HomeMy WebLinkAbout23855AGREEMENT INFORMATION
AGREEMENT NUMBER
23855
NAME/TYPE OF AGREEMENT
OMNI CRA & ECOSTRATA SERVICES, INC.
DESCRIPTION
PROFESSIONAL SERVICE AGREEMENT/SHORING OF THE
FA9ADE AND BUILDING STABILIZATION/MATTER ID:22-566
EFFECTIVE DATE
April 12, 2022
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
4/12/2022
DATE RECEIVED FROM ISSUING
DEPT.
4/12/2022
NOTE
2 3S
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN
OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY
AND
ECOSTRATA SERVICES, INC.
ith
This Professional Services Agreement ("Agreement") is entered into this i2 day of
Arnt , 2022 ("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 and 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 six (6) months commencing on
February 15, 2022, and ending on September 15, 2022, 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, ("Sex -vices"). 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 and 00/100 dollars ($965.00) per month for six (6) months; provided,
however, that in no event shall the total amount of compensation for the Term of this
Agreement exceed Five Thousand Seven Hundred Ninety and 00/100 Dollars ($5,790.00).
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
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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 as speed 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 not to exceed amount of Five Thousand Seven Hundred Ninety and
00/100 Dollars (S5.790.00).
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 or City,
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 final 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
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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 THE 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
PUBLICRECORDS@MIAMIGOV.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 agrcc to comply with and observe all applicable laws, codes
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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'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 Iocal 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 attomey'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
lndenmitees, 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 lndemnitees, 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,
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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. 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 Five Thousand. Seven
Hundred Ninety Dollars (S5.790.00), 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
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
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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 thc 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 noticc to the CRA and to the City.
Completed Certificates of Insurance shall be filed with the CRA and thc 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. Provider
shall not perform any of thc services contained in this agreement until such time as the City's Risk
Management Administrator has approved the insurance required herein. A copy of the insurance
and all renewals shall be provided to the City's Risk Management Department, with a copy to the
CRA, on a timely basis, or Provider shall be considered to be in default of this Agreement as
provided in subsection D below.
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
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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 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 ofProvider'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. 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
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
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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.
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 (56) 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 THE CRA:
Omni Redevelopment District
Community Redevelopment Agency
1401 North Mianii Avenue
Miami, Florida
Attn: Executive Director
With copies to:
Victoria M6ndez
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 attomey'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.
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B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
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
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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 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 2-61 ], 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
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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 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 rcmain
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.
30. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this
Agreement shall have the same effect as original signatures.
[SIGNATURE PAGE ON THE NEXT PAGE]
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r—
IN WITNESS WHEREOF, the parties hereto have caused this instrwncnt to be executed by their
respective officials thereunto duly authonzed, this the day and year above written
"Provider"
ATTEST/WITNESS: ECO'TRATA SERVICES INC.
By. By. VP".
Print Name: Rohirt Ruano, President with authority to bind the
Provider
ATTEST:
Todd B.
Date:
ark of the Board
a�a2-
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
H Bert Gonzalez Exocutive Dire for
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Victoria Mendez
General Counsel EMH
ID #22-566
G o ni eZ Digitally siyned
by Gomez, Frank
Date: 2022.03.31
Frank 10:43:34 -04'00'
Ann -Marie Sharpe
Risk Management Dinxlor
EXHIBIT A- SCOPE
14
ECOSTMTA
SERVICES
1544 Murcia Avenue
Coral Gables, FL 33134
riruano Pecostratas.com
305-962-6142 cell
786-441-9200 ofc
February 15, 2022
Jason Walker
Executive Director
Omni CRA
1401 N.. Miami Ave
Miami, FL 33136
Dear Mr. Walker,
Thank you for your and Mr. Balzebre's time recently to discuss my company's work as it relates to the
management of the $500,000 historic preservation grant from the Florida Department of State.
I am happy to learn that the project is moving expeditiously and that the phase associated with this grant —
shoring of the facade and building stabilization — should be completed by June of this year. Donna Shelley, who
works directly on this project is impressed with your architect and pleased with our ability to modify and extend
the contract on your behalf.
In order to maintain continuity and close out this grant without any issues, I propose a new contract from
February 14, 2022 to September 14, 2022 at a rate of nine hundred and sixty-five dollars ($965.00) per month
for seven months, totaling $6,755. In this way, we can complete the grant agreement deliverables, inclusive of
the final report and reimbursement request to the State of Florida.
If you are agreeable to these terms, please let me know and I can send over an_agreement — or use yours, if you
prefer.
Thank you and have a great day.
Robert Ruano
President
Cc: Anthony Balzebre
EXHIBIT B - INSURANCE REQUIREMENTS
15
EXHIBIT B
INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES
AGREEMENT
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
16
111. 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)
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.
17
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.
18
A D® CERTIFICATE OF LIABILITY INSURANCE
DATE`MMIDD"'""
3/24/2022
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 endorsoment(s).
PRODUCER
CABRERA BENEFITS GROUP INC
90 Almeria Avenue, Suite 203
Coral Gables, FL 33134
CONTACT A. Garcia
NAME.
PHONE 305-446.6028 1 FAX 305-444 0557
E-MAIL ADDRESS: -
INSURER(S) AFFORDING COVERAGE
NAtCX
INSURER A: Lloyd's of London
INSURED
ECOSTRATA SERVICES INC
1544 Murcia Avenue
Coral Gables, FL 33134
INSURER B :
INSURER C:
INSURERD: -
INSURERS:
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
DNSD
SUBR
wvo
POLICY NUMBER
POLICY EFF.
IMMIDDIVYYY)
POLICY EXP
(MMIDD/YYYYI
LIMITS
A
X
COMMERCIAL GENERALUABILJTY
Y
Y
PSK0238075353
1/17/2022
1/17/2023
EACH OCCURRENCE
$ 1,000,000
CLAIMS -MADE X OCCUR
PREM SES �Er once)
$ 250,000
MED EXP (Any one person)
$ 5,000
PERSONAL &ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
g 2,000,000 _
GEN'L
AGGREGATE UMIT APPLIES PER
PRODUCTS •COMP/OPAGG
$ 1,000,000
$
A
AUTOMOBILE
X
LIABILITY
SCHEDULED
AUTOS
1 NON -OWNED
AUTOS
PSK0238075353
1/17/2022
1/17/2023
COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
BODILY INJURY (Per person)
$
BODILY INJURY (Per occident)
$
DAMAGE
PROPERTYaccident)
(Per accdent)
s
$
UMBRELLA UAB
EXCESS LIAB
O
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
$
AGGREGATE
$
i
DED I I RETENTION $
$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y/N
ANYPROPRIETOR/PARTNER/EXECUTIVE ❑
OFFI CER/MEMBER EXCLUDE07
(Mandatory in NH)
gatyea, dcscn'be under
DESCRIPTION OF OPERATIONS below
N / A
PER OTH-
STATUTE I ER
E.L. EACH ACCIDENT
$
E.L. DISEASE -FA EMPLOYEE
$
E.L. DISEASE -POLICY LIMIT
$
A
Professional Liability
PSK0238075353
01/17/2022
01/17/2023
Aggregate Limit: $1,000,000
Retroactive Date: January 17, 2020
DESCRIPTION OF OPERATIONS J LOCATIONS / VEHICLES (ACORD 1a1. Additional Remarks Schedule, may be attached Nmore 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
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POUCY PROVISIONS.
AUTHO RIZED REPRESENTATIVE
ACORD 25 (2014/01)
1988.2014 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
A� E) CERTIFICATE OF LIABILITY INSURANCE
DATE(MMIDDIYYIIY)
3/23/2022
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 Iiou of such endorsement(s).
PRODUCER
CABRERA BENEFITS GROUP INC I
CONTACT A. Garcia
AME:
PHONE Ex11 305-446-6028 Ira Nej; 305 444-0557
JAL90
Almeria Avenue, Suite 203
Coral Gables, FL 33134
E-MAIL
ADDRESS:
INSURER IS) AFFORDING COVERAGE
- NAIC0
INSURER A: Lloyd's of London -
INSURED
ECOSTRATA SERVICES INC
1544 Murcia Avenue
Coral Gables, FL 33134
INSURERS: - - -- -
INSURERC:
-
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.
I
LTR
TYPE OF INSURANCE
I INSU
SUBRW
POLICY NUMBER
tMMOIVOD YY�-1
EXP
IMMMILDDTYYYYYI, UMITS
A
X
COMMERCIAL GENERAL LIABILITY
CLAIMS
CLAIMS -MADE X OCCUR
Y
Y
PSK0238075353
1/17/2022
EACH OCCURRENCE
s 1,000,000
D GETOIii=flTED
PREMISES {Ea occurtenca)
$ 250,000
MED EXP (Any one person)
S 5,000
1/17/2023
PERSONAL SADVINJURY
s 1,000,000
GENERAL AGGREGATE
s 2,000,000 -
GEN'L
_
AGGREGATE LIMIT APPLIES PER;
POLICY ❑ JECT LOC
OTHER:
PRODUCTS - COMP/OP AGG
$ 1,000,000
S
A
AUTOMOBILE
X
LIABILITY
ANY AUTO
ALL OWNED
AUTOS
HIRED AUTOS
X
SCHEDULED
AUTOS
NON -OWNED
AUTOS
PSK0238075353
1/17/2022
COMBINED SINGLE LIMIT
(Ea accident) -
$ 1,000,000 - —
BODILY INJURY (Per person)
$
1/17/2023
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
(Pet accident)
$
$
1
UMBRELLA LIAR
EXCESS UAB
1
O
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
I S
AGGREGATE
$
5
DED I I RETENTIONS
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANYPROPR(ETOR/PARTNERIEXECUTIVE ❑
OFFICERIMEMBEREXCLUDED?
(Mandatory lnNH)
If yes. descxlbe under
DESCRIPTION OF OPERATIONS below
N/A
I STATUTE ER
E.L. EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYEE
5
E.L. DISEASE - POLICY LIMIT
$
A
Professional Liability
PSK0238075353
01/17/2022
01/17/2023
Aggregate Limit: $1,000,000
Retroactive Date: January 17, 2020
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may bo 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 DEIJVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
r1isuee 9244-4
ACORD 25 (2014/01)
01988.2014 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
March 29, 2022
Jesly De Los Santos
Legal Assistant
Omni Community Redevelopment Agency
1401 N. Miami Avenue, 2nd Floor
Dear Ms. De Los Santos,
ECOSTRgA
SERVICES
1544 Murcia Ave.
Coral Gables, FL 33134
riruano@ecostratas.com
305-962-6142 cell
786-441-9200 ofc
Thank you for contacting me about the insurance information for the contract.
Ecostrata Services, Inc. is an `S' corporation with no other employees besides myself, the
owner. Therefore, I do not carry Worker's Compensation Insurance and believe I should be
exempt from that particular requirement.
If you need anything further, please do not hesitate to contact me.
Sin
Robert Ruano
President