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HomeMy WebLinkAbout25249AGREEMENT INFORMATION AGREEMENT NUMBER 25249 NAME/TYPE OF AGREEMENT SEOPW CRA & LOVELOVE INTERNATIONAL, LLC DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/OUTREACH ACTIVITIES WITHIN THE CULMER RESIDENCES EFFECTIVE DATE November 19, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 11/15/2024 DATE RECEIVED FROM ISSUING DEPT. 11/20/2024 NOTE gsaLk PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into as of the 19 day of November 2024 ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, ("SEOPW CRA"), and LOVELOVE INTERNATIONAL, LLC, a Florida Limited Liability Company ("Provider"). RECITALS A. WHEREAS, the SEOPW CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the Updated 2018 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"), as amended and restated; and B. WHEREAS, Provider wishes to perform the professional services required by the SEOPW CRA and the SEOPW CRA wishes to engage the services of Provider on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the SEOPW CRA agree as follows: TERMS 1. RECITALS. The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM. The term of this Agreement shall commence on the Effective Date written above and shall continue or terminated by the SEOPW CRA the provisions herein. 3. SCOPE OF SERVICES. a. Provider agrees to provide the services specifically described in Exhibit "A" attached hereto and incorporated herein ("Services"). b. Provider represents and warrants to the SEOPW CRA that, the Services will be performed in the manner and in the time, period described in Exhibit "A." c. The Provider agrees that it will not retain the services of subcontractors without obtaining the approval of the SEOPW CRA which may be withheld in the SEOPW CRA's sole discretion. Notwithstanding SEOPW CRA's approval rights hereunder, Provider acknowledges and covenants that it shall be responsible for all services performed by its subcontractors to the same extent as if Provider had provided said services. 4. COMPENSATION. 1 a. Provider's Fee. The amount of compensation payable by the SEOPW CRA to Provider shall be based on the rates described in Exhibit "B," however, that in no event shall the total amount of compensation, paid to Provider for the Services provided herein exceed' Twenty -Five Thousand Eight Hundred Dollars and Zero Cents ($25,800.00). b. The Provider shall send a monthly invoice to the SEOPW CRA, which shall be accompanied by a progress report of services rendered pursuant to Exhibit "A", any report and/or summary prepared pursuant to Exhibit "A," and any other supporting documentation required by the SEOPW CRA and in sufficient detail, to allow a proper audit of expenditures, should the SEOPW CRA require one to be performed. The Provider shall not submit more than one (1) request for payment month. Failure to provide reports and supporting documentation as requested by the SEOPW CRA shall result in funds being withheld until the Provider has complied with this provision. c. Method of Payment. All payments due hereunder shall be made within thirty (30) days after receipt of Provider's invoice. 5. AUDIT RIGHTS. The SEOPW CRA may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the SEOPW CRA to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. 6. AWARD OF AGREEMENT. Provider represents and warrants to the SEOPW CRA that it has not employed or retained any person or company employed by the SEOPW CRA to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 7. OWNERSHIP OF DOCUMENTS AND MATERIALS. Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the SEOPW CRA to Provider, or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the SEOPW CRA. The Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the SEOPW CRA, which may be withheld or conditioned by the SEOPW CRA in its sole discretion. Upon termination of this Agreement for any reason whatsoever, Provider shall promptly return to the SEOPW CRA originals or copies of any and all records, files, notes, contracts, renderings, memoranda, reports, work product and similar items and any manuals, drawings, sketches, plans, tape recordings, computer programs, disks, flash drives, and other physical representations of any information relating to the SEOPW CRA or to the business of the SEOPW CRA provided however that Provider shall have no obligation to return or destroy any such information that may be contained on its disaster recovery backups or that is otherwise not readily accessible. 8. PUBLIC RECORDS. a. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the SEOPW CRA contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the SEOPW CRA and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the SEOPW CRA. b. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the SEOPW CRA to perform this service; (2) provide the public with access to public records on the same terms and conditions as the SEOPW CRA would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the SEOPW CRA all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the SEOPW CRA in a format compatible with the SEOPW CRA's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. c. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the SEOPW CRA. 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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-679-6800, smanrique@miamigov.com, and 819 N.W. 2nd Avenue, 3rd Floor, Miami, Florida 33136. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. SEOPW CRA and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as may be amended from time to time. 10. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the SEOPW CRA, Provider may only seek specific performance of this Agreement and any recovery shall be limited to the amount set forth in Sections 4(a) of this Agreement. In no event shall the SEOPW CRA be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages, or attorney's fees. 3 11. LIMITATION OF LIABILITY. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the SEOPW CRA shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the SEOPW CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 12. INDEMNIFICATION. Provider shall indemnify, defend and hold harmless the SEOPW CRA, the City of Miami, its officials, employees and agents (collectively referred to as "Indemnities") from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees), causes of action, or liabilities (collectively referred to as "Liabilities") arising out of, resulting from, or in connection with: (i) the performance or non- performance contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"); (ii) the failure of Provider to comply with any of the paragraphs here; (iii) the failure of Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement; or (iv) the defense of any such claim or in the investigation thereof. Provider expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which Provider's liability to such employee or former employee would otherwise be limited to payment under state Workers' Compensation or similar laws. The Indemnification shall survive the cancellation or expiration of the Agreement. 12. INSURANCE. Provider shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C," attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of Services under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request by the SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. If, in the reasonable judgment of the SEOPW CRA, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the SEOPW CRA reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, the SEOPW CRA shall pay Provider compensation for services rendered, and 4 expenses incurred, prior to the date of termination but shall not be liable to Provider for any additional compensation, or for any consequential or incidental damages. 13. DEFAULT. If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder, the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, or other compensation paid by the SEOPW CRA to Provider while Provider was in default shall be immediately returned to the SEOPW CRA. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the SEOPW CRA for all expenses incurred by the SEOPW CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the SEOPW CRA in the re - procurement of Services, including consequential and incidental damages. 14. DISPUTES. Provider understands and agrees that all disputes between Provider and the SEOPW CRA based upon an alleged violation of the terms of this Agreement by the SEOPW CRA shall be submitted to the SEOPW CRA's Executive Director for resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event the dispute involves the expenditure of funds in excess of Four Thousand Five Hundred Dollars and No Cents ($4,500.00), the decision of the SEOPW CRA's Executive Director shall be approved or disapproved by the SEOPW CRA's Board of Commissioners. Provider shall not be entitled to seek judicial relief unless: (i) it has first received the SEOPW CRA's Executive Director's written decision, approved by the SEOPW CRA's Board of Commissioners if the amount of compensation hereunder exceeds $4,500.00; or (ii) a period of sixty (60) days has expired, after Provider's submission of a detailed statement of the dispute, accompanied by all supporting documentation, to the SEOPW CRA's Executive Director (ninety (90) days if the SEOPW CRA's Executive Director's decision is subject to the SEOPW CRA's Boards' approval); or (iii) the SEOPW CRA's Board of Commissioners has waived compliance with the procedure set forth in this section by formal resolution of the Board. 15. SEOPW CRA'S TERMINATION RIGHTS. a. The SEOPW CRA shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) calendar days prior to the effective date of such termination. In such event, the SEOPW CRA shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. Such payment shall be determined on the basis of the hours or the percentage of the total work performed by Provider up to the time of termination certified in accordance with the provisions of this Agreement. In the event partial payment has been made for professional services not performed, Provider shall return such sums to the SEOPW CRA within ten (10) days after receipt of written notice that said sums are due. In no event, shall the SEOPW CRA be liable to Provider for any additional compensation, other than that provided herein, nor for any consequential or incidental damages. 5 b. SEOPW CRA may terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, the SEOPW CRA shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the SEOPW CRA all amounts received while Provider was in default under this Agreement. 16. FORUM. In case of any controversy or dispute arising out of this Agreement, both parties agree and accept to be subject to the jurisdiction and competence of the Administrative Authorities and Courts in Miami -Dade County Florida as the exclusive forum for such controversy or disputes forsaking any other jurisdiction which either party may otherwise be entitled to claim. 17. NON-DISCRIMINATION. Provider represents and warrants to the SEOPW CRA that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 18. CONFLICT OF INTEREST. a. Provider is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. b. Provider covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the SEOPW CRA. Provider further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Provider, its employees or associated persons, or entities must be disclosed in writing to the SEOPW CRA. c. Provider shall decline proffered employment by another client(s) if the exercise of Provider's independent professional judgment on behalf of the SEOPW CRA, on any matter directly related to Services, will be or is likely to be adversely affected by the acceptance of such proffered employment; provided, however, that Provider may represent a client(s) with an interest adverse to the SEOPW CRA if the subject matter of such representation is not related to Services described in this Agreement and if the SEOPW CRA waives any conflict or alleged conflict with respect to such representation. Should the Provider request the SEOPW CRA's waiver of any conflict of interest, Provider shall provide the SEOPW CRA, in writing, all information pertaining to such potential conflict for the SEOPW CRA's evaluation. 6 d. Provider shall not delegate the substantive obligations to be undertaken hereunder to any person or entity who exercises any functions or responsibilities on his/her personal behalf or on behalf of any other client(s) if the subject matter of such representation is related to Services and if such representation will or is likely to compete with the interests of the SEOPW CRA, or adversely affect the interests of the SEOPW CRA and the obligations undertaken by Provider hereunder. 19. ASSIGNMENT. This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the SEOPW CRA, which may be withheld or conditioned, in the SEOPW CRA's sole discretion. 20. NOTICES. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To SEOPW CRA: James D. McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamigov.com With copies to: Vincent T. Brown, Esq., Staff Counsel Email: VTbrown@miamigov.com To Provider LoveLove International, LLC c/o Barbara L. Avhad 638 N.W. 11th Street Miami, FL 33136 Email: lovelove.intl@gmail.com 21. CHOICE OF LAW. This Agreement shall be construed and enforced according to the laws of the State of Florida. 22. CAPTIONS. The captions or headings of the Sections and other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. 23. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 7 24. SEVERABILITY. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 25. CONSTRUCTION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 26. THIRD -PARTY BENEFICIARY. No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to make any such third party a beneficiary of this Agreement, or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 27. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 28. INDEPENDENT CONTRACTOR. Provider has been procured and is being engaged to provide services to SEOPW CRA as an independent contractor, and not as an agent or employee of SEOPW CRA. Accordingly, SEOPW CRA shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City of Miami, nor any rights generally afforded its classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of SEOPW CRA are not available to Provider and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering Services to SEOPW CRA under this Agreement. 29. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds, and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, or change in regulations. 30. MERGER. This Agreement and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 31. AMENDMENT AND RESCISSION. This Agreement shall not be modified or rescinded except by written instrument setting forth such modification or rescission signed by all parties hereto. 8 32. FORCE MAJEURE. a. "Force Majeure" shall mean an act of God, epidemic, lighting, earthquake, fire, explosion, hurricane, flood or similar occurrence, strike, an act of public enemy, or blockade, insurrection, riot, civil disturbance, or similar occurrence, which has a material effect adverse impact on the performance of this Agreement, and which cannot be avoided despite the exercise of due diligence. The term "Force Majeure" DOES NOT INCLUDE inclement weather (except as noted above) or the acts or omissions of subconsultants/subcontractors, third -party consultants/contractors' materialmen, suppliers, or their subcontractors, unless such acts or omissions are otherwise encompassed by the definition set forth above. b. 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, but the obligation of the party or parties relying on such Force Majeure shall be suspended only during the continuance of any inability so caused and for no longer period of said unexpected or uncontrollable event, and such cause shall, so far as possible, be remedied with all reasonable dispatch. c. It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of Force Majeure shall be conditioned upon such party giving, to the other party or parties, written notice of its assertion that a Force Majeure delay has occurred as soon as practicable after the occurrence but not later than ten (10) working days after the occurrence, unless there exists good cause for failure to give such notice, in which event, failure to give such notice shall not prejudice any party's right to justify any non-performance as caused by Force Majeure unless the failure to give timely notice causes material prejudice to the other party or parties. 33. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 34. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. Agreement. b. Time shall be of the essence for each and every provision of this 9 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. WITNESSES: By: X- Print: Il hfdnC fit qA ATTEST: odd B. Hann LoveLove International, LLC ("Provider") By: Barbara L. •'' ad, an. ; -r-Member SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA") es D. McQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND APPROVED AS TO INSURANCE LEGAL SUFFICIENCY: REQUIREMENTS: By: By: Vincent T. Brown, Esq. Ann -Marie Sharpe Staff Counsel Risk Management Director 10 IN WITNESS WHEREOF, . the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. WITNESSES: LoveLove International, LLC ("Provider") By: By: S Barbara L. Av'ad, can er-Member Print: GU�fZ�t U By: Print: ff 1 ,7C lit. fo 1 r5 A SOUTHEAST-OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA") ATTEST: By: • By: Todd B. Hannon James D. McQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND APPROVED AS TO INSURANCE LEGAL SUFFICIENCY: REQUIREMENTS: By: rrZ_ /r By: ? Vincent T. Brown, Esq. Ann -Marie Sharpe Staff Counsel Risk Management Director 10 EXHIBIT "A" Services Scope of Work: Provider will be responsible for conducting outreach activities within the Culmer residences to promote and support the SEOPW CRA Facade Training Program. Responsibilities include but not limited to: • Provide outreach support to SEOPW CRA of various needs as assessed by SEOPW CRA Project Manager • Participate in coordinating community meetings and events. • Provide interpretation services as needed. • Liaison/communication duties (emails, calls, texts, in-person/on-site meetings, virtual meetings, etc.) for Culmer townhome unit owners and residents, from prior to their onboarding (owner "signing -on") onto the program until official completion of their unit via owner's "sign -off" approval on the appropriate document; also includes communication of program policies and any potential policy changes or additions by Project Manager to unit owners and residents • Efficient collection and/or disbursement of onboarding, assessment, and sign -off documents (including any general bureaucratic documents or execution of tasks created throughout the program) • Communication duties with the General Contractor and the relevant CRA personnel for the efficient and successful execution of the Project at Culmer townhomes. This includes, but is not limited to, the following (as necessary and/or when prompted by the Project Manager): the 48-hour notices given prior to the commencement of construction work on unit owner's building; setting up the unit owner appointments for the initial assessment with the GC; setting up appointments for the second assessment by the CRA Architect (within a time window already scheduled or agreed upon by Architect and/or Project Manager); setting up for any other necessary owner -requested CRA meetings that may go beyond the scope or authority of the GC on -site • Helping to limit or bring notice to potential construction execution gaps or general Project concerns that may negatively affect the perception of the quality of the program to unit owners and to the general CRA community. However, the CRA Architect has final say on matters of brick and mortar — the Liaison is an advocate, not a construction, nor policy, nor financial authority of the Project • Regular or as necessary "status update" submissions of onboarding and sign -off completion efforts with appropriate descriptions • Helping to advertise the program within the Culmer townhome community as well as for relevant CRA sponsored outreach events, including for marketing purposes; participation in said outreach events • Consistent pursuing of new or (within reason) previously uncooperating owners for onboarding •. Consistent pursuing of completed unit owners for their sign -off signatures 1 • Invoices provided to Project Manager and CRA Finance in no less than four -week intervals of calendar time, in matching with the CRA pay periods (to be paid the Friday following the last Friday of a CRA pay period), unless otherwise stated Reporting: Upon request, Provider, or its Authorized Representative, will provide written progress reports on accomplishments and progress with Culmer owner/resident. Reports are to be directed to Mr. Antoine Romulus, Project Manager, for the SEOPW CRA. 2 EXHIBIT "B" Compensation 1. FEES: In consideration for services provided hereunder, the SEOPW CRA shall pay Provider as follows: Hourly rate: $30.00. Maximum hours per week: 20 hours per week. 2. METHOD OF PAYMENT: Payment will be made within thirty (30) days after receipt of Provider's approved invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail to account for the work performed and allow a proper audit of expenditures. 3. MAXIMUM PAYMENT: The total amount paid by the SEOPW CRA to the Provider under this Agreement shall not exceed Twenty -Five Thousand Eight -Hundred Dollars and Zero Cents ($25,800.00). 4. MAXIMUM TERM: November 11, 2024 — September 5, 2025. 5. GAP WEEKS: Maximum of three optional "gap weeks" during contract period. Gap weeks are defined as a Sunday — Saturday (7 days/one first or second half of a pay period) when no work is expected to be done by Liaison, and therefore, no financial compensation is expected to be provided by SEOPW CRA for that "gap week" period. Liaison must seek approval via at least one-month's prior written notice to Project Manager. EXHIBIT "C" Insurance Requirements A. COMMERCIAL GENERAL .LIABILITY (CGL) with the minimum limits of One Million Dollars ($1,000,000.00) for each occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability, with a general aggregate limit of Two Million Dollars ($2,000,000.00). Coverage must be afforded on a primary and non-contributory basis and with a coverage form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: 1. Products and/or Completed Operations for contracts with an Aggregate Limit of One Million Dollars ($1,000,000.00) per project. 2. Personal and Advertising Injury with an aggregate limit of One Million Dollars ($1,000,000.00). 3. Additional Endorsements: a. Premises and Operations Liability b. Contingent and Contractual Liability 4. Additional Insureds: The following must each be included as additional insureds on the policy affording the aforementioned coverage for the amounts specified above, and each must be issued certificates of insurances reflecting such coverage. a. City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, Florida 33136 B. BUSINESS AUTOMOBILE LIABILITY (if applicable) with the minimum limits of One Million Dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: 1. Any Auto, Owned Autos, Scheduled Autos, including Hired, Borrowed or Non -Owned Autos 1 2. Additional Insureds: The following must each be included as additional insureds on the policy affording the aforementioned coverage for the amounts specified above, and each must be issued certificates of insurances reflecting such coverage. a. City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, Florida 33136 C. WORKER'S COMPENSATION (if applicable) insurance for the payment of compensation and other benefits in accordance with the Workers' Compensation Law, Chapter 440, Florida Statutes, and all applicable federal laws, for the coverage of occupational injury or disease suffered by Grantee's employees. Additionally, the policy(ies) must include a waiver of subrogation. D. PROFESSIONAL LIABILITY/ERRORS AND OMISSION COVERAGE with the minimum limits of One Million Dollars ($1,000,000.00) combined single limit for each claim; and general aggregate limit of One Million Dollars ($1,000,000.00), retro date included. E. CONDITIONS. The above policies shall provide the SEOPW CRA and the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. If the initial insurance expires prior to the completion of the Work, renewal copies of policies shall be furnished at least thirty (30) days prior to the date of their expiration. The required Certificates of Insurance referenced above shall name the types of policies provided, refer specifically to this Contract, and state that such insurance is as required by this Contract. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. The SEOPW CRA's Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Contractor or 2 applicable subcontractor. The Provider shall comply with such requests unless the insurance coverage is not then readily available in the national market. An additive or deductive change order will be issued to adjust the contract value as necessary. For insurance bonding issues and decisions, the SEOPW CRA shall act through its Risk Administrator (unless otherwise stated). 3 7 ® ,d►CCMCP CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an'ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER C. BRIAN HART INSURANCE CORPORATION 8880 NW 7TH AVNUE FAX 305 696-8634 MIAMI, FL 33150 CONTACT CAREY B HART (q/cONE t1;305-836 5206 iac,No):305 696 8634 AIL ADDRESS: CAREY@CBRIAN HART.EOM INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:UNITED STATES LIABILITY INS COMPANY 25895 INSURED LOVE LOVE INTERNATIONAL, LLC 638 NW 11 STREET MIAMI, FL 33136 INSURER B : INSURERC: INSURERD: INSURER E: INSURER F • \sV V CIVIVGJ vr. �.., .vr.. .. �...��... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSADDL ILTRR TYPE OF INSURANCE INSD SUBR WVD POLICY NUMBER POLICY EFF IMMIDDIYYYY) POLICY EXP IMMIDDIYYYY) LIMITS A X COMMERCIALGENERAL LIABILITY X X SP 1580454A 11-7-2024 11-7-2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 CLAIMS -MADE 1 X I OCCUR MED EXP (Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 1 ,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE OMIT APPLIES POLICY f I JP OTHER: PER: LOC PRODUCTS - COMP/OPAGG $ INCLUDED $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED SCHEDULED AUTOS NON -OWNED AUTOS ONLY CO aBIN EDISINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB I OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PPERTUTE OTH- ER E.L EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ E.L DISEASE - POIJCY LIMIT $ A SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY ERRORS AND OMISSIONS X X SP 1580454A 11-7-2024 11-7-2025 EACH CLAIM ANNUAL AGGREGATE $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS; LOCATIONS 1 VEHICLES (ACORD 10 , Additional Remarks Schedule, may be attached it more space is required) PROFESSIONAL SERVICES AS A(N) EDUCATIONALCONSULTANT, TRAINING SPECIALIST SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY AS ADDITIONAL INSURED WITH REGARDS TO COMMERCIAL GENERAL LIABILITY COVERAGE A WAIVER OF SUBROGATION IS INCLUDED IN FAVOR OF ADDITIONAL INSURED. COVERAGE IS PRIMARY AND NON-CONTRIBUTORY. CERTIFICATE HOLDER CANCELLATION ) SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY 819 NW 2ND AVENUE MIAMI, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIV 6 © 1988-2015 A O D C PORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 7 ® ACORO CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 11/12/2024 THIS RTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER C. BRIAN HART INSURANCE CORPORATION 8880 NW 7TH AVENUE FAX 305 696-8634 MIAMI, FL 33150 CONTACT CAREY B HART PHONE �ac,Na):305 696-8634 Na, E,<tI.305-836-5206 .1AIC. E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :UNITED STATES LIABILITY INS COMPANY 25895 INSURED LOVE LOVE INTERNATIONAL, LLC 638 NW 11 STREET MIAMI, FL 33136 INSURER B : INSURERC: INSURERD: INSURER E: INSURER F : CERTIFICATE NUMBER' loll V GfV1V GJ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NADDL ILTR TYPE OF INSURANCE INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDOIYYYYI POLICY EXP (MMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X X SP 1580454A 11-7-2024 11-7-2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 1 0,000 PERSONAL & ADV INJURY $ 1 ,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PER: JECT I I LOC PRODUCTS - COMP/OPAGG $ INCLUDED AUTOMOBILE _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED �„ SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINEDSINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatary in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y I N NIA STATUTEPER OTH- ER E.L EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY ERRORS AND OMISSIONS X X SP 1560454A 11-7-2024 11-7-2025 EACH CLAIM ANNUAL AGGREGATE $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS !LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PROFESSIONAL SERVICES AS A(N) EDUCATIONALCONSULTANT, TRAINING SPECIALIST CITY OF MIAMI AS ADDITIONAL INSURED WITH REGARDS TO COMMERCIAL GENERAL LIABILITY COVERAGE A WAIVER OF SUBROGATION IS INCLUDED IN FAVOR OF ADDITIONAL INSURED. COVERAGE IS PRIMARY AND NON-CONTRIBUTORY CERTIFICATE HOLDER CANCELLATION CITY OF MIAMI 444 SW 2ND AVENUE MIAMI, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 CD(1RD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACOR October 29th, 2024 James McQueen Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2" Avenue, 3' Floor Miami, Florida 33136 RE: Grant Agreement and Insurance Coverage Mr. McQueen, This correspondence serves to advise you that LOVE LOVE INTERNATIONAL, LLC. ("Limited Liability Company") does not employ four (4) or more individuals, and in turn, is not required to obtain workers' compensation coverage. Additionally, the Limited Liability Company does not maintain automobile insurance coverage given that the Limited Liability Company neither owns an automobile, nor utilizes automobiles that are hired, borrowed, or otherwise non -owned. Should you have any questions or require additional information, please feel free to contact my office. Sincerely, Barbara L. Avhad Owner