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HomeMy WebLinkAboutBack-Up DocumentsSHELTER PROGRAM AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI DADE COUNTY HOMELESS TRUST. The Shelter Program Agreement between the City of Miami and Camillus House, Inc. (hereinafter, this "Agreement"), made and entered into on the day of , 20,, by and between the CITY OF MIAMI, a Florida municipal corporation, whose address is 3500 Pan American Drive, Miami, Florida 33133 (hereinafter, the "CITY"), and MIAMI DADE COUNTY HOMELESS TRUST, 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 was previously a party to a Settlement Agreement, as amended, resolving a lawsuit styled, Michael Pottinger, et al. v. City of Miami, filed in the United States District Court, Southern District of Florida, Case No.: 88-2406-Civ-Moreno (hereinafter, the "Pottinger Settlement Agreement"); and WHEREAS, the CITY, in furtherance of its continuing commitment to assist homeless persons within its jurisdictional boundaries, and its desire to comply with the continuing spirit of the Pottinger Settlement Agreement, wishes to procure and make Available Shelter beds to homeless persons in the CITY's homeless population; and WHEREAS, the PROVIDER has access to emergency shelter beds that can be made available to the CITY to accommodate up to two -hundred thirteen (213) beds, to be utilized by the CITY as "Extended Stay Beds" as defined herein below, for the use of homeless individuals, along with other associated services and accompanying homeless services and case management, for a period of one (1) year subject to said beds being exclusively designated for the City's homeless individuals who are considered eligible candidates under the previous criteria established by the former Pottinger Settlement Agreement (collectively, "Miami Shelter Program"); and WHEREAS, the Miami City Commission ("City Commission") adopted Resolution (attached and incorporated herein as Exhibit "A") which requires the following further conditions for the City's grant funds for the Miami Shelter Program: (a) Monthly reporting to the City Commission and the City Manager regarding the Miami Shelter Program specific actual results; and (b) Monthly invoicing for payments in arrears based upon monthly reporting at an annual -total not to exceed amount of two million, six hundred thirty-eight thousand, six hundred seventy- five ($2,638,675.00) for the City's funding portion of the Miami Shelter Program 213 beds, with conditions stated in the Authorizing Resolution and in the Agreement, for the City's Fiscal Year 2024-2025 with such payments to be funded from the Department of Human Services' Budget; and WHEREAS, the CITY and PROVIDER have set forth hereinafter below certain terms and conditions in accordance with and for compliance with the Authorizing Resolution; and WHEREAS, other funding partners may be identified by the CITY to assist in paying for the costs of the Miami Shelter Program; and WHEREAS, PROVIDER's Board of Directors has authorized Provider's Chief Executive Officer to execute this Agreement and to undertake all necessary continuing compliance measures under this Agreement as set forth in Exhibit "B" attached and incorporated ("Provider' s Corporate Authorization"). 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 as a bed within the Miami Shelter Program available at no cost to homeless persons, 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' s contracted emergency shelter providers. The term City of Miami Shelter Program (hereinafter, the "Miami Shelter Program") is defined as the availability of up to two -hundred -sixteen (213) beds, and associated services, procured by the CITY and/or other funding partners from the PROVIDER within multiple Emergency Shelter System locations under the PROVIDER' s contractual control, to be used as temporary shelter, that meet the requirements of an Available Shelter bed, 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 Human Services Department' s Homeless Outreach Team ("Department") transporting on behalf of the Police, pursuant to the terms of this Agreement. The term `funding partner" is defined as any other agency, organization or entity, whether or not affiliated with the CITY, that has financial resources available and eligible to be used to fund the Miami Shelter Program. The term "Homeless Coordinator" is defined as the Director, or designee of the Human Services Department, who shall serve as the contract coordinator. The term "Homeless Person" is defined as it is defined in the previous Pottinger Settlement Agreement, i.e., an individual is considered a Homeless Person if he or she "lacks a fixed, regular, and adequate night time residence and has a primary night- time residency that is: (a) a supervised publicly or privately operated shelter designed to provide temporary living accommodations; (b) an institution that provides a temporary residence for individuals intended to be institutionalized; or (c) a public or private place not designed for, or ordinarily used as, a regular sleeping accommodation for human beings. The term "Homeless Person" does not include any person imprisoned or otherwise detained pursuant to an Act of Congress or a state law." 42 U. S.C. § 11301, et seq. (1994). An officer is allowed to make reasonable inquiry to make this determination. Furthermore, as modified in the Addendum to the previous 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. Additionally, the Depaitinent through its designated community outreach staff is also allowed to make reasonable inquiry to make this determination for emergency housing circumstances. The term "Participant" shall mean a Homeless Person who has been referred into the Miami Shelter 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 "Extended Stay Bed" is defined as a Miami Shelter Program bed available as Available Shelter for a period longer than twenty-four (24) hours. The term "Short Term Stay Bed" is defined as a bed available as Available Shelter for the placement of a homeless person a period of a single overnight use 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 previously defined in the previous Pottinger Settlement Agreement or for any homeless person who has accepted assistance and desires shelter. The term "PROVIDER -contracted emergency shelter provider(s) " refers to one or more organizations under contract with the PROVIDER to provide emergency shelter beds with ancillary services to individuals referred either directly by the PROVIDER or by anyone under contract with the PROVIDER for right to refer to these contracted beds. 3. PURPOSE: The purpose of this Agreement is to maintain the Miami Shelter Program, with up to two -hundred - sixteen (216) beds located in the PROVIDER's contracted emergency shelter provider(s)' facilities (the Facilities"), ensuring a safe sleeping accommodation for the Homeless Persons served, meeting the requirements of Available Shelter under and in the community spirit of the previous Pottinger Settlement Agreement and in emergency housing situations, 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, 2024, and expiring on September 30, 2025, unless terminated earlier as provided in this Agreement. Unless earlier terminated as provided in Paragraph 21, at the sole option of the CITY. 5. COST The maximum annual amount payable to the PROVIDER for the CITY's portion of the Program under this agreement for a total of two hundred thirteen (213) beds in the Facilities shall not exceed a total amount of two million, six hundred thirty-eight thousand, six hundred seventy-five ($2,638,675.00). This amount requires monthly invoicing for payments in arrears based upon monthly reporting at an annual -total not to exceed amount of two million, six hundred thirty-eight thousand, six hundred seventy-five ($2,638,675.00), with monthly reporting and other conditions stated in the Authorizing Resolution and in this Agreement, for the City's Fiscal Year 2024-2025 with such payments to be funded from the Department of Human Services' Budget. Such payments shall be made in arrears and after submission by the PROVIDER of reports from the PROVIDE -contracted emergency shelter provider(s) where CITY -funded placements have been made, in a format acceptable to the City confirming that the CITY -funded Miami Shelter Program Beds were available according to this agreement, and the homeless persons placed in these CITY -funded Shelter Beds received the contracted services and are based upon an agreed per diem rate, but shall not exceed twelve (12) monthly installments of Forty-six thousand six -hundred sixty-six dollars and 66 cents ($46,666.66) each. Monthly installments are due to be paid by the City upon City approval of each complete invoice for each month commencing retroactively on October 1, 2024, unless this Agreement is terminated, as otherwise provided in this Agreement, before any payments are due. 6. SERVICES PROVIDER shall ensure that the PROVIDER -contracted emergency shelter providers provide associated services to Homeless Persons referred to the Miami Shelter Program to include, but not limited to: a. PROVIDER -contracted emergency shelter provider(s) will, to the extent possible, make available lower -level beds (when bunks beds are present) or regular single beds to facilitate access for persons with disabilities; b. Up to three (3) meals a day; c. Assessed for appropriate and available housing options; d. Receive Housing Navigation Services; e. Assessed and linked to employment assistance and development; f. Basic case management, information, and/or referral to ancillary services (i.e., independent living skills preparation, etc.); g. Access to basic health, substance abuse, and/or mental health screening on a voluntary basis; h. Participation in the other routine services of other PROVIDER -contracted emergency shelter provider(s)' s programs; i. Assistance to apply for and 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 permanent housing; j. The PROVIDER -contracted emergency shelter provider(s) will provide access to the City's designated personnel to review individual "care plans" or case management notes as needed; k. The PROVIDER warrants that the following amenities and services will be provided to Homeless Persons referred to the Program through the PROVIDER -contracted emergency shelter provider(s): i. Space sufficient to accommodate up to one hundred (213) beds; ii. Organized sleeping arrangements; iii. Personnel employed by PROVIDER that shall provide necessary care; iv. Functioning restrooms; v. Electricity to provide light; vi. A potable water source or space to accommodate water; vii. Staff personnel adequate to maintain a safe environment at the facility; viii. Adequate supplies necessary to comply with all terms of this Agreement; ix. Appropriate medical care and supplies when necessary, and within the scope of PROVIDER -contracted emergency shelter provider(s)'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, toothpaste, toothbrush etc. 7. MEDICAL It is the responsibility of the PROVIDER -contracted emergency shelter provider(s)' 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 -contracted emergency shelter provider(s) shall erect and/or post a sign in a conspicuous place within the facility, in sight of the pavilion, listing PROVIDER -contracted emergency shelter provider(s)' s general rules and items that are prohibited to possess throughout the facility. 9. PROVIDER LIAISON(S) The PROVIDER shall ensure that any PROVIDER -contracted emergency shelter provider(s) providing beds to the CITY under this AGREEMENT designates one of its own employees to serve as a contact person (hereinafter the "Provider Liaison") whose responsibility will include providing the City of Miami Police and the Department with updated availability counts for Extended Stay Beds, an updated list of Banned Individuals when requested, and other duties as specified in this Agreement. The PROVIDER shall also identify a liaison within their office to serve as the Program Liaison. 10. ADMISSION INTO THE MIAMI SHELTER PROGRAM Only a City Police Officer, or a community outreach staff person transporting a Homeless Person on behalf of a City Police Officer, can place a Homeless Person into the Program. T h e PROVIDER -contracted emergency shelter provider(s) shall be emailed a `F.I. V.O.' form by the referring or transporting City Police Officer. The F.I.V.O. Form' shall include the officer's name and IBM number. Without the possession of a `F.I.V.O.' at the PROVIDER -contracted emergency shelter provider(s)'s facility intake desk, the PROVIDER -contracted emergency shelter provider(s)'s staff members are prohibited from accepting the Homeless Person into the Program. The PROVIDER -contracted emergency shelter provider(s) shall j permit placement of any Homeless Persons into the Program under the following circumstances: a. If the Homeless Person is a sexual offender; b. If the Homeless Person is a sexual predator; c. If the Homeless Person has any type of active/open warrant(s); d. If the Homeless Person is on the PROVIDER -contracted emergency shelter provider(s)'s list of Banned Individuals; e. 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 f. 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. The PROVIDER -contracted emergency shelter provider(s)' s Liaison shall provide the CITY's Police and the Depaitcnent 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 Extended Stay Beds, The Police and the Department may contact the PROVIDER on the PROVIDER' S dedicated Miami Shelter Program telephone number to confirm bed availability at any time during the day, evening or on the weekend, as may be applicable. On weekends and PROVIDER - contracted emergency shelter provider(s)-observed holidays, the Police and the Department may obtain the count of available Extended Stay Beds and by contacting the PROVIDER -contracted emergency shelter provider(s)'s dedicated Miami Shelter Program telephone number. The CITY reserves the right to reallocate CITY' S program funding to other providers who may provide shelter and housing assistance when or if the PROVIDER -contracted emergency shelter provider(s) are unable to provide immediate services. 11. EXCLUSIVE USE The PROVIDER and the PROVIDER -contracted emergency shelter provider(s) understand that the beds in the Miami Shelter 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, the PROVIDER and the PROVIDER -contracted emergency shelter provider(s) shall not use any of the beds in the Miami Shelter Program as an extension of PROVIDER's or PROVIDER -contracted emergency shelter provider(s)'s other shelter program(s) and shall not collect any fees directly from a Homeless Person occupying a Miami Shelter Program bed or collect any money from another source for use of any Miami Shelter Program beds. Furthermore, the use of any Miami Shelter Program bed shall not be sold, given, or granted to any third person or entity during the term of this Agreement. 12. INFORMATION DATABASE AND REPORTING The PROVIDER -contracted emergency shelter provider(s) shall provide CITY's Police and or Depaituient with information necessary for the Police or Depaituient to prepare a monthly report outlining from Provider to the City Commission and the City Manager regarding the Miami Shelter Program specific actual results, including the number of Participants served, the number of Extended Stay Beds filled, the length of stay for each Participant, the number of daily Miami Shelter Program bed vacancies, and placements by placement source (e.g. Police or Department staff transporting on behalf of the Police or on behalf of the Depaitinent). The report shall be provided, via email, on the l Oth day of each month to the CITY. The PROVIDER -contracted emergency shelter provider(s) shall use the PROVIDER's Homeless Management Information System (HMIS) computer database to capture and store information pertaining to each Homeless Person placed into the Miami Shelter 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 the Miami Shelter Program, number of times placed in the Miami Shelter Program with all dates, indicate whether Homeless Person occupies an Extended Stay Bed, or a non -Miami Shelter Program 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 Department' s designated Community Outreach Specialist who transported the Homeless Person to the facility. The PROVIDER -contracted emergency shelter provider(s) shall make any and all records created pertaining to the Miami Shelter 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 -contracted emergency shelter provider(s) must maintain and update their list of Homeless Persons who are Banned Individuals. The PROVIDER -contracted emergency shelter provider(s) shall make any and all current and active lists of Banned Individuals from the Miami Shelter 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 Miami Shelter Program. PROVIDER -contracted emergency shelter provider(s) shall keep and maintain any records or lists of Banned Individuals for a period of no less than five (5) years. 13. INTAKE INFORMATION FORM The PROVIDER -contracted emergency shelter provider(s) shall enter the client into the HMIS_ The PROVIDER shall provide each Homeless Person entering the Miami Shelter 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 'name of PROVIDER -contracted emergency shelter provider(s)' or `Other' entity with a blank space to make a notation of the entity that secured the personal property. b. Each Intake Package shall list the PROVIDER -contracted emergency shelter provider(s)'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 Miami Shelter Program but is not mandatory as a condition for placement in the Program. Should the Homeless Person refuse to sign the Miami Shelter Program Intake Package, the PROVIDER - contracted emergency shelter provider(s)'s staff member shall note `REFUSAL' on the signature space provided. d. The `Field Interview Form' or the `community outreach card', as applicable under the circumstances, provided by the referring or transporting City Police officer or Department' s designated community outreach staff must be given to the PROVIDER -contracted emergency shelter provider(s) and maintained for the length of time that the Intake Package is stored for the Miami Shelter Program. e. The PROVIDER -contracted emergency shelter provider(s) shall make any and all Intake Packages completed pertaining to the Miami Shelter Program available to the Homeless Coordinator upon request. f. PROVIDER -contracted emergency shelter provider(s) shall keep and maintain all Intake Packages for the Miami Shelter Program for a period of no less than five (5) years from the date of final payment to PROVIDER from the CITY under this Agreement. 14. SAFETY OF FACILITY AND SURROUNDING AREAS The PROVIDER -contracted emergency shelter provider(s) shall keep the streets and sidewalks immediately 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 -contracted emergency shelter provider(s) shall undertake the responsibility of making certain that only those Homeless Persons who are Participants in the Miami Shelter Program, or are otherwise clients of PROVIDER -contracted emergency shelter provider(s), or its affiliated health clinic, are allowed to enter and to remain at the facility. In addition, the PROVIDER -contracted emergency shelter provider(s) agrees to the following conditions: a. PROVIDER -contracted emergency shelter provider(s) 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 Miami Shelter Program; b. PROVIDER -contracted emergency shelter provider(s) shall post the appropriate "No Loitering" signs on the Perimeter of the facility; c. PROVIDER shall ensure that no Miami Shelter Program Participant who leaves the facility during the period of 7:00 a.m. until 10:00 p.m., loiters or congregates within 500 feet of the facility; d. PROVIDER -contracted emergency shelter provider(s) shall prohibit alcohol, drugs, fighting, and all threatening or potentially violent behavior -- a Participant's violation of this facility rule may cause the PROVIDER -contracted emergency shelter provider(s) to add the violator to its list of Banned Individuals; e. PROVIDER -contracted emergency shelter provider(s) 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 -contracted emergency shelter provider(s) shall maintain an adequate number of trash receptacles; and g. PROVIDER -contracted emergency shelter provider(s) 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. 15. HOMELESS PERSON WITH DISABILITY The PROVIDER, through its PROVIDER -contracted emergency shelter provider(s) shall make the appropriate accommodations necessary for any and all Homeless Persons with disabilities who are referred to the Miami Shelter Program in compliance with the Americans with Disabilities Act. 16. ELIGIBILITY The PROVIDER and its PROVIDER -contracted emergency shelter provider(s) understand that the Miami Shelter Program shall be open to any Homeless Person residing within the jurisdictional boundaries of the City, and who is placed in the Miami Shelter Program (a) by a City Police officer, who meets the criteria under the previous Pottinger SettlementAgreement, or (b) by a Department designated community outreach staff person for a Homeless Person in an emergency housing circumstance, and (c) who is at least eighteen (18) years of age or older. Under no circumstances may a Homeless Person be transported from anotherjurisdiction (e.g., from outside the City), or transported from another shelter facility (within or outside the City), be permitted to participate in the Miami Shelter Program. 17. 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 prorated 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. 18. RESOLUTION OF CONTRACT DISPUTES Any disputes among the parties, shall be resolved as follows: In the event of a dispute, the parties shall use their best efforts to informally resolve their dispute. If the parties cannot informally resolve the dispute, either party may request non -binding mediation, which mediation shall be attended by representatives of both parties with a certified mediator chosen by the parties. If the mediator declares an impasse, after a full- day of mediation, either party may then demand binding arbitration. The arbitration shall be conducted under the AAA Commercial Rules, and the arbitration panel shall be composed of a single arbitrator. The arbitration shall be held in Miami, Florida. The parties expressly waive their right to litigate their disputes in court. 19. 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 or the PROVIDER -contracted emergency shelter provider(s) 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. 20. 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: Arthur Noriega V City Manager City of Miami 3500 Pan American Drive, Miami, FL 33133 WITH COPIES TO: David E. Gilbert Department of Human Services 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 AND George Wysong, City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 FOR CAMILLUS HOUSE. INC.: Victoria Mallette, Executive Director Miami Dade County Homeless Trust 111 NW 1st Street, #2710 Miami, FL 33142 WITH COPIES TO: Terrell Thomas, Contracts Manager Miami -Dade County Homeless Trust 111 NW 1st Street. #2710 Miami, Florida 33142 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. 21. 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 -contracted emergency shelter provider(s) pursuant to or under the terms of this Agreement is and shall at all times remain the property of the CITY. PROVIDER and its PROVIDER - contracted emergency shelter provider(s) agree 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. 22. AUDIT AND INSPECTION RIGHTS The CITY may, at reasonable times, and for a period of up to five (5) years following the date of final payment by the CITY to PROVIDER under this Agreement, audit, or cause to be audited, those books and records of PROVIDER which are related to PROVIDER's and PROVIDER -contracted emergency shelter provider(s)'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 -contracted emergency shelter provider(s)'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 -contracted emergency shelter provider(s) under this Agreement conform to the terms hereof, if applicable. PROVIDER -contracted emergency shelter provider(s) 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. PROVIDER' S obligations under this Section shall survive the termination/expiration of this Agreement. 23. PUBLIC RECORDS a. PROVIDER understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CITY Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable laws. PROVIDER' s failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the CITY. b. PROVIDER shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the CITY to perform this service; (2) provide the public with access to public records on the same terms and conditions as the CITY would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the CITY in a format compatible with the CITY's information technology systems. Notwithstanding the foregoing, PROVIDER shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. IF PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ANY DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY' S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY' S CONTACT REPRESENTATIVE AS CUSTODIAN OF RECORDS FOR THIS AGREEMENT AT TELEPHONE NUMBER 305-416- 1546, MAILING ADDRESS C/O DEPARTMENT OF HUMAN SERVICES, 10111 FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. PROVIDER' S obligations under this Section shall survive the termination/expiration of this Agreement. 24. INTEGRATION CLAUSE This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein, and the Parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. 25. NO THIRD -PARTY BENEFICIARIES There are no express or implied third -party beneficiaries to this Agreement. No Homeless Person(s) who may obtain shelter or services under this Agreement shall be considered a third -party beneficiary. 26. ASSIGNMENT This Agreement shall not be assigned by PROVIDER, in whole or in part, without the prior written consent of the CITY which may be withheld or conditioned, in the CITY' s sole discretion. 27. AMENDMENTS Any alterations, amendments, variations, modifications, extensions or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly approved and signed by all Parties hereto. Approval of any amendment, alteration, variation, modification, extension or waiver of provisions by the CITY can only be affected by duly enacted resolution of the City Commission. 28. 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. 29. 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. 30. 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 provisionhereof, and no waiver shall be effective unless made in writing. d. Each party shall be responsible for their own attorney's fees and costs in connection with any dispute arising out of this Agreement. e. 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. f. 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. 31. 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. 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. 32. 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 "C" attached hereto and incorporated into this Agreement. 33. COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement and any amendments hereto may be executed in several counterparts, and all or any of such counterparts taken together shall be deemed to constitute one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The Parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Party an original signed Agreement upon written request. 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 MIAMI-DADE COUNTY, INC. ARTHUR NORIEGA V CITY MANAGER CITY OF MIAMI, FLORIDA Date: Attest: TODD B. HANNON CITY CLERK VICTORIA MALLETE EXECUTIVE DIRECTOR MIAMI-DADE COUNTY HOMELESS TRUST Date: APPROVED AS TO FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: GEORGE WYSONG ANN-MARIE SHARPE CITY ATTORNEY RISK MANAGEMENT EXHIBIT "A" City Commission Resolution, adopted and all attachments/exhibits/backup thereto EXHIBIT "B" Provider's Corporate Authorization EXHIBIT C INSURANCE REQUIREMENTS-'999999 I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 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 $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V Umbrella Liability Each Occurrence Policy Aggregate $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.