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HomeMy WebLinkAbout23960AGREEMENT INFORMATION AGREEMENT NUMBER 23960 NAME/TYPE OF AGREEMENT SEOPW CRA & OVERTOWN OPTIMISTIC CLUB DESCRIPTION GRANT AGREEMENT/AFTER-SCHOOL PROGRAM/FILE ID: 11329/CRA-R-22-0001 EFFECTIVE DATE June 21, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/16/2022 DATE RECEIVED FROM ISSUING DEPT. 6/23/2022 NOTE GRANT AGREEMENT a . ° V` ° vufC This GRANT AGREEMENT ("Agreement") is made as of this 21 day of52022 ("Effective Date") by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"), and OVERTOWN OPTIMIST CLUB., a Florida not for profit corporation ("Grantee"). RECITALS A. WHEREAS, the CRA is a community redevelopment agency created pursuant to Chapter 163,; Florida Statutes, and is responsible for carrying out Community Redevelopment activities and projects within its: redevelopment area in accordance with the 2018 Southeast Overtown/Park West Redevelopment Updated Plan (the "Updated 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 Updated Plan (the "Updated Plan") lists the "creati[on of] jobs within the community..." as a stated redevelopment goal; and D. WHEREAS, Section 2, Goal 6, on page 10 of the 2018 Southeast Overtown/Park West Community Updated Redevelopment Agency Plan (the "Updated 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 Updated 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 Updated Plan provides that to "address and improve the neighborhood economy and expand economic opportunities of present and future residents ..." G. WHEREAS, Grantee is a not -for -profit organization that has provided a safe haven for the youth of the Overtown Community for the past 28 years; and H. WHEREAS, Grantee provides services to youth during out -of -school hours: sports, nutrition and academic advisement; and I. WHEREAS, grant funds for this project will be used to administer year round programing (including Summer and Spring Break) from August 2022 to June 2023, (the "Program"); J. WHEREAS, the Program provide enhancements to the lives of the Program participants; and K. WHEREAS, the Board of Commissioners, Resolution No. CRA-R-22-0001 attached hereto as Exhibit "A", passed and adopted on February 7, 2022, authorized the issuance of a grant to Grantee, in an amount not to exceed Two -hundred Thousand. Dollars($200,00.00), to underwrite the costs associated with the Program; and L. WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of this grant; NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt, and sufficiency of which is hereby acknowledged, the CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct, and are incorporated herein by referenced and made a part hereof. 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the CRA hereby agrees to make available to Grantee grant funds to be used for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used to underwrite costs associated with the Program incurred during the Term of this Agreement, in accordance with the Program's approved scope of work and budget, ("Scope of Work and Budget") as described in Exhibit "B", attached hereto and incorporated herein. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate upon the earlier of one (1) year after the Effective Date, or when the grant funds of Two -hundred Thousand Dollars ($200,000.00) are expended, whichever occurs first. However, the following rights of the CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the CRA shall make available to Grantee up to Two -hundred Thousand Dollars ($200,00.00). In no event shall payments to Grantee under this Agreement exceed Two -hundred Thousand Dollars ($200.00.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements in accordance with the approved Scope of Work and Budget. b. REQUESTS FOR DISBURSEMENT OF GRANT FUNDS. All requests for the disbursement of grant funds by Grantee shall be submitted in writing to the CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of grant funds and/or expenditures incurred, and that the request is being made in accordance with the Program's approved Scope of Work and Budget, as reflected in Exhibit "B", for expenditures incurred during the 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 CRA in light of Grantee's inability to bind the CRA to any legal and/or monetary obligation whatsoever. The CRA reserves the right to request additional supporting documentation for any expenditures, and the CRA reserves the right to deny any and all requests it deems to be outside of the approved Scope of Work and Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested by the CRA, shall serve as grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the CRA. c. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to Grantee as a reimbursement for any Project -specific expenditure paid in cash. Grantee acknowledges that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement. d. NO ADVANCE PAYMENTS. The 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. _.._..._.�_._z-:..'J _�' `, _��_l'?!_ -A 1:j{ E. �rI:� :art== Li- 4:_.9 ��._-'•sue= '�.P - 4'=E - i^F�I-(20:n- i r�=''FRTFiPPC YaT _.-rani F _t. p. tis __ ..RO._UI✓-T?E_f�, grant funds is subject to specific reporting, record keeping, administrative, and contracting guidelines and other requirements affecting the CRA's activities in issuing the grant. CRA agrees to provide notice of said guidelines and other requirements to Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, Grantee represents and warrants that it will comply, and the grant funds will be used in accordance with all applicable federal, state and local codes, laws, rules, and regulations. 7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained in this Agreement, the CRA shall have the right to take one or more of the following actions: a. Withhold cash payments, pending correction of the deficiency by Grantee; b. Recover payments made to Grantee; c. Disallow (that is, deny the use of the grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Project; or e. Take such other remedies that may be legally permitted. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the CRA's audit rights in Section 9(c) below, Grantee acknowledges and accepts the CRA's right to access Grantee's records, legal representatives' and contractors' records, and the obligation of Grantee to retain and to make those records available upon request, and in accordance with all applicable laws. Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, Grantee's contractors and subcontractors must make available, upon the CRA's request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Project for a period of five (5) years after the expiration, early termination or cancellation of this Agreement. b. REPORTS. Grantee shall deliver to the CRA reports relating to the use of grant funds as requested by the CRA, from time to time and as detailed herein. Failure to provide said reports shall result in grant funds being withheld until Grantee has complied with this provision. Thereafter, continued failure by Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The CRA shall have the right to conduct audits of Grantee's records pertaining to the grant funds and to visit the Program, in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. 3 9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, Grantee shall transfer to the CRA any unused grant funds on hand at the time of such expiration. I0. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. Grantee represents, warrants, and --...-. - a. INVOICES. Invoices for all expenditures paid for by Grantee shall be submitted to the CRA for review and approval in accordance with the terms set forth in this Agreement. Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the Scope of Work and Budget set forth in Exhibit "B". b. EXPENDITURES. Funds disbursed under this Agreement shall be used solely for the Project in accordance with the Scope of Work and Budget set forth in Exhibit "B". All expenditures of grant funds will be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. Grant funds shall not be co -mingled with any other funds, and separate accounts and accounting records shall be maintained. activities. d. POLITICAL ACTIVITIES. No expenditure of grant funds shall be used for political e. LIABILITY GENERALLY. Grantee shall be liable to the CRA for the amount of the grant expended in a manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which Grantee is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which Grantee is a party, or results in the creation of any lien or encumbrances upon any property of Grantee. 11. NON-DISCRIMINATION. Grantee, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, disability, or any other member of a protected class be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by Grantee. Grantee covenants, represents, and warrants that it will comply with all such conflict of interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and continued authorization for Program activities, and is subject to amendment or termination due to lack of funds or 4 authorization, reduction of funds, or change in regulations. The CRA shall not be liable to Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event Grantee wishes to engage in any marketing efforts, Grantee shall, if approved by the CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Program, in all forms of media and communications created by Grantee for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or Internet advertisements, or interviews. b. APPROVAL. The CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. Grantee further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in Grantee's use of the CRA's name and logo, confers or may be construed as conferring upon Grantee any right, title, or interest whatsoever in the CRA's name and logo beyond the right granted in this Agreement. 15. DEFAULT. If Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of Grantee's obligations hereunder, and Grantee does not cure such failure within thirty (30) days following receipt of written notice from the CRA that such failure has occurred, then Grantee shall be in default. Upon the occurrence of such default hereunder the CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be immediately returned to the CRA. Grantee understands and agrees that termination of this Agreement under this section shall not release Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the issuance of grant funds under this Agreement, Grantee hereby waives, releases, and discharges the CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to Grantee, its officers, directors, members, employees, agents, or representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. Any liability of the CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 17. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the grant funding authorized for the services provided herein. In no event shall the CRA be liable to Grantee for any additional compensation, other than that provided herein. 18. INDEMNIFICATION OF THE CRA. Grantee agrees to indemnify, defend, protect, and hold harmless the CRA and the City of Miami from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials, and equipment contemplated by this Agreement or the Program, whether directly or indirectly caused, in whole or in part, by any 5 act, omission, default, professional errors or omissions, or negligence (whether active or passive) of Grantee or its employees, agents, or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the CRA, unless such injuries or damages are ultimately proven to be the esti4,ef fires l!- e l ent:.amwilifttlfacts7=omisslons nsthe= r -Tott CRA = r 1-rtlaa:lrrres:r ,#tLe� __.�._- --- comply with any of the paragraphs provisions herein; or (iii) the failure of Grantee, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. The Indemnification shall survive the cancellation or expiration of the Agreement. 19. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C", attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the CRA, or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Program under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the CRA. Completed Certificates of Insurance shall be filed with the CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by CRA file duplicate copies of the policies of such insurance with the CRA. If, in the reasonable judgment of CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, CRA shall pay Grantee expenses incurred for the Program, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 20. DISPUTES. In the event of a dispute between the Executive Director of the CRA and Grantee as to the terms and conditions of this Agreement, the Executive Director of the CRA and Grantee shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the CRA's Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 21. INTERPRETATION. a. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRA and Grantee relating to the Agreement. 6 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 — ref i:fia=p� +rl-,mth.m7:-ATI r.: z-h ; ur1 r2l=a rnit-t 0:: 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 terns of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. £ WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. g. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable; and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 23. DOCUMENT OWNERSHIP. Upon request by the CRA, all documents developed by Grantee shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CRA to Grantee pursuant to this Agreement shall at all times remain the property of the CRA, and shall not be used by Grantee for any other purpose whatsoever, without the written consent of the CRA. 24. AWARD OF AGREEMENT. Grantee warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the grant funds. 7 25. NON-DELEGABILITY. The obligations of Grantee under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 26. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 27. TERMINATION. The CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. Should the CRA terminate this Agreement, the CRA will be relieved of all obligations under this Agreement. In no way shall the C RA be subjected to any liability or exposure for the termination of this Agreement under this Section. 28. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To CRA: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2"d Avenue, 3rd Floor Miami, FL 33136 Email: JMcqueen@miamigov.com To Grantee: With copies to: Vincent T. Brown, Esq., Chief Legal Counsel Email: vtbrown@miamigov.com Mark Staliworth, Program Compliance Analyst Email: Mstal!worth@miamigov.com Ieshia Haynie, Executive Director Overtown Optimist Club, Inc. P.O. Box 12895 Miami, FL 33101 Email: info@theoptimistclub.org 29. INDEPENDENT CONTRACTOR. Grantee, its contractors, subcontractors, employees, agents, and participants in the Program shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 31. MULTIPLE COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of 8 Agreement. the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals 32. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated in, and made a part of this 9 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] • , , IN WITNESS WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the CRA and Grantee have executed this Agreement. ATTEST: ame: Todd B. Title: Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Name: Vincent T. Brown, Esq. Title: Chief Legal Counsel WITNESSES: By: Print: By: Print: A- Ato 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: e: Ja s McQueen Title: Executive Direct It....,. PPROVED'AS T IEQUIREMENTS y: Name: Ann-M Title: Direct rie Sh. of Ris rpe Management Overtown Optimi 1 b, Inc., a Florida not -for -profit organizat. By: Ie cutive Director 10 I EXHIBIT "A" CRA-R-22-000 1 Southeast Overtown/Park West Community Redevelopment Agency Legislation File Number: 11329 Final Action Date:2/7/2022 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, AUTHORIZING THE ISSUANCE OF A GRANT TO OVERTOWN OPTIMIST CLUB IN AN AMOUNT NOT TO EXCEED $200,000.00, TO UNDERWRITE COSTS ASSOCIATED WITH ITS AFTER -SCHOOL PROGRAM, PLAY TO OUR STRENGTHS; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; ALLOCATING FUNDS FROM SEOPW "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Southeast Overtown/Park West Community Redevelopment Updated Plan (`Updated Plan"); and WHEREAS, the Overtown Optimist Club ("OOC") has a 28 year history of operating sports enthusiast programming to include academic advisement for ensuring students from within the Redevelopment Area are on track for on -time grade promotion and high school graduation; and WHEREAS, the OOC seeks assistance from the SEOPW CRA to underwrite costs associated with its after school program "Play To Our Strengths" providing a year round program which aligns with the Miami -Dade County Public School calendar seeking to provide students with exposure to entrepreneurial and employment skills; and WHEREAS, pursuant to Section 163.340(9) of the Florida Statutes "community redevelopment...means undertakings, activities, or projects...in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight"; and WHEREAS, Section 2, Goal 6, at page 10 of the Updated Plan, lists the "[i]mprove[ment of] the [q]uality of [1]ife for residents" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan also provides that in order for the SEOPW CRA to achieve its full potential "it is necessary to address and improve the neighborhood economy and expand economic opportunities of present and future residents; and City of Miami Page 1 of 2 File ID: 11329 (Revision: B) Printed On: 2/9/2022 File ID: 11329 Enactment Number: CRA-R-22-0001 WHEREAS, the Board of Commissioners wishes to authorize a grant to OOC, in an amount not to exceed $200,000.00, to underwrite costs associated with its Play To Our Strengths Program; and —V REA fiE=foard Czb-isTiS— loners finds that this Resolution furthers the SEOPW CRA's redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI. FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant to the Overtown Optimist Club in an amount not to exceed $200,000.00 to underwrite costs associated with its Play To Our Strengths Program. Section 3. for said purpose. The Executive Director is authorized to execute all documents necessary Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. Funds to be allocated from SEOPW "Other Grants and Aids," Account Code No. 10050.920101.883000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: • „1..t•1-`�i George K. Wyiong.III, DiU,isioniChief 1/7/2022 George K. Wyong'111, DUsiorVChief 1/25/2022 City of Miami Page 2 of 2 File ID: 11329 (Revision: 8) Printed on: 2/9/2022 EXHIBIT "B" Scope of Work and Budget Exhibit "A" December 16, 2021 James McQueen, Executive Director South East Overtown Park West Community Redevelopment Agency (SEOPW/CRA) 825 NW 2nd Avenue Miami, FL 33136 Dear Mr. McQueen, It is with great anticipation that we submit this proposal on behalf of the Overtown Optimist Club, Inc., also known/referred to as The Optimist Club. The Overtown Optimist Club has a mission and vision of increasing student and family access to affordable, high quality youth development programming, utilizing a strength -based case management model. Our mission aligns with the SEPOW CRA mission to enhance the quality of life of its youth and young adult residents promoting economic growth and fostering safe neighborhoods. The Optimist Club has successfully pivoted its hallmark, sports enthusiast programming to include academic advisement, ensuring students are on track for on -time grade promotion, high school graduation, with an eye towards the successful navigation of their post -secondary life journey. The Optimist Club provides a year-round program which aligns with the Miami -Dade County Public School (MDCPS) calendar, beginning in August on the first day of school, and ending the last day of school. During the school season, the Optimist Club runs a 5-day spring break camp, 10- hours per day. Following the school season, the Optimist Club runs a 9-week summer camp, for 10-hours per day. These critical out of school supports seek to provide students with exposure to entrepreneurial and employment skills. The Optimist Club provides all participants of its afterschool, spring and summer camps with breakfast, lunch or dinner and snack daily, respectively. We sincerely hope that the attached proposal will support our financial request to the SEOPW CRA which will allow us to staff our agency with the requisite staff to support the children and families within our program. If you have any additional concerns or questions, please don't hesitate to let me know. Sincerely and Respectfully, Ieshia Haynie Executive Director OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL 33136 P.0, Box 12895 Miami, FL 33101 www overtownoptimist org 305.680.0430 info@theoptimistclub.org MEMORANDUM TO: Mr. James McQueen, Executive Director, SEOPW CRA FROM: Ieshia Haynie, Executive Director, Overtown Optimist Club, Inc. RE: Playing to Our Strengths DATE: December 16, 2021 ORGANIZATION HISTORY Established in 1993, as a volunteer -based community safe haven for children during the critical out of school hours. The Overtown Optimist Club has had a long-term collaborative partnership with the City of Miami, as its exclusive community provider at the Theodore Gibson Park (located within the heart of Overtown, Miami). In its 28-year history, The Optimist Club has successfully pivoted its hallmark, sports enthusiast programming, to include academic advisement, ensuring students are on track for on -time grade promotion, high school graduation, while preparing them to successfully navigate their post- secondary life experiences. Utilizing our strength -based case management model to heal and empower youth to becoming leaders through academics and athletics and their unique gifts and talents. Students join the Overtown Optimist Club, as early as four years of age, and continue through high school graduation and beyond. MISSION The Optimist Club of Overtown has a vision of increasing student and family access to affordable, high quality youth development programming, utilizing a strength -based case management model to build character, social emotional development, self-determination, and leadership abilities. The Optimist Club of Overtown cultivates student leaders by empowering them in the areas of art, academics and athletics. OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami. FL 33136 P.O Box 12895 Miami, FL 33101 www overtownoptimist org 305.680.0430 info@theoptimistclub org STATEMENT OF INCLUSION We embrace and encourage inclusion in all things — access, quality and opportunity. Our philosophy believes that children of all abilities have a right to equal access to and meaningful participation in education, enrichment, character education, and social emotional development. IMPLEMENTATION APPROACH Our approach to implementing this differentiated model, includes four distinct learning styles, which include auditory, kinesthetic, reading (writing) and visual. Similar to student athlete training, kinesthetic learners perform greatest when participating and solving problems in a hands-on manner. The use of play is a great motivator for students to participate and to remain engaged with an assignment. The Journal of Science and Medicine in Sport found that first grade students experiencing sedentary time and no running around also had a negative impact on their reading skills and their ability to do math. HOURS OF SERVICE: Season Hours of Operation School Year (August — June) 2:00 — 7:00 pm Spring Break (March) 8:00 — 6:00 pm Summer (June — August) 8:00 — 6:00 pm TIME School Year Schedule 1:50 K & 1 grade pickup from neighboring schools 2:00 Homework assistance & Academic Review 3:00 K & 1 Dinner Service; 2-5 grade pickup from neighboring schools 4:00 STEAM Enrichment (Arts, Culinary, Science) 5:00 Physical Activity (Zumba, kickball, etc) 6:00 Gym Talk & Character Education 7:00 Dismissal TIME Spring/Summer Schedule (education/exposure trips twice weekly) 8:00 Arrival & Breakfast -to -go 9:00 Student Ice Breaker 10:00 Critical Analysis & Chess OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL 33136 P 0 Box 12895 Miami, FL 33101 www overtownoptimist.org 305 680 0430 info@theoptimistclub org 11:00 Meditation & Yoga I Water Safety (cohort 1)) 12:00 First Lunch (cohort 1) 1:00 2"d Lunch (cohort 2) 2:00 Play Pods 3:00 Meditation & Yoga I Water Safety Cohort 2 4:00 Reflections 5:00 Culinary cohort 1 & 2 (separate classes) 6:00 Dismissal TRANSPORTATION The Optimist Club employs 2 transporters to delivery its daily transportation from our local elementary and middle schools. Pickups are made from Downtown Miami Charter School, Dunbar K-8, Phillis Wheatley, Frederick Douglass, SLAM, and Jose de Diego. DAILY DINNER SERVICE 100% of our students are eligible and receive Title I, free and reduced lunch. Their daily school lunch hours are between 10:30 am — 12:00 noon. To ensure students receive the appropriate nourishment, The Optimist Club provides a hot dinner and snack service between 3:30 — 4:30 pm, on a daily basis. The Optimist Club will utilize its capacity of Certified Miami -Dade County Public School (MDCPS) Teachers to deliver the learning and literacy model, and our Health and Wellness Coaches and Student Mentors to recruit, retain and monitor ongoing student performance in the areas of Health and Wellness. AREA OF NEED & SUPPORT A priority need for the Optimist Club program, which operates a year-round after school program, in addition to spring and summer breaks. The Optimist Club services a little more than 400 kids between its afterschool and athletic programming throughout the year. The average cost per child is $525 per year. The Overtown Optimist Club respectfully requests $200,000 from our local Community Redevelopment Agency (CRA) to support this program which makes a meaningful difference in the lives of our community and youth. A financial commitment from the Community Redevelopment Agency will serve as a major catalyst to support the long-term success of the youth of Overtown, while also keeping our neighborhoods safe. OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL 33136 P O. Box 12895 Miami, FL 33101 www overtownoptimist org 305.680 0430 info@theoptimistclub.org We believe that the mission of the Overtown Optimist Club is consistent with the larger vision of the CRA, and merits support for this longstanding program. SERVICE POPULATION DATA Our target population for this project is 4 — 18 years of age, or Kindergarten through twelfth grade. The Optimist Club pulls students from the Overtown community, attending our local MDCPS and local charter schools. Ninety percent of our students receive free and reduced lunch, and are grappling with the complexities of living in a community with concentrated areas of poverty. STUDENT LEVEL DATA COLLECTION The Optimist Club will capture student level data, which includes: 1. Demography 2. Geography 3. Attendance 4. Academic performance via Report cards 5. Conduct grades within and outside of school OVERSIGHT AND SUPERVISION Program delivery is conducted by MDCPS Certified Teachers, and the Site/Program Manager is charged with daily monitoring. The Program Manager position is on the Optimist Club Management team, under the leadership of the Executive Director. OVERTOWN OPTIMIST CLUB, INC. 350 NW 12th Street Miami, FL 33136 P O Box 12895 Miami, FL 33101 www.overtownoptimist.org 305.680.0430 info@theoptimistclub.org Using Movement, Play Sports and Nutrition to Educate and Heal 2022 Overtown Optimist Club Year-round Program Budget Organization Name: Overtown Optimist Club, Inc. Grant Program: Health & Wellness Planning Date: December2021 Using Academics & Athletics to Educate & Heal Program Expenses: The following expenses support and sustain the Overtown Optimist Club afterschool. spring break and summer programming. Expenses - Line Item Grant Funding TOTAL EXPENSES Briefly explain line items. Health & Wellness Instruction $24.400.00 $24,400,00 Optimist Health & Wellness activities includes curriuclum delivery, Academic Enrichment & Instruction $46,000.00 $46.000.00 which includes prevention, intervention and remeditation. 9-weeks of summer school academic enrichment and exposure. Technology & Innovation $19.000.00 $19.000.00 Upgrade laptops and desktops which break down the digital divides which exist for students in our area, Enrichment & Exposure Activities $38,000.00 $38.000.00 prevention and intervention sessions, with corresponding internal and external field trips. Transportation $21.600.00 $21.600.00 Dunbar K-8 Center, Phillis Wheatley Elem, Downtown Miami Charter School, Frederick Douglass Elem, and SLAM Curriculum & Training $11.000.00 $11,000.00 suicide prevention. Adverse Childhood Experiences, behavioral and mental health principles, and child abuse Food & Nutrition (Daily Dinner/Lunch Svc) $40.000.00 $40.000.00 Daily lunch/dinner, snack and hydration budget for students. Does not include fieldtrips. $0.00 $0.00 $0.00 TOTAL EXPENSES $200,000.00 $200.000.00 Health Wellnesss Initiative 1 2021-2022 EXHIBIT "C" Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE OVERTOWN OPTIMIST CLUB Commercial General Liability' A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami listed as an Additional Insured SEOPW CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Sexual Abuse and Molestation Included II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured SEOPW CRA listed as an additional insured City of Miami Building Department 444 SW 2nd Avenue Miami, FL 33130 Southeast Overtown / Park West Community Redevelopment Agency 819 NW 2nd Ave., 3rd floor Miami, FL 33136 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Professional/E&O Liability Each Occurrence Policy Aggregate Retroactive Date Included $1,000,000 $1,000,000 V. Accident/Medical Coverage $25,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.