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HomeMy WebLinkAboutExhibitSHELTER 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 , 20_, by and between the CITY OF MIAMI, a Florida municipal corporation, whose address is 3500 Pan American Drive, Miami, Florida33133 (hereinafter, the "CITY"), and CAMILLUS HOUSE, INC., a Florida not for profit corporation, with Federal Employer Identification Number ("FEIN") 65-0032862, having its principal office at 1603 N.W. 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 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 Pottinger Settlement Agreement limits the ability of the CITY's Police Department ("Police") 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 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 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 "Pottinger Beds" and sixty-five (65) program beds to be utilized as "Pottinger Extended Stay Beds," as defined herein; and WHEREAS, the Miami Downtown Development Authority ("DDA") has agreed to provide a payment of Forty Thousand Dollars ($40,000.00) for the program payable in a lump sum upon receipt of invoice; and Page 1 of 13 WHEREAS, the Omni Community Redevelopment Agency ("Omni CRA") has agreed to provide a payment of One Hundred Seventy -Five Thousand Dollars ($175,000.00) for the program; 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 it is defined in the Pottinger Settlement Agreement, i.e., a shelter for a period of at least Twenty Four (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 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 by City Police, or employees of the Department of Veteran Affairs and Homelessness ("Department") transporting on behalf of the 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, Page 2 of 13 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 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 the Police, 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 twenty-four (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 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. Page 3 of 13 5. COST The maximum annual amount payable to the PROVIDER for the Program shall not exceed a total amount of Four Hundred Sixty Thousand Dollars ($460,000.00). This amount is payable in twelve (12) monthly installments of Thirty Eight Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($38,333.33) each. Monthly installments are due on the first of 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 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 tothree(3)mealsaday; 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 seventy-five (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; Page 4 of 13 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 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 Depait,uient 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 Police Officer, or an employee of the Department who is transporting a Homeless Person on behalf of a City 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 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 ma 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; Page 5 of 13 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 Pottinger 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 Pottinger Beds, are required to be available. To that end, the Provider Liaison shall provide the Police and 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 Pottinger Extended Stay Beds and available Pottinger beds. The Police 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 Police 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 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 the 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. Page 6 of 13 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. Police or Department staff transporting on their behalf). The report shall be provided, via email, on the 10th 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 City Police officer 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 the placement officer), or the name and employee number of the City Community Outreach Specialist who transported the Homeless Person to the facility. The PROVIDER shall make any and all records created pertaining to the Program, including all computer database information, in searchable format, organized, available for print in spreadsheet format, and available to the Homeless Coordinator upon request via the HMIS system. b. The PROVIDER must maintain and update their list of Homeless Persons who are Banned Individuals. The PROVIDER shall make any and all current and active lists of Banned Individuals from the Program available to the Homeless Coordinator upon request. The list of Banned Individuals must contain the Banned Individual's name, date of birth, sex, and duration of ban from the Program. PROVIDER shall keep and maintain any records or lists of Banned Individuals for a period of no less than five (5) years. 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' Page 7 of 13 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 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 Packages for a period of no less than five (5) years. 16. SAFETY OF FACILITY AND SURROUNDING AREAS The PROVIDER shall keep the streets and sidewalks surrounding the facility and the perimeter of the facility clear of any individuals, whether Homeless Persons or not, from congregating and/or loitering. The PROVIDER shall undertake the responsibility of making certain that only those Homeless Persons who are Participants in the Program, or are otherwise clients of PROVIDER, or its affiliated health clinic, are allowed to enter and to remain at the facility. In addition, the PROVIDER agrees to the following conditions: a. PROVIDER shall, through the promulgation of its rules, seek to enforce a 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 of 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 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; Page 8 of 13 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. 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 a City Police officer, who meets the criteria under the Pottinger SettlementAgreement, 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), 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 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 Page 9 of 13 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 Camillus House 3500 Pan American Drive Miami, FL 33133 FOR CAMILLUS HOUSE. INC.: Hilda M. Fernandez, Chief Executive Officer, 1603 NW 7t 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 Page 10 of 13 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 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 productsolely 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, Page 11 of 13 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 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. Page 12 of 13 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 provisionhereof, 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, 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. Page 13 of 13 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. Page 14 of 13 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. CITY MANAGER CITY OF MIAMI, FLORIDA HILDA M. FERNANDEZ CHIEF EXECUTIVE OFFICER 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 15 of 13 EXHIBIT A INSURANCE REQUIREMENTS-CANHLLUS HOUSE 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 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer' s Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included V Umbrella Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 $1,000,000 $1,000,000 City of Miami listed as additional insured. Excess over all applicable liability policies contained herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 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 , 20_, by and between the CITY OF MIAMI, a Florida municipal corporation, whose address is 3500 Pan American Drive, Miami, Florida33133 (hereinafter, the "CITY"), and CAMILLUS HOUSE, INC., a Florida not for profit corporation, with Federal Employer Identification Number ("FEIN") 65-0032862, having its principal office at 1603 N.W. 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 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 Pottinger Settlement Agreement limits the ability of the CITY's Police Department ("Police") 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 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 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 "Pottinger Beds" and sixty-five (65) program beds to be utilized as "Pottinger Extended Stay Beds," as defined herein; and WHEREAS, the Miami Downtown Development Authority ("DDA") has agreed to provide a payment of Forty Thousand Dollars ($40,000.00) for the program payable in a lump sum upon receipt of invoice; and Page 1 of 13 WHEREAS, the Omni Community Redevelopment Agency ("Omni CRA") has agreed to provide a payment of One Hundred Seventy -Five Thousand Dollars ($175,000.00) for the program; 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 it is defined in the Pottinger Settlement Agreement, i.e., a shelter for a period of at least Twenty Four (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 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 by City Police, or employees of the Department of Veteran Affairs and Homelessness ("Department") transporting on behalf of the 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, Page 2 of 13 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 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 the Police, 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 twenty-four (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 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. Page 3 of 13 5. COST The maximum annual amount payable to the PROVIDER for the Program shall not exceed a total amount of Four Hundred Sixty Thousand Dollars ($460,000.00). This amount is payable in twelve (12) monthly installments of Thirty Eight Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($38,333.33) each. Monthly installments are due on the first of 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 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 tothree(3)mealsaday; 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 seventy-five (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; Page 4 of 13 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 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 Depait,uient 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 Police Officer, or an employee of the Department who is transporting a Homeless Person on behalf of a City 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 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 ma 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; Page 5 of 13 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 Pottinger 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 Pottinger Beds, are required to be available. To that end, the Provider Liaison shall provide the Police and 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 Pottinger Extended Stay Beds and available Pottinger beds. The Police 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 Police 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 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 the 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. Page 6 of 13 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. Police or Department staff transporting on their behalf). The report shall be provided, via email, on the 10th 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 City Police officer 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 the placement officer), or the name and employee number of the City Community Outreach Specialist who transported the Homeless Person to the facility. The PROVIDER shall make any and all records created pertaining to the Program, including all computer database information, in searchable format, organized, available for print in spreadsheet format, and available to the Homeless Coordinator upon request via the HMIS system. b. The PROVIDER must maintain and update their list of Homeless Persons who are Banned Individuals. The PROVIDER shall make any and all current and active lists of Banned Individuals from the Program available to the Homeless Coordinator upon request. The list of Banned Individuals must contain the Banned Individual's name, date of birth, sex, and duration of ban from the Program. PROVIDER shall keep and maintain any records or lists of Banned Individuals for a period of no less than five (5) years. 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' Page 7 of 13 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 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 Packages for a period of no less than five (5) years. 16. SAFETY OF FACILITY AND SURROUNDING AREAS The PROVIDER shall keep the streets and sidewalks surrounding the facility and the perimeter of the facility clear of any individuals, whether Homeless Persons or not, from congregating and/or loitering. The PROVIDER shall undertake the responsibility of making certain that only those Homeless Persons who are Participants in the Program, or are otherwise clients of PROVIDER, or its affiliated health clinic, are allowed to enter and to remain at the facility. In addition, the PROVIDER agrees to the following conditions: a. PROVIDER shall, through the promulgation of its rules, seek to enforce a 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 of 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 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; Page 8 of 13 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. 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 a City Police officer, who meets the criteria under the Pottinger SettlementAgreement, 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), 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 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 Page 9 of 13 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 Camillus House 3500 Pan American Drive Miami, FL 33133 FOR CAMILLUS HOUSE. INC.: Hilda M. Fernandez, Chief Executive Officer, 1603 NW 7t 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 Page 10 of 13 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 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 productsolely 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, Page 11 of 13 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 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. Page 12 of 13 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 provisionhereof, 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, 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. Page 13 of 13 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. Page 14 of 13 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. CITY MANAGER CITY OF MIAMI, FLORIDA HILDA M. FERNANDEZ CHIEF EXECUTIVE OFFICER 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 15 of 13 EXHIBIT A INSURANCE REQUIREMENTS-CANHLLUS HOUSE 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 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer' s Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included V Umbrella Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 $1,000,000 $1,000,000 City of Miami listed as additional insured. Excess over all applicable liability policies contained herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.