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HomeMy WebLinkAbout23354AGREEMENT INFORMATION AGREEMENT NUMBER 23354 NAME/TYPE OF AGREEMENT SEOPW CRA & FLORIDA FILM HOUSE, LLC DESCRIPTION GRANT AGREEMENT/THE 2020 URBAN FILM FESTIVAL/FILE ID: 8193/CRA-R-20-0020 EFFECTIVE DATE September 1, 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 1 day of , i020 ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COM Y REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"), and the FLORIDA FILM HOUSE, LLC, a Florida limited liability company ("Grantee"). RECITALS A. WHEREAS, the 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 ("Plan"); and B. WHEREAS, Section 2, Goals 4 and 6, at page 11 of the Plan lists the "creati[on of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals; 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 15-16 of the Plan lists the promotion of "local cultural events, institutions, and businesses," and "restor[ing] a sense of community and unify[ing] the area culturally," as stated redevelopment principles; and E. WHEREAS, Grantee is a full -service production company located in Wynwood and was founded by Executive Producer Marco Mall and Creative Director Bla G. With a combination of over 20 years of experience, the founders have passed down knowledge to new age filmmakers advancing them into veterans; and F. WHEREAS, the Urban Film Festival was a multi -day virtual event focused on connecting youth interested in the film industry by educating, exposing, and connecting those youth to industry professionals through film screenings, discussion panels, and workshops. In addition, this program provided interested Overtown youth with the opportunity to learn valuable skills directly from individuals with experience in the film industry ("Program"); and G. WHEREAS, Grantee is seeking assistance with the costs associated with the 2020 Urban Film Festival that was held virtually September 4 —10, 2020; and H. WHEREAS, in furtherance of the above stated Goal and Principles of the Plan, the Grantee requested a grant to underwrite costs associated with the Program; and I. WHEREAS on November 16, 2020, the Board of Commissioners, passed and adopted Resolution No. CRA-R-20-0020 attached hereto as Exhibit "A", authorizing the issuance of a grant, in an amount not to exceed Fourteen Thousand Nine Hundred Thirty -Eight Dollars ($14,938.00), to the Grantee to underwrite costs associated with the Program ("Grant"); and J. WHEREAS, 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 11 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 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 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 attached hereto and incorporated herein as Exhibit "B". The CRA is not obligated to expend additional funds beyond the approved Grant. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate upon the earlier of four (4) months from the Effective Date written above, full disbursement of Fourteen Thousand Nine Hundred Thirty -Eight Dollars ($14,938.00), or earlier as provided for herein; provided, however, that the following rights of the 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 CRA shall make available to Grantee up to Fourteen Thousand Nine Hundred Thirty -Eight Dollars ($14938.00). In no event shall payments to Grantee under this Agreement exceed Fourteen Thousand Nine Hundred Thirty -Eight Dollars ($14,938.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements. 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 "C". The 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 "C". The CRA reserves the right to request additional supporting documentation for any expenditures, and the 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 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 "C". 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 CRA in light of the Grantee's inability to bind the CRA to any legal and/or monetary obligation whatsoever. The 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 Paget of 11 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 CRA prior to the date of termination. Grantee understands and acknowledges that the CRA shall not disburse grant funds for any expense that has not been previously approved by the 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 Program -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 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 Program. 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 CRA's activities in issuing the Grant. 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 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 Program; 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 CRA's audit rights in Section 8(c) below, the Grantee acknowledges and accepts the 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 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 Program 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 CRA reports relating to the use of the Grant as requested by the 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. Page 3 of 11 c. AUDIT RIGHTS. The CRA shall have the right to conduct audits of the Grantee's records pertaining to the Grant and to visit the Program, in order to conduct its monitoring and evaluation activities. The Grantee agrees to cooperate with the 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 CRA of any inconsistent, incomplete or inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. 9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, the Grantee shall transfer to the 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 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 Budget set forth in Exhibit "C". b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Program in accordance with the Budget set forth in Exhibit "C". 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 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 Page 4 of 11 participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 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 Program activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, or change in regulations. The 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 CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Program, 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. b. APPROVAL. The 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 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 CRA's name and logo, confers or may be construed as conferring upon the Grantee any right, title, or interest whatsoever in the 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 CRA that such failure has occurred, then the Grantee shall be in default. Upon the occurrence of such default hereunder the 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 CRA directly to the Grantee and utilized by the Grantee in violation of this Agreement shall be immediately returned to the 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 City of Miami, the CRA, its Board of Commissioners, officers, employees, agents, representatives, and attorneys, whether disclosed or undisclosed, from any and all liability for any illness, injury or damage of any kind, directly or indirectly including, without limitation, the provisions of this Agreement, performance under this Agreement, or performance related to the Project. Page 5of11 17. INDEMNIFICATION OF THE CRA. The Grantee agrees to indemnify, defend, protect and hold harmless the City of Miami, the CRA, its Board of Commissioners, officers, employees, agents, 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 illness, 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 Program, 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 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 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 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. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "D", attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the CRA or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Program under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the CRA. Completed Certificates of Insurance shall be filed with the CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by CRA file duplicate copies of the policies of such insurance with the CRA. If, in the reasonable judgment of CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, CRA shall pay Grantee expenses incurred for the Program, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 19. DISPUTES. In the event of a dispute between the Executive Director of the CRA and the Grantee as to the terms and conditions of this Agreement, the Executive Director of the 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 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. Page 6 of 11 20. 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 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 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. 21. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 22. DOCUMENT OWNERSHIP. Upon request by the CRA, all documents developed by the Grantee shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction Page 7 of 11 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 CRA to the Grantee pursuant to this Agreement shall at all times remain the property of the CRA, and shall not be used by the Grantee for any other purpose whatsoever, without the written consent of the CRA. 23. AWARD OF AGREEMENT. The Grantee warrants that it has not employed or retained any person employed by the 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 CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 24. NON-DELEGABILITY. The obligations of the Grantee under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 25. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 26. TERMINATION. The 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 CRA, the CRA will be relieved of all obligations under this Agreement. In no way shall the CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 27. 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 CRA: Cornelius Shiver, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Email: CShiver@miamigov.com To Grantee: With a copy to: Chanel H. Jefferson, Esq., Staff Counsel Email: CJefferson@miamigov.com Marco Molinet, Manager Florida Film House, LLC 570 NW 26th Street Miami, FL 33127 Email: Marco@floridafilmhouse.com 28. 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 CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. Page 8 of 11 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 30. 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. 31. 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 herein and made a part of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Page 9 of 11 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 CRA and the Grantee have executed this Agreement. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporcreated p to Section 163.356, Florida Statu ATTEST: By: Clerk of the Board Cornelius Shiver, Executive Directo APPROVED AS TO FORM AND APPROVED AS TO INSURANC LEGAL SUFFICIENCYI Staff Coun3cl - WITNESSES: By: Blademil G Ilon IJan 27, 202120:55 EST) Print: Blademil Grullon By : Francesca Gonzalez pan 28, 202115:15 EST) Print: Francesca Gonzalez REQUIREMENTS: By: Frank donlez (Jan 29, 2021 10:45 EST) Anne Marie Sharpe Director of Risk Management FLORIDA FILM HOUSE LLC, a Florida limited liability company ("Grantee"): By: Marco Molinet (Jan 27, 2021 20:52 EST) Page l0 of 11 Marco Molinet, Manager [SIGNATURE PAGE TO GRANT AGREEMENT] Page 11 of 11 Exhibit "A" CRA-R-20-0020 Southeast Overtown/Park West Community Redevelopment Agency File Number: 8193 Legislation CRA Resolution: CRA-R-20-0020 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 TO FLORIDA FILM HOUSE, LLC, IN AN AMOUNT NOT TO EXCEED $14,938.00, TO UNDERWRITE COSTS ASSOCIATED WITH THE PRODUCTION OF THE 2020 URBAN FILM FESTIVAL; 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; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; 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 ("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, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals; 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 at page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses" and "restor[ing] a sense of community and unify[ing] the area culturally" as stated redevelopment principles; and WHEREAS, Florida Film House, LLC ("FFH") is a full -service production company founded by Executive Producer Marco Mall and Creative Director Bla G. With a combination of over 20 years of experience, the founders have passed down knowledge to new -age filmmakers advancing them into veterans; and WHEREAS, FFH seeks assistance with the costs associated with the production of the 2020 Urban Film Festival ("Film Festival") which was held September 4-10, 2020. It focused on connecting youth interested in the film industry with industry professionals through panel discussions and workshops. The Film Festival provided interested Overtown youth with an opportunity to leam valuable skills directly from individuals with experience in the film industry; and City of Miami Page 1 of 2 File ID: 8193 (Revision:) Printed On: 11/17/2020 File ID: 8193 Enactment Number: CRA-R-20-0020 WHEREAS, the Board of Commissioners (the "Board") has previously supported FFH and its Film Festival as authorized by Resolution Nos. CRA-R-17-0047, CRA-R-18-0050 and CRA-R-19-0032; and WHEREAS, FFH's total funding request is $40,000.00; however, $25,062.00 of unused funds derived from previously authorized Resolution No. CRA-R-19-0032 were applied to his grant request resulting in the remaining funding need of $14,938.00 for the Film Festival; and WHEREAS, grant funding for the Film Festival is contingent upon the CRA's receipt and approval of invoices and supporting documentation evidencing authorized expenditures for the production of the Film Festival; and WHEREAS, the Board wishes to issue a grant to FFH, in an amount not to exceed $14,938.00, to underwrite costs associated with the production of the 2020 Urban Film Festival; and WHEREAS, the Board finds that authorization of this Resolution would further the CRA's redevelopment goals and principles; 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, to Florida Film House, LLC, in an amount not to exceed $14,938.00, to underwrite costs associated with the production of the 2020 Urban Film Festival. Section 3. 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 4. The Executive Director is authorized to execute all documents necessary for said purpose. 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 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: (/LJChanel H. J rshff Counsel ounsel 11/11/2020 City of Miami Page 2 of 2 File ID: 8193 (Revision:) Printed on: 11/17/2020 Exhibit "B" Scope of Work For Creators, By Creators URBAN FILM FESTIVAL: TABLE OF CONTENTS COVER PAGE 2. TABLE OF CONTENTS 3. MISSION 4. COVID-19 ADJUSTMENTS 5. EDUCATION 6. EXPOSURE 7. DISTRIBUTION 8. FILM FESTIVAL & CO-OP DISTRIBUTION 9. HIGHLIGHTS 10. SATURDAY SCHEDULE 11. SUNDAY SCHEDULE 12. BUDGET 13. END URBAN FILM FESTIVAL: MISSION What is the Urban Film Festival (UFF)? A three day event focusing on educating, exposing and providing distribution opportunities for the new generation of filmmakers by connecting them with industry professionals, equipping them with the skills and tools they need through hands on workshops and panels. As we prepare for the 2020 Urban Film Festival we recognize that a change in course must occur given the unprecedented circumstances we are facing with COVID-19. UFF is doing a digital exhibition to adapt to the new normal. We expose young filmmakers content on our media partners platforms and award our winners with distribution contracts from our distribution partners. URBAN FILM FESTIVAL: COVID-19 ADJUSTMENTS As we prepare for the 2020 Urban Film Festival we recognize that a change in course must occur given the unprecedented circumstances we are facing with COVID-19. UFF is doing a digital exhibition to adapt to the new normal. This will grant access for more films to be screened and viewed by a global audience. Urban Film Festival is establishing social distancing parameters in order to keep the show going safely for all guests; in addition to adding a live streaming component for guests and filmmakers who are unable to attend the festivals URBAN FILM FESTIVAL: EDUCATION Urban Film Festival Workshops are designed to provide the new age Urban Filmmaker with tools and insight needed from industry professionals to enhance their productions. Workshops: Producing, Directing, Acting, Writing, Cinematography, Marketing, Photography and Music Video. Panels: Distribution, Femme-Powerment, Star/Actor, From Music Video to Film, TV & Web, and Diversity. Master Classes: Producing, Directing, Acting, Writing, Cinematography, Editing, Film Law & High Quality Filming On A Low Budget. Industry Discussions / Meet & Greets - Big execs & Celebs. URBAN FILM FESTIVAL: EXPOSURE Urban Film Festival UFF works with traditional media, social media, contemporary platforms and aggregators to expose the filmmakers content, along with collaborating with our media partners to maximize the exposure of the filmmakers content. amazon FANDANGO VUDU A ;ony Network REVOLT YouTubeTV • N♦ TIDAL hulu NETFLIX URBAN FILM FESTIVAL: DISTRIBUTION Urban Film Festival UFF prides itself in advancing filmmakers into the new age of distribution. In 2020, UFF is partnering with Worldwide Urban Distribution, to provide filmmakers with the opportunity to learn how to optimize and monetize from their content. 2020 winners will be awarded a distribution contract with Worldwide Urban Distribution. WORLD WIDE URBAN DISTRIBUTION IW WUDI -tsti 7,lif Q O R NGA L INTERNATIONAL PLATFORMS RIF ROYAL s f� CANAL+ sky g'>.i)ALJAZEERA COMA HOME VIDEO RETAILERS ONIMONIM Walmart ()TARGET NETFUX amazon.com redbox. TRANSACTIONAL/ CABLE/SAT ELUTE/INTERNET © > BOX 0 AT&T iiirizgrEFos r Play @omcast 0 amazon v di 1Ch&rter SUBSCRIPTION TELEVISION HBO sundance NETFUI( BTREAMPN(' w ALA L:R:LFFN CtW11ME Li CONSUMERS FILM FESTIVAL CO-OP & DISTRIBUTION PARTNERSHIPS Urban Film Festival has created a co-op with (5) other high profile film festivals in which we screen the best of each other's film festivals, increasing exposure for filmmakers. Our mission is to open a new door for filmmakers all over the world not only to acquire more knowledge on the new age of distribution, but to also take advantage of opportunities to monetize from their content. Urban Film Festival has partnered with various distribution companies to educate new age filmmakers on the shifted state of the industry and provide them with distribution opportunities to expose their content. UFF aims to take full advantage of its network of platforms to directly connect filmmakers with distributors in search for content. Some of our film festival winners cOdaUctU J a media Q & A interview Panel URBAN FILM FESTIVAL 2019 HIGHLIGi11 Benchmarks • All the workshops and panels sold out, and received great reviews from the film enthusiast that attended. • All the premiere screenings were sold out and received standing ovations. • The three films that premiered at the festival all received distribution contracts. Testimonials "I learned more about film in my four hour producing workshop than I have learned in my last semester of classes." - Charles Lee (Film Student) "A Miami Love story was very raw, very true. This the type of cultural film that is needed in Hollywood." - Professor Russell Motley "Urban Film Festival will be providing hundreds of filmmakers with the education, exposure and distribution needed to succeed." - Marco (Mall) Molinet - Founder URBAN! FEST; VAL 14API't$1 N0ML0 i A UNBAN FILM FESTIVAL IN MIAMI HELPAFTERHARVEY OTHER NEEDS:CLOTHING. BLANKETS, TOWELS Romeo Miller & Mogul Master P discuss the Urban Film Festival on NBC 6 ,I, URBAN to 1 .f WATCH' THE 4-7 I LM SEPTEMBER FUTUREOF FEST; AL• 4TH_10TH• TURBAN 2.020 �. URBANFILMFESTIVALS.COM a w- slAarinaa alElw/aRI MINIM law•Kt. 'I**Or, r; a1t sr, ;we, • SIAIdM RHial Aar URBAN STREAMING NETWORK MPS- Er*" r11`Ot°t ltft UM- Wit *UM arse rtasa.aratask totslYcr *II IN CFa11ar. *AY &1111:FrAINI 11s1 a NU It as Mina naa-aala. s Itia Min Raw Ma Raw•IMO call NOVA aaw aI$atT111111111 aRR/a1r law ZNilswan IA Mt Nawlalt law -/IL •4t Saris R14Sla INN WO �p-rdM4l ••; Y1pa faw -11aaO1{ law•ETMIMa taw -EY/Ea URBANSTREAMING.COM WATCH fHE CONTENT YOU MISSED ANYTIME UNTIL 9r14. +. MONDAY• •• TIESDAY WEDNESDAY THURSDAY SEP. TiN SEP. 8TH SEP. 9T11 SEP. LOTH law IIMItlf 1 *33w 11101Alt f4w 111TI iaa Ell fla•ES1Tlaa1 aL1a-ae 7nla-EII111111Ia11at OAS WIIIIISTUR MINI Iaa naa 11* nun Im SMOAK Mrs] VIA-Aa Vim lltw• skims I* a19 Itsw foil iv Put ',IMMO re on mini taw aura 11431111111111 taw PM. UN :110* sr sir, UM, Mir Morn* M Taw - a*. ' nr,• /`:Sr1 a s"* GO CM fawa[lali tow/von FFHaglal ya Y 1111731 1:9w tit L`113t co Iv oil 112 wnew mi 211a Exhibit "C" Budget URBAN FILM FESTIVAL 2020 BUDGET EXPENSES WEBSITE, APP AND STREAMING WEBSITE, APP AND STREAMING BUDGET $10,000.00 MARKETING: MARKETING $3,250.00 Digital, Paper, Ground, MERCHANDISE & PROMO GEAR: Graphics, Priniting SHIRTS, SWEATERS, HATS, $6,000.00 AWARDS, GIVE A WAYS, SHIPPING CURATION: CURATION BUDGET $5,465.55 STAFF: STAFFING COSTS $6,250.00 FOOD LOCAL RESTAURANTS & VENDORS $300.00 PUBLIC RELATIONS & MAGAZINE PR & MAGAZINE $7,700.00 INSURANCE: INSURANCE $1,034.45 TOTAL $40,000.00 Exhibit "D" Insurance requirements I. INSURANCE REQUIREMENTS FOR GRANTEE A. COMMERCIAL GENERAL LIABILITY (CGL) with the minimum limits of One Million Dollars ($1,000,000.00) for each occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability, with a general aggregate limit of Two Million Dollars ($2,000,000.00). Coverage must be afforded on a primary and non-contributory basis and with a coverage form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: 1. Products and/or Completed Operations for contracts with an Aggregate Limit of One Million Dollars ($1,000,000.00) per project. 2. Personal and Advertising Injury with an aggregate limit of One Million Dollars ($1,000,000). 3. Additional Endorsements: a. Premises and Operations Liability b. Contingent and Contractual Liability 4. Additional Insureds: The following must each be included as additional insureds on the policy affording the aforementioned coverage for the amounts specified above, and each must be issued certificates of insurances reflecting such coverage. a. City of Miami 444 SW 2' Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2' Avenue, 3rd Floor Miami, Florida 33136 B. BUSINESS AUTOMOBILE LIABILITY with the minimum limits of Three Hundred Thousand Dollars ($300,000.00) per occurrence combined single limit for Bodily Injury and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: 1. Any Auto, Owned Autos, Scheduled Autos, including Hired, Borrowed or Non -Owned Autos 2. Additional Insureds: The following must each be included as additional insureds on the policy affording the aforementioned coverage for the amounts specified above, and each must be issued certificates of insurances reflecting such coverage. a. City of Miami 444 SW 2nd Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 C. WORKER'S COMPENSATION (if applicable) insurance for the payment of compensation and other benefits in accordance with the Workers' Compensation Law, Chapter 440, Florida Statutes, and all applicable federal laws, for the coverage of occupational injury or disease suffered by Grantee's employees. Additionally, the policy(ies) must include a waiver of subrogation. D. EMPLOYER'S LIABILITY shall be provided in amounts not less than One Hundred Thousand Dollars ($100,000.00) per accident for bodily injury caused by an accident; One Hundred Thousand Dollars ($100,000.00) for each employee for bodily injury caused by disease; and Five Hundred Thousand Dollars ($500,000.00) policy limit for bodily injury caused by disease. E. HOST LIQUOR/LIQUOR LIABILITY (if applicable) insurance with the minimum limit of One Million Dollars ($1,000,000.00) per each occurrence and an aggregate limit of One Million Dollars ($1,000,000.00). The following must each be included as additional insureds on the policy affording the aforementioned coverage for the amounts specified above, and each must be issued certificates of insurances reflecting such coverage. a. City of Miami 444 SW 2nd Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 F. CONDITIONS. The above policies shall provide the CRA and the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. If the initial insurance expires prior to the completion of the Work, renewal copies of policies shall be furnished at least thirty (30) days prior to the date of their expiration. The required Certificates of Insurance referenced above shall name the types of policies provided, refer specifically to this Contract, and state that such insurance is as required by this Contract. a3351i 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. The CRA's Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Contractor or applicable subcontractor. The Grantee shall comply with such requests unless the insurance coverage is not then readily available in the national market. An additive or deductive change order will be issued to adjust the contract value as necessary. For insurance bonding issues and decisions, the CRA shall act through its Risk Administrator (unless otherwise stated).