HomeMy WebLinkAboutExhibitAGREEMENT BETWEEN
THE CITY OF MIAMI
AND MIAMI-DADE STATE ATTORNEY'S OFFICE
THIS AGREEMENT (hereinafter the "Agreement"), made and entered into this
day of , 2019 ("Effective Date"), by and between The CITY OF MIAMI
("CITY"), a municipal corporation of the State of Florida, and MIAMI-DADE STATE
ATTORNEY'S OFFICE ("SAO") for the provision of specialized services to help individuals
overcome sex trafficking trauma; spread awareness and prevention of human trafficking in the
City by SAO's Rapid Response NET, a dedicated local State Attorney's Office Human Trafficking
Hotline # combined with a Stop Sex Trafficking Campaign in collaboration with the Miami Super
Bowl Host Committee, and The Miami -Dade Women' Fund leading up to, through and beyond,
Super Bowl LIV in Miami in February, 2020. The Agreement establishes the basis for mutual
understanding and cooperation between the parties and declares the parties' mutual interest in
pursuing the establishment of cooperative activities as set forth herein.
RECITALS
WHEREAS, the City of Miami ("City"), in furtherance of its commitment to improving
public safety within the jurisdictional boundaries of the City of Miami, wishes to support Miami -
Dade State Attorney's Office Rapid Response NET; and
WHEREAS, the state of Florida is ranked third in the U.S. for human trafficking and
Miami -Dade County is leading in incidences statewide, many children in City communities are
vulnerable and victimized; and
WHEREAS, Miami -Dade State Attorney's Office (SAO), is seeking funding in support
Rapid Response NET in the fight against human trafficking towards the on -going investigation
and prosecution of these crimes; and
WHEREAS, the Super Bowl has historically seen a huge increase in human trafficking,
and has been called the largest human trafficking event in the world; and
WHEREAS, for the 2020 Super Bowl in Miami, support Miami -Dade State Attorney's
Office Rapid Response NET is part of a large coalition of agencies corning together to address
human trafficking; and
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WHEREAS, the Stop Sex Trafficking Campaign is an unprecedented public awareness
and education drive. It is designed to strategically generate highly targeted and coordinated social
media, digital marketing, outdoor campaigns, and in -transit communications to activate a "super
force" of citizen, community, and corporate partner "see -and -report" responders. Responders are
educated to identify possible "victims hidden in plain sight," and report incidences to the Rapid
Response Net with the goal of recovering victims and providing them with essential services, such
as intake, placement, or relocation assistance, transportation to emergency shelters of other safe
locations, as well as coordinating with law enforcement and medical providers; and
WHEREAS, Hotlines are often the safest and most efficient tools for callers to access
emergency services. The campaign advertises and directs callers to a dedicated local State
Attorney's Office Human Trafficking Hotline Number operational 24 hours, 7 days a week.
WHEREAS, pursuant to Section 18-72 of the Code of the City of Miami, Florida, as
amended ("City Code"), the City Manager wishes to provide funds from the Department of Human
Services General Fund 00001.450000.534000.0000.00000 in an amount not to exceed Ten
Thousand Dollars ($10,000.00) ("Funds") for the Program; and
WHEREAS, the City Manager is requesting authority from the City Commission to
negotiate and execute any and all documents necessary, in a form acceptable to the City Attorney,
for said allocation of Funds for the Program;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the sufficiency of said consideration being hereby acknowledged, the parties
hereby do agree as follows:
The purpose of this Agreement is to assist with providing specialized services to help
individuals overcome sex trafficking trauma, spread awareness and prevention. To further
the goals of this Agreement, the parties agree:
a. The CITY will grant funds in an amount not to exceed ten thousand dollars ($10,000)
for MIAMI-DADE STATE ATTORNEY'S OFFICE RAPID RESPONSE NET for
providing direct services to victims of human traffic.
b. Miami -Dade State Attorney's Office further agrees to accept the grant funds and
provide services to young victims of human trafficking within the Miami community.
2. For the purposes of this Agreement, the Director of the Human Services Department will
serve as the point of contact for this Agreement on behalf of CITY. For purposes of this
Agreement, the State Attorney, will serve as the point of contact on behalf of support
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Miami -Dade State Attorney's Office Rapid Response NET. The above -designated points
of contacts for the parties will be responsible for coordinating, controlling, monitoring and
modifying the conditions set forth within this Agreement on behalf of their respective
entities.
3. This Agreement becomes effective on the last date signed by the parties and shall remain
in effect for one (1) year unless earlier terminated by either party upon giving thirty (30)
days prior notice of termination or upon the mutual agreement of the parties.
4. This Agreement is considered a public contract and shall be subject to Florida's Public
Record Laws, Chapter 119, Florida Statutes. If Miami -Dade State Attorney's Office Rapid
Response NET, under this agreement has questions regarding the application of Chapter
119, Florida Statutes, to their duty regarding providing public records relating to this
agreement as a Public Contract, please contact the City's Custodian of Public
Records at telephone number 305-416-1800, email:
PublicRecordskTmiaznigov.com, or regular mail at City of Miami, Office of The City
Attorney, 444 SW 2nd Avenue, 9`h floor, Miami, FL 33130. Miami -Dade State Attorney's
Office Rapid Response NET may also contact the records custodian at the City of Miami
Department of Human Services who is administering this agreement.
5. Prior to commencing any activity under this Agreement, Miami -Dade State Attorney's
Office Rapid Response NET shall provide insurance acceptable to the City and agrees to
furnish a certificate of insurance in accordance to Exhibit A, as attached.
6. The CITY reserves the right to audit the financial records of Miami -Dade State Attorney's
Office Rapid Response NET relevant to this Agreement at any time during the performance
of this Agreement and for a period of five (5) years after the expiration/tennination. Miami -
Dade State Attorney's Office agrees to provide all financial and other applicable records
and documentation of services to the CITY. The CITY reserves the right to recapture funds
in the event that Miami -Dade State Attorney's Office Rapid Response NET shall fail; (i)
to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the
CITY.
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7 Miami -Dade State Attorney's Office shall indemnify, hold harmless, and defend at its own
cost and expense, the City, its officials, officers, and employees, from and against all losses,
claims, damages , fines, penalties, or expenses, including attorney's fees and costs, incurred
by City in connection with any third -party claims for personal injury or death to persons
and/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 (i.e., act or omission) of
the services contemplated by this Agreement (whether active or passive) of the Miami -
Dade State Attorney's Office Rapid Response NET or its employees or subcontractors
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 Miami -Dade State Attorney's Office Rapid Response NET to comply
materially with any of the requirements herein, or the failure of Miami -Dade State
Attorney's Office Rapid Response NET to conform to statues, ordinances, codes, rules, or
other regulations, approvals, or requirements of any governmental authority, local, federal,
or state, in connection with the perfonnance of this Agreement even if it is alleged by the
City, its officials and/or employees were negligent. Miami -Dade State Attorney's Office
Rapid Response NET expressly agrees to indemnify, defend and hold harmless the
Indemnitees, or any of them, from and against all liabilities which may be asserted by an
employee or foriirer employee of Miami -Dade State Attorney's Office Rapid Response
NET, or any of its subcontractors, for which their liability to such employee or former
employee would otherwise be limited to payments under the State Worker's Compensation
or similar laws. Miami -Dade State Attorney's Office 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 Miami -Dade State Attorney's Office Rapid Response NET
negligent performance under this Agreement, compliance with which is left by this
Agreement to RECIPIENT, and (ii) any and all claims, and/or suits for labor , equipment,
supplies, and materials furnished by Miami -Dade State Attorney's Office Rapid, one of the
Miami -Dade State Attorney's Office's subcontractors, or utilized in the performance of
this Agreement.
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Miami -Dade State Attorney's Office obligations to indemnify, defend and hold harmless
the Indemnitees shall survive the termination/expiration of this Agreement. The Miami -
Dade State Attorney's Office understands and agrees that any and all liabilities regarding
the use of any subcontractor for Services related to this Agreement shall be borne solely
by Miami -Dade State Attorney's Office throughout the duration of this Agreement and that
this provision shall survive the termination or expiration of this Agreement, as applicable.
8. This Agreement may be modified, extended, renewed, or amended only in writing by
mutual consent of both parties by their respective authorized signatories. Upon expiration
of the tern of this Agreement, Miami -Dade State Attorney's Office agrees and understands
that the City has no obligation to renew this Agreement.
9. This Agreement expresses the basic understanding and present intentions of the parties but
does not attempt to either specify or otherwise limit the collaborative efforts between the
parties. It merely serves as evidence of the parties' good faith intentions with regard to
these activities.
10. This Agreement does not constitute a joint venture, partnership, consortium, or any other
form of business arrangement or organization. Each party is and shall act as an independent
contractor and not as an agent or partner of the other for any purpose whatsoever, and no
party shall act or represent itself, directly or by implication, in any such capacity in respect
of any other party or in any manner which seeks to assume or create any obligation on
behalf of, or in the name of, any other party without that party's prior express written
agreement. The employees of one party shall not be deemed the employees of the other
party.
11. This instrument and its attachments constitute the only agreement of the parties hereto, and
set forth the rights, duties, and obligations of each of the parties hereto to the other as of its
date. Any prior agreements, promises, negotiations, or representations not expressly set
forth in this Agreement are of not force or effect.
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12. This Agreement shall be construed in accordance with the laws of the State of Florida. Any
dispute with respect to this Agreement is subject to the laws of Florida, venue in Miami -
Dade County. Each party shall be responsible for its own attorney's fees and cost incurred
as a result of any action or proceeding under this Agreement. Each party waives its rights
to jury trial.
13. Any violation of this Agreement that remains uncured thirty (30) days after Miami -Dade
State Attorney's Office receipt of notice from the CITY (by certified or registered mail) of
such violation may, at the option of the CITY, be addressed by an action for damages or
equitable relief, or any other remedy provided at law or in equity. In addition to the
remedies of the CITY set forth herein, if Miami -Dade State Attorney's Office fails to
comply with the teens of this Agreement, the City may suspend or terminate this
Agreement.
14. The CITY may terminate this Agreement, in whole or in part, in its sole and absolute
discretion, that Miami -Dade State Attorney's Office is not compliant with any term or
provision of this Agreement.
15. Miami -Dade State Attorney's Office warrants that it has not employed or retained any
person employed by the CITY to solicit or secure this Agreement and that it has not offered
to pay, paid, or agreed to pay any person employed by the CITY any fee, commission,
percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award
of this Agreement.
16. The obligations undertaken by Miami -Dade State Attorney's Office pursuant to this
Agreement shall not be delegated or assigned to any other person or fine, in whole or in
part, without the CITY's prior written consent which may be granted or withheld in the
CITY's sole discretion.
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17. The parties' obligations hereunder are subject to and contingent upon the availability of
funds; and is also subject to amendment or termination due to lack of funds or
authorization, reduction of funds, and/or changes in regulations.
18. Each person signing this Agreement represents and warrants that he or she is duly
authorized and has the legal capacity to execute and deliver this Agreement. Each party
represents and warrants to the other that the execution and delivery of the Agreement and
the performance of such party's obligations hereunder have been duly authorized, and that
the Agreement is a valid and legal agreement binding on such party and enforceable in
accordance with its terms.
19. 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
With Copies to:
MIAMI-DADE STATE ATTORNEY OFFICE
Katherine Fernandez Rundle
State Attorney
1350 NW 12th Ave
Miami, FL 33136
Director of Department of Human Services,
City of Miami, Miami Riverside Center
444 S.W. 2nd Avenue
Miami, Florida 33130
And to:
City Attorney
City of Miami, Miami Riverside Center
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
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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.
20. There are no express or implied third -party beneficiaries to this Agreement. No homeless
individual who may obtain services under this Agreement shall be considered a third -party
beneficiary.
21. This Agreement shall not be assigned by Miami -Dade State Attorney's Office, 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.
22. 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.
23. 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.
24. 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.
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d. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be detennined 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 tenns 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 arras -length give-and-take
negotiation, and that its terms were drafted jointly, such that if construction of any
tern is necessary, it shall not be construed for or against either party as the drafter.
[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
EMILIO T. GONZALEZ, PHD.
CITY MANAGER
CITY OF MIAMI, FLORIDA
MIAMI-DADE STATE ATTORNEY
KATHERINE FERNDADEZ RUNDLE
STATE ATTORNEY
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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EXHIBIT A
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE
INSURANCE REQUIRMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami is listed as an additional insured
Contingent and Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami is listed as an additional insured
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III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
The above policies shall provide the City of Miami with written notice of cancellation
or material change from the insurer not less than (30) days prior to any such
cancellation or material change, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All
policies and /or certificates of insurance are subject to review and verification by
Risk Management prior to insurance approval.
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