Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
25123
AGREEMENT INFORMATION AGREEMENT NUMBER 25123 NAME/TYPE OF AGREEMENT 0 WORLDWIDE LLC DESCRIPTION AMENDMENT NO. 1 TO EXPERT CONSULTANT AGREEMENT/SOCIAL MEDIA STRATEGY, MANAGEMENT & ADS FOR THE CITY/MATTER ID: 24-1247 EFFECTIVE DATE August 8, 2024 ATTESTED BY NICOLE EWAN ATTESTED DATE 8/8/2024 DATE RECEIVED FROM ISSUING DEPT. 8/8/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla NAME OF OTHER CONTRACTUAL PARTY/ENTITY: 0 WORLDWIDE LLC EXT. 1906 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): Amendment No. 1 to Expert Consultant Agreement with 0 Worldwide LLC COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR/CHIEF PROCUREMENT OFFICER July 23, 2024 Annie Perez, CPPO I 12:23:54 ERTm., � "",` SIGNATURE: ""„ RISK MANAGEMENT July 23, 2024 Ann -Marie Sharpe I 12:45:34 EDIsg„ SIGNATURE:[r c,de CITY ATTORNEY matter 24-1247 July 29, 2024 �G r99,,g K pong III SIMIA I Wo = s GtorqUotisawd III ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER August 6, 2024 Larry Spring, CPA -- I 10: 20: 52 EDT SIGNATURE:[ 9Sr„4 ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: DEPUTY CITY MANAGER Natasha Colebrook -Williams SIGNATURE: CITY MANAGER August 8, 2024 Arthur Noriega V 1 15:53:54 EDT SIGNATURE: armorn rO., [a,o--zo— CITY CLERK August 8, 2024 I TgY5IP13_9oEDT SIGNATURE: [s,9.deV PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Yadissa Calderon Contact Person Assistant Director Title 7/23/2024 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: Matter No. 24-1247: Amendment No. 1 to Expert Consultant Agreement with 0 Worldwide LLC Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: Issue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 AMENDMENT NO. 1 TO THE EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI AND 0 WORLDWIDE LLC This Amendment No. 1 to the Expert Consultant Agreement, dated November 8, 2022 (the "Agreement"), between the City of Miami, a municipal corporation of the State of Florida ("City"), and 0 Worldwide LLC, a Florida limited liability company ("Expert Consultant" or "Worldwide"), is entered into this 8th day of August 2024. RECITALS WHEREAS, pursuant to the Agreement, the City Manager authorized Expert Consultant to provide Social Media Strategy, Social Media Management and Social Media Ads, for the City; and WHEREAS, the City retained the professional services of the Expert Consultant to provide the City's Venture Miami with the Agreement Scope of Services defined in the Exhibit "A", attached and incorporated to the same ("Services"); and WHEREAS, the City, through the City Manager's Office, has deemed the Expert Consultant qualified in accordance with Sections 18-72,18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agreed to perform the Services as defined and described therein the Agreement. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: 1) In accordance with Section 4 of the Agreement, the Parties agree to extend the term from June 8, 2024 through June 7, 2025. The City, acting by and through the City Manager, shall have the option to extend or terminate the Agreement for convenience. 2) E-Verify Employment Verification. Expert Consultant shall E-Verify the employment status of all employees and subconsultants to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by Expert Consultant of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If Expert Consultant knowingly employs unauthorized aliens, such violation shall be cause for termination of the Agreement. Furthermore, Expert Consultant agrees to utilize the U.S. Agency of Homeland Security's E-Verify System, https://e- verify.uscis.gov/emp, to verify the employment eligibility of all employees during the term of the Agreement. Expert Consultant shall also include a requirement in subconsultant agreements that the subconsultant shall also utilize the E-Verify System to verify the employment eligibility of all employees of the subconsultant during the term of this Agreement. 3) Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Amendment shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. Page 1 of 2 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this day and year above written. "Expert Consultant" or "Worldwide" O WORLDWIDE LLC, a Florida limited liability company ATTEST: Print Name: ALEJANDRA SALAZAR Print Name: ALEJANDRA SALAZAR Title: CEO Title: CEO ATTEST: B Todd B. Hannon City Clerk Signed by: "City" CITY OF MIAMI, a Florida municipal corporation By: C Nan4a Arthur Noriega V City Manager APPROVED AS TO FORM APPROVED AS TO INSURANCE AND CORRECTNESS: By: CG`°rta,,iS°� ui DS George K. Wysong III (Matter 24-1247) City Attorney REQUIREMENTS: [r�,9nc By: 6 Ann -Marie Sharpe Risk Management Director Page 2 of 2 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND 0 WORLDWIDE LLC THIS AGREEMENT ("Agreement") is made and entered into this 8th day of November 2022, effective upon signature ("Effective Date"), by and between the City of Miami, Florida, a municipal corporation of the State of Florida ("City"), whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130, and 0 worldwide LLC, a Florida limited liability company ("Expert Consultant" or "Worldwide"), whose address is 6175 NW 153 Street, Suite 201, Miami Lakes, FL 33014. WITNESSETH: WHEREAS, the City, from time to time, retains individuals acting as independent contractors on a contractual basis for a specific term to perform certain specialized and defined tasks for the City and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the City must retain the professional services of the Expert Consultant to provide the City's Venture Miami with the Scope of Services defined in Exhibit "A", attached and incorporated ("Services"); and WHEREAS, the City, through the City Manager's Office, has deemed the Expert Consultant qualified in accordance with Sections 18-72,18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, in consideration of the mutual obligations expressed herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the City and the Expert Consultant agree as follows: Section 1. Recitals and Incorporations. The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. Section 2. Scope of Services. Pursuant to the City Code, the City Manager may retain an Expert Consultant and assign the same to a City Department. The Expert Consultant identified above will be assigned to assist Venture Miami, or its designee, and shall perform the Services outlined in Exhibit "A", attached and incorporated. The Expert Consultant represents to the City that the Expert Consultant is now, upon execution of this Agreement, and shall at all times during the term of this Agreement remain, fully qualified, competent, and capable to perform the Services under this Agreement. Section 3. Remuneration, Audit and Inspection. A. The Expert Consultant shall receive Four Thousand Nine Hundred Ninety Nine Dollars ($4,999.00) per month as compensation for the services specified in Exhibit "A". Even if there is, at the discretion of the City, an Amendment to increase the renumeration, in no event shall the total of remuneration for all Services exceed One Hundred Twenty Five Thousand Dollars ($125,000.00) per Page 1 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D year. The City, in its best interest, reserves the right to request additional related services to be provided by the Expert Consultant. Any additional services in excess of those described in Exhibit "A" shall be negotiated and pre -approved in writing by the City Manager or designee prior to the services being rendered. The Expert Consultant shall provide a detailed invoice listing daily work for any billing period and shall also report the number of hours worked and tasks completed as enumerated in Exhibit "A" during that period. B. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9 prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that the Expert Consultant shall not acquire status, benefits, or rights as a City employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the City Manager with the completed IRS Form W-9 at the time of execution of the Agreement. C. Unless otherwise specifically provided in Exhibit "A", pursuant to the Florida Prompt Payment Act, payment will be made within forty-five (45) days after receipt of the Expert Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow proper audit of expenditures should the City require one to be performed. D. The City may, at all reasonable times and for a period of up to three (3) years following the date of final payment by the City to the Expert Consultant under the Agreement, audit, cause to be audited, inspect, or cause to be inspected those books and records of the Expert Consultant which are related to the Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records at a location within the City for a period of three (3) years after final payment is made under the Agreement. Section 4. Term. The Agreement shall become effective as of the Effective Date as defined on its first page and shall be for the duration of Seven (7) months with one (1) year option to renew at the City's sole discretion. The City, acting by and through the City Manager, shall have the option to extend or terminate the Agreement for convenience. Section 5. Termination. This Agreement may be terminated at any time by either party, with or without cause. In the event of termination of this Agreement for any reason with or without cause, the Expert Consultant shall not have recourse to any City Grievance or Disciplinary Procedure. In the event of termination, the Expert Consultant will be compensated for actual Services rendered up to and including the date of termination. Section 6. Relationship Between Parties. A. The Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a City employee. As the Expert Consultant is an independent contractor, the Expert Consultant shall not be entitled to any employment emoluments. Access and use of City property shall be at the sole discretion of the City Manager. The Expert Consultant acknowledges that such access to and use of City property does not alter the Expert Consultant's status as an independent contractor. B. Other than as legally required by the Expert Consultant in rendering their professional opinion, all other documents, information, materials, reports, and work product developed by the Expert Consultant Page 2 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D in performing the Services pursuant to this Agreement are, and shall remain, the property of the City. The Expert Consultant understands and agrees that any information, documents, reports, materials, work product, or any other materials whatsoever which is given by the City to the Expert Consultant, or which is otherwise obtained or prepared by the Expert Consultant pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. The Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the prior written consent of the City, which may be withheld or conditioned by the City in the City's sole discretion. C. The Expert Consultant shall work with the City to develop and undertake the schedule necessary to provide the Services as needed by the City. The Expert Consultant acknowledges that working with the City to provide necessary scheduling for the Services does not alter their status as an independent contractor and the Expert Consultant acknowledges and understands that compensation payment for their time is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of the Expert Consultant and persons employed or utilized by the Expert Consultant in the performance of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Expert Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Expert Consultant shall in no way limit the responsibility to indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Expert Consultant or persons employed or utilized by the Expert Consultant. These duties described in this Section shall survive the cancellation or expiration of the Agreement. This Section shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. The Expert Consultant shall require all sub -consultant agreements to include a provision that each sub - consultant shall indemnify the City in substantially the same language as this Section. The Expert Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Expert Consultant in which the City participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving, or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the City, in no way, assumes or shares any responsibility or liability of the Expert Consultant or sub -consultant under this Agreement. Page 3 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D Ten Dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Expert Consultant. Section 8. Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure their own insurance coverage, as applicable insurance will not be paid by the City on behalf of the Expert Consultant while performing the Services. The Expert Consultant shall maintain insurance coverage and provide evidence of such insurance coverage in such amounts as may be required by the City's Risk Management Department in Composite Exhibit "B", including the Insurance Requirements and the W-9, all attached and incorporated. Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the City that the Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Expert Consultant's performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor. The Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. Section 10. Non -Assignment, Successors, and Assigns. The Expert Consultant's Services are unique in nature and are not assignable. Section 11. Ownership of Documents. The Expert Consultant understands and agrees that any information, document, report, plan, budget, or any other material whatsoever which is given by the City or on behalf of the City to the Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the City. The Expert Consultant agrees not to use any such information, document, report, plan, budget, or any other materials without the prior written consent of the City, which consent may be withheld or conditioned by the City as the owner thereof. Section 12. Public Records. A. The Expert Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under all applicable laws. The Expert Consultant's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the City and any potential penalties authorized by Chapter 119, Florida Statutes. B. The Expert Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of the City to perform this Service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law Page 4 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D for the duration of the Agreement's term and following completion of the same, if the Expert Consultant does not transfer the records to the City; and (4) upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Expert Consultant or keep and maintain public records required by the City to perform the Services. If the Expert Consultant transfers all public records to the City upon completion of the Agreement, the Expert Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Expert Consultant keeps and maintains the public records upon completion of the Agreement, the Expert Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, the Expert Consultant shall be permitted to retain any public records that make up part of their work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should the Expert Consultant determine to dispute any public access provision required by Florida Statutes, the Expert Consultant shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the City. IF THE EXPERT CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE EXPERT CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE EXPERT CONSULTANT MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTRONIC MAIL AT PUBLICRECORDS(a�MIAMIGOV.COM, OR VIA REGULAR MAIL AT CITY OF MIAMI, OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE EXPERT CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. Section 13. Award of Agreement. The Expert Consultant represents and warrants to the City that the Expert Consultant has not employed or retained any person or company employed by 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, finder's fee, or gift of any kind contingent upon or in connection with the award of this Agreement. Section 14. Compliance with Federal, State, and Local Laws. The Expert Consultant understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc. The Expert Consultant agrees to comply with and to observe all applicable laws, codes, and ordinances, as they may be amended from time to time. Section 15. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered, certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given, as herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U.S. Mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. Page 5 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D To Expert Consultant: O Worldwide LLC c/o Alejandra Anais Salazar Hernandez 6175 NW 153 Street, Suite 201, Miami Lakes, FL 33014 aejandra@croing.com To the City: City Manager's Office ATTN: Arthur Noriega V, City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Venture Miami ATTN: Erick Gavin City of Miami 3500 Pan American Drive Miami, Florida 33133 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Office of the City Attorney ATTN: Victoria Mendez, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Section 16. Contingency Clause. Funding for this Agreement is contingent upon the availability of funds and continued authorization of City activities and the Agreement is subject to (a) an amendment due to lack of funds, reduction of funds, and/or change in regulations or the Code, upon written notice, or (b) termination pursuant to Section 5 hereof. Section 17. Miscellaneous. A. The Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto agree that venue for all federal, state, and local matters, if any, arising under the Agreement shall be in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Each party shall pay its own costs and attorneys' fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under Page 6 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D the laws of the State of Florida or the City, such provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of the Agreement shall remain unmodified and in full force and effect. C. No waiver or breach of any provision of the Agreement shall constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. D. The Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in the Agreement, including the Exhibits hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment, or addition to the Agreement shall be valid unless in writing and executed by the properly authorized representatives of the parties hereto. Section 18. Survival. The parties acknowledge that the obligations in this Agreement shall survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Expert Consultant and the City under this Agreement shall survive termination, cancellation, or expiration hereof. Section 19. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. Page 7 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: By: Name: ANA DA SILVA Title: HEAD OF DESIGN ATTEST: DocuSignea oy. By:, Todd Hannon City Clerk "Expert Consultant" or "Worldwide" O WORLDWIDE LLC, a Florida limited liability company By: Name: Title: "City" ALEJANDRA SALAZAR CEO CITY OF MIAMI, DocuSigned bya Florida municipal corporation Do�gs�gnea oy: By: Nonce Arthur Noriega V City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: i—DS REQUIREMENTS: DocuSignee by w Docusignea oy By: By: Fri �14,V, Victoria Mendez (Matter 22-2459) Ann -Marie Sharpe City Attorney Risk Management Director Page 8 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D Exhibit "A" SCOPE OF SERVICES AND COMPENSATION SCHEDULE Scope of Work: 1.1: SOCIAL MEDIA STRATEGY Development of general strategy for the client. Creation of social media strategy taking into account the City's objectives across social media and monthly evaluation of this strategy, and the same shall be improved based on feedback from the City and its users. 1.2: SOCIAL MEDIA MANAGEMENT Content, community management and publishing. The Expert Consultant along with the City shall calendarize and post content across social media. 1.3: SOCIAL MEDIA ADS. Ads Management. The Expert Consultant shall utilize the City's ad budget to distribute, manage and optimize ads to best fulfill the City's objectives. Investment: $4,999.00 USD/month Term: 7 months Page 9 of 11 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D EXHIBIT INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT 0 WORLDWIDE LLC 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 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 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 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) 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. DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 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. DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLWIUE LLC- Company Records CONSENT TO ACTION BY MEMBERS WITHOUT A MEETING OF 0 WORLDWIDE LLC A Florida Limited Liability Company Organized in 2021 By signing this document, the undersigned, who are all of the Members of 0 WORLDWIDE LLC, a Florida limited liability company (the "Company"), consent to the taking of the following actions without a meeting of members as is authorized and in accordance with the terms of the Company's Operating Agreement: WHEREAS the Company intends to enter into an Agreement to provide Marketing Consulting Services to the City of Miami Beach. WHEREAS the Company has considered convenient the terms and conditions of the Contract and particularly the SCOPE of SERVICES and COMPENSATION SCHEDULE established in the EXHIBIT "A" of the Contract. WHEREAS, ALEJANDRA ANAIS DEL VALLE SALAZAR FERNANDEZ has been appointed as a Manager Member of the Company THEREFORE the MEMBERS of the Company RESOLVE: 1. HEREBY APPROVE all the terms and conditions of the Agreement to be signed with City of Miami, the SCOPE OF WORK AND SCHEDULE OF COMPENSATION established in the EXHIBIT "A" of the Contract. 2. HEREBY AUTHORIZE ALEJANDRA ANAIS DEL VALLE SALAZAR HERNANDEZ, as a MANAGER MEMBER (MGRM) and on behalf of the Company to execute the Service Agreement with City of Miami, in the Terms and Conditions agreed. The actions taken will be effective when this Consent to Action has been signed by all Members of the Company. These Resolutions has been adopted, recorded in the Record Book of the Company and are in full force. Signed by the Members on Oct ber�t7, 2022. NICOLAS FRANCO MOMPO- MEMBER DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLWIDE LLC- Company Records [SIGNATURE OF THE OTHERS MEMBERS ON THE NEXT PAGE] ALEJANr' ae AIS DEL\'ALLE SALAZAR HERNANDEZ- MEMBER R MARTINEZ- MEMBER ANGGIE CATHERINE SALAZAR MARTINEZ- MEMBER 1#/_ AN���,4;y ILM MTA-MEMBER DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records OPERATING AGREEMENT OF 0 WORLDWIDE LLC A Florida Limited Liability Company Providing Creative Innovation Design Services MEMBER MANAGED Organized in 2021 DATE: May 24th of 2021 PARTIES: NICOLAS FRANCO MOMP6, ALEJANDRA ANAIS DEL VALLE SALAZAR HERNANDEZ, MIGUEL ANGEL SALAZAR MARTINEZ, ANGGIE CATHERINE SALAZAR HERNANDEZ and ANA ELISA DA SILVA MATA RECITAL: The parties to this agreement (the "Members") are entering into this agreement for the purpose of forming and conduct a limited liability company under the Limited Liability Company Act of the State of Florida (the "Act"). The Company will have the authority to register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Members or the Board of Managers consider necessary or appropriate. The Company may do business under its name or any other fictitious business names selected by the Members or Board of Managers. The Members shall, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates as Members reasonably considers necessary or appropriate under the Act or under the laws of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Members. AGREEMENTS: 1. FORMATION 1.1 Name. The name of this Limited Liability Company (the "Company") is 0 WORLDWIDE LLC. 1.2 Articles of Organization. Articles of organization for the Company were filed with the Secretary of State for the state of Florida on May 24th of 2021. Operating Agreement - 2021 /L" DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records 1.3 Duration. The Company will exist until dissolved as provided in this agreement. 1.4 Principal Office. The Company's principal office is located at 6175 NW 153rd Street, Suite 201, Miami Lakes, FL 33014 but it may be relocated by the Members at any time. 1.5 Designated Office and Agent for Service of Process. The Company's current designated office is located at 1940 Wilson Street, Hollywood, FL 33020, US and the name of agent for service of process at that address is GLADES COMPANY SERVICES CORP. The Company's designated office and its agent for service of process may only be changed by filing notice of the change with the Secretary of State of the state in which the articles of organization of the Company were filed. 1.6 Purposes and Powers. The Company was formed for the purpose of be engaging in digital marketing and creative innovation design services. The Company has the power to do all things necessary, incident, or in furtherance of that business. 1.7 Title to Assets. Title to all assets of the Company will be held in the name of the Company. No Member has any right to the assets of the Company or any ownership interest in those assets except indirectly as a result of the Member's ownership of an interest in the Company. No Member has any right to partition any assets of the Company or any right to receive any specific assets upon liquidation of the Company or upon any other distribution from the Company. 2. MEMBERS, CONTRIBUTIONS AND INTERESTS 2.1 Members. The names and addresses of the Members of the Company, the amounts of their initial capital contributions and their initial Ownership Interests are: Name and address Contribution Ownership Interest NICOLAS FRANCO MOMP6 $4,350 43,5% 6175 NW 153rd Street, Suite 201 Miami Lakes, FL 33014 ALEJANDRA ANAIS DEL VALLE SALAZAR HERNANDEZ $4,050 40,5% 6175 NW 153rd Street, Suite 201 Miami Lakes, FL 33014 MIGUELANGELSALAZAR MARTINEZ $1,000 10% 6175 NW 153rd Street, Suite 201 Miami Lakes, FL33014 ANGGIE CATHERINE SALAZAR HERNANDEZ $300 3% 6175 NW 153rd Street, Suite 201 Miami Lakes, FL33014 2 Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records ANA ELISA DA SILVA MATA $300 3% 6175 NW 153rd Street, Suite 201 Miami Lakes, FL33014 Each Member's Ownership Interest at any time will be determined by the ratio of the Member's aggregate capital contributions to the aggregate capital contributions of all Members. 2.2 Initial Capital Contributions. The initial capital contributions of $10,000 must be deposited to the Company name, in cash, after all parties have signed this agreement. 2.3 Additional Members. Except as otherwise provided in the section of this agreement relating to substitution, additional Members of the Company may be admitted only with the consent of all Members. 2.4 Additional Contributions. Except as otherwise provided in the Act, no Member will be required to contribute additional capital to the Company. Additional capital contributions to the Company may be made by the Members only with the Members' unanimous approval. If the Members approve additional capital contributions, the Members must set a maximum amount for such contributions that will be accepted from the Members. Each, Member will then have the right, but not the obligation, to contribute a pro rata share of the maximum based upon the Member's Ownership Interest. If any Member elects to contribute less than the Member's pro rata share of the maximum, the other Members may contribute the difference on a pro rata basis in accordance with their Ownership Interests or on any other basis they may agree upon. 2.5 No Interest on Capital Contributions. No interest will be paid on capital contributions. 2.6 Capital Accounts. An individual capital account will be maintained for each Member. A Member's capital account will be credited with all capital contributions made by the Member and with all income and gain (including any income exempt from federal income tax) allocated to the Member. A Member's capital account will be charged with the amount of all distributions made to the Member and with all losses and deductions (including deductions attributable to tax-exempt income) allocated to the Member. Members' capital accounts must be maintained in accordance with the federal income tax accounting principles prescribed in Treasury Regulations §1.704-1(b)(2)(iv). 3. ALLOCATION OF PROFITS AND LOSSES 3.1 Determination. The net profit or net loss of the Company for each -fiscal year will be determined according to the accounting principles employed in the preparation of the Company's federal income tax information return for that fiscal year. In computing net profit or net loss for purposes of allocation among the Members, no special provision will be made for tax-exempt or partially tax-exempt income of the Company, and all items of the Company's income, gain, Toss, or deduction required to be separately stated under IRC §703(a)(1) will be included in the net profit or net loss of the Company. 3 Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D Pi 0 WORLDWIDE LLC - Company Records 3.2 Allocation of Net Profits and Net Losses. The net profit or net loss of the Company for a fiscal year will be allocated among the Members in proportion to their Ownership Interests. 3.3 Allocations Solely for Tax Purposes. In accordance with IRC 4704(c) and the corresponding regulations, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company will be allocated among the Members, solely for income tax purposes, so as to take into account any variation between the adjusted basis of such property for federal income tax purposes in the hands of the Company and the agreed value of such property as set forth in this agreement, or in any document entered into at the time an additional contribution is made to the Company. Any elections or other decisions relating to the allocations to be made under this section will be made by action of the Members. The allocations to be made under this section are solely for purposes of federal, state, and local income taxes and will not affect, or in any way be taken into account in computing, any Member's capital account, allocable share of the net profits and net losses of the Company, or right to distributions. 3.4 Prorates, If a Member has not been a Member during a full fiscal year of the Company, or if a Member's Ownership Interest in the Company changes during a fiscal year, the net profit or net loss for the year will be allocated to the Member based only on the period of time during which the Member was a Member or held a particular Ownership Interest. In determining a Member's share of the net profit or net loss for a fiscal year, the Members may allocate the net profit or net loss ratably on a daily basis using the Company's usual method of accounting. Alternatively, the Members may separate the Company's fiscal year into two or more segments and allocate the net profits or net losses for each segment among the persons who were Members, or who held particular Ownership Interests, during each segment based upon their Ownership Interests during that segment. 4. DISTRIBUTIONS 4.1 Distributions to Pay Taxes. To enable the Members to pay taxes on income of the Company that is taxable to the Members, the Company must make cash distributions to the Members. During each fiscal year the Company must distribute an amount equal to the product of (a) the highest aggregate rate of federal, state, and local income and self-employment tax imposed on the Company's income for that fiscal year (taking into account the deductibility of state and local income taxes for federal income tax purposes) allocated to any Member who was a Member for the full fiscal year times (b) the amount of the taxable income of the Company allocated to all Members for that fiscal year. Distributions must be paid at least quarterly during each fiscal year at times that coincide with the Members' payment of estimated taxes, and the amount of each distribution will be based upon the anticipated taxable income of the Company for the fiscal year of the distribution and the anticipated tax rates of Members, as determined at the time the distribution is made. The Company's obligation to make distributions under this section is subject to the restrictions governing distributions under the Act. 4.2 Additional Distributions. Subject to the restrictions governing distributions under the Act, additional distributions of cash or property may be made from time to time by the Company to the Members, at such times and in such amounts as the Members determine. 4 Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records 4.3 Allocation of Distributions. All distributions to pay taxes and additional distributions must be made to Members in proportion to their Ownership Interests. 5. ADMINISTRATION OF COMPANY BUSINESS 5.1 Management. All Members have the right to participate in the management and conduct of the Company's business. Subject to the limitations imposed by this agreement or by action of the Members, each Member is an agent of the Company and has authority to bind the Company in the ordinary course of the Company's business. Members may appoint if it's necessary a Manager/s to run the day by day business of the Company. The initial Managers of the Company shall be MANAGER (MGR): ANGGIE CATHERINE SALAZAR HERNANDEZ 5.2 Actions by Members. Except as otherwise provided in this agreement, all decisions requiring action of the Members or relating to the business or affairs of the Company will be decided by the affirmative vote or consent of Members holding a majority of the Ownership Interests. Members may act with or without a meeting, and any Member may participate in any meeting by written proxy or by any means of communication reasonable under the circumstances. 5.3 Approval of Other Members Required. In addition to the other actions requiring unanimous Member approval under the terms of this agreement, no Member has authority to do any of the following without the prior written consent of all other Members: 5.3.1 To sell, lease, exchange, mortgage, pledge, or otherwise transfer or dispose of all or substantially all of the property or assets of the Company; 5.3.2 To merge the Company with any other entity; 5.3.3 To amend the articles of organization of the Company or this agreement; 5.3.4 To incur indebtedness by the Company other than in the ordinary course of business; 5.3.5 To authorize a transaction involving an actual or potential conflict of interest between a Member and the Company; 5.3.6 To change the nature of the business of the Company; or 5.3.7 To commence a voluntary bankruptcy case for the Company. s Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records 5.4 Devotion of Time; Outside Activities. Each of the Members must devote so much time and attention to the business of the Company as the Members agree is appropriate. Members may engage in business and investment activities outside the Company, and neither the Company nor the other Members have any rights to the property, profits, or benefits of such activities. But no Member may, without the consent of all other Members, enter into any business or investment activity that is competitive with the business of the Company, or use any property or assets of the Company other than for the operation of the Company's business. For this purpose, the property and assets of the Company include, without limitation, information developed for the Company, opportunities offered to the Company, and other information or opportunities entrusted to a Member as a result of being a Member of the Company. 5.5 Compensation and Reimbursement. Members who render services to the Company are entitled to such compensation as may be agreed upon by the Members from time to time. Any compensation paid to a Member for services rendered will be treated as an expense of the Company and a guaranteed payment within the meaning of IRC §707(c), and the amount of the compensation will not be charged against the share of profits of the Company that would otherwise be allocated to the Member, Members are also entitled to reimbursement from the Company for reasonable expenses incurred on behalf of the Company, including expenses incurred in the formation, dissolution, and liquidation of the Company. 5.6 Self Interest. A Member does not violate any duty or obligation to the Company merely as a result of engaging in conduct that furthers the interest of the Member. A Member may lend money or transact other business with the Company, and, in this case, the rights and obligations of the Member will be the same as those of a person who is not a Member, so long as the loan or other transaction has been approved or ratified by the Members. Unless otherwise provided by applicable law, a Member with a financial interest in the outcome of a particular action is nevertheless entitled to vote on such action. 6. ACCOUNTING AND RECORDS 6.1 Books of Account. The Members must keep such books and records relating to the operation of the Company as are appropriate and adequate for the Company's business and for the carrying out of this agreement. At a minimum, the following must be maintained at the principal office of the Company: (a) financial statements for the three most recent fiscal years; (b) federal, state, and local income tax returns for the three most recent fiscal years; (c) a register showing the current names and addresses of the Members; (d) a copy of the Company's articles of organization and any amendments thereto; (e) this agreement and any amendments thereto; (f) minutes of any meetings of Members; and (g) consents to action by Members. Each Member will have access to all such books and records at all times. 6.2 Fiscal Year. The fiscal year of the Company will be the calendar year. 6.3 Accounting Reports. Within 90 days after the close of each fiscal year, Company must deliver to each Member an unaudited report of the activities of the Company for the preceding fiscal Operating Agreement - 2021 6 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records year, including a copy of a balance sheet of the Company as of the end of the year and a profit and loss statement for the year. 6.4 Tax Returns. The Company must prepare and file on a timely basis all required federal, state, and local income tax and other tax returns. Within 90 days after the end of each fiscal year, the Company must deliver to each Member a Schedule K-1, showing the amounts of any distributions, contributions, income, gain, loss, deductions, or credits allocated to the Member during the fiscal year. 6.5 Tax Matters Partner. Anytime the Company has more than 10 Members, any Member is an entity other than an estate or a C corporation, or any Member is a nonresident alien individual, the Members must designate one of the Members as the tax matters partner of the Company in accordance with IRC §6231(a)(7) and keep such designation in effect at all times. 7. DISSOCIATION AND DISSOLUTION 7.1 Withdrawal. A Member may withdraw from the Company only after giving notice of withdrawal to the other Members at least 40 days prior to the effective date of the withdrawal. 7.2 Expulsion. A Member may be expelled from the Company by an affirmative vote of the Members holding a majority of the Ownership Interests held by Members other than the expelled Member if the expelled Member has been guilty of wrongful conduct that adversely and materially affects the business or affairs of the Company, or the expelled Member has willfully or persistently committed a material breach of the articles of organization of the Company or this agreement or has otherwise breached a duty owed to the Company or to the other Members to the extent that it is not reasonably practicable to carry on the business or affairs of the Company with that Member. The right to expel a Member under the provisions of this section does not limit or adversely affect any right or power of the Company or the other Members to recover any damages from the expelled Member or to pursue other remedies permitted under applicable law or in equity. In addition to any other remedies, the Company or the other Members may offset any such damages against any amounts otherwise distributable or payable to the expelled Member. 7.3 Events of Dissolution. Except as otherwise provided in this agreement, the Company will dissolve upon the earliest of: (a) the death, incompetence, withdrawal, expulsion, bankruptcy, or dissolution of any Member; (b) approval of a dissolution of the Company by unanimous consent of the Members; or (c) at such time as the Company has no members. 7.4 Effect of Member's Dissociation. Within 120 days following the death, incompetence, withdrawal, expulsion, bankruptcy, or dissolution of a Member, the other Members (whether one or more) may elect to continue the Company by themselves or with others, and to cause the Company to purchase the interest of the dissociating Member pursuant to the provisions of the sections of this agreement relating to purchase price and payment for member's interest. Making the election is in the sole discretion of the other Members and requires the consent of other Members holding a majority of the Ownership Interests held by the other Members. Notice of the election must be given in writing to Operating Agreement - 2021 7 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records the dissociating Member or the dissociating Member's successor in interest promptly after the election is made. If the other Members do not so elect, the Company will be dissolved. 7.5 Purchase Price. If the other Members elect to cause the Company to purchase the interest of a dissociating Member under the section of this agreement relating to effect of member's dissociation, the purchase price of the dissociating Member's interest in the Company will be determined by agreement between the other Members and the dissociating Member. If an agreement on the purchase price is not reached within 30 days following the election to purchase the interest of the dissociating Member, the interest must be valued by a third party appraiser selected by the other Members who is reasonably acceptable to the dissociating Member, and the purchase price will be the value determined in that appraisal. In appraising the interest to be purchased, the appraiser must determine the fair market value of the interest as of the date of the event of dissociation. 7.6 Payment for Member's Interest. The purchase price for the interest of a Member purchased under the section of this agreement relating to effect of member's dissociation will be paid as Members agree. 7.7 Effect of Purchase of Member's Interest. A dissociating Member will cease to be a Member upon the election of the other Members to cause the Company to purchase the dissociating Member's interest pursuant to the section of this agreement relating to effect of member's dissociation. Thereafter, the dissociating Member will have no rights as a Member in the Company, except the right to have the dissociating Member's interest purchased in accordance with the terms of this agreement. 7.8 Successor in Interest. For purposes of this section relating to dissociation and dissolution, the term "dissociating Member' includes the dissociating Member's successor in interest. 8. WINDING UP AND LIQUIDATION 8.1 Liquidation Upon Dissolution. Upon the dissolution of the Company, the Members must wind up the affairs of the Company unless the dissolution results from the dissociation of a Member and the other Members elect to continue the Company under the provisions of this agreement relating to effect of member's dissociation. If the affairs of the Company are wound up, a full account must be taken of the assets and liabilities of the Company, and the assets of the Company must be promptly liquidated. Following liquidation of the assets of the Company, the proceeds must be applied and distributed in the following order of priority: 8.1.1 To creditors of the Company in satisfaction of liabilities and obligations of the Company, including, to the extent permitted by law, liabilities and obligations owed to Members as creditors (except liabilities for unpaid distributions); 8.1.2 To any reserves set up for contingent or unliquidated liabilities or obligations of the Company deemed reasonably necessary by the Members, which reserves may be paid over to an escrow agent by the Members to be held by such escrow agent for disbursement in 8 Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records satisfaction of the liabilities and obligations of the Company, with any excess being distributed to the Members as provided below; and 8.1,3 To Members in proportion to the positive balances of their capital accounts, after taking into account all adjustments made to capital accounts for the fiscal year during which the distributions to Members are made, 8.2 Distribution of Property in Kind. With approval of the Members, property of the Company may be distributed in kind in the process of winding up and liquidation. Any property distributed in kind will be valued and treated for the Company's accounting purposes, in accordance with Treasury Regulations §1.704-1(b)(2)(iv)(e)(1), as though the property distributed had been sold at fair market value on the date of distribution. If property is distributed in kind, the difference between the fair market value of the property and its adjusted tax basis will, solely for the Company's accounting purposes and to adjust the Members' capital accounts, be treated as a gain or loss on the sale of the property and will be credited or charged to the Members' capital accounts in the manner specified in the section of this agreement relating to capital accounts. 8.3 Negative Capital Accounts. If any Member has a negative balance in the Member's capital account upon liquidation of the Company, the Member will have no obligation to make any contribution to the capital of the Company to make up the deficit, and the deficit will not be considered a debt owed to the Company or any other person for any purpose. 9. TRANSFER OF MEMBERS' INTERESTS 9.1 General Restrictions. No Member may transfer all or any part of such Member's interest as a member of the Company except as permitted in this agreement. Any purported transfer of an interest or a part of an interest in violation of the terms of this agreement will be null and void and of no effect. For purposes of this section a "transfer" includes a sale, exchange, pledge, or other disposition, voluntarily or by operation of law. 9.2 Permitted Transfers. A Member may transfer all or a part of the Member's interest in the Company with the prior written consent of all other Members. If the other Members do not consent to a particular transfer, the Member may transfer all or a part of the Member's interest if such interest or part has been tendered for sale to the Company in accordance with the section of this agreement relating to tender of interest, the tender has not been accepted within the time limit set forth in that section, the transfer is made to the transferee named in the notice of tender within 180 days after the notice of tender is effective, and the transfer is at a price and upon terms no more favorable to the transferee than those set forth in the notice of tender. 9.3 Tender of Interest. If a Member wishes to transfer all or part of the Member's interest in the Company and the other Members do not consent, the interest or the part to be transferred must be tendered to the Company by giving written notice of such tender to the Company. Such notice must contain the name and address of the proposed transferee, the price to be paid by the proposed transferee for the interest, if any, and the terms of the proposed transfer. If a Member's interest is 9 Operating Agreement - 2021 Q DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records transferred by operation of law, the successor in interest to the transferring Member may give the required notice of tender to the Company at any time following the transfer, and such successor in interest will be deemed to have given the notice of tender at the time any other Member gives notice to the successor in interest and to all other Members of the failure to give the notice of tender. Within 30 days after a notice of tender is given, the other Members may accept the tender on behalf of the Company and have the Company purchase the interest tendered for the lesser of the price set forth in the notice of tender (if the proposed transfer is to be by sale) or the price applicable to the purchase of a Member's interest pursuant to the section of this agreement relating to the effect of member's dissociation. The tender must be accepted on behalf of the Company by giving notice of acceptance to the transferring Member or the transferring Member's successor in interest. The purchase may, at the option of the other Members, be on the terms set forth in the notice of tender, if any, or the terms set forth in the section of this agreement relating to payment for member's interest. For purposes of those provisions, the date of the acceptance of tender will be deemed to be the date on which the other Members elected to purchase the interest of a dissociating Member. 9.4 Effect of Tender. The Member tendering the interest will cease to be a Member with respect to the tendered interest upon an acceptance of the tender by the Company. Thereafter, the Member tendering the interest will have no rights as a Member in the Company, except the right to have the tendered interest purchased in accordance with the terms of this agreement. 9.5 Substitution. If the interest of a Member is transferred, the transferee of the interest may be admitted as a Member of the Company if the transferee executes and delivers to the Company a written agreement to be bound by all of the terms and provisions of this agreement. But the transferee is entitled to be admitted as a Member only if all of the other Members consent to the admission of the transferee as a Member, and this consent may be withheld reasonably or unreasonably. If a Member who is the only member of the Company transfers the Member's entire interest, the transferee will be admitted as a Member of the Company effective upon the transfer without the requirement of an agreement to be bound by this agreement or consent. If the transferee is not admitted as a Member, the transferee will have the right only to receive, to the extent assigned, the distributions from the Company to which the transferor would be entitled. Such transferee will not have the right to exercise the rights of a Member, including, without limitation, the right to vote or inspect or obtain records of the Company. 10. INDEMNIFICATION AND LIABILITY LIMITATION 10.1 Indemnification. Except as otherwise provided in this section, the Company must indemnify each of the Members to the fullest extent permissible under the law of the state in which the articles of organization of the Company have been filed, as the same exists or may hereafter be amended, against all liability, loss, and costs (including, without limitation, attorneys' fees} incurred or suffered by the Member by reason of or arising from the fact that the Member is or was a member of the Company, or is or was serving at the request of the Company as a manager, member, director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, benefit plan, or other enterprise. The Company may, by action of the Members, provide indemnification to employees and agents of the Company who are not 10 Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BD0C117D 0 WORLDWIDE LLC - Company Records Members. The indemnification provided in this section is not exclusive of any other rights to which any person may be entitled under any statute, agreement, resolution of Members, contract, or otherwise. But despite any other provision of this agreement, the Company has no obligation to indemnify a Member for: 10.1.1 Any breach of the Member's duty of loyalty to the Company; 10.1.2 Acts or omissions not in good faith that involve intentional misconduct or a knowing violation of law; 10.1.3 Any unlawful distribution under the Act; or 10.1.4 Any transaction in which the Member derives improper personal benefit. 10.2 Limitation of Liability. No Member of the Company is liable to the Company or to the other Members for monetary damages resulting from the Member's conduct as a Member except to the extent that the Act, as it now exists or may be amended in the future, prohibits the elimination or limitation of liability of members of limited liability companies. No repeal or amendment of this section or of the Act will adversely affect any right or protection of a Member for actions or omissions prior to the repeal or amendment. 11. MISCELLANEOUS PROVISIONS 11.1 Amendment. The Members may amend or repeal all or part of this agreement by unanimous written agreement. This agreement may not be amended or repealed by oral agreement of the Members. 11.2 Binding Effect. The provisions of this agreement will be binding upon and will inure to the benefit of the heirs, personal representatives, successors, and assigns of the Members. But this section may not be construed as a modification of any restriction on transfer set forth in this agreement. 11.3 Notice. Except as otherwise provided in other sections of this agreement, any notice or other communication required or permitted to be given under this agreement must be in writing and must be mailed by certified mail, return receipt requested, with postage prepaid. Notices addressed to a Member must be addressed to the Member's address listed in the section of this agreement relating to initial members, or if there is no such address listed for a Member, the address of the Member shown on the records of the Company. Notices addressed to the Company must be addressed to its principal office. The address of a Member or the Company to which notices or other communications are to be mailed may be changed from time to time by the Member's or the Company's giving written notice to the other Members and the Company. All notices and other communications will be deemed to be given at the expiration of three days after the date of mailing. 11 Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 0 WORLDWIDE LLC - Company Records 11.4 Litigation Expense. If any legal proceeding is commenced for the purpose of interpreting or enforcing any provision of this agreement, including any proceeding in the United States Bankruptcy Court, the prevailing party in such proceeding will be entitled to recover a reasonable attorney's fee in such proceeding, or any appeal thereof, to be set by the court without the necessity of hearing testimony or receiving evidence, in addition to the costs and disbursements allowed by law. 11.5 Additional Documents. Each Member must execute such additional documents and take such actions as are reasonably requested by the other Members in order to complete or confirm the transactions contemplated by this agreement. 11.6 Counterparts. This agreement may be executed in two or more counterparts, which together will constitute one agreement. 11.7 Governing Law. This agreement will be governed by the law of Florida State in which the articles of organization of the Company have been filed. 11.8 Severability. If any provision of this agreement is invalid or unenforceable, it will not affect the remaining provisions. 11.9 Third -Party Beneflciaries. The provisions of this agreement are intended solely for the benefit of the Members and create no rights or obligations enforceable by any third party, including creditors of the Company, except as otherwise provided by applicable law. 11.10 Authority. Each individual executing this agreement on behalf of a corporation or other entity warrants that he or she is authorized to do so and that this agreement constitutes a legally binding obligation of the corporation or other entity that the individual represents. ANGGIE C. 5 LAZA' " RNANDEZ—MANAGER MEMBER NICO FRANCO MOMPO - MEMBER ALEIAN A NAISDEL V LE ALAZAR HERNANDEZ - MEMBER 12 Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D O WORLI :.cu;i. -Company Records LIB 1 iki�,if�- • RTINEZ - MEMBER or pr.- ' V VT MATAI. EMBER WITNESSED BY: Witness Signatur Name: WIrrijs-Signature Name: IDIECC C Co 1CI 13 Operating Agreement - 2021 A Prior Policy Number: N/A Policy Number: 21 OH 0671353-24 HARTFORD FIRE INSURANCE CO., ' ', THE HARTFORD HARTFORD PLAZA, HARTFORD, CT 06115 A stock insurance company, herein called the Insurer THE HARTFORD PREMIER CHOICE PROFESSIONAL LIABILITY INSURANCE POLICYsm Advertising Agency Professional Liability Coverage THIS IS A CLAIMS MADE AND REPORTED POLICY. PLEASE READ IT CAREFULLY. NOTICE: COVERAGE APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR APPLICABLE EXTENDED REPORTING PERIOD AND WHICH HAVE BEEN REPORTED TO THE INSURER IN ACCORDANCE WITH THE APPLICABLE NOTICE PROVISIONS. THE LIMITS OF LIABILITY AVAILABLE TO PAY DAMAGES SHALL BE REDUCED BY AMOUNTS INCURRED AS DEFENSE COSTS. THE RETENTION IS APPLICABLE TO DEFENSE COSTS AND DAMAGES. PLEASE READ THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. /� `�`/ DECLARATIONS _ O ITEM 1. NAMED ENTITY: 0 WORLDWIDE LLC ADDRESS: <j� 1065 SW 8TH ST i��MIAMI, FL 331303601 ITEM 2. PRODUCER: O J J O ( c3 21211810 It MARSH & MCLENNAN AGENCY LLC 4400 PGA BLVD STE 1000 PALM BEACH GARDENS, FL 33410 ITEM 3. POLICY PERIOD EFFECTIVE - (Inc ktioon Date): (AT 12:01 A.M. STANDARD TIME AT ADDRESS OF 07/22/2024 TO (Expiration Date):07/22/2025 THE NAMED INSURED AS STATED HEREIN.) ITEM 4. LIMITS OF LIABILITY (A) Professional Liability per claim $1,000,000 (B) Personal Injury Liability per claim $1,000,000 (C) Personally Identifiable Information Liability per Aggregate Limit All Liability Claims $1,000,000 Is Defense outside of the Limit of Liability provided Extensions Disciplinary Proceeding Extension $25,000 Supplementary payments Extension $25,000 Subpoena Assistance extension $25,000 claim $1,000,000 no ❑ yes X ITEM 5. RETENTION: $1,000 per Claim, including Damages and Defense Costs. ITEM 6. + FIGA Assessment Surcharge $10.04 PREMIUM: $1,004 ITEM 7. RETROACTIVE DATE: 01/01/1900 CP 00 H002 03 1020 © 2020, The Hartford Page 1 of 2 ITEM 8. PRIOR or PENDING DATE: 07/22/2024 ITEM 9. EXTENDED REPORTING PERIOD Number of Years Percentage of Annual Premium 1 100% 3 165% 5 200% ITEM 10. ADDRESS FOR NOTICES TO THE INSURER: FOR CLAIMS: FOR ALL NOTICES OTHER THAN CLAIMS: The Hartford Hartford Financial Lines One Hartford Plaza Hartford, CT 06115 The Hartford Hartford Financial Lines One Hartford Plaza Hartford, CT 06115 HFPCIaims@thehartford.com HFPExpress@thehartford.com Fax: (917) 464-6000 Fax: (866) 586-4550 ITEM 11: ENDORSEMENTS ATTACHED AT EFFECTIVE DATE: SEE FORM GU207 (SCHEDULE OF ENDORSEMENTS) CP 00 H002 03 1020 © 2020, The Hartford Page 2 of 2 GU207 (6-78) ENDORSEMENT This endorsement, effective on 07/22/2024 at 12:01 A.M standard time, forms a part of Policy No. 21 OH 0671353-24 of the HARTFORD FIRE INSURANCE CO. Issued to 0 WORLDWIDE LLC Ross Fisher, President SCHEDULE 1 2 3 4 5 6 CP00H00203 CPOOH02500 CPOOH02300 CPOOH00300 CPOOH42000 RN00000100 CP00H01300 CP09H00400 CP09H01000 HRO9H00102 HGO9H00901 10/20 THE HARTFORD PREMIER CHOICE PROFESSIONAL LIABILITY INSURANCE POLICY - 10/20 COMMON TERMS AND CONDITIONS Table tents 10/20 TABLE OF CONTENTS COVERAGE PP DECLARATIONS 9/18 THE HARTFORD PREMIER CHOt OFESSIONAL LIABILITY POLICY COMMON TERMS AND CONDITIONS 9/18 THE HARTFORD PREMIE 5/93 IN WITNESS PAGE 9/18 AGGREGATE AdDORSEMENT 9/18 FLORID JDATOR NDORSEMENT 9/18 FLORID ENDATORY ENDORSEMENT (COVERAGE PART) 11/11 FLORIDA CANCELLATION AND NONRENEWAL ENDORSEMENT 6/14 AMEND MAILING ADDRESS FOR NOTICE ENDORSEMENT-FLORIDA ESSIONAL LIABILITY SERVICES MEDIA SERVICES HG09H14600 12/21 FLORIDA INSURANCE GUARANTY ASSOCIATION HRO9H00600 4/05 INFORMATION TO POLICYHOLDERS -FLORIDA HGOOH12900 10/16 U.S. DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") HROOH09300 2/07 PRODUCER COMPENSATION NOTICE Rev. Ed. Date (04/02) GU 207 (6-78) THE HARTFORD PREMIER CHOICE PROFESSIONAL LIABILITY INSURANCE POLICYSM COMMON TERMS AND CONDITIONS Table of Contents Section I: TERMS AND CONDITIONS Section II: COMMON DEFINITIONS Section III: COVERAGE EXTENSIONS (A) Spousal/Domestic Partner Liability Coverage (B) Estates And Legal Representatives Section IV: Section V: Section VI: Section VII: Section VIII: Section IX: Section X: Section XI. Section XII. Section XIII. Section XIV. LIMIT OF LIABILITY DEFENSE COSTS RETENTION r^O DEFENSE AND SETTLEMENT V DC MINIMUM STANDARDS O 95) EXTENDED REPO .4*'$Elinio,DJ INTERRELL TIQ HIP @'f) AIMS ALLOCA OTHER INSURANCE CANCELLATION CHANGES IN EXPOSURE (A) Acquisitions Or Created Subsidiaries (B) Mergers (C) Takeover Of Named Entity (D) Loss Of Subsidiary Status Section XV. SUBROGATION Section XVI. APPLICATION Section XVII. ACTION AGAINST THE INSURER Section XVIII. ASSIGNMENT CP 00 H025 00 1020 © 2020, The Hartford Page 1 of 2 Section XIX. BANKRUPTCY OR INSOLVENCY Section XX. AUTHORIZATION OF NAMED ENTITY Section XXI. CHANGES Section XXII. ENTIRE AGREEMENT Section XXIII. NOTICE ADDRESSES Section XXIV. HEADINGS Section XXV. REFERENCES TO LAWS Section XXVI. COVERAGE TERRITORY CP 00 H025 00 1020 © 2020, The Hartford Page 2 of 2 THE HARTFORD PREMIER CHOICE PROFESSIONAL LIABILITY INSURANCE POLICYSM TABLE OF CONTENTS COVERAGE PART I. INSURING AGREEMENTS (A) Professional Liability (B) Personal Injury Liability (C) Personally Identifiable Information Liability II. EXTENSIONS (A) Disciplinary Proceedings Coverage (B) Supplementary Payments (C) Subpoena Assistance Coverage III. DEFINITIONS IV. EXCLUSIONS APPLICABLE TO ALL I V. NOTICE OF CLAIM �ti `s of o(<,4b9ry1).' Gc,"em'ENTs CP 00 H023 00 1020 © 2020, The Hartford Page 1 of 1 The Hartford Premier Choice Professional Liability Policy COMMON TERMS AND CONDITIONS NOTICE: THE LIABILITY COVERAGE PART PROVIDES CLAIMS MADE COVERAGE. EXCEPT AS OTHERWISE SPECIFIED HEREIN: COVERAGE APPLIES ONLY TO A CLAIM FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD AND WHICH HAS BEEN REPORTED TO THE INSURER IN ACCORDANCE WITH THE APPLICABLE NOTICE PROVISIONS. COVERAGE IS SUBJECT TO THE INSURED'S PAYMENT OF THE APPLICABLE RETENTION. PAYMENTS OF DEFENSE COSTS ARE SUBJECT TO, AND REDUCE, THE AVAILABLE LIMIT OF LIABILITY. PLEASE READ THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. In consideration of the payment of the premium, the Insurer and the Insureds agree as follows: I. TERMS AND CONDITIONS (A) All Coverage Parts included in this Policy are subject to the follow in these Common Terms and Conditions is inconsistent or in c Part, the terms and conditions of such Coverage Part shall c mon Terms and Conditions. If any provision with the terms and conditions of any Coverage for purposes of that Coverage Part. (B) Except as otherwise provided by specific reference o'f�er Qoverage Parts, the terms and conditions of each Coverage Part shall apply only to such Coverage Part< II. COMMON DEFINITIONS O �O The following terms, whether used in the sin rZ1r pl I all have the meanings specified below: • "Affiliate" means any insurance cog.Ailing, iling, controlled by or under common control with the Insurer. • "Application" means the apple- tin for th olicy, including any (i) materials or written information submitted therewith or made available a • Insurer during the underwriting process, or (ii) warranty, representation or other written statement provided to e Insurer, which application shall be on file with the Insurer. Such Application shall be deemed a part of this Policy and attached hereto. In addition, Application includes any warranty, representation or other statement provided to us in connection with any policy of which this Policy is a renewal or replacement. • "Claim" shall have the meaning specified for such term in each Coverage Part. • "Damages" shall have the meaning specified for such term in each Coverage Part. • "Defense Costs" means: I (1) reasonable legal fees and expenses, including, but not limited to, e-discovery expenses, incurred in the defense or appeal of a Claim; (2) the costs of appeal, attachment or similar bonds, provided that the Insurer shall have no obligation to furnish such bonds. However, Defense Costs shall not include: (a) salaries, wages, remuneration, overhead or benefit expenses associated with any Insureds; (b) any fees, expenses or costs which are incurred by or on behalf of a party which is not a covered Insured; or (c) any fees, expenses or costs which were incurred prior to the date on which the Insurer received written notice of Claim from the Insured. CP 00 H003 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 1 of 9 • "Domestic Partner" means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law or any domestic partner relationship arrangement recognized outside of the U.S. and under the Human Resource policy of the Insured Entity. • "Effective Time" means the actual time that a transaction is legally consummated as evidenced by the controlling documents of the transaction, including but not limited to the purchase and sale agreement, merger agreement, partnership agreement, or trust agreement. • "Employee" means any natural person who was, is or shall become a(n): (1) employee of an Insured Entity including any full time, part time, seasonal, temporary, leased, or loaned employee; or (2) volunteer or intern with an Insured Entity. • "Insured Entity" means: (1) the Named Entity; or (2) any Subsidiary. • "Insured Person" shall have the meaning specified for such term in. ch Coverage Part. • "Insureds" shall have the meaning specified for such term in ea erage Part. • "Interrelated Wrongful Acts" means Wrongful Acts that hav common nexus any fact, circumstance, situation, event, or transaction, or series of causally connected facts, Cir stances, situations, events, or transactions. • "Liability Coverage Part" means any liability coverage included in the policy. • "Loss" means Defense Costs and Damages. It, • "Named Entity" means the entity named in Ite the 94Ations. • "Policy Period" means the period from the Inc Da e Expiration Date set forth in Item 3 of the Declarations or any earlier cancellation date. , • "Pollutants" means any solid, liquid a ous 61 thermal irritant, nuisance or contaminant, including, without limitation, smoke, vapor, soot, fumed s,kalies, chemicals, odors, noise, lead, oil or oil product, radiation, asbestos or asbestos -containing • <. • uct, w nd any electric, magnetic or electromagnetic field of any frequency. Waste includes, without limitatis; material tatre recycled, reconditioned or reclaimed. Pollutants also means any substance located anywhere' � e world identified on any applicable list of hazardous substances issued by any federal agency (including, nonexclusively, the Environmental Protection Agency) or any state, county, municipality or locality or counterpart thereof, or any foreign equivalent thereof. • "Subsidiary" means any: (1) corporation in which and so long as the Named Entity owns or controls, directly or indirectly, more than 50% of the outstanding securities representing the right to vote for the election of the board of directors of such corporation; (2) limited liability company in which and so long as the Named Entity owns or controls, directly or indirectly, the right to elect, appoint or designate more than 50% of such entity's managing members; (3) corporation operated as a joint venture in which and so long as the Named Entity owns or controls, directly or indirectly, exactly 50% of the issued and outstanding voting stock and which, pursuant to a written agreement with the owner(s) of the remaining issued and outstanding voting stock of such corporation, the Named Entity solely controls the management and operation of such corporation. • "Wrongful Act" shall have the meaning specified for such term in each Coverage Part. III. COVERAGE EXTENSIONS (A) Spousal/Domestic Partner Liability Coverage Coverage shall apply to the lawful spouse or Domestic Partner of an Insured Person for a Claim made against such spouse or Domestic Partner, provided that: CP 00 H003 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 2 of 9 V. DEFENSE COSTS Solely with respect to all Liability Coverage (1) such Claim arises solely out of: (a) such person's status as the spouse or Domestic Partner of an Insured Person; or (b) such spouse or Domestic Partner's ownership of property sought as recovery for a Wrongful Act; (2) the Insured Person is named and maintained in such Claim together with the spouse or Domestic Partner; and (3) coverage of the spouse or Domestic Partner shall be on the same terms and conditions, including any applicable Retention, as apply to coverage of the Insured Person for such Claim. No coverage shall apply to any Claim for a Wrongful Act of such spouse or Domestic Partner. (B) Estates and Legal Representatives In the event of the death, incapacity or bankruptcy of an Insured Person, any Claim made against the estate, heirs, legal representatives or assigns of such Insured Person for a Wrongful Act of such Insured Person shall be deemed to be a Claim made against such Insured Person. No coverage shall apply to any Claim for a Wrongful Act of such estate, heirs, legal representatives or assigns. IV. LIMIT OF LIABILITY (A) The Limit of Liability for each Liability Coverage Part in ITEM amount that the Insurer shall pay under such Coverage Part f Part. Declarations shall be the maximum aggregate oss from all Claims covered under such Coverage oe (B) If any Limit of Liability or Limit of Insurance is exhaust, thelum for this Policy shall be deemed fully earned. el O ,V�O � (A) Defense Costs shall be part of, and in a ti n to, each applicable Limit of Liability. Payment of Defense Costs by the Insurer shall reduce eac �1t of Lia (B)Notwithstandingthe above, if Outside the Limit of Liabilityis included in ITEM 4of the Declarations, then payment of Defense Costs shall be in addition to such applicable Limit of Liability. IV. RETENTION Solely with respect to all Liability Coverage Parts: (A) The Insurer shall pay Loss in excess of the Retention applicable to each Claim as specified in ITEM 5 of the Declarations. (B) All Retentions shall be borne by the Insureds at their own risk. (C) The Retention shall apply to Defense Costs and Damages covered under this Policy. If, any Defense Costs or Damages are incurred by the Insurer prior to the Insured's complete payment of the Retention, then the Insureds shall reimburse the Insurer therefor upon request. (D) If a Claim is covered under more than one Coverage Part, the applicable Retention for each Coverage Part shall be applied separately to such Claim, provided that the maximum Retention applied to such Claim shall not exceed the highest of such applicable Retentions. CP 00 H003 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 3 of 9 (E) If the Insured, with the approval of the Insurer resolves a covered Claim through binding arbitration, non -court ordered mediation, or other similar alternative dispute resolution process, the applicable retention amount will be reduced by 50% up to a maximum of $25,000. VII. DEFENSE AND SETTLEMENT Solely with respect to all Liability Coverage Parts: (A) The Insurer shall have the right and duty to defend Claims covered under the Policy, even if such Claim is groundless, false or fraudulent, provided that the Insureds give notice to the Insurer in accordance with the applicable Liability Coverage Parts' notice provisions. (B) If the Insurer has the duty to defend a Claim, the Insurer's duty to defend such Claim shall cease upon exhaustion of any applicable Limit of Liability. (C) The Insureds shall not admit or assume any liability, make any settlement offer or enter into any settlement agreement, stipulate to any judgment, or incur any Defense Costs regarding any Claim without the prior written consent of the Insurer, such consent not to be unreasonably withheld. The Insurer shall not be liable for any admission, assumption, settlement offer or agreement, stipulation, or Defense Costs to which it has not consented. (D) The Insurer shall have the right to associate itself in the defense ement of any Claim that appears reasonably likely to involve this Policy. The Insurer may make any inve n it deems appropriate in connection with any Claim. The Insurer may, with the written consent of the Ins , settle any Claim for a monetary amount that the Insurer deems reasonable. The Insured's consent shall /io unreasonably withheld. (E) Notwithstanding the above, the Insurer may, with the ten c nsent of the Insureds, settle any Claim for a monetary amount that the Insurer deems reasonable. Howev if an iped fails or refuses to consent to the settlement of a Claim as recommended by the Insurer and a e trite imant, then: (1) the Insurer's duty to defend such CI irgAany,� (cease; and (2) subject to the applicable Limit oiylike4r urer's maximum liability for such Claim shall be limited to the sum of: (a) Defense Costs incr;Z up until such failure or refusal; plus (b) 50% of Defense Costs incurred after such failure or refusal; plus (c) Loss other than Defense Costs incurred to resolve such Claim, provided that if such amount exceeds the settlement amount recommended by the Insurer that the Insurer shall only be liable for 80% of the amount of such Loss in excess of such settlement amount. (F) The Insureds shall give to the Insurer all information and cooperation as the Insurer may reasonably request. However, if the Insurer is, in its sole discretion, able to determine coverage for cooperating Insureds, the failure of one Insured Person to cooperate with the Insurer shall not impact coverage provided to cooperating Insureds. VIII.MINIMUM STANDARDS In the event that there is an inconsistency between: (A) the terms and conditions that are required to meet minimum standards of a state's law (pursuant to a state amendatory endorsement attached to this Policy): and (B) any other term or condition of this Policy: it is understood and agreed that, where permitted by law, the Insurer shall apply those terms and conditions of (A) or (B) above that are more favorable to the Insured. CP 00 H003 00 0918 21 OH 0671353-24 07/22/2024 © 2018, The Hartford Page 4 of 9 IX. EXTENDED REPORTING PERIOD Solely with respect to all Liability Coverage Parts: (A) If any Liability Coverage Part is cancelled or non -renewed for any reason other than non-payment of premium, the Insureds shall have the right to elect an extension of time to report Claims under such Liability Coverage Part (the "Extended Reporting Period"). (B) To elect the Extended Reporting Period, the Insureds shall send a written notice of election of the Extended Reporting Period to the Insurer together with the premium therefor. The right to elect the Extended Reporting Period shall end unless the Insurer receives such notice and premium within sixty (60) days of cancellation or non -renewal. There shall be no right to elect the Extended Reporting Period after such time. (C) The premium for the Extended Reporting Period shall be that percentage specified in ITEM 9 of the Declarations of the sum of the original annual premium plus the annualized amount of any additional premium charged by the Insurer during the Policy Period. Such premium shall be deemed fully earned at the inception of the Extended Reporting Period (D) The Extended Reporting Period shall be for the duration specifiedeclarations following the end of the Policy Period. (E) Coverage during the Extended Reporting Period shall apply Kb ms made during the Extended Reporting Period for Wrongful Acts occurring prior to the earlier of the end of the Policy Period or the time of any transaction described in Section XIV. CHANGES IN EXPOSURE, (C) Takeove_ roof Named Entity. No coverage shall apply for any Wrongful Act occurring after such time. (F) (G) There is no separate or additional Limit of Liar If during the Extended Reporting Perioditrur subsequent to any applicable Retroactiybiate notice of such Wrongful Act is give anticipating such a Claim, the n the alleged injuries or damag first became aware of the Wro r and a nded Reporting Period. n_♦ st become aware of a Wrongful Act which occurred on or y reasonably be expected to give rise to a Claim, and if written e Jeer during the Extended Reporting Period, including the reasons for and da f the Wrongful Act, the identity of the Insureds allegedly involved, stained, the names of potential claimants, and the manner in which the Insureds ul Act, then any Claim subsequently made which arises from such Wrongful Act shall be deemed to be a Claim first made during the Extended Reporting Period, and therefore subject to the terms and conditions of this Policy, including, without limitation, Section VII.,DEFENSE AND SETTLEMENT of these Common Terms and Conditions and the reporting requirements set forth in the NOTICE OF CLAIM found in the applicable Liability Coverage Part, on the date that the Insurer receives the above notice. (H) Retiree extended reporting period for a sole proprietor If you are a sole proprietor and have been continuously insured for professional liability coverage with a member of the Hartford Financial Services Group, Inc. group of companies for three or more full consecutive years, an unlimited extended reporting period will be provided without additional charge if you: (1) Cancel or fail to renew this policy due to your retirement from the accounting profession within the policy period; and (2) Cease the performance of all professional accounting services covered by this policy; and (3) Are fifty-five (55) years of age or older: (4) You must notify us in writing if this coverage is desired within sixty (60) days after the termination of the policy. This retirement extended reporting period does not apply to claims that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such claims. CP 00 H003 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 5 of 9 X. INTERRELATIONSHIP OF CLAIMS Solely with respect to all Liability Coverage Parts: All Claims based upon, arising from or in any way related to the same Wrongful Act or Interrelated Wrongful Acts shall be deemed to be a single Claim for all purposes under this Policy first made on the earliest date that: (A) any of such Claims was first made, regardless of whether such date is before or during the Policy Period; (B) notice of any Wrongful Act described above was given to the Insurer under this Policy pursuant to the section titled NOTICE OF CLAIM found in the applicable Liability Coverage Part; or (C) notice of any Wrongful Act described above was given under any prior management liability, professional liability or errors and omissions insurance policy if such notice is accepted under such other policy. XI. ALLOCATION With respect to all Liability Coverage Parts: Where Insureds who are afforded coverage for a Claim incur an amo sisting of both Loss that is covered by this Policy and also loss that is not covered by this Policy because such ncludes both covered and uncovered matters, then coverage shall apply as follows: 0 (A) with respect to a covered Claim for which the Insurer pakSie duty to defend: (1) 100% of the Insured's Defense Costs shall jagall>!,catgovered Loss; and 11 CCU\ (2) All other Loss shall be allocated betwe and non -covered loss based upon the relative legal exposure of all parties to such matter (�� vv XII. OTHER INSURANCE 0... (�J (‘' �/ If Loss arising from any Claim is r8d under ^iy other valid and collectible policy or policies, then this Policy shall apply only in excess of the amou ny deductibles, retentions and limits of liability under such other policy or policies, whether such other policy or polici are stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy or policies to this Policy's Policy Number. Any payments made under any such policy(ies) will serve to offset any applicable retention amounts set forth in the Declarations. XIII. CANCELLATION (A) The Insurer may cancel this Policy for non-payment of premium by sending not less than 10 days notice to the Named Entity. This Policy may not otherwise be cancelled by the Insurer. (B) Except as provided in Section XIV. CHANGES IN EXPOSURE, (C) Takeover of Named Entity, the Insureds may cancel this Policy by sending written notice of cancellation to the Insurer. Such notice shall be effective upon receipt by the Insurer unless a later cancellation time is specified therein. (C) If the Insurer cancels this Policy, unearned premium shall be calculated on a pro rata basis. If the Insureds cancel this Policy, unearned premium shall be calculated at the Insurer's customary short rates. Payment of any unearned premium shall not be a condition precedent to the effectiveness of a cancellation. The Insurer shall make payment of any unearned premium which it received from the Insured as soon as practicable. XIV. CHANGES IN EXPOSURE Solely with respect to all Liability Coverage Parts: CP 00 H003 00 0918 21 OH 0671353-24 07/22/2024 © 2018, The Hartford Page 6 of 9 (A) Acquisitions or Created Subsidiaries If, before or during the Policy Period, any Insured Entity acquires or creates a Subsidiary, then such acquired or created entity and its subsidiaries, and any natural persons that would qualify as Insured Persons thereof, shall be Insureds to the extent such entities and persons would otherwise qualify as Insureds under the Liability Coverage Parts, but only for Wrongful Acts occurring after the Effective Time of such acquisition or creation. No coverage shall be available for any Wrongful Act of such Insureds occurring before the Effective Time of such acquisition or creation, or for any Interrelated Wrongful Acts thereto. However, if the fair value of the assets of any such acquired or created entity exceed 35% of the total assets of the Named Entity as reflected in its most recent consolidated financial statements prior to the Effective Time of such acquisition or creation, then the Insureds shall give the Insurer written notice and full, written details of the acquisition or creation as soon as practicable: (1) prior to the expiration or termination date of this Policy; or (2) within ninety (90) days of such acquisition or creation; whichever date is later. There shall be no coverage under anyrenewal or re lacement< this Policyfor anysuch new Subsidiary and its g p rY subsidiaries, and any natural persons that would qualify as Insured Persons thereof, unless the Insureds comply with the terms of this provision. (B) Mergers 9,4„ ti If, before or during the Policy Period, any In Ent rges with another entity such that the Insured Entity is the surviving entity, then such merged ,,�ty nd eugsidiaries, and any natural persons that would qualify as Insured Persons thereof, shall be Ins s toi okent such entities and persons would otherwise qualify as Insureds under the Liability Coverag sAut only for Wrongful Acts occurring after such merger. No coverage shall be available for any Wrongful Act of R Insureds occurring before the Effective Time of such merger or for any Interrelated Wrongful Acts thereto However, if the fair value of the assets of any newly merged entity exceed 35% of the total assets of the Named Entity as reflected in its most recent consolidated financial statements prior to such merger, then the Insureds shall give the Insurer written notice and full, written details of the merger as soon as practicable: (1) prior to the expiration or termination date of this Policy; or (2) within ninety (90) days of such merger; whichever date is later. There shall be no coverage under any renewal or replacement of this Policy for any newly merged entity or any of its subsidiaries, and any natural persons that would qualify as Insured Persons thereof, unless the Insureds comply with the terms of this provision. (C) Takeover of Named Entity If, before or during the Policy Period: (1) the Named Entity merges into or consolidates with another entity such that the Named Entity is not the surviving entity; or CP 00 H003 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 7 of 9 (2) more than 50% of the securities representing the right to vote for the Named Entity's board of directors or managers is acquired by another person or entity, group of persons or entities, or persons and entities acting in concert, then coverage shall continue under the Liability Coverage Parts, but only for Wrongful Acts occurring before the Effective Time of any such transaction. No coverage shall be available for any Wrongful Act occurring after the Effective Time of such transaction. Upon such transaction, this Policy shall not be cancelled and the entire premium for this Policy shall be deemed fully earned. The Insured shall give the Insurer written notice and full, written details of such transaction as soon as practicable if any transaction described herein occurs, then the Insurer will not be obligated to offer any renewal or replacement of this Policy. (D) Loss of Subsidiary Status If, before or during the Policy Period, any entity ceases to be a Subsidiary, then coverage shall be available under the Liability Coverage Parts for such Subsidiary and its Insured Persons, but only for a Wrongful Act of such Insureds occurring before the Effective Time of such transaction. No coverage shall be available for any Wrongful Act of such Insureds occurring after the Effective Time such transaction. XV. SUBROGATION (A) The Insurer shall be subrogated to all of the Insureds' rights very regarding any payment of Loss by the Insurer under this Policy. The Insureds shall execute all pa equired and do everything necessary to secure and preserve such rights, including the execution of any oc ents necessary to enable the Insurer to effectively bring suit in the name of the Insureds. The Insureds do nothing to prejudice the Insurer's position or any potential or actual rights of recovery. (B) Solely with respect to all Liability Coverage P rt�► the 1 r'shall not exercise its rights of subrogation against an Insured Person under this Policy unless yi ct�liisurson has: I (1) obtained any personal profit, remury f1 i or al a. tage to which such Insured Person was not legally entitled; or � au (2) committed a criminal or de if a judgment or other final n act, omission, or violation. XVI. APPLICATION nt act or omission or any willful violation of law, pealable adjudication establishes such personal profit, remuneration, advantage, (A) The Insureds represent that the declarations and statements contained in the Application are true, accurate and complete. This Policy is issued in reliance upon the Application. (B) If the Application contains misrepresentations or misrepresentations that materially affect the acceptance of the risk by the Insurer: (1) no coverage shall be afforded under this Policy for any Insureds who knew on the Inception Date of this Policy of the facts that were so misrepresented, provided that knowledge possessed by any Insured Person shall not be imputed to any other Insured Person (2) knowledge possessed by any principal, partner, chief executive officer, chief operating officer, general counsel, chief financial officer, risk manager, human resources director or any position equivalent to the foregoing of the an Insured Entity, or anyone signing the Application, shall be imputed to all Insured Entities. No other person's knowledge shall be imputed to an Insured Entity. XVII. ACTION AGAINST THE INSURER (A) Solely with respect to all Liability Coverage Parts: CP 00 H003 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 8 of 9 (1) No action shall be taken against the Insurer unless there shall have been full compliance with all the terms and conditions of this Policy. (2) No person or organization shall have any right under this Policy to join the Insurer as a party to any Claim against the Insureds nor shall the Insurer be impleaded by the Insureds in any such Claim. XVIII. ASSIGNMENT Assignment of interest under this Policy shall not bind the Insurer without its consent as specified in a written endorsement issued by the Insurer to form a part of this Policy. XIX. BANKRUPTCY OR INSOLVENCY Bankruptcy or insolvency of any Insureds shall not relieve the Insurer of any of its obligations under this Policy. XX. AUTHORIZATION OF NAMED ENTITY The Named Entity shall act on behalf of all Insureds with respect to all matters under this Policy, including, without limitation, giving and receiving of notices regarding Claims, cancellation election of the Extended Reporting Period, payment of premiums, receipt of any return premiums, and acceptance cony endorsements to this Policy. XXI. CHANGES This Policy shall not be changed or modified except in a wyit#a, ndorsement issued by the Insurer to form a part of this Policy. XXII. ENTIRE AGREEMENT ��® This Policy, including the Declarations, Commo <1Ms ¢dfiditions, included Coverage Part(s), Application and any written endorsements attached hereto, con e fir agreement between the Insureds and the Insurer relating to this insurance. XXIII. NOTICE ADDRESSES (A) All notices to the Insureds steal be sent to the Named Entity at the address specified in Item 1 of the Declarations. (B) All notices to the Insurer shall be sent to the address specified in Item 10 of the Declarations. Any such notice shall be effective upon receipt by the Insurer at such address. XXIV. HEADINGS The headings of the various sections of this Policy are intended for reference only and shall not be part of the terms and conditions of coverage. XXV. REFERENCES TO LAWS (A) Wherever this Policy mentions any law, including, without limitation, any statute, Act or Code of the U.S., such mention shall be deemed to include all amendments of, and all rules or regulations promulgated under, such law. (B) Wherever this Policy mentions any law or laws, including, without limitation, any statute, Actor Code of the U.S., and such mention is followed by the phrase "or any similar law", such phrase shall be deemed to include all similar laws of all jurisdictions throughout the world, including, without limitation, statutes and any rules or regulations promulgated under such statutes. XXVI. COVERAGE TERRITORY Coverage under this Policy applies worldwide. CP 00 H003 00 0918 21 OH 0671353-24 07/22/2024 © 2018, The Hartford Page 9 of 9 The Hartford Premier Choice Professional Liability Policy NOTICE: THE LIABILITY COVERAGE PART PROVIDES CLAIMS MADE COVERAGE. EXCEPT AS OTHERWISE SPECIFIED HEREIN: COVERAGE APPLIES ONLY TO A CLAIM FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD AND WHICH HAS BEEN REPORTED TO THE INSURER IN ACCORDANCE WITH THE APPLICABLE NOTICE PROVISIONS. COVERAGE IS SUBJECT TO THE INSURED'S PAYMENT OF THE APPLICABLE RETENTION. PAYMENTS OF DEFENSE COSTS ARE SUBJECT TO, AND REDUCE, THE AVAILABLE LIMIT OF LIABILITY. PLEASE READ THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. MEDIA SERVICES PROFESSIONAL LIABILITY COVERAGE PART I. INSURING AGREEMENTS (A) Professional Liability The Insurer shall pay Loss on behalf of the Insureds resulting from a Professional Services Claim first made against the Insureds during the Policy Period or Extended Reporting Period, if applicable, for a Professional Services Wrongful Act (which occurred subsequent to the Retroactive Date) the Insureds or by any person for whose Professional Services Wrongful Acts the Insureds are legal! nsible. (B) Personal Injury Liability The Insurer shall pay Loss on behalf of the Insureds4, ngfkm a Personal Injury Claim first made against the Insureds during the Policy Period or Extended Reporting rif applicable, for a Personal Injury Wrongful Act (which occurred subsequent to the Retroactive Date) by t Q ureds or by any person for whose Personal Injury Wrongful Acts the Insureds are legally responsible; or, OD' (C) Personally Identifiable Information ' it y 5100, The Insurer shall pay Loss on be he In ur ds resulting from a Personally Identifiable Information Claim first made against the Insureds dur y the Policy Period or Extended Reporting Period, if applicable, for a Personally Identifiable Information Wr ul Act (which occurred subsequent to the Retroactive Date) by the Insureds or by any person for whose Pers ' nally Identifiable Information Wrongful Acts the Insureds are legally responsible. II. EXTENSIONS (A) Disciplinary Proceedings Coverage Notwithstanding any other provisions of this Policy, but subject to all terms and conditions of this Policy, we shall pay Defense Costs (but not Damages) incurred for defending a proceeding first brought against an Insured during the Policy Period before a regulatory or governmental disciplinary official or agency alleging professional misconduct in the rendering of or failure to render Professional Services up to a maximum payment by us, regardless of the number of proceedings brought by a regulatory or disciplinary official or agency, of $25,000 per Policy Period. This amount will not be included within (and shall not serve to reduce) the Limits of Liability and is not subject to any retention obligation of the Insured. In order to receive coverage under this provision, the Insured must give us written notice within thirty (30) days of receipt of any regulatory or disciplinary allegation made against any Insured and said receipt must occur after the Inception Date of this policy. (B) Supplementary Payments Notwithstanding any other provisions of this Policy, but subject to all terms and conditions of this Policy, we shall pay reasonable and necessary non Defense Cost expenses incurred with our prior written consent by an Insured in the investigation or litigation of any Claim, including actual loss of earnings up to $500 a day for each Insured CP 00 H420 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 1 of 8 because of time off from work, subject to a limit of $10,000 for each Insured Person and subject to a maximum limit of $25,000 per Policy Period. This amount will not be included within (and shall not reduce) the Limits of Liability. (C) Subpoena Assistance Coverage If during the Policy Period the Insured receives a subpoena for documents or testimony as a fact witness arising from a Professional Services Wrongful Act which occurred on or after the Retroactive Date and the Insured requests our assistance then we will appoint an attorney to represent the Insured regarding the production of documents, to prepare the Insured for sworn testimony, and to represent the Insured at their deposition provided that: ▪ The subpoena arises out of a lawsuit to which the Insured is not a party and ▪ The Insured has not been engaged to provide advice or testimony in connection with the lawsuit and the Insured has not been engaged to provide such advice or testimony in the past Regardless of the number of subpoenas received or the number of individuals receiving subpoenas, the maximum limit for this coverage is $25,000 per Policy Period. This amount will not be included in (and shall not serve to reduce) the Limits of Liability. III. DEFINITIONS The following terms, whether used in the singular or plural, shall hav jeanings specified below: or • "Advertising" means materials created for a Client Entityc the purpose of publicity, branding, promotion or S` i1?‘ doi(T!Pctronic format, that are independent of and separate endorsing. Advertising does not include: (1) Films for theatrical release or television progr (2) Books or periodical publications, whether from Advertising for Client Entity(ies).v ,. • "Advertising Agency Services" mean clic-srnlieding advice, regarding the broadcast, display, dissemination, distribution or creation of Content Agency Services does not me internet streaming or other si g, whether over the internet or in another medium. Advertising e oper. . `of a radio station, television station, cable system, broadband or roadcast or digital operations. • "Client Entity(ies)" means any individual, partnership, corporation or limited liability company, other than those that qualify as Insureds under this Policy, to whom the Insured provides Professional Services for a fee. • "Claim" means any Professional Services Claim, Personal Injury Claim or any Personally Identifiable Information Claim. • "Computer System(s)" means the following if leased or owned by Insured, Client Entity(ies) or operated on their behalf by a third party service provider: computers, input and output devices, network devices and equipment, peripheral devices, storage devices, back-up facilities, mobile devices, and associated computer programs, software and applications, including cloud -based computer programs, software and applications. • "Content" means data or information in the form of words, numbers, sounds, images or graphics, in electronic, print or broadcast format. Content does not include: (1) Films or programs for theatrical, broadcast, streaming or internet release. (2) Books or periodical publications, whether printed or in electronic format, that are independent of and separate from Advertising for Client Entity(ies). • "Damages" means the amounts, other than Defense Costs, that the Insureds are legally liable to pay solely as a result of a Claim covered by this Liability Coverage Part, including: (1) compensatory damages; (2) settlement amounts; CP 00 H420 00 0918 21 OH 0671353-24 07/22/2024 © 2018, The Hartford Page 2 of 8 (3) pre- and post -judgment interest; (4) costs awarded pursuant to judgments; (5) punitive and exemplary damages; (6) the multiple portion of any multiplied damage award; (7) claimant's attorney fees awarded by a court. However, Damages shall not include: (a) taxes, fines or penalties imposed by law; (b) equitable, injunctive or other non -monetary relief; (c) any other matters uninsurable pursuant to any applicable law; provided, however, that with respect to punitive and exemplary damages or the multiple portion of any multiplied damage award, the insurability of such damages shall be governed by the internal laws of any applicable jurisdiction that most favors coverage of such damages; or (d) any restitution, reduction, or set off of any fees, other consideand/or expenses paid to or charged by an Insured for Professional Services. • "Graphic Designer Services" means services including a distribution or creation of Content or Advertising by a medium. Graphic Designer Services does not mean t,M broadband or internet streaming or other similar broad(ast or • "Insured Person" means any: • "Insured(s)" means any: (1) Insured Entity; (2) Insured Person; , regarding the broadcast, display, dissemination, Designer, whether over the internet or in another n of a radio station, television station, cable system, I operations. (1) any person who was, is now, or here c•'eincipal, partner, officer, director, employee, or principal shareholder of the Insured Entity, to y if cl+erson was performing Professional Services on behalf of an Insured Entity at the time of h, ge VISr tSgful Act or Personal Injury; QQ P (3) any Predecessor Firm(s) provided a request for such coverage is made to us and approved in writing by us prior to the inception of such coverage. • "Insured's Product" means any product created, manufactured, distributed or sold by, or at the direction of any Insured in connection with Professional Services. • "Marketing Consultant Services" means managing marketing communication, including branding strategy, focus group studies, digital marketing services, market research, marketing consulting, and business communication. • "Media Consultant Services" means managing press and public relations, including media buying. • "Media Services" means services, including advice provided to a Client Entity(ies) regarding the broadcast, display, dissemination, distribution, or creation of Content or Advertising, whether over the internet or in another medium through Advertising Services, Marketing Consultant Services, Media Consultant Services or Graphic Designer Services. Media Services does not mean the operation of a radio station, television station or cable system. • "Personal Injury" means injury, other than bodily injury, arising out of one or more of the following actual or alleged acts, errors or omissions committed in the performance or failure to perform Professional Services: (1) false arrest, detention or imprisonment; (2) abuse of process or malicious prosecution; CP 00 H420 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 3 of 8 (3) wrongful eviction from, wrongful entry into, or the invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord or lessor; or (4) the publication or utterance of a libel or slander or other defamatory or disparaging material; or publication or utterance in violation of an individual's right of privacy; or use of the name or likeness of a person in violation of an individual's right to publicity. • "Personal Injury Claim" means: (1) a written demand seeking monetary damages or other civil non -monetary relief against an Insured for a Personal Injury Wrongful Act; (2) a civil proceeding, including an arbitration or other alternative dispute proceeding, commenced by the service of a complaint, filing of a demand for arbitration, or similar pleading against an Insured for a Personal Injury Wrongful Act; or (3) a request received by an Insured to toll or waive the statute of limitations or other bars against the filing or maintenance of a lawsuit or arbitration proceeding seeking Damages against, or services from, an Insured • "Personal Injury Wrongful Act" means an actual or alleged negligent act, error or omission committed in the performance of or the failure to perform Professional Services. • "Predecessor Firm" means any firm disclosed to us which has %gone dissolution and to who's financial assets and liabilities the Named Entity is the majority successor in ` t provided such firm is listed in the Predecessor Firm Endorsement attached to this Policy. • "Professional Services" means Media Services per yr'AeQ by ire Insured, in the ordinary conduct of its profession, for Client Entity(ies) for a fee. _ c • "Professional Services Claim" means: ® ` 10 (1) a written demand seeking monetary ha ; other civil non -monetary relief against an Insured for a Professional Services Wrongful Acc (2) a civil proceeding, including complaint, filing of a dema Wrongful Act; or (3) ratio Ither alternative dispute proceeding, commenced by the service of a or arbitration, or similar pleading against an Insured for a Professional Services a request received by an Insured to toll or waive the statute of limitations or other bars against the filing or maintenance of a lawsuit or arbitration proceeding seeking Damages against, or services from, an Insured. • "Professional Services Wrongful Act" means an actual or alleged negligent act, error or omission in the performance of or the failure to perform Professional Services. Professional Services Wrongful Act does not include a Personal Injury Wrongful Act or a Personally Identifiable Information Wrongful Act. • "Retroactive Date" means the date specified in the Declarations, or in any endorsement attached to this Policy, on or after which the Wrongful Act must have occurred in order for any Claim or any notification given to us pursuant to V. NOTICE OF CLAIM to be covered under this Policy. • "Personally Identifiable Information" means the personally identifiable information (as personally identifiable information is defined by applicable law or regulation) of a Client Entity(ies). • "Personally Identifiable Information Claim" means: (1) a written demand seeking monetary damages or other civil non -monetary relief against an Insured; (2) a civil proceeding, including an arbitration or other alternative dispute proceeding, commenced by the service of a complaint, filing of a demand for arbitration, or similar pleading against an Insured; or (3) a request received by an Insured to toll or waive the statute of limitations or other bars against the filing or maintenance of a lawsuit or arbitration proceeding seeking Damages against, or services from, an Insured. CP 00 H420 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 4 of 8 • "Personally Identifiable Information Wrongful Act" means an actual or alleged negligent failure to safeguard the personally identifiable information of a Client Entity(ies), which is in the possession of the Insured, committed in the performance of or the failure to perform Professional Services. • "Wrongful Act" means any actual or alleged: (1) Professional Services Wrongful Act (2) Personal Injury Wrongful Act (3) Personally Identifiable Information Wrongful Act IV. EXCLUSIONS APPLICABLE TO ALL INSURING AGREEMENTS (A) The Insurer shall not pay Loss: (1) In connection with any Claim based upon or arising from any bodily injury, sickness, disease, emotional distress, mental anguish, or death of any person, or damage to or destruction of any tangible property, including loss of use or diminution of value thereof; provided, however, that this exclusion shall not apply to any actual or alleged emotional distress, or mental anguish caused by Personal Injury; (2) in connection with any Claim based upon, arising from, or in anray related to any: (3) (a) discharge, dispersal, release, or escape of Pollutants,y threat of such discharge, dispersal, release or escape; or (b) direction, request or voluntary decision to test f r te, monitor, clean up, remove, contain, treat, detoxify 14 or neutralize Pollutants; in connection with any Claim based upon demand, suit or proceeding against any Declarations or the same or any subst demand, suit or proceeding; fr• cVin any way related to any prior or pending written e applicable Prior or Pending Date in ITEM 8 of the of.'t, circumstance or situation underlying or alleged in such (4) in connection with any Claim ba upo rl ing from, or in any way related to any fact, circumstance or situation that, before the Inception D ITEM he Declarations, was the subject of any notice given under any other errors and omissions, pr onal liability or cyber liability insurance policy of which this Liability Coverage Part is a direct or indirect rene a or replacement; (5) in connection with any Claim based upon, arising from, or in any way related to the liability of others assumed under any contract or agreement, including any warranty or guarantee, provided that this exclusion shall not apply to liability: (a) that would have been incurred in the absence of such contract or agreement; or (b) Claims alleging negligent performance of Professional Services. (6) of an Insured, based upon, arising from, or in any way related to (a) the gaining of any personal profit, remuneration or financial advantage to which such Insured is not legally entitled if a judgment or other non -appealable final adjudication in the underlying action establishes that such a gain did occur; (b) of an Insured, based upon, arising from, or in any way related to any intentional Wrongful Act or any deliberately fraudulent act or omission or any willful violation of law by such Insured if a judgment or other non -appealable final adjudication in the underlying action establishes such an act, omission or violation; or (c) in connection with any Claim based upon, arising from, or in any way related to any actual or alleged criminal acts or actions. CP 00 H420 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 5 of 8 (7) In connection with any Claim made, directly or indirectly, by or on behalf of, or with the assistance of, a former or present Insured. (8) In connection with any Claim based upon, arising from or in any way related to Professional Services performed for or on behalf of any organization if, at any time when those services were performed, the organization was or was intended to be: (9) (a) directly or indirectly controlled, operated or managed by an Insured; or (b) owned by an Insured, or by a spouse of any Insured, in a percentage which exceeds: (i) five (5) percent of the issued and outstanding voting stock of the shares of a publicly traded organization; or (ii) ten (10) percent of the legal and/or equitable ownership of organization in connection with any Claim based upon, arising from, or in any way related to the actual or alleged discrimination, humiliation, harassment or misconduct by an Insured because of race, creed, color, age, gender, sexual preference or orientation, national origin, religion, disability, handicap, marital status or any other class protected under federal, state, local or other law. (10)In connection with any Claim made, directly or indirectly, ehalf of any employee, former employee of an Insured or applicant for employment. (11)In connection with any Claim based upon, arising fro,0 in any way related to the performance or failure to perform any services other than a Professional §ei46. 14 (12)In connection with any Claim based upon, any way related to the actual or alleged (a) loss or misuse of an Insureds fundsets (b) loss or misuse of a Client Enti ) funoraassets I (c) loss or misuse of any other y's or assets (13)In connection with any C based upon, arising from, or in any way related to any actual or alleged: (a)antitrust activities (b) unfair trade practices (c) violation of any consumer protection laws (14)In connection with any Claim based upon, arising from, or in any way related to the actual or alleged misappropriation of advertising ideas, style of doing business or trade secrets, service mark or infringement or violation of copyright, patent, trademark or any other intellectual property rights or laws by an Insured. (15)In connection with any Claim based upon, arising from, or in any way related to the actual or alleged (a) sending of information by fax, text, email, or by any other means, where prohibited by law; or (b) telephone calls using an auto dialer or other automated system, or by any other means, where prohibited by law (16)In connection with any Claim based upon, arising from, or in any way related to the actual or alleged negligent act, error or omission committed in connection with the performance or failure to perform Professional Services which results in or from any of the following: CP 00 H420 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 6 of 8 (a) the transmission of corrupting or harmful software code, including but not limited to, computer viruses, Trojan Horses, worms, spy -ware or malware; (b) the gaining of access to a person or entity's information utilized in e-commerce, e-mail and file transfers, by any person who is not authorized to gain such access. (c) the unauthorized access or unauthorized use of a person or entity's Computer System; (d) except for the coverage provided by Insuring Agreement I (C), Personally Identifiable Information Liability, the unauthorized access or unauthorized use of an Insured's Computer System; (e) except for the coverage provided by Insuring Agreement I (C), Personally Identifiable Information Liability, the unauthorized disclosure of nonpublic Personally Identifiable Information. (17)In connection with any Claim based upon, arising from, or in any way related to the actual or alleged Wrongful Act which first occurred prior to the Retroactive Date. (18)In connection with any liability assumed by an Insured under an indemnity, hold harmless or liquidated damages provision or similar provisions or agreements, but this exclusion does not apply to liability an Insured would have in the absence of such agreements. (19)In connection with any Claim based upon, arising from, or i ay related to any Insured making: (a) warranties or guarantees of the future value of inv s; or (b) warranties or guarantees of potential sales, e r s, profitability, or economic value. (20)In connection with any Claim based upon, ncffro • n any way related to any Claim brought by or on behalf of: the American Society of Composgrublishers (ASCAP); the Society of European Stage Authors and Composers; Broadcast MusgC.; or • ;.ether licensing or rights organization. (21)In connection with any Claim base • n, ari>Fii� om, or in any way related to any return, restitution or set off of any profits, fees, costs, charg -xpes aid to or charged by any Insured. ed uporising from, or in any way related to the cost of correcting any of the urred by or born by any Insured or by any entity working on behalf of the Insured (22)In connection with any Clai Insured's Product which Tf' including without limitation (a) The cost of recall, recovery, shipment, return shipment, reshooting, recreating or reprinting; (b) Determination of or recommendation for any method, materials or costs of corrections; (c) Performance of supervision of services associated with corrections; or (d) Recommendation of another to design, perform or supervise services associated with corrections. (23)In connection with any Claim based upon, arising from, or in any way related to any award, prize, games, sweepstakes, lotteries, contests, coupons or redemption offers, including over -redemptions. V. NOTICE OF CLAIM (A) As a condition precedent to coverage under this Liability Coverage Part, the Insureds shall give the Insurer written notice of any Claim as soon as practicable after an Insured becomes aware of such Claim, but in no event later than: (1) if this Policy expires (or is otherwise terminated) without being renewed with the Insurer, ninety (90) days after the effective date of said expiration or termination; or 90 days after the expiration of the last policy issued by this Insurer as a renewal of this policy, whichever is later: (2) the expiration of the Extended Reporting Period, if applicable. CP 00 H420 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 7 of 8 provided, that if this Policy is cancelled for non payment of premium, the Insured will give to the Insurer written notice of such Claim, prior to the effective date of cancellation. (B) If, during the Policy Period, the Insureds first become aware of a Wrongful Act that may reasonably be expected to give rise to a Claim, and, if written notice of such Wrongful Act is given to the Insurer during the Policy Period, including the reasons for anticipating such a Claim, the nature and date of the Wrongful Act, the identity of the Insureds allegedly involved, the alleged injuries or damages sustained, the names of potential claimants, and the manner in which the Insureds first became aware of the Wrongful Act, then any Claim subsequently made which arises from such Wrongful Act shall be deemed to be a Claim first made during the Policy Period, and therefore subject to the terms and conditions of this Policy, including, without limitation, Section VII., DEFENSE AND SETTLEMENT of the Common Terms and Conditions and the reporting requirements set forth in this Liability Coverage Part, on the date that the Insurer receives the above notice. CP 00 H420 00 0918 © 2018, The Hartford 21 OH 0671353-24 07/22/2024 Page 8 of 8 THE HARTFORD IN WITNESS WHEREOF, the Company has caused this policy to by state law, this policy shall not be valid unless countersign Company. ti <CiCecuted and attested, and if required duly authorized representative of the HARTFORD FIRE I Q it€0. HOME OFFICE — HA D, iiik ECTICUT ADMINISTRATIVE OFFICL A' •, CONNECTICUT (A STOCK INSURANCE COIQY '--' R OF THE HARTFORD) �V O A V Q O Q Kevin Barnett, Secretary RN 00 U001 00 0593 ILBP 83 01 11 88 UP 21 OH 0671353-24 07/22/2024 Ross Fisher, President ENDORSEMENT NO:1 This endorsement, effective 12:01 am, 07/22/2024 forms part of policy number 21 OH 0671353-24 issued to: 0 WORLDWIDE LLC by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AGGREGATE RETENTION ENDORSEMENT This endorsement modifies insurance provided under: THE HARTFORD PREMIER CHOICE PROFESSIONAL LIABILITY INSURANCE POLICYsm COMMON TERMS AND CONDITIONS SECTION VI, RETENTION (A) is amended by the addition of the following: The Retention is subject to an aggregate amount of $2,000 for all Claimslstmade and reported to us during the Policy Period. All other terms and conditions remain unchanged.^O V (1‘)1( ® OV V qr/5' O Ross Fisher, President CP 00 H013 00 0918 © 2018, The Hartford Page 1 of 1 This endorsement, effective 12:01 am, 07/22/2024 of policy number 21 OH 0671353-24 issued to: 0 WORLDWIDE LLC by: HARTFORD FIRE INSURANCE CO. ENDORSEMENT NO:2 forms part THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under: THE HARTFORD PREMIER CHOICE PROFESSIONAL LIABILITY INSURANCE POLICYsm Section II. COMMON DEFINITIONS, Application, is deleted and replaced with the following: • "Application" means the application for this Policy, including an materials or written information submitted therewith or made available to the Insurer during the underwri 'rocess, or (ii) representation or other written statement provided to the Insurer, which application shall be o. ` - ith the Insurer. Such Application shall be deemed a part of this Policy and attached hereto. In addition, As. on includes any representation or other statement provided to us in connection with any policy of which t..i P jicy is a renewal or replacement. Section II. COMMON DEFINITIONS, Pollutants, is del�t�nd r- g �d with the following: • "Pollutants" means any solid, liquid, - s Ith"rmal irritant, nuisance or contaminant, including, without limitation, smoke, vapor, soot, fumes .... alk li , chemicals, odors, noise, lead, oil or oil product, radiation, asbestos or asbestos -containing pr• •', - ash ny electric, magnetic or electromagnetic field of any frequency. Waste includes, without limitatio ea -rial recycled, reconditioned or reclaimed. Pollutants also means any substance located anywhere i e " orld ide7ffified on any applicable list of hazardous substances issued by any federal agency (including, no sively, Environmental Protection Agency) or anystate, count municipality or g Y( g� Y� g Y) Y� p Y locality or counterpart thereof, r any foreign equivalent thereof. • "Asbestos Hazard" means an actual exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. Section VI. RETENTION, paragraph (E), is deleted and replaced with the following: (E) If the Insured, with the approval of the Insurer, agrees to resolve a covered Claim through binding arbitration, non - court ordered mediation, or other similar alternative dispute resolution process, the applicable retention amount will be reduced by 50% up to a maximum of $25,000. Section VII. DEFENSE AND SETTLEMENT is amended to include the following: • TIMELY PAYMENT OF SETTLEMENT Upon the written agreement between the Insured and the Insurer to the settlement of a Claim in the State of Florida, the Insurer shall tender payment according to the terms of the settlement agreement no later than twenty (20) days after such settlement is finalized; provided, however, that the tender of payment may be conditioned upon execution by the Insured of a release mutually agreeable to the Insurer and the claimant, but if the payment is not tendered within twenty (20) days, or such other date as the agreement may provide, it shall bear interest at a rate of twelve (12) CP 09 H004 00 0918 © 2018, The Hartford Page 1 of 2 ENDORSEMENT NO: 2 percent per year from: (i) the date of the agreement or (ii), if the tender of payment is conditioned upon the execution of a release, the date the executed release is tendered to the Insurer, whichever is later. • PAYMENT OF JUDGMENT AGAINST INSURER Every judgment or decree for the recovery of money entered in any of the courts of the State of Florida against the Insurer shall be fully satisfied within sixty (60) days from and after the entry thereof or, in the case of an appeal from such judgment or decree, within sixty (60) days from and after the affirmance of the same by the appellate court. Section XIV. CHANGES IN EXPOSURE, paragraph (C), is deleted and replaced with the following: (C) Takeover of Named Entity If, before or during the Policy Period: (1) the Named Entity merges into or consolidates with another entity such that the Named Entity is not the surviving entity; or (2) more than 50% of the securities representing the right to v managers is acquired by another person or entity, group o in concert, the Named Entity's board of directors or ns or entities, or persons and entities acting then coverage shall continue under the Liability Covere. rts, but only for Wrongful Acts occurring before the Effective Time of any such transaction. No covera bewailable for any Wrongful Act occurring after the Effective Time of such transaction. Upon such n ction)(Policy shall not be cancelled. The Insured shall give the Insurer written notice and full, written of snsaction as soon as practicable If any transaction described herein occurs, then the Insurer willto offer any renewal or replacement of this Policy. I Section XVII. Action Against the Insurer, (A), laced with the following: (A) Solely with respect to all Liabilit (1) No action shall be taken conditions of this Policy. st the Insurer unless there shall have been full compliance with all the terms and (2) No person or organization shall have any right under this Policy to join the Insurer as a party to any Claim against the Insureds nor shall the Insurer be impleaded by the Insureds in any such Claim. All other terms and conditions remain unchanged. Ross Fisher, President CP 09 H004 00 0918 © 2018, The Hartford Page 2 of 2 ENDORSEMENT NO:3 This endorsement, effective 12:01 am, 07/22/2024 forms part of policy number 21 OH 0671353-24 issued to: 0 WORLDWIDE LLC by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA AMENDATORY ENDORSEMENT (COVERAGE PART) This endorsement modifies insurance provided under: THE HARTFORD PREMIER CHOICE PROFESSIONAL LIABILITY INSURANCE POLICYsm The Advertising Agency PROFESSIONAL LIABILITY COVERAGE PART,mended as follows: Section III. DEFINITIONS, the definition of "Damages" is amended to inhe following: This Policy does not provide coverage for punitive or exemdamages in the State of Florida; however, Damages shall also include: i. vicarious liability for punitive or exemplary da%esincr,[eiy the Insured, but only to the extent that this Policy is construed by a court of competent juris ii. punitive or exemplary damages, b jurisdiction other than Florida tha Policy and is most favorable to of competent jurisdiction, or All other terms and conditions remain itration panel, pursuant to Florida law; or ent (i) such damages are insurable under the law of any I relationship to the Insured, the Claim, the Insurer, or this jttoTsuch damages, and (ii) that this Policy is construed by a court el, pursuant to the laws of any jurisdiction other than Florida. Ross Fisher, President CP 09 H010 00 0918 © 2018, The Hartford Page 1 of 1 ENDORSEMENT NO:4 This endorsement, effective 12:01 am, 07/22/2024 forms part of policy number 21 OH 0671353-24 issued to: by: O WORLDWIDE LLC HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA CANCELLATION AND NONRENEWAL ENDORSEMENT Wherever used in this endorsement: 1) "Insurer" means the insurance company which issued this policy; and 2) "Insured" means the Name of Insured, Name of Company, Name of Partnership, Parent Company, Name of Insured Plan or Trust, Name of Insured Entity, Named Entity, Named Real Estate Investment Trust(s), Name of Sponsor Company or Insured stated in ITEM A or ITEM 1 of the Declarations Page. The Cancellation provision of this Policy is deleted and replaced by the follow NOTICE OF CANCELLATION A. The Insured shown in the Declarations may cancel this Polic ailing or delivering to the Insurer advance written Notice of Cancellation stating when thereafter such cancellat_, __ all be effective. ®V �s�fr Lebsl B. Cancellation by the Insurer: 1. Cancellation for Policies in Effect Ninet' I If this Policy has been in effect ninety (9 or ache Insurer may cancel this Policy by mailing or delivering to the Insured written notice of cancellati r co pied by the reasons for cancellation, at least: a. ten (10) days before the effq<2 date of lncellation if the Insurer cancels for nonpayment of premium; or b. twenty (20) days before the effective date of cancellation if the Insurer cancels for any other reason, except the Insurer may cancel immediately if there has been: (1) a material misstatement or misrepresentation; or (2) a failure to comply with underwriting requirements established by the Insurer. 2. Cancellation for Policies in Effect for More Than Ninety (90) days If this Policy has been in effect for more than ninety (90) days, the Insurer may cancel this Policy only for one or more of the following reasons: a. nonpayment of premium; b. this Policy was obtained by a material misstatement; c. failure to comply with underwriting requirements established by the Insurer within ninety (90) days of the effective date of coverage; d. a substantial change in the risk covered by this Policy; or e. when cancellation is for all Insureds under such policies for a given class of insureds. HR 09 H001 02 1111 © 2011, The Hartford Page 1 of 2 ENDORSEMENT NO: 4 3. If the Insurer cancels this Policy for any of the reasons cited in above paragraph 2, the Insurer will mail or deliver to the Insured written notice of cancellation, accompanied by the reasons for cancellation at least: a. ten (10) days before the effective date of cancellation if cancellation is for nonpayment of premium; or b. forty-five (45) days before the effective date of cancellation if cancellation is for the reasons stated in Paragraphs 2 (b), (c), (d), or (e) above. C. If this Policy is cancelled by the Insured, the Insurer shall return 90% of the pro rata unearned premium. If this Policy is cancelled by the Insurer, the Insurer shall retain the pro rata proportion of the premium hereon. D. Upon cancellation of the Policy by the Insured or the Insurer, return of the gross unearned premium will be mailed within fifteen (15) working days after the effective date of cancellation. Unless payment of the amount of premium is affirmatively requested by the Insured, the Insurer need not return any amount of $5.00 or less. The following provisions are added: NOTICE OF NON -RENEWAL If the Insurer decides not to renew this Policy the Insurer will mail or delive o the Insured written Notice of Nonrenewal, accompanied by the reason for non -renewal, at least forty-five (45) days pfi the expiration date or anniversary date of this Policy. METHOD OF NOTIFICATION All other terms and conditions remain unchanged. O Any notice of cancellation or non -renewal will be mailed or delivr the Insured's last mailing address known to the Insurer. If notice is mailed, proof of mailing will be sufficient proof o otil�e.ii�V O r))51/ QQ�o 1� Ross Fisher, President HR 09 H001 02 1111 ©2011, The Hartford Page 2 of 2 ENDORSEMENT NO: 5 This endorsement, effective 12:01 am, 07/22/2024 forms part of policy number 21 OH 0671353-24 issued to: 0 WORLDWIDE LLC by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND MAILING ADDRESS FOR NOTICE ENDORSEMENT FLORIDA I. Notice of Claim or Wrongful Act A. A notice of any Claim or Wrongful Act shall be given in writing ollowing: The Hartford O Hartford Financial Lines One Hartford Plaza Hartford, CT 06115 ` O 9/1)4' HFPCIaims@thehartford.com _ `<v , V Fax: (917) 464-6000 �1 O 4 ('1J 4/4CL B. Where it is stated in the policy • larationge that a notice of any Claim or Wrongful Act shall be given in writing to The Hartford, Hartfe • ` laza, Hartford CT 06115, it shall be deleted and replaced with the following: Notice of any Claim or Wrongful Act shall be given in writing to the following: II. All Other Notices A. All notices other than a notice of Claim or Wrongful Act shall be given in writing to the following: The Hartford Hartford Financial Lines One Hartford Plaza Hartford, CT 06115 HFPExpress@thehartford.com Fax: (866) 586-4550 HG 09 H009 01 0614 © 2014, The Hartford Page 1 of 2 ENDORSEMENT NO: 5 B. With the exception of notice of a Claim or Wrongful Act, where it is stated in the policy or declarations page that a notice shall be given in writing to The Hartford, Hartford Plaza, Hartford CT 06115 shall be deleted and replaced with the following: All notices other than a notice of Claim or Wrongful Act shall be given in writing to the following: The Hartford Hartford Financial Lines One Hartford Plaza Hartford, CT 06115 HFPExpress@thehartford.com Fax: (866) 586-4550 All other terms and conditions remain unchanged. Ross Fisher, President HG 09 H009 01 0614 © 2014, The Hartford Page 2 of 2 THE HARTFORD IMPORTANT NOTICE TO POLICYHOLDERS WITH PREMISES OR OPERATIONS IN FLORIDA Florida Insurance Guaranty Association Companies writing property and casualty insurance business in Florida are required to participate in the Florida Insurance Guaranty Association (FIGA). The Florida Insurance Guaranty Association administers assessments that are necessary for the payment of covered claims. Florida requires companies to surcharge policies to recover these assessments. Your policy includes the following surcharge and will appear as FIGA Assessment Surcharge on the Declarations Page. Failure to pay the surcharge(s) by the policyholder shall be treated as non-payment of premium and will be sufficient cause to cancel the policy. IF YOU HAVE ANY QUESTIONS ABOUT THE FL FIGA SURCHARG HG 09 H146 00 1221 21 OH 0671353-24 07/22/2024 key ASE CONTACT YOUR HARTFORD AGENT. © 2021, The Hartford Page 1 of 1 HR 09 H006 00 0405 NOTICE TO POLICYHOLDERS FLORIDA FOR INFORMATION, OR TO MAKE A COMPLAINT, CALL Customer Relations The Hartford Hartford Plaza V Hartford, CT 0611',V Telephone No. 1 (: I; 51-6944 © 2005, The Hartford Page 1 of 1 THE HARTFOI D U.S. DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the United States. Please read this Notice carefully. The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign polic onomy of the United States. OFAC acts under Presidential national emergency powers, as well as authority gr by specific legislation, to impose controls on transactions and freeze assets under U.S. jurisdiction. OFAC p is s a list of individuals and companies owned or controlled by, or acting for or on behalf of, targeted countries o lists individuals, groups, and entities, such as terrorists and narcotics traffickers designated under programs ountry-specific. Collectively, such individuals and companies are called "Specially Designated Nationals d Ioc rsons" or "SDNs". Their assets are blocked and U.S. persons are generally prohibited from dealingije st can be located on OFAC's web site at — http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is de the benefits of this insurance has violated U contract and all dealings with it must invo contract, no payments nor premium ref u or any other insured, or any person or entity claiming IA or is an SDN, as identified by OFAC, the policy is a blocked an insurance policy is considered to be such a blocked or frozen ay be made without authorization from OFAC. HG 00 H129 00 1016 © 2016, The Hartford Page 1 of 1 Producer Compensation Notice You can review and obtain information on The Hartford's producer compensation practices at www.the fgrd.com or at 1-800-592-5717. V F-5267-0 HR 00 H093 00 0207 21 OH 0671353-24 07/22/2024 THE HARTFORD © 2007, The Hartford Page 1 of 1 From: To: Cc: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Carbonell. Aileen Quevedo, Terry; Aviles, Yesenia; Gandarilla, Aimee RE: PROCUREMENT INSURANCE REVIEW FOR ECA 0 WORLD WIDE LLC COI Tuesday, July 23, 2024 6:45:52 AM image003.pnq image004.pnq image005.pnq Good morning Aileen, Nothing further from our end. Please move forward with the COI as presented. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigoy.com "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Monday, July 22, 2024 4:21 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com>; Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR ECA 0 WORLD WIDE LLC COI Frank, This is a for a remote job, what other policies do they need to provide? Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Department of Procurement 444 SW 2nd Avenue, 6FL Office: (305) 416-1922 eFax: (305) 400-5070 Email: aarbonell@miami.gov Website: https://www.miami.gov/Government/Departts- Organizations/Procurement Vendor Registration: https://www.miami.gov/Bs-Licenses/Doing-Business-with- the-City/Register-as-a-City-Supplier-Vendor "Serving, Enhancing, and Transforming our Co Mission: The City of Miami De procure quality goods and management services at th crest � i customer service, pro effQ5 cy, accountability, and mai ing public trust. Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION iP'focurement's mission is to ethically sign, construction and construction for the City, while providing excellent transparency, fairness, competition, The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Gomez Jr., Francisco (Frank) <FGomez(@miamigov.com> Sent: Monday, July 22, 2024 4:07 PM To: Carbonell, Aileen <ACarbonellPmiamigov.com> Cc: Quevedo, Terry <TQuevedoCJmiamigov.com>; Aviles, Yesenia <YAviles( miamigov.com>; Gandarilla, Aimee <AGandarilla3miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR ECA 0 WORLD WIDE LLC COI Hello Aileen, The auto and workers' professional is fine. Has the rest been approved? Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigoy.com i<//1/ CV. ,‘<< (-I"( (<>/ o ti`5' 494( "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonelll@miamigov.com> Sent: Monday, July 22, 2024 3:10 PM To: Gomez Jr., Francisco (Frank) <FGomezl@miamigov.com> Cc: Quevedo, Terry <TQuevedoPmiamigov.com>; Aviles, Yesenia <YAvilesPmiamigov.com>; Gandarilla, Aimee <AGandarillaPmiamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR ECA 0 WORLD WIDE LLC COI Importance: High Good afternoon, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarboneII( miamigov.com Remit W9 to: PurchasingSupplierAdminsPmiamigov.com Website: https://beta.miamigov.com/Government/Departments- Organizations/Procurement r^® V 4c)4 (199/ "Serving, Enhancing, r. arming our Community" CONFIDENTIAL COMMUNICATION, The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, August 9, 2024 8:18 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Reinike-Heinemann, Evelyn Subject: Amendment PSA Expert Consultant 0 Worldwide LLC (matter 24-1247) Attachments: Amendment PSA Expert Consultant 0 Worldwide LLC (matter 24-1247).pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Qunee C;.andarutta Procurement Assistant City of Miami Procurement Department 444 SW 2' Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i