HomeMy WebLinkAboutBack-Up Document - Draft AgreementSHELTER PROGRAM AGREEMENT BETWEEN
THE CITY OF MIAMI
AND
THE SUNDARI FOUNDATION INC
This Shelter Program Agreement (hereinafter, this "Agreement"), made and
entered into on the day of , 20_ , 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 office 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"); and
WHEREAS, the CITY, in furtherance of its continuing commitment to assist
homeless persons within its jurisdictional boundaries, 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 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
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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 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 Depaittnent of
Human Services ("Department"), 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 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 City of Miami Shelter and
Transitional Housing Program, with available beds located in the Lotus House facility
(hereinafter "the Facility"), ensuring a safe sleeping accommodation for the Homeless
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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 (24) hours per day, seven (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, 2019, and expiring on September 30, 2020, 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). The City shall have the right to an option of up to five (5) one (1) year
renewals subject to the availability of funds and budgetary approval.
5. COST
The maximum annual amount payable to the PROVIDER for the Program shall not
exceed a total amount of Seventy -Five Thousand Dollars ($75,000.00). 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 $23.36 per
bed for up to 60 days. Monthly reimbursements are due ten (10) days after the
Department's receipt of an invoice each month commencing retroactively on November 1,
2019, 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 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 Lotus House program,
including but not limited to, access to: showers, clothing exchange, toilet
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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. 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
It is the responsibility of the PROVIDER's staff to recognize 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 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
Depaitinent with updated availability counts for available Program beds and Pottinger
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Beds, an updated list of Banned Individuals when requested, and other duties as specified
in this Agreement.
10. ADMISSION INTO THE PROGRAM
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 not 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 the time 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
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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 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 l Oth 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
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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 `Lotus 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
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 employee 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 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
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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. PROVIDER shall ensure that no Program participant who leaves the facility 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 maintain an adequate number of trash receptacles;
f. 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.
18. ELIGIBILITY
The PROVIDER understands that Program shall be open to any Homeless Person
residing 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 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
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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.
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, City of Miami
3500 Pan American Drive
Miami, FL 33133
FOR SUNDARI FOUNDATION, INC.:
Constance Collins,
Executive Officer & President
217 NW 15th Street
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.
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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
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
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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 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 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
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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, 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 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,
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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 "A" attached hereto,
and incorporated into this Agreement.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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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 SUNDARI FOUNDATION, INC.
EMILIO T. GONZALEZ, PHD. CONSTANCE COLLINS
CITY MANAGER EXECUTIVE DIRECTOR &
CITY OF MIAMI, FLORIDA PRESIDENT
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
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