Memorandum of Understanding with The Little Lighthouse Foundation, INC. ,aoit(--02g70
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA,
AND
THE LITTLE LIGHTHOUSE FOUNDATION, INC.
This emorandum of Understanding (MOU) is made and executed on this day of
•
, 2015 (Effective Date), between the City of Miami Beach, a municipal
c rpo tion of the State of Florida whose address is 1700 Convention Center Drive, Miami
Beach, Florida 33139 (City), and The Little Lighthouse Foundation, Inc., a Florida non-profit
corporation with its principal address at 100 N. Biscayne Blvd, Suite 1607 Miami, Florida 33132
(the Foundation).
RECITALS
WHEREAS, on September 10, 2014, the Mayor and City Commission approved
Resolution No. 2014-28710, authorizing the City to accept an Agreement Renewal from The
Children's Trust for the Service Partnership program for funding, in the approximate amount of
$425,000, for the City's Success University program inclusive of its Step Up alternative to
suspension program activity; and
WHEREAS, the City proposes to accept a grant from the Foundation in the amount of
$5,000.00 (Grant), the terms of which are delineated in the Grant Agreement, which is attached
and incorporated as Exhibit "1" hereto, which Grant shall be used to support the Success
University Program's Mentoring Initiative.
NOW, THEREFORE, in consideration of the conditions and covenants hereinafter
contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Recitals. The foregoing recitals are hereby acknowledged as true and correct, and are
incorporated herein by reference.
2. Purpose. The purpose of this MOU is to legally delineate the relationship between the
City and the Foundation.
3. Expectations.
As a Foundation contributing to the City's Success University initiative, the Foundation
agrees to:
• Monthly representation on the Miami Beach Service Partnership Governing Board
• Recruitment of a minimum of ten (10) volunteers to serve for a minimum of three
(3) months in the City's Mentoring Initiative
• Release of programming information including service population data
• Participation in public outreach events sponsored by the collaborative
• Acceptance of service referrals
4. Documentation.
As a Foundation granting money to the City's Success University initiative, we agree to
submit the following documentation attached to this MOU:
• List of names of Board of Directors, including professional credentials;
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• Foundation by-laws;
• Most recent Foundation 990 Form
• Foundation Conflict of Interest Policy.
5. Acceptance of Grant. The City hereby accepts the Grant and covenants and agrees to
abide by the terms and conditions set forth in the Grant Agreement. The City further agrees to:
• Include Little Lighthouse Foundation events and information in the Miami Beach
Service Partnership's weekly newsletter, MB Habit;
• Provide in-kind background screening for volunteers working with the Little
Lighthouse Foundation under the Success University Mentoring Initiative;
• Provide a forum for Little Lighthouse Foundation announcements via the Miami
Beach Service Partnership Governing Board meetings and list serves;
• Include a link to the Little Lighthouse Foundation website on the City's Success
University webpage; and
• Offer Little Lighthouse Foundation brochures and promotional materials in the
City's Office of Housing & Community Services.
6. Indemnification. The Foundation shall indemnify and hold the City and its respective
officers, employees, agents, contractors, instrumentalities, and assigns, harmless from any and
all liability, losses or damages, including attorneys' fees and costs of defense', which the City,
and/or its respective officers, employees, agents, contractors, instrumentalities and assigns, may
incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or
nature arising out of, relating to, or resulting from the Foundation, its officer, director, employee,
or volunteer's gross negligence or intentional acts while participating at and during the City's
Service Partnership/Success University initiative and its Step Up alternative to suspension
program activity.
To the extent allowable, and subject to the limitation of the City's liability, as set forth in Section
768.28, Florida Statutes, the City shall indemnify and hold the Foundation and its directors,
respective officers, employees, agents, contractors, and assigns, harmless from any and all
liability, losses or damages, including attorneys' fees and costs of defense2, which the
Foundation, and/or its respective officers, employees, agents, contractors, and assigns, may
incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or
nature arising out of, relating to, or resulting from the City, its officer, director, employee, or
volunteer's gross negligence or intentional acts while participating at and during the City's
Service Partnership/Success University initiative and its Step Up alternative to suspension
program activity. Nothing contained in this indemnity or this MOU shall be deemed a waiver of
sovereign immunity by the City.
7. Severability. In the event any paragraph, clause or sentence of this MOU or any future
amendment is declared invalid by a court of competent jurisdiction, such paragraph, clause or
sentence shall be stricken from the subject MOU and the balance of the MOU shall not be
1 The Foundation, and/or its insurance carrier, may choose counsel for the City, its respective officers, employees,
agents, contractors, instrumentalities, and assigns and shall have full authority to settle any and all claims on behalf of
the City, its respective officers, employees, agents, contractors, instrumentalities, and assigns without the need for
consultation of same so long as there is no admission of guilt/liability.
2 The City, and/or its insurance carrier, may choose counsel for the Foundation, its respective directors, officers,
employees, agents, contractors, instrumentalities, and assigns and shall have full authority to settle any and all claims
on behalf of the Foundation, its directors, respective officers, employees, agents, contractors, instrumentalities, and
assigns without the need for consultation of same so long as there is no admission of guilt/liability.
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affected by the deletion, provided to do so would not render interpretation of the MOU provisions
ambiguous or a nullity.
8. Notices. All notices and communications in writing required or permitted hereunder may
be delivered personally to the representatives of the Foundation and the City listed below or may
be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of
the city of dispatch) to the addresses set forth below.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO FOUNDATION: The Little Lighthouse Foundation, Inc.
Attn: Reed Nicol, Director of Operations
100 N. Biscayne Blvd, Suite 1607
Miami, Florida 33132
(305) 417-8553
Reed thelittlelighthouse.orq With a copy to
aresnick @thefirmmiami.com and rob thelittlelighthouse.org
TO CITY: City of Miami Beach
Attn: Maria L. Ruiz
Department Director, Office of Housing & Community Services
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7491
MariaRuiz(a�miamibeachfl.gov
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day
following the date mailed; and if mailed to an address outside the city of dispatch on the seventh
calendar day following the date mailed.
9. Compliance with Federal, State, and Local Law. All parties hereby agree that they
shall comply with all applicable Federal, State, Miami-Dade, and City laws, ordinances and
codes, including, without limitation, the Americans with Disabilities Act, as they apply to this MOU
and its accompanying Grant Agreement.
10. Neither party may amend this MOU. Neither this MOU, nor any of its terms, may be
changed, modified or otherwise amended except by an instrument in writing, signed by an
authorized representative, which shall be the City Manager (on behalf of the City), and the
Foundation Corporate Director (on behalf of the Foundation).
11. Entire Agreement. This MOU and its Exhibits represent the entire agreement between
the parties.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Cit y and Foundation have caused this MOU to be
executed by their respective and duly authorized officers the day and year indicated
above.
CITY: FOUNDATION:
CITY OF MIAMI BE'CH _. THE LITTLE LIGHTHOUSE
j1,\ E ',;J,, FOUNDATION, INC.
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By: ,ice r. * in DD!)-R '4rB�y'����/, u, 4-
Jim. L_ ,,.,°. 1-s, ann .er , -,,==j Robert S= Corporate Director
7
ATTES •• i J ATTEST:
By 1 ir By: `�
Rafael E. Granado, Cit CI-rk Prin, a, e/Title: !. A ,
a,,•_ • OPT.k.; $
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
. .L L`LS 1 rS
City Attorney Or Date
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