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lk-beA V,-b!pX0-\ SHELTER PROGRAM AGREEMENT BETWEEN THE CITY OF MIAMI AND CAMILLUS HOUSE, INC. The Shelter Program Agreement between the City of N/liami and. Camillus House (hereinafter, this "Agreement"), made and entered into on the """PAdIfy of .201,% by and between the CITY OF MIAMI, a Florida municipalcorporation., whose address is 3560 Pan American Drive, Miami, FL 33133 (hereinafter, the "CITY"), and CATMILLUS HOUSE, INC. (FEIN #- .65-0032,862), a not-for-profit corporation,. organized and existing, under the laws ofthe Stateof Florida, :hav . ing its principalJaffee at 1603 NW 7f' Avenue, Miami, ;Florida 33136 (hereinafter.. the "PROVIDER"), states the . terms and conditions agreed to by the Parties as: follows: WITNESSES H WHEREAS, the. CITY is a party to a Settlement Agreement,, as amended, resolving a to vsuit styled, bfichael Pottinger, et al, v; City ref filed in. the United States District Court, Southern District of Florida, Case No.:. 88 -2406 -Civ --Moreno (hereinafter, the "Pottinger S4ttlet,.ncnt:A&)teoinciit");.acid WHEREAS, the Pottinger Settlement .Agreement limits the ability; of the CITY's Police Department to enforce certain misdemeanor criminal activity referred to therein, As "Life. Sustaiiiing, Conduct" misdemeanors, committed by a "homeless person" if there isn o Available Shelter; and WHEREAS., the CITY,, infurtheranwe of its continuing cotmn itinent to assist homeless persons within the jurisdictional boundaries of the City of Miami, a desire re and its: de.si to-com comply with the Pottinger SettleinentAgreeiiietit,.:Nvi,s.h.es to procure and make Available Shelter beds, to homeless persons in. the CITY's homeless population; and WHEREAS, ,the PROVIDER has the capacity to accoitn'tiodate, seventy-five (75) beds in one or more of its: facilities and to provide> associated services, thus. cri, ti �a ing. a a distinct programfor the CITY; and WHEREAS, the PROVIDER will set aside at least. ten (19): program beds, per day for single night. use to be utilized as a "Pottinger Bed" and sixty-five (65)program beds to ., gdefined. be used a.s"Potti.n.gor.E?�tenood.Stay l3eds," a herein, and WHEREAS, the Miami Downtown Development Authority ("DDA") has. agreed, to provide a. payment of 540,000 for the Program. payable in a lump sum -upon receipt of invoice;and, WHEREAS, the Ornm Community Redevelopment. Agency has. agreed to provide apayment of$175,000for the Pro9 ram -and . 1 NOW THEREFORE, in considerationof 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. DEFtNITIONS: The term '�-,Ivaflahle Slielter" is defined in this Agreement as it is defined in the Pottinger Settlement Agreement, i.e., a shelter for a period of at least 24 hours, with abed at no cost to the homeless person, that treats homeless persons willa dignity and respect, imposes no religious requirements, and, unless agreed to by the homeless person, does not impose involuntary substance abuse or rneatal, health treatment as a condition for shelter. The term "Banned Individuat' is defined as a homeless person not eligible for services under this Agreement as deten-ninedin the -sole discretion of the PROVIDER. The term City ql'Ahcrmi 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 Carnillus House Norwegian Cruise Line Campus Emergency Shelter system, to be used as temporary shelter, which meet the requirements ofAvailable Shelter under the Pottinger Settlement Agreement, -for the sole use of homeless persons who are residents of the City of kliami, who are placed exclusively by City of Miffl-fli Police Officers, or employees of th e Department of Veteran Affairs and Horneless. ("Department") transporting on behalf of City of Miami, Police, pursuant to the terms of this Agreement. The term "Homeless Coordinator" is defined as the Director .of the Departraent,, who shall serve as the contract coordinator, The term "Homeless Persor,i" is defined in this Agreement as it is defined in the Pottinger Settlement Agreement, i.e., an individual is, considered a Homeless Person; if lie Or she "lacks a fixed, regular, and adequate nighttime residenceand has a primary night- time residency that is: (a) a supervised publicly or privately operated shelter designed to provide temporary living accommodations; (b) aninstitution that provides a temporary residence for individuals intended to be institutionalized; or (q) -a publicor priVate, place not designed for, or ordinarily used as, a regular sleepi - accommodation imprisoned for human in, beings. The term "Homeless Person" does not include any person or Otherwise detained pursuant to anAct -of Congress or a state law." 42 U,S.C..:§ 1130.1, et seq. (1994). A Z'1'......... :,..-..11..._. A -1- -1-1 - L_ IL A T1. _-7L as modi Red in the Addendum to the Pottinger Settlement Agreement, any person identified asaregi registered sex offender under section 775-21 Fla. Stat., or sexual under section � tor 775.215, Fla. Stat., or Sections 21-277 to 21-2'1285, Miami -Dade County.Cgde, is excluded from the definition of a Homeless Person. 2, The term "Participant" shall mean a Homeless Person who has been referred into the Program. The term the "Parties" is definedas 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 dais Agreement as a shelter bed available as Available Shelter for a period of least twenty-four (24) hours after placement. These beds shall be set aside by the PROVIDER f6r placement of HomelessPersons by City of Miami Police Officers,: in. order to facilitate enforcement of certain misdemeanor criminal activity referred to as "Life S ustaining. Conduct Misdemeanors" asdefined in the Pottinger Settleraent Agreement, The tet in "Potting-er Extended Stay Red" is defined in this Agreement as a shelter bed available as Available Shelter for a period longer than .24 hours.. 3. PURPOSE: The purpose of this Agreement is to maintain the City of Miami Shelter Program, with seventy-five (75) beds located in a Camillus facility (hereinafter "the facility"), ensuring a safe sleeping accommodation for the Homeless Perso * ns served, meeting the requirements of Available Shelter Under the Pottinger Settlement Agreernerit, . including associated services described below, and, which allows for the placement of Homeless Persons 24 hours per day, 7 days per, week, throughout the. term of this Agreement.. and available to bothmale and female Homeless Persons. 4. TERM The term. of this Agreement shall be for a period of one (1) year, commencing ";mte4w.J_* on October 1,, 20 ff and, expiring on Septernber,30, 20 It, unless teri-lifnated earlier asprovided in this Agreement. Unless earlier terminated as provided in Paragraph 21., at the sole, option of the CITY (but. only with prior City Couirnission approval), this Agreernerlt may be extended annually, from yQar-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 3 1). 5.. COST 4 V) f 000 7tThe maximum annual amountpayable to the PROVIDER. for the, Program shall not a total amount of $444,0_�. This amount is payable in twelve (12) monthly instal Iments, of each. Monthly installments are due, on the first of each month � c6 ) -2133 - 3' 3 commencing retroactively on 'Novernber 1, 2017, unless this Agreement is, terminated, as otherwise provided in this Agreement, before any payments are due, 6. SERVICES PROVIDER shall provide associated services to Homeless Persons referred to the- Prograin which will include, but are not Iiinited to: a. The Prbvider will, to the extent possible, make available lower level beds (when bunks beds are present) or regular single beds to facilitate access for persons with disabilities., b. Up to three (3) meals a day-, C. Basic case management, information, an&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 C. Participation inthe .other routine services of the Camillus H-ouseDay CQnter program, including but not limited to, access to: showers, clothing exchange, toilet facilities, mail room, library, computers, electncal outlets, telephones, socialization, and other re.cfeationalactivides-, f Assistance to receive entitlement bene.fits. (L.e., SSI,. VA, TANF,Medicaid and other entitlernent�), referral to educational, recreational and vocational services as appropriate,. and referral to transitional andi'ar advanced care housing; 9. The PROVIDER warrants that the following amenities and services will be provided to HornBless Persons referred to the Program. il Space sufficient to accommodate 75 beds; it - Organized sleeping arrangements; iii: L Personnel employed by PROVIDER that shall provide necessary care; iv. Functioning restrooms; V. Electricity to provide light; vi, A potablet-water source or space to accommodate water,. vii. Staff personnel.. . adequate: to maintain a, safe en.vironnient at the: facility; Vill. Adequate supplies necessary to comply with all terms of this, :Agreement; ix, ApprQpriate, medical care and supplies When necessary,. and within the scope ofP-ROVIDER's competence, in its, sale discretion; .... .......... 1M. i,- xPersonnel property storage; and Xii, Basic personal hygiene products available at no cost, such as. soap, shampoo., tooth paste, toothbrush ete, 7. MEDICAL 4 It is the responsibility of the PROVIDER's staff to recognize if aHomeless 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, S IGN The PROVIDER shall erect and/or post. a sign in a conspicuous place within the facility, ility, in sight of the pavilion, listing PROVIDER's general I rules and items that are prohibited to possess throughout. the feility, 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 Potice and the. Department with updated availability counts for Potting.er Extended Stay 'Beds and Pottinger Beds, an updated list of Banned Individuals when requested, and other duties as specified in this Aareemcnt. 10. ADMISSION INTO THE PROGRAM Only a City of Miarni Police Officer, or an ernployee of the Department. who is transporting. a Homeless Person on behalf of a City of Miami Police Officer, can place a Homeless Person into the Program,. Homeless Persons referred to the Program shall be given a 'ease card' by the referring , or transporting City of Miarni 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 Homel6s Person into the PrOgrarn. The PROVIDER shall not permit placement of any Homeless Personsinto 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 sexualoffender; c. If the. Homeless Person is a sexual predator; d, if the Homeless Person has, any type of active/open warrant(s); e, If the Homeless. Person is on PROVIDER's list of Banned Individuals; f . If the Homeless Person cannot take card of thernselves:(ix., must be able to arnbulate. on their own, Including showering on their own, notrequire g, If the Homeless Person shows . signs of violent/aggressive behavior (e.g. pose a danger to self or others), that would more appropriately require placement In a crisis stabilization. unit. Depending on the needs of the CITY on any given day, the CITY ma contact the Provider Liaison to reserve and allocate an additional or lesser number of Pottinger beds. 5 The Homeless Coordinator shall notify the Provider Liaison no less than. 24 hours prior to the time the Pottinger beds, or additional Pottinger Beds, are required to be available. To that end, the Provider Liaison shall provide the City of Miarni Police Department and the Department with a spreadsheet; via electronimail at,9:00 a.m. and at 5 p.m. daily, advising of the bed count of available Pottinger Extended Stay Beds and available Pottinger beds. The City of Miami Police Department and the Department may contact the PROVIDER on the PROVIDER'S dedicated Program telephone number to confirm bed availability at any firtic duiting the day, evening or overnight. On weelcends and PROVIDER -observed holidays, tlie City of Miami Police Department evartment and the Department may obta� , in the count of available Pottinger Extended Stay Beds and Pottinger beds by contacting the Pottinger PROVIDER's dedicated Program telephone number. 11. TRANSFERS TO A POTTINGER EXTENDED STAY BED A homeless person placed in a Pottinger Bed who can benefit from, and/or requests additional services, may be transferred to one of the sixty-five (65) Pottinger Extended Stay Beds on a first-comefirst-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 theoption 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 Prog-ram... Any consenting Homeless Person transferred out of the Prograrn will not be considered,governed by this Agreement. 13. EXCLU8,1Vk USE TheTROVIDER understands that all seventy-five (75) beds in the Program are for C, sole, use by `the CITY Pursuant to the terms: of this Agreement and in consideration for CITY's monthly payments referenced lierein. Accordingly, PROVIDER shall not use any of the beds in the Program as an extension of PROVIDER's other shelterprograrn(s), and shall not collect any fees directly from a Homeless Person. occupying. 4 Program bed, 0.r collect any money fi-om another source for use of any Program beds. Furthen-nore, the use of any Program bed shall not be I t-� . sold given, I or granted to any third person or entity during the term of this Agreement. ......................... ... ............. I ........... I ..... ............ ........ ....... . ...... .... .. ... - .............. . ... ..... .... . ..... -.1.1 ...................... 144 - INFORNIATIO.N. DATABASE AND REPORTIXG The PROVIDER shaft prepare a monthly report, outlining the number of Flarticipants served, the number of Pottinger Beds and Pottinger Extended Stay Beds filled, the length of stay for each Participant, the number of daily Program bed vacancies-, and placements by placement source (e.g. City of Miami Police or Department staff rl transporting on their behalf). The report shall be provided, via email, on the 1.0" 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 Hometess. Person is a Banned Individual from shelter, and whether the individual was voluntary placed into more permanent shelter. The data entry shall also: include the name and IBM number of the officer from the City of Miami Police Department who referred the Homeless Person to the. Program, and the name and IB . M number of the officer who transported the Homeless Person (if different fi-orn placement officer), or the nai,ne and. employee number of the City of Miami Community Outreach Specialist who transported the Homeless Person to the facility. The PROVIDER shall make any and all records created pertaining to the Program, including all co neuter database, information, in searchable format, organized, available for print in spreadsheet format, and available to the Homeless Coordinator upon request t via the HMIS system. b. The PROVIDER must maintain and update their list of Homeless Personswho are Banned Individuals, The PROVIDER shall make any and all current and active fists 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 FORTH The PROVIDER shall enter the client into the HMIS., The Provider shallprovide 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 Mouse' or `Other' entity with a, blank space to, make a notation o.fthe entity that secured the personal b. Each Intake Package shall list the PROVIDER's general rules and prohibitedliteitis 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 iii the 7 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 'ease card' provided by the referring or transporting City of Miami police officer must be given to the PROVIDER and maintained for the length of time that the Intake Package is stored. e, The: PROVIDER shall make any and all Intake Packages completed pertaining to the Program available to the Homeless Coordinator upon request. f PROVIDER shalt keep and maintain all Intake Package for a period of no less than five (5) years. 16. SAFETY OF FACILITY AND SURROUNDING AREAS The PROVIDER shall .keep the streets and sidewalks surrounding the facility and the perimeter of the facility clear of any individuals, whether Homeless Persons or not, from congregating, and/or loitering. The PROVIDER shall _undertake the responsibility of maki.n.- 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 OVIDER agrees to the following conditions: a. PROVIDER shalt, through the promulgation of its rules, seek to enforce a 10:00 p.m. to 6:00 a.m. curfew on participants of the Pro( r am; b.. PROVIDER shall post the appropriate "No Loiterinfsiggns on the Perimeter of the facility, c. PROVIDER shall ensure that no Prograinpartici . pant who leaves the facility during the period 7:00 am. 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 c.au,,,,.Q 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, 6.) at least one (1) off-duty City of Miami police officer between 6A5 am. to 8:45 a.m., each day;, and (ii) a security guardfor those hours not patrolled by an off-duty officer,. f. PROVIDER shall maintain an adequate number, of trash receptacles; g,� PROVIDER shall. maintain the facility in pristine condition,. and routinely police the perimete.r., of the property; jp§isjhan twice daily,:jq M*e.sure no li.t.t.Pr or ............ .. ............... .... ................ ................ .......... perimeter .......... ... ............... .. . ............ .......... daily, . .. .............. .... .. ... .. .... ... unattractive conditions. exist. 17, -HOMELESS PERSON WITH DISABILITY The PROVIDER shall make the appropriate accommodations necessaryfur any and all Homeless Persons with disabilities who are referred to the Program in compliance with the Americans with Disabilities Act. 8 18. ELIGIBILITY The PROVIDER understands that Program shall be open to any Homeless Person residing within the jurisdictional boundaries of the City of Miami, and who is placed in the Pro Of n . gram by a City Miami Police Officer, who meets the criteria under the Pottinger Settlement Agreement, and who is at least 18 years of age or older. Under no circumstances may a Homeless. Person be transpoi ted from another jurisdiction (e.g;., from outside the City of.Nliami), or transported from, another shelter facility (within or outside the City Of Mjami), 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 perforni any of its obligations hereunder, after written notification by CITY', then PROVIDER shalt have ten (10.) days to cure violation. If after the cure period the condition persists or PROVIDER continues to fall in complying with any term or condition of 'this.. Agreement, or fails to pertbn-n 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 ilz notice to. PROVIDER, terminate this available to it by law, may immediately, upon written p Agreement. Upon termination, the CITY no longer has the oblio,at,; ion. 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. oftennination. For example,, if termination occurs on the 2"d of the month, then. 29/3 ) 0 of the monthly payment made on the, Ot of the month shalt be refunded. to the CITY by the PROVIDER. PROVIDER understands and agrees that ten-nination 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 shalt use their best efforts toinformally resolve their dispute. Jf 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 RuIQS, and. the arbitration pandl shall be composed of a single arbitrator. The: arbitration shall be held in Miami, Florida. The parties expressly :Nva ive their Tight 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 pfiorto 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 - 9 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 dateof such termination. 22. NOTICE It is understood and agreed amongst the Parties that written noticeshallbe mailed or hand delivered to the addresses set ford -1 below, and shall be deemed to have been served and given (the "eff6ctive. date."): (a) if delivered by hand, to the address fisted below" On the date received; or (b) if delivered by US. Mail, and sent by certified mail, return receipt requested, on. the date received, The Parties designate the following addresses. for notice: FOR CITY OF T-VIIANIL FOR CAMILLUS HOUSE, INC.o Emilio T. Gonz'lez, PhD. Hilda M, Fernandez, City Manager CEO Camillus.Flouse 3500 Pan American Drive- 1603 NW 7"' Avenue, Coconut Grove, FL 33133 Miami, FL 33136 Either party may at any time designate a different addr.ess and/or contact. person by giving written notice as provided above to the other, pasty, Such notices;shall be deemed given upon receipt by the addressee. 21 OWNERSHIP OF DOCUINI.ENTS PROVIDER understands and agrees that any information, document, report car any other material whatsoever, including but not limited to: database records. and/or 111take Forms, or which is otherwise obtained or prepared by PROVIDER pursuant to or under the terms of this Ag7een-tent is and shall at all times remain the property of the CITY, PROVIDER agrees not to use any such infonnatioa,document, report or use suchmaterial' for any other purpose whatsoever without the written consent of CITY, which may be withheld, or conditioned by die CITY in its sole discretion, 24. AUDIT AND INSPECTION R.IGFITS The, CITY may,, at, reasonable times, and for a period. of up to five years following the date of final payment by die CITY to PROVIDER under this Agreement, 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 ismade.-under this, Agreeinent. The CITY nay, at reasonable times during the term hereof, inspect PR OVIDER's facilities andperfarm such tests, as the CITY deems reasonably necessary, to. determine 10 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 Cade of the City of Miami, Florida, as same may be amended or suppler Tented, 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 CITE" Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access lay the CITY and the public to all documents subject to disclosure under applicable laws. PROVIDE'R's failure or refusal to comply with the provisions of this section shall result in the; inmediate cancellation of this Agreement by the CITY. b, PROVIDER shrill additionally comply with Section 119.0701, Florida Statutes, including without limitation: (l) 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 110, Florida Statutes, or as otherwise provided by Iavu; (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 elle CITE' 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 CITE'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 laver, or to evidence compliance with the terms of the Agreement. 26. 'INTEGRATION CLAUSE This Agreement incorporates and includes all prior negotiations; correspondence, conversations, agreements, and understandings applicable to the matters contained herein, and the Parties agree that there are no commitments, agreements or understandings concerning the subject utter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated 27. NO THIRD PARTY BENEFICIARIES There are no express or implied. third party beneficiaries to this ,Agreement. No Homeless Persons who may obtain shelter or services under this Agreement shall be considered as a third party beneficiary. 11 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 approvedand signed by all Parties hereto. Approval of any amendment, alteration, variation, modification, e.Ntension or waiver ofprovisions 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 I relatiotiship, among the Parties -.hereto. Each Party heveto:acknowtedcres the independence and autonomy of the other Party hereto. 3L. CONIPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS PROVIDER understands that agreements between private entities. and local governments aresubject to certain laws an, d regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. CITY and PROVIDER agree to comply with and observe all aptyl icable flederal, state and local laws, rules, regulations, codess and ordinances,, as they may be amended ftom time to time. 31. 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 thisAgreement, C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, - -A - - _ !_ ____ Wi1_ - tT 1_:_ -Po- -_ _T___ __ - I :I,j , d: Should anyprovision, sentence, word, or phrase contained in this Agreement be determined by a, court of competent. jurisdictionto be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to- the extent necessary in order tocon.fon-n with such laws, or if not modifiable, then same shallbe deemed severable, and in either event, the remaining terms and provisions of this Agreement shall rernain unmodified and in full force and effect or limitation of its use. e. It is agreed that this Agreement was the product of anus -length give-and- take negotiation, and that its terms were drafted jointly, such that if construction of any tett is necessary, it shalt not be construed for or against either party as the draper.: 33, Indeninitv 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 "Liabilifies.1 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 performancee or rion- perfi-)rnianee 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 of in strict liability) of the Indemnitees, or any of them, or (ii) the failure of the PROVIDER to comply materially with any of the requirements herein, or 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, Z. 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 liabilityemployee ployee or fon-ner employee would othenvise be limited to payrnents under state Workers' Compensation or 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 taw, ordinance, order, rule, regulation condition, or requirement, regulation, 1 ir related directly to PROVIDER's negligent performance under this Agreement, compliance with. which i's left by this Agreement to PROVIDER, and. (ii) any and all claims, and/ur suits for labor and materials furnished by PROVIDER or utilized in the performance of this Agreement or otherwise. MOVIIDEIR's obligations to indemnify, defend, and hold harmless the Inderanitees . ...... ........................ shall survive ,the termi.nat n./.Qxpiration-of.thi.s,Agreeinerlt . ..... I - ..... ............................... .... ........ .. ............. .. .., ................. PROVIDER understands and agrees that any and all liabilities regarding the use of a . ny subcontractor f6r providing services related to this Agreement shall be borne solely by PROVIDER throughout the duration of dais Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 13 34. Insurance At all threes during the term hereof, the Licensee shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the Licensee shall furnish to the CITY original certificates of insurance indicating that the Licensee is in compliance with the provisions described in Exhibit "A" attached hereto, and incorporated into this Agreement.. 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 EM-I�,, T. GONZALEZ, PHD. CIT IL. CITY OF MIAMI, FLORIDA Date: Attest: CAMILLUS HOUSE, INC. HILDA M. FERNANDEZ U CEO CAMILLUS HOUSE, INC. Date:. Pap 14 EXUIBIT A INSURANCE REQUIREMENTS-CAMILLUS HOUSE I. Commercial General Liability, A. Limits of Liability Bodily Injury and Property Daniage Liability Each Occurrence $1,000'.000 Crencral Aggregate Limit $ 2,000,000 Personal and Adv. Injury $1,000,000 Products/Completed. Operations $ 1,0010,00Q B. Endorsements Required City of Miaini listed as additional insured Contingent &. Contractual Liability Premises and Operations ..Liability Primary Insurance Clause Endorsement 11, Business Automobile Liability A, Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit O,vvned/SehedLded Autos Including Hired, Borrowed. or NonOwned.Autos. Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed asan additional insured 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 s1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V, Umbrella Liability Each Occurrence $1,000'.000 Policy Aggregate $ I„ 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 ail the State of Florida, with the, following qualifications, shall issue aft insurance policies required above: The company must berated no less than. "A-" gslo.management,.an.d no less than. "Class V` as to Financial $trongth, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Old -wick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review, and .............. ............. by Risk Management prior to insurance approvah 7 ACC>RV 0 CERTIFICATE OF LIABILITY INSURANCE DATE 6129/2.018 MMIDD/YYYYJ ( 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN HE ISSUING INSURER(S), AUTHORIZED THE REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT- If the certificate holder is an ADDITIONAL INSURED, the, policy(ies) must have ADDITIONAL INSURED provisions. or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require.. an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such andorsoment(s), PRODUCER Artex Risk Solutions, Inc. (CB) 2850 Golf Road, 5th Floor Rolling Meadows IL 600084050ADPRESS11.. CONTACT JEAjCChrmtianBrother�� i 1 . PHONEAX (FA Noy, 630-378-2508 _WQ fC' _ (NSURER(S.AFFORDtNGC E NAM# ... . ....... ........... ....... . ... . .. I Y N INSURER A . Pennsylvania, Manufacturers Assoc: Ins Go 12262 INSURED CHRIBRO.14 Brothers of the Christian Schools Affiliates IN public, In wrance. Com 24147 INSURER ..Old Re Any INSURER 0 Loc #1176001 CAMILLUS HOUSE INC _5A_MA6E7_T_0PENTZD is _gRgrrancal PREM 0..(pw 1205 Windham Parkway Romeoville IL 60446-1679 r 31.1,011 INSURER F: COVERAGES CERTIFICATE NUMBER.,. 429307486 REVISION NUMBER! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD. INDICATED.. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN is SUBJECT TO ALL THE TER VIS;. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN WAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE 2rODL INSO: VVVn EOLICY NUMBER 1,POLICYEFF MM/DDfYYYYJ. (MWDDiYYYY) LIMITS R X COMMERCIAL GENERALLIABILITY CLAIMS -MADE OCCUR I Y N 821a00 0998922 6/1,5aoia 611512019 EACH OCCURRENCE 52000006 _5A_MA6E7_T_0PENTZD is _gRgrrancal PREM 0..(pw Included one-person)' r 31.1,011 PERSONAl_ & 6py LNJURY 131,000;000 GEN'L AGdRrGATE 4IMIT APPLIES PER: GFNERALAGGREGATE $ 1,000,000 I POLICY Loc }IRO JECT L -J �rx PRODUCTS ..00mPtOPAGG $1,QW,000 ,OTHER: B AUTOMOBILE LIABILITY X ANY AUTO' j Y N MWT8 21543 $/16/1018 S/I _,12019 COMBINED SINGLE LIMIT. BODILY INJURY (Per person} ::51 000OQ0 S I: WNED SCHEDULED !.AUTOS ONLY AUTOS X HIRED X, i NON -OWNED AUTOS ONLY AUTOS ONLY i ILY BODINJURY �Per accldwt) S PROPERTY DAMAGE UMBRELLA UAB. OCCUR EACH 0 EXCES$ L CLAIMS -MADE! AGGREGATE S DEO t RETENTIONS: S' WORKERS. COMPENSATION AND EMPLOYERS'LIABILITY YIN ANYPROPRIETOR/PART.NEPJEXECUTIVE. r--7 OF:FICER1MFMSEREXCLUDED,7 (Mandatory In 14HY N/A l PER 1 OTH- STATUTE I E.L, EACH ACCIDENT FEL. DISEASE, r-KUPLOYFE 4 _' If yes, ddscdba UnderI DESCRIPTION OF OPERATIONS'lielow I i E.L. DISEASE � POLICY LIMIT s A LK Prol'i Healthcare N N 821800 0998922 611612018 jI 611612016 $1,000,000 Occisr, I $1,00.0oAggreg, DESCRIPTION OF OPERATIONS'I LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached if more. apace, is required) Only the General Liability coverage *11 apply on a Primary and Non -Contributory. basis (per attached endorsement) if required by f011y executed written contract, Certificate Holder is added, as an Additional Insured (per the attached endorsement) for General Liability and Automobile GOVerages solely'.*ictly., and specifically With regards to: City of.Mlami Contracts. City of Miami Is added as Additional Insured where required by contract. .......... - ................. I ................ ............ ..... .................. I ..................... ....... ...... ..... ............ ........................ .............................. .. ...... ....... ..... ................... .. 1. ................ I ........... ............. ............................ ........ .. ........ ... ...... .. ... ... ....... ..... ..... ... ................................ ...... ......... ........................ I The City of Miami 444 SW 2nd Avenue Miami FL33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE. CANCELLED BEFORE THE EXPIRATION DATE, THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE. POMY'PROVISIONS. C 19.88-2015. ACORD CORPORATION, All ACORD 25 (2016/03) The ACORD name and [ago are registered marks of ACORD PENNSYLVANIA MANUFACTURERS' ASSOCIATION INSURANCE COMPANY Attaching to and forming, part of Policy NO. 821800 0998922 Named Insured; THE RELIGIOUS AND CHARITABLE RISK POOLING TRUST OF THE BROTHERS OF THE CHRISTIAN SCHOOLS AND AFFILIATES Effective date of this endorsement is June 15, 2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY., ADDITIONAL INSURED SCHEDULED PERSON OR. ORGANIZATION This endorsement modifies insurance provided under SECTION 11 INSURING AGREEMENT 0, GENERAL LIABILITY COVERAGE defined within the Coverage Agreement SECTION I: Schedule Name of.Additional Insured. Persons(s) or Organization(s): Designated Location(s) Of Covered. Operations; ANY PERSON. OR ORGANIZATION WHEN YOU HAY E AGREED IN A WRITTEN CONTRACT FOR THAT PERSON OR ,ORGANIZATION TO BE AI)DED AS AN ADDITIONAL INSURED ON YOUR POLICY, if no entry appears above, information required to complete this endorsement will be shown in the CeirtificaE_- of Coverage as applicable to this andorsement, Section 11 Insuring Agreement C -Name of I Insured Amended A. Who Is An Insured defined in the General, Insurance Agreement is amended to include as. an Additional Insured the person(s)or organizatian(s) shown in the Schedule above, but only with respect to liability, In theperformance of the Named Insured's ongoing operations for the Additional Insured(s) at the Location(s). designated in the Schedule above for "bodily i1111.11"y".or "property damage"; caused in whole or In part,by the Named Insured's acts or omissions which takes place after the execution of a written agreement. with the Addi I tional frisured(a). For the coverage. provided by this endorsement: the following.paragraph is added to Section IV —General Conditions,, Section 11, Insurlirig Agreement C -General Liability; Thisinsurance is primary insurance as respectsto this coverage to the additional insured person or organization, where, the written contract or written agreement reqtitres that this insurance beprimary and;noncontributory, In that, event, we will not seek contribution from any other Insurance policy available to the additional insuredonwhich the additional insured person or organization is a,Named Insured, C, Who Is An Insured is also amended to include. as an additional Insured the person(s) or,organization(s),showrT in. the Schedule, with respect to, liability for "bodily injury" or 'property damage" caused, in whole or in part, by the .Named Insured's work" at the location designated and described in the schedule of this endorsement performed for that ....... ............. - ..................................................... ..a....d....d.....i.t...i.o......n...a......l ...i..n.....s... IureI..d'..a.....n....d....included ..-n . t.h....e... "... Pr...o...d....L.....c....t..s....-...oo!pplqtq4.ppAr6t!on.. .s......h...a...z....a...r.d", .. ............ ...... ...... ...... ... The most we will pay is the amount Qfihsurance required by the written contract or the amount of applicable limit I ts of insurance under this policy; whichever is less: This Insurance does not apply to any claims or suits- seeking damages., Including defense, arising out .of, directly or Indirectly, from any actual or alleged.participation in anypct of sexual misconduct, sexual harassment, sexual molestation, sexual abuse or any claim sexual in nature; physical or mental, of ariV person.. Ex6ept as amended in this endorsement, this insurance is subject to all coverage tern1s, clauses and conditions in the, policy to which this endorsement is, attached and.onlyapplies to the extent permitted bylaw, THIS FORM APPLIES IN STATES WHICH USE: CA 00 01 (10-13) IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ: IT CAREFULLY. ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Name of Person(s) or organization(s): All persons or organizations as required by contract. or agreement With respect to COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured is changed with the addition of the following: Each person or organization. shown in the Schedule for whore you are doing Work is an "Insured". But. only for "bodily injury" or "property damage" that results from the ownership,maintenance or Use of a covered-1auto" by: 1. You; 3. anyone who drives a coveted "auto" with your permission or w , ith the permission of one ofyour "employees", However, the insurance afforded to the person or organization shown in the Schedule shall not exceed! the scope of coverage and/or limits mits, of this .policy, Not withstanding the foregoing sentence, in no event shall the insurance provided by this policy exceed the scope of coverage and/or limits required by the contractor agreement, PCA 001 '1.013 MWTB 21543 Religious and Charitable Risk Pooling Trust 0611512618 a 6611512019. .4C'C?RL IP 14.�CC CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) F5130>201e THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR !NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR: PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC 1000 Corporate Drive Suite 400 CONTACT NAME: PHONE FAX fAIc. No. pxtI, 954-938-8788 Ic No A DRIESS: INSURERS AFFORDING' COVERAGE NAIC'# Fort Lauderdale FL 33334 INSURER A: -Evil lovers Insurance Company of Wausau 21458 EACH OCCURRENCE $ INSURED CAMILHOUSEI Camillus House Inc. INSURER 9 1603 NW 7thAvenue INSURER C INSURER D: Building G Miami FL 33136 INSURER E; INSURER F ; LIABILITY ANYAUTO OWNED' SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED: AUTOS ONLY AUTOS ONLY COVERAGES CERTIFICATE NUMBER: 1384760537 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, 'NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPEOFINSURANCE ADDL SUBR POLICYNUMBER POLICY M DD�YY MM/DgiYYYY- LIMITS COMMERCIAL GENERALLIA131LITY CLAIMZE S -MADE OCCUR EACH OCCURRENCE $ (PA A TO RENTED REMISES fEa-- - rren e $- MED EXP (Any one person) $` PERSONAL & ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: POLICY F-1 PRO-[—] LOC OTHER; GENERALAGGREGATE $ PRODUCTS-COMP/OPAGG $ $ AUTOMOBILE LIABILITY ANYAUTO OWNED' SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED: AUTOS ONLY AUTOS ONLY -COMBINEDSINGLE LIMIT $ cdden -- BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY€}AMAGE Per accident UMBRELLA LIAII EXCESSLIAS HOCCUR CLAIMS -MADE EACHOCCURRENCE $.. AGGREGATE DED RETENTIONS A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOPUPARTNERIEXECUMVE YIN EXC OFFICERIMEMBERLUDED7 (Mandatory irtNH) 1f yes, describe under DECRIPTION OF OPERATIONS below N / A WCCZ91448009028 11/2018 111/2019. X STAT E; ERH E.L. EACH ACCIDENT $ 4,000,044 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE-, POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCAT€ANS /VEHICLES (AC ORD 101, Additional Remarks Schedule, may be.attached If more space is required) re: Day Center Agreement and Pottinger Shelter Program PrOof of Insurance only: TE City of Miami' 3500 Pan American Drive Miami FL 331.33 ACORD 25 (2016/03) SHOULD ANY or THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE 4 ©1988-2015 The ACORD name and logo are registered (narks of ACORD riahts