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HomeMy WebLinkAbout23353AGREEMENT INFORMATION AGREEMENT NUMBER 23353 NAME/TYPE OF AGREEMENT SEOPW CRA & THE NORWOOD CONSULTING, INC DESCRIPTION GRANT AGREEMENT/THE HISTORIC WARD ROOMING HOUSE FOR 2020-2021/FILE ID: 8196/CRA-R-20-0023 EFFECTIVE DATE November 16, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/8/2021 DATE RECEIVED FROM ISSUING DEPT. 2/18/2021 NOTE GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this l day of mown ir ' 2020 ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA"), and the THE NORWOOD CONSULTING, INC.,.a Florida corporation ("Grantee"). RECITALS A. WHEREAS, the SEOPW CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan, as amended and restated (the "Plan"); and B. WHEREAS, under Section 163.340(9), Florida Statutes "'community redevelopment' means "undertakings, activities, or projects of a county, municipality, or community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight"; and C. WHEREAS, Section 2, Goal 5, at page 11 of the Plan lists the "[p]romotion and marketing of the community," as a stated redevelopment goal; and D. WHEREAS, Section 2, Principle 6, at page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses," as a stated redevelopment principle; and E. WHEREAS, Section 2, Principle 14, at page 16 of the Plan also lists "restor[ing] a sense of community and unify[ing] the area culturally," as a stated redevelopment principle; and F. WHEREAS, since 2018 Norwood Consulting, Inc. (doing business as "Hampton Art Lovers") has been the proud operator of the Historic Ward Rooming House Gallery located in Overtown at 249 NW 9th Street, Miami, Florida 33136; and G. WHEREAS, Hampton Art Lovers ("HAL") engages the community through the arts by hosting a traditional gallery alongside community events. In addition, HAL presents a curated panoramic experience annually at the Historic Ward Rooming Housing for Soul Basel during the week of Miami's Art Basel. Furthermore for 2020-2021, HAL has the following exhibitions tentatively scheduled: "Purvis Comes Home: Manchild in the Promised Land", "Kenkeleba Collection and/or H. Clinton Taylor Collection" during the "Point Comfort Art Fair", "James C. McMillan: Looking Back Over My Shoulder", "Jacob Lawrence: Selections from Ebony Broadsides", and "Napoleon Jones -Henderson: An Artists Collection of his Peers (collectively the "Program"); and H. WHEREAS, the Grantee requested SEOPW CRA grant funding to underwrite costs associated with the Program; and I. WHEREAS, on November 16, 2020, the Board of Commissioners, by Resolution No. CRA-R-20 0023 attached hereto and incorporated herein as Exhibit "A," passed and authorized the issuance of a grant, in an amount not to exceed One Hundred Twenty -Five Thousand Dollars and No Cents ($125,000.00), to the Grantee to underwrite costs associated with the Program (the "Grant"); and J. WHEREAS, pursuant to Resolution No. CRA-R-20-0023, the parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of the Grant; • Page 1 of 10 NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt and sufficient of which is hereby acknowledged, the SEOPW CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct, and are incorporated herein by referenced and made a part hereof. 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations under this Agreement, the SEOPW CRA hereby agrees to make available to the Grantee, the Grant, to be used for the Program and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used to underwrite costs associated with the Program, in accordance with the Scope of Work and Budget attached hereto and incorporated herein as Exhibit "B". 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate upon the earlier of one (1) year from the Effective Date written above, full disbursement of One Hundred Twenty -Five Thousand Dollars and No Cents ($125,000.00), or earlier as provided for herein; provided, however, that the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee up to One Hundred Twenty -Five Thousand Dollars and No Cents ($125,000.00). In no event shall payments to Grantee under this Agreement exceed One Hundred Twenty -Five Thousand Dollars and No Cents ($125,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after the SEOPW CRA has received and approved requests for disbursement in accordance with the SEOPW CRA and Grantee approved Program Budget. b. AUTHORIZATION OF EXPENDITURES. Grantee understands and agrees that all expenditures shall be in accordance with the Scope of Work and Project Budget as described in Exhibit "B". The SEOPW CRA shall review said requests to ensure that the expense sought to be incurred by the Grantee is an expense within the Budget attached hereto as Exhibit "B". The SEOPW CRA reserves the right to request additional supporting documentation for any expenditures, and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the budget. c. REQUESTS FOR DISBURSEMENT OF GRANT. All requests for the disbursement of grant funds by the Grantee shall be certified by the Grantee's authorized representative and submitted to the SEOPW CRA for processing prior to the termination of this Agreement. All requests for disbursement of grant funds must be in writing and must be accompanied by supporting documents reflecting the use of grant funds and/or expenditures incurred, and that said request is being made in accordance with the Program's approved Budget and for expenditures incurred during the Term of this Agreement, as reflected in Exhibit "B". For purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any other materials evidencing the expense incurred. The Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Program shall be in the name of the Grantee, and not in the name of the SEOPW CRA in light of the Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW CRA retains the right to request additional supporting documentation, or additional explanation for any and all expenses incurred by the Grantee. Grantee's failure to provide additional supporting documentation or additional explanation regarding expenses incurred shall serve as grounds for immediate termination of this Agreement, and the Grantee shall bear the costs associated with any expenditures not approved by the SEOPW Page 2of10 CRA prior to the date of termination. Grantee understands and acknowledges that the SEOPW CRA shall not disburse grant funds for any expense that has not been previously approved by the SEOPW CRA in accordance with Section 5(b) above, and that such expenses shall be borne solely by the Grantee. d. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to Grantee as a reimbursement for any Project -specific expenditure paid in cash. Grantee acknowledges that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement. e. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to the Grantee or Grantee's vendors for services not performed or for goods, materials or equipment which have not been delivered to the Grantee for use in connection with the Project. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting guidelines and other requirements affecting the SEOPW CRA's activities in issuing the Grant. SEOPW CRA agrees to provide notice of said guidelines and other requirements to Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, Grantee represents and warrants that it will comply and the Grant will be used in accordance with all applicable federal, state and local codes, laws, rules and regulations. 7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained in this Agreement, the SEOPW CRA shall have the right to take one or more of the following actions: a. Withhold cash payments, pending correction of the deficiency by Grantee; b. Recover payments made to Grantee; c. Disallow (that is, deny the use of the Grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Project; or e. Take such other remedies that may be legally permitted. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the SEOPW CRA's audit rights in Section 8(c) below, the Grantee acknowledges and accepts the SEOPW CRA's right to access the Grantee's records, legal representatives' and contractors' records, and the obligation of the Grantees to retain and to make those records available upon request, and in accordance with all applicable laws. The Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, the Grantee's contractors and subcontractors must make available, upon the SEOPW CRA's request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. The Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Project for a period of five (5) years after the expiration, early termination or cancellation of this Agreement. b. REPORTS. The Grantee shall deliver to the SEOPW CRA reports relating to the use of the Grant as requested by the SEOPW CRA, from time to time. Failure to provide said reports shall result in grant funds being withheld until the Grantee has complied with this provision. Thereafter, continued failure by the Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of the Grantee's records pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation Page 3 of 10 activities. The Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. The Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, the Grantee shall transfer to the SEOPW CRA any unused Grant funds on hand at the time of such expiration. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. The Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grant shall be submitted to the SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. The Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the Scope of Work and Budget set forth in Exhibit "B". b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Project in accordance with the Scope of Work and Budget set forth in Exhibit "B". All expenditures of the Grant will be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. The Grant shall not be co -mingled with any other funds, and separate accounts and accounting records will be maintained. d. POLITICAL ACTIVITIES. No expenditure of Grant funds shall be used for political activities. e. LIABILITY GENERALLY. The Grantee shall be liable to the SEOPW CRA for the amount of the Grant expended in a manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by the Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which the Grantee is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances upon any property of the Grantee. 11. NON-DISCRIMINATION. The Grantee, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, the Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, disability or any other member of a protected class be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. Page 4 of 10 12. CONFLICT OF INTEREST. The Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by the Grantee. The Grantee covenants, represents and warrants that it will comply with all such conflict of interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and continued authorization for Project activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, or change in regulations. The SEOPW CRA shall not be liable to the Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event the Grantee wishes to engage in any marketing efforts, the Grantee shall, if approved by the SEOPW CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the SEOPW CRA's name and/or logo, in acknowledgement of the SEOPW CRA's contribution to the Project, in all forms of media and communications created by the Grantee for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or interviews. The Grantee's acknowledgement shall consist of the following: "Hampton Art Lovers" exhibition is sponsored in part by the Southeast Overtown/Park West Community Redevelopment Agency of the City of Miami." b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. The Grantee further agrees that the SEOPW CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in the Grantee's use of the SEOPW CRA's name and logo, confers or may be construed as conferring upon the Grantee any right, title, or interest whatsoever in the SEOPW CRA's name and logo beyond the right granted in this Agreement. 15. DEFAULT. If the Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of the Grantee's obligations hereunder, and the Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then the Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to the Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to the Grantee and utilized by the Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. The Grantee understands and agrees that termination of this Agreement under this section shall not release the Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the Grant, the Grantee hereby waives, releases and discharges the SEOPW CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to the Grantee, its officers, directors, members, employees, agents, representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. 17. INDEMNIFICATION OF THE SEOPW CRA. The Grantee agrees to indemnify, defend, protect and hold harmless the City of Miami, the SEOPW CRA, its Board of Commissioners, officers, employees, agents, Page 5 of 10 representatives, and attorneys from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials and equipment contemplated by this Agreement or the Project, including risk of loss of artwork on display for the duration of this Agreement or the Project, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of the Grantee or its employees, agents or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of the Grantee to comply with any of the paragraphs provisions herein; or (iii) the failure of the Grantee, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any Amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. 18. INSURANCE. The parties acknowledge that Grantee agrees to furnish the SEOPW CRA with insurance documentation in accordance to Exhibit "C". 19. RISK OF LOSS. Grantee understands and agrees that City or SEOPW CRA shall not be liable for any loss, injury or damage to any personal property or equipment brought into the Facility by User or by anyone whomsoever, during the time the Facility is under the control of, or occupied by the User. All personal property placed or moved in the Facility shall be at the risk of the User, or the owners thereof. User further agrees that it shall be responsible to provide security whenever personal property either owned or used the User, its employees, agents or subcontractors is placed in the Facility, including any property or equipment necessary for set-up or dismantle, whether or not the Facility is open to the general public. 20. DISPUTES. In the event of a dispute between the Executive Director of the SEOPW CRA and the Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and the Grantee shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the SEOPW CRA's Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 21. INTERPRETATION. a. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the SEOPW CRA and the Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and Page 6 of 10 neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. g. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 23. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by the Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. The Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA to the Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA, and shall not be used by the Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 24. AWARD OF AGREEMENT. The Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. Page 7 of 10 25. NON-DELEGABILITY. The obligations of the Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA's prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 26. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 27. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. If this Agreement should be terminated by the SEOPW CRA, the SEOPW CRA will be relieved of all obligations under this Agreement. In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 28. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: Cornelius Shiver, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: cshiver@miamigov.com To Grantee: With copy to: Chanel Jefferson, Staff Counsel Email: CJefferson@miamigov.com Christopher Norwood, President Norwood Consulting, Inc. 14844 Breckness Place Miami Lakes, FL 33016 29. INDEPENDENT CONTRACTOR. The Grantee, its contractors, subcontractors, employees, agents, and participants in the Program shall be deemed to be independent contractors, and not agents or employees of the SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA. 30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 31. MULTIPLE COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. Page 8 of 10 32. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated in, and made a part of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Page 9 of 10 IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and the Grantee have executed this Agreement. ATTEST: Clerk of the Board 6"_ Ai Staff 4 CM1ef 3 Co4NS6- WITNESSES: By: Jo m Car a (Jan 25, 2021 10:00 EST Print: Justin Cardoza By: Ken,. Jttle (Jan 23, 202115:07 ES' Print: Kendrick G Whittle SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuanc Section 163.356, Florida Statute By: us Shiver xecutive Director APPROVED AS TO INSURAN REQUIREMENTS: By: Frank' z (Jan 29, 202110:48 EST) Ann -Marie Sharpe Director of Risk Management NORWOOD CONSULTING, INC., ("Grantee"): By: Christopher Norm, .:'111:06 EST) Christopher Norwood, President [SIGNATURE PAGE TO GRANT AGREEMENT] Page 10 of 10 Exhibit "A" CRA-R-20-0023 Southeast Overtown/Park West Community Redevelopment Agency File Number: 8196 Legislation CRA Resolution: CRA-R-20-0023 Final Action Date:11/16/2020 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED $125,000.00, TO NORWOOD CONSULTING, INC., TO UNDERWRITE COSTS ASSOCIATED WITH PRODUCING CULTURAL PROGRAMMING AND ART EXHIBITIONS AT THE HISTORIC WARD ROOMING HOUSE FOR 2020- 2021; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 5 on page 11 of the Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6 on page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 14 on page 16 of the Plan also lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and WHEREAS, since 2018 Norwood Consulting, Inc. (doing business as "Hampton Art Lovers") has been the proud operator of the Historic Ward Rooming House Gallery located in Overtown at 249 NW 9th Street, Miami, Florida 33136; and WHEREAS, Hampton Art Lovers ("HAL") engages the community through the arts by hosting a traditional gallery alongside community events. In addition, HAL presents a curated panoramic experience annually at the Historic Ward Rooming Housing for Soul Basel during the week of Miami's Art Basel. That particular experience is named "Point Comfort", after the place in Virginia where the first Africans came ashore in America. In 2019, Point Comfort showcased the works of contemporary and appreciated artists such as Ernie Barnes, Leroy Campbell, Basil Watson, BUCK!, Phil Shung, Gil Ashby, Krystal Hart, Joel Gresham and Musa Hixson; and City of Miami Page 1 of 2 File ID: 8196 (Revision:) Printed On: 11/17/2020 File ID: 8196 Enactment Number: CRA-R-20-0023 WHEREAS, for programming during the 2020-2021 calendar year, HAL has the following exhibitions tentatively scheduled: "Purvis Comes Home: Manchild in the Promised Land", "Kenkeleba Collection and/or H. Clinton Taylor Collection" during the "Point Comfort Art Fair", "James C. McMillan: Looking Back Over My Shoulder", "Jacob Lawrence: Selections from Ebony Broadsides", and "Napoleon Jones -Henderson: An Artists Collection of his Peers"; and WHEREAS, the Board of Commissioners wish to authorize the issuance of a grant, in an amount not to exceed $125,000.00 to Norwood Consulting, Inc., to underwrite costs associated with producing cultural programming and art exhibitions at the Historic Ward Rooming House for 2020-2021; and WHEREAS, the Board of Commissioners finds that such a grant would further the aforementioned redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant, in an amount not to exceed to $125,000.00, to Norwood Consulting, Inc., to underwrite costs associated with producing cultural programming and art exhibitions at the Historic Ward Rooming House for 2020-2021. Section 3. The Executive Director is authorized to execute all documents necessary for the purposes set forth above. Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Chanel H. Jeffer oh. nt=ff Counsel 11/11/2020 City of Miami Page 2 of 2 File ID: 8196 (Revision:) Printed on: 11/17/2020 Exhibit "B" Scope of Work and Budget Hampton Art Lovers / Historic Ward Rooming House S.E. Overtown / Park West CRA Program Proposal and Proposed Budget 2020-21 HAMPTON ART LOVERS About Hampton Art Lovers (HAL) Hampton Art Lovers' mission is to accentuate the inspirational unifying and enriching aspects of African -American Fine Art in new and old settings. We are passionate supporters of Hampton University's long- standing commitment to African -American art, the Hampton University Museum Collection, and the International Review of African American (Published by the University since 1976). Hampton Art Lovers honors the heart and soul of African -American fine artists and make their work discoverable by anyone who loves art. Hampton Art Lovers believes that understanding culture increasingly vital in the modern world. We live in a knowledge economy where demonetization is rampant. It is a world in which technology can render previously expensive and/or inaccessible products and services much cheaper -or even free. Intense, experiential learning is the currency of the knowledge economy and lovers of art do this naturally. Hampton Art Lovers believe that through culture and education we can improve our communities and communities all over the world. Historic Ward Rooming House Gallery Since 2018, Hampton Art Lovers has been the proud operators of the Historic Ward Rooming House Gallery, owned by the S.E. Overtown / Park West CRA and the centerpiece of the Historic Overtown Culture Entertainment District Master Plan. Built in the era of Overtown's historic heyday, when it was known as "Colored Town," the Ward Rooming House stands as a tribute to the history of the oldest historic black community in the City of Miami. Its location on NW 9th Street integrated it into the epicenter of Overtown's social life and business district. As one of the few remaining buildings of its time, a seemingly ordinary rooming house becomes significant for the larger role it serves in preserving the history and architecture of Miami's black community. The future of the Ward Rooming House looks promising because it is included in current Overtown preservation efforts for community development and rehabilitation. HAL/CRA Partnership Our partnership began fully in November 2018, with our Elizabeth Catlett show at the Ward and the Ernie Barnes Show at the OPAC (Art Basel 2018). We then extended the partnership through Black History Month. Based on the successes that followed, we mutually decided that a year long partnership was sustainable. Today, we are thankful for your investment in HAL to provide culture and programming at the Ward Rooming House. Our capacity has grown and we've shown results, we used your dollars wisely. We have been covered numerous times by the Miami Herald, Miami Times and National Media. We've hosted national personalities like Author and Professor Michael Eric Dyson and the General President of Alpha Phi Alpha and Chairman of the the Council of Presidents of the National Pan -Hellenic Council, Dr. Everett Ward. Our exhibitions included the HAL curated show of the private art collection of Maya Angelou. Our programming engages many facets of our community. We've created strategic partnerships with community based organizations and corporate partnerships showcasing the Ward Rooming House Gallery as place that all are welcome. Hampton Art Lovers engages the community through the arts, we are a traditional gallery but we also make the effort to develop shows purely for exhibition. We have a public and a private mission which makes our relationship with the CRA the quintessential public/private partnership. So many people have visited the gallery and by doing so are reintroduced to Overtown, and its resurgent development led by your agency. These partnerships helped to stretch your investments. We've produced six shows plus our Art Basel Fair (Point Comfort). Although our grant last year only required four shows, we wanted to do more and we did so within budget. Point Comfort Art Fair Hampton Art Lovers Present a curated panoramic experience at Miami Art Week/Art Basel/Soul Basel at the Historic Ward Rooming House in Overtown. The experience is named "Point Comfort", after the place in Virginia where the first Africans came ashore in America. Point Comfort showcased the works of contemporary and appreciated artists such as Ernie Barnes, Leroy Campbell, Basil Watson, BUCK!, Phil Shung, Gil Ashby, Krystal Hart, Joel Gresham and Musa Hixson. On display in the gallery and in a temperature -controlled tent attached to Historic Ward Rooming House. The Art Fair also hosted events, including our Indaba Artists Conversations, Music and Cultural Nightlife Events. Point Comfort was an enormous success, and community driven with free access to local residents. We partnered with Essence Magazine, Hennessy, Wilkie D. Ferguson Bar Association, Concerned African Women, Florida New Majority; just to name a few of our corporate and community partners. We are a proud partner of Soul Basel. Soul Basel was formed to ensure that Black Art and Culture has a place and a home in Miami during Art Basel/Miami Art Week. Soul Basel is centered in Overtown and sponsored and supported by Miami City Commission Chairman Keon Hardemon, the Southeast Overtown/Park West Community Redevelopment Agency (SEOPWCRA) and the Greater Miami Convention & Visitors Bureau (GMCVB) Art of Black Miami. We are gracious partners and we look forward to a new and exciting year! Media Highlights Basil Watson "Awakening" Show https://www.miamiartzine.com/Features.php?op=Gallery_15704588328658 Maya Angelou "Art of the Caged Bird Singing" Show https://www.caribbean nationalweekly.com/news/hampton-art-lovers-presents-the-art-of-a- caged-bird-singing/ Phil Shung "Code Noir" Show http://www.sfltimes.com/soflo-live/art-lovers-feature-code-noir-and-angelous-own Elizabeth Catlett "Hampton Arts Tradition" Show https://www.miamiherald.com/opinion/op-ed/article226599304.html Point Comfort Art Fair https://www. miamiherald.com/entertainment/visual-arts/art-basel/article237800049. html Miami MoCAAD "Reconstructing Identity" Show https://www.miaminewtimes.com/arts/th ings-to-do-miami-mocaads-reconstructing-identity-at- wa rd-rooming-house-through-june-27-11195526 The Norwood Collection "Ebony Broadsides: Celebration of the Masters" Show https://www. miamitimesonline.com/lifestyles/an-exhibit-in-overtown-explores-black-artists- contributions-to-fine-art-posters/article_ 8efea4a0-5ba5-11 e9-9b5d-83874f638ec1.html Ernie Barnes "From Pads to Palette" Show (Superbowl Weekend) https://thewestsidegazette.com/ern ie-barnes-from-pads-to-palette-art-of-a-former-nfl-player/ "Art of the Southern Vernacular" Show https://www.evensi. us/art-southern-vernacu lar-featu ring-leroy-campbell-krystal-hart-historic- ward-rooming-house/377522411 "Purvis Young Comes Home: Manchild in the Premised Land" https://www.miamiherald.com/entertainment/visual-arts/article244107762.html Hampton Art Lovers at the Historic Ward Rooming House One -Year Calendar of Exhibitions (Tentative) July - October July 3rd — Opening of "Purvis Comes Home: Manchild in the Promised Land" October 3rd — Closing of "Purvis Comes Home: Manchild in the Promised Land" December (Soul Basel) December 2°d to December 6th - "Point Comfort Art Fair" featuring the Kenkeleba Collection and/or H. Clinton Taylor Collection at N.C. A&T February (Black History Month) April June July February 1st - Opening of "James C. McMillan: Looking Back Over My Shoulder" and Opening of "Jacob Lawrence: Selections from Ebony Broadsides" April 1st - Closing of "James C. McMillan: Looking Back Over My Shoulder" and Opening of "Jacob Lawrence: Selections from Ebony Broadsides" June 1st - Opening of "Napoleon Jones -Henderson: An Artists Collection of his Peers" Mid July - Overtown Music and Arts Festival All exhibition include youth tours, community events, artist workshops. 1 www.hamptonartlovers.com NORWOOD CONSULTING, INC. "Ebony Broadsides: Celebration of the Masters" Exhibitions Approved Budget 2019- 2020 Modification Request # 1 2019-2020 Proposed Budget 2020- 2021 Staff $20,800.00 $14,600.00 $20,000.00 Tent 7,000.00 12,000.00 10,000.00 Insurance 5,000.00 1,400.00 5,000.00 Shipping 8,400.00 8,000.00 8,000.00 Installation 2,000.00 3,000.00 3,000.00 Curation 2,000.00 2,000.00 20,000.00 Printing 6,000.00 4,000.00 4,000.00 Decor 4,000.00 3,000.00 3,000.00 Opening Ceremony 4,000.00 2,000.00 2,000.00 School/Student/Seniors Transportation 8,000.00 2,000.00 Marketing 8,000.00 18,500.00 18,000.00 Production 20,000.00 6,000.00 19,000.00 Insurance Rider 2,000.00 Framing 4,000.00 22,000.00 5,000.00 Security 2,000.00 Storage 1,500.00 2,000.00 Closing & Cleaning 2,000.00 2,000.00 2,000.00 TOTAL $103,200.00 $100, 000.00 $125,000.00 Exhibit "C" Insurance Requirements INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES AGREEMENT NORWOOD CONSULTING I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami & SEOPWCRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & SEOPWCRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 3353 IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included Consultant agrees to maintain professional liability/Errors & Omissions coverage for at least 1 years after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.