HomeMy WebLinkAbout25006AGREEMENT INFORMATION
AGREEMENT NUMBER
25006
NAME/TYPE OF AGREEMENT
SEOPW CRA & OVERTOWN OPTIMIST CLUB, INC.
DESCRIPTION
GRANT AGREEMENT/YOUTH PROGRAMMING
INITIATIVES/FILE ID: 14366/CRA-R-23-0038
EFFECTIVE DATE
October 1, 2023
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
5/21/2024
DATE RECEIVED FROM ISSUING
DEPT.
6/5/2024
NOTE
9 500 U
GRANT AGREEMENT
This GRANT AGREEMENT ("Agreement") is made as of this S+ day of 0 C ber 2023
("Effective Date") by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to
Section 163.356, Florida Statutes ("CRA"), and OVERTOWN OPTIMIST CLUB, INC., a Florida not -for -profit
corporation ("Grantee").
RECITALS
A. WHEREAS, the 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 Redevelopment Plan Update (the
"Plan"); and
B. WHEREAS, under Florida Statutes, Section 163.340(9) of the Community Redevelopment Act,
(the "Act"), "community redevelopment means projects of a ... community redevelopment agency in a community
redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and
C. WHEREAS, Section 2, Goal 4 on page 10 of the Plan lists the "creati[on of] jobs within the
community..." as a stated redevelopment goal; and
D. WHEREAS, Section 2, Goal 6, on page 10 of the Plan, lists the "[i]mprove[ment of] the [q]uality
of [1]ife for residents" as a.stated redevelopment goal; and
E. WHEREAS, Section 2, Principle 4, on page 13 of the Plan provides that "employment
opportunities be made available to existing residents ..." as a stated redevelopment principle; and
F. WHEREAS, Section 2, Principle 6, on page 14 of the Plan provides that to "address and improve
the neighborhood economy and expand economic opportunities of present and future residents ..."
G. WHEREAS, Grantee is a not -for -profit organization that has provided a safe haven for the youth
of the Overtown Community for the past 28 years; and
H. WHEREAS, Grantee provides services to youth during out -of -school hours: sports, nutrition and
academic advisement; and
I. WHEREAS, grant funds for this project will be used to administer year round programing
including Summer and Spring Break in Fiscal Year 2023-2024, (the "Program");
J. WHEREAS, the Program provide enhancements to the lives of the Program participants; and
K. WHEREAS, the Board of Commissioners, Resolution No. CRA-R 23-0038 attached hereto as
Exhibit "A", passed and adopted on July 27, 2023, authorized the issuance of a grant to Grantee, in an amount not
to exceed Two -hundred Thousand Dollars and Zero Cents ($200,000.00), to underwrite the costs associated with
the Program; and
L. WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions
relating to the use of this grant;
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NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other
good and valuable consideration, receipt, and sufficiency 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 Grantee grant funds 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
incurred during the Term of this Agreement, in accordance with the Program's approved scope of work and budget,
("Scope of Work and Budget") as described in 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 upon the earlier of one (1) year after the Effective Date, or when the grant funds of Two -hundred
Thousand Dollars and Zero Cents ($200,000.00) are expended, whichever occurs first. However, the following
rights of the CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require
reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies,
limitation of liability, indemnification, and recovery of fees and costs.
5. DISBURSEMENT OF GRANT.
a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the CRA
shall make available to Grantee up to Two -hundred Thousand Dollars and Zero Cents ($S200,000.00). In no event
shall payments to Grantee under this Agreement exceed Two -hundred Thousand Dollars and Zero Cents
(S200,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt
and approval of requests for disbursements in accordance with the approved Scope of Work and Budget.
b. REQUESTS FOR DISBURSEMENT OF GRANT FUNDS. All requests for the
disbursement of grant funds by Grantee shall be submitted in writing to the 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 and/or expenditures incurred, and that the request is being made in
accordance with the Program's approved Scope of Work and Budget, as reflected in Exhibit "B", for expenditures
incurred during the Tenn of this Agreement. 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 CRA in light of Grantee's inability to bind the CRA to any legal and/or monetary
obligation whatsoever. The CRA reserves the right to request additional supporting documentation for any
expenditures, and the CRA reserves the right to deny any and all requests it deems to be outside of the approved
Scope of Work and Budget. Grantee's failure to provide additional supporting documentation or explanation
regarding expenses incurred, when requested by the 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 CRA.
c. 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.
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d. NO ADVANCE PAYMENTS. The CRA shall not make advancepayments to Grantee or
Grantee's vendors for services not performed or for goods, materials, or equipment which have not been delivered
to Grantee for use in connection with the Project.
6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of
grant funds 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 funds 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 9(c) below, Grantee acknowledges and accepts the CRA's right
to access Grantee's records, legal representatives' and contractors' records, and the obligation of Grantee to retain
and to make those records available upon request, and in accordance with all applicable laws. Grantee shall keep
and maintain records to show its compliance with this Agreement. In addition, 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. 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. Grantee shall deliver to the CRA reports relating to the use of grant funds as
requested by the CRA, from time to time and as detailed herein. 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 CRA shall have the right to conduct audits of Grantee's records
pertaining to the grant funds and to visit the Program, in order to conduct its monitoring and evaluation activities.
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. 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.
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9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, Grantee shall transfer to
the 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 Grantee shall be submitted to the
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 this Agreement shall be used solely for the
Project in accordance with the Scope of Work and Budget set forth in Exhibit "B". All expenditures of grant funds
will be made in accordance with the provisions of this Agreement.
c. SEPARATE ACCOUNTS. Grant funds shall not be co -mingled with any other funds, and
separate accounts and accounting records shall 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 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 Grantee is a party; or (iii) contravenes or results in any breach of, or default
under any other agreement to which Grantee is a party, or results in the creation of any lien or encumbrances upon
any property of 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
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authorization, reduction of funds, or change in regulations. The 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 CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or
exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Program, in all forms
of media and communications created by 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. 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 Grantee's use of the CRA's name and logo, confers or may be
construed as conferring upon Grantee any right, title, or interest whatsoever in the 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 CRA that such failure has occurred, then 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 Grantee, terminate this Agreement whereupon all payments, advances, or other
compensation paid by the CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be
immediately returned to the 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 issuance of grant funds under this Agreement, 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 Grantee, its officers, directors, members, employees, agents, or
representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. Any
liability of the CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida
Statutes.
17. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the 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 CRA be liable to Grantee for any additional compensation,
other than that provided herein.
18. INDEMNIFICATION OF THE CRA. 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
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
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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) 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 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 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. The Indemnification shall
survive the cancellation or expiration of the Agreement.
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 CRA, or the City of Miami (which approval shall not be
unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the CRA
on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be
canceled, or materially changed during the performance of the Program under this Agreement without thirty (30)
calendar days prior written notice (or in accordance to policy provisions) to the CRA. Completed Certificates of
Insurance shall be filed with the CRA, to the extent practicable, prior to the performance of Services hereunder,
provided, however, that Grantee shall at any time upon request by CRA file duplicate copies of the policies of such
insurance with the CRA.
If, in the reasonable judgment of CRA, prevailing conditions warrant the provision by Grantee of additional
liability insurance coverage or coverage which is different in kind, CRA reserves the right to require the provision
by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford
written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall
take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days
following CRA's written notice, this Agreement shall be considered terminated on the date the required change in
policy coverage would otherwise take effect. Upon such termination, CRA shall pay Grantee expenses incurred for
the Program, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or
for any consequential or incidental damages.
20. DISPUTES. In the event of a dispute between the Executive Director of the CRA and Grantee as
to the terms and conditions of this Agreement, the Executive Director of the 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 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 CRA and Grantee relating to the Agreement.
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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 a 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 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 CRA, all documents developed by Grantee
shall be delivered to the CRA upon completion of this Agreement, and may be used by the 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 CRA to Grantee pursuant to this Agreement shall at
all times remain the property of the CRA, and shall not be used by Grantee for any other purpose whatsoever,
without the written consent of the CRA.
24. AWARD OF AGREEMENT. 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 funds.
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25. NON-DELEGABILITY. The obligations of 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.
26. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida
law.
27. 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. Should the CRA terminate this
Agreement, 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.
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 CRA: James McQueen, Executive Director
Southeast Overtown/Park West Community Redevelopment Agency
819 N.W. 2°a Avenue, 3rd Floor
Miami, FL 33136
Email: JMcQueen@miamigov.com
To Grantee:
With copies to: Vincent T. Brown, Esq., Staff Counsel
Email: VTBrown@miamigov.com
Mark Stallworth, Program Compliance Analyst
Email: MstaIlworth@miamigov.com
Ieshia L. Haynie, Chief Executive Officer
Overtown Optimist Club, Inc.
350 N.W. 12th Street, Suite 100
Miami, FL 33136
Email: info@theoptimistclub.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
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.
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
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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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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 Grantee have executed this Agreement.
ATTEST:
Todd B. H
itle: Clerk of the Board
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
Name: Vincent T. Brown, Esq.
Title: Staff Counsel
WITNESSES:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, of the
City of Miami, a public agency and body corporate
created pursuant to Section 163.356, Florida Statutes
By: /1
Name: . McQueen
Title: Executive Directo
APPROVE
REQUI
By:
Nam Ann-M
Tit e: D ctor of Risk
AS TO I S ' NC
ENTS:
OVERTOWN
profit or
By: I
10
e
ment
T CLUB. INC., a Florida not-for-
ntee")
hief Executive Officer
EXHIBIT "A"
Resolution CRA-R-22-0038
Southeast Overtown/Park West
Community Redevelopment Agency
Legislation
CRA Resolution: CRA-R-23-0038
File Number: 14366 Final Action Date:7/27/2023
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS)
AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING,
APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S
RECOMMENDATION AND FINDING THAT COMPETITIVE NEGOTIATION
METHODS AND PROCEDURES ARE NOT PRACTICABLE OR
ADVANTAGEOUS PURSUANT TO SECTIONS 18-85(A) OF THE CODE OF THE
CITY OF MIAMI, FLORIDA, AS AMENDED, AS ADOPTED BY THE SEOPW CRA,
WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS
NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE SEOPW CRA;
AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS
DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS,
UPON PRESENTATION OF INVOICES AND SATISFACTORY
DOCUMENTATION FROM THE GRANTS AND AIDS" ACCOUNT NO.
10050.920101.883000.0000.00000, SUBJECT TO THE AVAILABILITY OF
FUNDING, IN AN AGGREGATE AMOUNT NOT TO EXCEED EIGHT HUNDRED
FIFTY SEVEN THOUSAND NINE HUNDRED THIRTY THREE DOLLARS AND
NINETY CENTS ($857,933.90) TO ASSIST THE ORGANIZATIONS SET FORTH
IN EXHIBIT "A", ATTACHED IN INCORPORATED HEREIN, WITH VARIOUS
YOUTH PROGRAMMING INITIATIVES ("PURPOSE") WITHIN THE SEOPW CRA
AREA; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE
AND EXECUTE AGREEMENTS, INCLUDING ANY AND ALL DOCUMENTS
NECESSARY, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL;
FOR THE ALLOCATION OF THE FUNDS FOR THE PURPOSE STATED
HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS, AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Southeast OvertowniPark 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 OvertowniPark West Redevelopment Plan Update (the
"Plan"); and
WHEREAS, Section 2, Goal 4 of the Plan, provides for the creation of jobs within the community
and cultural ventures that will provide life sustaining jobs to residents, as a stated redevelopment goal;
and
WHEREAS. Section 2, Goal 6 of the Plan, lists "improving the quality of life for residents", as a
stated redevelopment goal; and
WHEREAS, Section 2, Principle 4 of the Plan, states, "there must be variety in employment
opportunities" as a stated redevelopment principle: and
City of Miami Page 1 of 3 File ID: 14366 (Revision:) Printed On: 8/4/2023
File ID: 14366 Enactment Number: CRA-R-23.0038
WHEREAS, Section 2, Principle 6 of the Plan, states, "For the SEOPW CRA to achieve its full
potential , it is necessary to address and improve the neighborhood economy and expand economic
opportunities...this entails both the support and enhancement of existing businesses and local
entrepreneurs.."; and
WHEREAS, The organizations, (Breath of Life Ministry of the Arts, Inc., Girl Power Rocks, Inc.,
Optimist Club, Inc., Overtown Youth Center, Inc., Urgent, Inc., and The Liberty City Community
Revitalization Trust)( collectively, the "Organizations") more particularly defined in Exhibit "A" attached
and incorporated herein provide training programs which, among other things include, health and
wellness enrichment, financial literacy, work readiness and job skills training to youth residents within the
redevelopment area preparing for college and the workforce ("Purpose"); and
WHEREAS, the Organizations listed in Exhibit "A," attached and incorporated herein have
completed applications and requested funding to assist with youth training programs, as described in their
respective proposals as set forth in Exhibit "B," attached and incorporated herein; and
WHEREAS, the Organizations' missions continue to align with the Purpose stated herein; and
WHEREAS, the Board of Commissioners wishes to authorize funding in the aggregate amount
not to exceed Eight Hundred Fifty -Seven Thousand Nine Hundred Thirty -Three Dollars and Ninety Cents
($857,933.90) ("Funds") to the Organizations listed and in the respective amounts as set forth in Exhibit
"A"; and
WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the
SEOPW CRA redevelopment goals and objectives; and
WHEREAS, based on the recommendation and findings of the Executive Director, it is in the
SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths
(415ths) vote, a waiver of competitive sealed bidding procedures pursuant to Section 18-85(A) of the
Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, and to
authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms
acceptable to the General Counsel, the Funds to the Organizations set forth in Exhibit "A," subject to the
availability of funds; and
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. By a four -fifths (4/5th) affirmative vote, after an advertised public hearing, the
Executive Director's recommendation and written findings that competitive negotiation methods and
procedures are not practicable or advantageous to the SEOPW CRA, pursuant to Section 18-85 (A) of the
City Code, as adopted by the SEOPW CRA, and waiving the requirements for said procedures is ratified,
approved, and confirmed.
Section 3. The Executive Director is hereby authorized to disperse the Funds, at his
discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation from the Grants and Aids" Account No. 10050.920101.883000.0000.00000, subject to the
availability of funds to the Organizations set forth in Exhibit "A."
Section 4. The Executive Director is authorized to negotiate and execute an agreement,
including any and all necessary documents and all -in forms acceptable to the General Counsel, for said
Purpose to the Organizations set forth in Exhibit "A".
City of Miami Page 2 of 3 File ID: 14366 (Revision:) Printed on: 8/4/2023
File ID: 14366 Enactment Number: CRA•R•23-0038
Section 5. Sections of this Resolution may be renumbered or re -lettered and correction of
typographical errors which do not affect the intent may be authorized by the Executive Director, or the
Executive Director's designee, without need of a public hearing, by filing a corrected copy of the same
with the SEOPW CRA Board Clerk.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL. SUFFICIENCY:
VV),1ce(+ ',5row , -taircounsel 7/20/2023
Clty of Miami Page 3 of 3 Flle ID: 14366 (Revision:) Printed on: 8/4/2023
EXHIBIT "B"
Scope of Work and Budget
Overtown Optimist Club 1 2023-2024 Proposal
Submitted to SEOPW CRA
May 15, 2023
INTRODUCTION
The Overtown Optimist Club (OOC) enhances the quality of life for youth living in and attending schools
within our -community, with theexpress mission of increasing student and family access to affordable,
high quality youth development programming. To achieve its mission, the Club activates a year-round
out -of -school program model which serves as a safe haven for the Overtown community.
For decades, research has shown that the hours immediately after school when parents are unable to
provide direct supervision of their young ones. It is these times when kids and youth are more prone to
risky behaviors or to become victims of crime. Data released by Fight Crime: Invest in Kids, analyzed
law enforcement agency and FBI crime data and was able to verify that the time between 2 pm — 6 pm
during the school week are the peak time for juvenile crime. (Manheimer, 2019)
in its 30-year history. the Overtown Optimist Club has successfully pivoted its hallmark sports enthusiast
programming. to include academic advisement. ensuring students are on track for on -time grade
promotion and high school graduation. A key element within our programming is providing exposure
opportunities which will provide students with skills to assist them in successfully navigating their post-
secondary life experiences. Students join the Overtown Optimist Club, as early as four years of age, and
continue through high school graduation and beyond.
PROJECT PURPOSE
For a number of years Overtown has grappled with high unemployment/underemployment rates, and as a
result many families lack the resources to provide their young ones with a safe, supportive, inclusive
learning and enrichment environment.
The Overtown Optimist Club is so grateful to provide an environment that nurtures youth between the
ages of 4 — 14, as well as providing health and wellness enrichment to build healthy habits that support
long-term healthy outcomes. The Overtown Optimist Club embraces and encourages inclusion in all
things — access, quality and opportunity. Our philosophy believes that children of all abilities have a right
to equal access to and meaningful participation in education. employment, character education, and social
emotional development.
SCOPE OF WORK
The Overtown Optimist Club embraces and encourages inclusion in all things — access, quality and
opportunity, this is the hallmark of our work. Our philosophy believes that children of all abilities have a
right to equal access to and meaningful participation in education, employment, character education, and
enriching exposure. The OOC will employ full and part-time staff with a commitment to hiring 75% of its
staff from the Overtown community.
Our goal is to help kids of' all ages develop healthy behaviors that lead to lifelong habits and wellness. We
have found that young kids and teens benefit through enhanced self-image, which can transform how they
see themselves and their trajectory in life. Data has shown that on average, 83% of our youth under age 8
are dealing with obesity issues. It's crucial that we design and sustain ecosystems which provide kids with
the tools for a healthy future.
YEAR-ROUND DELIVERABLES:
.................. ..._.........
1. an afterschooHnitiative; (includes homework assistance, academic and enrichment exposure)
2. a week-long spring break intensive;
3. an 8-week summer camp,
4. STEM Saturdays (monthly, during the school year)
5. Summer Youth Employment programming (through partnerships)
6. Athletic Programming (basketball, baseball, cheer, football, soccer)
7. Health & Nutrition programming (meal services during afterschool, spring break and summer)
7a. Community Health & Wellness Events (4x per year)
8. Annual College Tour
9. Transportation
10. Social Justice Campaign
11. Meditation & Affirmations (twice -weekly)
12. Health & Wellness Events (KidsFest)
GRANT MILESTONES: YEAR ROUND DELIVERABLES
Afterschool Campaign
Begins first day of School (August) Ends last day
of school (June)
Transportation
Club Transporter picks up students from our
participating schools. Transportation is also used
in the summer and spring break for some
fieldtrips.
Spring Break (week-long)
~
Week-long intensive which includes 2 field trips,
academic studies, mindfulness, STEM, breakfast,
lunch and snack, and enrichment activities
Summer (8 weeks)
8-week long series which provides 2 field trips
per week, academic engagement, which includes
reviewing sight words and mastering grade level
math facts, breakfast, lunch. snack and hydration,
mindfulness, STEM, Zumba, music, South Florida
Symphony and Faena Art
STEM Saturdays
During School Only (1 x per month)
Summer Youth Employment
(20) High School students employed June —
August as Camp Counselor and support
Athletic Programming
Basketball, Baseball, Cheer, Football and Soccer
programming, the Optimist Club provides practice
_uniforms and game jerseys, transportation to/from
IDENTIFY WORK LOCATIONS)
1. Theodore Gibson Park 350 NW 12t1i Street Miami, FL 33136
2. Children's Village (Lotus House Adjacent)
NW 156' Street Miami, FL 33136
. _A sir ail percentage (5%)-ofouc athletic practice programming occurs at Charles Williams Park
located at 1717 NW 5t Avenue Miami, FL 33136.
IDENTIFY TASK & DELIVERABLES
Athktks Afterachool Program Sprint/Summer Break Food & Nutrition Mentorship Session Summer Yount
Employment
Proposed Participants
N=200
Proposed Participants
N=75
Proposed Participants
N=100
Proposed Participants
N=150
Proposed Participants
N=100
Proposed Participants
N=25
Utilizing Sports as a
vehicle to engage and
assess youth between the
ages of 12 -19, allows us
to provide strength -based
case management services,
while also empowering at-
risk males with life
skills.Athtetics also allows
to keep students of the
streets during the critical
out of school hours.
Utilizing our year-round
afterschool and out of
school model to provide
youth with a safe haven
from community ills, as
well as provide academic
motivation, enrichment,
and character education.
Utilizing our hallmark
spring and summer
breaks is a key in
providing a deeper dive
into supportive services,
like our annual college
tours and summer youth
employment.
Our food and nutrition
model provides
aftcrschool dinner and
snack, and hydration for
all students. Most
schools eat lunch
between the hours of
10:30 - 12 noon, which
means that students are
increasingly hungry
following the end of
school.
Our mentorin8 program
includes character
education and executive
functioning skills, case
management and financial
literacy.
Students will have an
opportunity to have get
year-round employment
program, and summer
youth employment
program.
Year-rourtd, Basketball,
Baseball, Tackle Football,
Practice 3 days per week,
1.5 hours per day
Activity Duration,
Frequency - Daily, 2 pm
6 pm
Spring/Summer Break
Duration: 44 days
Frequency - Daily 8 am -
5 pm
Daily, After School
Dinner 3:30. 4: 30 pm
Spring and Summer
Breakfast (8 - 9:30 am,
Lunch (12 pm • t pm)
and Snack (3 pm)
Daily, 1 hour enrichment
sessions - times vary
Summer 8 weeks, 8 am •
4 Pn a 9 am • 5 pin;
Monday Friday
Monday - Friday 6 - 7:30
Monday • Friday 2 pm • 6
pm
Monday - Friday 8 am -
5
Daily Meals Breakfast,
Lunch, Dinner, Snack
and Hydration
Weekly sessions.
instructor casePm
management
Monday - Friday 8 am - 4
pm or9 am - 5 pm
Family Bonding &
Community Events
Transportation
Proposed Events -
4x per year
Proposed Participants - 50
The family bonding and
community events
eliminate the barrier to
having low cost outings
which provide_fathers _ _,_
and families with
wholesome Events have
a health and wellness
overarching theme which
to provide knowledge
and awareness to fathers
and families about
mindfulness, food and
nutrition. healthy
activities and resources.
The transportation
_ _Program eliminates the _
travel barriers for parents
who are unable to pick
their students up from
school and drop them off
to afterschool program.
Transportation also serves
as a vessel of exposure for
some fieldtrips.
Once per quarter 10 ant -
4 pm (depending on
event)
5 days per week
(afterschool, spring,
summer) as needed
10 am - 4 pm
Afterschool and as needed
All Hands on Deck, with
partners at the table
Transporter. Gasoline,
Maintenance
IDENTIFY GRANTS
The Overtown Optimist Club uses a braided funding approach to sustain its year-round programming
efforts. In addition to responding to grantmakers who have funding priorities which are germane to our
mission of serving children and families, the OOC will continue to serve as a subcontractor for the
Department of Education and the Department of Agriculture.
The OOC has applied to the Carrie Meek Foundation, the Department of Children and Families, the
Miami Foundation, Miami Open for Business, and the Perez Family Foundation, most recently.
PROVIDE MONTHLY CALENDAR SCHEDULE (SEE ATTACHMENT)
The Club provides services to students attending schools in Overtown including, Downtown Miami
Charter School, Frederick Douglass Elementary, Phillis Wheatley Elementary, Paul Dunbar K-8, Jose de
Diego Middle School Ninety percent of our students receive free and reduced lunch, and are grappling
with the complexities of living in a community with concentrated areas of poverty.
GOALS
The Overtown Optimist Club has a two -pronged goal. The seminal goal of the Club has been to create
and sustain a safe haven for students and families within Overtown during the critical out -of -school hours,
additionally, an inclusion goal which is to provide year-round academic and exposure enrichment for
students living within Overtown and its surrounding areas.
games, hydration, insurance, end of season
banquet
Health & Nutrition Program
Afterschool dinner and snack, Spring and Summer
breakfast, lunch and snack daily
Annual College tour (Spring)
25 participate in a week-long college tour, with at
least one exposure trip for students.
Social Justice Campaign (Summer)
This campaign takes High School students on a
mini -trip to DC to visittheHolocaust Museum
and the African American Heritage Museum
Meditation & Affirmations
A twice -weekly series where students are given
time to visualize their success. Meditation
moments also assist with self -regulation and anger
management.
Thank you for the opportunity to submit a proposal on behalf of the Overtown Optimist Club. We
recognize that funding sources are limited, and appreciate the time you will take to consider our funding
our work.
u.c, tuwo Uppanllfl L$UU
Organization Name: Overtown Optimist Club, Inc.
Grant Program: On Our Wellness Journey
Date: June 25, 2023
Program/Project Expenses: The below expense line items aid in supporting the Overtown Optimist Club year-round programming.
Expenses - Lino Item
Grant Request
Other Income Sources
in -Kind
ti
Contributions
TOTAL EXPENSES
1 Briefly explain "Grant Award" tine items.
Personnel
_
$95,000.00
Private Donors & Fundraising
$90,000.00
$185.000.00
2 - PT Athletic Digs Q $25,000per yr, 2 FT Program Managers @ $20,000
Payroll Tax
$7,150.00
$7,150.00
Salary Tax (7.5°4
Spring and Summer Camp Fieldtrips
$15,000.00
Jewish Commtinity Federation
$10,000.00
$25,000.00
Enrichment and Exposure trips, Annual College Tour, Social Justice Trip.
Enrichment& Exposure Instructors _..
$18,000.00
OCYC/DepadmentofEducation
$5.000.00
$23,000.00
American Sign Language, Zumba, Music, Visual Arts, STEM and STEM on the
Field/Court
Athletic Apparel and Uniforms
$30,000.00
Seeking additional funding
$10.000.00
$40,000.00
Aii agony cost gs and staff will have uniforms
Printing & Copying
$4,850.00
$800.00
$5,650.00
Recruitment and
Engagement marketing
Food & Nutrition
$10,000.00
OCYC Health & Wellness Initiative
540,000.00
$50,000.00
Administrative Costs (10%)
$20,900.00
$20,000.00
Leve17T8acxgrounu 5creenutgs, Parse Nreventron training. Annual saintly
coverage, accounting and bookkeeping.
TOTAL EXPENSES
$200,000.00
$155,85000
$355,800.00
On Our Wellness Journey May 2023
SEOPW CRA
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Professional/E&O Liability
Each Occurrence $1,000,000
Policy Aggregate $1,000,000
Retroactive Date Included
V. Accident/Medical Coverage $25,000
The above policies shall provide 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, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less
than "Class V" as to Financial Strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
EXHIBIT "C"
Insurance Requirements
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE
OVERTOWN OPTIMIST CLUB
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami listed as an Additional Insured
SEOPW CRA listed as an additional insured
Contingent and Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
Sexual Abuse and Molestation Included
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
SEOPW CRA listed as an additional insured
City of Miami
Building Department
444 SW 2nd Avenue
Miami, FL 33130
Southeast Overtown / Park West Community Redevelopment Agency
819 NW 2nd Ave., 3rd floor
Miami, FL 33136