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RE .\
SHELTER PROGRAM AGREEMENT BETWEEN
THE CITY OF MIAMI
AND
CAMILLUS HOUSE, INC.
The Shelter Program Agreement between the City of Miami and Camillus House
(hereinafter, this "Agreement"), made and entered into on the day of
2018, by and between the CITY OF MIAMI, a Florida municipal corporation, whose
address is 3500 Pan American Drive, Miami, FL 33133 (hereinafter, the "CITY"), and
CAMILLUS HOUSE, INC. (FEIN#: 65-0032862), a not -for -profit corporation,
organized and existing under the laws of the State of Florida, having its principal office at
1603 NW 7th Avenue, 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 ofMiami, filed in the United States District
Court, Southern District of Florida, Case No.: 88-2406-Civ-Moreno (hereinafter, the
"Pottinger Settlement Agreement"); and
WHEREAS, the Pottinger Settlement Agreement limits the ability of the CITY's
Police Department to enforce certain misdemeanor criminal activity referred to therein as
"Life Sustaining Conduct" misdemeanors, committed by a "homeless person" if there is no
Available Shelter; and
WHEREAS, the CITY, in furtherance of its continuing commitment to assist
homeless persons within the jurisdictional boundaries of the City of Miami, and its desire
to comply with 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 seventy-five (75)
beds in one or more of its facilities and to provide associated services, thus creating a
distinct program for the CITY; and
WHEREAS, the PROVIDER will set aside at least ten (10) program beds per day
for single night use to be utilized as a "Pottinger Bed" and sixty-five (65) program beds to
be used as "Pottinger Extended Stay Beds," as defined herein; and
WHEREAS, the Miami Downtown Development Authority ("DDA") has agreed
to provide a payment of $40,000 for the Program payable in a lump sum upon receipt of
invoice; and
WHEREAS, the Omni Community Redevelopment Agency has agreed to provide
a payment of $175,000 for the Program; and
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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 it is defined in the
Pottinger Settlement Agreement, i.e., a shelter for a period of at least 24 hours, 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 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 Program (hereinafter, the "Program") is defined
as the seventy-five (75) beds, and associated services, procured by the CITY from the
PROVIDER within the Camillus House Norwegian Cruise Line Campus Emergency
Shelter system, to be used as temporary shelter, which meet 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 by City of Miami Police
Officers, or employees of the Department of Veteran Affairs and Homeless ("Department")
transporting on behalf of City of Miami Police, pursuant to the terms of this Agreement.
The term "Homeless Coordinator" is defined as the Director of the Department,
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: (a) 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 Fla. Stat., or sexual predator under section
775.215, Fla. Stat., or Sections 21-277 to 21-21285, Miami -Dade County Code, is excluded
from the definition of a Homeless Person.
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The term "Participant" shall mean a Homeless Person who has been referred into
the Program.
The term the "Parties" is defined as the CITY and the PROVIDER.
The term "Perimeter" is defined as the buffer zone running along the private
property line of the facility and extending 100 feet into the public right-of-way (including
streets, sidewalks and swales).
The term "Pottinger bed" is defined in this Agreement as a shelter bed available
as Available Shelter for a period of at least twenty-four (24) hours after placement . These
beds shall be set aside by the PROVIDER for placement of Homeless Persons by City of
Miami Police Officers, in order to facilitate enforcement of certain misdemeanor criminal
activity referred to as "Life Sustaining Conduct Misdemeanors" as defined in the Pottinger
Settlement Agreement.
The term "Pottinger Extended Stay Bed" is defined in this Agreement as a shelter
bed available as Available Shelter for a period longer than 24 hours.
3. PURPOSE:
The purpose of this Agreement is to maintain the City of Miami Shelter Program,
with seventy-five (75) beds located in a Camillus facility (hereinafter "the facility"),
ensuring a safe sleeping accommodation for the Homeless Persons 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 24 hours per day, 7 days per week, throughout the term of this Agreement, and
available to both male and female Homeless Persons.
4. TERM
The term of this Agreement shall be for a period of one (1) year, commencing
retroactively on October 1, 2017, and expiring on September 30, 2018, unless terminated
earlier as provided in this Agreement. Unless earlier terminated as provided in Paragraph
21, at the sole option of the CITY (but only with prior City Commission approval), 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 $700,000.00. This amount is payable in twelve (12) monthly
installments of $58,333.33 each. Monthly installments are due on the first of each month
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commencing retroactively on November 1, 2017, 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 referred to the
Program 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;
e. Participation in the other routine services of the Camillus House Day Center
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 75 beds;
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. A dog kennel;
xi. Personnel property storage; and
xii. Basic personal hygiene products available at no cost, such as soap,
shampoo, tooth paste, toothbrush etc.
7. MEDICAL
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It is the responsibility of the PROVIDER's staff to recognize if a Homeless Person
has a serious medical condition requiring attention and/or if there is a medical emergency.
In either case, PROVIDER's staff shall dial 9-1-1 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
City of Miami Police and the Department with updated availability counts for Pottinger
Extended Stay 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
Only a City of Miami Police Officer, or an employee of the Department who is
transporting a Homeless Person on behalf of a City of Miami Police Officer, 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 of Miami Police Officer. The 'case
card' shall include the officer's name and IBM number. Without the possession of a 'case
card' at the facility's intake desk, PROVIDER's staff members are prohibited from
accepting the Homeless Person into the Program.
The PROVIDER shall not permit placement of any Homeless Persons into the
Program under the following circumstances:
a. Unless the Camillus House Program Intake Information form 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.
pose 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 Pottinger beds.
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The Homeless Coordinator shall notify the Provider Liaison no less than 24 hours prior to
the time the Pottinger beds, or additional Pottinger Beds, are required to be available. To
that end, the Provider Liaison shall provide the City of Miami Police Department and the
Department with a spreadsheet, via electronic mail at 9:00 a.m. and at 5 p.m. daily, advising
of the bed count of available Pottinger Extended Stay Beds and available Pottinger beds.
The City of Miami Police Department and 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 City of Miami Police Department and the Department may obtain the count
of available Pottinger Extended Stay 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 sixty-five (65) Pottinger Extended Stay
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. 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 seventy-five (75) beds in the Program are for
sole use by the CITY pursuant to the terms of this Agreement and in consideration for
CITY's monthly 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 of Pottinger Beds and Pottinger Extended Stay Beds filled,
the length of stay for each Participant, the number of daily Program bed vacancies, and
placements by placement source (e.g. City of Miami Police or Department staff
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transporting on their behalf). The report shall be provided, via email, on the 10`1' day of
each month to the CITY and the DDA.
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 Pottinger bed or a non-
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 IBM number of the officer from the City
of Miami Police Department who referred the Homeless Person to the Program,
and the name and IBM number of the officer who transported the Homeless Person
(if different from placement officer), or the name and employee number of the City
of Miami 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.
15. INTAKE INFORMATION FORM
The PROVIDER shall enter the client into the 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 `Camillus House' or `Other'
entity with a blank space to make a notation of the entity that secured the personal
property.
b. Each Intake Package shall list the PROVIDER's general rules and prohibited items
and the scope of available services.
c. The Intake Package should be signed and dated by the Homeless Person to be
placed into the Program but is not mandatory as a condition for placement in the
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Program. Should the Homeless Person refuse to sign the Program Intake Package,
the PROVIDER's staff member shall note `REFUSAL' on the signature space
provided.
d. The 'case card' provided by the referring or transporting City of Miami police
officer must be given to the PROVIDER and maintained for the length of time that
the Intake Package is stored.
e. The PROVIDER shall make any and all Intake Packages completed pertaining to
the Program available to the Homeless Coordinator upon request.
f. PROVIDER shall keep and maintain all Intake Package 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 10:00
p.m. to 6:00 a.m. curfew on participants of the Program;
b. PROVIDER shall post the appropriate "No Loitering" signs on the Perimeter of the
facility;
c. PROVIDER shall ensure that no Program participant who leaves the facility during
the period 7:00 a.m. until 10:00 p.m., loiters or congregates within 1,000 feet of 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;
e. PROVIDER shall employ, to patrol the facility and its surrounding areas, and to
keep the perimeter clear: (i) at least one (1) off -duty City of Miami police officer
between 6:45 a.m. to 8:45 a.m., each day; and (ii) a security guard for those hours
not patrolled by an off -duty officer.
f. PROVIDER shall maintain an adequate number of trash receptacles;
g. PROVIDER shall maintain the facility in pristine condition, and routinely police
the perimeter of the property, no less than twice daily, to make sure no litter or
unattractive conditions exist.
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.
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18. ELIGIBILITY
The PROVIDER understands that Program shall be open to any Homeless Person
residing within the jurisdictional boundaries of the City of Miami, and who is placed in the
Program by a City of Miami Police Officer, who meets the criteria under the Pottinger
Settlement Agreement, and who is at least 18 years of age or older. Under no circumstances
may a Homeless Person be transported from another jurisdiction (e.g., from outside the
City of Miami), or transported from another shelter facility (within or outside the City of
Miami), 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 2nd of the month, then 29/30 of the monthly payment made on
the 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: In the event of a
dispute, 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 their disputes in court.
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 notice of
termination shall be prorated on a daily basis, if the remaining time is less than one month.
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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
or hand delivered to the addresses set forth below, and shall be deemed to have been served
and given (the "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:
Emilio T. Gonzalez, PhD.
City Manager
3500 Pan American Drive
Coconut Grove, FL 33133
FOR CAMILLUS HOUSE, INC.:
Hilda M. Fernandez,
CEO Camillus House
1603 NW 7th Avenue,
Miami, FL 33136
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
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 at all times remain the property of the CITY.
PROVIDER agrees not to use any such information, document, report or use such material
for any other purpose whatsoever without the written consent of CITY, which may be
withheld or conditioned by the CITY in its sole discretion.
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
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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 18-55.2 of the Code of the City of
Miami, Florida, as same may be amended or supplemented, from time to time.
25. PUBLIC RECORDS
a. 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 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.
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 as a third party beneficiary.
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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 effected
by duly enacted resolution of the City Commission.
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
of this 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.
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 of Miami, such provision, paragraph, sentence, word or phrase shall
be deemed modified to the extent necessary in order to conform with such
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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.
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 CAMILLUS HOUSE, INC.
EMILIO T. GONZALEZ, PHD. HILDA M. FERNANDEZ
CITY MANAGER CEO
CITY OF MIAMI, FLORIDA — - CAMILLUS HOUSE, INC.
Date: Date:
Attest:
TODD B. HANNON
CITY CLERK
APPROVED AS TO FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
VICTORIA MENDEZ ANN-MARIE SHARPE
CITY ATTORNEY RISK MANAGEMENT
Page 13 of 13
SUBSTITUTED
SHELTER PROGRAM AGREEMENT BETWEEN
THE CITY OF MIAMI
AND
CAMILLUS HOUSE, INC.
The Shelter Program Agreement between the City of Miami and Camillu ouse
(hereinafter, this "Agreement"), made and entered into on the day of
2018, by and between the CITY OF MIAMI, a Florida municipal corporon, whose
address is 3500 Pan American Drive, Miami, FL 33133 (hereinafter, the CITY"), and
CAMILLUS HOUSE, INC. (FEIN#: 65-0032862), a not-for-pr•.` t corporation,
organized and existing under the laws of the State of Florida, having it •rincipal office at
1603 NW 7th Avenue, Miami, Florida 33136 (hereinafter, the "PR • IDER"), states the
terms and conditions agreed to by the Parties as follows:
WITNESSETH
WHEREAS, the CITY is a party to a Settlement A ; eement, as amended, resolving
a lawsuit styled, Michael Pottinger, et al. v. City ofMia filed in the United States District
Court, Southern District of Florida, Case No.: 88 / 406-Civ-Moreno (hereinafter, the
"Pottinger Settlement Agreement"); and
WHEREAS, the Pottinger Settlement
Police Department to enforce certain misde
"Life Sustaining Conduct" misdemeanors,
"available shelter"; and
greement limits the ability of the CITY's
anor criminal activity referred to therein as
mmitted by a "homeless person" if there is no
WHEREAS, the CITY, in urtherance of its continuing commitment to assist
homeless persons within the jurisctional boundaries of the City of Miami, and its desire
to comply with the Pottinger Se ement Agreement, wishes to procure and make available
shelter beds to homeless pers'. s in the CITY's homeless population; and
WHEREAS, the . ' OVIDER has the capacity to accommodate seventy-five (75)
beds in one or more •.' its facilities and to provide associated services, thus creating a
distinct program for e CITY; and
WHER S, the PROVIDER will set aside at least ten (10) Program beds per day,
for single nig use, to be utilized as a Pottinger bed' upon the terms set forth herein; and
N THEREFORE, in consideration of the mutual terms, conditions, promises,
and cov nants hereinafter set forth, the CITY and the PROVIDER further agree as follows:
RECITALS:
The foregoing recitals are incorporated herein by reference.
Page 1 of 14
SUBSTITUTED
2. DEFINITIONS:
The term "available shelter" is defined in this Agreement as it is defined in the
Pottinger Settlement Agreement, i.e., a shelter for a period of at least 24 hours, with a be
at no cost to the homeless person, that treats homeless persons with dignity and resp t,
imposes no religious requirements, and, unless agreed to by the homeless person, do= not
impose involuntary substance abuse or mental health treatment as a condition for elter.
The term "banned individual" is defined as a homeless person not •ligible for
services under this Agreement as determined in the sole discretion of the P' • VIDER.
The term "Homeless Coordinator" is defined as the Director of e Department of
Homeless and Veteran Affairs who shall serve as the contract coordi
The term "homeless person" is defined in this Agreem
Pottinger Settlement Agreement, i.e., an individual is consider
or she "lacks a fixed, regular, and adequate night time resid
time residency that is: (a) a supervised publicly or privat
provide temporary living accommodations; (b) an ins
residence for individuals intended to be institutionali
not designed for, or ordinarily used as, a regular
beings. The term `homeless person' does not inc
detained pursuant to an Act of Congress or a st
An officer is allowed to make reasonable inq
as modified in the Addendum to the Pottin
as a registered sex offender under sectio
775.215, Fla. Stat., or Sections 21-277
from the definition of a "homeless p
The term City of Miami
as the seventy-five (75) bed
PROVIDER within the C
Shelter system , to be use
shelter" under the Pot
facilities for the sole
are referred exclus
Miami Police 0
tor.
t as it is defined in the
a "homeless person" if he
ce and has a primary night-
y operated shelter designed to
ution that provides a temporary
ed; or (c) a public or private place
sleeping accommodation for human
de any person imprisoned or otherwise
e law." 42 U.S.C. §11301, et seq. (1994).
to make this determination. Furthermore,
r Settlement Agreement, any person identified
75.21 Fla. Stat., or sexual predator under section
21-21285, Miami -Dade County Code, is excluded
son".
Shelter Program (hereinafter, the "Program") is defined
and associated services, procured by the CITY from the
illus House Norwegian Cruise Line Campus Emergency
as temporary shelter, which meet the requirements of "available
ger Settlement Agreement, located at one of the PROVIDER's
se of homeless persons who are residents of the City of Miami, who
ely by City of Miami Community Outreach Specialists and/or City of
icers pursuant to the terms of this Agreement.
The -rm "Pottinger Extended Stay bed" is defined in this Agreement as a shelter
bed avail, .le as "available shelter", for a period longer than 24 hours.
The term "participant" shall mean a homeless person who has been referred into
the .'rogram.
The term the "Parties" is defined as the CITY and the PROVIDER.
Page 2 of 14
SUBSTITUTED
The term "perimeter" is defined as the buffer zone running along the private
property line of the facility and extending 100 feet into the public right-of-way (including
streets, sidewalks and swales).
The term "Pottinger bed" is defined in this Agreement as a shelter bed avail •le
as "available shelter" for a period of at least twenty-four (24) hours. These beds s r .11 be
set aside by the PROVIDER for placement of homeless persons by City of Mia p Police
Officers, in order to facilitate enforcement of certain misdemeanor crimi activity
referred to as "Life Sustaining Conduct Misdemeanors" as defined in e Pottinger
Settlement Agreement.
3. PURPOSE:
The purpose of this Agreement is to maintain the City of ► iami Shelter Program,
with seventy five (75) beds located in a Camillus facility (. -reinafter "the facility"),
ensuring a safe sleeping accommodation for the homeless r -rsons served, meeting the
requirements of "available shelter" under the Pottinger Se ement Agreement, including
associated services described below, and which allows or the placement of homeless
persons 24 hours per day, 7 days per week, througho the term of this Agreement, and
available to both male and female homeless persons.
4. TERM
The term of this Agreement shall
retroactively on October 1, 2017, and ex
earlier as provided in this Agreement.
21, at the sole option of the CITY
Agreement may be extended annu
by the CITY giving thirty (30) da
September 30th expiration date
by August 31st).
5. COST
(
for a period of one (1) year, commencing
ing on September 30, 2018, unless terminated
nless earlier terminated as provided in Paragraph
t only with prior City Commission approval), this
y, from year-to-year, for future one (1) year periods,
s notice in writing to the PROVIDER prior to the annual
i.e., by the CITY giving written notice to the PROVIDER
The maxi um annual amount payable by the CITY to the PROVIDER for the
Program shall .t exceed a total amount of $700,000.00. This amount is payable in twelve
(12) monthly ' stallments of $58,333.33 each. Monthly installments are due on the first of
each montcommencing November 1, 2017, unless this Agreement is terminated, as
otherwise, provided in this Agreement, before any monthly due date.
SERVICES
PROVIDER shall provide associated services to homeless persons referred to the
Program which will include, but are not limited to:
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SUBSTITUTED
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 servi s
(i.e., independent living skills preparation, etc.);
d. Access to basic health, substance abuse, and/or mental health scree 'ng on
a voluntary basis;
e. Participation in the other routine services of the Camillus House 5 ay Center
program, including but not limited to, access to: show rs, clothing
exchange, toilet facilities, mail room, library, computers, e ctrical outlets,
telephones, socialization, and other recreational activitie
f. Assistance to receive entitlement benefits (i.e., SSI, V: , TANF, Medicaid
and other entitlements), referral to educational, recr-..'ional and vocational
services as appropriate, and referral to transition and/or advanced care
housing;
g. The PROVIDER warrants that the following . enities and services will be
provided to homeless persons referred to th- 'rogram:
i. Space sufficient to accommodate beds;
ii. Organized sleeping arrangemen ,
iii. Personnel employed by PRO ' IDER that shall provide necessary
care;
iv. Functioning restrooms;
v. Electricity to provide li . t;
vi. A potable water sour. - or space to accommodate water;
vii. Staff personnel as quate to maintain a safe environment at the
facility;
viii. Adequate sup ' ies necessary to comply with all terms of this
Agreement;
ix. Appropri. -- medical care and supplies when necessary, and within
the sco . ' of PROVIDER's competence, in its sole discretion;
x. Ado: ennel;
xi. Per •nnel property storage; and
xii. B : sic personal hygiene products available at no cost, such as soap,
hampoo, tooth paste, toothbrush etc.
7.
ICAL
It is t - responsibility of the PROVIDER's staff to recognize if a homeless person
has a serio medical condition requiring attention and/or if there is a medical emergency.
In either ase, PROVIDER's staff shall dial 9-1-1 to request rescue services.
SIGNAGE
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SUBSTITUTED
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 ; contact
person (hereinafter the "Provider Liaison") whose responsibility will include p viding the
CITY with updated availability counts for Pottinger Extended Stay beds ; nd Pottinger
beds, an updated list of banned individuals when requested, and other d es as specified
in this Agreement.
10. TRANSFERS TO A NON -PROGRAM BED
The PROVIDER may offer a homeless person placed i ' the Program the option to
be voluntarily transferred into a more transitional or perma• nt environment or program,
as long as the placement is with the consent of the homel- s person being transferred out
of the Program. Any consenting homeless person tran '-rred out of the Program will not
be considered governed by this Agreement.
11. TRANSFERS TO A POTTING ' ' EXTENDED STAY BED
A homeless person placed in a Pottin er bed who can benefit from, and/or requests
additional services, may be transferred to o e of the sixty-five (65) Pottinger Extended Stay
beds on a first -come first -serve basis bject to bed availability. If requested by the
PROVIDER, and approved by the CI , extensions of the length of stay beyond sixty (60)
days may be granted based on writ approval.
12. EXCLUSIVE
The PROVIDER u derstands that all seventy-five (75) beds in the Program are for
sole use by the CITY p..rsuant to the terms of this Agreement and in consideration for
CITY's monthly pay ► -nts referenced herein. Accordingly, PROVIDER shall not use any
of the beds in the P •gram as an extension of PROVIDER's other shelter program(s), and
shall not collect - y fees directly from a homeless person occupying a Program bed, or
collect any mo► -y from another source for use of any Program bed. Furthermore, the use
of any Progrbed shall not be sold, given, or granted to any third person or entity during
the term o is Agreement.
13. INFORMATION DATABASE
The PROVIDER shall maintain a computer database containing information
ertaining to each homeless person placed into the Program as follows:
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SUBSTITUTED
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 Progra
with all dates, indicate whether homeless person occupies a Pottinger bed or a n
Pottinger bed, whether the homeless person is a `banned individual' from s ter,
and whether the individual was voluntary placed into more permanent shelt. The
data entry shall also include the name and IBM number of the officer fro the City
of Miami Police Department who referred the homeless person to the P •gram, and
the name and IBM number of the officer who transported the home ss person (if
different from placement officer), or the name and employee num . r of the City of
Miami Community Outreach Specialist who transported the ho ess person to the
facility. The PROVIDER shall make any and all records cre. -d pertaining to the
Program, including all computer database information, searchable format,
organized, available for print in spreadsheet format, and . 'ailable to the Homeless
Coordinator upon request via the HMIS system.
b.
The PROVIDER must maintain and update their 1.
banned individuals. The PROVIDER shall make
of banned individuals from the Program ava
upon request. The list of banned individual
name, date of birth, sex, and duration of b
keep and maintain any records or lists o
than five (5) years.
14. INTAKE INFORMATI
of homeless persons who are
ny and all current and active lists
ble to the Homeless Coordinator
ust contain the banned individual's
from the Program. PROVIDER shall
anned individuals for a period of no less
FORM
The PROVIDER shall enter e client into the HMIS. The Provider shall provide
each homeless person entering th rogram with an `Intake Package':
a. The Intake Package ill include a storage form to memorialize whether the
homeless person's p •rsonal property was secured by `Camillus House' or `Other'
entity with a blan space to make a notation of the entity that secured the personal
property.
b. Each Intak: ' ackage shall list the PROVIDER's general rules and prohibited items
and the s ope of available services.
c. The take Package should be signed and dated by the homeless person to be placed
in • the Program but is not mandatory as a condition for placement in the Program.
ould the homeless person refuse to sign the Program Intake Package, the
PROVIDER's staff member shall note `REFUSAL' on the signature space
provided.
d. The 'case card' provided by the referring or transporting City of Miami police
officer must be given to the PROVIDER and maintained for the length of time that
the Intake Package is stored.
Page 6 of 14
SUBSTITUTED
e. The PROVIDER shall make any and all Intake Packages completed pertaining to
the Program available to the Homeless Coordinator upon request.
f. PROVIDER shall keep and maintain all Intake Package for a period of no less
five (5) years.
15. ADMISSION INTO THE PROGRAM
Only a City of Miami Police Officer, or a City of Miami Comm ity Outreach
Specialist who is transporting a homeless person on behalf of a Police Of er, can place a
homeless person into the Program. Homeless persons referred to the Program will be given
a 'case card' by the referring or transporting City of Miami Police Off er. The 'case card'
shall include the officer's name and IBM number. Without the pos• -ssion of a 'case card'
at the facility's intake desk, PROVIDER's staff members are pro ' sited from accepting the
homeless person into the Program.
The PROVIDER shall not permit placement of - y homeless persons into the
Program:
a. Unless the Camillus House Program take Information form has been
completed;
b. If the homeless person is a sexual offeder;
c. If the homeless person is a sexual pr-dator;
d. If the homeless person has any ty p of active/open warrant(s); or
e. If the homeless person is on PR' IDER's list of banned individuals.
f. If the homeless person canna take care of themselves (i.e., must be able to
ambulate on their own, in ding showering on their own, not require
comprehensive health servic:., etc.)
g. If the homeless person . ows signs of violent/aggressive behavior (e.g. pose a
danger to self or others), at would more appropriately require placement in a crisis
stabilization unit.
Depending o e needs of the CITY on any given day, the CITY may, contact the
Provider Liaison t. eserve and allocate an additional or lesser number of Pottinger beds.
To that end, the P ovider Liaison shall provide the CITY with a spreadsheet, via electronic
mail at 8:00 a . and at 5 p.m. daily, advising of the bed count of available Pottinger
Extended St beds and available Pottinger beds. On weekends and holidays the CITY
may obtai . the bed count of available Pottinger Extended Stay beds and Pottinger beds by
contacti ► : the PROVIDER's dedicated Program telephone number.
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
Page 7 of 14
SUBSTITUTED
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.
b.
c.
d.
e.
f.
g.
PROVIDER shall, through the promulgation of its rules, seek to enforce a 10:
p.m. to 6:00 a.m. curfew on participants of the Program. (
PROVIDER shall post the appropriate "No Loitering" signs on the perimete
facility;
PROVIDER shall ensure that no Program participant who leaves the fac
the period 7:00 a.m. until 10:00 p.m., loiters or congregates within 1,0
facility - a participant's violation of this facility rule two (2) time
(30) day period shall cause the shall cause the PROVIDER to ad
list of banned individuals for a minimum of sixty (60) days.
PROVIDER shall prohibit alcohol, drugs, fighting, an
potentially violent behavior - a participant's violation of thi
the PROVIDER to add the violator to its list of banned •
PROVIDER shall employ, to patrol the facility and
keep the perimeter clear: (i) at least one (1) off -du
between 6:45 a.m. to 8:45 a.m., each day; and (ii
not patrolled by an off -duty officer.
PROVIDER shall maintain an adequate num
PROVIDER shall maintain the facility in
the perimeter of the property, no less t
unattractive conditions exist.
n
f the
ity during
0 feet of the
ithin a thirty
e violator to its
all threatening or
facility rule shall cause
dividuals;
surrounding areas, and to
City of Miami police officer
a security guard for those hours
er of trash receptacles;
ristine condition, and routinely police
twice daily, to make sure no litter or
17. HOMELESS PERSON TH DISABILITY
The PROVIDER shall make t ' appropriate accommodations necessary for any and
all homeless persons with disabilif s who are referred to the Program in compliance with
the Americans with Disabilities , ct.
18. ELIGIBILI
The PROVIDE understands that Program shall be open to any homeless person
residing within the ju sdictional boundaries of the City of Miami, and who is placed in the
Program by a Mia ► Police Officer, who meets the criteria under the Pottinger Settlement
Agreement, and ,ho is at least 18 years of age or older. Under no circumstances may a
homeless pers, transported from another jurisdiction (e.g., from outside the City of
Miami), or t . nsported from another shelter facility (within or outside the City of Miami),
be permitt-1 to participate in the Program.
19. DEFAULT
If PROVIDER fails to comply with any term or condition of this Agreement, or
ails 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
Page 8 of 14
SUBSTITUTED
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 t
Agreement. Upon termination, the CITY no longer has the obligation to make the mo ly
payments to the PROVIDER, and the previous monthly payment shall be refunded ' the
PROVIDER to the CITY on a prorate basis based on the date of termination. For ample,
if termination occurs on the 2nd of the month, then 29/30 of the monthly payme r made on
the 1st of the month shall be refunded to the CITY by the PROVIDER. ' ' OVIDER
understands and agrees that termination of this Agreement under this se' ion shall not
release PROVIDER from any obligation accruing prior to the effective da of termination.
20. RESOLUTION OF CONTRACT DISPUTES
Any disputes among the parties, shall be resolved as f• ows: In the event of a
dispute, the parties shall use their best efforts to informally solve their dispute. If the
parties cannot informally resolve the dispute, either par may request non -binding
mediation, which mediation shall be attended by repres• tatives of both parties with a
certified mediator chosen by the parties. If the mediate declares an impasse, after a full -
day of mediation, either party may then demand bin.g arbitration. The arbitration shall
be conducted under the AAA Commercial Rul , and the arbitration panel shall be
composed of a single arbitrator. The arbitration s P .11 be held in Miami, Florida. The parties
expressly waive their right to litigate their disp . tes in court.
21. TERMINATION RIGH
The CITY shall have the right • terminate this Agreement, in its sole discretion, at
any time, by giving written notice t% PROVIDER at least forty-five (45) days prior to the
effective date of such termina ' •n. Any monthly payment due following notice of
termination shall be prorated o . a daily basis, if the remaining time is less than one month.
In no event shall the CITY b - iable to PROVIDER for any additional compensation, other
than that provided herein, •r for any consequential or incidental damages. PROVIDER
shall have the right to to ► inate this Agreement, in its sole discretion, at any time, by giving
written notice to the Y at least forty-five (45) days prior to the effective date of such
terminati on.
or hand
and gi
the
re
22. ► I TICE
It is . nderstood and agreed amongst the Parties that written notice shall be mailed
ivered to the addresses set forth below, and shall be deemed to have been served
n (the "effective date"): (a) if delivered by hand, to the address listed below, on
e received; or (b) if delivered by U.S. Mail, and sent by certified mail, return receipt
ested, on the date received. The Parties designate the following addresses for notice:
FOR CITY OF MIAMI: FOR CAMILLUS HOUSE, INC.:
Emilio T. Gonzalez, PhD. Hilda M. Fernandez,
Page 9 of 14
SUBSTITUTED
City Manager
3500 Pan American Drive
Coconut Grove, FL 33133
CEO Camillus House
1603 NW 7th Avenue,
Miami, FL 33136
Either party may at any time designate a different address and/or contact pers
giving written notice as provided above to the other party. Such notices shall be
given upon receipt by the addressee.
23. OWNERSHIP OF DOCUMENTS
PROVIDER understands and agrees that any information, docu
other material whatsoever, including but not limited to database
Forms, or which is otherwise obtained or prepared by PROVIDER
terms of this Agreement is and shall at all times remain th
PROVIDER agrees not to use any such information, document
for any other purpose whatsoever without the written con
withheld or conditioned by the CITY in its sole discretion
24. AUDIT AND INSPECTION RIGH
nt
by
eemed
ent, report or any
r= ords and/or Intake
rsuant to or under the
property of the CITY.
eport or use such material
of CITY, which may be
The CITY may, at reasonable times, a for a period of up to five (5) years
following the date of final payment by the CI ' to PROVIDER under this Agreement,
audit, or cause to be audited, those books ane ecords of PROVIDER which are related to
PROVIDER's performance under this Agr: 'ment. PROVIDER agrees to maintain all such
books and records at its principal place o' .usiness for a period of five (5) years after final
payment is made under this Agreeme
The CITY may, at reason.. e times during the term hereof, inspect PROVIDER's
facilities and perform such test , as the CITY deems reasonably necessary, to determine
whether the goods or servis required to be provided by PROVIDER under this
Agreement conform to the rms hereof, if applicable. PROVIDER shall make available
to the CITY all reasonab facilities and assistance to facilitate the performance of tests or
inspections by CITY r' .resentatives. All tests and inspections shall be subject to, and
made in accordance ith, the provisions of Section 18-55.2 of the Code of the City of
Miami, Florida, as .ame may be amended or supplemented, from time to time.
25. ' UBLIC RECORDS
a. PROVIDER understands that the public shall have access, at all reasonable
times, all documents and information pertaining to CITY Agreements, subject to the
provi • ons of Chapter 119, Florida Statutes, and agrees to allow access by the CITY and
the .ublic to all documents subject to disclosure under applicable laws. PROVIDER's
f ure or refusal to comply with the provisions of this section shall result in the immediate
ancellation of this Agreement by the CITY.
Page 10 of 14
SUBSTITUTED
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 wou
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 disclos e are
not disclosed except as authorized by law; (4) meet all requirements for retainin public
records and transfer, at no cost, to the CITY all public records in its posse on upon
termination of this Agreement and destroy any duplicate public records that a'- exempt or
confidential and exempt from disclosure requirements; and, (5) provide al electronically
stored public records that must be provided to the CITY in a format co , • atible with the
CITY's information technology systems. Notwithstanding the fore! .ing, PROVIDER
shall be permitted to retain any public records that make up part of it- ork product solely
as required for archival purposes, as required by law, or to evide e compliance with the
terms of the Agreement.
26. INTEGRATION CLAUSE
This Agreement incorporates and includes all
conversations, agreements, and understandings appli
and the Parties agree that there are no commit
concerning the subject matter of this Agreement
Accordingly, the Parties agree that no deviatio
upon any prior representations or agreement
p ' or negotiations, correspondence,
le to the matters contained herein,
ents, agreements or understandings
at are not contained in this document.
from the terms hereof shall be predicated
whether oral or written.
27. NO THIRD PARTY B EFICIARIES
There are no express or imied third party beneficiaries to this Agreement. No
homeless persons who may obt. n shelter or services under this Agreement shall be
considered as a third party ben-' ciary.
28. ASSIGN
This Agreeme shall not be assigned by PROVIDER, in whole or in part, without
the prior written co ent of the CITY, by resolution of the City Commission, which may
be withheld or co 4itioned, in the CITY's sole discretion.
29. AMENDMENTS
A► alterations, amendments, variations, modifications, extensions or waivers of
provisis of this Agreement shall only be valid when they have been reduced to writing,
duly •proved and signed by all Parties hereto. Approval of any amendment, alteration,
var . ton, modification, extension or waiver of provisions by the CITY can only be effected
duly enacted resolution of the City Commission.
30. AUTONOMY & INDEPENDENCE
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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 heret
31. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAW
PROVIDER understands that agreements between private entities - d local
governments are subject to certain laws and regulations, including laws pertain' g to public
records, conflict of interest, record keeping, etc. CITY and PROVIDER a: ee to comply
with and observe all applicable federal, state and local laws, rules, regulons, codes and
ordinances, as they may be amended from time to time.
32. MISCELLANEOUS PROVISIONS
a. This Agreement shall be construed and enforc
the State of Florida.
according to the laws of
b. Title and paragraph headings are for con nient reference and are not a part
of this Agreement.
c. No waiver or breach of any provi on of this Agreement shall constitute a
waiver of any subsequent breac , of the same or any other provision hereof,
and no waiver shall be effecti - unless made in writing.
d. Should any provision, pa ; graph, sentence, word or phrase contained in this
Agreement be determi d by a court of competent jurisdiction to be invalid,
illegal or otherwise enforceable under the laws of the State of Florida or
the City of Miami, ch provision, paragraph, sentence, word or phrase shall
be deemed mod ed to the extent necessary in order to conform with such
laws, or if no modifiable, then same shall be deemed severable, and in
either event the remaining terms and provisions of this Agreement shall
remain u odified and in full force and effect or limitation of its use.
e. It is .:reed that this Agreement was the product of arms -length give-and-
tak, negotiation, and that its terms were drafted jointly, such that if
c.nstruction of any term is necessary, it shall not be construed for or against
either party as the drafter.
IN WIT" ESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE
EXEC ED BELOW THE SIGNATURES OF THE AUTHORIZED
REP SENTATIVES OF THE PARTIES HERETO WHO ARE FULLY AND
D Y AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE
'1 SPECTIVE PARTIES HERETO:
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SUBSTITUTED
CITY OF MIAMI CAMILLUS HOUSE, INC.
EMILIO T. GONZALEZ, Ph.D. HILDA M. FERNANDEZ
CITY MANAGER CEO
CITY OF MIAMI, FLORIDA CAMILLUS HOUSE, INC
Date: Date:
Attest:
TODD B. HANNON
CITY CLERK
APPROVED AS TO FORM A ' ROVED AS TO INSURANCE
AND CORRECTNESS: QUIREMENTS:
VICTORIA MENDEZ ANN-MARIE SHARPE
CITY ATTORNEY RISK MANAGEMENT
Page 13 of 14