HomeMy WebLinkAboutBack-Up DocumentsSHELTER AND TRANSITIONAL HOUSING PROGRAM
GRANT AGREEMENT BETWEEN THE CITY OF MIAMI
AND
THE SUNDARI FOUNDATION, INC.
This Shelter and Transitional Housing Program Grant Agreement (hereinafter, this
"Agreement"), made and entered into as of the day of , 202 3 ("Effective
Date"), by and between the CITY OF MIAMI, a Florida municipal corporation, whose address
is 3500 Pan American Drive, Miami, Florida 33133 (hereinafter, the "CITY"), and THE SUNDARI
FOUNDATION, INC., a Florida not for profit corporation, with Federal Employer Identification
Number ("FEIN") 81-0652266, having its principal address at 217 NW 15th Street, Miami, Florida
33136 (hereinafter, the "PROVIDER"), states the terms and conditions agreed to by the Parties as
follows:
WITNESSETH
WHEREAS, the CITY is a party to a Settlement Agreement, as amended, resolving a
lawsuit styled, Michael Pottinger, et al. v. City of Miami, filed in the United States District Court,
Southern District of Florida, Case No.: 88-2406-Civ-Moreno (hereinafter, the "Pottinger Settlement
Agreement"), as subsequently terminated pursuant to Court Order; and
WHEREAS, the CITY, in furtherance of its continuing commitment to assist homeless
persons within its jurisdictional boundaries, and its desire to continue to comply with the community
spirit of the Pottinger Settlement Agreement, wishes to procure and make Available Shelter beds to
Homeless Persons in the CITY's homeless population; and
WHEREAS, the PROVIDER has the capacity to accommodate shelter and transitional
housing beds in its facility and to provide associated services for homeless families, thus creating a
distinct program for the CITY; and
WHEREAS, the PROVIDER will ensure that the families placed in their facility will have
the ability to remain in the program beds for a period of up to sixty (60) days and receive wrap-
around services; and
NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and
covenants hereinafter set forth, the CITY and the PROVIDER further agree as follows:
1. RECITALS:
The foregoing recitals are incorporated herein by reference.
2. DEFINITIONS:
The term "Available Shelter" is defined in this Agreement as a temporary shelter bed for a
period of up to sixty (60) days, with a bed at no cost to the homeless person, that treats homeless
persons with dignity and respect, imposes no religious requirements, and, unless agreed to by the
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homeless person, does not impose involuntary substance abuse or mental health treatment as a
condition for shelter.
The term "Banned Individual" is defined as a homeless person not eligible for services
under this Agreement as determined in the sole discretion of the PROVIDER.
The term City of Miami Shelter and Transitional Housing Program (hereinafter, the
"Program") is defined as the beds and associated wrap -around services, procured by the CITY from
the PROVIDER within the Lotus House facility, to be used as temporary shelter, which meets the
requirements of Available Shelter under the Pottinger Settlement Agreement, for the sole use of
homeless persons who are residents of the City of Miami, who are placed exclusively in the
Program City of Miami Green Shirts, or employees of the City's Department of Human Services
("Department"), pursuant to the terms of this Agreement.
The term "Homeless Coordinator" is defined as the Director of the Department, or the City
Manager's alternate designee who shall serve as the contract coordinator.
The term "Homeless Person" is defined in this Agreement as it is defined in the Pottinger
Settlement Agreement, i.e., an individual is considered a Homeless Person if he or she "lacks a
fixed, regular, and adequate night-time residence and has a primary night-time residency that is:
(24) a supervised publicly or privately operated shelter designed to provide temporary living
accommodations; (b) an institution that provides a temporary residence for individuals intended
to be institutionalized; or (c) a public or private place not designed for, or ordinarily used as, a
regular sleeping accommodation for human beings. The term "Homeless Person" does not
include any person imprisoned or otherwise detained pursuant to an Act of Congress or a state
law." 42 U.S.C.
§11301, et seq. (1994). An officer is allowed to make reasonable inquiry to make this
determination. Furthermore, as modified in the Addendum to the Pottinger Settlement Agreement,
any person identified as a registered sex offender under section 775.21 Florida Statutes, or sexual
predator under section 775.215, Florida Statutes, or Sections 21-277 to 21-21285, Miami -Dade
County Code, as amended, is excluded from the definition of a Homeless Person.
The term "Participant" shall mean a Homeless Person/Family who has been referred into
the Program.
The term the "Parties" is defined as the CITY and the PROVIDER.
The term "Pottinger Extended Stay Bed" is defined in this Agreement as a shelter bed
available as Available Shelter for a period longer than twenty-four (24) hours.
3. PURPOSE:
The purpose of this Agreement is to establish the Program, with available beds located in
the Lotus House facility (hereinafter"Facility"), ensuring a safe sleeping accommodation for the
Homeless Persons/Families served, meeting the requirements of Available Shelter under the
Pottinger Settlement Agreement, including associated services described below, and which allows
for the placement of Homeless Persons twenty-four
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(24) hours per day, seven (7) days per week, throughout the term of this Agreement, and available
to female/families Homeless.
Additionally, PROVIDER agrees to maintain its not -for -profit status in good standing
throughout the term of this Agreement and renewals hereof, if any, as attached and incorporated
in Composite Exhibit "A". The Resolution of PROVIDER'S Board of Directors authorizing its
Executive Director and President to execute this Agreement and to be responsible for compliance
hereunder is attached and incorporated as a part of Composite Exhibit "A".
4. TERM
The term of this Agreement shall be for a period of one (1) year, commencing retroactively
on October 1, 2023, and expiring on September 30, 2024, unless terminated earlier as provided in
this Agreement. Unless earlier terminated as provided in Paragraph 21, at the sole option of the
CITY. This Agreement may be extended annually, from year-to-year, for future one (1) year
periods, by the CITY giving thirty (30) days notice in writing to the PROVIDER prior to the annual
September 30 expiration date, (i.e., by the CITY giving written notice to the PROVIDER by
August 31).
5. COST
The maximum annual amount payable to the PROVIDER for the Program shall not exceed
a total amount of Seventy -Five Thousand Dollars ($175,000.00). This amount is payable in
twelve
(12) monthly installments, on a reimbursement basis, for costs associated with placement of an
individual/family experiencing homelessness at a cost of Twenty -Three Dollars and Thirty -Six
Cents ($23.36) per bed for up to sixty (60) days. Monthly reimbursements are due ten (10) days
after the CITY's receipt of an invoice each month commencing retroactively on November 1, 2023,
unless this Agreement is terminated, as otherwise provided in this Agreement, before any payments
are due.
6. SERVICES
PROVIDER shall provide associated services to Homeless Persons/Families referred to the
Program at the Facility which will include, but are not limited to:
a. The Provider will, to the extent possible, make available lower level beds (when
bunks beds are present) or regular single beds to facilitate access for persons with
disabilities;
b. Up to three (3) meals a day;
c. Basic case management, information, and/or referral to ancillary services (i.e.,
independent living skills preparation, etc.);
d. Access to basic health, substance abuse, and/or mental health screening on a
voluntary basis;
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e. Participation in the other routine services of the Lotus House program, including
but not limited to, access to: showers, clothing exchange, toilet facilities, mail room,
library, computers, electrical outlets, telephones, socialization, and other
recreational activities;
f. Assistance to receive entitlement benefits (i.e., SSI, VA, TANF, Medicaid and other
entitlements), referral to educational, recreational, and vocational services as
appropriate, and referral to transitional and/or advanced care housing;
g. The PROVIDER warrants that the following amenities and services will be
provided to Homeless Persons referred to the Program:
i. Space sufficient to accommodate Homeless Persons/Families placed by the
Department in the Program;
ii. Organized sleeping arrangements;
iii. Personnel employed by PROVIDER that shall provide necessary care;
iv. Functioning restrooms;
v. Electricity to provide light;
vi. A potable water source or space to accommodate water;
vii. Staff personnel adequate to maintain a safe environment at the facility;
viii. Adequate supplies necessary to comply with all terms of this Agreement;
ix. Appropriate medical care and supplies when necessary, and within the
scope of PROVIDER's competence, in its sole discretion;
x. Personnel property storageunit (s) consistent with the Facility's policy; and
xi. Basic personal hygiene products available at no cost, such as soap,
shampoo, toothpaste, toothbrush etc.
7. MEDICAL
None of PROVIDER's staff are medical professionals; PROVIDER's staff shall not hesitate
to call medical professionals if a Homeless Person/Family has a serious medical condition requiring
attention and/or if there is a medical emergency. In either case, PROVIDER's staff shall dial9-1-1
to request rescue services.
8. SIGN
The PROVIDER shall erect and/or post a sign in a conspicuous place within the Facility,
in sight of the pavilion, listing PROVIDER's general rules and items that are prohibited to possess
throughout the Facility.
9. PROVIDER LIAISON
The PROVIDER shall designate one of its own employees to serve as a contact person
(hereinafter the "Provider Liaison") whose responsibility will include providing the Department
with updated availability counts for available Program beds and Pottinger Beds, an updated list of
Banned Individuals when requested, and other duties as specified in this Agreement.
10. ADMISSION INTO THE PROGRAM
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Only an employee of the Department who is transporting a Homeless Person/Family on
behalf of the CITY, can place a Homeless Person into the Program. Homeless Persons referred to
the Program shall be given a 'case card' by the referring or transporting CITY employee. Without
the possession of a 'case card' at the Facility's intake desk, PROVIDER's staff members are
prohibited from accepting the Homeless Person/Family into the Program.
The PROVIDER shall aQ1 permit placement of any Homeless Persons/Families into the
Program under the following circumstances:
a. Unless the Lotus House Program Intake Information form, or equivalent, has been
completed;
b. If the Homeless Person is a sexual offender;
c. If the Homeless Person is a sexual predator;
d. If the Homeless Person has any type of active/open warrant(s);
e. If the Homeless Person is on PROVIDER's list of Banned Individuals;
f. If the Homeless Person cannot take care of themselves (i.e., must be able to
ambulate on their own, including showering on their own, not require
comprehensive health services, etc.); or
g. If the Homeless Person shows signs of violent/aggressive behavior (e.g. poses a
danger to self or others), that would more appropriately require placement in a crisis
stabilization unit.
Depending on the needs of the CITY on any given day, the CITY may contact the Provider
Liaison to reserve and allocate an additional or lesser number of Program beds. The Homeless
Coordinator shall notify the Provider Liaison no less than twenty-four (24) hours prior to thetime
the Pottinger beds, or additional Program Beds, are required to be available. To that end, the
Provider Liaison shall provide the Department with a spreadsheet, via electronic mail at 9:00 a.m.
and at 5:00 p.m. daily, advising of the bed count of available Program Beds and available Pottinger
beds. The Department may contact the PROVIDER on the PROVIDER'S dedicated Program
telephone number to confirm bed availability at any time during the day, evening or overnight. On
weekends and PROVIDER -observed holidays, the Department may obtain the count of available
Program Beds and Pottinger beds by contacting the PROVIDER's dedicated Program telephone
number.
11. TRANSFERS TO A POTTINGER EXTENDED STAY BED
A homeless person placed in a Pottinger Bed who can benefit from, and/or requests
additional services, may be transferred to one of the Program beds on a first -come first -serve basis,
subject to bed availability. If requested by the PROVIDER, and approved in writing by the
Homeless Coordinator, extensions of the length of stay beyond sixty (60) days may be granted.
12. TRANSFERS TO A NON -PROGRAM BED
The PROVIDER may offer a Homeless Person placed in the Program the option to be
voluntarily transferred into a more transitional or permanent environment or program, as long as
the placement is with the consent of the Homeless Person being transferred out of the Program.
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Any consenting Homeless Person transferred out of the Program will not be considered governed
by this Agreement.
13. EXCLUSIVE USE
The PROVIDER understands that all beds in the Program are for sole use by the CITY
pursuant to the terms of this Agreement and in consideration for the CITY's monthly
reimbursement payments referenced herein. Accordingly, PROVIDER shall not use any of the
beds in the Program as an extension of PROVIDER's other shelter program(s) and shall not collect
any fees directly from a Homeless Person occupying a Program bed or collect any money from
another source for use of any Program beds. Furthermore, the use of any Program bed shall not be
sold, given, or granted to any third person or entity during the term of this Agreement.
14. INFORMATION DATABASE AND REPORTING
The PROVIDER shall prepare a monthly report outlining the number of Participants
served, the number Program beds filled, the length of stay for each Participant, the number of daily
Program bed vacancies, and placements by placement source (e.g. Department or City staff
member transporting on their behalf). The report shall be provided, via email, on the tenth (10th)
day of each month to the CITY.
The PROVIDER shall maintain a computer database containing information pertaining to
each Homeless Person placed into the Program as follows:
a The computer database must contain basic identifying information such as the individual's
name, date of birth, Social Security Number, ethnicity, race, gender, Driver's License
number or Identification Card and state of issue or any other picture identification, date
placed in Program, number of times placed in Program with all dates, indicate whether
Homeless Person occupies a non-Pottinger Program bed or Pottinger Bed, whether the
Homeless Person is a Banned Individual from shelter, and whether the individual was
voluntary placed into more permanent shelter. The data entry shall also include the name
and employee of the City employee who referred the Homeless Person to the Program, and
the name and employee number of the officer who transported the Homeless Person (if
different from the placement officer), or the name and employee number of the City
Community Outreach Specialist who transported the Homeless Person to the facility. The
PROVIDER shall make any and all records created pertaining to the Program, including
all computer database information, in searchable format, organized, available for print in
spreadsheet format, and available to the Homeless Coordinator upon request via the HMIS
system.
b. The PROVIDER must maintain and update their list of Homeless Persons who are Banned
Individuals. The PROVIDER shall make any and all current and active lists of Banned
Individuals from the Program available to the Homeless Coordinator upon request. The list
of Banned Individuals must contain the Banned Individual's name, date of birth, sex, and
duration of ban from the Program. PROVIDER shall keep and maintain any records or lists
of Banned Individuals for a period of no less than five (5) years.
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15. INTAKE INFORMATION FORM
The PROVIDER shall enter the client into the Homeless Management Information System
("HMIS"). The Provider shall provide each Homeless Person entering the Program with an `Intake
Package':
a The Intake Package will include a storage form to memorialize whether the Homeless
Person's personal property was secured by `Lotus House' or `Other' entity with a blank
space to make a notation of the entity that secured the personal property.
Each Intake Package shall list the PROVIDER's general rules and prohibited items and the scope of
available services.
b. The Intake Package must be signed and dated by each Participant placed into
the Program. If a prospective Participant to the Program is not willing to sign the forms
included in the Intake Package, the City will not refer that person to the Program. If during
the intake process at the Facility a Participant refuses to sign the Intake Package, the
PROVIDER's staff member shall note 'REFUSAL TO SIGN' on the
signature spaces provided and PROVIDER is not required to accept the Participant into
the Program.
c. The 'case card' provided by the referring or transporting CITY employee must be given to
the PROVIDER and maintained for the length of time that the Intake Package is stored.
d The PROVIDER shall make any and all Intake Packages completed pertaining to the
Program available to the Homeless Coordinator upon request.
e. PROVIDER shall keep and maintain all Intake Packages for a period of no less than five
(5) years.
16. SAFETY OF FACILITY AND SURROUNDING AREAS
The PROVIDER shall keep the streets and sidewalks surrounding the Facility and the
perimeter of the Facility clear of any individuals, whether Homeless Persons or not, from
congregating and/or loitering. The PROVIDER shall undertake the responsibility of making certain
that only those Homeless Persons who are Participants in the Program, or are otherwise clients of
PROVIDER, or its affiliated health clinic, are allowed to enter and to remain at the Facility. In
addition, the PROVIDER agrees to the following conditions:
a PROVIDER shall, through the promulgation of its rules, seek to enforce a curfew on
participants of the Program;
b. PROVIDER shall post the appropriate "No Loitering" signs on the Perimeter of the facility;
c. c. PROVIDER shall make a good faith effort to ensure Program Participants do not loiter
or congregate with others for unreasonable periods of time in proximity to the Facility;
d PROVIDER shall prohibit alcohol, drugs, fighting, and all threatening or potentially violent
behavior -- a participant's violation of this facility rule may cause the PROVIDER to add
the violator to its list of Banned Individuals;
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e. PROVIDER shall maintain an adequate number of trash receptacles;
£ PROVIDER shall maintain the Facility in pristine condition, and routinely monitor
the perimeter of the Facility, no less than twice daily, to ensure Participants are not littering
or creating unattractive conditions.
17. HOMELESS PERSON WITH DISABILITY
The PROVIDER shall make the appropriate accommodations necessary for any and all
Homeless Persons with disabilities who are referred to the Program in compliance with the
Americans with Disabilities Act.
18. ELIGIBILITY
The PROVIDER understands that Program shall be open to any Homeless Personresiding
within the jurisdictional boundaries of the CITY, and who is placed in the Program by the
Department and who meets the criteria under the Pottinger Settlement Agreement. Under no
circumstances may a Homeless Person be transported from another jurisdiction (e.g., from outside
the City), or transported from another shelter facility (within or outside the CITY), be permitted to
participate in the Program.
19. DEFAULT
If PROVIDER fails to comply with any term or condition of this Agreement, or fails to
perform any of its obligations hereunder, after written notification by CITY, then PROVIDER shall
have ten (10) days to cure violation. If after the cure period the condition persists or PROVIDER
continues to fail in complying with any term or condition of this Agreement, or fails to perform any
of its obligations hereunder, then PROVIDER shall be in default. Upon the occurrence of a default
hereunder the CITY, in addition to all remedies available to it by law, may immediately, upon written
notice to PROVIDER, terminate this Agreement. Upon termination, the CITY no longer has the
obligation to make the monthly payments to the PROVIDER, and the previous monthly payment
shall be refunded by the PROVIDER to the CITY on a prorate basis based on the date of termination.
For example, if termination occurs on the second (2nd) of the month, then 29/30 of the monthly
payment made on the first (1st) of the month shall be refunded to the CITY by the PROVIDER.
PROVIDER understands and agrees that termination of this Agreement under this section shall not
release PROVIDER from any obligation accruing prior to the effective date of termination.
20. RESOLUTION OF CONTRACT DISPUTES
Any disputes among the parties, shall be resolved as follows: the parties shall use their best
efforts to informally resolve their dispute. If the parties cannot informally resolve the dispute, either
party may request non -binding mediation, which mediation shall be attended by representatives of
both parties with a certified mediator chosen by the parties. If the mediator declares an impasse, after
a full day of mediation, either party may then demand binding arbitration. The arbitration shall be
conducted under the AAA Commercial Rules, and the arbitration panel shall be composed of a single
arbitrator. The arbitration shall be held in Miami, Florida. The parties expressly waive their right to
litigate any dispute arising out of this Agreement in court.
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21. TERMINATION RIGHTS
The CITY shall have the right to terminate this Agreement, in its sole discretion, at any time,
by giving written notice to PROVIDER at least forty-five (45) days prior to the effective date of such
termination. Any monthly payment due following written notice of termination shall be prorated on
a daily basis, if the remaining time is less than one (1) month. In no event shall the CITY be liable
to PROVIDER for any additional compensation, other than that provided herein, or for any
consequential or incidental damages. PROVIDER shall have the right to terminate this Agreement,
in its sole discretion, at any time, by giving written notice to the CITY at least forty- five (45) days
prior to the effective date of such termination.
22. NOTICE
It is understood and agreed amongst the Parties that written notice shall be mailed, emailed,
or hand delivered to the addresses set forth below, and shall be deemed to have been served and
given (the "notice effective date"): (a) if delivered by hand, to the address listed below, on the date
received; or (b) if delivered by U.S. Mail, and sent by certified mail, return receipt requested, on the
date received. The Parties designate the following addresses for notice:
FOR CITY OF MIAMI:
Arthur Noriega V
City Manager, City of Miami
3500 Pan American Drive
Miami, FL 33133
Anoriega@miamigov.com
FOR SUNDARI FOUNDATION. INC.:
Constance Collins,
Executive Officer & President
217 NW 15th Street
Miami, FL 33136
(Insert Email Address)
With copies to:
William Porro
Director, Department of Human Services
(Insert Address)
(Insert City/State/Zip)
WPorro@miamigov.com
Victoria Mendez
City Attorney, Office of the City Attorney
444 S.W. 2nd Avenue
Miami, FL 33031
VMendez@miamigov.com
Either party may at any time designate a different address and/or contact person by giving
written notice as provided above to the other party. Such notices shall be deemed given upon receipt
by the addressee.
23. OWNERSHIP OF DOCUMENTS
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PROVIDER understands and agrees that any information, document, report or any other
material whatsoever, including but not limited to database records and/or Intake Forms, or which
is otherwise obtained or prepared by PROVIDER pursuant to or under the terms of this Agreement
is and shall be shared with the CITY at all times upon request from the CITY. Specifically,
PROVIDER shall fully share the information captured or created pertaining to the Participants
referred to the Program by the City, subject to HIPAA and applicable state and federal laws that
would prohibit disclosure by PROVIDER. PROVIDER shall allow the Department to access the
HMIS database to review and track the information pertaining to Participants referred to
the Program by the City.
24. AUDIT AND INSPECTION RIGHTS
The CITY may, at reasonable times, and for a period of up to five (5) years following the
date of final payment by the CITY to PROVIDER under this Agreement, audit, or cause to be
audited, those books and records of PROVIDER which are related to PROVIDER's performance
under this Agreement. PROVIDER agrees to maintain all such books and records at its principal
place of business for a period of five (5) years after final payment is made under this Agreement.
The CITY may, at reasonable times during the term hereof, inspect PROVIDER's facilities
and perform such tests, as the CITY deems reasonably necessary, to determine whether the goods
or services required to be provided by PROVIDER under this Agreement conform to the terms
hereof, if applicable. PROVIDER shall make available to the CITY all reasonable facilities and
assistance to facilitate the performance of tests or inspections by CITY representatives. All tests
and inspections shall be subject to, and made in accordance with, the provisions of Section 18-
100 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from
time to time.
25. PUBLIC RECORDS
a. This Agreement is considered a public contract and shall be subject to Florida's
Public Record Laws, Chapter 119, Florida Statutes. PROVIDER understands that the public shall
have access, at all reasonable times, to all documents and information pertaining to CITY
Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access
by the CITY and the public to all documents subject to disclosure under applicable laws.
PROVIDER'S failure or refusal to comply with the provisions of this section shall result in the
immediate cancellation of this Agreement by the CITY.
b. PROVIDER shall additionally comply with Section 119.0701, Florida Statutes,
including without limitation: (1) keep and maintain public records that ordinarily and necessarily
would be required by the CITY to perform this service; (2) provide the public with access to public
records on the same terms and conditions as the CITY would at the cost provided by Chapter 119,
Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or
confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet
all requirements for retaining public records and transfer, at no cost, to the CITY all public records
in its possession upon termination of this Agreement and destroy any duplicate public records that
are exempt or confidential and exempt from disclosure requirements; and, (5) provide all
electronically stored public records that must be provided to the CITY in a format compatible with
the CITY's information technology systems. Notwithstanding the foregoing, PROVIDER shall be
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permitted to retain any public records that make up part of its work product solely as required for
archival purposes, as required by law, or to evidence compliance with the terms of the Agreement.
c. Sundari Foundation agrees that any of the obligations in this Section will survive
the term, termination, and cancellation hereof.
d. IF SUNDARI FOUNDATION HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE
NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND
MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY,
9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI,
FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HUMAN SERVICES, C/O
CUSTODIAN OF RECORDS AT 10TH FLOOR, MIAMI RIVERSIDE CENTER, 444
S.W. 2ND AVENUE, MIAMI, FLORIDA 33130.
26. INTEGRATION CLAUSE
This Agreement incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters contained herein, and the
Parties agree that there are no commitments, agreements or understandings concerning the subject
matter of this Agreement that are not contained in this document. Accordingly, the Parties agree
that no deviation from the terms hereof shall be predicated upon any prior representations or
agreements, whether oral or written.
27. NO THIRD -PARTY BENEFICIARIES
There are no express or implied third party beneficiaries to this Agreement. No Homeless
Persons who may obtain shelter or services under this Agreement shall be considered a third -party
beneficiary.
28. ASSIGNMENT
This Agreement shall not be assigned by PROVIDER, in whole or in part, without the prior
written consent of the CITY, by resolution of the City Commission, which may be withheld or
conditioned, in the CITY's sole discretion.
29. AMENDMENTS
Any alterations, amendments, variations, modifications, extensions or waivers of
provisions of this Agreement shall only be valid when they have been reduced to writing, duly
approved and signed by all Parties hereto. Approval of any amendment, alteration, variation,
modification, extension or waiver of provisions by the CITY can only be affected by duly enacted
resolution of the City Commission.
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30. AUTONOMY & INDEPENDENCE
The Parties agree that this Agreement does not create or recognize any partnership, joint
venture, or any other kind of organizational relationship among the Parties hereto. Each Party
hereto acknowledges the independence and autonomy of the other Party hereto.
31. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS
PROVIDER understands that agreements between private entities and local governments
are subject to certain laws and regulations, including laws pertaining to public records, conflict of
interest, record keeping, etc. CITY and PROVIDER agree to comply with and observe all
applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be
amended from time to time.
32. MISCELLANEOUS PROVISIONS
a. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
b. Title and paragraph headings are for convenient reference and are not a part ofthis
Agreement.
c. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver
shall be effective unless made in writing by the authorized representative of each
Party.
d. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal
or otherwise unenforceable under the laws of the State of Florida or the City, such
provision, paragraph, sentence, word or phrase shall be deemed modified to the
extent necessary in order to conform with such laws, or if not modifiable, then same
shall be deemed severable, and in either event, the remaining terms and provisions
of this Agreement shall remain unmodified and in full force and effect or limitation
of its use.
e. It is agreed that this Agreement was the product of arms -length give-and-take
negotiation, and that its terms were drafted jointly, such that if construction of any
term is necessary, it shall not be construed for or against either party as the drafter.
33. INDEMNIFICATION
PROVIDER shall indemnify, defend and hold harmless the CITY and its officials and
employees, for claims (collectively referred to as "Indemnitees") and each of them from and
against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or
liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person
or damage to or destruction or loss of any property arising out of, resulting from, or in connection
with (i) the negligent performance or non-performance of the services contemplated by this
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Agreement (whether active or passive) of PROVIDER or its employees or subcontractors
(collectively referred to as "PROVIDER") which is directly caused, in whole or in part, by any
act, omission, default or negligence (whether active or passive or in strict liability) of the
Indemnitees, or any of them, or (ii) the failure of the PROVIDER to conform to statutes,
ordinances, or other regulations or requirements of any governmental authority, local, federal or
state in connection with the performance of this Agreement even if it is alleged that the CITY, its
officials and/or employees were negligent. PROVIDER expressly agrees to indemnify, defend and
hold harmless the Indemnitees, or any of them, from and against all liabilities which may be
asserted by an employee or former employee of PROVIDER, or any of its subcontractors, as
provided above, for which the PROVIDER's liability to such employee or former employee would
otherwise be limited to payments under the state Workers' Compensation of similar laws.
PROVIDER further agrees to indemnify, defend and hold harmless the Indemnitees from and
against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order,
rule, regulation, condition, or requirement, related directly to PROVIDER's negligent performance
under this Agreement, compliance with which is left by this Agreement to PROVIDER, and (ii)
any and all claims, and/or suits for labor and materials furnished by PROVIDER or utilized in the
performance of this Agreement or otherwise.
PROVIDER'S obligations to indemnify, defend and hold harmless the Indemnitees shall
survive the termination/expiration of this Agreement.
PROVIDER understands and agrees that any and all liabilities regarding the use of any
subcontractor for providing services related to this Agreement shall be borne solely by
PROVIDER throughout the duration of this Agreement and that this provision shall survive the
termination or expiration of this Agreement, as applicable.
34. INSURANCE
At all times during the term hereof, the PROVIDER shall maintain insurance acceptable to
the CITY. Prior to commencing any activity under this Agreement, the PROVIDER shall furnish
to the CITY original certificates of insurance indicating that the PROVIDER is in compliance with
the provisions described in Exhibit "B" attached hereto and incorporated into this Agreement.
35. COUNTERPARTS: ELECTRONIC SIGNATURES
This Agreement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, and such counterparts shall together constitute but one and the
same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this
Agreement (whether by facsimile, PDF or other email transmission), which signature shall be
binding on the party whose name is contained therein. Any party providing an electronic signature
agrees to promptly execute and deliver to the other parties an original signed Agreement upon
request.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE; REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]
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IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE
EXECUTED BELOW THE SIGNATURES OF THE AUTHORIZED
REPRESENTATIVES OF THE PARTIES HERETO WHO ARE FULLY AND DULY
AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE
RESPECTIVE PARTIES HERETO:
CITY OF MIAMI, a municipal corporation SUNDARI FOUNDATION, INC.,
of the State of Florida a Florida not -for -profit organization
AR'IHUR NORIEGA V CONS'IANCE COLLINS
CITY MANAGER EXECUTIVE DIRECTOR &
CITY OF MIAMI, FLORIDA PRESIDENT
Date: Date:
Attest: Attest:
TODD B. HANNON
CITY CLERK
By:
Print Name:
Title:
APPROVED AS TO FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
VIC'IURIA MENDEZ ANN-MARIE SHARPE
CITY ATTORNEY RISK MANAGEMENT DEPARTMENT
APPROVED FOR SHELTER & TRANSITIONAL HOUSING PROGRAM:
By:
WILLIAM PORRO, DIRECTOR
HUMAN SERVICES DEPARTMENT
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Composite Exhibit "A"
The Sundari Foundation, Inc.'s evidence of its not -for -profit status in good standing
and
Authorizing Resolution of the Board of Directors of The Sundari Foundation, Inc.
as of , 20_
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Exhibit "B"
INSURANCE REQUIRMENTS FOR THE SUNDARY FOUNDATION, INC.
SHELTER PROGRAM
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
General Aggregate Limit
Personal and Adv. Injury
Products/Completed Operations
B. Endorsements Required
City of Miami listed as additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
$1,000,000
$ 2,000,000
$ 1,000,000
$ 1,000,000
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident
B. Endorsements Required
City of Miami listed as an additional insured
$ 1,000,000
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III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
Retro Date Included
V Umbrella Liability
Each Occurrence $1,000,000
Policy Aggregate $1,000,000
City of Miami listed as additional insured. Excess follow form over the
General liability and auto policies.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V" as to
Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are
subject to review and verification by Risk Management prior to insurance approval.
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