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Agreement with Miami Rescue Mission X0 10- 7x /30. AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND MIAMI - RESCUE MISSION FOR EMERGENCY SHELTER SERVICES THIS AGREEMENT made and entered into this day f ca.._ 2010 b Y Y and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, '33139, and MIAMI RESCUE MISSION, (hereinafter referred to -as Contractor), whose address is 2020 NW 1 St Avenue, Miami, Florida, 33127. ; SECTION 1' DEFINITIONS Agreement:. This Agreement between the City and Contractor.. City Manager:. The Chief Administrative Officer of the, City. Contractor: For the ,purposes of this Agreement, Contractor shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Contractor performed pursuant to or undertaken under this Agreement, as described in Section 2. Fee: Amount paid to the Contractor to cover the costs of the Services._ Risk Manager: The Risk Manager of the' City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305) 673 - 7000, 'Ext. ' 6435, and fax number (305) 673 - 7023. 1 SECTION 2 SCOPE OF WORK The scope of work to be performed by Contractor is set forth in Exhibit "A," entitled "Scope of Services" (Services). SECTION 3 COMPENSATION 3.1 FIXED FEE For the term of this Agreement, the City agrees to pay funds allocated to Contractor equal to $15.00 per day, per bed, for fifteen (15) male beds, equal to Eighty Two Thousand One Hundred Twenty -Five ($82,125.00) dollars, to be used to provide shelter, meals and program participation. 3.2 INVOICING Contractor shall submit an invoice, which includes a description of the Services provided including the number of beds provided, and a copy of the latest Monthly Progress Report as generated through the Homeless Management Information System. - 3.3 METHOD OF PAYMENT Payments shall be made within thirty (30) days of the date of invoice, in a manner satisfactory to and as approved and, received by the City. Contractor shall mail all invoices to: City of Miami Beach Homeless Services Program Attention: Katherine Martinez 555 17 Street Miami Beach, Florida 331.39. With copies to:, City of Miami Beach Office of Real Estate, Housing & Community Development Attention: Anna Parekh 555 17 Street Miami Beach, Florida 33139 2 , SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CITY The City and the Contractor shall abide by the provisions for placement established in Exhibit "A ". S 4.2 PUBLIC ENTITY CRIMES A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3) (a) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division, prior to commencement of the Services herein. 4.3 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall commence on October 1, 2010, the effective date, and shall terminate on September 30, 2015. 4.4 NOTICE TO PROCEED The . Services to be rendered by the Contractor shall be commenced upon verbal Notice to Proceed from the City subsequent to the execution of the Agreement, and Contractor shall adhere to the schedule as referenced by Exhibit "A" hereto. 4.5 INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and .expenses, including, but not.limited to, attorneys'. fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its employees, agents, sub - consultants, or any other person or entity acting under Consultant's control, in connection with the Contractor's performance of the Services pursuant to this Agreement; and to that extent, the Contractor shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses including appeals. The Contractor's obligation under this Subsection shall not include the obligation to indemnify the .City of Miami Beach and its officers, employees 3 and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. { 4.6 TERMINATION, SUSPENSION AND SANCTIONS 4.6.1 Termination for Cause If the Contractor shall fail to fulfill, in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option : to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of this Agreement and shall grant Contractor seven (7) days to cure such default. If such default remains uncured after seven (7) days, the City, upon'three (3) days' notice to Contractor, may terminate this Agreement and the City shall be fully discharged from any and all liabilities, duties and terms arising out of /or by virtue of this Agreement. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole option and discretion, shall additionally be entitled to bring any and all legal /equitable actions that it deems to be in its best interest in order to enforce the City's'right and remedies against the defaulting party. The City shall be entitled to recover all costs of ' such actions, including reasonable attorneys' fees. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive* counter claims against the City in any such action. 4.6.2 Termination for Convenience. of City The City May also, for. its convenience and without cause,. terminate the services then remaining to be performed at any time during the term hereof by giving written notice to Contractor of such, termination, which shall become. effective five (5) days following receipt by the Contractor of the written termination notice. In that event, all finished or unfinished documents and other materials, r as described in Section 2 and in Exhibit "A" shall be properly assembled and delivered to the City at Contractor's sole -cost and expense. If -the Agreement is terminated by the City as provided in this subsection, Contractor shall be paid for any services satisfactorily performed, as determined by the City at its discretion, up to the date of termination. If contract .is 4 terminated without cause as described in Section 2, City shall. pick -up all finished and unfinished documents and. other. , materials from. the Contractor at its expense. 4.6.3 Termination for insolvency The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. -In such event, the right and obligations for the parties shall be the same as provided for in Section 4.6.2. 4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, as applicable, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to, withholding of payments to the Contractor under the Agreement until the Contractor complies and /or cancellation, termination or suspension of the Services. In the event the City cancels or terminates the Services pursuant to this Subsection the rights and obligations of the parties shall be the same a's provided in Section 4.6.2. 4.7 CHANGES AND ADDITIONS Each such change /addition shall be directed by a written Notice signed by the duly authorized representatives of the Contractor. Said Notices shall provide an equitable adjustment in. the time of performance, a reallocation of -the task budget and, if applicable, any provision of this Agreement, which is affected by, said Notice. The City shall not reimburse the Contractor for the cost of preparing Agreement change documents, written Notices to Proceed, or other documentation in this regard. 4.8 ADDITIONAL CONDITIONS It is expressly understood and agreed by the parties hereto that monies to be used by Contractor, as contemplated by this Agreement, may originate from City of Miami Beach Resort Tax, General Fund and /or Community Development Block (CDBG) Grant funds from the US Department of Housing and Urban Development (HUD) and must be implemented in full- compliance with all of HUD's rules and regulations. It is expressly understood and agreed that i,n the event of curtailment or non- production of said federal grant funds, the financial sources necessary to continue to pay the Contractor all or any. portions of the funds contemplated herein will not be available, and that this Agreement will thereby terminate effective as of the time that it is determined by the City, in its sole discretion and judgment, that said funds are no longer availableAn the event of such determination, the Contractor agrees that it will not look to, nor seek to hold liable, the City nor any individual member of the City Commission and /or City Administration thereof personally for the performance of this Agreement and all of the' parties hereto shall be released from further liability each to the other under the terms of this Agreement. The Contractor agrees to comply with all applicable federal regulations as they may apply to program administration and to carry out each activity in compliance with the laws and regulations as described in 24 CFR 576, as, same may be amended from time to time. Additionally, the Contractor will comply with all state and local (City and County) laws and ordinances hereto applicable. It shall be Contractor's sole and absolute. responsibility to continually familiarize itself with any and all such applicable federal regulations, as well as any and all applicable state and local laws and ordinances. 4.9 RELIGIOUS ORGANIZATION OR OWNED PROPERTY As applicable, Emergency Shelter Grant funds may be used by religious organizations or on property owned by religious ' organizations only with the Prior written approval from the City and only in accordance with requirements set in 24 CFR 576.23. 4.10 CONFORMITY TO HUD REGULATIONS The Contractor agrees to abide by guidelines set forth by the US Department of Housing and - Urban Development for the administration and implementation of the Emergency Shelter Grants (ESG) Program, including all applicable federal regulations as they may apply to program administration and to carry out each activity in compliance with the laws and regulations as. described in 24 CFR 576. The Contractor shall comply with the requirements and .standards of: 24 .CFR 85 (codified pursuant to OMB. circular No. A -102), OMB Circular No. A -87, OMB Circular No. A -122, OMB Circular A -110 (implemented as 24 CFR part 84), and /or the related ESG provision as they relate to the acceptance and use of Emergency Shelter. Grant amounts, as applicable. The Contractor agrees to comply with all of the provisions of 24 CFR 576.57. In this regard, the Contractor agrees that duly authorized representatives of the US Department of Housing and Urban Development shall have access to any books, documents, papers and records of the Contractor that are directly pertinent to this Agreement for the purpose of making .audits, examinations, excerpts and transcriptions.. 6 4.11 AUDIT AND INSPECTIONS With 24 -hour written notice, the City and /or such representatives as the City may deem to act on its behalf, may, during normal business hours, audit, examine and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Contractor shall maintain any and all records necessary to document compliance with the provisions of this Agreement. 4.12 ACCESS TO RECORDS Contractor agrees to allow access during normal business hours to all financial records to the City and /or such authorized representatives as it may deem to act on its behalf, and agrees to provide such assistance as may be necessary to - facilitate financial audit by the City or its representatives when deemed necessary to insure compliance with ,applicable accounting and financial standards. Contractor shall allow access during normal business hours to all other. records, forms, files, and documents which have been generated in performance of this Agreement, to those personnel as may be designated by the City. 4.13 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Contractor shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.14 SUB - CONTRACTORS The Contractor shall be liable for the Consultant's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of sub - contractors, and any other person or entity acting under the direction or controls of the Contractor. When the term "Contractor" is used in this Agreement, it shall be. deemed to include..any sub- contractors and any other person or entity acting under.the direction or control of Contractor. All sub- contractors must be approved of in writing prior to. their engagement by Contractor. 4.15 EQUAL EMPLOYMENT OPPORTUNITY In. connection with the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age; and national origin, place of birth, marital status, or physical handicap. The. Contractor shall take affirmative action to ensure that applicants are employed. and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, - national origin, place of birth, marital status, disability, or 7 sexual orientation, as applicable. Such action shall include, but not be limited to the following: , employment,. upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.16 CONFLICT OF INTEREST The Contractor agrees to adhere to and be governed by the Metropolitan Miami -Dade County Conflict of Interest Ordinance (No. 72 -82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement' conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. No member of or delegate to the Congress of the United States shall be' admitted to any share or part of this Agreement or to any benefits arising there from. 4.17 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, design specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Contractor or its employees or subcontractors. 4.18 NOTICES All notices and communications relating to the day -to -day activities shall be exchanged between the Project Manager appointed by the Contractor and the Program Coordinator designated by the City. The Contractor's Project manager and the City's Program Coordinator shall be designated promptly upon commencement of services. All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by registered mail. Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONTRACTOR: Miami Rescue Mission Attn: Ronald Brummit 2020 NW 1 S Avenue (305)571 -2206 TO CITY: City of Miami Beach Attn: Hilda Fernandez/Office of the City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673 -7077 WITH COPIES TO: Homeless Program Services Attn: Katherine Martinez City of Miami Beach 555 17 Street Miami Beach, Florida 33139 Office of Real Estate Housing & Community Development Attn: Anna Parekh City of Miami Beach 55517 th Street Miami Beach, Florida 33139 4.19 LITIGATION AND JURISDICTION VENUE This Agreement .shall be enforceable. in. Miami -Dade. County, Florida, and if legal action is necessary by either party with, respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of m same shall lie in Miami -Dade County, Florida. 4.20 ENTIRETY OF AGREEMENT This writing and the Services embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and. understandings, oral or written with reference to the subject matter hereof that are not merged herein and superceded hereby. 9 4.21 INSURANCE REQUIREMENTS The Contractor shall not commence any work pursuant to this Agreement until all insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. The Provider shall maintain and carry in full force during- the term of this Agreement and throughout the duration of this project the following insurance: a. Workers 'Compensation & Employers Liability as required pursuant to Florida statute. b. Thirty (30) days written notice of cancellation or substantial modification in the insurance coverage must be given to . the City's Risk Manager by the Contractor and his insurance company. c. The insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by f the City's Risk Manager. d. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager for approval prior to any work commencing. These certificates will be kept on file in the Office of the Risk Manager, Third Floor, City Hall. e. The Contractor is responsible, for obtaining and submitting all insurance certificates for their Contractors. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The . companies must be rated no less than "B+ as to management and not less than "Class IV" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company Oldwick, New Jersey, .or its equivalent, subject to the approval of the City's Risk Manager. Compliance with the foregoing requirements shall not relieve the Contractor of liabilities and obligations. under. this Section or under any other portion of -this . Agreement, and the City shall have the right to obtain from the Contractor specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. 4.22 ENDORSEMENTS All of the Contractor's certificates, above, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. 10 . 4.23 CERTIFICATES Unless directed by the City otherwise, the Contractor shall not commence any services. pursuant to this Agreement until the City has received and approved, in writing, certificates of insurance showing that the requirements of this Section (in its entirety) have been met and provided for. 4.25 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can. place a limit on the, City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the , sum of $1,000._ Contractor hereby expresses . its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $1,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess of $1,000 for any action or claim for breach of contract arising out of the performance or non - performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the Limitation placed upon the City's Liability as set forth in Section 768.28, Florida Statutes.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officials on the day and date first. above indicated. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: — City Clerk / ity nager FOR CONTRACTOR MIAMI RESCUE MISSION. ATTEST: By; Ile r s tary President 44• ��avo�,,, �Z -S►t3 c � l S' %moo Print ame /Title Print Name / itl Corporate Seal L= 4 APPROVED AS TO v v FORM & LANGUAGE & FOR EXECUTION ity orne ate 4 12 i EXHIBIT "A,,. "SCOPE OF SERVICES" Emergency Shelter Services for Miami Beach Clients r The Contractor agrees to provide a minimum of fifteen (15) guaranteed emergency care beds per day, seven (7) days a week, twenty -four (24) hours per day to male homeless individuals exclusively by the City of Miami Beach Homeless Services Division to the Contractor. Emergency beds include, but are not limited to: 1. Emergency housing is limited to a period not to exceed ninety (90) days , per client unless expressly authorized by the City. 2. On -site supervision, 3. At least. three (3) prepared and nutritious meals daily. Bagged lunches will be provided upon request for clients attending employment or educational appointments. 4. Clean clothing and hygiene products, if available. 5. Referrals for beds under this agreement will be available exclusively to male individuals escorted by City of Miami Beach representatives. 6. Daily notification of availability of beds under this agreement will be communicated to the City via electronic mail or facsimile by 9am Monday through Friday excluding legal holidays. 7. Termination of clients from program due to case plan problems shall be at the discretion of the City of Miami Beach upon a formal request by the Contractor with appropriate documentation delineating causes for dismissal. 8. Contractor retains the right to immediately dismiss clients for failure to adhere to Contractor's Rules and Regulations. The Contractor must notify the City in writing of such within twenty -four (24) hours of termination. 9. Clients being placed for shelter must be stable and sober at the time of admission. 13 Service Deliverables The following benchmarks will be utilized to measure the program s accomplishments: 1. Intake will be available seven days (7) per week, twenty -four (24) hours per day. 2. Contractor will provide daily bed availability status via electronic mail or facsimile by gam, Monday through Friday, excluding holidays. 3. City reserves the right to conduct weekly audits of client files to ensure adherence to service benchmarks. 14