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HomeMy WebLinkAbout23583AGREEMENT INFORMATION AGREEMENT NUMBER 23583 NAME/TYPE OF AGREEMENT SEOPW CRA & NEIGHBORS & NEIGHBORS ASSOCIATION, INC. DESCRIPTION GRANT AGREEMENT/CONTINUED OPERATION OF VARIOUS PROGRAM IN THE OVERTOWN AREA/FILE ID: 9397/CRA-R-21- 0022 EFFECTIVE DATE August 31, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/23/2021 DATE RECEIVED FROM ISSUING DEPT. 9/8/2021 NOTE GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this ____ day of A-4u Sf ld?` ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST OMMUNT]'Y REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "SEOPW CRA"), and NEIGHBORS AND NEIGHBORS ASSOCIATION, INC., a Florida non-profit 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 2018, Southeast Overtown/Park West Community Updated Redevelopment Plan, as amended and restated', (the "Updated Plan"); and B. WHEREAS, Section 2, Goal 4, at page 10 of the Updated Plan lists the "creat[ion of] jobs within the community" as a stated redevelopment goal; and C. WHEREAS, Section 2, Goal 6, at page 10 of the Updated Plan also lists "[i]mprove[ment of] the [q]uality of [1]ife for residents" as a stated redevelopment goal; and D. WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan further lists the promotion of "local cultural events, institutions, and businesses" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan also provides that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future residents and businesses[,] ... [it is necessary to] support and enhance existing businesses and ... attract new businesses that provide needed services and economic opportunities ...."; and F. WHEREAS, Grantee is a non-profit corporation established in 1995 to assist small businesses throughout Miami -Dade County, and has been retained by Miami -Dade County to provide technical assistance for its Mom and Pop Small Business Grant Program and its Micro Loan Program; and G. WHEREAS, in recognition of Grantee's success with small businesses and job creation, the SEOPW CRA has authorized grants to Grantee in the past to ensure that specialized technical assistance tailored to the needs of the Redevelopment Area are available to compliment and further the SEOPW CRA's economic development efforts and; H. WHEREAS, on July 22, 2021, the Board of Commissioners passed and adopted Resolution No. CRA-R-21-0022 attached hereto as Exhibit "A", authorizing the issuance of a grant, an amount not to exceed Two Hundred Thousand Dollars and No Cents ($200,000.00) to Grantee to underwrite costs associated with the Program (the "Grant"); and I. WHEREAS, at the SEOPW CRA's sole option, this Agreement and Grantee's Grant ma' be renewed for one additional one-year period; 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. 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 hereunder, the SEOPW CRA hereby agrees to make available, to Grantee, the Grant to be used for the purpose 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 Scope of Work and Budget in Exhibit "B", attached hereto and incorporated herein. The SEOPW CRA is not obligated to expend additional funds beyond the approved grant. 4. TERM. a. INITIAL 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 Two Hundred Thousand Dollars and No Cents ($200,000.00), 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. b. RENEWAL OPTION. At the SEOPW CRA's sole option, this Agreement and Grantee's Grant may be renewed for one additional one-year term. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPWCRA shall make available to Grantee up to Two Hundred Thousand Dollars and No Cents ($200,000.00). In no event shall payments to Grantee under this Agreement exceed Two Hundred Thousand Dollars and No Cents ($200,000.00). 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 Scope of Work and Budget. b. REQUESTS FOR DISBURSEMENT OF GRANT FUNDS. All requests for the disbursement of grant funds shall be submitted in writing to the SEOPW CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of grant funds in accordance with the Program's approved Scope of Work and Budget, 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. Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Program shall be in Grantee's name, and not in the name of the SEOPW CRA in light of Grantee's inability to bind the SEOPW CRA to any legal and/or monetary, obligation whatsoever. 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 approved Scope of Work and Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested by the SEOPW CRA, shall serve as grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the SEOPW CRA. c. 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. d. 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 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 SEOPW CRA's activities in issuing the Grant. The 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 ofthe 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 ofthe 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 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 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 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 SEOPW CRA reports relating to the use of the Grant to the SEOPW CRA on a monthly basis, including details regarding supportive services provided to residents of the Redevelopment Area. Failure to provide said reports shall result in grant funds being withheld until Grantee has complied with this provision. Thereafter, continued failure by 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 Program, in order to conduct its monitoring and evaluation activities. 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. 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, Grantee shall transfer to the SEOPW CRA any unused Grant funds on hand at the time of such expiration. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. 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. 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 Program 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. 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 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. 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, 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. 12. CONFLICT OF INTEREST. Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by Grantee. 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 SEOPW CRA shall not be liable to Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event Grantee wishes to engage in any marketing efforts, 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 Program, in all forms of media and communications created by 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 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. 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 Grantee's use of the SEOPW CRA's name and logo, confers or may be construed as conferring upon 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 Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of Grantee's obligations hereunder, and 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 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 Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. Grantee understands and agrees that termination of this Agreement under this section shall not release Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the Grant, Grantee hereby waives, releases, and discharges the City of Miami, the SEOPW CRA, its Board of Commissioners, officers, employees, agents, representatives, and attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to Grantee, its officers, directors, members, employees, agents, or representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. 17. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the SEOPW CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the grant funding authorized for the Services provided herein. In no event shall the SEOPW CRA be liable to Grantee for any additional compensation, other than that provided herein. 18. 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, 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 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 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) ofthe 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 Grantee to comply with any of the paragraphs provisions herein; 'or (iii) the failure of 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 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. 19. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C" attached hereto and incorporated herein, All such insurance, including renewals, shall be subject to the approval of the SEOPW 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 SEOPW 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 SEOPW CRA,. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPWCRA. If, in the reasonable judgment of the SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, the SEOPW 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 the SEOPW 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, the SEOPW 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. 20. DISPUTES. In the event ofa dispute between the Executive Director of the SEOPW CRA and Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and 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 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. 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 Grantee shall be delivered to the SEOPWCRA upon completion ofthis Agreement, and may be used by the SEOPW CRA, without restriction or limitation. 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 Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA, and shall not be used by Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 24. AWARD OF AGREEMENT. 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. 25. NON-DELEGABILITY. The obligations of 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: To Grantee: 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 With copy to: Anna -Bo Emmanuel, Chief Legal Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: AEmmanuel@miamigov.com Leroy Jones, Executive Director Neighbors and Neighbors Association, Inc. 5120 NW 24th Avenue Miami FL 33142 Email: leroy@nanafl.org 29. INDEPENDENT CONTRACTOR. 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. 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. 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 Grantee have executed this Agreement. ATTEST: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Cornelius Shiver Clerk of the Board Executive Director APPROVED AS TO FORM AND APPROVED AS TO INSURANCE LEGAL SUFFICIENCY: AP By: Anna -Bo Emmanuel (Aug 13, 202107:27 EDT) Anna -Bo Emmanuel REQUIREMENTS: By: Frank Goz (Aug 13, 2021 07:26 EDT) Anne Marie Sharpe Chief Legal Counsel Director of Risk Management WITNESSES: NEIGHBORS AND NEIGHBORS ASSOCIATION, INC., a Florida non-profit corporation ("Grantee"): By: Victoria GosAug 12, 202112:04 EDT) Print: Victoria Goss By: Kildare Bet ry (Aug 2,2021 6:58 EDT) Print: Kildare Berry By: Leroy Jones (Aug 12, 202111:54 EDT) Leroy Jones Executive Director [SIGNATURE PAGE TO GRANT AGREEMENT] EXHIBIT "A" Resolution No. CRA-R-21-0022 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-21-0022 File Number: 9397 Final Action Date:7/2212021 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, AUTHORIZING THE ISSUANCE OF A GRANT TO NEIGHBORS AND NEIGHBORS ASSOCIATION, INC., IN AN AMOUNT NOT TO EXCEED $200,000.00 FOR THE FIRST YEAR, WITH THE OPTION TO RENEW FOR ONE ADDITIONAL ONE-YEAR PERIOD, SUBJECT TO FUNDING AVAILABILITY, TO UNDERWRITE COSTS ASSOCIATED WITH THE CONTINUED OPERATION OF THE BUSINESS INCUBATOR AND DEVELOPMENT PROGRAM, TECHNICAL ASSISTANCE/PROCUREMENT PROGRAM, AND OVERTOWN EMPLOYMENT TRAINING AND REFERRAL PROGRAM FOR 2021-2023; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; 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; ALLOCATING FUNDS FROM SEOPW "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 2018 Southeast Overtown/Park West Community Redevelopment Updated Plan ("Updated Plan"); and WHEREAS, the SEOPW CRA has funded Neighbors and Neighbors Association, Inc. ("NANA") for the past 12 years; and WHEREAS, NANA is a non-profit corporation established in 1995 to assist small businesses throughout Miami -Dade County, and has been retained by Miami -Dade County to provide technical assistance for its Mom and Pop Small Business Grant Program and its Micro Loan Program; and WHEREAS, NANA seeks assistance from the SEOPW CRA to underwrite costs associated with the continued administration and operation of the Business Incubator and Development Program, Technical Assistance/Procurement Training Program, and Overtown Employment Training and Referral Program; and WHEREAS, the Business Incubator and Development Program serves Overtown by continuing to provide services to a number of local businesses by enabling access to technical assistance, office services, workshops and training, assistance with identifying capital funding sources, and a business mentoring partnership; and WHEREAS, the Technical Assistance/Procurement Training Program assists small businesses in Overtown with effectively competing for governmental contracting opportunities City of Miami Page 1 of 3 File ID: 9397 (Revision:) Printed On: 7/24/2021 File ID: 9397 Enactment Number: CRA-R-21-0022 by aiding with responses to formal solicitations, developing proposals, and applying for grant and loan programs; and WHEREAS, the Overtown Employment Training and Referral Program will help equip Overtown residents with the skills necessary to enter into the workforce; and WHEREAS, in recognition of NANA's success with small businesses and job creation, the SEOPW CRA has authorized grants to NANA in the past to ensure that specialized technical assistance, tailored to the needs of the Redevelopment Area, is available to complement and further the SEOPW CRA's economic development efforts; and WHEREAS, pursuant to Section 163.340(9) of the Florida Statutes "community redevelopment...means undertakings, activities, or projects...in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight"; and WHEREAS, Section 2, Goal 4 at page 10 of the Updated Plan lists the "creati[on of] jobs within the community..." as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6, at page 10 of the Updated Plan, lists the "[i]mprove[ment of] the [q]uality of [I]ife for residents" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan further lists the promotion of "local cultural events, institutions, and businesses" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan also provides that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future residents and businesses[,] ... [it is necessary to] support and enhance existing businesses and ... attract new businesses that provide needed services and economic opportunities ...." ; and WHEREAS, the Board of Commissioners wishes to authorize a grant to NANA, in an amount not to exceed $200,000.00 for the first year, with the option to renew for one additional one-year period, subject to funding availability, to underwrite costs associated with the continued administration and operation of the Business Incubator and Development Program, Technical Assistance/Procurement Training Program, and Overtown Employment Training and Referral Program for 2021-2023; and WHEREAS, the Board of Commissioners finds that this Resolution furthers the SEOPW CRA's 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 to Neighbors and Neighbors Association, Inc. in an amount not to exceed $200,000.00 for the first year, with the option to renew for one additional one-year period, subject to funding availability, to underwrite costs associated with the continued administration and operation of the Business City of Miami Page 2 of 3 File ID: 9397 (Revision:) Printed on: 7/24/2021 File ID: 9397 Enactment Number: CRA-R-21-0022 Incubator and Development Program, Technical Assistance/Procurement Training Program, and Overtown Employment Training and Referral Program for 2021-2023. Section 3. The Executive Director is authorized to execute all documents necessary for said purpose. 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 to be allocated from SEOPW "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its ado APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Anna -Bo 'tr manuel,hief Legal Counsel 7/15/2021 City of Miami Page 3 of 3 File ID: 9397 (Revision:) Printed on: 7/24/2021 EXHIBIT "B" Scope of Work and Budget NEIGHBORS AND NEIGHBORS ASSOCIATION, INC. ("NANA") Overtown Business and Employment Resource Center for the Southeast Overtown/Park West Redevelopment Area I. ORGANIZATIONAL EXPERIENCE NANA has been funded by the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") since 2008. NANA has a wealth of experience in assisting small businesses to realize economic success. NANA' s technical assistance includes, but is not limited to, assisting businesses with technical support by offering business training, negotiating with government agencies, permits, license, code compliance, completing loan and grant applications, landlord/tenant disputes, 40-year building recertification, on -site visits and referrals. NANA's goal to help small businesses and to support economic development initiatives are clearly evident from the nature of the numerous programs administered by NANA. A. MIAMI-DADE COUNTY "MOM A N D POP" S MALL BUSINESS GRANT PROGRAM Examples of the aforementioned can be seen in NANA's administration of Miami -Dade County's "Mom and Pop Small Business Grant Program," in which NANA has created an avenue to access dedicated funding through Miami -Dade County. The "Mom and Pop Small Business Grant Program" was created to provide financial and technical assistance to qualified small businesses that are approved for funding. In turn, small businesses have been afforded the opportunity to interact with local government under favorable conditions and this relationship has ultimately worked towards bridging the gap between the small business community and local governmental entities. Funding from the "Mom and Pop Small Business Grant Program" can be used to purchase equipment, supplies, advertising/marketing inventory, building liability insurance, security systems and to make minor renovations. NANA helped to develop the grant process for the "Mom and Pop Small Business Grant Program" in order to ensure that funding reach those eligible businesses in need. Participants in the "Mom and Pop Small Business Grant Program" are afforded technical assistance to help create better working and business environments, promote economic development opportunities, and educate small businesses on the various programs and projects that benefit small businesses. As a result, financial assistance has been made available to over 6,000 small businesses throughout Miami -Dade County. B. MIAMI-DADE COUNTY "MICRO LOAN PROGRAM" As with the "Mom and Pop Small Business Program," NANA, through Tools for Change, Inc. also administers Miami -Dade County's Micro Loan Program, which provides direct technical assistance to a minimum of 300 small businesses throughout Miami -Dade County in order to assist said businesses in becoming efficient and profitable. Additionally, small businesses are able to access funding through a loan process that considers the economic circumstances of these small businesses. C. CITY OF MIAMI "MICRO ENTERPRISE BUSINESS ASSISTANCE PROGRAM" NANA administers the City of Miami's Micro Enterprise Business Program, which provides funding, up to $10,000 to low to moderate income business owners located in the City of Miami's Districts. D. SMALL BUSINESS FORMATION WORKSHOP The Small Business Formation Workshop provided by NANA offers a thorough overview of all .the considerations and components of starting a business. Participants in the workshop learn how to incorporate as a corporate business entity, and what type of corporation status their particular business needs, as well as the various legal entities involved in incorporating. The workshop also offers participants a corporate kit filling. D. Miami- Dade County Employ Miami- Dade Training Program NANA administers the Miami -Dade County Employ Miami -Dade Training Program, which provides vocational and work readiness training classes low income, unemployed, underemployed hard to employ residence who reside within one of the eighteen (18) disadvantages communities throughout Miami Dade County. Participants enrolled in classes who successful complete are eligible to receive a stipend up to $ 1,375. H. BUSINESS INCUBATOR AND DEVELOPMENT PROGRAM: OVERTOWN EMPLOYMENT TRAINING AND REFERRAL PROGRAM: TECHNICAL ASSISTANCE / PROCUREMENT TRAINING PROGRAM A. REQUEST NANA seeks to continue the provision of assistance to small businesses and to expand its efforts to reach individual residents to help develop job opportunities for said residents. To achieve this, NANA hopes to continue its administration of the Business Incubator and Development Program at the Overtown Business Resource Center, and the Overtown Employment Training and Referral Program. In addition, NANA is seeking to develop and administer the Technical Assistance / Procurement Training Program, which will further enhance the impact of NANA's efforts in Overtown. The Business Incubator and Development Program will continue to provide office space and direct technical assistance to small businesses with the hope of creating job opportunities for residents. Participants in the Business Incubator and Development Program will benefit from various training exercises and exposure to successful business owners who can act as mentors. The Technical Assistance / Procurement Training Program will help prepare Overtown businesses to effectively compete for governmental contracting opportunities. Participants will be given technical assistance on how to respond to formal solicitations, develop unsolicited proposals, and how to apply for grant and/or loan programs offered by local governments. The Overtown Employment Training and Referral Program will continue to help to prepare residents throughout the Redevelopment Area to enter into stable, gainful employment by identifying their level of job readiness and providing them with the skills necessary to enter into the workforce. NANA is interested in continuing its administration of Business Incubator and Development Program and implementing the Technical Assistance / Procurement Training Program because the services offered through said Programs complement our organizational goals and objectives of offering direct assistance to small businesses, while also serving to support economic development in the Redevelopment Area. 2 B. DESCRIPTION AND SCOPE 1. BUSINESS INCUBATOR AND DEVELOPMENT PROGRAM The Business Incubator and Development Program provide incubator space each month to a minimum of five (5) businesses owned within the Redevelopment Area. Services provided through this program include: • Access to various business related workshops and training • Computer use and Wi-Fi access • Access to site visits of successful business enterprises and participation in a business mentoring partnership • Office services, including copies, telephone and facsimile use, and notary services • Access to conference space • Business referrals • Link business to City/County websites (advertising) In an effort to ensure that participating businesses are fully realizing the benefits offered, NANA will monitor businesses that receive incubator space by evaluating the following: • Program participation/completion • Attainment of required licenses/permits • Workshop/training session attendance • Sales/Gross receipts Additionally, invited guest speakers will be participating and offering business insights and opportunities in their respective fields (i.e., Department of Treasury/IRS, Barry University Entrepreneurial Institute, City of Miami Purchasing Department, CareerSource South Florida, Accion USA, Partners for Self- Employment, Service Corp. of Retired Executives (SCORE), Florida Women's Center, Miami -Dade County Department of Procurement Management, etc.) Business participants are generally small businesses located in low to very low income areas and their customer base also falls into the low to very low income category, and whose census tracts with the L/M population is fifty-one percent or more. NANA also intends to leverage benefits afforded to participating businesses under the Incubator and Development Program with the other programs administered by NANA on behalf of the City of Miami and Miami -Dade County. 2. TECHNICAL ASSISTANCE / PROCUREMENT TRAINING PROGRAM The Technical Assistance / Procurement Training Program will offer assistance and training to Incubator Residents and other Overtown businesses in the following areas: • Business Plan Preparation • Strategic Planning • Understanding & Satisfying Regulatory Requirements (City, County, State, Professional, etc.) • Identification of Capital Funding Sources • Customer Service • Business Development Planning • Marketing/Advertising/Public Relations • Doing Business with Government • Responding to Formal Procurement Solicitations: o Bids o RFP's/RFA's o RFLI's • Applying for Grants/Loans • Preparation and Submission of Unsolicited Proposals This Technical Assistance will be provided either through workshops conducted by subject matter experts or through one-on-one counseling with program staff. Technical Assistance related to formal procurement solicitations will be offered to individuals/businesses that meet the minimum qualifications for the solicitation(s) they are seeking to respond to and have readily available all required documentation. Technical Assistance related to grants, loans and unsolicited proposals will focus upon assisting business owners to take advantage of the types of programs offered by local governments to assist small businesses (i.e. Micro -Enterprise, Mom & Pop, Micro -Loan, etc.). Business owners will be trained on how to complete applications for such programs and the types of documentation they will need in order to be considered for funding opportunities. They will also receive training on how to prepare and submit unsolicited proposals in order to take advantage of contracting opportunities offered through informal processes. C. BUDGET; REPORTING In order to continue the administration of the Business Incubator and Development Program and the Work Readiness Training Program, and commence administration of the Technical Assistance / Procurement Training Program, NANA requests a grant award of Two Hundred and Fifty Thousand Dollars ($200,000.00) to be disbursed on a monthly basis over the course of one (1) year. NANA will seek disbursement of the grant funds on a monthly basis, and provide the CRA with status reports of progress made under each of the aforementioned programs. Specifically, said reports will detail the following data: Business Incubator and Development Program: • Participating Businesses (Number, Business Name, Type of Business, Phone Number, Email Address) • Services provided to each business • Term of Occupancy of Incubator Space for each business • Workshops attended • Referrals to Other Programs/Opportunities for funding Technical Assistance: • Evaluation of Participating Business to Assess Current Capacity and Goals • Type of Assistance Provided to Each Business • Results of Technical Assistance Provided o Grants/Loans Received by Program Participants o Contracts Awarded to Program Participants o Progress Toward Stated Goals Evaluation: In addition to the monthly reports submitted with invoices, NANA will perform pre and post -program assessments that will track the progress of all businesses and individuals that participate within the Project. These assessments will be submitted to CRA with the fmal invoice for payment. Agency Name: Contract Period Project Name Resoultion Number: 2020- 2021 PROPOSED BUDGET Neighbors And Neighbors Association, Inc. 05/1/2020 to 4/30/2021 Overtown Business Resource Center Description Expenses DIRECT COSTS Original Budget Busines Incubator and Development Program Office Manager $ 40,000 Business Development Counselor $ 36,862 Receptionist $ 30,000 Sub -Total $ 106,862 Center Operations Staff $ 35,599 Office Supplies $ 5,000 Insurance (Liability) $ 4,000 Communications $ 2,439 Permit/License Fees $ 500 Janitorial Expense $ 15,600 Sub -Total $ 63,138 INDIRECT COSTS Program Administration Administration/Management $ 30,000 SubTotal $ 30,000 TOTAL PROGRAM COST $ 200,000 EXIIIBIT "C" Insurance Requirements I. INSURANCE REQUIREMENTS FOR GRANTEE A. COMMERCIAL GENERAL LIABILITY (CGL) with the minimum limits jof 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 c. Primary Insurance Clause Endorsement 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 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 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 Million Dollars ($1,00,000.00) 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. PROFESSIONAL/DIRECTORS & OFFICERS LIABILITY shall be provided in amounts not less than One Million Dollars ($1,000,000.00). F. CRIME COVERAGE with the minimum limits of One Hundred Thousand Dollars ($100,000.00) for theft, forgery and altercation. 1. Loss Payees: The following must each be included as additional loss payees 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 G. 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. 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). 1 NANA Grant Agreement - 2021 FINAL Final Audit Report 2021-08-17 Created: 2021-08-11 By: Antonette English (aenglish@miamigov.com) Status: Signed Transaction ID: CBJCHBCAABAAW1gZ-sRPaM_97im5SIHgrNporTxfzEuw "1 NANA Grant Agreement - 2021 FINAL" History t Document created by Antonette English (aenglish@miamigov.com) 2021-08-11 - 8:21:09 PM GMT- IP address: 199.181.140.110 El. Document emailed to Leroy Jones (Ieroy@nanafl.org) for signature 2021-08-11 - 8:35:56 PM GMT t Email viewed by Leroy Jones (Ieroy@nanafl.org) 2021-08-12 - 3:53:20 PM GMT- IP address: 66.102.8.31 eo Document e-signed by Leroy Jones (Ieroy@nanafl.org) Signature Date: 2021-08-12 - 3:54:08 PM GMT - Time Source: server- IP address: 73.124.227.14 E. 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