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HomeMy WebLinkAbout26003AGREEMENT INFORMATION AGREEMENT NUMBER 26003 NAME/TYPE OF AGREEMENT OMNI CRA & MANGO STREET ADVISORS, LLC DESCRIPTION EXPERT CONSULTANT AGREEMENT/STRATEGIC ADVISORY & EXECUTION SUPPORT FOR INITIATIVES INVOLVING PUBLIC PROPERTY OWNED BY MIAMI-DADE PUBLIC SCHOOLS & OTHER GOVERNMENTAL ENTITIES EFFECTIVE DATE February 1, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/4/2026 DATE RECEIVED FROM ISSUING DEPT. 3/5/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL EXPERT CONSULTANT AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("OMNI CRA") AND MANGO STREET ADVISORS, LLC THIS AGREEMENT ("Agreement") is made and entered into this 1st day of February, 2026, effective upon signature ("Effective Date"), by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356 Florida Statutes ("OMNI CRA"), whose address is 1401 North Miami Avenue, Miami, Florida 33136, and Mango Street Advisors, LLC, a Florida Limited Liability Company authorized to conduct business in Florida ("Expert Consultant"), whose address 3636 South West 16th Terrace, Miami, Florida 33145. RECITALS WHEREAS, the OMNI CRA, from time to time, retains individuals acting as independent contractors on a contractual basis for a specific term to perform certain specialized and defined tasks for the OMNI CRA and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the OMNI CRA must retain the professional services of Expert Consultant to assist the OMNI CRA with developing community and political support with Miami Dade County, Florida, in furtherance of the OMNI CRA's desires to eradicate Slum and Blight in the Omni CRA area with the Scope of Services defined in Exhibit "A", attached and incorporated ("Services"); and WHEREAS, the OMNI CRA, through the Executive Director, has deemed the Expert Consultant qualified in accordance with Sections 18-72, 18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, in consideration of the mutual obligations expressed herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the OMNI CRA and the Expert Consultant agree as follows: Section 1. Recitals and Incorporations. The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Scope of Services Exhibit B - Compensation Exhibit C — Insurance Requirements Exhibit D — Expert Consultant's Certificate of Insurance Exhibit E — Corporate Resolution Exhibit F — Anti -Human Trafficking Affidavit In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement then the priority order indicated above. Section 2. Scope of Services. Pursuant to the City Code, the Executive Director may retain an Expert Consultant. The Expert Consultant identified above will be assigned to assist the OMNI CRA and shall perform the Services outlined in Exhibit "A", attached and incorporated. The Expert Consultant represents to the OMNI Page 1 of 16 CRA that the Expert Consultant is now, upon execution of this Agreement, and shall at all times during the term of this Agreement remain fully qualified, competent, and capable to perform the Services under this Agreement. Section 3. Remuneration, Audit and Inspection. A. The Expert Consultant shall receive compensation in the amount and in the manner as specified in Exhibit "B" based on an hourly rate that was agreed upon in advance. Even if there is, at the discretion of the OMNI CRA, an Amendment to increase the remuneration, in no event shall the total of remuneration for all Services exceed One Hundred Twenty Thousand Dollars ($120,000.00) per year. The OMNI CRA, in its best interest, reserves the right to request additional related services to be provided by the Expert Consultant. Any additional services in excess of those described in Exhibit "A" shall be negotiated and pre -approved in writing by the Executive Director or designee prior to the services being rendered. The Expert Consultant will provide a detailed invoice listing daily work for any billing period. B. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9 prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that the Expert Consultant shall not acquire status, benefits, or rights as an OMNI CRA employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the Executive Director with the completed IRS Form W-9 at the time of execution of the Agreement. C. Unless otherwise specifically provided in Exhibit "B", pursuant to the Florida Prompt Payment Act, payment will be made within forty-five (45) days after receipt of the Expert Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow proper audit of expenditures should the OMNI CRA require one to be performed. The Expert Consultant shall invoice the OMNI CRA at a frequency of no more than once per month for the services rendered in the prior month. D. The OMNI CRA may, at all reasonable times and for a period of up to three (3) years following the date of final payment by the OMNI CRA to the Expert Consultant under the Agreement, audit, cause to be audited, inspect, or cause to be inspected those books and records of the Expert Consultant which are related to the Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records at a location within the OMNI CRA for a period of three (3) years after final payment is made under the Agreement. Section 4. Term. The Agreement shall become effective as of the Effective Date as defined on its first page and shall be for the duration of one (1) year. Within six (6) months of the Effective Date, the Expert Consultant shall participate in a check -in meeting with the OMNI CRA to review and discuss a report of services performed to date, including progress, deliverables, and any recommended adjustments to the scope or approach of the Services. The OMNI CRA, acting by and through the Executive Director, shall have the option to extend or terminate the Agreement for convenience. Section 5. Termination. This Agreement may be terminated at any time by either party, with or without cause. In the event of termination of this Agreement for any reason with or without cause, the Expert Consultant shall not have recourse to any OMNI CRA Grievance or Disciplinary Procedure. In the event of termination, the Expert Consultant will be compensated for actual Services rendered up to and including the date of termination. Expert Consultant agrees that other than payment of compensation due pursuant to the terms of this Agreement, Expert Consultant shall not be entitled to claim any lost profits, special, or general damages against the OMNI CRA. Section 6. Relationship Between Parties. Page 2 of 16 A. The Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not an OMNI CRA employee. As the Expert Consultant is an independent contractor, the Expert Consultant shall not be entitled to any employment emoluments. Access and use of OMNI CRA property shall be at the sole discretion of the Executive Director. The Expert Consultant acknowledges that such access to and use of OMNI CRA property does not alter the Expert Consultant's status as an independent contractor. B. Other than as legally required by the Expert Consultant in rendering her professional opinion, all other documents, information, materials, reports, and work product developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the OMNI CRA. The Expert Consultant understands and agrees that any information, documents, reports, materials, work product, or any other materials whatsoever which is given by the OMNI CRA to the Expert Consultant, or which is otherwise obtained or prepared by the Expert Consultant pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the OMNI CRA. The Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the prior written consent of the OMNI CRA, which may be withheld or conditioned by the OMNI CRA in the OMNI CRA's sole discretion. C. The Expert Consultant shall work with the OMNI CRA to develop and undertake the schedule necessary to provide the Services as needed by the OMNI CRA. The Expert Consultant acknowledges that working with the OMNI CRA to provide necessary scheduling for the Services does not alter his status as an independent contractor and the Expert Consultant acknowledges and understands that compensation payment for their time is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, save and hold harmless, and defend (at its own cost and expense), the OMNI CRA, its officers, agents, directors, employees, and instrumentalities from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of the Expert Consultant and persons employed or utilized by the Expert Consultant in the performance of this Agreement. In the event that any action or proceeding is brought against the OMNI CRA by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the OMNI CRA, resist and defend such action or proceeding by counsel satisfactory to the OMNI CRA. The Expert Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Expert Consultant shall in no way limit the responsibility to indemnify, save and hold harmless, and defend (at its own cost and expense), the OMNI CRA, its officers, agents, directors, employees, and instrumentalities provided herein. The indemnification provided above shall obligate the Expert Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the OMNI CRA 's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the OMNI CRA, whether performed by the Expert Consultant or persons employed or utilized by the Expert Consultant. These duties described in this Section will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. The Expert Consultant shall require all sub -consultant agreements to include a provision that each sub - consultant will indemnify the OMNI CRA in substantially the same language as this Section. The Expert Consultant agrees and recognizes that the OMNI CRA shall not be held liable or responsible for any claims Page 3 of 16 which may result from any actions or omissions of the Expert Consultant in which the OMNI CRA participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving, or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the OMNI CRA, in no way, assumes or shares any responsibility or liability of the Expert Consultant or sub -consultant under this Agreement. Ten Dollars ($10.00) of the payments made by the OMNI CRA constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Expert Consultant. Section 8. Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure her own insurance coverage, as applicable insurance will not be paid by the OMNI CRA on behalf of the Expert Consultant while performing the Services. The Expert Consultant shall maintain insurance coverage and provide evidence of such insurance coverage in such amounts as may be required by the OMNI CRA's Risk Management Department in Composite Exhibit "C", including the Insurance Requirements and the W-9, all attached and incorporated. Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the OMNI CRA that the Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Expert Consultant's performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor. The Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, age, religion, color, gender, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. Section 10. Non -Assignment, Successors, and Assigns. The Expert Consultant's Services are unique in nature and are not assignable. Section 11. Ownership of Documents. The Expert Consultant understands and agrees that any information, document, report, plan, budget, or any other material whatsoever which is given by the OMNI CRA or on behalf of the OMNI CRA to the Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the OMNI CRA. The Expert Consultant agrees not to use any such information, document, report, plan, budget, or any other materials without the prior written consent of the OMNI CRA, which consent may be withheld or conditioned by the OMNI CRA as the owner thereof. Section 12. Public Records. A. The Expert Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to OMNI CRA Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the OMNI CRA and the public to all documents subject to disclosure under all applicable laws. The Expert Consultant's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the OMNI CRA and any potential penalties authorized by Chapter 119, Florida Statutes. B. The Expert Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of the OMNI CRA to perform this Service; (2) upon request from the OMNI CRA 's custodian of public records, provide the OMNI CRA with a copy of the requested records or allow the records to be inspected or copied within a Page 4 of 16 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 Agreement's term and following completion of the same, if the Expert Consultant does not transfer the records to the OMNI CRA; and (4) upon completion of the Agreement, transfer, at no cost to the OMNI CRA, all public records in possession of the Expert Consultant or keep and maintain public records required by the OMNI CRA to perform the Services. If the Expert Consultant transfers all public records to the OMNI CRA upon completion of the Agreement, the Expert Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Expert Consultant keeps and maintains the public records upon completion of the Agreement, the Expert Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the OMNI CRA, upon request from the OMNI CRA's custodian of public records, in a format that is compatible with the information technology systems of the OMNI CRA. Notwithstanding the foregoing, the Expert Consultant shall be permitted to retain any public records that make up part of his work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should the Expert Consultant determine to dispute any public access provision required by Florida Statutes, the Expert Consultant shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the OMNI CRA. IF THE EXPERT CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE EXPERT CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE EXPERT CONSULTANT MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTRONIC MAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR VIA REGULAR MAIL AT OMNI CRA, AT 1401 NORTH MIAMI AVENUE, 2ND FLOOR, MIAMI, FL 33136. Section 13. Award of Agreement. The Expert Consultant represents and warrants to the OMNI CRA that the Expert Consultant has not employed or retained any person or company employed by the OMNI 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, finder's fee, or gift of any kind contingent upon or in connection with the award of this Agreement. Section 14. Compliance with Federal, State, and Local Laws. The Expert Consultant understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc. The Expert Consultant agrees to comply with and to observe all applicable laws, codes, and ordinances, as they may be amended from time to time. Section 15. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered, 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 it is personally delivered; or if by U.S. Mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. To Expert Consultant: Mango Street Advisors, LLC Attn: Rebecca Wakefield 3636 South West 16th Terrace Miami, Florida 33145 To the OMNI CRA: Omni Redevelopment District Community Redevelopment Agency Attn: Carlos I. Suarez 1401 N Miami Avenue Page 5 of 16 Miami, FL 33136 With Copy To: City of Miami Office of the City Attorney ATTN: George K. Wysong III, General Counsel 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Section 16. Contingency Clause. Funding for this Agreement is contingent upon the availability of funds and continued authorization of OMNI CRA activities and the Agreement is subject to (a) an amendment due to lack of funds, reduction of funds, and/or change in regulations or the Code, upon written notice, or (b) termination pursuant to Section 5 hereof. Section 17. Miscellaneous. A. The Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto agree that venue for all federal, state, and local matters, if any, arising under the Agreement shall be in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties' consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Each party shall pay its own costs and attorneys' fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the 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 OMNI CRA, 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 the same shall be deemed severable, and in either event, the remaining terms and provisions of the Agreement shall remain unmodified and in full force and effect. C. No waiver or breach of any provision of the Agreement shall constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. D. The Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets 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 the Agreement, including the Exhibits hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment, or addition to the Agreement shall be valid unless in writing and executed by the properly authorized representatives of the parties hereto. Section 18. Survival. The parties acknowledge that the obligations in this Agreement will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Expert Consultant and the OMNI CRA under this Agreement shall survive termination, cancellation, or expiration hereof. Section 19. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken Page 6 of 16 together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. Section 20. E-Verify Employment Verification. By entering into this Agreement, Expert Consultant and its subconsultants are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Expert Consultant affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Expert Consultant; (b) it has required all subconsultants to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subconsultants to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If the OMNI CRA has a good faith belief that Expert Consultant has knowingly violated Section 448.09(1), Florida Statutes, then OMNI CRA shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Expert Consultant agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Expert Consultant shall be liable for any additional costs incurred by the OMNI CRA because of such termination. In addition, if OMNI CRA has a good faith belief that a subconsultant has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Expert Consultant has otherwise complied with its requirements under those statutes, then Expert Consultant agrees that it shall terminate the contract with the subconsultant upon receipt of notice from the OMNI CRA of such violation by subconsultant in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the OMNI CRA, the Expert Consultant, or subconsultant no later than twenty (20) calendar days after the date of said termination. Section 21. Confidentiality. Subject to the requirements of Chapter 119, Florida Statutes, Expert Consultant agrees not to disclose Confidential Information disclosed to it by the OMNI CRA. Confidential Information shall include all information received by Expert Consultant that is not available to the public and all information identified as confidential by the OMNI CRA. For purposes of this section, Confidential Information shall not include any information that (a) is or becomes generally available to the public, other than as a result of disclosure by Expert Consultant; (b) becomes available to Expert Consultant on a non -confidential basis and not in the contravention of applicable law from a source that is not bound by a confidential relationship by the OMNI CRA or by a confidentiality or other similar agreement; (c) was known by Expert Consultant on a non - confidential basis and not in a contravention of applicable law or confidentiality or other similar agreement before its disclosure to Expert Consultant; or (d) information which must be disclosed pursuant to law. Section 22. Antitrust Violator Vendors. A person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded Page 7 of 16 or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. Section 23. Anti -Human Trafficking. Expert Consultant confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. Expert Consultant shall execute and submit to the OMNI CRA an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached and incorporated herein as Exhibit "F." If Expert Consultant fails to comply with the terms of this Section, the OMNI CRA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the OMNI CRA be liable to Expert Consultant for any additional compensation or for any consequential or incidental damages. SIGNATURE PAGE FOLLOWS Remainder of page intentionally left blank Page 8 of 16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: DocuSigned by: Pjj atiifty By: 1cs6F1Fc14BA4An Name: Diego Abreu Title: Project manager ATTEST: By: Signed by: DocuSigned by: EE7-560D&F4459... Todd Hannon Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: By: DocuSigned by: aura wysal (U �76'E-9� .. George S' ysong III General Counsel 26-274 DIGS "Expert Consultant" Mango Street Advisors, LLC a Florida Limited Liability Company authorized to conduct business in Florida By: ct Signed by: IttUt wad. bt 61 EF667434 CD Name: Rebecca Wakefield Title: President "OMNI CRA" OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes Signed by: E1.9+E9 Bee-1-4-2-4... Carlos I. Suarez Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: Bv: DocuSigned by: FraaAk E 4E7... David Ruiz Interim Risk Management Director Page 9 of 16 EXHIBIT A SPECIFICATIONS/SCOPE OF WORK The Expert Consultant shall provide strategic advisory and execution support to the OMNI CRA for initiatives involving public property owned by Miami -Dade County Public Schools (MDCPS) and other governmental or quasi -governmental entities within the OMNI CRA, as well as private properties under consideration for acquisition or development by the OMNI CRA. Services may include, but are not limited to: (i) strategic planning and deal structuring for redevelopment, joint use, interim activation, and disposition of public property; (ii) intergovernmental coordination and negotiation of interlocal agreements, Memorandum of Understandings ("MOUs"), easements, and related approvals; (iii) private -sector engagement, market consultation; (iv) community engagement planning and media advisory support; (vi) project management, consultant coordination, and execution support For illustrative purposes only, examples of deliverables may include: Strategic Planning & Deal Structuring • Develop site -specific and portfolio -level strategies for redevelopment, interim activation, joint use, and disposition. • Align projects with the OMNI CRA Redevelopment Plan, Tax Increment Fund ("TIF") objectives, housing, cultural, and infrastructure priorities. • Prepare concept briefs and phasing strategies. Intergovernmental Relations & Agreements • Coordinate with the School Board, City of Miami, Miami -Dade County, Florida Department of Transportation. • Assist in negotiating and securing interlocal agreements and operating agreements. Private -Sector Engagement & Market Consultation • Conduct targeted outreach to developers, operators, and institutional partners. • Support market sounding, feasibility inputs, and value-capture/TIF considerations. • Advise on structuring community benefits and affordability commitments. Community Engagement & Media Advisory • Design community engagement strategies and synthesize community input. • Develop messaging frameworks and public narratives. • Advise on media relations and issues management. Services shall be provided as authorized by the OMNI CRA, and may be refined as projects advance. Page 10 of 16 EXHIBIT B COMPENSATION The fee for this agreement shall be billed at an hourly rate of Two Hundred Fifty Dollars ($250.00), estimated at Ten Thousand Dollars ($10,000.00) per month, not to exceed a total of One Hundred Twenty Thousand Dollars ($120,000.00) annually. Page 11 of 16 EXHIBIT C INSURANCE REQUIREMENTS- EXPERT CONSULTING Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as an additional insured OMNI CRA listed as additional insured Primary Insurance Clause Endorsement Contingent Exposures Included $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured OMNI CRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional/E&O Liability Combined Single Limit Each Claim Policy Aggregate Retroactive date included $1,000,000 $1,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Page 12 of 16 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. Page 13 of 16 EXHIBIT D EXPERT CONSULTANT'S CERTIFICATE OF INSURANCE Page 14 of 16 13964092 Mango Street Advisors, LLC Certificate Of Insurance 2/25/2026 7:26:49 PM / AC D® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 2/25/2026 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 Insureon, Division of Specialty Program Group LLC / DBA SPG Insurance Solutions LLC in CA 203 N. LaSalle St., 20th Floor, Chicago, IL 60601 CONTACT NAME: (A/CONNo Ext): (800) 301-6256 FAX No): 312-690-4123 E-MAADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hiscox 10200 INSURED Mango Street Advisors, LLC 3636 SW 16 Ter, Miami, FL, 33145 INSURER B : Hiscox 10200 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/WYY) POLICY EXP (MM/DD/YYYY) LIMITS B 1 COMMERCIAL GENERAL LIABILITY Yes S109.986.244 2/20/2026 2/20/2027 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE ✓ OCCUR DAMAGE RENTED PREMISESO(Ea occurrence) $ 100'000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY SCHEDULED COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability (Errors and Omissions) S109.986.244 2/20/2026 2/20/2027 Occurrence/Aggregate $1,000,000 / $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER IS NAMED AS AS ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY, ON A PRIMARY AND NON-CONTRIBUTORY BASIS CERTIFICATE HOLDER CANCELLATION OMNI CRA 1401 N MIAMI 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 REPRESENTATIVE ACORD 25 (2016/03) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 13964092 Mango Street Advisors, LLC Certificate Of Insurance 2/25/2026 7:27:16 PM / AC D® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 2/25/2026 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 Insureon, Division of Specialty Program Group LLC / DBA SPG Insurance Solutions LLC in CA 203 N. LaSalle St., 20th Floor, Chicago, IL 60601 CONTACT NAME: (A/CONNo Ext): (800) 301-6256 FAX No): 312-690-4123 E-MAADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hiscox 10200 INSURED Mango Street Advisors, LLC 3636 SW 16 Ter, Miami, FL, 33145 INSURER B : Hiscox 10200 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/WYY) POLICY EXP (MM/DD/YYYY) LIMITS B 1 COMMERCIAL GENERAL LIABILITY Yes S109.986.244 2/20/2026 2/20/2027 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE ✓ OCCUR DAMAGE RENTED PREMISESO(Ea occurrence) $ 100'000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY SCHEDULED COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability (Errors and Omissions) S109.986.244 2/20/2026 2/20/2027 Occurrence/Aggregate $1,000,000 / $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER IS NAMED AS AS ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY, ON A PRIMARY AND NON-CONTRIBUTORY BASIS CERTIFICATE HOLDER CANCELLATION CITY OF MIAMI 444 S.W. 2ND AVENUE SUITE 945 MIAMI, FLORIDA 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 ACORD 25 (2016/03) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Mango Street Advisors STRATEGIC CONSULTING FIRM City of Miami Omni Community Redevelopment Agency 1401 North Miami Avenue, 2nd Floor Miami, Florida 33136 To Whom It May Concern: February 11, 2026 This letter is to inform you that Mango Street Advisors does not have any firm - owned vehicles, and therefore, are exempt from obtaining auto insurance coverage, as it relates to the Firm's commercial liability insurance coverage. The services of the Omni CRA will be performed 100% remotely, and as such, there is no anticipated auto exposure. Also, the Firm has fewer than four employees, and therefore, is exempt in the State of Florida from obtaining Workers' Compensation coverage. Regards, Rebecca Wakefield Owner/President rebecca©a mangostreetadvisors.com Q Miami, Florida :��: www.mangostreetadvisors.com L 305-804-7051 WHEREAS, EXHIBIT E COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) ^eta 54 Ao ;Company"), a Limited Liability Company qualified to do business in Florida, desires to enter into an Expert Consultant agreement (the "Agreement") with the OMNI CRA solely for the limited purposes of performing the services as described in the Agreement to which this Company Resolution is attached; and WHEREAS, the Managing Members of Company at a duly held company meeting have considered the matter in accordance with the Articles and By -Laws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE MANAGING MEMBERS thatllthis Company is authorized to enter into the Agreement with the OMNI CRA, and that Qe'e�cs L)ak e'T l P Id as the authorized signatory of the Company, is hereby authorized and directed to execute the Agreement, in the name and on behalf of this company, with the OMNI CRA and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. DATED this 11 day of 2026. s. Cor.or. e Secr ary Print Name: �eecc..c.k Chairperson of the Mana ing Members Print Name: ` €CC F (Corporate Seal) Page 15 of 16 Public) My Commission Expires: ()G'.- L ZoZ9 EXHIBIT F ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a) The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b) The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the OMNI Redevelopment District Community Redevelopment Agency ("OMNI CRA") which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes. c) The nongovernmental entity is not in violation of Section 787.06, Florida Statutes, titled "Human Trafficking." d) The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. 2. Under penalties of perjury, I declare the following: a) I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b) I am an officer or a representative of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. Nongovernmental Entity: Mango Street Advisors, LLC Name: _Rebecca Wakefield Officer Title: President Signature of Officer: Office Address: 3636 SW 16 Ter. Miami FI 33145 Email Address: rebecca(mangostreetadvisors.com Main Phone Number: 305-804-7051 FEIN No. 39 „ I `f S STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was sworn to and subscribed before me by means of 0 physical presence or 0 online notarization, this t$ day of Fe rc,..,.K.,/ by Re.61,sc.o. f`I las the authorized officer or representative for the non -governmental entity. He/she is personally known to me or has produced Pc__ L. as identification. (NOTARY PUBLIC SEAL) `s•''t,°vo RYAN TORRESr~ 'Signature of Person Taking Oath * Commission # HH 729677 p OFFt.0 Expires October 9, 2029 �` y"`^ O r r (Printed, Typed, or Stamped Name of Notary Page 16 of 16 Olivera, Rosemary From: De Los Santos, Jesly Sent: Wednesday, March 4, 2026 11:48 AM To: Hannon, Todd Cc: Olivera, Rosemary; Ewan, Nicole; Suarez, Carlos I; Gibbs-Sorey, Domini Subject: FW: Completed: (Matter ID:26-274) Mango Street Advisors - Expert Consultant Agreement - Omni CRA.pdf Attachments: Fully Executed - Mango_Street_Advisors- Expert Consultant Agreement - 02.01.26.pdf Good morning, Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Best regards, Omni CRA Jesly De Los Santos Executive Assistant Omni Community Redevelopment Agency 1401 N. Miami Avenue, 2nd Floor (305) 679-6856 jdelossantos@miamigov.com From: DocuSign NA3 System <dse_NA3@docusign.net> Sent: Wednesday, March 4, 2026 10:52 AM To: De Los Santos, Jesly <JDeLosSantos@miamigov.com> Subject: Completed: Complete with Docusign: Mango Street Advisors - Expert Consultant Agreement - Omni CRA.pdf CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. i All signers completed Complete with Docusign: Mango Street Advisors - Expert Consultant Agreement - Omni CRA.pdf ■ docusign Do Not Share This Email This email contains a secure link to Docusign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit Docusign.com, click 'Access Documents', and enter the security code: 9E74097E15EB4F30933553F3907D1DAF3 Copyright © 2026 Docusign, Inc. 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