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HomeMy WebLinkAbout23379AGREEMENT INFORMATION AGREEMENT NUMBER 23379 NAME/TYPE OF AGREEMENT OMNI CRA & SCHWEBKE-SHISKIN & ASSOCIATES, INC. DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/SURVEYING SERVICES WYNWOOD WORX 2035-2043 NORTH MIAMI AVENUE/MATTER ID: 21-149 EFFECTIVE DATE May 27, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/27/2021 DATE RECEIVED FROM ISSUING DEPT. 6/1/2021 NOTE PROFESSIONAL SERVICES AGREEMENT 1 ` h This Professional Services Agreement ("Agreement") is entered into this rl day of . , 2021 ("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"), and Schwebke-Shiskin and Associates Inc. a Florida Profit Corporation ("Provider") located at 3240 Corporate Way, Miramar, Florida 33025. RECITALS: A. WHEREAS, the CRA seeks to conduct planning ("Services") and Provider possesses all necessary qualifications and expertise to perform the Services; and B. WHEREAS, Provider has submitted a proposal, attached hereto as Exhibit "A", setting forth its deliverables to the CRA; in any disputes between the terms of this Agreement and Exhibit "A", the terms of this Agreement shall control. 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. 1 3. SCOPE OF SERVICES: 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. 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., Or in the performance of any obligations to the CRA and/or to the City, (m) 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 m 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 perfomi 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 coinpensatiOn payable by the CRA toProvider shall be based on the rates and schedules and budgeted amounts described in Exhibit "A" hereto, which 2 by this reference is incorporated into this Agreement; provided, however, that in no event shall the total amount of compensation exceed TwentV Five Thousand Dollars and No Cents (S25,000.00) per Vear for this contract Term. 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. The Provider is not entitled to reimbursement of travel or any other expenses in addition to the rate of compensation as provided for in Section 4.A. above. C. Additional services and expenses may be included consistent with Exhibit A and are included in this compensation and shall only be provided upon a written agreement entered into by the CRA and Provider. 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 Twenty -Five Thousand Dollars and No Cents ($25,000.00) 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 3 subcontractors for any Of the Services related to this Agreement Shall be bOme solely by Provider. E. Neither Provider nor any of its employees nor its subcontractors Shall perforin 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 mExhibit A for 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 agree's that any information, document, report or any other material whatsoever which is given by the CRAor 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 tunes remain the property of the CRA or the City, es 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 City, as applicable, shall Maintain and retain ownership ofany and all documents Which result Open the completion Of the Services under this Agreement ' 1 6. AUDIT AND INSPECTION RIGHTS The CRA and/Or the City may, at -reasonable times, and for a period of up to three (3) years following the date of final payment by the CRA to Provider under this Agreement and any eXtensiensliereef, audit, inspect, or cause to be audited, or cause to be audited and inspected, these books, documents, papers, and records of Provider which are related to Provider's performance under this Agreement for the purpose of audit, 4 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 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 cm. 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 appliCrable. 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 tithe. 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 I A9, 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 5 provisions of this section shall result in the immediate cancellation of this Agreement by the CRA. TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSOMIAMIGOV.COM, OR REGULAR MAIL AT OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, 1401 NORTH MIAMI AVENUE, 2ND FLOOR, MIAMI, FLORIDA 33130. 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 and ordinances as they may be amended from time to time, including, but not limited to, the provisions of Section 119.0707, Florida Statutes. Provider further agrees to include in all of Provider's agreements 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 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 attomey's fees) or liabilities (collectively referred to as "Liabilities') by reason of any injury to or death of any person or damage to 6 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, Onlission, default or negligence (whether active or passive) of the Indernnitees, or any of them or (ii) the failure of the pan/der 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 CRA, federal or State; in connection with the performance ofthis Agreement Provider expressly agrees to indemnify and hold harmless the Indernnitees, 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. Provider further agrees to indemnify, defend and hold harmless the Indentnitees from and against (i) any and all Pabilitias imposed on account of the violation of any law, ordirtanee, 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 hamiless, defend, 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 7 Provider, its employees, agents, or subcontractors Provider's obligations to indemnify, defend 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 temination of this AgreeMent. 11. DEFAULT: If Provider fails to comply with any tens 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 inunediately, 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 inmiediately 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 terniination. 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 City shall be submitted to the Chair of the Board of CRA for bis/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds 8 Twenty Five Thousand Dollars and No Cents ($25,000.00), the Chair's deCision Shill be approved or disapproved by the CRA. Provider shall not be entitled to seek judicial relief unless: (i) it has first received Chair's written decision, approved by the CRA if the amount of compensation hereunder exceeds Twenty Five Thousand Dollars and No Cents ($25,000,00); or (n) 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 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 &Mines.- B. The CRA shall have the right to terminate this Agreement, without notice RI 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 City all amounts received while Provider was in default under this Agreement The CRA shall pay to Provider compensation for services tendered prier 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 tithes during the term hereto& 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 "p" heretto. 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 polieies. Provider shall correct any insurance certificates as requested by the City's Risk Management Adininistrator. 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. IL 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 10 v"- from the amounts or kind(s) previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect Should 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 temiinated 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 thrther 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 ofthis 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 often (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: 11 (i) the CRA on behalf of the City shall suspend this Agreement until suelr 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 re4rociirethent damages firm Provider in conjunction with the Violation of the terms and conditions ofthis Agreement. Compliance with the foregoing requirements shall not relieve Provider of its liabilities and obligations under this Agreement 15. NONDISCRIMINATION: 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 discriniination 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 be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement 10. ASSIGNMENT: The Provider shall not assign this Agreement, nor any portions any part of his/her operations or ownership, without written permission granted by the CRA through the Executive Director. 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 eddies§ as a party may designate by notice given as herein provided. 12 Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the (late of actual receipt, whichever is earlier. TO PROVID• ER: Mark Johnson President Schwebkhe-Shiskin and Associates Inc 3240 Corporate Way Miramar, Florida 33025 TO THE CRA: Omni Redevelopment District Community Redevelopment Agency • 1401 North Miami Avenue Miami, Florida Attn: Jason Walker Executive Director With copies to: Office of the City Attorney City of Miami 444 S.W. rd 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. 13 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 State of Florida or the City ofMiami, 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_CONTRACI'OR: 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 generallyafforded classified or unclassified employees. 14 Provider firrdrei 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 ofprovider 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 forprogram activities and is subject to amendment or terminafion due to lack of funds, reduction of funds and/Or change in regulations, upon thirty (3c)) days notice: 22: FORCE MAJEUItE. A "Force Majeure Event" shall mean an act of God, act of governmental body or military, fire, explosion, Power failure, flood, storin, 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 15 delay that has resulted. 23. CRA AND CITY NOT LIABLE FOR DELAYS: Provider hereby understands arid 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(i) in work hereinprovided 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 Executive Director. 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. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and 16 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 toindemnity and obligations to defendand 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 amountof the compensation and any additions thereto to exclude any significant suns 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 adjustnients 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. Counterparts. and Electronic. Signatures: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement, which signature shall be binding on the party whose name is contained therein. Any party 17 providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 29. ENTIRE AGREEMENT: This instillment 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 TO FOLLOW*** 18 ATTEST/WITNESS: 1,.yncte, M . Pees r ATTEST: 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. "Provider" Schwebke-Shiskin and Associates Inc. : By: Mark Steven Johnson, Principal Principal for Firm with authority to bind the provider 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") B• By: Todd B. Hannon, lerk of the Board Jason Wa er, Executive Director APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: Victoria M6ndez General Counsel Matter ID: 21-149 DJG REQUIREMENTS: Alta -Marie Sharpe Risk Management Director 19 EXHIBIT A 20 ASCHWEBKE SHISKIN +ASSOCIATES November 25, 2020 Mr. Anthony Balzebre Assistant Director - Omni CRA 1401 N. Miami Ave, 2nd Floor Miami, FL 33136 Re: Wynwood Worx 2035-2043 North Miami Avenue 01-3125-000-0100, 0I 3125-000-0130, 01-3125-016-0400 Dear Mr. Balzebre: Thank you for the opportunity to be considered for the surveying for this project. We have reviewed the site area, with consideration of the scope of services and have provided cost breakdowns, as detailed below. Part of the City's process in evaluating the project infrastructure involves the detailed analysis of existing improvements in the public domain (rights -of -way). To facilitate that, the City requires survey information (with 25 foot interval full cross -sections and inverts) as a minimal requirement in the submittal, for "curb and gutter" streets. It is important to note that there are active projects in this area and it is possible that there may be some overlapping responsibilities for improvements/repairs in the public right-of-way. That will get coordinated with City staff in the design phase, for the off -site subdivision improvements, following Tentative Plat approval. The general required scope of the Tentative Plat includes the survey includes the full. rights -of - way of the fronting street (North Miami Avenue), as noted above, inverts, material type and pipe sizes of underground gravity utility infrastructure (sewer and stormwater), boundary determination and monumentation, locations of all improvements on site, location, size (caliper, height and canopy) of all regulated trees and cad deliverable files for their design use. It is important to note that he City also requires a separate tree report by an Arborist certified in the City of Miami. The survey must then be reconciled to the separate arborist report. We can refer you to an arborist for the outside work, in the event you do not have one already. The following services contemplate these aspects. 40 COI ATE WAY - MIRAMAR, FLORIDA 33025 // PHONE (954) 435-7010 • Prepare ALTA Boundary/Design Survey — No Additional Fee (Completed under Prior Contract) — Prepare survey to include, design survey of the parcel interior to include locations of all buildings, hardscape, striping, visible utilities and tree survey. The interior survey will include detailed site elevations. The survey will also include all locations and 25 foot interval elevation cross -sections of the rights -of -way as noted above. Review of all title matters contained in O&E Report • Prepare Tentative Plat Drawing — $3,600 -- Prepare Tentative Plat from Design Survey. Survey Section Tie to lands to be subdivided, as additionally required. • Process Tentative Plat $3,400 — This fee includes all of our professional representation at meetings, hearings and calls related to the processing of the Tentative Plat applications to the City of Miami and Miami -Dade County. • Arborist Report (by others) — The City will require a Tree Disposition Report to be prepared by a certified Arborist. The tree information provided on our survey are determined by us, as "surveyors". We do not employ, or provide, arborist services. Your arborist, if required, will be provided with a copy of our tree survey and tree matrix for their review and comment. Any requested reconciliation of our tree matrix to their later determination is provided as a courtesy and is not subject to any additional fees. Should that be required, we simply ask for two or three days of turnaround time to address the request. • Final Plat - $8,800 — Preparation of Final Plat, certified corner report, state plane coordinate report and representation through the City of Miami and Miami -Dade County processes. This fee includes all professional representation at meetings and calls related to the applications • Process Final Plat $4,200 — This fee includes all of our professional representation at meetings, pursuit of utility letters, hearings and calls related to the processing of the Final Plat and Final Plat Punchlist to the City of Miami and Miami -Dade County. • PRM Installation - $1,200 - Installation of PRM's (4 anticipated at $250 each) (required prior to submittal of final Plat) and PCP's (2 anticipated at $100 each) at time of final Plat submittal. — note that some of the Plat corners on the east site should be recently monumented as PRMs by the current RePlat process. Any recovered monuments will NOT need to be re-monumented and will result in a reduction of the PRM cost/fee. These fees do not include application or recording fees and they are not contingent on the approval of the applications. The fees are essentially "all-inclusive" of the survey related professional costs. It is important to understand that the platting process, although a survey process by definition, is viewed as a development process by both the City and County and involves/requires the cooperative efforts of the surveyor, attorney, engineer and owners. Each individual and cooperative effort is essential and necessary to the success and timing on the project. Also, the County and/or City may take the opportunity to require infrastructure improvements, particularly SCHWEBKE SHISKIN t ASSOCIATES if the site has other capital improvements contemplated. We will make every effort to keep you constructively aware of this throughout the process. The City has "Street and Plat Committee" once a month (first Thursday of the month, with the submittal cut-off fifteen calendar days before that). As I imagine you are aware, the applications will also need to be signed by the CRA, as applicant. I would like to thank you for giving us the opportunity to offer you this proposal. If this proposal is acceptable to you, please execute the original and return it to our office at your convenience. Additional work, outside of scope, if required, can be performed at the following standard rates subject to your additional authorization. SCHEDULE OF RATES (additional services): Survey Crew $150/hr Professional Land Surveyor $160/hr Surveyor/Survey Technician Crew $100/hr Cad Technician $95/hr Principal $190/hr General materials necessary for ordinary boundary and control work are included in our rates and are not subject to reimbursement. Staking or monument construction requiring substantial materials will be billed at the prevailing reimbursement rate (and is subject to sales tax). CLOSURE: Lump Sum Fee - Lump Sum Fees are fixed for a period of three months from the date of this proposal. If the work has not been initiated on any lump sum item within the three month period, Consultant reserves the right to terminate or renegotiate this agreement as it relates to said item. All Lump Sum fees are based upon services being performed during regular business hours. Any services requested by the client to be performed outside of regular business hours will carry a surcharge of 0.50 times the hourly rate of the employee(s) performing said service. Invoicing and Payment - Work will be invoiced monthly based upon a proration of work completed to date, with payment expected upon receipt of the invoice by the client. If payment is not received within 30 days of the invoice date, a late charge may be added to the invoice in an amount not to exceed 1% per month on the outstanding balance. If payment is not received within 45 days of the invoice date, Schwebke-Shiskin & Associates, Inc., may suspend or terminate this agreement until payments have been made in full. If Schwebke-Shiskin & Associates, Inc., commences legal proceedings to collect any monies due under this agreement, then the Client agrees to pay any costs or attorneys fees incurred by Schwebke-Shiskin & Associates, Inc., in connection with such legal proceedings, including such as are incurred in any appellate proceedings. SCHWEBKc SHISKIN+ ASSOCIATES Reproduction and Outside Service Fees - Unless otherwise specified, the above service fees do not include the cost of extraordinary printing, postage, copies, long distance phone calls, facsimiles or reproductions, nor do they include the cost for outside services by others. These fees are separate charges and will be invoiced to you as direct charges, plus a 10% carrying charge for outside services. Deliveries & Special Handling - Federal Express handling and special orders will be invoiced to the Client as direct charges, plus a 10% carrying charge. Hand deliveries requested by the Client and performed by Schwebke-Shiskin & Associates, Inc., will be invoiced at a rate of $25 per hour. Limitation of Consultant's Liability - Consultant shall procure and maintain insurance policies with such coverages and in such amounts and for such period of time, as it deems appropriate, or as required by and set forth in this agreement. Owner hereby agrees that to the fullest extent permitted by law consultant's total liability to owner for any and all injuries, claims, losses expenses or damages whatsoever arising out of or in any way related to the project or this agreement from any cause or causes including but not limited to consultant's negligence, errors, omissions, strict liability, breach of contract or breach of warranty (hereafter "Owner's Claims") shall not exceed the total sum paid on behalf of or to consultant by consultant's insurers in settlement or satisfaction of owner's claims under the terms and conditions of consultant's insurance policies applicable thereto (excluding fees, costs and expenses of investigation, claims adjustment, defense and appeal). If no such insurance coverage is provided with respect to owner's claims, then consultant's total liability to owner for any and all such uninsured owner's claims shall not exceed the total compensation received by consultant under this agreement. Project Termination - Should at any time during the project the Client find it necessary to discontinue the services described above, or if the parties mutually decide to terminate this agreement, the Client will compensate Schwebke-Shiskin & Associates, Inc., on an hourly basis for the percentage of work completed plus reimbursable expenses. Accepted By: (Signature) (Print Name) Respectfully submitted, thenSIusl{t1n & ofdiodates, fine Mark Steven Johnson, P.L.S. Principal (Title) (Date) SCHWEBKE SHISKIN+ ASSOCIATES EXHIBIT INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT SCHWEBKE-SHISKIN AND ASSOCIATES, INC. 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 listed as additional insured OMNI CRA listed as an 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 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 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 a minimum of 1 year 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. ACORD CERTIFICATE OF LIABILITY INSURANCE - DATE (mwoi crw) 05/11/2021 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 1 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATORPRODUCEANDTHECERTIPCATEHOEP. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. - If SUBROGATION IS WAIVED, subject to the temis and conditions of the po Icy, 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 Insurance Partners PO Box 2789 Orlando FL 32802 CONTACT! Annette Kowalski �NAdE-- - P�gqRiIGGONEo Exrl': (800) 229.5266 - - tax 866 620-2007 —) INC,(MCNot: E biA L ADDRESS: akowalski�inspartners.com - INSURER(S)AFFORDINGCOVERAGE NAICE INSURER A: Hartford Company (The) - I 30104 INSURED Schwebke-Shiskin & Associates, Inc. 3240 Corporate Way Miramar FL 33025-3910 _INsuRERe : Sentinel Insurance Company Limited 11000 INSURER C: National Union Fire Insurance Co. of Pittsburgh, PA 19445 -INSURER D : Technology Insurance Company 42376 INSURER E: - Everest Indemnity Insurance Company 10851 INSURER F: COVERAGES • _ --- ---------- - - - - - ■,S..w.vn MIMI:MR. -THIS 1S TO CERTIFY THAT THE POLICIES OF INSURANCE USTED 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAIDCLAIMS. iNSR LTR TYPE OF INSURANCE - 9UUL INSD ihil!' WVD POLICY NUMBER _ POLICY:EFF - (MMIDDM!YY)- ', POUCY,ERP::' (MMIDDJYYYY) UNITS X COMMERCIAL GENERAL UABIUiY - EACH 2,000,000 CLAIMS -MADE %C OCCUR OCCURRENCE t)AMAGETORENTED S 1-o00,000 PREMISES'(Eaeccurrence)' - MED DIP $ 10,000 A Y 45SBMAG5ORA 08/02/2020 • 06/02/2021 (Any one persa) PERSONAL&ADV INJURY 'E ;$ 2,000,000 .GEN'LAGGREGATE UNIT APPLIES PER: , ' GENERAL AGGREGATE $ 4,000,000 POLICY M JET LOC PRODUCTS -COMP/OPAGG . $ 4,000,000 OTHER - - - , $ -AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT -- Ma accident) $ 1,000,000 _ B X ANY AUTO OWNED — SCHEDULED BODILY INJURY (Per person) $ - - AUTOS ONLY HIRED • , AUTOS NON Y 45UECBH8028 04/01/2021 04/01/2022 BODILY INJURY (Per accident) - $ AUTOS ONLY _ -OWNED AUTOS ONLY PROPERTY DAMAGE 1PeraWdenq $ C UMBRELLA UAB X ^ OCCUR EACH OCCURRENCE $ 5,000,000 _ X EXCESS B UA CAMS -MADE EBU045415272 follow form 06/02/2020 06/02/2021 AGGREGATE 5,000,000 $ DED RETENTION $ ,, - $ WORKERS COMPENSATION ANDEMPLOYERS' UABIUTY YIN v-' TH- /,(STATUTE 1FOR D 1 ANYPROPRIETOR/P/RTNERIEXECU17VE OFFICERAWEJdBER EXCLUDED? N NIA TWC3885805 07/01/2020 07/01/2021 E.LEACHACCIDENT $ 1,000,000 (Mandatory in NH) If yes, describe under E.L DISEASE- EA EMPLOYEE $ 1,000,oao D DESCRIPTION OF OPERATIONS below _ E,L DISEASE- POLICY OMIT $ 1,000,OOD E Professional Liability PL5E000251-201 06/09/2020 06/09/2021 Each Claim/Aggregate - Retro Date: 6/24/1950 ' 2,000,000 DESCRIPTION OF OPERATIONS? LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is requlred► - OMNI-CRA and City of Miami are included as additional insured where required by written contract or agreement for General Liability and Commercial Auto Liability (SL0000 1018, HA9916 0312) on a primary & non-contributory basis (SL0000 1018, HA9916 0312) where required by written contract or agreement Policy cancellation condition attached; worker's compensation is subject to Florida Statutes. nrn..r1wawm rea...... CANCELLATION OMNI-CRA 1401 N. Miami Ave, 2nd Fir Miami L 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 26 (2016/03) ©1988-2015 ACORD CORPORATION. All tights resirved. The ACORD name and logo are registered marks of ACORD ......--, ® ACCORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 05/11r2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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 po icy, 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 Insurance Partners PO Box 2789 Orlando FL 3280.2 CONTACT NAME: Annette Kowalski _ '" PHONE Eat): 229-5268 . No): (866) 620-2007 ""AIL akowalski©inspartners.com ADDRESS: INSURERS) AFFORDING COVERAGE - NAIC a INSURER : Hartford Company (The) - 30104 INSURED - Schwebke-Shiskin & Associates, Inc. 3240 Corporate Way Miramar FL 33025-3910 INSURERS: Sentinel Insurance Company Limited _ 11000 INSURER c : National Union Fire Insurance Co. of Pittsburgh, PA _ 19445 INSURER D : Technology Insurance Company 42376 -INSURERS: Everest Indemnity Insurance Company 10851 NSURE FF: INSURER- - - 4/2021-6/2021 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. NOTIMTHSTANDINGANY 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 FOLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IL LIR - TYPE ADDLSUHA INSD VIM)POJCYNUMBER DmPY (MMI/YY1) EXP tMMY) LIMBS A X COMMERCIAL GENERALLUABILITY Y - 45SBMAG5ORA - - - 06/02/2020 - - 06/02/2021 EACH OCCURRENCE $ 2,000,000 PREMISES"((OE Eocw�rrencol - S 1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) 00 $ 10,0- PERSONAL BAOVINJURY $ 2,000,000 GENERALAGGREGATE S 4,000,000 GENLAGGREGATE IPOLICY LIMIT APPLIES PER: j � LOC OTHER: PRODUCTS -COMP/OPAGG $ 4,000,000 $ - B ''AUTOMOBILE ,X — _ _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY — _ -- - SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 45UECBH8028 04/01/2021 - 04/01/2022 COMBINEDaccident)SINGLE LIMIT Me $ 1,000,000 BODILY INJURY (Per person) $ -_ BODILY INJURY (Per accident) - $ PROPERTY DAMAGE (Per accident! S - C X UMBRELLA LIAR EXCESS LIAR X .__ OCCUR CLAIMS -MADE EBU045415272 follow form 06/02/2020 08/02/2021 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED RETENTION $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER(D(ECUT1VE OFFICER/MEMBER OCCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below YNN NIA TVVC3885605 - 07/01l2020 07/01/2021 PNI PER ATUTE ER - - E.L EACH ACCIDENT $ 1,000,000_ EL DISEASE - EA EMPLOYEE 1,OD0,000 S_ _ EL DISEASE - POLICY LIMIT ' 1,000,000 S E Professional Liability P15E000251-201 06/09/2020 06/09/2021 Each Claim/Aggregate Retro Date: 6/24/1950 2,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If mom space Is required) OMNI-CRA and City of Miami are included as additional insured where required by written contract or agreement for General Liability and Commercial Auto Liability (SL0000 1018, HA9916 0312) on a primary & non-contributory basis (SL0000 1018, HA9916 0312) where required by written contract or agreement. Policy cancellation condition attached; worker's compensation is subject to Florida Statutes. City of Miami 444 SW 2nd Avenue Miami I FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. - AUTHORIZED REPRESENTATIVE l.•r,. - - .40., ACORD 25 (2018103) ©1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD