Loading...
HomeMy WebLinkAbout25260AGREEMENT INFORMATION AGREEMENT NUMBER 25260 NAME/TYPE OF AGREEMENT SEOPW CRA & OVERTOWN OPTIMIST CLUB, INC. DESCRIPTION GRANT AGREEMENT/HEALTH & WELLNESS PLANNING/FILE ID: 16826/CRA-R-24-0063 EFFECTIVE DATE October 1, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 11/21/2024 DATE RECEIVED FROM ISSUING DEPT. 11/26/2024 NOTE a5awo GRANT AGREEMENT UcA D%v This GRANT AGREEMENT ("Agreement") is made as of this 16'r day ofNoven ber 2024 ("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 ("SEOPW CRA"), and OVERTOWN OPTIMIST CLUB, INC., a Florida Not -For -Profit Corporation ("Grantee") (collectively, the "Parties"). RECITALS WHEREAS, the SEOPW CRA is a community redevelopment agency created pursuant to the Community Redevelopment Act of 1969, currently codified in, Part III, Chapter 163, Florida Statutes (the "Act"), 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 WHEREAS, pursuant to Florida Statutes, Section 163.340(9) of 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 WHEREAS, Section 2, Goal 4 of the Plan lists "[c]reat[ing] ... life sustainable jobs to residents [with]in the ... community" as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6 of the Plan, lists "improv[ing] the quality of life for residents" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 4 of the Plan promotes "a variety in employment opportunities" for existing residents as a stated guided principle; and WHEREAS, Section 2, Principle 6 of the Plan promotes "address[ing], improv[ing] ... and expand[ing] economic opportunities of present and future residents...," as a stated guided principle; and WHEREAS, Grantee is a Florida Not -For -Profit Corporation committed to providing youth programming aimed at combatting issues that directly impact children, teenagers and various youth residents throughout the redevelopment area, such as youth unemployment, juvenile delinquency, poverty, etc., and requests support in administering initiatives to promote economic and social growth throughout the redevelopment area (the "Program"); and WHEREAS, on October 24, 2024, the SEOPW CRA Board of Commissioners (the "Board"), adopted Resolution No. CRA-R-24-0063, attached hereto as Exhibit "A," authorizing the issuance of a grant to Grantee, in an amount not to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00), to underwrite costs associated with the Program (the "Grant"); and WHEREAS, the Parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of this Grant. 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 SEOPW CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by referenced and made a part hereof. 1 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the SEOPW CRA hereby agrees to make available to Grantee the Grant to be used for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used to assist with the Program during the Term (as defined in Section 4) of this Agreement, in accordance with the Program's approved scope of work and budget ("Program Budget"), attached hereto as Exhibit "B." Grantee is aware that the SEOPW CRA is not obligated to expend additional funds beyond the approved Grant amount. 4. TERM. a. INITIAL TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate September 30, 2025, or when the Grant of One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00) are expended, whichever occurs first. However, the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. b. RENEWAL OPTION. At the SEOPW CRA's sole option and discretion, this Agreement and Grantee's grant may be renewed for one (1) additional one (1) year term. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee an amount not to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00). In no event shall payments to Grantee under this Agreement exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00). 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 Program Budget. b. DEPOSIT OF GRANT FUNDS INTO SEPARATE CHECKING ACCOUNT. A separate checking account must be created for the sole purpose of depositing SEOPW CRA grant funds, prior to the disbursement of any grant funds. Said account shall not be used to deposit funds from other funding sources or to make payments other than to transfer funds to the Grantee's general operating checking account. c. REQUESTS FOR DISBURSEMENT OF FUNDS. All requests for the disbursement of funds by Grantee shall be submitted in writing to the SEOPW CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of funds and/or expenditures incurred, and that the request is being made in accordance with the approved Program Budget, as reflected in Exhibit `B," for expenditures incurred during the Term 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 SEOPW CRA in light of Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW CRA reserves the right to request additional supporting documentation for any expenditures, and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Program Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested by the SEOPW CRA, shall serve as grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the SEOPW CRA. 2 d. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the SEOPW CRA all requests for the expenditure of Grant funds for pre -approval by the SEOPW CRA. Failure to submit said requests prior to incurring expenses may result in the Grantee bearing the costs incurred. The SEOPW CRA shall review said requests to ensure that the expense sought to be incurred by the Grantee is an expense within the approved Program Budget, attached hereto as Exhibit "B," and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Program Budget. e. APPROVAL OF BUDGET MODIFICATIONS. Grantee agrees to submit any and all budget modifications, in writing, including line -item expenditures and descriptions, which exceed the budgeted amount, to the Executive Director for approval. f. CASH AND MOBILE PAYMENT TRANSACTIONS PROHIBITED. The Parties agree that no payment will be made to Grantee as a reimbursement for any Project -specific expenditure paid in cash or via mobile payment application(s), including, but not limited to, Cash App, Zelle, PayPal, and Venmo. Grantee acknowledges that cash and mobile payment transactions are insufficient per se to comply with record -keeping requirements under this Agreement. g. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments 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 Program. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the Grant is subject to specific reporting, record keeping, administrative, and contracting guidelines and other requirements affecting the SEOPW CRA activities in issuing the funds. SEOPW CRA agrees to provide notice of said guidelines and other requirements to the Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, the Grantee represents and warrants that it will comply, and the Grant will be used in accordance with all applicable federal, state and local codes, laws, rules, and regulations. 7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained in this Agreement, the SEOPW CRA shall have the right to take one or more of the following actions: a. Withhold cash payments, pending correction of the deficiency by Grantee; b. Recover payments made to Grantee; c. Disallow (that is, deny the use of the grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Program; or e. Take such other remedies that may be legally permitted. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the SEOPW CRA audit rights in Section 8(c) below, Grantee acknowledges and accepts the SEOPW CRA 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 SEOPW CRA request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, 3 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 SEOPW CRA reports relating to the use of Grant as requested by the SEOPW CRA, from time to time and as detailed herein. Failure to provide said reports shall result in funds being withheld until Grantee has complied with this provision. Thereafter, continued failure by Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of Grantee's records pertaining to the Grant and to visit the Program, in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 9. UNUSED FUNDS. Upon the expiration of the Tenn of this Agreement, Grantee shall transfer to the SEOPW CRA any unused funds on hand at the time of such expiration, as defined in Section 4 of this Agreement. 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 SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the approved Program Budget set forth in Exhibit "B." b. EXPENDITURES. Grant funds disbursed under this Agreement shall be used solely for the Program in accordance with the approved Program Budget set forth in Exhibit "B." All expenditures of funds shall be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. This Grant shall not be co -mingled with any other funds, and separate accounts and accounting records shall be maintained. d. POLITICAL ACTIVITIES. No expenditure of this Grant shall be used for political activities. e. LIABILITY GENERALLY. Grantee shall be liable to the SEOPW CRA for the amount of the Grant expended in any 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 4 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/their race, sex, color, religion, national origin, age, disability, or any other member of a protected class be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by Grantee. Grantee covenants, represents, and warrants that it will comply with all such conflict -of -interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and continued authorization for Program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, or change in regulations. The SEOPW CRA shall not be liable to Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event Grantee wishes to engage in any marketing efforts, Grantee shall, if approved by the SEOPW CRA in 'accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the SEOPW CRA name and/or logo, in acknowledgement of the SEOPW CRA contribution to the Program, in all forms of media and communications created by Grantee for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements, or interviews. b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. Grantee further agrees that the SEOPW CRA name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in Grantee's use of the SEOPW CRA name and logo, confers or may be construed as conferring upon Grantee any right, title, or interest whatsoever in the SEOPW CRA name and logo beyond the right granted in this Agreement. 15. DEFAULT. If Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of Grantee's obligations hereunder, and Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. Grantee understands and agrees that termination of this Agreement under this section shall not release Grantee from any obligation accruing prior to the effective date of termination. 5 16. NO LIABILITY. In consideration for the issuance of Grant funds under this Agreement, Grantee hereby waives, releases, and discharges the SEOPW CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to 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 SEOPW 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 SEOPW CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the funding authorized for the services provided herein. In no event shall the SEOPW CRA be liable to the Grantee for any additional compensation, other than that provided herein, and/or required in the approved Program Budget attached hereto as Exhibit "B." 18. INDEMNIFICATION OF THE SEOPW CRA. Grantee agrees to indemnify, defend, protect and hold harmless the SEOPW 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, including risk of loss of artwork on display, or otherwise stored within public premises for the duration of this Agreement or the Program, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of the Grantee or its employees, agents or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of the Grantee to comply with any of the paragraph's provisions herein; or (iii) the failure of the Grantee, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any Amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. 19. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C" attached hereto. All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Program under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. If, in the reasonable judgment of SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different -in kind SEOPW CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required 6 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 SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, SEOPW CRA shall pay Grantee expenses incurred for the Program, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 20. DISPUTES. In the event of a dispute between the Parties as to the terms and conditions of this Agreement, the Parties 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 Parties agree to resolve any disputes between them arising from the alleged violation of the terms of this Agreement, in accordance with Section 18-105, of the Code of the City of Miami, as amended ("City Code"). 21. INTERPRETATION. a. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the SEOPW CRA and Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. COVENANTS. Each covenant, agreement, obligation, term, condition, or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. CONFLICTING TERMS. In the event of 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 7 modifiable to conform with such laws, that same shall be deemed severable; and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 23. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA to Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA and shall not be used by Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 24. AWARD OF AGREEMENT. Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of grant funds. 25. NON-DELEGABILITY. The obligations of Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 26. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. Should the SEOPW CRA terminate this Agreement, the SEOPW CRA will be relieved of all obligations under this Agreement. In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 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 SEOPW CRA: Southeast Overtown/Park West Community Redevelopment Agency James D. McQueen, Executive Director 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamiaov.com riamiaov.com With copies to: Vincent T. Brown, Esq., Staff Counsel Email: VTbrown@miamigov.com 8 To Grantee: Overtown Optimist Club, Inc., a Florida Not -For -Profit Corporation Ieshia L. Haynie, Executive Director 350 N.W. 12th Street, Suite 100 Miami, FL 33136 Email: info@theoptunistclub.org 28. INDEPENDENT CONTRACTOR. Grantee, its contractors, subcontractors, employees, agents, and participants in the Program shall be deemed to be independent contractors, and not agents or employees of the SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA. 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 30. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. 31. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated herein, and made a part of this Agreement. [Signature Page Follows] 9 IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and Grantee have executed this Agreement. ATTEST: By: Todd B. 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 J es D. McQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: APPROVED AS TO INSURANCE REQUIREMENTS: By: l ' 1 By: Vincent T. Brown, Esq. Staff Counsel WITNESSES: By: G.- ., M son Print: By: Print: T'lh?nc* Enj�� By: 10 Ann -Marie Sharpe Director of Risk Management OVERTOWN OPTIMIST CLUB, INC., a Flori • ' of-For-P fit Corporation By: - shia L. Hayni ecutive D IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and Grantee have executed this Agreement. 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 ATTEST: By: By: Todd B. Hannon James D. McQueen Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: By: Vincent T. Brown, Esq. Executive Director APPROVED AS TO INSURANCE RE QTTI fS: Frogoilt,i5 2r 9 n 1v1ar1e.Sharpe Staff Counsel Director of Risk Management WITNESSES: By: Print: Im el k :Sac V\S OY1 By: 61/4CPrint: 1T 10 OVERTOWN OPTIMIST CLUB, INC., a Florida t.For-Profit Corporation By: Ie ra L. H�ynie Executiv. Dir tor tArns i I H Swatheast Overtown/Park V 5t Community Redevelopment Agency Legislation CRA Resolution: CRA-R-24-0063 File Number: 16826 Final Action Date:10/24/2024 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, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; 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, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS / NON — TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED EIGHTY THOUSAND DOLLARS AND ZERO CENTS ($180,000.00) ("FUNDS") TO ASSIST THE ORGANIZATION SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING YOUTH TRAINING PROGRAMS, AS DESCRIBED IN THEIR RESPECTIVE PROPOSAL, AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated Southeast Overtown!Park West Redevelopment Plan "Plan"); and WHEREAS, pursuant to Section 163.340(9) Florida Statutes, "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 WHEREAS, Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community..." 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 City of Miami Page 1 of 3 File ID: 16826 (Revision:) Printed On: 10/28/2024 CAMItsII --A — File ID: 16826 —iactment Number: CRA-R-24-0063 WHEREAS, Section 2, Principle 4 of the Plan, states, "there must be variety in employment opportunities" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6 of the Plan lists "address[ing] and improv[ing] the neighborhood economy, and expand[ing] the economic opportunities ... this entails both the support and enhancement of existing businesses and local entrepreneurs," as a stated redevelopment principle; and WHEREAS, the organization, Overtown Optimist Club, Inc., a Florida Not For Profit Corporation, defined in Exhibit `B," attached and incorporated herein, provides youth programming, which among other things include, health and wellness enrichment, financial literacy, work readiness and job skills training to youth residents within the redevelopment area ("Purpose"); and WHEREAS, the organization, defined in Exhibit "B," attached and incorporated herein, has completed applications and have requested funds to assist in continuing to provide youth training programs, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated herein; and WHEREAS, the organizations' mission, individually, continue to align with the Plan and further the Purpose stated herein; and WHEREAS, the Board of Commissioners, on July 27, 2023, adopted Resolution No. CRA-R-23- 0038, authorizing the Executive Director to disperse funds in Fiscal Year 2023-2024 for youth training programs facilitated by the organization, defined in Exhibit `B"; and WHEREAS, the Board of Commissioners wishes to further authorize funding in an aggregate amount not to exceed One Hundred Eighty Thousand Dollars and Zero Cents ($180,000.00) ("Funds") to the organization, and in the respective amount, as set forth in Exhibit `B" for the Purpose stated herein; 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, attached and incorporated herein as Exhibit "A," it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms acceptable to Counsel, for said Purpose; 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. Pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the SEOPW CRA, by a four -fifths (4/5th) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that City of Miami Page 2 of 3 File ID: 16826 (Revision:) Printed on: 10/28/2024 CAflItsII File ID: 16826 . actment Number: CRA-R-24-0063 competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, and waiving the requirements for said procedures are hereby ratified, approved, and confirmed. Section 3. The Executive Director is hereby authorized' to disperse the Funds, at his discretion, subject to the availability of funding from Other Grant Aids / Non-TIF Revenue Fund - 10051.920101.883000.0000.00000 to the organization, Overtown Optimist Club, Inc., and further the Purpose stated herein. Section 4. The Executive Director is authorized' to negotiate and execute an agreement, including any and all necessary agreements, all in forms acceptable to Counsel, for said Purpose. Section 5. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the Executive Director, or the Executive Director's designee, without need for public hearing, by filing a corrected copy of same with the City of Miami City Clerk. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 10/17/2024 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable State law, City Charter and City Code provisions, as adopted by the SEOPW CRA. City of Miami Page 3 of 3 File ID: 16826 (Revision:) Printed on: 10/28/2024 CAr1IbII t$ September 4, 2024 Mr. James McQueen, Executive Director Southeast Overtown Park West/Community Revitalization Association (SEOPW/CRA) 825 NW 2nd Avenue Miami, FL 33136 Dear Director McQueen, It is with great anticipation that we submit this proposal on behalf of the Overtown Optimist Club, Inc., also known as The Optimist Club. The Overtown Optimist Club respectfully requests support for the 2024-2025 (operating year) from our local Community Redevelopment Agency (CRA) to support our year-round programming which has made a meaningful difference in the Overtown community for 30 years. A continued investment from the SEOPW/CRA will aid us in sustaining jobs within Overtown and serving as a resource for our children and families. The seminal objective of the Club has been to create and sustain a safe haven for students and families during the critical out -of -school hours. The Overtown Optimist Club has a mission of increasing student and family access to affordable, inclusive, high quality youth development programming with an eye towards wellness. To achieve its mission, the Optimist Club activates a year-round out -of -school program model which serves as a safe haven for the Overtown community. The Optimist Club is grateful to have received support from the SEOPW/CRA for the last two years, this funding as propelled aided us in attracting new donors and to further stabilize employment of our 3-full-time and our 4-part-time staff, all of whom reside within the SEOPW/CRA catchment area. OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL 33136 P.O. Box 12895 Miami, FL 33101 www.overtownoptimist.org 305.680.0430 info c©theoptimistclub.org CArIICSII b A quick look at the data for the 2023-2024 operating year highlights our impact. MEALS SERVED 16,480 Afterschool Spring Summer Average Cost Per Student S113.33 0000 0000 '000 SERVICE DAYS 306 .• •. ••••• 2023-2024 PARTICIPANTS 160 Afterschool Spring Summer 240 Athletics 0 W GENDER BOYS I GIRLS 50,2% 1 49.8% We believe that the mission of the Overtown Optimist Club is consistent with the broad vision of the SEOPW/CRA and hope that you will find fiscal alignment to support this longstanding Overtown program. If you have any additional concerns or questions, please don't hesitate to let me know. If you need any additional information, please don't hesitate to contact me via email at ihaynie@theoptimistclub.org or office phone at 305.517.6608 or cell 202.560.9829. Sincerely and respectfully, Ieshia Haynie Executive Director OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL 33136 P.O. Box 12895 Miami. FL 33101 www. o ve rtow n o pti mist. o rg 305.680.0430 info@theoptimistclub.org tAr1 I CS I I CS Overtown Optimist Club, Inc. Physical Address: 350 NW 12th St. Miami, FL 33136 Mailing Address: P.O. Box 12895 Miami, FL 33101 Executive Director: Ieshia Haynie Email: ihaynie@theoptimistclub.org Submitted to SEOPW CRA September 5, 2024 PAST, PRESENT & FUTURE Overtown Optimist Club has a mission of increasing student and family access to affordable, inclusive, high quality youth development programming with an eye towards health. The Overtown Optimist Club Health and Wellness initiative has a two -pronged objective. The seminal objective of the Club has been to create and sustain a safe haven for students and families during the critical out -of -school hours. 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. 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. For decades, research has shown that the hours immediately after school when parents are unable to supervise their young ones and are the times when kids and youth are more prone to risky behaviors or to become victims of crime. Last year a report 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) COMPANY GOALS 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. 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. CAM CS 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 during the critical out -of -school hours. The Overtown Optimist Club has an inclusion goal which is to provide year-round academic and exposure enrichment for students living within Overtown and its surrounding areas. 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 afterschool initiative; (includes homework assistance, academic and enrichment exposure) 2. a week-long spring break intensive; 3. an 8-week summer camp, 4. S l'EM 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, Character Education (12-month series) 12. Health & Wellness Events (KidsFest) WORK LOCATION The Overtown Optimist Club has a primary location of Theodore Gibson Park, located at 401 NW 12' Street. A small percentage (2%) of our athletic practice programming occurs at Charles Williams Park, located at 1717 NW 5t' Avenue Miami, FL 33136. 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 tArlit l l --b-- 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 (lx 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 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 visit the Holocaust Museum and the African American Heritage Museum Smart N' Up University A 12-month character education series, delivered on a Monday of each month FUNDING CAMPAIGN The Overtown Optimist Club utilizes a braided funding stream to aid us in delivering our year-round goals and objectives, which include private donors, fundraisers, and serving as a subcontractor for the Department of Education and the Department of Agriculture. For the first time in its existence, the Overtown Optimist Club will apply for the Community Development Block Grant (CDBG) grant in 2023. Additionally, the Club intends to seek funding once again from the honorable Mayor Frances Suarez, City of Miami, and for the first time we'd like to seek funding from the honorable Miami -Dade County Mayor Daniella Levine Cava. YEAR-ROUND CALENDAR (see addendum A) CAMIbIl ts-- 2024-2025 Overtown Optimist Club Year-round Program Budget Organization Name: Overtown Optimist Club, Inc. Grant Program: Health & Wellness Planning Date: September 2024 Using Academics, Athletics and Art to Educate & Heal Program Expenses: The following expenses support and sustain the Overtown Optimist Club afterschool, spring break and summer programming. Expenses - Line Item Grant Funding . TOTAL EXPENSES Briefly explain line items. Health & Wellness Instruction $24,400.00 $24,400.00 Optimist Community Health & Wellness activities (quarterly events)hygiene kits, haircuts swimming lessons, water safety instructors Academic Enrichment & Instruction $46,000.00 $46,000.00 which includes prevention, intervention and remeditation, 1-week of spring break. college tour curation,. 8-wk summer enrichment and exposure, Technology & Innovation $19,000.00 $19,000.00 Upgrade laptops and desktops which break down the digital divides which exist for students in our area.lncrease classroom technology for service delivery Enrichment & Exposure Activities $28,000.00 $28,000.00 Fieldtrips and annual exposure opportunities like college tour, spring break, exposure instructors, athletics apparell Transportation $21,600.00 $21,600.00 Transportation supports our daily, weekend and spring break usage of vans, the maintenance, gasoline, and commission bus services forfieldtrips Curriculum & Training $11,000.00 $11,000.00 Annual training and professional development; suicide prevention. Adverse Childhood Experiences, behavioral, mental health, abuse, drug and backgd Food & Nutrition (Daily Dinner/Lunch Svc) $30,000.00 $30,000.00 Daily and seasonal breakfast/lunch/dinner, snack and hydration as well as community events $0.00 $0.00 $0.00 TOTAL EXPENSES $180,000.00 $180,000.00 GAIT I CS I I 1, INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE OVERTOWN OPTIMIST CLUB, INC. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 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 I AnICiI I �► 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. ProfessionaUE&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. a5atQO