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HomeMy WebLinkAbout24808AGREEMENT INFORMATION AGREEMENT NUMBER 24808 NAME/TYPE OF AGREEMENT SEOPW CRA & OVERTOWN YOUTH CENTER, INC. DESCRIPTION GRANT AGREEMENT/YOUTH INTERNSHIP PROGRAM/FILE ID: 14366/CRA-R-23-0038 EFFECTIVE DATE September 27, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/6/2024 DATE RECEIVED FROM ISSUING DEPT. 2/26/2024 NOTE GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this 27th day of September 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 ("SEOPW CRA"), and OVERTOWN YOUTH CENTER, INC., a Florida not - for -profit corporation ("Grantee"). RECITALS A. WHEREAS, the SEOPW CRA is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out Community Redevelopment activities and projects within its redevelopment area in accordance with the 2018 Southeast Overtown/Park West 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 2018 Southeast Overtown/Park West Community Redevelopment Agency Plan Update (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 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 Florida not -for -profit corporation ("OYC"), to underwrite costs associated with the Youth Internship Program ("Program"), located at 450 N.W.14th Street, Miami, Florida 33136 ("Property"); and H. WHEREAS, Grantee OYC, Program is will operate from October 1, 2023, through September 30, 2024, with twenty participants from the SEOPW CRA redevelopment area 45 participants between the ages of 16-24; and I. WHEREAS, During the Program, 45 Overtown residents will receive academic support, recreation/wellness activities, performing arts, field trips, gender -specific sessions focused on social -emotional wellness, and college and career readiness activities ("Purpose"); and J. WHEREAS, OYC, Purpose will assist in bridging educational, social, emotional, health, and economic gaps; 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 1 not to exceed One Hundred and Ninety -Six Thousand Four Hundred and Two Dollars and Ninety Cents ($196,402.90), to underwrite the costs associated with this 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; 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. 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 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 September 30, 2024, or when the grant funds of One Hundred and Ninety -Six Thousand Four Hundred and Two Dollars and Ninety Cents ($196,402.90), 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. 1. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee up to One Hundred and Ninety -Six Thousand Four Hundred and Two Dollars and Ninety Cents ($196,402.90). In no event shall payments to Grantee under this Agreement exceed One Hundred and Ninety -Six Thousand Four Hundred and Two Dollars and Ninety Cents ($196,402.90), 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 SEOPW CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of grant funds 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 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 Scope of Work and Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested by the SEOPW CRA, shall serve as 2 grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the SEOPW CRA. c. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to Grantee as a reimbursement for any 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. d. 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 Project. 2. 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 SEOPW CRA activities in issuing the grant. SEOPW CRA agrees to provide notice of said guidelines and other requirements to the Grantee in advance of requiring compliance with same. Include a Financial Literacy course to understand financial stability, knowledge to improve the standard of living, and how to navigate and operate during economic distress. Without limiting the generality of the foregoing, the 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. 3. 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 Project; or e. Take such other remedies that may be legally permitted. 4. 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 9(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 pertinentto 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 SEOPW CRA reports relating to the use of grant funds as requested by the SEOPW 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. 3 c. AUDIT RIGHTS. The SEOPW 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 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. 5. UNUSED FUNDS. Upon the expiration of the term of this Agreement, Grantee shall transfer to the SEOPW CRA any unused grant funds on hand at the time of such expiration. 6. 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 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 SEOPW CRA for the amount of the grant expended in a manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which 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. 7. 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. 4 8. 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. 9. 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. 10. 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 interne 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. 11. 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. 12. 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. 13. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the SEOPW CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the grant 5 funding authorized for the services provided herein. In no event shall the SEOPW CRA be liable to Grantee for any additional compensation, other than that provided herein. 14. 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, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of Grantee or its employees, agents, or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) 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 Grantee to comply with any of the paragraphs provisions herein; or (iii) the failure of Grantee, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. The Indemnification shall survive the cancellation or expiration of the Agreement. 15. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C", attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Program under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the 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 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 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. 16. DISPUTES. In the event of a dispute between the Executive Director of the SEOPW CRA and Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and Grantee shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the SEOPW CRA 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. 6 17. 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 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. 18. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 19. 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 7 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. 20. AWARD OF AGREEMENT. Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the grant funds. 21. 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. 22. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 23. 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. 24. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: To Grantee: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency .819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamigov.com With copies to: Vincent T. Brown, Esq., Staff Counsel Email: vtbrown@miamigov.com Tina Brown, Chief Executive Officer Overtown Youth Center, Inc. 450 N.W. 14th Street Miami, FL 33136 Email: info@ovcmiami.org 25. 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. 8 26. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 27. MULTIPLE COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. 28. 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] 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: e: Todd B. Title: Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: B Name: Vincent T. Brown, Esq. Title: Staff Counsel WITNESSES: By: Print: Brittany Lambert -Brown By: Print: Rafaela Bermeo 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: Name: ames McQueen Title: Executive Director APPROVED AS TO IA SURANCE REQUIREMENT By: Name: Ann -Marie Sharpe Title: Director of Risk Management OVERTOWN YOUTH CENTER, INC., a Florida not - for -profit organization ("Grantee") By: Tina Brown, Chief Executive Officer 10 Exhibit "A" Resolution No. CRA-R-23-0038 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 Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Southeast Overtown/Park West 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 (4/5ths) 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: ounsel 7/20/2023 City of Miami Page 3 of 3 File ID: 14366 (Revision:) Printed on: 8/4/2023 Exhibit "B" Scope of Work and Budget STATEMENT OF WORK OVERTOWN YOUTH CENTER, INC. (OYC MIAMI) YOUTH INTERNSHIP PROGRAM PROPOSAL Introduction: Explain what work will be accomplished by your program and who is involved. This forms the baseline for the entire project/grant. Overtown Youth Center, Inc. (OYC Miami) is a nonprofit organization whose mission is to uplift South Florida communities by offering equitable, high -quality programs and assistance. OYC believes that workplace exposure opportunities are integral to the development of workforce readiness and sustained permanent employment. OYC is now seeking resources to offset anticipated funding reductions, sustain the College and Career Readiness footprint, and provide a steady continuum of youth progress towards a living wage in the careers of their choice and life as positive contributing citizens. OYC is requesting $109,585.49 to fund this program, that will benefit 45 high school and post -high students, placing them in part-time year-round jobs. The proposed program start date is October 1, 2023 through September 30, 2024. The funds we will cover Youth employees/interns, Ambassadors, and the College and Career Program Manager, as well as Administrative, Payroll, and Operating Costs. Project Purpose: Establish a purpose statement and answer the basic questions of what are the goals, deliverables, and objectives. The purpose of OYC Miami's Youth Internship Program is to equip students with the skills that will contribute to them to becoming positive contributing citizens by providing youth with desirable job opportunities, building their financial literacy, and enhancing their workforce readiness skills. Identify the Scope of Work: Determine the process that will be used to complete the work including. The scope should include time, results, and general steps for accomplishment. OYC Miami will recruit youth ages 16-25 for the Internship Program. Students will be properly trained and placed in a year-round desirable job opportunity. During their employment, OYC Miami will check in with the students weekly and provide sessions focused on strengthening financial literacy and workforce readiness skills. Youth Employment: Placement in year-round jobs/internships Program Start Date: October 1, 2023 Program End Date: September 30, 2024 Target Population: As a requirement of this funding and to adhere to the Internship Program standards, youth participating in the program must meet the following criteria: • 16-25 years of age o High School Students: 16 to 18 years of age o Post -Secondary Students: 18 to 25 years of age • Be a City of Miami resident, residing in Overtown • Preferably live in a 51% or more LMI (low/moderate income) Census Tract Identify Work Location: Choose all locations where the project members might and will have to perform all tasks in the Statement of Work. Remember, to acquire funding from SEOPW CRA services are required to be within the SEOPW CRA Boundaries. The Internship Program will recruit students who are City of Miami residents, residing in Overtown. The program will take place at the OYC Miami building, as well as at OYC Miami partner sites in the Miami Dade County area. Develop the Tasks: Break the project down into more detailed tasks to include all the main deliverables, milestones, phases, and key tasks (Be specific) Phase 1: Recruitment: 45 youth recruited for training & job/internship placement Training: 100% of youth are successfully trained and placed Phase 2: Check -ins: 100% of youth have their weekly check -ins with the OYC Miami's Financial Ambassadors and the College and Career Specialists. Workshops: 100% of youth attend financial literacy and workforce readiness workshops. Identify the Milestones: Based on grant start and finish date identify all the major milestones in between. ® Successful completion of job/internship placement 3 Students will successfully meet their savings goal ® Students will have a quality resume Identify Goals that will be accomplished: Based on grant start and finish date identify major goals that will be accomplished quarterly. ® Place 45 high school and post -high students in desirable job/internship opportunities ® Build the students' financial literacy skills ® Build the students' workforce readiness skills Identify the Deliverables: List each deliverable, show when it is due, and describe them in detail. Provide as much detail in this step. ® Providing youth with desirable job opportunities/internships o Place 45 youth in desirable job opportunities/ internships o Due date: by their completion of their workforce experience Building financial literacy among youth O 85% of students will improve in their financial literacy o Due date: by their completion of their workforce/internship experience Building workforce readiness skills O 85% of students will improve in their workforce readiness skills o Due date: by their completion of their workforce/internship experience Identify Grants Applied to for Additional Funding and Status: List grants your organization has applied to/intend on applying to for additional funding and support. Private Individual, Beth Dozoretz — $150,000 — Approved Dade Federal Credit Union — $45,000 — Approved Provide Monthly Calendar/Schedule: Start with all the steps/tasks the project needs to accomplish then create a realistic schedule around that. The schedule should include each major deliverable and when and the order it needs to get done. Add all the management -related milestones including kickoff, reviews, development, trainings, implementation, testing, and project closeout/acceptance. Fall Recruitment — 2 weeks — October 2023 Fall Job/Internship Training —1 week — October 2023 Fall Job/Internship Placement — November 2023 Employment/Internship period 2023-2024 Summer Recruitment — 2 weeks — April 2024 Fall Job/Internship Training — June 2024 Summer Job/Internship Placement — June 2024 During employment/internship period Weekly check -ins with: Financial Ambassador and College and Career Specialist Financial Literacy & Workforce Readiness Workshops 2 workshop sessions per month during the school year Weekly sessions during the summer INSPIRE I EMPOWER I ENRICH I EXPOSE June 26, 2023 James McQueen Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 Re: Overtown Youth Center, Inc. (OYC) Youth Internship Program Proposal 2023 Dear Mr. McQueen: Thank you for the opportunity to submit a proposal for the OYC's Youth Internship Program with the CRA to provide youth with a multitude of opportunities to develop workforce readiness skills learn career pathways, receive professional mentors and provide a gateway to a network of employer providers, increasing their chances for future success and economic self-sufficiency. OYC is a nonprofit organization whose mission is to uplift south Florida communities by offering equitable, high -quality programs and assistance. OYC is committed to strengthening communities by strategically focusing on bridging educational, social, emotional, health, and economic gaps. We serve more than 3,000 youth and adult community members throughout southern Florida, and function as a civic influencer and a catalyst for community change through a comprehensive program framework that blends, academic and vocational services, healthcare, civic engagement, college and career services, employment assistance, mentoring, and youth empowerment. OYC believes that workplace exposure opportunities are integral to the development of workforce readiness and sustained permanent employment. Since 2016, OYC has provided more than 500 job and internship placements to 150 youth ages 16-24. Participating youth intern/work at OYC program sites and at more than 20 non-profit and business partner worksites for up to nine weeks during the summer and for year-round placements as possible. Program Success Story: A core component of OYC Miami's College and Career Programming includes a series of workshops focused on job readiness, exposure to career and post -secondary educational opportunities, and financial literacy. Financial literacy workshops in particular focus on expanding youth knowledge of core skills that promote long-term economic sustainability such as budgeting, saving, understanding credit, establishing bank accounts, etc. When youth are placed in internships/employment opportunities, the OYC team also works closely with youth to help youth practice some of these financial strategies during their internship/employment experience. 450 NW 14th St, Miami, FL 33136 I Ph: (305) 349-1204 I Fax (305) 349-1214 I Email: info@oycmiami,org I www.oycmiairii.org INSPIRE I EMPOWER I ENRICH I EXPOSE Sheyla C. is currently an 11th grade student attending Booker T. Washington Senior High School. She joined OYC during Elementary School and has not only attended after school and summer programming but has also been employed through OYC's Youth Internship Program. Sheyla began as a Youth Worker with OYC in June 2021. During the summer she set her first financial goal and was able to successfully reach this goal saving $500 during her summer placement. Over the course of the next year, Sheyla set two additional financial goals and by Summer 2022 she successfully saved $2,000 in total. Sheyla shared that "working over the course of the year [she] noticed that [she] was able to save from attending financial literacy sessions. Each work/internship experience, [she] decided to increase [her] savings goal to see if [she] can meet or exceed the amount. Attending sessions taught [her] how to budget and have money for emergencies. OYC gave [her] experience as a first-time working student. Also, it gave [her] experience working with students like me". Requested Support for OYC's Youth Internship Program: OYC is requesting $196,402.90 to fund this program, that will benefit 45 high school and post - high students, placing them in full-time summer and permanent year-round jobs. The proposed program start date is October 1, 2023 through September 30, 2023. The funds we will cover Youth, Ambassadors and Project Administrator Hiring Costs, as well as Administrative, Payroll, and Operating Costs. Tina Brown Chief Executive Officer Overtown Youth Center, Inc. Email: tina.brown@oycmiami.org Mailing address: P.O. Box 16940, Miami, FL, 33101 450 NW 14th St, Miami, FL 33136 I Ph: (305) 349-1204 I Fax: (305) 349-1214 I Email: info@oycmiami.org I www.oyc niami.org INSPIRE ( EMPOWER ENRICH I EXPOSE YOUTH INTERNSHIP PROGRAM PROPOSAL www.overtownyouth.org OYC M IAM I 2023 I YOUTH INTERNSHIP PROGRAM PROPOSAL OVERTOWN YOUTH CENTER OYC Miami (OYC) is a nonprofit organization whose mission is to uplift South Florida communities by offering equitable, high -quality programs and assistance. OYC is committed to strengthening communities by strategically focusing on bridging educational, social, emotional, health, and economic gaps. The agency currently serves more than 3,000 youth and adult community members throughout southern Florida. OYC functions as a civic influencer and a catalyst for community change for marginalized South Florida residents and uses a comprehensive program framework that blends, academic and vocational services, healthcare, civic engagement, college and career services, employment assistance, mentoring, and youth empowerment. The program provides comprehensive services to youth ages 5 - 25 and their caregivers and families within Overtown. PROGRAM OVERVIEW OYC believes that workplace exposure opportunities are integral to the development of workforce readiness and sustained permanent employment. OYC is now seeking resources to offset anticipated funding reductions, sustain the College and Career Readiness footprint, and provide a steady continuum of youth progress towards a living wage in the careers of their choice and life as positive contributing citizens. Since 2016, OYC has provided more than 500 job and internship placements to 150 youth ages 16-25. Participating youth work at OYC program sites and at more than 20 non-profit and business partner worksites for up to nine weeks during the summer and through year-round placements when possible. OYC's Youth Internship Program aims to help youth transition successfully from high school into young adulthood. OYC serves as a resource that provides opportunities for these young adults to become successful in life via unique exposure experiences. These opportunities give them access to various employment fields, higher education institutions, technical and trade schools, etc. Evidence of success is seen as enrolled youth complete the comprehensive, year-round program, graduate from high school, engage in post -secondary education, and are placed on temporary and permanent job sites. This comprehensive career preparation model ensures equitable access to the knowledge and skills necessary for a successful transition to post -secondary education and the workforce. OYC has nearly two decades of experience providing direct service to marginalized Miami -Dade Page 2 8 2023 I YOUTH INTERNSHIP PROGRAM PROPOSAL County residents and is committed to removing barriers to access for the promising youth the agency serves with a keen eye toward historic and current economic trends. This program serves Low- to Moderate -Income (LMI) Miami -Dade County youth. LMI is defined as less than 80% of the HUD Area Median Income for Miami Dade County which is $52,300. Youth are identified as LMI based upon a census survey revealing 66.9% of the project's enrolled households have family incomes that are less than 80% of the Federal Financial Institutions Examination Council (FFIEC) estimated Median Family Income. Additionally, the enrolled population experiences the following barriers: • 73% are single -parent households • 47% of families live below the poverty level (compared to 24% nationally) • Average household incomes are below $40,000 while the regional cost of living is 11.6% higher than the national average • Local high school dropout rates are 9% compared to 3% statewide and 10th-grade proficiency rates are 16% for English/Language Arts and 15% for Math (Florida Department of Education, 2022) • Limited options for high -quality post -secondary preparation and support, lack of safe recreational spaces, high unemployment, and high substance abuse and crime rates Youth Employment: Placement in full-time summer and permanent year-round jobs Program Start Date: October 1, 2023 Program End Date: September 30, 2024 Target Population: As a requirement of this funding and to adhere to the Internship Program standards, youth participating in the program must meet the following criteria: • 16-25 years of age o High School Students: 16 to 18 years of age I Post -Secondary Students: 18 to 25 years of age • Be a City of Miami resident, residing in Overtown • Preferably live in a 51% or more LMI (low/moderate income) Census Tract Purpose: The purpose of the Youth Internship Program is to provide youth with a safe, well-defined, and supervised job that allows them to gain valuable work experience. Those eligible to participate include youth ages 16 through 25. The Provider will be responsible for the direction and control of the program participants, including: Page 3 EMPOWER I ENRICH EXPOSE 8 2023 I YOUTH INTERNSHIP PROGRAM PROPOSAL A. Following up with Youth Supervisors and Youth Workers to ensure adherence to program requirements, and removal/termination of participants, if necessary. B. Approval of the number of hours worked by program participants. C. Payroll issuance to the program participants. D. Reporting the program participant's income for payroll; and E. Adherence with COVID-19 social distancing protocols. OYC will serve as the agency to provide the expansion and additional job opportunities for youth residing within the City of Miami respectively, between the ages of 16-25. OYC will serve as the payroll and overseeing agency for all youth. Program Elements: The Youth Internship Program will offer distinctive and unique experiences for participating youth to earn money, gain valuable skills and understand how they should take care of their financial future. Youth will participate in one of the following tracts: 1. Civic Engagement Experience: Participate in a civic engagement accelerator learning, understanding, and working to make a difference in the civic life of our communities and develop the combination of knowledge, skills, values, and motivation to make that difference. 2. Entrepreneurship Accelerator: Activate their entrepreneurial mindset and build your start- up skills to create a business and boost career -readiness opportunities. This program will teach youth how to think like an entrepreneur, test ideas, build a competitive edge, create a successful marketing plan, and make a profit. 3. Work Experience: Gain real work experience and learn essential job skills. The OYC Job Shadow/Work Experience will provide the opportunity to work with professional leaders in non-profit and for -profit organizations in a virtual or face-to-face setting to learn/shadow day-to-day operations. An on -site work experience will be the preferred work experience. An Internship Supervisor should be assigned to work with OYC staff to assist with the program implementation, oversee the day-to-day program activities and provide financial literacy lessons to program participants. Partners: Employer, corporate, and community partnerships are valuable to the success of the program. These partnerships further enhance the quality of work readiness presentations, financial education, and job placement/internship opportunities that OYC youth experience with leading professionals across various industries. For example, during FY 2021-2022, OYC partnered with Page 4 ( 8 EMPOWER I ENRICH I EXPOSE 2023 I YOUTH INTERNSHIP PROGRAM PROPOSAL the Louis Vuitton Corporation, Dibia Foundation, Nicklaus Health's Project GEN:ES, Miami Dade College, Girl Power, and the Affirming Youth Foundation. These collaborations supported program activities through the promotion of leadership skill development, mentorship, and career exposure. SUCCESS STORIES Sheyla C. is currently an 11th-grade student attending BookerT. Washington Senior High School. She joined OYC Miami during Elementary School and has not only attended after -school and summer programming but has also been employed through OYC's youth employment program. Sheyla began as a Youth Worker with OYC in June 2021. During the summer she set her first financial goal and was able to successfully reach this goal -saving $500 during her summer employment experience. Over the next year, Sheyla set two additional financial goals and by the Summer of 2022, she successfully saved $2,000 in total. Sheyla shared that "working over the course of the year [she] noticed that [she] was able to save from attending financial literacy sessions. Each work experience, [she] decided to increase [her] savings goal to see if [she] can meet or exceed the amount. Attending sessions taught [her] how to budget and have money for emergencies. OYC gave [her] experience as a first-time working student. Also, it gave [her] experience working with students like me". Rodson D. is an OYC Post -High student who interned with OYC In 2022. Following his experience, he shared: "Last week was my last day as an intern for OYC. I know that it was a last-minute call, but it would not have been possible without you all. I have been part of the program since 2017-2018 and it was a really fun experience for me to see how the organization operates behind the scenes to ensure that every participant is taken care of. I would like to thank you all for giving me the chance to get these internship hours. Thank you, Ms. Wallace, for your continued help. There is never a moment when I reach out to you for help, and you did not try your best. It might not be possible every time, but you always go above and beyond to help me. I appreciate you! Thank you, Ms. Brittany, and Ms. Fabiola, for your warm welcome. It was my pleasure to get to know both of you and thank you for all you do for us participants and the organization in general. I felt included since my first day of this internship. I was able to participate in staff meetings, met some of OYC's partners, and also had conversations with Ms. Nicole and co-workers about HR and Finance which were pretty insightful. I appreciate you all! Lastly, thank you to anyone else involved, it was my pleasure to work with you all. I will see you all soon and hopefully, you all have some time to come to my college graduation ceremony next year." Page 5 8 2023 I YOUTH INTERNSHIP PROGRAM PROPOSAL PHOTOS Page 6 18 INSPIRE EMPOWER I ENRICH I EXPO PROGRAM BUDGET Line Item 2023 I YOUTH INTERNSHIP PROGRAM PROPOSAL OYC Internship Program 2023-2024 Amount Requested Student Interns $153,000.00 Financial Ambassadors $14,800.00 Narrative This represents the costs to employ 45 youth and young adults ages (16- 25) ($17 per hour * 25 hours per week * 8 weeks) Youth and young adults will be employed during the summer as well as year-round. Opportunities will include In- PersonNirtual work experiences with several employment partners and entrepreneurship work experiences from the nonprofit, for profit and government industries This represents the costs to employ 4 ambassadors ($18.50 per hour * 25 hours week * 8 weeks) Ambassadors will provide internship oversight and oversee financial objectives for interns throughout the year. Payroll Costs - Internships $12,836.70 Financial Ambassadors FICA/MICA @ 7.65% Total Internship Costs Program Manager Payroll Costs - Program Manager Total Project Manager Indirect Costs $180,636.70 $4,483.20 $1,015.00 $5,498.20 $10,268.00 Total Costs $196,402.90 This represents the costs to employ 1 program manager ($28.02 per hour * 20 hours per week * 8 weeks) Design, coordination, and implementation of the Year -Round Internship Program in 2023-2024 Payroll Benefits/ Costs for full time FTE (FICA, MICA, & Fringe) This represents 5% indirect costs for managing the program - i.e., HR, Finance, Auditing, etc. Page 7 8 2023 YOUTH INTERNSHIP PROGRAM PROPOSAL CONTACT INFORMATION Tina Brown, Chief Executive Officer E: tina.brown@oycmiami.orq 0: (305) 349-1204 M: (305) 527-2924 Brittany Lambert -Brown, Chief Program Officer E: brittany.lambert@oycmiami.org 0: (305) 349-1204 M: (941) 447-0150 Yance Torres, Chief Development Officer E: yance.torres@oycmiami.org 0: (305) 349-1204 M: (305) 582-8867 OYC M IAM I E: info@oycmiami.org 0: (305) 349-1204 Mailing Address: P.O. Box 16940 Miami, FL, 33101 INSPIRE EMPOWER 1 ENRICH EXPOSE Page 8 8 AN EX A. OYC MIAMI PROGRAM DECK OVERTOWN YOUTH CENTER PROGRAM DECK rev. March 2C23 INSPIRE ( EMPOWER 1 ENRICH I EXPOSE EDUCATION In -School Services The Overtown Youth Center (OYC Miami) provides in -school services in 12 schools across Miami Dade County. These services include tracking and monitoring academic achievement, attendance, and behavior. Additionally, OYC Miami's in -school team serves as student advocates, mentors and accountability partners for students, parents, and school administrators. After School Program Services OYC Miami offers after school programming during the school year. Students participate in age -appropriate program activities at OYC's main site and at school partner sites across these levels: Elementary (K-5th), Middle School (6-8th), and High School (9-12th). During programming, students receive a hot meal, snacks, academic support, recreation/wellness activities, enrichment activities (e.g., art, music, performing arts, dance, STEM), exposure trips, gender -specific sessions focused on social emotional wellness, and college and career readiness activities. Throughout all program elements, staff focus on bonding and building strong relationships with students and families and helping each student work towards their individual goals. hrPi►ti8 CWic Engagement OM The ICE initiative was launched in 2022 with a focus on civic engagement curriculum for middle and high school students consisting of three pillars: 1) Voter Advocacy, 2) Social Justice and 3) Global Citizenship. OYC Miami will support "ICE" youth leaders in building a student -led, trusting, strong, and positive team culture while enabling them in creating and understanding the "ICE" culture and understanding the value of being a part of "ICE". Arts, Culture, Enrichment & Exposure One of OYC Miami's fundamental beliefs is that every child has a gift and a talent. OYC provides enrichment programming like art, music, dance, and history classes. Additionally, OYC Miami believes that exposure is the catalyst for youth development and is a key element for students reaching their full potential. OYC Miami offers field trip opportunities that include theatrical plays, musicals, sports events, movies, nature trips, leadership trips, service -learning trips, and other outings to broaden their perspectives; as well as provide students opportunities that are not afforded to them. OYC Miami specifically focuses on providing enrichment opportunities for youth in the visual and performing arts as art uses the power of words, images, and movement to communicate feelings and to evoke feelings in others. Art -related enrichment activities include dance, music, spoken word/poetry, drama, photography, painting, drawing, sculpture, and more. Instructors and community partners lead enrichment sessions with students through high -quality instruction and help prepare students for showcases, art installations, and/or professionally produced performances. Students are encouraged to participate in a variety of art mediums throughout the year in order to express themselves through creative outlets. Field trips (exposure trips) supplement these experiences as students may be able to attend special events and visit venues that promote art and culture. STEAM Initiatives OYC Miami offers STEAM activities for 100% of its students to bridge exposure gaps, career gaps, and industry -specific gaps based on ethnicity, gender and/or sexual orientation. Offerings include but are not limited to Robotics, Genetic Studies, Project - Based Leaming, Computer Science. Nature Studies, Engineering, Digital Arts and Design, Visual Arts and Performing Arts, Culinary, Aviation Studies, etc. The STEAM programming allows students to utilize elements of thinking and doing simultaneously. Family STEAM Nights are also offered to engage caregivers in STEAM learning with their students. FREQUENCY TYPE OF ACTNRY Year -Round School visits; classroom & lunch-time monitoring; collection and monitoring of school records; support with parent -teacher conferences Year -Round After School Services; Mentoring; Enrichment; Academic Support FREQUENCY TYPE OF ACTIVITY TARGET GROUP K-12 K-12 TARGET GROUP Year -loud Civic Engagement Workshops; 6-12; Community Service Projects; Families Community Engagement Year -Round Enrichment Activities and Exposure Trips K-12 Year -Round K-12; Hands-on learning activities Families • SERVED 550 550 it SERVED 300 550 550 For more information visit; www.overtownyouth.org/our-programs/ Page 1 of 4 INSPIRE I EMPOWER ENRICHMENT & EXPOSURE ♦ I • f ♦ OYC Miami Summer Program During the Summer Program, OYC Miami students engage in full day programming inclusive of academic support, character -building activities, community service, physical fitness, visual and performing arts, STEM enrichment, social emotional wellness activities, college and career readiness activities, and a variety of field trips to venues youth would not otherwise have the opportunity to experience. High school students prepare for college entrance exams, apply for college, visit local colleges/universities/technical schools, and attend financial literacy workshops during the summer months. Eligible youth also have the opportunity for full time summer employment through OYC Miami collaborations with multiple community partners. Honey Shine Mentoring Program Honey Shine Inc. was founded in 2002 by Tracy Wilson Mourning and began as a volunteer -led mentoring program that aimed to expose girls from underserved communities to healthy lifestyles and to encourage the balancing of mind, body, and soul. As the need in the community increased, along with an increasing number of girls, Honey Shine formalized into a 501c3 to provide direct services to girls through afterschool programming, "Aspire to Shine' empowerment workshops, and summer programming. In 2020, Honey Shine Inc. programming merged with OYC Miami, and Honey Shine is now the gender -specific programming component for OYC Miami. Honey Shine Programming takes place after school and during full day programming and/or weekend activities. Honey Shine programming is designed to enrich the lives of our Honey Bugs through S.E.LF. (STEAM, Empowerment, Literacy, and Fitness) enrichment activities. Camp Honey Shine Camp Honey Shine is a signature component of the Honey Shine mentoring program experience offering girls in grades K-12 with a high -quality, 7-week summer program through full -day programming Monday through Friday. Camp Honey Shine is designed to enrich the lives of our Honey Bugs through S.E.LF. (STEAM, Empowerment, Literacy, and Fitness) enrichment activities. Camp Honey Shine also provides an environment for Honey Bugs to: • Build social emotional wellness, physical, and cognitive skills • Develop values and a positive sense of self-worth • Develop their voice • Explore their direction in life through exposure to diverse enrichment activities including but not limited to dance, art, swimming, spoken word, literacy, health and wellness activities, character development, STEAM sessions, college and career readiness activities, and educational and culturally relevant field trips Camp Honey Shine is hosted annually at the Carrollton School of the Sacred Heart and OYC Miami. All camp activities place a strong emphasis on social emotional wellness (SEW) with staff and community partners serving as role models and fostering a safe, supportive environment. Band of Brothers Programming Band of Brothers (B.O.B.) is a gender -specific initiative that was envisioned as several staff at OYC realized the need for mentorship specific to males served through OYC programming. In 2020, an OYC student lost his life to gun violence and staff reflected on the challenges associated with the how the power of negative influences on the "street" can outweigh positive influences on youth even when surrounded by consistent, positive role models. The B.O.B. vision is to expose young men to numerous resources and opportunities that will aid in their educational and social development and empower them to become positive contributing citizens (PCC). This vision is supported through the provision of mentorship, workshops, program activities (year-round), and special events that support the needs of the students in areas such as character development, self-esteem enhancement, college, and career readiness, understanding their culture and history, self- identity, combating negative influences, and creating a community of male support. OYC PROGRAM DECK rev. Feb 2023 FREQUENCY TYPE OF ACTMTY 7 weeks (Monday - Friday) Summer Program Year -Round Gender -Specific Initiative; STEAM; Empowerment; Literacy; Fitness; Social Emotional Wellness 7 weeks (Monday - Friday) Summer Camp Year -Round Special Events/Activities Gender -Specific Initiative; Empowerment; Mentoring; Social Emotional Wellness TARGET GROUP K-12 K-12 K-12 K-12 # SERVED 550 275 125 275 For more information visit: www.overtownyouth.org/our-programs/ Page 2 of 4 INSPIRE I EMPOWER I ENRICH I EXPOSE FAMILY SERVICES •• • antII • EDEN Place Family Resource Center The United Way EDEN Place Program (Educate, Develop Empower, Nurture) powered by OYC Miami is an optional, educational Family Resource Center that provides free, comprehensive services to parents and/or caregivers to help them better understand their children's schooling and broader development, connects them to resources and empowers them to advocate for their children's future success. Services include: • Monthly Parent workshops/meetings focused on positive parenting, health/wellness, financial sustainability, academic supports, etc. • One-to-one assistance • School advocacy • Family coaching • Parenting strategies and supports • Child behavior support • Social skills training • Application assistance • Health insurance enrollment • Food distribution • Employment assistance/job placement and success coaching • Information and referrals to access community resources Neat Stuff Program Since 1995, Neat Stuff served more than 6,000 children annually by connecting children and their advocates to a variety of sponsors and donors who provided new clothing, accessories, shoes, school items, baby items, toys, and special assistance at no charge to agencies or families. In 2018, OYC Miami assumed the role of revitalizing and expanding the impact of Neat Stuff while continuing the operation of these distribution services. Positive Parenting Program OYC Miami delivers an 8-session, evidence -based positive parenting program to groups of parents/caregivers with children ages 5-12 years old. This program is designed to offer parents a toolbox of ideas and strategies that aid them in supporting their child across their developmental milestones and in having a greater understanding of positive parenting skills that can be utilized in a wide range of parenting situations. Digital Skills for We Program OYC Miami delivers an 8-session, digital learning curriculum for adults to gain greater digital literacy skills on topics such as hardware, software, internet connection and mechanics, safety while searching, professional communication, social media, personal and academic apps, and safety and children's use of apps. ECONOMIC SUSTAINABILITY IE2/College, Greer and Vocational Programming 1E2 is an initiative designed to expose students as early as Kindergarten to college, career, and vocational concepts. OYC Miami's goal is to ensure that by 11th grade every high school participant has declared a post -high path and by the end of OYC Miami's program term (age 25) that there is a high probability of success ensuring that participants can sustain themselves and their families from an economic perspective. IE2's programming includes a professional speaker series, test preparation services, leadership program opportunities, college, career and vocational tours and experiences. Year-round College and Career Readiness programming is provided to promising youth residing in marginalized communities with the goal of increasing their knowledge of college and career options, providing jobs and internships, improving financial literacy, and promoting civic engagement. Summer Jobs Connect (SJC) SJC is a summer employment program focused on providing students ages 14-25 with work experience in corporate, nonprofit, and govemment sectors to expose them to various careers, increase soft skills, expand their network, and strengthen their financial literacy skills. OYC PROGRAM DECK rev. Feb 2023 FREQUENCY TYPE OF ACTIVITY Support available daily on weekdays Care Coordination / Information & Referral / Success Coaching Support available daily on weekdays Assistance with clothing, accessories, shoes, school items, baby items, toys, and similar resources as available. Year -Round Parenting Education Groups Year -Round Digital Skills Training FREQUENCY TYPE OF ACTIVITY Year -Round Learning Activities and Sessions Summer Workforce Readiness; Internships TARGET GROUP Adults & Families Students & Families Parents/ Caregivers # SERVED 100+ families More Than 550 Families 60 Adults Adults 60 Adults TARGET GROUP K-25 14-25 # SERVED 550 150 For more information visit: www.overtownyouth.org/our-programs/ Page 3 of 4 • INSPIRE I EMPOWER I ENRICH I EXPOSE ECONOMIC SUSTAINABIUTY Financial Literacy Grounded in the belief that regardless of background or income level, financially informed individuals are better able to take control of their circumstances, improve their quality of life, and ensure a more stable future for themselves and their families, our mission at OYC is to provide individuals with a financial literacy foundation that will encourage educated financial decision making through every stage of life. OYC Miami financial literacy programs will be delivered to students, young adults ages 18-25, and family members of all ages. OYC Miami provides financial literacy programs in collaboration with multiple partners to include helping kids explore and leam concepts critical to real -world success. Concepts taught include summer jobs connect programming, budgeting, goal setting, investing, homeownership, etc. OYC PROGRAM DECK rev. Feb 2023 FREQUENCY TYPE OF ACTWITY Year -Round Learning Activities and Sessions Latinos In Finance Program OYC Miami provides a 6-week bilingual banker training program. The program is aimed at providing workforce development training to job seekers in order to help enhance their opportunities to transition into employment opportunities in banking or finance Year -Round industries. A 14-module curriculum is utilized with each training cohort that covers Industry -specific, job training personal finance, job readiness, customer service and communication skills, and banking sector essentials. In addition, OYC Miami staff provide participants with assistance in reviewing and revising their resumes, job searches, and mock interview sessions. HEALTH & WELLNESS Social -Emotional Wellness (SEW) Gender -specific, social -emotional learning sessions are provided in small group settings as a foundational basis to foster wellness to ensure that students leam skills necessary for developing self-awareness, self-control and interpersonal skills that are vital for school, work, and life success. Strong SEW skills help students and caregivers cope with challenges and thrive academically, professionally, and socially. This program integrates =1♦ OYC Miami's Honey Shine and Band of Brothers components with topics focused on self- esteem, character development, self -love, understanding one's culture and history, life skills, etiquette, financial health, and college and career readiness. FREQUENCY TYPE OF ACTIVf1Y Year -Round Interactive sessions Health and Wellness Services OYC Miami prides itself on creating opportunities to foster healthy lifestyles for both children and families. OYC incorporates health and wellness in school through mental health and wellness check -ins; afterschool through physical and recreational programs like through fitness, sports, free play, music, dance, and arts programming; as well as nutritional culinary programs and healthy food options that are offered through our breakfast, lunch, and dinner programs. During the Summer, OY Miami ensures that 100% of all its students receive basic health screenings such as annual wellness visits/physicals, Year -Round vision, and dental screenings, as well as EKG screenings. OYC collaborates with key Daily recreational healthcare stakeholders to narrow health gaps for children and families. programming Annual Health Screenings Movement is integrated into daily program activities including enrichment activities that integrate elements of physical wellness in addition to skills building in other areas (e.g., dance, drama). In addition, indoor and outdoor activities will be made available that promote fitness, cooperative play, the integration of physical and mental wellness (e.g., martial arts, yoga, etc.), positive health routines, recreational activities that promote fun and teamwork, swimming (during summer programming), gardening activities, and exposure to a variety of sports. Food and Nutrition Program OYC Miami provides hot nutritious meals to over 500 students daily. This program is to Year -Round combat hunger, childhood obesity and to promote healthy eating. Additionally, this Daily Catered Food Service program supports families and other siblings at home in need of food. TARGET GROUP K-25 & Adults # SERVED 650 Adults 45 TARGET GROUP # SERVED K-12 550 K-12 550 K-12 550 For more information visit: www.overtownyouth.org/our-programs/ Page 4 of 4 ANEX B. OYC MIAMI POST HIGH DATA INSPIRE I EMPOWER I ENRICH I EXPOSE OYC POST HIGH DATA As of 2022 OYC supports post -secondary youth by monitoring their progress from ages 18 until they are 25 years old. Post - High students are provided with career exposure, job interview skills classes, and access to resources such as counseling, scholarships, and transportation. These promising young adults often return to OYC as speakers, mentors, and instructors. Class of 2022 — Total Scholarships: $437,713 College Enrollment Status 2-year degree 4-year degree Technical Certification Graduated Gainfully Employed Total 188 Degrees Associate in Arts (AA) Associate in Science (AS) Bachelor of Arts (BA) Bachelor's & Master's Degree Bachelor of Science (BS) 17 1 20 1 3 Certificate 10 Total I 52 Top Schools Bethune Cookman University (BCU) Attending 4 Bethune Cookman University (BCU) Graduates 3 12 FAMU Attending FAMU Graduates FIU Attending FIU Graduates 4 11 FSU Attending 4 4 FSU Graduates MDC Attending MDC Fire Academy Graduates MDC Graduate 3 37 44 9 New World School of the Arts,N«sv,,,nGraduates 3 Tennessee State University (TSU) Attending 3 Total 52 *Community Post High High School Graduates CPH* invons s 2022 2021 2020 2019 23 2018 __ 2017 ism 3 2016 Ynmaam 6 2015 io.•. 2014 a. 4 2013 mom 5 2012 �� 5 2011 6 2010 ■ 1 7 College Enrollment Status 196 • 4-year degree • Gainfully Employed • Graduated • 2-year degree • Technical Certification TSU NWSA MDC FSU Im FIU FAM U BCU Top Schools 37 53 11 4 12 4 lJ *Attending ■ Graduates OYC Class of 2022 Data Page 1 of 1 PROGRAM BUDGET Line Item OYC Intemship Program 2023-2024 Amount Requested Student Interns $153,000.00 Financial Ambassadors $14,800.00 Narrative This represents the costs to employ 45 youth and young adults ages (16- 25) ($17 per hour * 25 hours per week *8 weeks) Youth and young adults will be employed during the summer as well as year-round. Opportunities will include In- PersonNirtual work experiences with several employment partners and entrepreneurship work experiences from the nonprofit, for profit and government industries This represents the costs to employ 4 ambassadors ($18.50 per hour * 25 hours week * 8 weeks) Ambassadors will provide internship oversight and oversee financial objectives for interns throughout the year. Payroll Costs - Internships $12,836.70 Financial Ambassadors FICA/MICA @ 7.65% Total Internship Costs Program Manager Payroll Costs - Program Manager Total Project Manager Indirect Costs $180,636.70 $4,483.20 $1,015.00 $5,498.20 $10,268.00 Total Costs $196,402.90 www.overtownyouth.org This represents the costs to employ 1 program manager ($28.02 per hour * 20 hours per week *8 weeks) Design, coordination, and implementation of the Year -Round Internship Program in 2023-2024 Payroll Benefits/ Costs for full time FTE (FICA, MICA, & Fringe) This represents 5% indirect costs for managing the program - i.e., HR, Finance, Auditing, etc. OYC MIAMI 002281 IRC DOCutrialit .61: the .TTeciailiy Dttertinj Rove;tub Service, P.O.'13X 2508 Cincinnati OW 45201 ovERToyN /puTH CENTER INC 450. NW 14Til ST MIAMI FL 33136-1636502 In reply refer to: 0248322209 May DB, 2008 LTR 4168Q ED 65-1048896 000000 OD DOD 00018513 BODC: TE - - . Employer Identification Number:. 65-1040896 Person to Contact: Ms.. Jackson Toll.Free-Telephope Numberl- I-877-82975500 This Is in response to Your request of Apr. 2434., 2008, regarding your tax"-exemptr.Statos, Our recordS indicate that a determination letter was. issued in March 2001,.that recognized you as exempt from Federal -1nceMe. tax, . and disci-GS-es that you are currently exempt under section 501(c)(3) of the Internal ReVende Code. Our records also indicate you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section(s) 509(a)(1) •and 170(b)C1)(A)(vi). Donors may deduct contributions to you as provided 1,r1 section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. • If YOU have any questions, please tall us at the. telephone number shown in the heading Of this letter. Sincerely yours, 'Pt:4416-A 44114464;) Michele M. SL;ilvan, .0pep. Mgr, Accounts Management Qoeratidns I FILE No.960 12,12 '03 11:07 ID:8ILZIN,SJIBERG FAX: PAGE 2, S ZCIP;../,,, j• 32 SECOND AMENDED AND RESTATED I4 : is C; ARTICLES OF1NCORFO1 ATlOI' '� .'i`' Tyr OF C:?/Q4 OVERTOWN YOUTH C1RIZR, ITC, (x corporation not for profit) Pursuant to Section 617,1007 of the Florida Not Per Profit Corporation Act, the Board of Directors (tlte "laoard") of the OVERTOWN YOUTH CENTER, DIC, (the "Corporation"), hereby amends and restates the previously Amended and Restated Articles of Incorporation of the Corporation flied with the Department of the State of the Stag of Florida on February 14. 2001 containing document number N00000006972. • ARTICLE k 03000333083 The name of the Corporation is: OVEItTOWNYOUVR CENTER. tic. ARTICLE '1I POSES The purposes far which the Corporation is organized are To receive and maintain personai or real property, or both: and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for educationaland otter charitable purposes: To develop? own and operate a facility to be known as "Overton Youth Center" located at 450 Northwest I4th Street, Miami, Florida 33139 and to provide both educational and sports programs to youths within the community autrattnding such location, all for no pecuniary gain; and to con4uct such other activities as are from time to time found appropriate in connection with the ibregoing. These purposes may be effectuated either directly?, or by contributions to, or activities undertaken taken in cooperation with, other organizations that qualify as exempt organizations under Section S41(0) of the Internal Revenue Code of 1986 as amended.' The purposes for which the Corporation is organized are exclusively charitable and educational within the meaning of Section S01(c)(3) of the Code: and, notwithstandbag any other provision of these Articles a/Incorporation, the Corporation shall not carry on any activities not permitted to be carried on 1}y an organization exempt from Federal Income Tax under Code Section 5O1(0)(3), contributions to which are deductible for federal income, gift and estate tax Unless oiberwise noted, all references art to the Intesaal Revenue Coda a 1986, as antended, Ile 26 of the United Swot Cade, including corresponding ptt?vislans of any subsequent federal tax lava and the regvlat ons pro nnigated tlIttreander as they now exist or as they tray hereafter be amended vn i'DQ1iMAI/ 654375 v 2 -1- I-103000333083 FILE 111o.980 12,12 'tX3 11:07 IB=BILZIh1.SU1BERG R,0300E1333t 33 FAX: Pi: a, 9 purposes.. The Corporation is a not -for -profit coneoration organized pursuant to the Florida Net For Profit Corporation Act. In furtherance of the foregoing, the Corporation shall be autibarized: (e) To receive assiataaice, money (as grants or otherwise), gear or personal property and any other fbrtu of contributions, gift, bequest or devise from any person, farm or corporation, to be utilized in the furtherance of the objects and purposes of the Corporation; to enter into agreements or contracts for contributions to the Corporation for its objects and purposes, provided however, that gifts shall be subject to acceptance by the board of directors as required by the bylaws. (b) To establish ati office and employ such assistance mad clerical force as may be necessary and proper in the judgment of the board of directors, and pay reasonable compensation for the services of such persons. (c) To distribute, in the manner, form and method, and by the metes determined by the board of directors of the Corporation, any and all forms of cornn"butiions received by it in carrying out the programs of the Corporation in the furtherance of its stated purposes. Money and real or personal property contributed to the Corporation in the furtherance of these objects and purposes arc and shall continue to be impressed with a trust for such purposes. (4) To invest and reinvest surplus funds in such securities and properties as the board of dirge may from time to time determine. (e) To purchase, acquire, own, hold, guarantee, sell, assign, transfer, mortgage, pledge, loan or otherwise dispose of and deal in any bonds, -securities, evidence of indebtedness or other personal property, as well as to purchase, acquire, own, hold, sell, transfer, mortgage, or otherwise dispose of and deal in real estate; and, as the owner of any such real or personal property, to exercise all the rights, powers and privileges of ownership. (f) To contract and be contracted with, and to sue and be sued. (g) To adopt and use a corporation seal contairdn' g the words "corporation not for prefr, if desired and deemed necessary; but, this shall not be compulsory unless required by law. (h) To do all acts and things requisite, necessary, proper and desirable to carry out and further the objects for which the Corporation is formed; and, in general, to have all the rights, privileges and in nreanities, and enjoy ell the benefits of the laws of the State of Florida applicable to corporations of this character, incruding but not limited to the powers descrcfseel in Section 617.0302 oft e Florida Statutes. a) All of the above and foregoing are to be construed both as objects and powers, and it is expressly provided that the specific objects and powers a ivanerate d herein. shall not be held to lid or restrict in any manner the general powers of tba Corporation. 173ISKA15407111654375 v2 -2- M S000333023 FILE No.96a 124 `OS 11:08 ID:BIL.ZIN,SUt1BER FAX PAGE 4i 9 T il3000333OS3 (J) Each and all of the objects. purposes and power of the Corporation, 1ii wevcr, shall be exercised, construed and limited in their application to sacamplisb the purposes far which the Corporation is formed. A TICLE ilk • TERM OF mrsTENCC The Corporation shall have perpetual ra istence. unless dissolved aecarding to law. ARTICLE IV OIJCE S The officers of the Corporation Asti be 'resident, Vice President, Secretary and Treasurer, who shall at all times be members of the Board, and the Corporation may have such other officers az tlic Bocai may from time to time create by resolution. The otiicer& shall serve as provided under these Articles of Incorporation and the bylaws of the Corporation The term of the Officers and the manner of their election shall be prescribed and governed by the bylaws ofthe Corporation. ARTICLE V ) 1 CE TOIL. COMMITTEES AWD CQutiaua The powers of the Corporation shall be exercised, its property controlled, and its affairs conducted exclusively by the Board. The number of directors herein provided shall be set forth iit the By -Lawn of the Corporation. The Corporation currently has nine (9) directors. The number of the directors may either be increased or decreased from time to time as provided in the By -Laws, but R1911 never be less than three (3). The current directors are: (1) Alonzo H. IvIeuxning, (2) Albert B. Dotson, Ir., (3) Allen Furst, (4) Sara B. Herald, (5) Trunanue1 Washington, (6) Marvin Duun, (7) iennifer Altman, (8) Irby Maul& and (9) Tony Hanson. The 3oard may, from times to time, establish such advisory committees and councils that the Board deems in the best interests of the Corporation. ARTICLE V[ ?VITAL REGISTERED OFFICE AGENT The street address ofthe current registered ogee ofthe Corporation is 200 South Biscayne Boulevard, Suite 250G, Miami, Florida 33131, and the name of the current registered agent ofthe the Corporation at that address is Albert E. Dotson, Ir. 173140LU549'11 #65437$ v 2 -3- H03000333083 • • ' • FILE No.860 12,12 '03 11:08 . ID:BILZIN,SUMBERG ? 43000333083 FAX: PAGE 5, 9 AR.TICi ' 'il< DIAECTCRS' AND oFFrcERs. CCM» NS a TXON Al INDBctuIC Tifm A. Compensation. A director of the Corporation shall DOI receive compensation, directly or indirectly, for services as a dirccia An officer of the Corporation shallai not eve compensation, directly or indirc y, for services as au officer unless employed by the board directors as: (1) a member of the adrtnlnistrative staff of the Corporation, br (ii) for oompensable services rendered in other capacities. These prohibitions shall not preclude reimbursement of a director, affieer, or duly appointed committee member for expenses or advances made for the Corporation that are reasonable in character and amount not for campeunsable services rendered in other capacities and approved for payment in the rummer provided by the bylaws. E. Indrarmification. Every director and every officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel f es, reasonably incurred by or imposed in connection with any proceeding or any settlement of any proceeding to which a director or offer may be a party or may become involved by reason of being or baying feu a director or officer of the Corporation, wlic er or not a director or officer at the time such expenses are incurred, except when the director or officer is adjudged guilty of willful misfeasance or willful malfeasance in the performance of dirties; provided that in the event of a settlement before entry of judgment, the indemnification shall apply only whoa the board of directors approves such settlement and reimbursement as being in the bust interest of the Corporation. The foregoing right of indenmification shall be in addition to and not exclusive of all. other rights to which such director or officer may be entitled, 'Appropriate liability insurance shall be provided for every offer,. director and agent of the Corporation in amounts determinedm time to time by the board. C. ?mere t off' I?itectora $n og jn .o agts Any contract, whether for compensation or otherwise, or other transactions between the Corporation and one or more pf its directors or officers, s, or between the Corporation and any firm of which one or more of its directors or officers are stocltholders or omsployees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its directors or officers are shareholders, members, directors, officers or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors, offleer or officers, at the meeting of the board of directing of the Corporation which acts upon or in reference to such contract or transaction and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known iv writing to the board of directors and the board of directors shall, nevertheless, authorize approve and ratify such contract or transantk n. by vote of majority of the directors present, such interested director or directors, officer or officers to lac counted in detarMining whether a quorum is present but not be counted in cafe 1atisng the majority of such quorum necessary to carry such vote. This section shall not be constmed to invalidate any contract or other transaction which woull otherwise be valid under the common and statutory law applicable thereto. \73 $90u5d971 iK 654375 v 2 -t-+ I3000333083 FILE No.9t60 12/12 03 it:00 ll):BILZIN,SUMBER0 H03000333083 FAX: PAGE 6,e. 9 NONPRCPR ETAl Y LIMITATIONS No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the directors, or of oers of the Corporation, or to cony other private peen; nor shall the Corporation's assets or earnings be expended for the benefit of anyone other than a recipient of funds for charitable, educational and literary purposes; it being intended that all such earnings and assets shall 1,e used and expended solely for the purposes stated. in Section 501(c)(3) of the internal Revenue Code. The Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the Corporation and to make payments and distributions in furtherance ate purposes as set forth herein. No substantial part of the activities of the Corporation shall be the carrying an of propaganda, or otherwise attempting, to influence legislation: and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public oince. • In the event that t Corporation can be characterized in. any fiscal year(s) as a private foundation within the mean of Section 509, the Corporation, during the fiscal year(s) of such characterization: Shall distribute its income far each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942; Shall not engage in any act of self -dealing as defined in Section 4941(d); Shall not retain any excess business holdings as defined in Section 4943(c); Shall not :ram any investments in such manner as to subject it to tax under Section 4944; and Shall not moire any taxable expenditures as defined in Section 4945(4 Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried ou by an organization exempt from Federal income tax ender Section 501(0(3) of the Internal Revrenue Code of 19Rd or the corresponding provision of any future United States Internal Revenue taw. 171901154471# dS4S75 v 2 5- H03000333083 FILE No.960 1242 '03 11:O9 iD:BILZIN,Sii11ERG H03000333083 FAX: PAGE 71 T LEix piSp?siTXON py .ASSETS All the property of the Corporation is and shall be irrevocably dedicated to charitable or educational purposes. In the event of the dissolution of the Corporation, ate board of directors shall, after paying or making provision for the payment of all of the liabilities aft Corporation, dispose of all of the assets of the Corporation by transferring such assets to such organizations which are exempt under Section 501(eX3) and are engaged in activities of the type described in ,particle II above, as the board of directors shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which The principal office of the Carpel-J en is tben located, cxclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE X $,SAW AMENDMENTS The power to adopt, alter, amend or repeat the Bylaws of the Corporation shall be vested in the Board in accordance with the provisions of the Bylaws. AVICM ARTICLES AMENDMENTS The Corporation reserves the right to amend or repo any provisions contained in these .Articles of Incorporation, or in any subsequent amendment hereto, and such amendment to these Articles of Incorporation may be proposed by any member of the Board, and presented as provided in the bylaws to a quotnm (as defined therein) of the Board for their vote_ Amendments must be adopted by a majority of the entire Board of Directors of the Corporation at s meeting in which a quorum exists. ARriCI.11331 PR1NCIi'A IVIAILINC ADDRESS The principal mailing address of the Corporation is 450 Northwest 14th Street, lv iami, Florida 33139. 1731MM5WA # 654375 y 2 d Ht 000333083 FILE Na.9SI 12/12 '©S 11:09 ID:BILZIN,SUMBERO 03000333053 FAX: PAGE Si 9 Such amendment to, and amendment and restatement of the Arttcz of Incorporation of the Corporation hes been duly and unanimously authorized, directed and adopted by the Board of Directors of the Corporation on December if , 2003. The Corporation, does not have members. Such amendment and restatement of the Articles of Incorporation of he Corporation supersedes in all respects the original Articles of incorporation of the Corporation- i r Wi`rNESS WHEREOF, the undersigned officer of the Corporatiion has oxecuted these Second Amaidecl Arlie/es aficorporatiort this day ofpeccrnber, 2003, S73190U3497t#654373 v 2 -7- 1103000333083 • • .. FILE No.eSO 1.2ri2 'OS IA:09 ID:SILZIN,SU1BERG H03000333083 FAX: PAGE 9, 9 . ACCEPTANCE OF APPOINTMENT or REGISTERED AGENT Having been named as registered agent for OVERTOWN YOUTH CAL INC., a Florida not for profnt corporation (the "Corporation"), in the foregoing Second Amended and Restated Articles of incorporation, the undersigned, as Registered. Agent and on behalf of the Corporation, hereby acknowledge that he is familiar with and agree to accept the duties and responsibilities as registered agent for said Corporation and to comply with any and all Florida Statutes relative to the complete and proper performance of the duties of the registered agent, Dated: December 10. 2003. REGISTERED AGENT: ert E. Dotson, Jr. i H03000333083 4. Exhibit "C" Insurance Requirements INSURANCE REQUIREMENTS - OVERTOWN YOUTH CENTER, INC. 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 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami & SEOPW CRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Abuse and Molestation Included The City of Miami Building Department 444 SW 2nd Ave Miami, FL 33130-0000 Southeast Overtown Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136-0000 II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & SEOPW CRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included Excess Medical Accident $10,000 V. Umbrella Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 City and SEOPW CRA listed as additional insured. Coverage is excess over the general liability and auto policies. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer 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.