HomeMy WebLinkAbout23860AGREEMENT INFORMATION
AGREEMENT NUMBER
23860
NAME/TYPE OF AGREEMENT
SEOPW CRA & NEW WASHINGTON HEIGHTS COMMUNITY
DEVELOPMENT CONFERENCE, INC.
DESCRIPTION
GRANT AGREEMENT/FOLK LIFE FRIDAYS/FILE ID: 11417/CRA-
R-22-0004
EFFECTIVE DATE
February 18, 2022
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
3/29/2022
DATE RECEIVED FROM ISSUING
DEPT.
4/19/2022
NOTE
GRANT AGREEMENT
This GRANT AGREEMENT ("Agreement") is made as of this ! q day off ,)'If LLB 2022 ("Effective
Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY ' JEVELOPMENT
AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida
Statutes ("CRA"), and the NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT
CONFERENCE, INC., a Florida non-profit corporation ("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 (the "Plan"); and
B. 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
C. WHEREAS, Section 2, Principle 6, at page 15, of the Plan lists the promotion of "local cultural
events, institutions, and businesses," as a stated redevelopment principle; and
D. WHEREAS, Section 2, Principle 14, at page 16 of the Plan also lists "restor[ing] a sense of
community and unify[ing] the area culturally," as a stated redevelopment principle; and
E. WHEREAS, the Grantee has developed "Folklife Fridays," a monthly open-air market that
showcases various local vendors selling a variety of items, such as arts and crafts, books, jewelry, clothing, and
food ("Project"); and
F. WHEREAS, the Grantee requested a grant to underwrite the costs associated with the continued
operation of the Project for the next year; and
G. WHEREAS, the Board of Commissioners, by Resolution No. CRA-R-22-0004 attached hereto as
Exhibit "A", passed and adopted on February 7, 2022, the issuance of a grant, in an amount not to exceed One
Hundred and Ninety Thousand Dollars and No Cents ($190,000.00), to the Grantee to underwrite costs associated
with the Project during the 2022 calendar year; and
H. 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 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 CRA hereby agrees to make available to the Grantee the Grant to be used for the
purpose and disbursed in the manner hereinafter provided.
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3. USE OF GRANT. The Grant shall be used to underwrite costs associated with the continued
operation and programming of the Project, in accordance with the Scope of Work and Budget attached hereto as
Exhibit "B", attached hereto and incorporated herein.
4. TERM. The term of this Agreement shall commence on the Effective Date written above and
shall terminate one (1) calendar year from the Effective Date 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 One Hundred and Fifty Thousand Dollars and No Cents
($150,000.00). In no event shall payments to Grantee under this Agreement exceed One Hundred and Fifty
Thousand Dollars and No Cents ($150,000.00). Payments shall be made to Grantee or directly to vendors on
behalf of Grantee, only after receipt and approval of requests for disbursements.
b. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the CRA all requests
for the expenditure of Grant funds for pre -approval by the CRA. Failure to submit said requests prior to
incurring expenses may result in the Grantee bearing the costs incurred. The CRA shall review said requests to
ensure that the expense sought to be incurred by the Grantee is an expense within the Scope of Work and Budget
attached hereto as Exhibit "B" and the CRA reserves the right to deny any and all requests it deems to be outside
of the scope and 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. 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
Project's approved scope of work and budget and for expenditures incurred during the Term of this Agreement,
as reflected in Exhibit `B". For purposes of this Agreement, "supporting documentation" may include invoices,
receipts, photographs, and any other materials evidencing the expense incurred. The Grantee agrees that all
invoices or receipts reflecting the expenses incurred in connection to the Project 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 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 Project -specific expenditure paid in cash. Grantee acknowledges
that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement.
e. NO ADVANCE PAYMENTS. The CRA shall not make advance payments to the
Grantee or Grantee's vendors for services not performed or for goods, materials or equipment which have not
been delivered to the Grantee for use in connection with the Project.
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f. EQUIPMENT AND SUPPLIES. The Grantee understands and acknowledges that
all equipment and supplies, including but not limited to tables, chairs, and tents purchased with Grant funds are
property of the CRA and shall be returned to the CRA in the event that Grantee ceases of receive grant funding
from the CRA for the Project. The Grantee agrees to keep the equipment and furniture free from all adverse liens
and in good repair, to not waste or destroy the equipment and supplies, to keep the equipment and supplies
insured against risk of loss or damage, and to allow the CRA to examine and inspect the equipment and supplies
at any reasonable time. The Grantee further agrees not to sell, dispose, encumber, or transfer said equipment and
supplies or any interest without the prior written consent of the CRA. At any time during the operation of the
Project, the Grantee may request in writing to purchase said equipment and supplies from the CRA, for a period
of ten (10) years after the Effective Date and at its current market value to be determined by the Financial Officer
of the CRA.
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 Project; or
e. Take such other remedies that may be legally permitted.
8. RECORDS AND REPORTS/AUDITS AND EVALUATION.
a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be
subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature
of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention.
Moreover, in furtherance of the 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 Project for a period of five (5) years after the expiration, early
termination or cancellation of this Agreement.
b. REPORTS. The Grantee shall deliver to the 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.
c. AUDIT RIGHTS. The CRA shall have the right to conduct audits of the Grantee's
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records pertaining to the Grant and to visit the Project, 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 Scope of Work and Budget set forth in Exhibit "B."
b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Project
in accordance with the Scope of Work and Budget set forth in Exhibit "B." All expenditures of the Grant will be
made in accordance with the provisions of this Agreement.
c. SEPARATE ACCOUNTS. The Grant shall not be co -mingled with any other funds, and
separate accounts and accounting records will be maintained.
d. POLITICAL ACTIVITIES. No expenditure of Grant funds shall be used for political
activities.
e. LIABILITY GENERALLY. The Grantee shall be liable to the CRA for the amount of
the Grant expended in a manner inconsistent with this Agreement.
f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the
part of, and has been, or will be, duly executed and delivered by the Grantee, and neither the execution and
delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of
any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any
existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture,
mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions, or on the date of this
Agreement, any other agreement or instrument to which the Grantee is a party; or (iii) contravenes or results in
any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of
any lien or encumbrances upon any property of the Grantee.
11. NON-DISCRIMINATION. The Grantee, for itself and on behalf of its contractors and sub-
contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age,
disability, or any other protected class prescribed by law in connection with its performance under this
Agreement. Furthermore, the Grantee represents that no otherwise qualified individual shall, solely, by reason of
his/her race, sex, color, religion, national origin, age, disability or any other member of a protected class be
excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or
activity receiving financial assistance pursuant to this Agreement.
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12. CONFLICT OF INTEREST. The Grantee is familiar with the following provisions regarding
conflict of interest in the performance of this Agreement by the Grantee. The Grantee covenants, represents and
warrants that it will comply with all such conflict of interest provisions:
a. Code of the City of Miami, Florida, Chapter 2, Article V.
b. Miami -Dade County Code, Section 2-11.1.
13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and
continued authorization for Project activities, and is subject to amendment or termination due to lack of funds or
authorization, reduction of funds, or change in regulations. The 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 Project,
in all forms of media and communications created by the Grantee for the purpose of publication, promotion,
illustration, advertising, trade or any other lawful purpose, including but not limited to stationary, newspapers,
periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or
internet advertisements or interviews.
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 CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether
disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to
the Grantee, its officers, directors, members, employees, agents, representatives, with respect to any of the
provisions of this Agreement or performance under this Agreement.
17. INDEMNIFICATION OF THE CRA. The Grantee agrees to indemnify, defend, protect and
hold harmless the CRA and the City of Miami 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
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to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in
connection with: (i) the performance or non-performance of the services, supplies, materials and equipment
contemplated by this Agreement or the Project, including risk of loss of artwork on display for the duration of
this Agreement or the Project, whether directly or indirectly caused, in whole or in part, by any act, omission,
default, professional errors or omissions, or negligence (whether active or passive) of the Grantee or its
employees, agents or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is
alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default,
breach, or negligence (whether active or passive) of the 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. This section shall be interpreted in a manner to comply with any applicable
Florida Statutes, including, without limitation, 725.06 and 725.08, Fla. Stat., if applicable. The Indemnification
shall survive the cancellation or expiration of the Agreement.
18. 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 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 Project 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 Project, 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.
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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.
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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 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: James McQueen, Executive Director
Southeast Overtown/Park West Community Redevelopment Agency
819 N.W. 2nd Avenue, 3rd Floor
Miami, FL 33136
Email: cshiver@miamigov.com
To Grantee:
Jackie Bell, Executive Director
New Washington Heights Community Development Conference, Inc.
1600 N.W. 3rd Avenue, Building D
Miami, FL 33136
Email: rogers.andrea988@gmail.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.
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29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and
their respective heirs, executors, legal representatives, successors, and assigns.
30. 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.
Agreement.
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
[Signature page to follow.]
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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.
ATTEST:
Clerk of the Board
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
\Listens M► ndeD V %vc.u.s"� i
Legal Counsel
WITNESSES:
By: ) UE�,l/ '
Print:
By:
Print: CT/`t �4 i f lf'
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, of the
City of Miami, a public agency and body corporate
created pursuance to Section 163.356, Florida Statutes
James cQueen
Executive Director.,
APPROVED/AS TO S - 'l NCE
REQUIREMENTS:
y:
Ann -Ma ie Sh. se
Directo of Ris Management
NEW WASHINGTON HEIGHTS COMMUNITY
DEVELOPMENT CONFERENCE, INC., a Florida non-
profit corporation ("Grantee"):
By: I3
kie Bell
xecutive Director
Page 10 of 10
EXHIBIT "A"
Resolution No. CRA-R-22-0004
Southeast Overtown/Park West
Community Redevelopment Agency
Legislation
CRA Resolution: CRA-R-22-0004
File Number: 11417
Final Action Date:2/7/2022
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF A GRANT TO NEW WASHINGTON
HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, INC., IN AN AMOUNT
NOT TO EXCEED $190,000.00, TO UNDERWRITE COSTS ASSOCIATED WITH
THE PRODUCTION AND OPERATION OF "FOLK LIFE FRIDAYS", A MONTHLY
OPEN-AIR MARKET IN THE REDEVELOPMENT AREA, FOR 2022-2023;
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS
NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE
EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A
REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON
PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION;
FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND,
ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO.
10050.920101.883000.0000.00000.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency
("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida
Statutes, and is responsible for carrying out community redevelopment activities and projects
within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West
Community Redevelopment Plan ("Plan"); and
WHEREAS, Section 2, Goal 5 on page 11 of the Plan lists the "[p]romotion and
marketing of the community" as a stated redevelopment goal; and
WHEREAS, Section 2, Principle 6 on page 15 of the Plan lists the promotion of "local
cultural events, institutions, and businesses" as a stated redevelopment principle; and
WHEREAS, Section 2, Principle 14 on page 16 of the Plan also lists "restor[ing] a sense
of community and unify[ing] the area culturally," as a stated redevelopment principle; and
WHEREAS, New Washington Heights Community Development Conference Inc. ("New
Washington Heights") has developed "Folk Life Fridays" as an open-air market to be held every
first Friday of the month from 12:00 p.m. to 10:00 p.m. The monthly event will showcase various
local vendors selling a variety of items such as arts and crafts, books, jewelry, clothing, and food
on the 9th Street Pedestrian Mall in the Redevelopment Area; and
WHEREAS, since 2010 the Board of Commissioners (the "Board"), by Resolution Nos.
CRA-R-10-0017, CRA-R-11-0005, CRA-R-11-0016, CRA-R-12-0030, CRA-R-13-0010, CRA-R-
14-0017, CRA-R-14-0072, CRA-R-15-0056, CRA-R-17-0003, CRA-R-18-0015, CRA-R-19-
0007, and CRA-R-20-0028 has previously supported New Washington Heights in the operation
of "Folk Life Fridays"; and
City of Miami
Page 1 of 2 File ID: 11417 (Revision:) Printed On: 2/9/2022
File ID: 11417 Enactment Number: CRA-R-22-0004
WHEREAS, the Board wishes to authorize the issuance of a grant, in an amount not to
exceed $190,000.00 to New Washington Heights to underwrite costs associated with the
production of "Folk Life Fridays" for 2022-2023; and
WHEREAS, the Board finds that such a grant would further the aforementioned
redevelopment goals and objectives;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes the issuance of a grant,
in an amount not to exceed to $190,000.00, to New Washington Heights Community
Development Conference, Inc. to underwrite costs associated with the production and operation
of "Folk Life Fridays", a monthly open air market in the Redevelopment Area, for 2022-2023.
Section 3. The Executive Director is authorized to execute all documents necessary
for the purposes set forth above.
Section 4. The Executive Director is authorized to disburse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation.
Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled
"Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Geo(ge K. Wysong III, Di,j` isio5/Chief 1/25/2022
City of Miami Page 2 of 2 File ID: 11417 (Revision:) Printed on: 2/9/2022
EXHIBIT "B"
Scope of Work and Budget
2022
NEW WASHINGTON HEIGHTS
COMMUNITY DEVELOPMENT CONFERENCE
1
Folk Life
Friday
• Has been a catapult to launch and sustain
several local businesses with having our
events every first Friday of the month for the
past 10 plus years, Businesses such as local
caterers, food truck vendors, and marketing
companies. With our live entertainment With
us bringing in international and national
recording artist and local recording artist
and bands to bring Art and culture Into the
Overtown community, As a midday get away
A break to start off your weekend during
your lunch hour. This has been our model
that we have worked on for several years
2
1
2022
3
Folk Life
Friday
• The current model as a day party or
as a afternoon break on your Friday
before your weekend starts has
brought much joy to our seniors of
the community and our children with
our live entertainment and the food
that they are spending served lots of
the local office buildings such as
Miami Dade transit city of Miami
police the federal building the juvenile
courthouse add many other offices
throughout the downtown Miami
area.
4
2
2022
5
Folk life
Friday
Now looking into the future of the event we
are looking to make some minor changes.
We would like to change our times of
operation Making it a multiple day event
throughout the month not just once a
month. We would like the change but look of
the event adding a little more lighting
splashes of color To give it more of a festival
fun destination event. We are open to
making other adjustments is doing a farmers
market on Saturday a Saturday event a day
party even open to doing events on Sunday
lets keep all options open end days let's try
to make folklife Friday not just a Friday
event but lets make it a weekend so let's call
it folklife Weekender
6
3
2022
7
Folk life
Weekend
And as folklife has done in the past
we would like to honor all of our civic
and social leaders in the community
going forward
8
4
2022
9
5
New Washington Heights CDC Proposal
Overtown FolkLife Friday
February 2022- February 2023
Overview
New Washington Heights CDC is pleased to submit this proposal to the Southeast Overtown/Park West
Community Redevelopment Agency. Funding is requested to support Over town's FolkLife Fridays, a
hidden jewel, the Over town 9th street mall is home to Folklife Friday, an open-air marketplace which
serves as a hub of economic development activity within the Overtown community. Month on Friday of
every month year-round, the marketplace is home to soul food, Hispanic and Caribbean food venders,
entrepreneurial retailers, renowned entertainers, local DJ's and a mix of residents, professionals and
tourist enjoying good food, fun in Miami's sun and a blend of pop, R&B, and oldies but goodies.
Accomplishment
To date, this unique economic development project attracts Overtown residents, employs locals,
entertains professionals, and even invites those who grew up in Overtown a chance to come back to the
neighborhood to support the area and witness the SEOPW CRA transformative projects come to life. A
socio-economic driver of progress, folklife Friday's help businesses meet their monthly revenue goals.
In addition, the festival provides the opportunity for broad -based community recognition, elected officials
to meet and learn from residents, past attendees include the County and City Mayor, State representatives,
Senators, School Board Members, and other elected and notable citizens.
Rationale
The Overtown 9th Street Mall was conceptualized by New Washington Heights CDC and community
stakeholders in 1979 and was incorporated into the original SEOPW CRA redevelopment plan in 1981.
It was put forth as an integral project to help rid the Overtown area of slum and blight and promote
sustainable economic development activities in the area, the project has received investment by the
SEOPW CRA over the last 10 years.
Objectives
• #1 Promote businesses within the Overtown Community
• #2 Market the Overtown community as a cultural heritage tourist destination
Scope Of Work
New Washington Heights CDC will conceptualize, develop, implement, and operate an open-air
marketplace festival to occur within the boundaries of the Historic Overtown folk Life District, an area
bounded by NW 5th St, NW 14th St, NW 3rd Ave. The goals of the project are to:
• Promote commerce
• Support local businesses within the Overtown community
• Diversity market and entertainment options for residents and surrounding communities
• Market the SEOPW Redevelopment Area as a cultural heritage tourist destination
Implementation Strategy
The execution strategy incorporates proven methodologies, extremely qualified personnel, and a highly
responsive approach to managing deliverables. Following is a description of our project methods,
including how the project will be developed, a proposed timeline of events, and reasons for why we
suggest developing the project as described.
1. The event will occur Twice a Monthly on Friday January -December from
12:OOpm - 10:OOpm.
2. A planned schedule of events will be prepared annually.
3. The events operations will be accessible and for the enjoyment of the public.
4. The event will actively engage businesses within and the Redevelopment Area to participate.
5. The marketing strategies used will include community -based efforts, attending area meetings,
speaking with area businesses, social media, and radio as needed.
6. Efforts will be made to diversify participating vendor products, services, and pricing.
7. Efforts will be made to attract vendors who will sell branded items that representHistoric
Overtown.
Line-UJ
Month
Description
January
MLK Birthday Celebration
February
Black history Month Celebration
March
Women's History Month Celebration
April
Gospel Explosion
May
Spring Celebration
June
Summertime Family Reunion
July
BBQ Cook -Off Competition
August
Overtown Business Expo
September
Back to School
October
Halloween Fun Zone
November
Giving Thanks
December
Soul basel
Deliverables
Key project dates are outlined below. Dates are best guess estimates and are subject to change
until a contract is executed.
Description
Time frame
Duration
Submit Reimbursement/
Payment request
Monthly
Jan -Dec
Event Marketing
Weekly
Jan -Dec
Recruit and confirm.
Vendors
Monthly
Jan -Dec
Recruit and confirm.
Entertainment
Monthly
Jan -Dec
3
Budget
Budget Line -Item
Description
PROPOSED BUDGET
Permits -special events
$ 600
Insurance
$ 3,000
Marketing / promotions/ public
relations
$ 14,900
Equipment rental/ stage
$ 10,000
Entertainment
$ 25,000
Sanitation- clean up
$ 10,000
Sanitation -portable restrooms
$ 17,000
Equipment table/ chairs
$ 10,000
Supplies and materials
$ 20,000
Management /operation fees
$ 40,000
Program Assistant
$ 30,000
Staffing
$ 2,000
Fire
$ 3,000
Police
$ 4,500
Total
S 190,000
Thank you for your Consideration,
JACKIE BELL
Jackie Bell, Executive Director
New Washington Heights CDC
4
attachment for Plan of Action for COVID-19 Center for
Disease Control Prevention.
5
EXHIBIT "C"
Insurance
EXHIBIT "D"
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 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 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. 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).
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