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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
CAMILLUS HOUSE
FOR
THE CITY OF MIAMI BEACH LAZARUS PROJECT
This Professional Services Agreement("Agreement")entered into this day of
2022, between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized
and existing under the laws of the State of Florida, having its principal offices at 1700
Convention Center Drive, Miami Beach, Florida,33139("City"),and CAMILLUS HOUSE,INC.
a Florida not-for-profit corporation, whose address is 1603 NW 7TH Avenue Miami Florida,
33136 ("Contractor"). 5/24/2022 I 9:40 EDT
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Contractor, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City. City Manager's designee
shall be the Housing and Community Services Director.
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 or
undertaken pursuant to the Agreement.
Fee: Amount paid to the Contractor as compensation for 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.
SECTION 2
SCOPE OF WORK(SERVICES)
2.9 The Provider agrees to deliver specialized outreach via the Project Lazarus Initiative to
engage, assess, treat and secure supportive permanent housing placements for persons who
are chronically homeless and vulnerable in the City of Miami Beach.As identified by the City's
outreach team, the program will target up to 10 chronically homeless individuals identified by
the City at any one time during the term of this Agreement. At least 50% of those served will
move on to shelter or other permanent destination,as further described in Exhibits"A"through
"C" hereto (the"Services").
Although Contractor may be provided with a schedule of the available hours to provide its
Services, the City shall not control nor have the right to control the hours of the services
performed by the Contractor;where the services are performed (although the City will provide
Contractor with client locations throughout the City to perform the Services);when the Services
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are performed, including how many days a week the services are performed;how the Services
are performed, or any other aspect of the actual manner and means of accomplishing the
Services provided. Notwithstanding the foregoing, all Services provided by the Contractor
shall be performed in accordance with the guidelines set forth in the Scope of Services, as •
more particularly described in Exhibits"A"through"C", attached hereto, and to the reasonable
satisfaction of the City Manager. If there are any questions regarding the Services to be
performed, Contractor should contact the following person: Alba Tarre, Interim Department
Director.
2.2 Contractor's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit "A," entitled "Scope of Services."
hereto.
SECTION 3
TERM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all
parties hereto and shall terminate on September 30, 2022. All Services to be rendered shall
be completed no later than September 30, 2022.
Notwithstanding the Term provided,herein, Contractor shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit A hereto.
SECTION 4
FIXED FEE
4.1 In consideration of the Services to be provided, Contractor shall be compensated on a
fixed fee basis, in a total amount not to exceed One Hundred Thousand Dollars
($100,000.00).
4.2 Contractor shall be compensated for the Services,as set forth in Section 2 and Exhibits
"A"through "C", as follows:
The Contractor shall submit monthly requests for payment no later than the 5th day of
the succeeding month. Compensation will be issued in corresponding monthly
installments. Invoices are payable upon receipt of an invoice that is acceptable to the
City.Advance payments are not allowed.The aggregate maximum annual fee shall not
exceed the maximum sums set forth in subsection 4.1.
Invoices for services taking place prior to the beginning of the Agreement term are not
reimbursable. Similarly, invoices for services taking place after the end of the
Agreement term are not reimbursable.
The City assumes no obligation to provide financial support of any type in excess of
the total Agreement amount. All amounts submitted to the City must not be submitted
to any other funding agency for payment.
Contractor's compensation shall be further subject to and conditioned upon all or any portion
of the Services to be provided herein being allowable and within the Scope of Services
delineated in Exhibit"A".
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4.3 Contractor shall provide the City with a detailed invoice,on a monthly basis,that details
all services performed by Contractor in a particular month. Contractor's invoices are subject to
the review and approval of the City Manager and/or his or her designee, who shall be the
Department Director of the Office of Housing and Community Services.The City shall not remit
any payments to Contractor unless Contractor provides the City with a detailed invoice that is
acceptable to the City.
4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-
five (45) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Contractor shall submit monthly Reimbursement Requests and Monthly Service Summary
Reports, as set forth in Exhibits"B"and "C",which include an itemized, detailed description of
the Services,or portions thereof, provided(including the names of the clients served and dates
of service provision).
Invoices shall be signed by an authorized employee of the Contractor, shall include a detailed
description of the Services (or portions thereof)provided, and shall be submitted to the City at
the following address:
Alba Torre, Interim Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements,or stipulations material to this Agreement,the City, through its
City Manager, shall thereupon have the right to terminate this Agreement for cause.
Prior to exercising its option to terminate for cause, the City shall notify the Contractor
of its violation of the particular term(s)of this Agreement, and shall grant Contractor ten
(10)days to cure such default. If such default remains uncured after ten (10)days, the
City may terminate this Agreement without further notice to Contractor.
Notwithstanding the foregoing, if the performance of the Services by Contractor under
this Agreement is creating a temporary or permanent public health, welfare or safety
issue, as determined by the City Manager, in the City Manager's sole discretion, the
City Manager may immediately suspend the Services under this Agreement for a time
certain, or, in the alternative, terminate this Agreement on a given date, without
providing Contractor with an opportunity to cure.
Upon termination, 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 Contractor. The
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City, at its sole option and discretion,shall 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 rights and
remedies against Contractor. The City shall he entitled to recover all costs of such
actions, including reasonable attorneys'fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY(30)
DAYS FOLLOWING RECEIPT BY THE CONTRACTOR OF SUCH NOTICE. IF THE
AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY,
CONTRACTOR SHALL BE PAID FOR ANY SERVICES SATISFACTORILY
PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE
CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND
TERMS ARISING OUT OF, OR BY VIRTUE OF,THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement 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 he the same as provided for in Section 5.2.
5.4 TERMINATION DUE TO LACK OF FUNDING
The City may also, through its City Manager, terminate this Agreement due to lack of
funds, should available funding be reduced or should funding for the Services not be
approved through the City's budgetary process during the Term of this Agreement,
by giving written notice to the Contractor of such termination. Following termination
pursuant to this section 5.4, the City shall be discharged from any and all liabilities,
duties, and terms arising out of, or by virtue of, this Agreement.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any and all actions (whether at law or
in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'fees
and costs, for personal, economic, or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Contractor, its officers, employees, agents,
contractors, or any other person or entity acting under Contractor's control or supervision, in
connection with, related to, or as a result of the Contractor's performance of the Services
pursuant to this Agreement. 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.
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The parties agree that one percent (1%) of the total compensation to Contractor for
performance of the Services under this Agreement is the specific consideration from the City
to the Contractor for the Contractor's indemnity agreement. The provisions of this Section 6.1
and of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Contractor shall not commence any work and/or Services pursuant to this Agreement until
all insurance required under this section has been obtained and such insurance has been
reviewed and approved by the City's Risk Manager.
The Contractor shall maintain and carry in full force during the Term, the following insurance:
1. Comprehensive General Liability insurance in an amount not less than $500,000
.combined single limit per occurrence and $1,000,000 aggregate in a policy year.
Deductibles exceeding $1,000 are discouraged, unless Contractor can provide financial
statements to support a higher deductible. The City of Miami Beach must be designated
and shown as an additional insured and the certificate holder with respects to this
coverage. The general liability policy must contain coverage for the following:
a. Bodily Injury;
b. Property Damage;
c. No endorsement for premises only operations.
2. If applicable, Contractor Professional Liability insurance,with coverage amounts
not less than$250,000 per claim and in the aggregate.Defense costs may be inside
the limits of liability and the policy can be written on claims made form. The City of
Miami Beach is not required to be named as an Additional Insured.Professional liability
insurance is generally required when the scope of services uses professional services
that require certification or license(s) to provide direct services to program participants.
3. Workers Compensation & Employers Liability, as required pursuant to Florida
Statutes. Worker's Compensation Insurance must cover all employees, non-
incorporated independent contractors or Contractors, and incorporated independent
contractors or Contractors that do not have worker's compensation coverage or a valid
State of Florida exemption on file with the Department of Labor, as required by Florida
Statutes, Chapter 440. In the event that the Contractor is no longer exempt from
obtaining Worker's Compensation insurance, the Contractor must notify the City of
Miami Beach and provide the necessary certificate of insurance upon the termination
of the exemption. The employer's liability portion will be $500,000/$500,000/$500,000
as a minimum.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than "B+"
as to management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All of Contractor's certificates 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. The insurance certificates for General Liability shall include the City as
an additional insured and shall contain a waiver of subrogation endorsement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing)and will be kept on file in the Office of the Risk
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Manager. 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.
The Contractor is also solely responsible for obtaining and submitting all insurance certificates
for any sub-contractors.
Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities
and obligations under this Section or under any other portion of this Agreement.
Failure by Contractor to comply with Section 6.2 shall be a material breach of this Contract.
The City will not disburse any funds under this Agreement until all required Certificates of
Insurance have been provided to and have been approved by the City's Risk Manager.
The Contractor shall not commence any work and or services 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.
Contractor and or Contractor's insurance agent, as applicable, shall notify the City, in writing,
of any material changes in insurance coverage, Including, but not limited to, any renewals of
existing insurance policies, not later than thirty(30) days prior to the effective date of making
any material changes to the insurance coverage except for ten (10)days for lack of payment
changes. Contractor shall be responsible for ensuring that all applicable insurance is
maintained and submitted to the City for the duration of this Agreement. In the event of any
change in Contractor's Scope of Services, as set forth in Exhibit "A", the City may increase,
waive, or modify in writing any of the foregoing insurance requirements. Any request by a
Contractor to decrease,waive, or modify any of the foregoing insurance requirements must he
approved, in writing, by the City prior to any such decrease, waiver, or modification. In the
event that an insurance policy is canceled, lapsed, or expired during the effective period of this
Agreement, the City shall withhold all payments to Contractor until a new Certificate of
Insurance required under this section is submitted and approved by the City. The new
insurance policy shall cover the time period commencing from the date of cancellation of the
prior insurance policy. The City may require Contractor to furnish additional and different
insurance coverage, or both, as may be required from time to time under applicable federal or
state laws or the City requirements. Provision of insurance by Contractor, in no instance,shall
be deemed to be a release, limitation, or waiver of any claim, cause of action or assessment I •
that the City may have against Contractor for any liability of any nature related to performance
under this Agreement or otherwise. All Insurance required hereunder may be maintained by
Contractor pursuant to a master or blanket policy or policies of insurance.
SECTION 7
LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. 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 same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, Contractor and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
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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
$10,000.00, Contractor hereby expresses its willingness to enter into this Agreement with
Contractor's recovery from the City for any damage action for breach of contract to be limited
to a maximum amount of$10,000.00.
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 the sum of$10,000.00.
Nothing contained in this section 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.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS;
COPYRIGHT;AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the work and/or service contemplated herein, Contractor
shall exercise that degree of skill, care, efficiency and diligence normally exercised by
reasonable persons and/or recognized professionals with respect to the performance of
comparable work and/or services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the work and/or services,Contractor shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the
federal government, as applicable.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes,data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Contractor,without the prior written consent of the City
Manager, excepting any information, records etc.which are required to be disclosed pursuant
to Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Contractor or its
employees or sub-contractors,without the prior written consent of the City Manager.
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SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Contractor, and at any time during normal
business hours (i:e., 9AM —5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf, to audit, examine,
and/or inspect, any and all other documents and/or records relating to all matters covered
by this Agreement, including Contractor's financial records. Contractor shall maintain any
and all such records at its place of business at the address set forth in the"Notices"section
of this Agreement. Contractor agrees to submit its agency financial audit to the City within 30
days of completion, at least once during the Term of this Agreement.
10.2 [INTENTIONALLY DELETED]
10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING
Contractor shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless
as approved pursuant to this Section, and any attempt to make such assignment (unless
approved)shall be void.
Contractor shall be responsible for all Services performed, and all expenses incurred, under
this Agreement, including services provided and expenses incurred by any and all
subcontractors.The City shall not be liable to any subcontractor for any expenses or liabilities
incurred under any subcontract.Contractor shall be solely liable for any expenses or liabilities
incurred under any subcontract. Contractor shall hold harmless and defend, at Contractor's
expense, the City against any claims, demands or actions related to any subcontract.
10.4 NON-DISCRIMINATION
In connection with the performance of the Services, the Contractor shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
10.5 CONFLICT OF INTEREST
The Contractor herein agrees to adhere to and be governed by all applicable Miami-Dade
County Conflict of Interest Ordinances and ethics provisions, as set forth in the Miami-Dade
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County Code, and as may be amended from time to time; and by the City of Miami Beach
Charter and Code(as may be amended from time to time);both of which are incorporated by
reference herein as if fully set forth herein.
The Contractor covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly,which could conflict in any manner or degree with the performance of the
Services. The Contractor further covenants that in the performance of this Agreement,
Contractor shall not employ any person having such interest. 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.
10.6 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, throughout the duration
of said contracts. This random audit is separate and distinct from any other audit performed
by or on behalf of the City.
(B) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to subpoena
witnesses, administer oaths, require the production of witnesses and monitor City projects
and programs. Monitoring of an existing City project or program may include a report
concerning whether the project is on time,within budget and in conformance with the contract
documents and applicable law. The Inspector General shall have the power to audit,
investigate, monitor, oversee, inspect and review operations, activities, performance and
procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of the Consultant, its officers, agents and employees,
lobbyists, City staff and elected officials to ensure compliance with the contract documents
and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is
allocating a percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
(C) Upon ten (10) days written notice to the Consultant, the Consultant shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent private
sector auditors to audit, investigate, monitor, oversee, inspect and review operations
activities, performance and procurement process including but not limited to project design,
bid specifications, (bid/proposal) submittals, activities of the Consultant its officers, agents
and employees, lobbyists, City staff and elected officials to ensure compliance with the
contract documents and to detect fraud and corruption.
(D) The Inspector General shall have the right to inspect and copy all documents and
records in the Consultant's possession, custody or control which in the Inspector General's
sole judgment, pertain to performance of the contract, Including, but not limited to original
estimate files, change order estimate files,worksheets, proposals and agreements from and
with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal) and
contract documents, back-change documents, all documents and records which involve
cash,trade or volume discounts, insurance proceeds, rebates, or dividends received,payroll
and personnel records and supporting documentation for the aforesaid documents and
records.
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(E) The Consultant shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition(bid preparation)and performance of
this Agreement, for examination, audit, or reproduction, until three (3) years after final
payment under this Agreement or for any longer period required by statute or by other clauses
of this Agreement. In addition:
is If this Agreement is completely or partially terminated, the Consultant shall make
available records relating to the work terminated until three(3)years after any resulting final
termination settlement; and
ii. The Consultant shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to.this Agreement until such appeals, litigation,
or claims are finally resolved.
(F) The provisions in this section shall apply to the Consultant, its officers, agents,
employees,subcontractors, and suppliers.The Consultant shall incorporate the provisions in
this section in all subcontracts and all other agreements executed by the Consultant in
connection with the performance of this Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct audits
or investigative activities,The provisions of this section are neither intended nor shall they be
construed to impose any liability on the City by the Consultant or third parties.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term"public records"shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing software, or other material, regardless of the physical
form, characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the
definition of"Contractor"as defined in Section 119.0701(1)(a),the Consultant shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida
Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed, except as authorized by law, for the
duration of the contract term and following completion of the Agreement if the Consultant
does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public records
in possession of the Consultant or keep and maintain public records required by the City ,
to perform the service. If the Consultant transfers all public records to the City upon
completion of the Agreement, the Consultant shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If
the Consultant keeps and maintains public records upon completion of the Agreement, the
Consultant shall meet all applicable requirements for retaining public records. All records
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stored electronically must be provided to the City, upon request from the City's custodian
of public records, in a format that is compatible with the information technology systems of
the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for services
must be made directly to the City. If the City does not possess the requested records, the
City shall immediately notify the Consultant of the request, and the Consultant must
provide the records to the City or allow the records to be inspected or copied within a
reasonable time.
(2) Consultant's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1)unilaterally
terminate the Agreement; (2)avail itself of the remedies set forth under the Agreement;
and/or(3) avail itself of any available remedies at law or in equity.
(3) A Consultant who fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award against the
Consultant the reasonable costs of enforcement, including reasonable attorneys'fees, if:
a. The court determines that the Consultant unlawfully refused to comply with the
public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written notice of
the public records request, including a statement that the Consultant has not complied
with the request, to the City and to the Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian
of public records and to the Consultant at the Consultant's address listed on its contract
with the City or to the Consultant's registered agent. Such notices must be sent by
common carrier delivery service or by registered, Global Express Guaranteed, or certified
mail, with postage or shipping paid by the sender and with evidence of delivery,which
may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER '119, FLORIDA STATUTES,TO THE CONSULTANT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE •
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
10.8 FORCE MAJEURE
(A) A"Force Majeure" event is an event that (i)in fact causes a delay in the
performance of the Consultant or the City's obligations under the Agreement, and (ii)is
beyond the reasonable control of such party unable to perform the obligation, and (iii)is
not due to an intentional act, error, omission, or negligence of such party, and (iv)could
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not have reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include
events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes or tornadoes, earthquakes,or other acts of God
which prevent performance. Force.Majeure shall not include technological impossibility,
inclement weather, or failure to secure any of the required permits pursuant to the
Agreement.
(B) If the City or Consultant's performance of its contractual obligations is prevented or
•
delayed by an event believed by to be Force Majeure, such party shall immediately, upon
learning of the occurrence of the event or of the commencement of any such delay, but in
any case within fifteen (15)business days thereof, provide notice: (i)of the occurrence of
event of Force Majeure, (ii)of the nature of the event and the cause thereof, (iii) of the
anticipated impact on the Agreement, (iv)of the anticipated period of the delay, and (v)of
what course of action such party plans to take in order to mitigate the detrimental effects
of the event. The timely delivery of the notice of the occurrence of a Force Majeure event
is a condition precedent to allowance of any relief pursuant to this section; however,
receipt of such notice shall not constitute acceptance that the event claimed to be a Force
Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a
Force Majeure event shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part, by
Force Majeure to carry out such obligations. The suspension of any of the obligations
under this Agreement due to a Force Majeure event shall be of no greater scope and no
longer duration than is required. The party shall use its reasonable best efforts to continue
to perform its obligations hereunder to the extent such obligations are not affected or are
only partially affected by the Force Majeure event, and to correct or cure the event or
condition excusing performance and otherwise to remedy its inability to perform to the
extent its inability to perform is the direct result of the Force Majeure event with all
reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event; causing the suspension of performance, shall not be excused as a result
of such occurrence unless such occurrence makes such performance not reasonably
possible. The obligation to pay money in a timely manner for obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to the
Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the
City's payment obligations under the Agreement, and may take such action without regard
to the notice requirements herein. Additionally,in the event that an event of Force
Majeure delays a party's performance under the Agreement for a time period greater than
thirty(30)days, the City may, at the sole discretion of the City Manager, terminate the
Agreement on a given date, by giving written notice to Consultant of such termination. If
the Agreement is terminated pursuant to this section, Consultant shall be paid for any
Services satisfactorily performed up to the date of termination;following which the City
shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue
of, this Agreement. In no event will any condition of Force Majeure extend this Agreement
beyond its stated term.
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10.9 E-VERIFY
(A) Consultant shall comply with Section 448.095, Florida Statutes, "Employment
Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to
the E-Verify Statute, commencing on January 1, 2021, Consultant shalt register with.
and use the E-Verify system to verify the work authorization status of all newly hired
employees during the Term of the Agreement. Additionally, Consultant shall
expressly require any subconsultant performing work or providing services pursuant
to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-
Verify system to verify the employment eligibility of all new employees hired by the
subconsultant during the contract Term. If Consultant enters into a contract with an
approved subconsultant, the subconsultant must provide the Consultant with an
affidavit stating that the subconsultant does not employ, contract with, or
subcontract with an unauthorized alien. Consultant shall maintain a copy of such
affidavit for the duration of the Agreement or such other extended period as may be
required under this Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Consultant has knowingly violated Section
448.09(1), Florida Statutes, the City shall terminate this Agreement with Consultant for
cause, and the City shall thereafter have or owe no further obligation or liability to
Consultant.
(2) If the City has a good faith belief that a subconsultant has knowingly violated the
foregoing Subsection 10.9(A), but the Consultant otherwise complied with such
subsection, the City will promptly notify the Consultant and order the Consultant to
immediately terminate the Agreement with the subconsultant. Consultant's failure to
terminate a subconsultant shall be an event of default under this Agreement, entitling City
to terminate the Consultant's contract for cause.
(3) A contract terminated under the foregoing Subsection (B)(1)or(B)(2) is not in
breach of contract and may not be considered as such.
(4) The City or Consultant or a subconsultant may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1)or(B)(2)
no later than 20 calendar days after the date on which the contract was terminated.
(5) If the City terminates the Agreement with Consultant under the foregoing Subsection
(B)(1), Consultant may not be awarded a public contract for at least 1 year after the date
of termination of this Agreement.
(6) Consultant is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Contractor and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a. nationally
recognized overnight delivery service.
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Until changed by notice in writing, all such notices and communications shall be addressed
as follows:
TO CONTRACTOR: Camillus House, Inc,
Attn: Hilda M. Fernandez, Executive Director
1603 NW 7th Avenue
Miami, Florida 33136
(305) 374-1065
TO CITY: City of Miami Beach
Office of Housing and Community Services
Attn: Alba Tarre,Interim Department Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305)673-7491
Notice may also be provided to any other address designated by the party to receive notice if
such alternate address is provided via U.S.certified mail,return receipt requested,hand delivered,
or by overnight delivery. In the event an alternate notice address is properly provided, notice shall
be sent to such alternate address in addition to any other address which notice would otherwise
be sent,unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the day on which personally served, or the day of receipt by
either U.S.certified mail or overnight delivery.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of
this Agreement shall not be affected and every other term and provision of this Agreement
shall be valid and be enforced to the fullest extent permitted by law.
12.3 ENTIRETY OF AGREEMENT
The City and Contractor agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and
are not intended to confer any rights or obligations upon the parties to this Agreement,
12.4 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
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•
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.0.1(12),
which means all documents, papers, letters, maps, hooks, tapes, photographs, films,
sound recordings, data processing software, or other material, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant to
law or ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor"as defined in Section 119.0701(1)(a), the Contractor shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with
a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida'Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Contractor does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor
shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Contractor of the
request, and the Contractor must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall constitute
a breach of this Agreement, and the City, at its sole discretion, may: (1)
unilaterally terminate the Agreement; (2) avail itself of the remedies set forth
under the Agreement; and/or(3)avail itself of any available remedies at law or
in equity.
(3) A Contractor who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public
records relating to the City's contract for services, the court shall assess and
award against the Contractor the reasonable costs of enforcement, including
reasonable attorney fees, if:
a. The court determines that the Contractor unlawfully refused to comply with
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the public records request within a reasonable time; and
° b. At least 8 business days before filing the action,the plaintiff provided written
notice of the public records request, including a statement that the
Contractor has not complied with the request, to the City and to the
Contractor.
(2) A notice complies with subparagraph(1)(b)if it is sent to the City's custodian of
public records and to the Contractor at the Contractor's address listed on its
contract with the City or to the Contractor's registered agent.Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery, which may be in an electronic format.
(3) A Contractor who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
•APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
•
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOAMIAMIBEACHFLeGOV
PHONE: 305-673-7411
12.5 [INTENTIONALLY DELETED1
12.6 CONFIDENTIALITY
Contractor and the City understand that during the course of performing the Services
hereunder,each party may have access to certain confidential and proprietary information and
materials of the other party in order to further performance of the Services. The parties shall
protect confidential information and comply with applicable federal and state laws on
confidentiality to prevent unauthorized use, dissemination or publication of confidential
information as each party uses to protect its own confidential information in a like manner.The
parties shall not disclose confidential information to any third party (except that• such
information may be disclosed to such party's attorneys),or to any employee of such party who
does not have a need to know such information, which need is related to performance of a
responsibility hereunder.However,this Agreement imposes no obligation upon the parties with
respect to confidential information which (a)was lawfully known to the receiving party before
receipt from the other, (b) is or becomes a matter of public knowledge through no fault of the
receiving party, (c) is rightfully received by the receiving party from a third party without
restriction on disclosure, (d) is independently developed by or for that party, (e) is disclosed
under operation of law, (f)is disclosed by the receiving party with the other party's prior written
approval, or (g) is subject to disclosure pursuant to Public Records Laws including, without
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limitation, Chapter 119 of the Florida Statutes or is otherwise required to be disclosed by law.
• The confidentiality provision of this Agreement shall remain in full force and effect after the
termination of this Agreement.
12.7 DATA SECURITY OBLIGATION
Contractor shall maintain an appropriate level of data security for the personally identifiable
information (PII)which Contractor is collecting or using in the performance of this Agreement.
Pll is information that can uniquely identify, contact, or locate a single person or can be used
with other sources to uniquely identify individuals. Contractor shall maintain and adhere to a
written Data Security Policy that addresses requirements regarding the protection of PII from
unauthorized access and protection against data breaches, and ensures Contractor is in
compliance with applicable federal and state standards with respect to transmission, receipt
and storage of PI1 on Contractor's computing network and as paper records. This policy shall
address the topics of computer passwords, screensavers that lock computers, securing
physical facilities, storing data, data use, data confidentiality agreements, and staff training
related to the policy. Additionally, Contractor is responsible for approving and tracking all
Contractor employees who request system or information access and ensuring that user
access has been removed from all terminated employees of Contractor. All employees and
independent contractors performing work or duties related to this Agreement will sign a Data
Confidentiality Agreement prior to beginning work related to this Agreement. Contractor must
also abide by all requirements to protect client protected PII.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY:
ATTEST: CITY OF MIAMI BEACH, FLORIDA
t—DocuSigned by:
141l , f. GV'aan ad e 7lLic By: A BFg5EdCF—'"'
RaraBer°. branad0, City Clerk T. Hudak,City M nager
5/24/2022 I 9:40 EDT
Date Date
FOR CONTRACTOR:
ATTEST: CAMILLUS HOUSE,INC.
a Florida not-for-profit corporation
By: 45?-0410))12"144-414-t
Hilda M. Fernandez,CEO Anita Britt,COO
Print Name/Title Print Name/Title
4/27/2022 4/28/2022
Date Date
Corporate Seal
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
Agairir
y Attorney ai Dnl
.71
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EXHIBIT "A"
"SCOPE OF SERVICES"
Contractor staff must advise the City of the status of all referrals for Services related to this
Agreement within five (5) business days of referral. If clients are unable to be located,
Contractor must notify the City no later than (7) seven business days after referral was made.
Contractor staff must advise the City of any changes to service delivery, including but not
limited to language barriers, capacity issues, client concerns, staff concerns, and scheduling
changes, immediately.
Service Deliverables
Services must be delivered as follows:
"s,� 3 + -sUv'rvsrrbv a,. y^Jaf� I"�T 4. �',�.
' Ser�+iice Unrt'ofr,5er�rce r x ,Doc`u nentafron,o ,Se ig
-1 `vn•3� 'a r?�.•?r^Yet{ ,. n s..• i t� St
tf �',� � ✓ a Li: A tr.,26a.A : f.0', tht 1 .,40
Specialized Outreach The program will provide 0 Full HMIS assessment to.
targeted outreach to (10) ten include the administration of
chronically homeless clients the VI-SPDAT(Vulnerability
identified by the City of Miami Index and Service
Beach Homeless Outreach Prioritization Decision
Team at any one time during Assistance Tool), HMIS
the term of this Agreement. Notice of Uses and
Disclosures, and HMIS
Consent to Release and
Exchange Information.
O Comprehensive assessment
including examination of
medical needs.
o Referral to the Camillus
Health Concern clinic.
o Implementation of a
medical/behavioral health
treatment plan (medical
reminders, blood work, health
status monitoring, medication
observation, monitoring for
chronic illnesses, transport of
participants to clinic for
dental, podiatry, health care
and other medical needs).
• Implementation of Case
Management plan
[entitlement applications,
housing referrals (emergency
housing, transitional housing
including substance abuse or
mental health treatment, or
permanent housing including
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Housing First, Rapid Re-
Housing, and Permanent
Supportive Housing), and
other ongoing case
management services].
Medication observation When applicable medication, Client Monthly Progress Summary
observation seven (7) days a Report
week.
Case Review with City 1 Joint Meeting w/City Staff Client Monthly Progress Summary
Staff Monthly Report
Service Benchmarks
�,Qz ��j/.: q- u�i�, , 'f'�da nr�d '..'4.14Ffi ccya+p *u1}4 :;, �� "Y+#'+Y. 41l"n; o „ti�� .n 4,a
,'yVs9 i:'rCa L:',2 .�i'A 9Vno Pf au �W:'�."5'L.s-^'�4. � MacPli Ailri 1+7'�f ii ZAZ:" 6,191�2_c.�.. ..:tia__..r s`,,. !'.o _n-7.•_.sG.d`Z
Specialized Outreach At least 50%of program participants served will move on to
shelter or other permanent destination.
Progress Report 9 Care Plan Amendments, as appropriate and necessary
a Referrals Issued for services identified in evolving Care Plan
o Care Plan Progress Reports delivered monthly
Housing — v From the 50% of program participants served who will move on
to shelter and/or other permanent destination 50% will have
stayed in a permanent destination for more than 30 days.
Termination a Client Destination after discharge and/or reason for
program termination as reported through HMIS
Penalties for Failure to Perform
If the contractor fails on two occasions to submit required, accurate documentation in the
timeframe allotted, including the notification of absence email, the Contractor will forfeit two
(2%) percent of the combined billed total for the months in which inaccuracies took place.
Documents submitted within the required timeframe and found to be insufficient are subject to
penalties for failure to perform.
If the contractor fails on three occasions to submit required, accurate documentation in the
timeframe allotted within the contract Term, the Contractor is subject to termination of any .
further service referrals, but Contractor will be allowed to complete the service units allotted to
existing clients. The decision to cease additional referrals rests is the sole discretion of the
City.
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"Required, accurate documentation"may refer to:
O Monthly invoices
® Monthly client lists
• Notification contact forms
• Any document required by this Agreement
If any individual employed by or independently contracted with the Contractor fails, on more
than one occasion. to attend a scheduled' client meeting without notifying the City of an.
impending absence, the City reserves the right to remove that individual from the Contractor's
staff roster for the purposes of this Contract.
If the Contractor is unable to fulfill the contracted service level within the allocated timeframe
for each service component, the City reserves the right to reduce service levels accordingly
across the funded service spectrum and terminate this Agreement at its discretion.
If the Contractor is unable to fulfill the contracted service level and the City subsequently
reduces service and funding levels,the City reserves the right to select another vendor to fulfill
the remaining service units. The City will select the alternate vendor at its sole discretion.
unsporting Requirements
Each month, the Contractor will provide the City with a monthly progress report and
reimbursement request utilizing the City's Reporting and Reimbursement Forms (Exhibit B)
by 5:00 PM on the fifth(59')of the following month.. In the event that the fifth of the month lands
on a Saturday, Sunday or holiday,the report must be submitted the following busiiness day.
Monthly reports and reimbursement requests may be submitted via any of the following
methods:
o Electronic mail
O Standard mail
Q Hand delivery -
Monthly reports will not be considered acceptable unless the following is met:
• Forms are completely and accurately filled
O Necessary back-up materials are included (service documentation, etc.)
e Reports bear•the signature of the authorized agency representative submitting the
report on behalf of the Contractor
Monitoring & Performance Reviews
The City reserves the right to inspect,monitor and/or audit the Contractor to ensure contractual
compliance. This includes, but is not limited to:
e Review of on-site service delivery
O Inspection and review of budgetary and employee files (for those employees providing
• services under this Agreement)
Promotion & Public Relations Requirements
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The Contractor agrees to receive City of Miami Beach Homeless Outreach Program Brochures
and make them available to clients during all in-person client interactions. Contractor agrees
to identify the City as funder in all media, promotional materials and press releases referencing
the program's services within the City of Miami Beach,
Client Termination
Contractor staff must notify the Program Coordinator of client inactivity. If the Contractor is not
been able to locate a client, Contractor must notify the Program Coordinator by the eight (8)
business day,
Additional Documentation
The following documentation must be submitted with this executed agreement:
O All required insurance certificates
O Copy of most recent financial..audit, as appropriate
o Copy of required business licenses and permits
O List of all members of Contractor's Board of Directors, if applicable
• Contractor's Board of Directors by-laws, if applicable
o Conflict of Interest policy
O Agency 990 Form
O Agency W-9 Form
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EXHIBIT"B"
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INVOICING
The Contractor agrees to provide the invoicing and services documentation as indicated
utilizing the following forms attached herein:
D Monthly Service Summary Report, and
Monthly Reimbursement Request
EXHIBIT"C"
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ATTACHMENTS
The following reference documents are attached:
Client referral
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