HomeMy WebLinkAboutEXHIBIT 3IaF-F
CITY of MIAMI SAFE HARBOR MANAGEMENT AGREEMENT
WITH
MIAMI'S RIVER OF LIFE, INC.
RELATING TO CITY -OWNED PROPERTY LOCATED AT
1371 NW 61ST STREET
FOR SUPPORTIVE HOUSING AND OTHER TRANSITIONAL INDEPENDENT
LIVING FACILITY SERVICES FOR
FEMALE YOUNG ADULTS TRANSFERRING OUT OF
FLORIDA'S FOSTER CARE SYSTEMS
(INCLUDING AT -RISK DEPENDENCY AND DELIQUENCY CARE SYSTEMS)
THIS Safe Harbor Management Agreement ("Agreement"), is made
and entered into as of , 2009 (but effective as of ,
2009 being the "Effective Date"), by and between the City of Miami, a Florida
municipal corporation whose address is 3500 Pan American Drive, Miami,
Florida 33133 (the "City") and Miami's River of Life, Inc., a Florida and Federal
not-for-profit organization whose address is 230 N.E. 82nd Street, Miami, Florida
33138 ("MRL" and "Provider") in relation to City -owned six -unit multifamily rental
property located at 1371 NW 61St Street (as more specifically set forth on Exhibit
A hereto attached and incorporated as hereafter referred to as "the Property") on
behalf of the City's Community Development Department (the "Department")
whose address is 444 SW 2nd Avenue, 2nd Floor, Miami, Florida, 33130, states
the terms, conditions and covenants for the rendering of supportive housing and
other transitional independent living facility services to female young adults
transferring out of Florida's foster care systems including at -risk dependency and
delinquency care systems (as more specifically set forth in Exhibit B hereto
attached and incorporated as hereafter referred to as "Scope of Services and
Permitted Uses") for Provider to provide to the City.
RECITALS:
WHEREAS, pursuant to Resolution No. 04-0271 adopted on April 22,
2004 (attached and incorporated hereby as Composite Exhibit B), the Miami City
Commission authorized, inter glia, the allocation in an amount not to exceed one
million, eight hundred thousand dollars ($1,800,000) for land acquisition for the
Model City Home Ownership Zone Pilot Project from funds previously designated
for Model City infrastructure improvements, in Fiscal Year 2003 and Fiscal Year
2004 allocations of Homeland Defense/Neighborhood Improvements Bond
proceeds conditioned upon favorable decision of Bond Counsel (attached and
incorporated hereby as part of Composite Exhibit B); and
WHEREAS, in conjunction with Resolution No. 04-0271, such
determination by Bond Counsel also provided conditions for land acquisitions
and concluded, inter alia, that the District 5 "Quality of Life" designation for
Homeland Defense/Neighborhood Improvements Bond proceeds could also be
used, in order for land acquisitions to comply with the required rules and
regulations of the Internal Revenue Code of 1986, as amended (collectively, the
"Internal Revenue Code") and with the related City requirements for the
Homeland Defense/Neighborhood Capital Improvements Bond Program; and
WHEREAS, on September 23, 2004, pursuant to the authorization of
Resolution No. 04-0271, the Model City Trust acquired for one hundred and sixty
thousand, seven hundred and fifty-eight dollars and twenty-eight cents
($160,758.28) the Property as part of the Model City Home Ownership Zone Pilot
Project; and
WHEREAS, on March 10, 2008, the City issued a request for proposals
("RFP"), for non-profit entities to acquire the City -owned Property, for the
provision of transitional housing for youth transitioning out of Florida's foster care
systems, Miami's River of Life, Inc. ("MRL") submitted the only response to the
RFP, and that response met the minimum RFP threshold requirements; and
WHEREAS, after review by an Evaluation Committee comprised of a
resident of the Liberty City area, a representative of the Liberty City Community
Revitalization Trust and an employee of the City of Miami Department of
Community Development, the City Commission pursuant to Resolution No. 08-
0253, adopted May 8, 2008 ("Resolution No. 08-0253"), decided to accept the
MRL proposal; and
WHEREAS, the City must proceed, however, (i) in accordance with the
Internal Revenue Code guidelines applicable to agreements involving
governmental units and permitted uses of bond -financed facilities by a not-for-
profit organization with tax-exempt status under Internal Revenue Code Section
501(c)(3), and (b) in consideration of the ongoing Homeland
Defense/Neighborhood Capital Improvements Bond Program and potential future
City needs; and
WHEREAS, the City has determined (i) to retain the Property for so long as the
applicable series of the Homeland Defense/Neighborhood Capital Improvements Bonds
remain outstanding and the IRS Safe Harbor Management requirements are continuing;
and (ii) to enter, instead, into a Safe Harbor Management Agreement for the Property
with MRL, rather than to convey the Property at this time, and (iii) to provide to MRL, if
MRL has performed satisfactorily under this Safe Harbor Management Agreement, a
right of first refusal to acquire the Property at such time that the applicable series of
Homeland Defense/ Neighborhood Capital Improvements Bonds are no longer
outstanding and the IRS Safe Harbor Management requirements are no longer
applicable to the Property; provided, however, that any conveyance of the Property
shall contain public purpose covenants to run with the land, and shall require
reversion of the Property to the City upon any sale, transfer, grant, or other
conveyance of the Property by MRL or any other entity or person that are not
approved in advance in writing by the City, with repayment to the City of the full
cost of the Property paid by the City and all improvements thereon made and
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paid for by the City; and
WHEREAS, MRL is a Florida and federal not for profit organization which
for the past fourteen (14) years has committed its resources to the care,
protection, and progress of thousands of youth in the State of Florida's
Department of Juvenile Justice, Department of Children and Families and other
child protection systems; and
WHEREAS, the MRL "Independent & Transitional Living" program will
serve young ladies from the age of majority and above who are in need of
transitional living on an average of 3 to 9 months; and
WHEREAS, MRL is in good standing with the City; and
WHEREAS, the development, management, and use of the Property by
MRL will be subject to the following continuing compliance covenants, among
others necessary to comply with the Homeland Defense/Neighborhood Capital
Improvements Bond Program, to be included in the Safe Harbor Management
Agreement: (i) the Property must be developed, managed, and used for
supportive housing for female young adults transferring out of Florida's foster
care systems (including at -risk dependency and delinquency care systems); (ii)
priority must be given to female young adults from the Liberty City area; (iii) MRL
must retain its State of Florida and Federal not-for-profit status throughout the
initial term of the Safe Harbor Management Agreement and any renewals
thereof; (iv) the initial term shall be for five (5) years, with up to two (2) options to
renew for five (5) years each term; (v) neither the City nor MRL shall pay or
receive from each other any compensation for the development, management
and/or use of the Property; (vi) the City must approve in writing in advance any
change in development, management and/or use of the Property; and (vii) MRL's
rights to develop, manage and use the Property will terminate and the rights to
develop, manage, and use the Property shall revert to the City in the event the
Property ceases to be developed, managed and/or used for its intended purpose;
and
WHEREAS, the City Manager approved the recommendation of the
Department of Community Development, and has made findings that pursuant to
Section 18-85 of the Code of the City of Miami, Florida, as amended ("City
Code"), competitive negotiation methods are neither practicable nor
advantageous for obtaining said services for development, management and use
of the Property, and has recommended to the City Commission that the
recommendation and finding be adopted; and
WHEREAS, the Administration recommended entering into a Safe Harbor
Management Agreement, with continuing compliance conditions and provisions,
for the City -owned six unit building located at 1371 Northwest 61 st Street, Miami,
Florida, legally described in Exhibit "A", attached and incorporated, to MRL for
the development, management and use of the Property for supportive housing (a
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transitional independent living facility) for female young adults aging out of
Florida's foster care systems (including at -risk dependency and delinquency care
systems);
WHEREAS, the City Commission by a 4/5ths affirmative vote after a duly
noticed public hearing, pursuant to Resolution No. 09- adopted
2009, has authorized the City Manager to execute this
Agreement upon the terms and conditions as set forth below; and
WHEREAS, the Provider's Board of , pursuant to its not-for-
profit resolution adopted 2009, has authorized Provider's
and to execute and undertake the obligations of
this Agreement upon the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants herein and
other good and valuable consideration, the Parties agree as follows:
APTIM F I
RECITALS, INCORPORATIONS AND AUTHORIZATIONS
A. RECITALS, INCORPORATIONS, AND AUTHORIZATIONS
The foregoing recitals are true and correct and are hereby incorporated into and
made a part of this Agreement. All exhibits and attachments hereto are true and
correct and are hereby incorporated into and made a part of this Agreement. The
City Commission pursuant to Resolution No. 09- , adopted
2009 (a copy of which is attached hereto, incorporated
hereby, and made a part hereof as Composite Exhibit C) has authorized the City
through the Department to enter into this Agreement with Provider. Provider's
Board of pursuant to its not-for-profit corporation authorization
dated (a copy of which is attached hereto, incorporated
hereby, and made a part hereof as Composite Exhibit D) has authorized Provider
to enter into this Agreement with the City, and Provider has provided to City its
updated State of Florida not-for-profit corporation status information and its
updated federal tax-exempt status information under Section 501(c)(3) of the
Internal Revenue Code (copies of which are attached hereto, incorporated
hereby, and made a part hereof as Composite Exhibit D).
ARTICLE II
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DESCRIPTION AND TERM
A. DESCRIPTION OF PROPERTY
The City owns and has under its jurisdiction and control certain lands and
facilities on approximately acres including a six (6) unit building located at
1371 Northwest 61 st Street, Miami, Florida, as more particularly legally described
in Exhibit "A", attached and incorporated (the "Property"). The Provider is hereby
permitted the use of the Property, including the improvements constructed
thereon for the specific purposes hereinafter described and subject to all of the
terms and conditions contained herein.
B. EFFECTIVE TERM
The Parties agree that the effective term of this Agreement shall be for a five (5)
year initial term commencing as of 1, 2009 through
2014, unless earlier terminated pursuant to the terms and conditions of this
Agreement.
C. OPTION TO RENEW; TERMS OF RENEWAL, if applicable
In the sole discretion of the City, this Agreement may be renewed up to two (2)
times, each time for a renewal term equal a term of five (5) years, for a total
maximum renewal period of ten (10) years. Exercise of the renewal option is in
the City's sole discretion and shall be contingent upon, but not limited to, the
following:
Provider meeting the performance requirements specified in this
Agreement;
2. Continued demonstrated and documented need for the services which are
the subject of this Agreement at the Property;
3. Program performance and fiscal compliance by the Provider that is
deemed satisfactory in the City's sole discretion;
4. Provider's adherence to and fulfillment of all covenants, agreements and
other obligations on its part hereunder; and
5. Approval of Provider's Annual Plan in accordance with Section hereof.
If applicable, the City in its sole discretion will initiate re -negotiation of this
Agreement before the initial term hereof expires.
D. HOLDING OVER
The Provider shall vacate the Property upon the expiration or earlier termination
of this Agreement. The Provider shall reimburse the City for and indemnify the
City against all damages incurred by the City from any delay by the Provider in
vacating the Property. If the Provider remains in possession of all or any part of
the Property after the expiration of the initial term or after any renewal(s) hereof
or extension(s), with or without the express or implied consent of the City, such
occupancy shall be from month-to-month only and not a renewal hereof or an
extension for any further term, and in such case, any fees or amounts owing by
Provider to the City shall become due and payable in the amount and the time
specified in any related agreement and such month-to-month occupancy shall be
subject to all conditions, provisions and obligations of this Agreement in effect on
the last day of the last term hereof, except the month-to-month occupancy will be
terminable upon fifteen (15) days written notice given at any time by either Party.
E. TERMINATION
Notwithstanding any other provision of this Agreement regarding the initial term
or any renewal(s) or extension(s) hereof, either party may terminate this
Agreement at any time by providing the non -cancelling party not less than one
hundred eighty (180) days advance written notice.
F. SURRENDER OF PROPERTY UPON EXPIRATION/TERMINATION
Upon the expiration or earlier termination of this Agreement, the Provider shall
promptly and peacefully surrender and deliver possession of the Property to the
City in accordance with the covenants herein contained.
G. MRL'S RIGHT OF FIRST REFUSAL TO AQUIRE THE PROPERTY
SUBJECT TO SATISFACTORY PERFORMANCE HEREUNDER; ANY
CONVEYANCE OF PROPERTY SHALL CONTAIN PUBLIC PURPOSE
COVENANTS TO RUN WITH THE LAND.
Upon prior written determination by the City Manager and the City's Directors of
Community Development and Public Facilities that MRL has provided
satisfactory performance under this Agreement and any renewals hereof, MRL
shall then have a right of first refusal to acquire the Property from the City upon
such terms as determined by the City at the time that the applicable series of
Homeland Defense/Neighborhood Capital Improvements Bonds are no longer
outstanding and the IRS Safe Harbor Management requirements are no longer
applicable to the Property. The City Manager, Directors of Community
Development and Public Facilities, and the City Attorney shall consult with the
City's Bond Counsel regarding the determination that the applicable series of
Homeland Defense/Neighborhood Capital Improvements Bonds are no longer
outstanding and the IRS Safe Harbor Management requirements are no longer
applicable to the Property; however, any conveyance of the Property shall
contain public purpose covenants to run with the land, and which covenants shall
also require reversion of the Property to the City upon any sale, transfer, grant, or
other conveyance of the Property by MRL or any other entity or person that are
not approved in advance in writing by the City, with repayment to the City of the
full cost of the Property paid by the City and all improvements thereon made and
paid for by the City.
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ARTICLE III
PURPOSE AND PERMITTED USES; OPERATIONS; SCOPE OF SERVICES;
REPRESENTATIONS AND CONTINUING COMPLIANCE COVENANTS; NO
CHANGES IN DEVELOPMENT, MANAGEMENT AND PERMITTED USES;
OTHER ORGANIZATIONS LIMITED USE; RULES AND REGULATIONS;
A. PURPOSE AND PERMITTED USES
1.The purpose of this Agreement is to allow the Provider to utilize the Property on
an exclusive basis during the initial term of this Agreement and, if applicable,
during any renewal(s) hereof, for the development, management, operation,
supervision, administration, and use of the Property for supportive housing (a
transitional independent living facility) for female young adults aging out of
Florida's foster care systems (including at -risk dependency and delinquency care
systems) together with ancillary charitable and educational training related
thereto and for no other purposes whatsoever (the "Permitted Uses"). The use of
the Property for commercial purposes is specifically prohibited. The sale,
distribution and/or consumption of alcoholic beverages at the Property is
prohibited.
2. Provider shall ensure that the Property and all of Provider's activities thereon,
resulting from, or relating to Provider's use of the Property shall be available to all
segments of the community, including to the extent applicable for the building on
the Property which was built in 1958, the physically disabled and the financially
disadvantaged.
3. Provider shall operate, manage, supervise, administer, and use the Property
as an independent contractor and not as an employee or an agency of the City.
4. This Agreement and any renewal(s) hereof and all rights of Provider hereunder
shall, at the option of the City, cease and terminate in accordance with the
provisions of this Agreement and any renewal(s) hereof, in the event that
Provider ceases to use, manage, supervise, operate, and administer the Property
for any purposes other than for the Permitted Uses provided herein.
5. Purpose, Permitted Uses, and Continuous Duty to Comply with
Homeland Defense/Neighborhood Capital Improvement Projects Bond
Program.
1. The Parties acknowledge and Provider covenants and agrees that the
Provider is entering into this Agreement with the City regarding the Homeland
Defense/Neighborhood Capital Improvement Projects Bond Program, which
requires continuous compliance with U.S. Internal Revenue Code requirements,
as amended from time to time, for uses of proceeds of tax-exempt limited ad
valorem and general obligation bond financings. If for any reason the Provider, or
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any assignee pursuant to any assignment for benefit of creditors, bankruptcy,
insolvency or other similar proceeding, or any new entity for transfer of the
Property experience(s) any difficulty beyond the reasonable control of the
Provider in fulfilling such continuing compliance requirements, the Parties shall
meet to address the problems and use good faith diligent efforts to resolve any
issues and make appropriate adjustments in order to maintain the tax-exempt
status of the City Homeland Defense/Neighborhood Capital Improvement
Projects Bond Program.
2. For purposes of this continuing compliance covenant, any change (a) in the
status of the Provider so that it shall cease to be a not-for-profit entity under
Section 501(c)(3) of the Internal Revenue Code, and/or (b) in the uses of the
Property so that such use(s) will no longer comply with the City's Homeland
Defense/Neighborhood Capital Improvement Projects Bond Program compliance
requirements, shall constitute an unauthorized use and shall result in an Event of
Default hereunder.
B. OPERATIONS; CONTINUOUS DUTY TO OPERATE; SECURITY
1.Provider shall conduct its operations in a legal and orderly manner so as not to
disturb or be offensive to residents or others in the vicinity of such operations.
2. Except when and where the Property is rendered un -tenantable and
uninhabitable by reason of fire, natural disaster, or other casualty, the Provider
shall at all times during the initial term hereof and any renewal(s) of this
Agreement:
(a) occupy the Property as of 2009 (being the
"Commencement Date"); and
(b) thereafter continuously conduct operations at the Property for the
Permitted Uses in accordance with the terms and conditions hereof;
and
(c) keep the Property fully stocked with all materials, furnishings, fixtures,
equipment, and supplies necessary and proper to operate the
Property; and
(d) keep the Property open for operation during all hours as required by
and as included in the Annual Plan.
3. Provider shall maintain an appropriate level of on-site security at the Property
and shall keep the City's Directors of Community Development and Public
Facilities informed and up to date regarding all safety and security issues related
to the Property, its Uses, and the Scope of Services.
4. The Provider shall be solely responsible for any and all operating losses and
expenses incurred.
C. SCOPE OF SERVICES AND PERMITTED USES; REPRESENTATIONS
AND CONTINUING COMPLIANCE COVENANTS
1.Provider covenants and agrees to render development, management,
supervisory, operational, and other related services for supportive housing
transitional independent living facilities in accordance with the Scope of Services
and Permitted Uses, Exhibit B, to this Agreement and all renewals hereof.
Provider shall implement the Scope of Services and Permitted Uses in Exhibit B
to this Agreement and all renewals hereof in a manner deemed satisfactory to
the City. Any modification to the Scope of Services and Permitted Uses shall not
be effective without prior written approval, by either the City Manager or by the
City Commission, as applicable under the City's authorizing Resolution No. 09-
2.Provider agrees, represents to and covenants with the City that as of the
Effective Date of this Agreement and throughout the term hereof including any
renewal terms, that:
(a) it possesses and shall continue to possess all qualifications,
licenses, and expertise required for the performance of the Scope
of Services and Permitted Uses, including but not limited to full
qualifications and tax-exempt status as a State of Florida and
federal not-for-profit organization;
(b) it is not delinquent and shall not become delinquent in the payment
of any sums due to the City, including payment of any permits,
fees, licenses, etc., nor in the performance of any other obligations
to the City;
(c) all of its personnel assigned to perform the Scope of Services and
Permitted Uses are and shall be at all times fully qualified, capable,
and trained to performed the tasks assigned to each;
(d) the Scope of Services and Permitted Uses shall be performed in
the manners and at such times as described in Exhibit C and for
the budgeted amounts described in Exhibit _;
(e) each person executing this Agreement on behalf of Provider has
been duly authorized to so execute the same and fully bind
Provider as a party to this Agreement;
(f) the Property shall be developed, managed, and used for
supportive housing for female young adults transferring out of
Florida's foster care systems (including at -risk dependency and
delinquency care systems);-an4
(g) priority shall be given to female young adults from the Liberty City
area; and
(h) no person(s) other than female young adults who have reached the
age of majority and who are transferring out of Florida's foster care
systems (including at -risk dependency and delinquency care
systems) shall be permitted to reside at the Property.
4. Provider's contact person as designated project manager (the "Project
Manager") for the Scope of Services and Permitted Uses shall be
, who is experienced in the operation and control of the type
of operations to be performed hereunder. Provider has delegated in its Board of
Resolution to the Project Manager sufficient authority and
responsibility to insure the proper development, management, supervision,
operation, and use of the Property in compliance with this Agreement and all
renewals hereof. The Project Manager or his/her designee must be available to
meet and/or discuss the Property with the City's Community Development
Director and/or Public Facilities Director as necessary.
5. Provider shall give at least thirty (30) days advance written notice to the City
Manager and to the Department of any intent to change the Project Manager and
shall at that time provide to the City Manager and the Department pertinent
information about the proposed new Project Manager. The City reserves the right
to request a Project Manager change if performance is deemed unsatisfactory.
Should the Project Manager deemed acceptable by the City leave Provider's
organization for any reason, the City and Provider shall work together regarding
the consideration of an acceptable replacement proposed by Provider. City
reserves the right to accept or reject any change of Project Manager and/or any
other proposed Project Manager. It is the intent of the Parties that the City should
not be penalized by any such change of Project Manager and Provider shall work
with the City for a smooth transition that will not interrupt the Scope of Services
and Permitted Uses to be provided pursuant to this Agreement.
6.Provider shall at all times provide fully qualified, competent, and physically
capable employees to perform the Scope of Services and Permitted Uses under
this Agreement. City may require Provider to remove any employee that the City
deems careless, incompetent, insubordinate, or otherwise objectionable and
whose continued services under this Agreement are not in the best interests of
the City. Each of Provider's employees shall at all times have and wear proper
identification, and failure of any of Provider's employees to do so shall be
grounds for City to terminate this Agreement and any renewals hereof.
7.It is the intent of the parties that Provider shall not be using any volunteers,
sub -contractors or sub -consultants to provide the Scope of Services and
Permitted Uses to the City pursuant to this Agreement. Should Provider request
that any volunteers, sub -contractor or sub -consultant provide any portion of the
Scope of Services and Permitted Uses, the City reserves the right to accept or
reject any proposed volunteer, sub -contractor or sub -consultant. Provider shall
give at least thirty (30) days advance written notice to the City Manager and the
Department of any intent to have any volunteer, sub -contractor or sub -consultant
perform any of the Scope of Services and Permitted Uses hereunder and shall at
that time provide to the City Manager and the Department pertinent information
about the proposed volunteer, sub -contractor and/or sub -consultant. All
volunteers, sub -contractors and sub -consultants must carry and maintain the
same types and amounts of insurance coverages as required to be maintained
by Provider pursuant to this Agreement. The City reserves the right to request a
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volunteer, sub -contractor and/or sub -consultant change if performance is
deemed unsatisfactory. Should any volunteer, sub -contractor or sub -consultant
deemed acceptable by the City leave Provider's organization for any reason, the
City and Provider shall work together regarding the consideration of an
acceptable replacement proposed by Provider. City reserves the right to accept
or reject any change of volunteer, sub -contractor and sub -consultant, and/or any
other proposed sub -contractor and/or sub -consultant. It is the intent of the Parties
that the City should not be penalized by any such change of volunteer, sub-
contractor and/or sub -consultant and Provider shall work with the City for a
smooth transition that will not interrupt the Scope of Services and Permitted Uses
to be provided pursuant to this Agreement.
8. Provider shall employ, train, pay, supervise, and discharge, all employees, and
as applicable all volunteers, as necessary for the operation of the Property. All
such persons employed by Provider shall be employees of the Provider or its
sub-contractors/sub-consultants, and every person performing services in
connection with this Agreement, including but not limited to any volunteer, agent,
sub -contractor, sub -consultant, or employee of Provider or any volunteer, agent,
sub -contractor, sub -consultant or employee of any sub -contractor or sub -
consultant hired by Provider, shall be acting solely on behalf of Provider. The City
shall not be liable for (a) any consequences of any act or omission of, or (b) for
any compensation to, any of Provider's employees, volunteers, agents, sub-
contractors, and sub -consultants.
9.If any volunteer(s), sub-contractor(s) and/or sub -consultants) are approved by
City, Provider shall at all times provide fully qualified, competent, and physically
capable volunteers, sub -contractors and sub -consultants to perform the Scope of
Services and Permitted Uses under this Agreement. City may require Provider to
remove any volunteer, sub -contractor and/or sub -consultant that the City deems
careless, incompetent, insubordinate, or otherwise objectionable and whose
continued services under this Agreement are not in the best interests of the City.
Each of Provider's volunteers, sub -contractors and sub -consultants shall at all
times have and wear proper identification, and failure of any of Provider's
volunteers, sub -contractors and sub -consultants to do so shall be grounds for
City to terminate this Agreement.
10. Provider shall not assign this Agreement to another party. Any sub -contract,
assignment or transfer in whole or part of the services to be performed under this
Agreement without prior written approval of the City Commission shall be null
and void.
11. Provider shall be responsible for all services performed and all expenses
incurred with this Agreement and as it relates to Provider's services and
expenses for this Agreement. It is understood by Provider that the City shall not
be liable to any sub -contractor or any sub -consultant for any expenses or
liabilities incurred under any subcontract or sub -consulting agreement, and
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Provider shall be solely liable under the subcontract and/or sub -consulting
agreement. Provider agrees, at Provider's sole expense, to hold harmless and
defend the City against any such claims, demands or actions. In no event shall
the City directly provide funds to any subcontractor or sub -consultant. All
payments to any authorized subcontractor shall be paid directly by Provider to
the subcontractor.
12. Provider is a faith -based organization and as such agrees and understands
that the Property is governmental property purchased with tax-exempt bonds
funds and is subject to requirements under the U.S. Constitution and the
Constitution of the State of Florida regarding the separation of church activities
and governmental activities. Provider understands and agrees that it shall only
use the Property for the Scope of Services and Permitted Uses and it that shall
not use the Property and any other type of City property provided under this
Agreement and any renewals hereof to support inherently religious activities,
such as a place of organized religious instruction, a place of organized worship,
or proselytization. Provider has indicated to the City that Provider, in good faith,
intends to respect and Provider hereby agrees to respect each individual
resident's rights of freedom of religion under the U.S. Constitution and the
Constitution of the State of Florida.
13. Provider shall not use the Property and any other type of City property
provided under this Agreement and any renewals hereof for lobbying any federal,
state or local government or legislators.
14.Provider shall not develop, manage, supervise, administer, and/or use the
Property and any other type of City property provided under this Agreement for
any purposes other than for supportive housing and related transitional
independent living facilities for female young adults transitioning out of Florida
foster care programs (including at -risk dependency and delinquency care
systems).
D. NO CHANGES IN DEVELOPMENT, MANAGEMENT, OPERATION, /OR
PERMITTED USE(S)
1.Provider shall not make any change in development, management, operation,
and/or permitted use(s) of the Property without prior City Commission approval
after: (a) advise from the City Attorney and from Bond Counsel, that any such
proposed change in development, management, operation, and/or use(s) is/are
in accordance with (i) the Internal Revenue Code guidelines applicable to
agreements involving governmental units and permitted uses of bond -financed
facilities by a not-for-profit organization with tax-exempt status under Internal
Revenue Code Section 501(c)(3), and (ii) in consideration of the ongoing
Homeland Defense/Neighborhood Capital Improvements Projects Bond
Program; and (b) advise from the City Manager and the Department that any
such proposed change in development, management, operations, and/or use(s)
is/are in accordance with potential future City needs and are in the best interests
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of the City.
2. Provider shall provide to the City, for its review and approval, not less than
forty-five (45) days in advance of the actual proposed change(s) in development,
management, operation and/or permitted use(s), such related documents as the
City may reasonably request in order to determine whether such proposed
change(s) are in compliance with the City's Homeland Defense/Neighborhood
Capital Improvement Projects Bond Program.
3. Any failure by Provider to provide to City, for its review and approval, not less
than forty-five (45) days in advance of the actual proposed change(s) in
development, management, operation and/or permitted use(s) shall result in an
Event of Default hereunder.
E. LIMITED USE OF THE PROPERTY BY ANY OTHER ORGANIZATIONS
1. The Provider shall be solely responsible for all activities and uses at the
Property.
2. Provider shall not allow other organizations to use the Property.
F. RULES AND REGULATIONS
Provider agrees to comply with all rules and regulations that may be promulgated
by the City Manager regarding use and operation of City -owned properties, such
as the Property. These rules and regulations may be amended from time to time
in the City Manager's sole discretion. As rule and regulation changes occur, they
will be provided to Provider by the Department Director in writing at least fifteen
(15) days before their effective date.
G. INGRESS AND EGRESS
Subject to rules and regulations, statutes and ordinances and the terms and
conditions of this Agreement governing the permitted use(s) of the Property, the
Provider, his agents, residents, participants, volunteers, sub -contractors, sub -
consultants, representatives, guests, and invitees shall have ingress and egress
to and from the Property.
H. PROVIDER'S USE RIGHTS
It is expressly understood and agreed that no real or personal property is leased
to the Provider, that this is a management agreement and not a lease, that the
Provider's right to develop, manage, supervise, administer, operate and use the
Property, and the development, management, supervision, administration,
operation and use rights hereby granted shall continue only so long as the
Provider shall comply strictly and promptly with each and all of the undertakings,
provisions, covenants, agreements, obligations, responsibilities, stipulations and
conditions contained herein. The Provider agrees not to represent itself as an
agent or associate of the City or any unit thereof.
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ARTICLE IV
FUNDING
A.NO CITY FUNDING; NO PAYMENTS BY PROVIDER TO CITY
The Parties agree that neither the City nor Provider shall pay or receive from
each other any compensation for the development, management, and/or use of
the Property.
B. CONTINGENCY CLAUSE; CITY'S RIGHT TO TERMINATE
Funding for the City and the Department to participate in this Agreement is
contingent on the availability of funds, budgetary approvals, and continued
authorization for the City's program activities, and this Agreement is subject to
amendment or termination due to lack of funds, reduction of funds, and/or
change in regulations, upon thirty (30) days written notice.
C. PROVIDER'S RIGHT TO TERMINATE
The Parties agree that should available funding to Provider for the Scope of
Services and Permitted Uses be deemed insufficient by Provider, then Provider
shall have the right, upon thirty (30) days written notice to the City Manager and
to the Department to terminate this Agreement. Provider agrees to adhere to the
Budget outlined in Exhibit E to this Agreement.
APTIrl F V
LICENSES AND PERMITS; COMPLIANCE WITH LAWS
A. LICENCES AND PERMITS
The Provider shall, at the Provider's sole cost and expense, obtain any and all
licenses and permits necessary in connection with the Provider's development,
management, supervision, administration, use and occupancy of the Property.
B.NO SPECIAL EVENTS
Provider agrees that it shall not hold any Special Events (as defined in the Code
of the City of Miami, as amended from time to time) on or at the Property.
C. COMPLIANCE WITH LAWS
The City and Provider hereby acknowledge that the building located on the
Property is recorded in Miami -Dade County's records as being built in 1958 and
that the City has previously made such improvements thereto as are required
under all applicable laws regarding a residential building built in 1958. The
Provider hereby acknowledges that the Provider's compliance with all applicable
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laws, ordinances and codes of federal, state and local governments, as they may
apply to this Agreement and any renewal(s) hereof, including any future
compliance with but not limited to building codes and zoning restrictions, is a
continuing condition of this Agreement, including any renewal(s) hereof. The
Provider shall comply therewith as the same presently exist and as they may be
amended hereafter. The Provider shall be responsible, as and if applicable, for
any further building code, American with Disabilities Act compliance, and zoning
compliance, beginning upon the Effective Date.
ARTICLE VI
HAZARDOUS MATERIALS
A. HAZARDOUS MATERIALS
The Provider shall, at its sole cost and expense, at all times and in all respects
comply with all federal, state and local laws, statutes, ordinances and
regulations, rules, rulings, policies, orders and administrative actions and orders
relating to hazardous materials ("Hazardous Materials Laws"), including, without
limitation, any Hazardous Materials Laws relating to industrial hygiene,
environmental protection or the use, storage, disposal or transportation of any
flammable explosives, toxic substances or other hazardous, contaminated or
polluting materials, substances or wastes, including, without limitation, any
"Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic
Substances" (collectively "Hazardous Materials"), under any such laws,
ordinances or regulations. The Provider shall, at its sole cost and expense, be
obligated to procure, maintain in effect and comply with all conditions of any and
all permits, licenses and other governmental and regulatory approvals relating to
the presence of Hazardous Materials within, on, under or about the Property,
excluding Hazardous Materials present prior to this Agreement, or required for
the Provider's use of any Hazardous Materials in or about the Property in
conformity with all applicable Hazardous Materials Laws and prudent industry
practices regarding management of such Hazardous Materials. The City
recognizes and agrees that the Provider may use such materials in quantities
appropriate for its use of the Property, for the purposes stated herein and that
such use by the Provider shall not be deemed a violation of this Section so long
as the manner and levels of use of such materials are not in violation of any
Hazardous Materials Laws. Upon termination or expiration of this Agreement,
the Provider shall, at its sole cost and expense, cause all Hazardous Materials,
including their storage devices, placed in or about the Property by the Provider or
at the Provider's direction, to be removed from the Property and transported for
use, storage or disposal in accordance and compliance with all applicable
Hazardous Materials Laws. The City acknowledges that it is not the intent of this
section to prohibit the Provider from operating in the Property for the uses
described in the Section of this Agreement entitled "Purpose and Permitted
Uses". The Provider may operate according to the custom of the industry so long
as the use or presence of Hazardous Materials is strictly and properly monitored
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according to, and in compliance with, all applicable governmental requirements.
The requirements of this Section of the Agreement shall survive the expiration or
termination of this Agreement and any renewal(s) hereof.
ARTICLE VII
PROVIDER'S ADDITIONAL COVENANTS AND COMPLIANCE
A. ANNUAL PLAN
On or before each October 1 St during the initial term of this Agreement and any
renewal(s) hereof, the Provider shall prepare and present an annual plan for the
review and approval of the City Manager and the Department Director. The
Annual Plan shall be in form acceptable to the City Manager and the Department
Director, and shall at minimum include the following:
1. a description of programs and activities to be undertaken by the Provider
at the Property, including agreements for all programs and activities with
all sub -contractors and sub -consultants, if any; and
2. a consolidated annual operating budget for the upcoming Fiscal Year
("Operating Budget") which Operating Budget shall include a projected
income and expense statement, a projected balance sheet and projected
source and application of funds.
B. PERFORMANCE REVIEW
1. On or before December 31" of each year during the initial term of this
Agreement and all renewals hereof, the Provider shall transmit to the City
Manager and the Department Director, in writing, in a format acceptable to the
City Manager and the Department Director, annual reports regarding all
programs, activities, and accomplishment of objectives of Provider.
2. The Provider shall submit to the City Manager and the Department Director
such additional reports as may be requested by the City Manager and/or the
Department Director. The Provider shall prepare, in writing, in a form acceptable
to the City Manager and the Department Director, any reports or documentation
that may be required by Federal, State or local directives. The Provider shall use
its best efforts to make, in a timely manner, such changes to its programs and
operations, as may be requested by the City Manager and/or the Department
Director,
3. The City may carry out monitoring and evaluation activities, including site visits
observations by City staff, or community surveys; and the Provider shall ensure
the cooperation of its employees in such efforts. Any inconsistent, incomplete or
inadequate information either received by the City on an bi-annual basis or
obtained through monitoring and evaluation by the City, which is not remedied by
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the Provider within ten (10) days of the City's written notice to the Provider of
such inconsistent, incomplete or inadequate information, shall constitute and
Event of Default hereunder.
C. PROOF OF TAX STATUS
Provider shall provide upon the execution of this Agreement, an Opinion of
Provider's Counsel that Provider is in compliance with all requirements to
maintain in good standing its State of Florida not-for-profit status and its federal
Internal Revenue Code Section 501(c)(3) tax-exempt status. Additionally,
Provider is required to keep on file during the initial term of this Agreement and
any renewal(s) hereof the following documentation for review by the City:
1. All State of Florida required filings, annual reports and updates of
continuing active not-for-profit status in good standing;
2. The Internal Revenue Service Code Section 501(c) (3) tax-exempt status
determination letter and all renewals thereof;
3. The most recent (two (2) years) IRS Forms 990 or applicable tax return
filing within six (6) months after the Provider's fiscal year end or other
appropriate annual fiscal filing;
4. IRS Form 941 Reports - quarterly federal tax return reports within thirty-
five (35) calendar days after the quarter ends and if the Form 941 reflects
a tax liability, proof of payment must be submitted within sixty (60)
calendar days after the quarter ends.
D. RECORDS, REPORTS, AUDITS AND MONITORING
1. Accounting and program records
Provider shall keep accounting records which conform to generally accepted
accounting principles and shall keep program records as required by any federal,
state, and local governments. All such records will be retained by Provider for not
less than five (5) years beyond the last date that all applicable terms of this
Agreement (including any renewal(s) hereof) have been complied with and
appropriate audits, if applicable, have been submitted to and accepted by the
appropriate entity. However, if any audit, claim, litigation, negotiation or other
action involving this Agreement, or any modification hereto has commenced
before the expiration of the retention period, the records shall be retained until
completion of the action and resolution of all issues which arise from it or until the
end of the regular retention period, whichever is later. The Provider agrees that
all documents, records and reports maintained and generated pursuant to this
Agreement shall be subject to the provisions of the Public Records Law, Chapter
119, and Florida Statutes.
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2. Financial audit
(a) Within one hundred and eighty (180) days of the close of its fiscal year,
Provider agrees to submit to the City an Annual Financial Audit performed by an
independent audit firm of all its corporate activities and any accompanying
management letter(s), for each year during which this Agreement remains in
force and, if applicable, until programs, Scope of Services and Permitted Uses
provided under this Agreement have been audited. This audit shall be conducted
in accordance with auditing standards generally accepted in the United States of
America and standards contained in the Government Auditing Standards issued
by the Comptroller General of the United States and any other program audit
standards required by federal, state and local governments. The fiscal audit must
also be conducted consistent with the United States Office of Management and
Budget Circular A-133, Audit of States, Local Government and Non -Profit
Organizations and the Florida Single Audit Act, Florida Statutes 215.97, if
applicable.
(b) For audits conducted under the Office of Management and Budget Circular A-
133, Audit of States, Local Government and Non -Profit Organizations and the
Florida Single Audit Act, Provider must also submit the schedule of expenditures
pertaining to awards, summary schedule of prior audit findings, applicable
auditor's reports and the corrective action plan when the schedule of findings and
questioned costs prepared by the independent auditor discloses audit findings
relating to this Agreement. In the event that the independent auditor does not
disclose audit findings relating to this Agreement, Provider shall provide written
notification to the City that an audit of Provider was conducted in accordance with
applicable laws and regulations and that the findings and questioned
costs/programs disclosed no audit findings related to this Agreement; and, that
the summary schedule of prior audit findings did not report on the status of any
audit findings relating to awards that the City provided.
(c) Audit extensions may be granted in writing by the City Manager after proper
approval has been obtained from the Department and from any other applicable
City Departments upon receipt in writing of such request with appropriate
justification by the Provider.
3. Access to records
The City reserves the right to require Provider to submit to an audit by the
Department, any other required City Department, or by an auditor of the City's
choosing at the City's expense. Provider shall provide access to all of its records
which relate to this Agreement at its place of business within the City limits during
regular business hours. Provider agrees to provide such assistance as may be
necessary to facilitate their review or audit by the City to insure compliance with
applicable program standards, and if applicable, with accounting and financial
standards, including access by the Department, any other required City
Department, or their designees, to Provider's independent auditor's working
IR
papers for complying with federal, state or local requirements.
4. Monitoring
Provider agrees to permit the City's personnel or contracted agents to perform
random scheduled and/or unscheduled monitoring, reviews and evaluations of
the program which is the subject of this Agreement using the City's approved
monitoring tools. The City shall monitor both fiscal/administrative and
programmatic compliance with all the terms and conditions of this Agreement.
Provider shall permit the City and its Departments or contracted agents, as
applicable, to conduct site visits, client interviews, client assessment surveys,
fiscal/administrative review and other techniques deemed reasonably necessary
in the City's sole discretion to fulfill the monitoring function. A report of the City's
findings will be delivered to Provider and Provider will rectify all deficiencies cited
within the period of time specified in the report.
5. Internal Documentation
Provider agrees to maintain and provide for inspection to the City or its designee
during regular business hours the following as may be applicable: (1) personnel
files of employees which include hiring records, background screening results,
job descriptions, and evaluation procedures; (2) authorized time sheets, records,
and attendance sheets to document the staff time to comply with the Scope of
Services and Permitted Uses pursuant to this Agreement; (3) daily activity logs
and monthly calendars of the provision of Scope of Services and Permitted Uses
pursuant to this Agreement; (4) training modules; (5) pre and post session
questionnaires; (6) participant consent and information release forms; (7) agency
policies and procedures; and (8) such other information related to Scope of
Services and Permitted Uses provision as described in Exhibit B; all upon
request by the City.
6. Confidentiality
Subject to the provisions of the Florida Open Public Records laws, Provider and
the City under this Agreement understand that during the course of performing
the Scope of Services and Permitted Uses, each party may have access to
certain confidential and proprietary information and materials of the other party in
order to further performance of the Scope of Services and Permitted Uses. The
Parties shall protect confidential information and comply with applicable federal
and state laws on confidentiality to prevent unauthorized use, dissemination or
publication of confidential information as each party uses to protect its own
confidential information in a like manner. The Parties shall not disclose the
confidential information to any third party, or to any employee of Provider who
does not have a need to know such information, which need is related to
performance of a responsibility hereunder. However, this Agreement imposes no
obligation upon the Parties with respect to confidential information which (a) was
lawfully known to the receiving party before receipt from the other, (b) is or
becomes a matter of public knowledge through no fault of the receiving party, (c )
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is rightfully received by the receiving party from a third party without restriction on
disclosure, (d) is independently developed by or for that party, (e) is disclosed or
required to be disclosed under operation of the Florida Open Public Records Law
or other applicable law, or (f) is disclosed by the receiving party with the other
party's prior written approval. The confidentiality provision of this Agreement shall
remain in full force and effect after the termination of this Agreement and any
renewal(s) hereof.
7. Security Obligations
Provider shall maintain an appropriate level of data security for the information
Provider is collecting or using in the performance of this Agreement. This
includes, but is not limited to, approving and tracking all Provider employees who
request system or information access and ensuring that user access has been
removed from all terminated Provider employees.
E. REGULATORY COMPLIANCE
1. Non-discrimination and Civil Rights
(a)Provider shall not discriminate against an employee, volunteer, or client of the
Provider on the basis of race, color, gender, pregnancy, marital status, familial
status, sexual orientation, religion, ancestry, national origin, disability, or age,
except that programs may target services for specific target groups as may be
defined in the RFP.
(b)Provider shall demonstrate that it has standards, policies, and practices
necessary to render the Scope of Services and Permitted Uses in a manner that
respects the worth of the individual and protects and preserves the dignity of
people of diverse cultures, classes, races, religions, sexual orientation, and
ethnic backgrounds.
(c)Provider agrees to abide by Chapter 11A of the Code of Miami -Dade County
("County Code"), as amended, which prohibits discrimination in employment,
housing and public accommodations; Title VII of the Civil Rights Act of 1968, as
amended, which prohibits discrimination in employment and public
accommodation; the Age Discrimination Act of 1975, 42 U.S.C. Section 2000d,
as amended, which prohibits discrimination in employment because of age;
Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended,
which prohibits discrimination on the basis of disability; and the Americans with
Disabilities Act, 42 U.S.C. § 12103 et seq., which prohibits discrimination in
employment and public accommodations because of disability.
(d)lt is expressly understood that upon receipt of evidence of discrimination
under any of these laws, the City shall have the right to terminate all or any
portion of this Agreement. If Provider or any owner, subsidiary, or other firm
affiliated with or related to Provider, is found by the responsible enforcement
agency or the courts to be in violation of these laws, said violation will be a
material breach of this Agreement, and the City may determine not to conduct
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any further business with Provider.
2. Public Entities Crime Act
Provider will not violate the Public Entities Crimes Act (Section 287.133, Florida
Statutes), which essentially provides that a person or affiliate who is a Provider,
consultant or other provider and who has been placed on the convicted vendor
list following a conviction for a Public Entity Crime may not submit a bid on a
contract to provide any goods or services to a local government, may not submit
a bid on a contract with a local government for the construction or repair of a
public building or public work, may not submit bids on leases of real property to a
local government, may not be awarded or perform work as a Provider supplier,
sub Provider, or consultant under any related contract with or funded by a local
government, and may not transact any business with a local government in
excess of the threshold amount provided in Section 287.017, Florida Statutes, for
category two purchases for a period of thirty-six (36) months from the date of
being placed on the convicted vendor list. Violation of this section shall result in
cancellation of this Agreement and the any other agreements with the City and
recovery of all monies paid if applicable hereto and thereto, and may result in
debarment from the City's competitive procurement activities.
3. No Conflict of Interest
Provider represents that the execution of this Agreement does not violate the
State of Florida, Code of Ethics, (§112.311, Florida Statutes), or the City Code,
as amended, which are incorporated herein by reference as if fully set forth
herein. Provider agrees to abide by and be governed by these conflict of interest
provisions throughout the course of this Agreement and in connection with its
obligations hereunder.
4. Compliance with Sarbanes-Oxley
(a)Provider shall comply with the following provisions of the Sarbanes-Oxley Act
(SOX) that apply.
(b)Provider agrees not to alter, cover up, falsify, or destroy any document that
may be relevant to an official investigation (SOX, Section 1102, Section 1512 of
Title 18, USC).
(c)Provider agrees not to punish whistleblowers or retaliate against any
employee who reports suspected cases of fraud or abuse (SOX, Section 1107,
Section1513 of Title 18, and USC).
5. Licensing
The Provider shall obtain and maintain in full force and effect during the term of
this Agreement any and all licenses, certifications, approvals, insurance, permits
and accreditations, required by the State of Florida, Miami -Dade County, the
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City, or the federal government
6. Proof of Policies
Provider shall keep on file copies of its policies on non-discrimination, equal
opportunity and/or affirmative action, Americans with Disabilities Act, and drug-
free workplace.
7. Incident Reporting
Provider shall complete an incident report in the event of any serious bodily injury
to anyone at or on the Property. Provider shall provide written notification of the
incident together with a copy of the incident report to the City Manager, the Risk
Management Director, and the Department Director within three (3) working
days. Provider shall provide written notification to the City Manager, the Risk
Management Director, and the Department Director, within seven (7) days, if any
legal action is filed as a result of such an injury.
8. Sexual Harassment
Provider shall complete an incident report in the event a client or employee
makes an allegation of sexual harassment, sexual misconduct or sexual assault
by a Provider employee and the Provider has knowledge thereof. Provider shall
provide written notification to the City Manager, the Risk Management Director,
and the Department Director within three (3) working days if such an allegation is
made. Provider shall provide written notification to the City Manager, the Risk
Management Director, and the Department Director, within seven (7) days, if any
legal action is filed as a result of such an alleged incident.
F. PROGRAMMATIC DATA REPORTING; CONSENTS
1. Provider agrees to comply and participate in any data collection reporting,
including participant data as required by the City and described under Reporting
Requirements in Exhibit B Scope of Services and Permitted Uses. In addition,
Provider agrees to furnish to the City with program narrative reports, as and if
requested, in the format to be specified by the Department.
2. Demographic and service information on program participants will be provided
to the City. Provider will ask participants to sign a voluntary Consent to
Photograph and for Communications. The form is available in English, Spanish,
and Creole and will be provided to Provider by the Department. All signed
Consent forms will be submitted to the Program Coordinator, with a copy filed in
the participant's record. Any refusal of consent must be properly documented
and signed by the participant on the Consent form. Provider will ensure that each
program participant's contact information is current and updated upon exiting the
program.
3.Provider shall ensure that all media representatives, when inquiring about the
activities under by this Agreement, are informed to contact the Department
Director and the City's Communications Director.
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G. PUBLICATIONS
Provider agrees to supply to the City, without charge, up to three (3) copies of
any publication developed in connection with implementation of programs at the
Property pursuant to this Agreement. Such publications will state that the
program is supported by the City through use of the Property. Provider agrees
that the City will have unlimited use of copyrighted materials developed under
this Agreement to the extent Provider has the rights to use the materials.
After coordination with the Department Director and the City's Communications
Director and to the extent permitted by the journal or other publication source,
Provider shall include the City in all materials featuring programs at the Property
including but not limited to newsletters, press releases, brochures, fliers,
homepage of websites or any other materials for dissemination to the media or
general public:
ARTICLE Vlll
ALTERATIONS AND IMPROVEMENTS
A. PROVIDER'S ALTERATION OF IMPROVEMENTS
1. In the event the Provider desires to make or cause to be made any major
repair requiring a permit, alteration, addition, deletion, partition or change to the
Property (hereinafter collectively called "Alterations"), the Provider shall submit
detailed plans and specifications of the proposed Alterations, and proof of
funding and/or its financing plans, for approval by the City Manager, after
consultation with the Department Director, which approval may be withheld or
conditioned in his sole discretion. The Provider shall be solely responsible for
applying and acquiring all necessary building and zoning permits for approved
Alterations. The Provider shall be responsible for any and all costs associated
with any Alterations including but not limited to design, construction, installation
and permitting costs. All Alterations to the Property, whether or not by or at the
expense of the Provider, shall, unless otherwise provided by written agreement
of the Parties hereto, immediately upon their completion become the property of
the City and shall remain and be surrendered with the Property. The Department
of Risk Management shall approve all Alterations to the Property that require
additional insurance and/or that require a payment/performance bond.
2. All Alterations must be in compliance with all statutes, laws, ordinances and
regulations of the State of Florida, Miami -Dade County, the City of Miami and any
other agency that may have jurisdiction over the Property.
3. All equipment and personal property used by the Provider at the Property shall
be of good quality and suitable for its purpose. The City Manager shall have the
right to require substitute equipment or personal property or additional equipment
or personal property when such action is deemed necessary or desirable in his
sole discretion.
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4. The Provider agrees that the City Manager shall have the right to approve the
age, condition, design and acceptability of Alterations and equipment, furnished
for installation and use, in his sole discretion.
B. NO LIENS
1.The Provider shall not suffer or permit any construction, materialman's,
supplier's, mechanics', or any other liens whatsoever to be filed against the
Property, or against the Provider's interest in the Property, by reason of work,
labor, services or materials supplied to the Provider or anyone having a right to
possession or use of the Property.
2.Nothing in this Agreement and in any renewal(s) hereof shall be construed as
constituting the expressed or implied consent or request of the City, to any
contractor, subcontractor, laborer, supplier, service provider, or material man for
the performance of any labor, services, or the furnishing of any materials or
supplies for any specific Alteration, or repair of or to the Property or as giving the
Provider the right, power or authority to contract for or permit the rendering of any
labor or services or the furnishing of any materials or supplies that would give
rise to the filing of any construction, materialman's, supplier's, mechanics', or any
other liens against the Property.
3.If any construction, materialman's, supplier's, mechanics', or any other liens
shall at any time be filed against the Property, the Provider shall cause it to be
discharged of record within fifteen (15) days after the date the Provider has
knowledge of its filing. If the Provider shall fail to discharge a construction,
materialman's, supplier's, mechanics', or any other liens within that period, then
in addition to any other right or remedy, the City may, but shall not be obligated
to, discharge the lien either by paying the amount claimed to be due or by
posting a bond, or by compelling the prosecution of an action for the foreclosure
of the construction, materialman's, supplier's, mechanics', or any other liens by
the lienor or and paying the amount of the judgment, if any, in favor of the lienor
with interest, costs and fees with the understanding that all amounts paid by the
City in removing or disclosing the lien shall constitute payments due and payable
under this Agreement (including any renewal(s) hereof) and shall be repaid to the
City by the Provider immediately upon rendition of any invoice or bill by the City.
4. The Provider shall not be required to pay or discharge any mechanics' lien so
long as:
(a) the Provider shall in good faith proceed to contest the lien by
appropriate proceedings; and
(b) the Provider shall have given notice in writing to the City of its intention
to contest the validity of the lien; and
(c) the Provider shall furnish and keep in effect a surety bond of a
responsible and substantial surety company reasonably acceptable to the
City or other security acceptable to the City in an amount sufficient to pay
MIR
one hundred ten percent (110%) of the amount of the contested lien claim
with all interest on it and costs and expenses, including reasonable
attorneys' fees, to be incurred in connection therewith.
C. CHANGES AND ADDITIONS TO THE PROPERTY
The City reserves the right at any time and from time to time:
1. to make or permit changes or revisions in its plan for the Property,
including additions to, subtractions from, rearrangements of, alterations of,
modifications of or supplements to the building areas, open areas,
walkways, parking areas, or driveways; and
2. to construct other improvements on the Property and to make alterations
thereof or additions thereto; and
3. to change location, size, content and design of any signage for the
Property.
ARTICLE IX
CITY'S INSPECTION AND RIGHT OF ENTRY
A. INSPECTION BY CITY
The City shall have the right to make periodic inspections of the Property and
improvements thereof, during normal working hours. The Provider, at its sole
cost and expense, shall be required to make any modifications in trash removal,
cleaning or maintenance methods reasonably required by the City.
B. CITY'S RIGHT OF ENTRY
The Provider agrees to permit the City to enter upon the Property at all
reasonable times, for any purpose the City deems necessary to, incident to, or
connected with the performance of the City's duties and obligations hereunder or
in the exercise of its municipal functions.
ARTICLE X
UTILITY CHARGES
A. UTILITIES
The Provider, at its sole cost and expense, shall be responsible for the costs of
all utilities rendered or supplied to the Property, including but not limited to,
electricity, telephone, cable, satellite, internet facilities, water, gas, sewage
disposal, storm water fees, trash and garbage removal, as well as all costs for
installation of any lines and necessary equipment.
B. CITY NOT LIABLE FOR FAILURE OF UTILITIES
The City shall in no respect be liable for any failure of the utility companies or
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governmental authorities to supply utility services of any kind to the Provider, or
for any limitation of supply resulting from governmental orders or directives, or for
any injury or damage to any person or property caused by or resulting from any
water, sewer, gas, or electricity which may leak or flow from the water, sewer,
gas or electric mains on to any part of the Property, or for any losses or damages
due to failure(s) of electricity, telephone, cable, satellite, internet facilities, water,
gas, sewage disposal, storm water fees, trash and garbage removal or other
utility services. The Provider shall not claim any damages by reason of the City's
or other individual's interruption, curtailment or suspension of a utility service, nor
shall this Agreement (including any renewal(s) hereof), or any of Provider's
obligations hereunder, be affected or reduced thereby.
ARTIM F XI
CITY REPAIRS
A. CITY REPAIRS
1. The City shall only be responsible for roof repairs, and repair of the structural
portions of the building.
2.In the event such maintenance and repair becomes necessary in whole or in
part due to:
(a) the misuse, act, neglect, fault or omission of the Provider, or its
employees, volunteers, residents, agents, representatives, contractors,
sub -contractors, sub -consultants, guests or invitees; or
(b) any damage occasioned by the failure of the Provider to perform or
comply with any terms, conditions, or covenants of this Agreement
(including any renewal(s), amendment(s), supplement(s), or extension(s)
hereof); or
(c) any structural alterations or improvements required by Provider's use
and occupancy of the Property,
then the Provider shall pay to the City the entire cost of such maintenance, repair
or alteration within fifteen (15) days after receipt of written notice.
3. The City shall not be liable under any circumstances for a loss of, or injury to,
property, loss of profits, or for injury to or interference with Provider's business or
that of its sub -contractors or sub -consultants arising from or in connection with
the making of or City's failure to make any repairs, maintenance, alterations or
improvements in or to any portion of the Property or in or to fixtures,
appurtenances and equipment therein. The Provider hereby waives and
releases its right to perform repairs at City's expense under any law, statute, or
ordinance now or hereafter in effect.
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ARTICLE XII
MAINTENANCE AND REPAIR
A. MAINTENANCE AND REPAIRS OF PROPERTY
1.The Provider shall be required, at its sole cost and expense, to provide all
property maintenance, repairs and replacements during the initial term of this
Agreement and any renewal(s) hereof, including, without limitation, any
nonstructural portions of the building, the security, plumbing, electrical, heating,
and air conditioning systems and equipment; all doors, floor coverings, interior
walls, ceilings, decoration (e.g., carpeting, painting, wall coverings, drapes and
other window treatments, refinishing, etc.), and all fixtures and equipment
therein, excluding only those repair obligations assumed by the City in Article XI,
Section A.
2. Provider shall not commit, or suffer to be committed, any waste in or upon the
Property or do anything in or on the Property which, in the City's sole opinion,
detracts from the appearance of the Property. All maintenance, repairs and
replacements shall be performed to the satisfaction of the City.
3. The Provider acknowledges that the Property is being provided on an as -is
basis and condition and that it shall be responsible for all repairs to ensure
Provider's ability to continuously operate the building. The City reserves the
rights to cancel this Agreement and any renewal(s) hereof if the Provider is
unable to maintain the Property in good repair or maintains the Property in such
a condition as to become an eyesore in the community or cannot adequately be
used for its original intended purpose.
B. PREVENTIVE MAINTENANCE AND SERVICES
1. The Provider shall, at its sole cost and expense, provide all preventive
maintenance, maintenance and services required for use of the Property
including, but not limited to, the following:
a) Cleaning and janitorial services for the Property;
b) Heating, ventilation, and air conditioning as required for the
comfortable use and occupation of the Property;
c) Water and sewer facilities;
d) Electric current for normal use and light;
e) Telephone, cable, satellite, and/or internet services;
f) Grounds services including lawn, shrub, and tree maintenance and
removal of any rubbish or obstructions from the Property;
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g) Interior and exterior window cleaning for the Property to be performed
as needed but no less than once every one hundred and eighty (180)
days;
h) Vermin and pest control, as necessary, but no less than once every
sixty (60) days;
i) Garbage and trash disposal as required;
j) Painting of interior and exterior of building, including caulking of all
window and door frames;
k) Reseal all windows as necessary, but no less than once every two
years;
1) Gate maintenance as required;
2. The Provider shall, at all times, be responsible for the condition of the
Property, and shall perform repairs required in a timely manner so as to prevent
injury to persons and to prevent deterioration and waste to the Property.
ARTICLE XIII
NO REPRESENTATION BY CITY
The Provider shall take possession of the Property "as is" specified in Article XII,
Section A, without any representation by or on behalf of the City; and Provider
agrees that the City shall, under no circumstances, be liable for any latent, patent
or other defects in the Property. At the expiration or earlier termination of this
Agreement (including any renewal(s) hereof), the Provider shall surrender the
building "broom clean" and in the same, or better, order and condition which it
was upon execution of the Agreement, ordinary wear and tear excepted.
ARTICLE XIV
INDEMNIFICATION AND INSURANCE
A. INDEMNIFICATION
1. The Provider shall indemnify, protect, defend, release, and hold harmless the
City, its officials, agents, employees, representatives, and instrumentalities from
and against any and all liability, losses, costs, claims, suits, actions, damages or
causes of action of whatever nature, other than those caused solely by the
negligence of the City, its officials, agents, employees, representatives, invitees,
or instrumentalities, subject to all limitations of Florida Statutes Section 768.28,
arising out of the development, management, supervision, administration, use or
operation of the Property or the surrounding areas, whether such claim shall be
made by the Provider, or by any officer, board member, employee, agent,
contractor, resident, participants, volunteer, sub -contractor, sub -consultant,
invitee or guest of the Provider, or by an employee, agent, representative,
instrumentality, or official of the City or by any third party, and whether it relates
to injury to persons (including death) or damage to property. The Provider shall,
at its own cost and expense, pay and satisfy all costs related to any orders,
judgments or decrees which may be entered thereon, and all costs, attorneys'
fees, expenses and liabilities incurred in and about the defense of any such
claims and the investigation thereof, other than those caused solely by the
negligence of the City, its officials, agents, employees, representatives, invitees,
or instrumentalities, subject to all limitations of Florida Statutes Section 768.28.
The Provider shall also indemnify, defend, protect, release, and hold the City, its
officials, agents, employees, representatives, and instrumentalities harmless
from and against any and all claims, demands, suits, causes of actions or
proceedings or any kind or nature arising out of, relating to, or resulting from any
breach or default in performance of any obligation on the Provider's part to be
performed under the terms of this Agreement (including any renewal(s),
amendment(s), or extension(s) hereof), or arising from any act, neglect, fault or
omission of the Provider, its officers, board members, employees, agents,
contractors, residents, participants, volunteers, sub -contractors, sub -consultants,
invitees and guests, and from and against all costs, attorneys' fees, expenses
and liability incurred in connection with any such claim or any action or
proceeding brought thereon. In case any action or proceeding shall be brought
against the City by reason of any such claim, upon notice from the City, the
Provider shall defend the same at the Provider's expense by counsel approved in
writing by the City. The City reserves the right to defend itself. Provider
reserves the right to retain counsel of its choice.
2. The Provider shall immediately notify the City Manager, the Department
Director, Risk Management Director and City Attorney, in writing, of any claim or
action filed, of whatever nature, arising out of the development, management,
supervision, administration, use or operation of the Property by the Provider, its,
employees, agents, contractors, residents, participants, volunteers, sub-
contractors, sub -consultants, invitees and/or guests. The Provider shall also
immediately notify the City if the Provider knows or has reason to believe a claim
or action will be filed, of whatever nature, arising out of the development,
management, supervision, administration, use or operation of the Property by the
Provider, its employees, agents, contractors, residents, participants, volunteers,
sub -contractors, sub -consultants, invitees and guests.
4. Provider shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the
name of the City, as and where applicable, including appellate proceedings, and
shall pay all costs, judgments, and attorney's fees which may issue thereon.
Provider expressly understands and agrees that any insurance protection
required by this Agreement or otherwise provided by Provider shall in no way
limit the responsibility to indemnify, keep, protect, release, and save harmless
and defend the City, and its officers, employees, representatives,
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instrumentalities, or agents as herein provided.
4. The provisions of this section on indemnification shall survive the expirations
or terminations of this Agreement and any renewal(s), amendment(s), and
extension(s) hereof.
B. INSURANCE
1. Prior to execution of this Agreement and as a condition to execution, Provider
shall provide to the City Certificates of Insurance or, as applicable, written
verification (binders) required under this section or as determined by the City's
Risk Management Department. The City shall be named as an additional insured
on all applicable policies. The City shall not permit Provider to enter upon the
Property and begin its programs at the Property for development, management,
supervision, administration, operations, and/or any use(s) until the City is
provided with the necessary Certificates of Insurance or written verification
(binders) and the City's Risk Management Department has approved such
documents. The City shall have the rights to review said certificates or written
verification (binders) and if applicable, require updating of types and amounts of
coverage(s) provided upon any renewal(s) or extension(s) of this Agreement.
2. The Provider, at its sole cost and expense, shall obtain and maintain in full
force and effect at all times throughout the term of this Agreement and any
renewal(s) hereof, and through any periods of holding over on extension, the
following insurance:
(a). Commercial General Liability insuring against claims for bodily injury
and property damage with limits of at least $1,000,000 per occurrence,
$2,000,000 aggregate, protecting against premises and operations
exposures, including contractual and contingent liability, products and
completed operations, and personal and advertisement injury liability and
Damage to Rented Property with limits of at least $100,000. The certificate
of insurance must also reflect other endorsements or other coverage as
may be applicable in connection to the scope of service. The City must be
listed as an additional insured in connection with this coverage.
(b). Property Coverage insuring against direct physical loss or damage to
the designated premises written on a Causes of Loss Special Form,
providing for coverage for the risks of physical loss, unless otherwise
excluded, and including coverage for the perils of theft and windstorm,
subject to 100% of the replacement cost of Provider's fixtures, equipment,
furniture and all other personal property in and about the Property. In
addition, provider must further insured the property against the peril of
Flood, if applicable. The City shall be named as an additional named
insured on all property policies.
(c). Automobile liability insurance for Provider and/or sub -contractors, sub -
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consultants and any others transporting program participants, covering all
owned, non -owned and hired vehicles used in conjunction with
development, management, supervision, administration, permitted uses,
services, and operations covered by this Agreement. The policy or
policies of insurance shall contain such limits as may be reasonably
requested by the City from time to time but not less than $1,000,000
combined single limit for bodily injury and property damage. The City shall
be named as an additional insured with respect to this coverage.
(d). Worker's Compensation in the form and amounts required by State
law.
(e). Professional liability insurance, if applicable, as determined by the City
with limits no less than $250,000 per claim, $250,000 aggregate.
(f). The City reserves the right to amend the insurance requirements by
the issuance of a notice in writing to the Provider. The Provider shall
provide any other insurance or security reasonably required by the City.
(g) Upon review of the Provider's Scope of Services and Permitted
Uses, Exhibit B, the City, may increase, waive or modify, in writing any of
the foregoing insurance requirements. Any request by a Provider to
decrease, waive or modify any of the foregoing insurance requirements
shall be approved, in writing, by the City prior to any such decrease,
waiver or modification.
3. The policy or policies of insurance required shall be so written that the policy
or policies may not be canceled or materially changed without thirty (30) days'
advance written notice delivered to the City of Miami, Department of Risk
Management, 444 S.W. 2 Avenue, 9th Floor, Miami, FL 33130 with copies to the
City of Miami, Director, Department of Public Facilities, 444 S.W. 2 Avenue, 3 d
Floor, Miami, FL 33130, and to the City of Miami, Director, Department of
Community Development, 444 S.W. 2nd Avenue, 2nd Floor, Miami, FL 33130.
4. Current Certificates of Insurance and Policies of Insurance evidencing the
aforesaid required insurance coverages shall be supplied to the Department
(which will supply those to the City's Risk Management Department and
Department of Public Facilities) at the commencement of the term of this
Agreement and new Certificates and Policies shall be supplied at least twenty
(20) days prior to the expiration of each such policy.
5. Receipt of any documentation of insurance by the City or by any of its
representatives, which indicates less coverage than required, does not constitute
a waiver of the Provider's obligation to fulfill the insurance requirements herein.
6. All insurance policies required above shall be issued by companies authorized
to do business under the laws of the State of Florida, with the following
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qualifications:
The company must be rated no less than "A-" as to management, and no less
than "Class V" as the financial strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent,
subject to the approval of The City's Risk Management Department, or the
company must hold a valid Florida Certificate of Authority as shown in the latest
"List of All Insurance Companies Authorized or Approved to Do Business in
Florida" issued by the State of Florida Department of Insurance and be a
member of the Florida Guaranty Fund.
7. The Provider shall notify the City in writing, of any changes in insurance
coverage(s), including, but not limited, to any renewals of existing insurance
policies, not later than thirty (30) days prior to the effective date except for ten
(10) days for lack of payment
8. Provider's failure to procure, continue, and maintain its insurance coverages
shall in no way release the Provider from its obligations and responsibilities as
provided herein, and such failure shall constitute a default of this Agreement as
provided in Article XIX entitled, "Default" below.
9. The Provider shall require each sub -contractor and sub -consultant to furnish
the same level of coverage as is required of the Provider.
C. DAMAGE OR LOSS OF PROPERTY
The City shall not be liable for injury or damage, other than those caused solely
by the negligence of the City, its officials, agents, employees, representatives,
invitees, or instrumentalities, subject to all limitations of Florida Statutes Section
768.28, which may be sustained to the Property or sustained by a person,
equipment, goods, wares, merchandise or other property of the Provider, or the
Provider's employees, residents, participants, volunteers, sub -contractors, sub -
consultants, agents, representatives, invitees, guests or of any other person in or
about the Property caused by or resulting from any peril whatsoever which may
affect the Property, including, without limitation, fire, steam, electricity, gas,
water, rain or theft which may leak or flow from or into any part of the Property, or
from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or
from hurricane or any act of God, or any act of negligence of any user of the
facility or occupants of the Property or any person whomsoever, including the
City, its officers, employees or agents, whether such damage or injury results
from conditions arising upon the Property or upon other portions of the facility or
from other sources. The City shall not be liable for any damages arising from
any act or neglect of: (a) any other provider at the Property; or (b) any officer,
employee, agent, resident, participant, volunteer, representative, guest, or invitee
of any such other provider.
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D. DESTRUCTION OF THE PROPERTY
1. If the Property shall be damaged by fire, the elements, accident or other
casualty (any of such causes being referred to herein as a "Casualty"), but the
Property shall not be rendered wholly or partially untenable or uninhabitable, the
City shall promptly cause such damage to be repaired, subject to collection of
sufficient insurance proceeds.
2. If, as a result of Casualty, the Property shall be rendered partially untenable or
uninhabitable, then, subject to the provisions of Article XIV, Section D below, the
City shall promptly cause such damage to be repaired, and shall work with
Provider to recover the costs of such repairs from Provider's insurance
coverage(s), as and if applicable. If such damage is caused by the negligence of
the Provider, its employees, agents, contractors, representatives, residents,
participants, volunteers, sub -contractors, sub -consultants, guests or invitees, all
fees or any amounts that are due to the City by reason of the Provider's failure to
perform any of its obligations hereunder shall become payable immediately to the
City. All such repairs shall be made at the initial expense of the City, but subject
to the Provider's responsibilities set forth herein and recovery of such costs from
Provider's insurance as applicable. The City shall not be liable for interruption to
the Provider's (or its employees', agents', contractors', representatives',
residents', participants', volunteers', sub -contractors', sub -consultants', guests' or
invitees') business(es) or for damage(s) to or replacement(s) or repair(s) of
Provider's (or its employees', agents', contractors', representatives', residents',
participants', volunteers', sub -contractors', sub -consultants', guests' or invitees')
personal property (including, without limitation, equipment, inventory, trade
fixtures, floor coverings, furniture and other property removable by the Provider
under the provisions of this Agreement) or to any improvements installed in the
Property.
E. CITY'S OPTION TO TERMINATE DUE TO CASUALTY
1. If the Property is (a) rendered wholly untenable or uninhabitable, or (b)
damaged as a result of any cause which is not covered by the City's insurance
or (c) damaged or destroyed in whole or in part during the initial term or during
any renewal(s) or extension(s) hereof, or (d) if the City's building is damaged to
the extent of fifty percent (50%) or more of the floor area, then, in any of such
event(s), the City may elect to terminate this Agreement by giving to the Provider
written notice of such election within ninety (90) days after the occurrence of
such event. If such written notice is given, the rights and obligations of the
Parties shall cease as of the date of such written notice, and any fees or
amounts that are due to the City by reason of the Provider's failure to perform
any of its obligations hereunder shall become due and payable as of the date of
such termination.
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ARTICLE XV
ASSIGNMENTS AND SUBLETTING
A. NO ASSIGNMENTS AND SUBLETTING OF PROPERTY BY PROVIDER
Except as specifically provided in Article III, Section E of this Agreement for
limited pre -approved use by other organizations assisting Provider in compliance
with the City's Homeland Defense/Neighborhood Capital Improvements Bond
Program, the Provider shall not, at any time during the term of this Agreement
and any renewal(s) or extension(s) hereof, assign, mortgage, pledge or
otherwise encumber this Agreement, the term, or any interest hereunder, or
lease, sublease, offer or advertise for leasing, subleasing, or use of the Property
or any portion thereof.
B. ASSIGNMENT DUE TO EVENT OF BANKRUPTCY
If this Agreement is assigned to any person or entity pursuant to the provisions of
the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (hereinafter the
"Bankruptcy Code"), any and all monies, property, or other consideration payable
or otherwise to be delivered in connection with such assignment shall be paid or
delivered to the City, shall be and remain the exclusive property of the City, and
shall not constitute the property of the Provider or of the estate of the Provider
within the meaning of the Bankruptcy Code. Any and all monies, property, or
other considerations constituting the City's property under this Section not paid or
delivered to the City shall be held in trust for the benefit of the City and shall be
promptly paid or delivered to the City. Any person or entity to which this
Agreement is assigned pursuant to the provision of the Bankruptcy Code shall be
deemed, without further act or deed, to have assumed all of the obligations
arising under this Agreement on and after the date of such assignment, including
but not limited to compliance with all requirements of the City's Homeland
Defense/Neighborhood Capital Improvements Bond Program.
ARTICLE XVI
OWNERSHIP OF IMPROVEMENTS
A. OWNERSHIP OF IMPROVEMENTS
1. As of the Effective Date and throughout the initial term of this Agreement and
throughout all renewal(s) and extension(s) hereof, title to the Property, fixtures,
equipment, and all improvements thereon shall be vested in the City.
Furthermore, title to any improvements, and all Alterations made in or to the
Property during the initial term of this Agreement and any renewal(s) and
extension(s) hereof, whether or not by or at the expense of the Provider, shall,
unless otherwise provided by written agreement, immediately upon their
completion become the property of the City and shall remain and be surrendered
with the Property.
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2. At any time during the initial term of this Agreement and any renewal(s) and
extension(s) hereof, the Provider shall have the right to remove any movable
personal property owned by the Provider, so long as the Provider is not in default
of any of its obligations under this Agreement and the same have not become a
fixture or trade fixture, and so long as such does not materially affect the
Provider's ability to use the premises and conduct its operations as provided
herein. However, if any part of the Property is damaged by the removal of such
items, said damage shall be repaired by the Provider at its sole cost and
expense, in accordance with the provisions of Article XII, Section A hereof.
3. Any property belonging to the Provider and not removed by the Provider at the
expiration or earlier termination of the Agreement, shall be deemed to be
abandoned by the Provider, and the City may keep or dispose of such property at
the Provider's sole cost and expense. The Provider will reimburse the City for
any costs associated with such abandoned property within ten (10) days of after
receipt of written notice. At the expiration of the initial term of this Agreement
(unless renewed or extended) and at the expiration of any renewal(s) and
extension(s) hereof, the Provider shall deliver to the City the keys and
combination to all safes, cabinets, vaults, doors and other locks on the Property.
ARTICLE XVII
SIGNAGE
A. SIGNAGE
The Provider shall not permit any signs or use any advertising media on any
portion of the Property except with prior written approval of the City Manager,
which approval may be withheld, for any or no reason whatsoever, in his sole
discretion. The Provider must also obtain approval from all governmental
authorities having jurisdiction, and must comply with all applicable requirements
set forth in the City of Miami Code and Zoning Ordinance. The Provider shall be
allowed to establish a sign on the Property with the designation
" Upon the expiration or earlier termination of this
Agreement, for any reason, the Provider shall, at its sole cost and expense,
remove and dispose of all signs located on the Property.
ARTICLE XVIII
SPECIAL ASSESSMENTS AND TAXES
A. SPECIAL ASSESSMENTS AND TAXES
1. Commencing July 1, 2009, the Provider covenants and agrees to pay any and
all charges, taxes, or assessments, levied against the Property and
improvements, personal property or operations thereon, including, but not limited
to, ad valorem taxes, special assessments, fire fees and parking surcharges.
Payment thereof shall commence with and shall include taxes, charges and
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assessments assessed for the current year, if any. The Provider shall pay all of
said charges, taxes, or assessments, if any, lawfully assessed, on such dates as
they become due and payable. The Parties agree that if the Provider fails to pay
when due the charges, taxes, or assessments, levied against the Property,
improvements, personal property or operations thereon, then the Provider or the
City shall have the right to terminate this Agreement (including any renewal(s)
and extension(s) hereof) upon thirty (30) days written notice to the non -canceling
party, and the rights and obligations of the Parties shall cease as of the date of
such notice.
2. In the event the Provider appeals an ad valorem tax or the assessment value,
the Provider shall immediately notify the City of its intention to appeal said tax
and shall furnish and keep in effect a surety bond of a responsible and
substantial surety company reasonably acceptable to the City or other security
reasonably acceptable to the City in an amount sufficient to pay one hundred
percent (100%) of the contested tax together with all interest on it costs, and
expenses, including reasonable attorneys' fees, to be incurred in connection
therewith. The Provider shall provide such surety bond or other form of security
as may be satisfactory to the City in the event the Provider appeals any tax
seeking a determination of its tax exempt status.
ARTICLE XIX
EVENTS OF DEFAULT, BREACH OF CONTRACT AND REMEDIES
A. BREACH OF CONTRACT; EVENTS OF DEFAULT
1. A material breach by the Provider shall have occurred and shall constitute an
"Event of Default" under this Agreement if the Provider at any time during the
term of this Agreement and, if applicable, during any renewal(s) and extension(s)
hereof:
(a) Fails to provide the Scope of Services and Permitted Uses outlined
in the Exhibit B;
(b) Ineffectively, improperly, and/or illegally develops, maintains,
supervises, administers, operates and/or uses the City land area,
building, fixtures, equipment, and/or any personal property located
on the Property;
(c) Does not maintain its State of Florida not-for-profit status and its
federal Section 501(c)(3) status;
(d) Fails to comply with the development, management, operation, and
permitted use(s) continuing compliance requirements of the City's
Homeland Defense/Neighborhood Capital Improvement Projects
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Bond Program.
(e) Does not furnish the certificates of insurance required by this
Agreement or as determined by the City's Risk Management
Department;
(f) Does not meet or satisfy the conditions of award required by this
Agreement and by City Commission Resolution No. 09-
(g) Fails to submit or submits incorrect or incomplete proof of detailed
reports required by the Department, by the State under the State
Contract, or by any other City department or agency;
(h) Fails to adhere to the Budget outlined in Exhibit E to this
Agreement;
(i) Refuses to allow the City access to records or refuses to allow the
City to monitor, evaluate and review the Provider's program,
including required client data and financial information;
(j) Fails to comply with incident reporting requirements for
injuries/damages occurring at or on the Property;
(k) Attempts to meet its obligations under this Agreement through
fraud, misrepresentation or material misstatement;
(1) Fails to correct deficiencies found during a monitoring, evaluation or
review within the specified time;
(m)Fails to meet the terms and conditions of any other obligation,
responsibility and/or, if applicable any repayment schedule, to the
City or to any of its departments or agencies;
(n) Fails to maintain the confidentiality of client files, pursuant to Florida
and federal laws;
(o) Fails to fulfill in a timely and proper manner any and all of its
obligations, covenants, contracts and stipulations in this Agreement;
(p) Fails to perform any of the other covenants, obligations,
responsibilities, conditions and agreements of this Agreement on
the part of the Provider to be performed and the continuance of the
failure for a period of fifteen (15) days after notice in writing (which
notice shall specify the nature of the default) from the City to the
Provider, unless with respect to any default which cannot be cured
within fifteen (15) days, the Provider, in good faith, promptly after
receipt of written notice, shall have commenced and continued
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diligently to reasonably prosecute all actions necessary to cure the
default and shall have so notified the City in writing;
(q) Files any of the following:
(i) a consent to the appointment of a receiver, trustee or
liquidator of itself or all its assets;
(ii) a voluntary petition in bankruptcy or the filing of a pleading in
any court of record admitting in writing its inability to pay its
debts as they come due;
(iii) a general assignment for the benefit of creditors;
(iv) an answer admitting the material allegations of, or its
consenting to, or defaulting in answering, a petition filed
against it in any bankruptcy proceeding;
(r) Becomes subject to entry of an order, judgment or decree by any
court of competent jurisdiction, adjudicating the Provider as
bankrupt, or appointing a receiver, trustee or liquidator of it or of its
assets, and this order, judgment or decree continues unstayed and
in effect for any period of sixty (60) consecutive days, or if this
Agreement is taken under a writ of execution; or
(s) Fails to remit to the City, to the City's satisfaction, any information
required or requested by the City regarding the development,
management, supervision, operation, administration, or use of the
Property or regarding any other aspect of this Agreement;
B. WAIVER
Waiver of breach of any provision(s) of this Agreement, as applicable, shall not
be deemed to be a waiver of any other breach and shall not be construed to be a
modification of the terms of this Agreement. Any waiver shall be in writing signed
by the authorized representatives of the parties hereto, in accordance with Article
Section below.
C. RIGHT OF BANKRUPTCY TRUSTEE TO CURE DEFAULT
In the event this Agreement is assumed by or assigned to a trustee pursuant to
the provisions of the Bankruptcy Code, and the trustee shall cure any default
under this Agreement and shall provide adequate assurances of future
performance of this Agreement as are required by the Bankruptcy Code
(including, but not limited to, the requirement of Section 365(b)(1) (referred to as
Adequate Assurances), and if the trustee does not cure such default and provide
such Adequate Assurances under the Bankruptcy Code within the applicable
time periods provided by the Bankruptcy Code, then this Agreement shall be
deemed rejected automatically and the City shall have the right to immediate
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possession of the Property and shall be entitled to all remedies provided by the
Bankruptcy Code for damages for breach or termination of this Agreement.
D. REMEDIES IN EVENT OF DEFAULT
1. The City may treat any one or more of the Event(s) of Default as a breach of
this Agreement, and thereupon at its option, without further notice or demand of
any kind to the Provider or any other person, the City may, in addition to every
other right or remedy existing at law or equity, do any one or more of the
following:
(a) Elect to cancel and terminate this Agreement (including any
renewal(s) or extension(s) hereof) and dispossess the Provider by
giving a three (3) day written notice of such election to the Provider,
and reenter the Property, without the necessity of legal
proceedings. In the event of such termination, the City shall have
the right to seek any damages sustained by it by reason of the
Provider's actions or inactions and the resulting termination of this
Agreement. Upon termination of this Agreement, the Provider
shall immediately cease all operations at the Property and
surrender the Property in accordance with the provisions contained
herein.
(b) Perform, on behalf of and at the expense of the Provider, any
obligation of the Provider under this Agreement which the Provider
has failed to perform, the cost of which performance by the City,
together with interest thereon at the rate of eighteen percent (18%)
from the date of such expenditure, shall be deemed due and shall
be payable by the Provider to the City upon demand. The Provider
agrees that the City shall not be liable to the Provider for any
damage resulting to the Provider as a result of such action.
(c) The City, may, in its sole discretion, enter into a written
performance improvement plan with the Provider to cure any
breach of this Agreement, as applicable and as may be permissible
under State or federal law. Any such remedial plan shall be an
addition to this Agreement and shall not affect or render void or
voidable any other provision contained in this Agreement, any
costs, and any judgments entered by a court of appropriate
jurisdiction.
(d) The City may suspend Provider's rights to develop, manage,
supervise, administer, operate and/or use the Property under this
Agreement, as applicable, by providing written notice to the
Provider of such suspension, and specifying the effective date
thereof, at least three (3) days before the effective date of
suspension. On the effective date of suspension, the Provider must
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immediately cease to provide services pursuant to this Agreement
and vacate the Property. The City, as and if applicable, may also
suspend any payments in whole or in part under any other
contracts entered into between the City and the Provider. The
Provider shall be responsible for all direct and indirect costs
associated with such suspension, including attorney's fees.
(e) The City may terminate this Agreement by giving written notice to
the Provider of such termination and specifying the date thereof at
least five (5) days before the effective date of termination. In the
event of termination, the City may (i) request the return of all
finished or unfinished documents, studies, surveys, reports
prepared and secured by the Provider pursuant to this Agreement,
as applicable; (ii) seek reimbursement of City funds, as applicable,
allocated to the Provider under any other City agreement; or (iii)
terminate or cancel any other contracts entered into between the
City and the Provider. The Provider shall be responsible for all
direct and indirect costs associated with such termination, including
attorney's fees, costs, and any judgments entered by a court of
appropriate jurisdiction.
(f) The City may seek enforcement of this Agreement including but not
limited to filing an action with a court of appropriate jurisdiction.
The Provider shall be responsible for all direct and indirect costs
associated with such enforcement, including attorney's fees, costs,
and any judgments entered by a court of appropriate jurisdiction.
(g) Exercise any other right or remedy, which it may have under this
Agreement, at law or in equity.
2. Notwithstanding the provisions of clause (b) above and regardless of whether
an Event of Default shall have occurred, the City may exercise the remedy
described in clause (b) without any notice to the Provider if the City, in the
exercise of its good faith judgment, believes it would be injured by failure to take
rapid action or if the unperformed obligation of the Provider constitutes an
emergency.
3. All of the remedies of the City shall be cumulative and enforcing one or more
of the remedies herein provided upon an Event of Default shall not be deemed or
construed to constitute a waiver of such default, or an election of remedies.
4. Any costs and expenses incurred by the City in enforcing any of its
rights or remedies under this Agreement shall be deemed to be due
and payable by Provider and shall be repaid to the City by the Provider
upon demand.
MI
F. REPEATED DEFAULT
If more than twice in any twelve (12) month period during the initial term hereof
and including any renewal(s) or extension(s) hereof, the Provider fails to satisfy
or comply with the same or substantially the same requirement or provision of
this Agreement (except where such repeated default arises from acts of God or
results from causes or conditions not attributable, directly or indirectly, to the
Provider, its guests, volunteers, residents, participants, sub -contractors, sub -
consultants, employees, agents or others within the Provider's control), then at
the City's election, the Provider shall not have any right to cure such repeated
default. In the event of the City's election not to allow a cure of a repeated
failure to satisfy or comply, the City shall have all of the rights and remedies
provided in this Agreement relative to an uncured Event of Default.
G. CITY'S RIGHT TO CURE DEFAULT
If the Provider fails to make any payment to any third party or do any act
required to be made or done by the Provider, then the City may, but shall not be
required to, make payment to such third party or perform such act at the sole
cost and expense of the Provider. The Provider shall pay the City, as a payment
due and payable hereunder, upon receipt of a written invoice of costs from the
City to Provider, the City's expenses in making such payment or in performing
such obligations together with interest thereon at a rate of eighteen percent
(18%) per annum from the date the City incurs such expenses until the Provider
makes such payment to the City. The making of such payment or the doing of
such act by the City shall not operate to cure the Provider's Default, nor shall it
prevent the City from the pursuit of any remedy to which the City would
otherwise be entitled.
ARTICLE XX
MISCELLANEOUS PROVISIONS
A. CITY APPROVAL
Whenever an item herein is subject to approval by the City that does not require
City Commission approval, the City Manager shall be the sole judge of the
worthiness and benefit of the item for which approval is sought and shall approve
or disapprove such item at his/her sole discretion.
B. MODIFICATIONS, AMENDMENTS, EXTENSIONS, WAIVERS
Any alterations, variations, modifications, extensions or waivers of provisions of
this Agreement, including but not limited to amount payable, if any, the types of
development, management, and uses of the Property, and the effective term and
any renewals, shall only be valid when they have been reduced to writing, duly
authorized by the City Commission as necessary under the City Code, duly
authorized by Provider's Board of , executed by the City Manager,
the Department Director, approved by the City Risk Management Director and
41
the City Attorney, and attested by the City Clerk on behalf of the City, and by
and on behalf of Provider, and attached to the originals of
this Agreement.
C. NOTICES
All notices pursuant to this Agreement shall be in writing and sent by certified
mail or delivered by personal service to the addresses for each Party appearing
on page one of this Agreement and as indicated below, or as the same may be
changed in writing from time to time.
With cooies to:
Provider's Project Manager:
Provider's Counsel:
And with copies to:
City Manager, City of Miami
Miami Riverside Center
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
Director, Community Development Department
City of Miami, Miami Riverside Center
444 S.W. 2nd Avenue, 2nd Floor
Miami, Florida 33130
Risk Management Director, City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
42
City Attorney
City of Miami, Miami Riverside Center
444 S.W. 2nd Avenue, 2nd Floor
Miami, Florida 33130
it is Provider's responsibility to advise the City in writing of any changes in
Provider's contact names, addresses and/or telephone numbers. Such notice
shall be deemed given on the day on which personally served, or if by certified
mail, on the fifth day after being posted or the date of actual receipt, whichever is
earlier.
D. AUTONOMY
Both Parties agree that this Agreement recognizes the autonomy of, and
stipulates or implies no affiliation between, the contracting parties. It is expressly
understood and intended that Provider is only a developer, manager, and user of
the Property for the purposes of the Scope of Services and Permitted Uses and
is not an agent or instrumentality of the City, and that Provider's agents and
employees are not agents or employees of the City.
E. HEADINGS, USE OF SINGULAR AND GENDER
Paragraph headings are for convenience only and are not intended to expand or
restrict the scope or substance of the provisions of this Agreement. Wherever
used herein, the singular shall include the plural and plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the
context requires.
F. GOVERNING LAW & VENUE
This Agreement shall be interpreted and construed in accordance with and
governed by the laws of the State of Florida without regard to its conflicts of laws
provisions. Any controversies or legal problems arising out of the terms of this
Agreement and any action involving the enforcement or interpretation of any
rights hereunder shall be submitted to the jurisdiction of the state courts of the
Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida.
G. COURT COSTS AND ATTORNEYS' FEES
In the event that it becomes necessary for the City to institute legal proceedings
to enforce or interpret the provisions of this Agreement, Provider shall pay the
City's court costs and attorneys' fees through all levels of court processes,
including any and all appeals. Provider acknowledges that Florida law provides
for mutuality of attorneys' fees as a remedy in contract cases and Provider
specifically, knowingly, voluntarily, intentionally, and irrevocably waives its rights
to collect attorneys' fees from the City under applicable laws, including but not
limited to Section 57.105, Florida Statutes, as amended from time to time and
Ic
any other State of Florida statutory provisions, as amended from time to time. It
is the express intent of the parties hereto that in no event will the City be required
to pay Provider's attorneys' fees and court costs for any action arising out of this
Agreement. In the event that Provider's waiver under this section is found to be
invalid, then Provider agrees that the City's liability for Provider's attorneys' fees
and court costs shall be limited to and shall not exceed the total sum of One
Hundred Dollars ($100.00). In the event that the foregoing waiver and limitations
contained herein are found to be invalid, or are otherwise not upheld, then the
provisions of this Section shall become null and void and each Party shall be
responsible for its own attorneys' fees and costs.
H. WAIVER OF JURY TRIAL
The parties hereby knowingly, irrevocably, voluntarily, and intentionally waive any
right either may have to a trial by jury in respect to any action, proceeding, claim,
or counterclaim based on this Agreement, or arising out of, under, or in
connection with this Agreement, any renewal(s) hereof, any amendment,
extension, or modification of this Agreement, or any other agreement executed
between the parties in connection with this Agreement, or any other course of
conduct, course of dealing, statements (whether verbal or written), or any other
actions of any party hereto. This waiver is a material inducement for the City and
the Provider to enter into this Agreement.
A "Force Majeure Event" shall mean an act of God, act of governmental body
or military authority, fire, explosion, power failure, flood, storm, hurricane, sink
hole, other natural disasters, killer bee infestation, epidemic, riot or civil
disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo.
In the event that either party is delayed in the performance of any act or
obligation pursuant to or required by the Agreement by reason of a Force
Majeure Event, the time for required completion of such act or obligation shall
be extended by the number of days equal to the total number of days, if any,
that such party is actually delayed by such Force Majeure Event. The party
seeking delay in performance shall give notice to the other party specifying the
anticipated duration of the delay, and if such delay shall extend beyond the
duration specified in such notice, additional notice shall be repeated no less
than monthly so long as such delay due to a Force Majeure Event continues.
Any party seeking delay in performance due to a Force Majeure Event shall
use its best efforts to rectify any condition causing such delay and shall
cooperate with the other party to overcome any delay that has resulted.
J. CITY NOT LIABLE FOR DELAYS
Provider hereby understands and agrees that in no event shall the City be
liable for, or responsible to Provider or any subconsultant or subcontractor, or
to any other person, firm, or entity for or on account of, any stoppages or
delay(s) in work herein provided for, or any damages whatsoever related
thereto, because of any injunction or other legal or equitable proceedings or
on account of any delay(s) for any cause over which the City has no control.
K. SURVIVAL
All obligations (including but not limited to indemnity and obligations to defend
and hold harmless) and rights of any party arising during or attributable to the
period prior to expiration or earlier termination of this Agreement shall survive
such expiration or earlier termination.
L. AGREEMENT NUMBER(S)
This Agreement is assigned as City Agreement 09-
M. COUNTERPARTS
This Agreement may be executed in three (3) or more counterparts, each of
which shall constitute an original but all of which, when taken together, shall
constitute one and the same agreement.
N. TOTALITY OF AGREEMENT/SEVERABILITY OF PROVISIONS
This Agreement with its attachments as referenced below contains all the terms
and conditions agreed upon by the parties:
Exhibit A Description of Property and Attendant Sketch
Exhibit B Scope of Services and Permitted Uses, including
Reporting Requirements
Composite Exhibit C Miami City Commission Resolution No. 04-0271,
adopted on April 22, 2004 and all Attachments
thereto including Opinion of Bond Counsel and
Miami City Commission Resolution No. 09 -
adopted on , 2009 and all Attachments
thereto
Composite Exhibit D Authorizing Resolution of Board of Of
Miami's River of Life, Inc. adopted 2009;
Updated Not -For -Profit Organization from State of
Florida and Updated Section 501(c)(3) Tax -Exempt
Status Information from Internal Revenue Service
Exhibit E Budget
Exhibit F Provider's Insurance Requirements and Evidence of
Insurance Coverages
45
No other contract, oral or otherwise, regarding the subject matter of this
Agreement shall be deemed to exist or bind any of the parties hereto. If any
provision of this Agreement is held invalid or void, the remainder of this
Agreement shall not be affected thereby if such remainder would then continue to
conform to the terms and requirements of applicable law.
In Witness Hereof, the parties have entered into this Agreement as of the
date set forth above.
City of Miami, A Florida municipal corporation
By:
Pedro G. Hernandez, City Manager
Date:
Attest:
Priscilla A. Thompson, City Clerk
Approved by Community Development Department
By:
George Mensah, Director
Approved as to Form and Correctness:
By:
Julie O. Bru, City Attorney
Approved as to Insurance Requirements:
By:
LeeAnn Brehm, Risk Management Director
Provider: Miami's River of Life, Inc., a Florida Not -for -Profit Corporation
Attest:
By:
Name:
Title: _
Date:
By: _
Name:
Title: _
Date:
This Agreement is not valid until signed by both parties
.s
EXHIBIT A
Description of Property
And Attendant Sketch
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EXHIBIT B
Scope of Services and Permitted Uses
Including Reporting Requirements
Miami's River of Life, Inc.
Scope of Services for
Property located at
1371 NW 61st Street
(Orchard Villa)
Program Services Plan
For the past 16 years, Miami's River of Life (MRL), has committed it's resources to the
care, protection, and progress of thousands of youth in the State of Florida's Department of
Juvenile Justice (DJJ), Department of Children and Families (DCF) and other child care
systems. Over the years MRL has seen much success in its effort to assure that there
continues to be opportunities of positive growth for the youth, their families, and the
communities from which many of these youth come from and return. This commitment has
taken form in the development of program services that provided career, spiritual,
intellectual, physical, emotional, educational, and social development skills. Our staff,
development team, and other constituents view this approach as (1) the only effective path
for a young adult to become a responsible member of the community and (2) the course for
the establishment and maintenance of a particular family's civil society regardless of the
presence,of dysfunctional risk factors, governmental forms or the distribution of power or
wealth. Miami's River of Life proposes to continue its development and investment in
our common future.
MRL "Transitional Living" program will serve young ladies within the age group of 18-21
years of age who are in need of a Transitional Living residential arrangement. The average
stay for a referred young lady is 3-9 months, which is predicated upon the circumstances
surrounding her case. Referrals are made through various sources such as DCF, DJJ,
and other organizations and agencies that serve dependent, delinquent, at risk, and other
youth in need of the program services.
Miami's River of Life Transitional Living Program provides residents the means to acquire
the necessary life skills through academic, education, employability skills training, role
modeling, mentoring and behavioral counseling so, each of the young ladies that come in
contact with us will be able to successfully live a self sufficient, productive personal as
well as social life. This program targets young ladies who are aging out of the foster care
system, those returning home from DJJ residential programs and those who case plans
indicate a need to live independently and/or a supervised living arrangement. The
transitional arrangements are flexible in regard to the amount of involvement the family
has with the youth.
The bulk of the cases shall be youth aging out of pre -dominatingly domestic violence
and/or family related cases. We provide spiritual counseling, one-on-one supportive
guidance counseling, and conduct family group sessions that open up doors to reunification
and supportive relationships. Miami's River of Life "Independent & Transitional Live"
11P
programs use an Evidence Base Restorative Justice Model which is a platform for Youth
Advocacy, Family Reunification, Spiritual Awareness, Public Safety, Role Modeling,
Mentoring, and Abstinence among Teens, Academic Achievement, and Peer for
Mediation.
Virtue Development Training will take place in the morning or evening hours depending
upon the needs of the young ladies. Miami's River of Life staff and support personnel
will supervise all activities. The goal of the program is to educate each young lady and
empower each to become a self-sufficient, healthy, and productive adult.
Facility Development Plan
The property being offered by the City of Miami is for a Transitional Living Program for
young female adults transitioning out of the State of Florida Dependency and Delinquency
care systems into the Liberty City Community Revitalization area. The site contains a two
(2) story building, comprised of six (6) one bedroom, one bath living units. The facility
development property improvement plan consists of the agency maintaining the current
mix unit of the property. Subsequently, the property will be maintained, at a minimum to
housing quality standards, and provide amenities as required to successfully operate a
supportive housing system for youth aging out of the foster care system. The property has
been renovated by the City and thus needs little to no additional landscaping to the
property. Miami's River of Life shall provide for all furniture to each unit of the property.
Each unit will be appropriately furnished which consist of but not limited to living room
area, dining area, bedroom, and bathroom area. In addition, Miami's River of Life will
supply additional items to afford these young ladies aging out of the foster care system with
the necessary amenities associated with quality standards for an Independent &
Transitional Living Program.
City of Miami Financial Return
Miami's River of Life will make a commitment to employ individuals living in the Liberty
City Community Revitalization area and surrounding communities thus producing job
opportunities for individuals living in the City of Miami. In addition, through Miami's
River of Life career development program, the young ladies in the program will become
tax payers thus increasing the purchasing and buying abilities as a mean to assist in
stimulating the economy of the area.
Miami's River of Life Non-financial return
In addition to the financial return to the City, Miami's River of Life will provide a non
financial return to the City by offering affordable housing to young ladies with the City.
Subsequently, by the agency making a commitment to employ staff from the
aforementioned area, the individuals hired should become self-sufficient, informed, and an
advocate of the City for job creation thus cultivating a sense of pride that could promote
healthy neighbors.
Organizational Profiles
George E. Ellis, Jr, President & CEO, experience encompasses program operations,
consulting, project management and support, research, analysis and reporting consequently
resulting in improvement of administrative, management, and programmatic processes.
George Ellis has (20) years of Organizational Development, (18) years of Residential
Programs and Services Development and (15) years of Funding Development.
Robin K. Carter, Accountant, has extensive experience implementing and administration
of human resources, payroll, and preparation of monthly/yearly financial statements, A/R,
A/P inventory valuations, and cost analysis. Additionally, Mr. Carter has a combined (15)
years of experience financial modeling which consist of cost accounting, to include the
review of trends of cost and charges for patient care for varying lengths of stay. Managed
care to include the evaluation of actual versus expected payment variance, analysis of
profitability and utilization.
Jeffery L. Glover, Director of Programs, has a solid background in planning and
implementing strategic plan, proven ability to recognize and capitalize on Market trends.
He is a Decisive team leader with extensive experience recruiting and hiring teams,
developing and reinforcing talents, and developing effective training program. Mr.
Glover has (12) years of experience overseeing the day to day aspects of programmatic
operations, quality assurance issue, risk management as well as clinical activities.
Communities Partners include the Family and Children Faith Coalition (FCFC).
FCFC mobilizes, assist and equips South Florida faith to community to more effective
minister to the needs of those within their neighborhoods. They also encourage faith
groups to cooperate with local agencies and other community based groups specializing in
programs for youth. The Center for Family and Child Enrichment Center (CFCE)
provides Mental Health Services to MRL programs.
/&C
COMPOSITE EXHIBIT C
Miami City Commission Resolution No. 04-0271, adopted on April 22, 2004
And All Attachments Thereto Including Opinion of Bond Counsel
And
Miami City Commission Resolution No. 09- , adopted on ,
2009
And All Attachments Thereto
Em
COMPOSITE EXHIBIT D
Authorizing Resolution of Board of
Of Miami's River of Life, Inc.
Adopted , 2009;
Updated Not -For -Profit Organization from State of Florida
and
Updated Section 501(c)(3) Tax -Exempt Status Information from Internal
Revenue Service
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50
EXHIBIT E
Budget
w.f1'-hit, ,
51-
1
2 3
4
5
---T-
7
8
T pe of Expense
Budget-
irst year
Budget - Future
years
Note: Attach a narrative by line item to
Unit Cost
Amount Unit
Number of
Units
Total
Contract Year
Second Third
Renewal Period
Renewal
1
a rave
$
350.00
1
12
2,400
2,400
2,400
2,400
2
Communications (telephones,
radios, pagers)
$
50.00
6
12
3,600
3,600
3,600
3,600
3
ve iseing (recruitment)
$
150.00
1
12
1,200
1,200
1,200
1,200
4
Auditing
$
3,000.00
1
3,000
3,000
3,000
3,000
5
Insurance (comprehensive,
liability)
$
750.00
1
12
9,000
9,000
9,0001
9,000
6
insurance (Vehicle)
$
500.00
1
12
6,000
6,000
6,000
6,000
7
-Licensure
$
1,500.00
1
1
1,500
1,500
1,500
1,500
8
minis ra ive Equipment
(desks, copiers, computers)
$
3,000.00
1
1
3,000
3,000
3,000
3,000
9
e ice amenance
Repair,operation
$
400.00
1
12
4,800
4,800
4,800
4,800
10
Personal Care
$
175.00
6
12
12,600
12,600
12,600
12,600
11
i i ies(a ec rici y,
water,cable)
$
250.00
6
12
18,000
18,000
18,000
18,000
12
FooT'
1,500.00
1
12
18,000
18,000
18,000
18,000
13
Licensure and Permits
$
1,500.00
1
1
1,500
1,500
1,500
1,500
14
Kitchen Supplies
$
250.00
6
1
1,500
1,500
1,500
1,500
15
Housekeeping (sheet,
blankets, pillows, towels, etc)
$
100.00
6
12
7,200
7,200
7,200
7,200
16
building Maintenance an
repair and supplies
$
1,500.00
1
12
18,000
18,000
18,000
18,000
17
Clothing
$
250.00
1
12
1,500
1,500
1,500
1,500
g
Recreational Activities
0.00
6
2
7,200
7,200
7,200
7,200
19
Unit Furniture and Supplies
$
1,500.00
6
1
9,000
9,000
9,000
9,000
TOTALS
$ 16,825.00
$ 121,800.00
$121,800.00
$ 121,800.00 $
121,800.00
EXHIBIT F
Provider's Insurance Requirements and Proof of Coverages
73- b,-, dam if
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