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AGREEMENT INFORMATION AGREEMENT NUMBER 23011 NAME/TYPE OF AGREEMENT ECOSTRATA SERVICES INC-PSA DESCRIPTION PROFESSIONAL SERVICES AGREEMENT / 965.00 PER MONTH MATTER ID:19-3090 EFFECTIVE DATE February 12, 2020 ATTESTED BY NICOLE EWAN ATTESTED DATE 2/12/2020 DATE RECEIVED FROM ISSUING DEPT. 2/12/2020 NOTE PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND ECOSTRATA SERVICES, INC. This Professional Services Agreement ("Agreement") is entered into this ItA day of fehiUG4,0 , 2020 ("Effective Date") by and between OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"), whose address is 1401 North Miami Avenue, Miami, FL 33136, and Ecostrata Services, Inc., a Florida Profit Corporation ("Provider"), whose address is 1544 Murcia Avenue, Coral Gables, FL 33134. The CRA and the Provider collectively shall hereinafter be referred to as the "Parties." RECITALS: A. WHEREAS, the CRA is tasked with the removal of slum an blighted conditions throughout the CRA district; and B. WHEREAS, the CRA has applied for various local, State, and Federal grants; and C. WHEREAS, the CRA wishes to engage the Provider as an independent contractor to the CRA for the purposes of providing professional grant management services as set forth herein on the terms and conditions set forth below in Exhibit "A," attached and incorporated herein by this reference; and D. WHEREAS, Provider, being an expert in grant management, has submitted a proposal, attached hereto as Exhibit "A", setting forth its deliverables to the CRA; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the CRA agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS: 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 be for one (1) year commencing on the Effective Date hereof or at the completion of the scope of work. 1 3. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described, and under and subject to the special terms and conditions set forth in Exhibit "A" hereto. If there are any disputes or conflicts between the terms of this Agreement and Exhibit "A", the terms of this Agreement shall prevail. B. Provider represents and warrants to the CRA and to the City that: (i) it possesses all qualifications, licenses, and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the CRA and/or to the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the CRA and/or to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A" and for the budgeted amounts, rates, and schedules described in this Agreement and Exhibit "A"; and (v) each person executing this Agreement on behalf of Provider has been duly authorized to so execute the same and to fully bind Provider as a party to this Agreement. C. Provider shall at all times provide fully qualified, competent, and capable employees to perform the Services under this Agreement. The CRA may require Provider to remove any employee the CRA deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued Services under this Agreement are not in the best interest of the CRA. Each of Provider's employees shall have and present proper identification. 4. COMPENSATION: A. The amount of compensation payable by the CRA to Provider shall be at a rate of nine hundred and sixty-five dollars ($965.00) per month for twelve (12) months; provided, however, that in no event shall the total amount of compensation exceed Eleven Thousand, Five Hundred Eighty Dollars (11,580.00) per year for the Term of this contract. B. Unless otherwise specifically provided in Exhibit "A", payment shall be made in arrears within forty five (45) days after receipt of Provider's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the CRA and/or the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act" and other applicable laws. No advance payments shall be made at any time. C. Absent an amendment to this Agreement, additional services and expenses are not included in this Agreement and shall only be provided upon a written amendment entered into Page 2 of 15 by the CRA and Provider and approved by the CRA Board. The CRA shall not be liable for any costs, fees, expenses or charges beyond the total amount of specified in this subsection for the Scope of Services and compensation referenced in Exhibit "A". The CRA shall not be liable for any cost, fee, expense, expenditure, or other liability of the Provider and shall not be liable for any fees beyond the stated maximum amount of Eleven Thousand, Five Hundred Eighty Dollars ($11,580.00) per year. D. Provider agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Provider and not paid directly by the CRA, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Provider. E. Neither Provider nor any of its employees or its subcontractors shall perform any work unless duly authorized by, the Executive Director of the CRA or his/her designated representative. Provider shall not be paid (i) for any work performed outside the Services set forth in Exhibit "A" of this Agreement, or (ii) for any work performed by any of Provider's employees or subcontractors not otherwise previously authorized by the Executive Director of the CRA or his/her designated representative. 5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information,, document, report or any other material whatsoever which is given by the CRA or the City, as applicable, 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 CRA or the City, as applicable. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of CRA or the City, as applicable, which may be withheld or conditioned by the CRA or the City, as applicable in the CRA's or the City's sole discretion, as applicable. The CRA or the City, as applicable, shall maintain and retain ownership of any and all documents which result upon the completion of the Services under this Agreement. 6. AUDIT AND INSPECTION RIGHTS: A. The CRA and/or the City may, at reasonable times, and for a period of up to three (3) years following the date of fmal payment by the CRA to Provider under this Agreement and any extensions hereof, audit, inspect, or cause to be audited, or cause to be audited and inspected, those books,' documents, papers, and records of Provider which are related to Provider's performance under this Agreement for the purpose of audit, examination, excerpts, and transcripts. Provider agrees to maintain all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and Page 3 of 15 all other pending matters are closed. Provider's failure to adhere to, or refuse to comply with, this condition shall result in the immediate cancellation of this Agreement by the CRA. B. The CRA and/or the City may, at reasonable times during the term hereof, inspect Provider's facilities and undertake such inquiries and reviews, as the CRA and/or the City deems reasonably necessary, to determine whether the Services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the CRA and/or the City all reasonable facilities and assistance to facilitate the inquiries, reviews, and/or inspections by CRA and/or City representatives. All inquiries, reviews, and inspections shall be subject to, and made in accordance with, the provisions of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Provider represents and warrants to the CRA and to the City that it has not employed or retained any person or company employed by the CRA or the City 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. 8. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CRA contracts and to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CRA and/or the City 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 cancellation of this Agreement by the CRA. IF THE PROVIDER HAS QUESTIONS REGARDING TIIE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT' (305) 679-6870, VIA EMAIL AT IJONES@MLANIIGOV.COM, OR REGULAR MAIL AT OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, 1401 NORTH MIAMI AVENUE, 2ND 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. The CRA and Provider agree to comply with and observe all applicable laws, codes Page 4 of 15 and ordinances as they may be amended from time to time, including, but not limited to, the provisions of Section 119.0701, Florida Statutes. Provider further agrees to include in all of Provider'sagreements with employees and subcontractors for any Services related to this Agreement this provision requiring employees and subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: Provider shall indemnify, defend, save, and hold harmless the CRA, the City and their respective officials, employees, and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from,, or in connection with (i) the performance or non-performance of the services 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"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental entity, federal, state, or local, in connection with the performance of this Agreement. Provider expressly agrees to indemnify, defend, save, and hold harmless the Indemnitees, 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 the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Each party shall bear the cost of their own attorney fees. Provider further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly or indirectly to Provider's performance under this Agreement, compliance with which is left by this Agreement to Provider, and (ii) any and all claims, and/or suits for Services and materials furnished by Provider or utilized in the performance of this Agreement or otherwise. Provider shall hold harmless, defend, save, and indemnify the CRA and the City for any errors in the provision of services and for any fines which may result from the fault of Provider, Page 5 of 15 its employees, agents, or subcontractors. Provider's obligations to indemnify, defend, save, and hold harmless the Indemnitees shall survive the termination of this Agreement. Provider understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by Provider throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. 11. 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 CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to Provider while Provider was in default shall be immediately returned to the 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 the Services within the time provided or contemplated herein, then, in addition to the foregoing, 'Provider shall be liable to the CRA for all expenses incurred by the CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the CRA in the re - procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the CRA based upon an alleged violation of the terms of this Agreement by the CRA shall be submitted to the Chair of the Board of CRA for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Eleven Thousand, Five Hundred Eighty Dollars and No Cents ($11, 580.00), the Chair's decision shall be approved or disapproved by the CRA Board. Provider shall not be entitled to seek judicial relief unless: (i) it has first received Chair's written decision, approved by the CRA Board if the amount of compensation hereunder exceeds Eleven Thousand, Five Hundred Eighty Dollars and No Cents ($11, 580.00), or (ii) a period of sixty (60) days has expired, after submitting to the Chair a detailed statement of the dispute, accompanied by all supporting documentation (ninety (90) days if the Chair's decision is subject to CRA Board approval); or (iii) the CRA has waived compliance with the procedure set forth in this section by written instruments, signed by the Chair. 13. TERMINATION RIGHTS: A. The 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) business days prior to the effective Page 6 of 15 date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the CRA or the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The CRA shall have the right to terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, the CRA shall not be obligated to pay any amounts to Provider for services rendered while Provider was in default under this Agreement and Provider shall reimburse to the CRA all amounts received while Provider was in default under this Agreement. The CRA shall pay to Provider compensation for services rendered prior to the effective date of the occurrence of an event of default as specified in the CRA's written notice to Provider of the effective date of termination of this Agreement. In no event shall the CRA or the City be liable to Provider for any additional compensation or for any of Provider's expenses, other than as provided in this Agreement, nor shall the CRA or the City be responsible for any consequential or incidental damages. 14. INSURANCE: A. Provider shall, at all times during the term hereof, maintain such types and amounts of insurance coverage(s) as may be required by the City's Department of Risk Management as set for in Exhibit `B" hereto. The Provider shall add the CRA and the City as additional named insureds to its commercial general liability and auto policies and as named certificate holders on all policies. Provider shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City's Risk Management Administrator for adequacy of protection and evidence of such coverage(s) shall be furnished to the CRA and the City's Risk Management Department on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, modified, or changed during the performance of the Services under this Agreement without thirty (30) calendar days prior written notice to the CRA and to the City. Completed Certificates of Insurance shall be filed with the CRA and the City prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the CRA and the City. B. If, in the judgment of the City's Risk Management Administrator, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind(s) or amounts, the CRA and the City reserve the right to require the provision by Provider of an amount of coverage different from the amounts or kind(s) previously required and shall afford written notice of such change in requirements thirty (30) days prior to Page 7 of 15 the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City Department of Risk Management's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Provider understands and agrees that any and all liabilities regarding the use of any of Provider's employees or any of Provider's subcontractors for Services related to this Agreement shall be borne solely by Provider throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Provider further understands and agrees that insurance for each employee of Provider and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City's Risk Management Administrator throughout the duration of this Agreement. D. Provider shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Provider shall be responsible for submitting new or renewed insurance certificates to the CRA and to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the CRA on behalf of the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the CRA on behalf of the City may terminate the Agreement for cause and seek re - procurement damages from Provider in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Provider of its liabilities and obligations under this Agreement. 15. NONDISCRIMiLNATION: Provider represents and warrants to the CRA and the City 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. Page 8 of 15 16. ASSIGNMENT: The Proposer shall not assign this Agreement, nor any portions of any part of his/her operations or ownership, without written permission granted by the CRA through the Executive Director, which may be withheld at his/her sole discretion. 17. 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 (5th) day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: Ecostrata Services Inc President Robert Ruano 1544 Murcia Ave Coral Gables, Florida 33134 TO '1HE CRA: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue Miami, Florida Attn: Jason Walker Executive Director With copies to: Victoria Mendez General Counsel Office of the City Attorney: City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. 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. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. Page 9 of 15 C. 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. D. 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 United States of America, 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. E. Provider shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure and certifications required by law for professional service providers. F. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or Amendment hereto shall be valid unless in writing, authorized by an affirmative vote of the CRA as necessary, and executed by properly authorized representatives of the parties hereto. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the CRA as an independent contractor, and not as an agent or employee of the CRA or the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the CRA or the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the CRA or the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the CRA under this Agreement. Provider further understands and agrees that Provider's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 22. FORCE MAJEURE. , A "Force Majeure Event" shall mean an act of God, act Page 10 of 15 of governmental body or military, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CRA AND CITY NOT LIABLE FOR DELAYS: Provider hereby understands and agrees that in no event shall the CRA and/or the City be liable for, or responsible to Provider or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the CRA and/or the City has no control. 24. USE OF NAME: Provider understands and agrees that neither the CRA nor the City is engaged in research for advertising, sales promotion, or other publicity purposes. Provider is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the CRA' on behalf of the City. The Provider agrees to protect any confidential information provided by the CRA and/or the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission in relation to the City and without prior written consent of the CRA by an affirmative vote in relation to the CRA. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Provider hereby certifies to the CRA and the City that no individual member of Provider, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the CRA or the City. Provider hereby represents and warrants to the CRA and; the City that throughout the term of this Agreement, Provider, its employees and its subcontractors will abide by this prohibition of the City Code. Page 11 of 15 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the CRA on behalf of the City (and their respective successors and assigns) shall have any rights whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend, save, and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Provider hereby certifies, represents and warrants to the CRA and the City that on the date of Provider's execution of this Agreement and so long as this -Agreement shall remain in full force and effect, the fee rates and schedules and other factual unit costs supporting the compensation to Provider under this Agreement are and will continue to be accurate, complete, and current. Provider understands, agrees, and acknowledges that the CRA shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the CRA, after consultation with the CRA and the City, determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current fee rates and schedules and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. ENTIRE AGREEMENT: This instrument and its Exhibits 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. [SIGNATURE PAGE ON THE NEXT PAGE] Page 12 of 15 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST/WITNESS: "Provider" ECOSTRATA SERVICES INC. By: By: ` t/'` Print Name: £ f) t q71 ' Robert Ruano, President with authority to bind the provider ATTEST: By. . t1ate: Todd B. annonlerk of the Board Jason WalkertEx�i![tive Director £ 0 2.0 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: 1 1 APPROVED AS TO LEGAL FORM AND APPROVED AS TO INS CORRECTNESS: REQUIREMENTS: Vi oria Mende Ge eral Coun -Marie isk Manag men Director Page 13 of 15 EXHIBIT A- SCOPE 14 1544 Murcia Ave. Coral Gables, FL 33134 riruano@ecostratas.com : 305-962-6142 cell 786-441-9200 ofc February 3, 2020 Anthony Balzebre Assistant Executive Director Omni CRA 1401.N. Miami Ave Miami, FL33136 Dear Anthony, It was a pleasure speaking :with .you recently about the Citizens Bank Building grant from the State of Florida.. I'm happy that the grantapplication we did foryou was successful and excited about the possibility of helping you manage that grant: As you may know, I started Ecostrata Services ten years ago in order to assist cities and nonprofits to access funds by way of grants or relationships with government and private entities.: Prior to that, I -was the Director of Grants and Sustainability for the City of Miami responsible for all city grant applications. In a relatively short time, my company has helped a number of entities raise over $13 million in grants and contracts from a variety of -sources: Federal, State, Foundation and Local funders. Based on our discussion,I believe my company can help with the management of the Special Category Grant you will be receiving:. Coincidentally, a contractor I work with hasmany years ofexperience as a museum curator and has worked on these grants in the past. We are able tohelp you manage this grant with the following that Ecostrata Services will provide: 1.. Become the State's Point of Contact with the grant (in communication with the Omni CRA, of course). Prepare grant contract agreement and execute with the State. Receive .copies of invoices and cancelled checks (from OmniCRA)and provide to the State as necessary. Page 1 of 2 4. Stay in regular communication with Architect and Contractor in order to receive needed documentation that will be compiled for the State. 5. Prepare and submit all quarterly reports to the State. 6. Attend meetings with Omni CRA staff as necessary to review project progress. 7. Provide closeout report to the State on the grant. For the services above, we would charge a flat rate of $11,580 for twelve months. This would be charged at a monthly rate of $965. Please note that our work began with the initial kickoff meeting on January 23rd, 2019 and will continue for the next twelve months. Thank you again. If you have any questions or would like to discuss, please feel ree to call me. Since 7. Robert Ruano President CC: Jason Walker Page 2 pf 2 EXHIBIT B - INSURANCE REQUIREMENTS 15 EXHIBIT 13 INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT ECOSTRATA SERVICES CONTRACT I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami & OMNI CRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement 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 & 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 Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V. Network Security and Privacy Injury (Cyber Liability) If Applicable Each Claim $1,000,000 Policy Aggregate $1,000,000 Retro Date Included Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for at least 1 years after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. 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. 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. AO® C9R v CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 1/23/2020 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 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 CABRERA BENEFITS GROUP INC 90 Almeria Avenue, Suite 203 Coral Gables, FL 33134 CONTACT A. Garcia NAME: PHONE No. Ext: 305-446-6028 (A/CFAX No: 305-444-0557 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A : Lloyd's of London INSURED ECOSTRATA SERVICES INC 1544 Murcia Avenue Coral Gables, FL 33134 INSURER B : 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 ANSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y • PSI0010387233 1/17/2020 1/17/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENED PREMISES (Ea occurrence) $ 250,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC PRODUCTS-COMP/OPAGG $ 1,000,000 $ AAUTOS AUTOMOBILE X LIABILITY '— X SCHEDULED NON -OWNED PSI0010387233 1/17/2020 1/17/2021 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE accident) $ _.(Per $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below y / N NIA PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability PSI0010387233 , 01/17/2020 01/17/2021 Aggregate Limit: $1,000,000 Retroactive Date: January 17, 2020 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The Omni CRA is additionally insured on General Liability policy and Auto Liability on Primary and Non -Contributory basis as required by written contract. CERTIFICATE HOLDER CANCELLATION Omni CRA 1401 North 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 rfunee 99.anela ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACCPRO® v CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 1/23/2020 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 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 CABRERA BENEFITS GROUP INC 90 Almeria Avenue, Suite 203 Coral Gables, FL 33134 CONTACT A. Garcia NAME: (HO No. ExU: 305-446-6028 F'AXX No): 305-444-0557 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Lloyd's of London INSURED ECOSTRATA SERVICES INC 1544 Murcia Avenue Coral Gables, FL 33134 INSURER B : 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 JNSD SUBR wVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y PSI0010387233 1/17/2020 1/17/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE TO PREMISES EaENTEoccu ence) $ 250,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL 8. ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS - COMP/OP AGG $ 1,000,000 $ A AUTOMOBILE X LIABILITY X SCHEDULED NON -OWNED AUTOS PSI0010387233 1/17/2020 1/17/2021 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA UAB EXCESS LIAB — OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability PSI0010387233 01/17/2020 01/17/2021 Aggregate Limit: $1,000,000 Retro Date: Jan 17, 2020 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached if more space is required) The City of Miami is additionally insured on General Liability policy and Auto liability on Primary and Non-contributory basis as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami, FL 33130 1 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 mee Cfalteia, ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD January 24, 2020 Bria Smith Legal Assistant to Isiaa Jones, Esq., OMNI-CRA 1401 N. Miami Avenue, Second floor Miami, FI 33136 Dear Ms. Smith, Ecos SERVICES 1544 Murcia Ave. Coral Gables, FL 33134 riruano@ecostratas.com 305-96246142 cell 786-441-9200 ofc Thank you for your contacting me about the insurance information for the contract. Ecostrata Services is an S corporation with no other employee besides myself, the owner. Therefore, I do not carry Worker's Comp Insurance and believe I should be, exempt from that particular requirement. As for the cyber security insurance, I don't believe it is applicable in this instance. If you need anything further, please do not hesitate to contact me. Sine Robert Ru no President