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HomeMy WebLinkAbout24066AGREEMENT INFORMATION AGREEMENT NUMBER 24066 NAME/TYPE OF AGREEMENT HEYDAY MARKETING LLC DESCRIPTION EXPERT CONSULTANT AGREEMENT/PROVIDE CONSULTING SERVICES TO DISTRICT 1 COMMISSION OFFICE/MATTER ID: 22-1423 EFFECTIVE DATE September 16, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/16/2022 DATE RECEIVED FROM ISSUING DEPT. 9/16/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 2D036978-8261-4E0GA12B-62051EB99043 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: HEYDAY MARKETING LLC Department of Procurement 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 YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY): EXPERT CONSULTANT AGREEMENT - HEYDAY MARKETING LLC COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22223 August 12, 2022 Annie Perez, CPPO 1 09:59:15 EDT SIGNATURE: a�..:.7r'.,.., RISK MANAGEMENT August 12, 2022 .58 Ann -Marie Sharper I 10: 01: 34 EDT..: SIGNATURE: Fran Ge.,v) CITY ATTORNEY Matter 22-1423 September 15 , Ac-grip IY1g9§1g?32 DEDgT ned by. SIGNATURE: g(4.—.'1(--)4-2 FIEF90AFOFE04G7.. Larry Spring, CPA 2022 I 11: 56: 32 SIGNATURE: C..Y4f1--- ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER September 15, ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS D2902B91E540... Natasha ColebrooC9k-Willia4ms SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE:pr CITY MANAGER September 15, 20Zu l N17� zu 18 EDT r_Docusb9netl by. SIGNATURE: L I ity, CITY CLERK C September 16, 850CF6C322D042A_. Todd Hannon 2022 1 09:43 56 EDT SIGNATURE: D 5f9netl by E46D7580DCF1458__ PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 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 8/ 11 /2022 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: matter 22-1423: EXPERT CONSULTANT AGREEMENT - HEYDAY MARKETING 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: FlIssue opinion in writing. nPublish 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: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND HEYDAY MARKETING LLC 16th September THIS AGREEMENT ("Agreement") is made and entered into this day of , 2022, effective upon signature ("Effective Date"), by and between the City of Miami, Florida, a Florida municipal corporation ("City"), whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130, and Heyday Marketing LLC, a Florida limited liability company ("Expert Consultant" or "Consultant"), whose address is 141 Sevilla Avenue, Coral Gables, Florida 33143. 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 Office of District 1 Commissioner Alex Diaz de la Portilla ("District 1" or "D1") with the Scope of Services and Compensation Schedule 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 District 1, 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 compensation as specified in Exhibit "A", Subsection C. Compensation. Even if there is, at the discretion of the City, an Amendment to increase the renumeration, in no event shall the total remuneration for all Services exceed One Hundred Twenty Five Thousand Dollars ($125,000.00) per year. The City, in its best interest, reserves the right to request additional related Page 1 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 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 will provide a detailed invoice listing daily work for any billing period and will also report the number of hours worked and tasks completed as enumerated in Exhibit "A" during that period. B. The Expert Consultant employees and subcontractors 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 employees and subcontractors 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 one (1) year with two (2) one (1) year options 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 employees and subcontractors 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. Expert Consultant employees and subcontractors 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 his professional opinion, all other documents, information, materials, reports, and work product developed by the Expert Consultant in Page 2 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 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 its status as 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. Expert Consultant shall further indemnify, save, and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the Services. 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 subcontractor agreements to include a provision that each subcontractor 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 subcontractor under this Agreement. Page 3 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 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 its 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, the W-9, and the Independent Contractor Letter, all attached and incorporated. The Expert Consultant has provided the required independent contractor letter to the Risk Management Department as part of Composite Exhibit "B", 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 whatsoever 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 Page 4 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement's term and following completion of the same, if the Expert Consultant does not transfer the records to the 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 its 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(c�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 (5t") day after being posted or the date of actual receipt, whichever is earlier. Page 5 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 To Expert Consultant: Heyday Marketing LLC ATT: Eduardo Moya 141 Sevilla Avenue Coral Gables, Florida 33143 emoya@heydaymarketinq.com To the Cit City Manager's Office ATTN: Arthur Noriega V, City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Office of District 1 Commissioner Alex Diaz de la Portilla ATTN: Karla Fortuny 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. Each party shall pay its own costs and attorneys' fees. Page 6 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida or the 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 will 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: 2D036978-8261-4E0C-Al2B-62051 EB99043 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: By: Name: Jackie Zayas Title: Public Relations Director "Expert Consultant" HEYDAY MARKETING LLC, a Florida limited liability company By: o Name: Eduardo Moya Title: Owner "City" ATTEST: CITY OF MIAMI, a Florida municipal corporation DocuSigned by: By: Todd Hannon City Clerk DocuSigned by: DocuSigned by: By: l " l�bvi4a. „ ,,.,r.c.,,ebzr._ Arthur Noriega V City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: DocuSignetl by: DS By: O Victor% Mendez (Matter 22-1423) DocuSigned by: By: FraAn.!< Gewit"j Ann -Marie Sharpe City Attorney Risk Management Director Page 8 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 MEMBERS' RESOLUTION OF HEYDAY MARKETING LLC We, the undersigned, constituting the Members of Heyday Marketing LLC (the "Company") and by unanimous written consent in lieu of a meeting, in accordance with all applicable laws, Operating Agreement, and any other appropriate authorities, THEREFORE RESOLVE AS FOLLOWS: 1. Company is authorized to enter into a contract with City Of Miami for the general purposes of business being conducted, all upon such terms and conditions as may be set forth in an agreement between the parties. 2. Unless otherwise specified and restricted within the resolution, any one Director, Owner(s), or Officer of Company is authorized to sign all documents and perform such acts as may be necessary or desirable to give effect to the above resolutions. 3. The Secretary is directed to update the company records with this resolution, as appropriate. 4. This resolution may be executed in counterparts. Facsimile or scanned signatures are binding and are considered to be original signatures. 5. This resolution is adopted on August 15, 2022. Signatures Wr Co -Owner 9-12-2022 Eduardo Moya Date CERTIFICATE OF COMPANY RESOLUTION I, a duly elected and qualified representative of Heyday Marketing LLC, hereby certify that the attached is a true, correct, and complete copy of the resolution that was duly adopted by unanimous written consent of the Members on August 15,2022. I further certify that the aforementioned resolution is now in full force and effect without modification or rescission. ?//a& & y2a91 Co -Owner 9-12-2022 Marfa Fernando Graterol Date DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 INSTRUCTIONS FOR YOUR COMPANY RESOLUTION A company resolution is a document that formally records the important binding decisions of a company's managers, directors, officers, or owners. A good company resolution form is customizable to anticipate any resolutions the company's decision -makers may pass. Below are some helpful explanations of the more common resolutions your company may encounter in its lifespan. Entity Types Corporate resolutions are necessary business documents for corporations, both for -profit and nonprofit. However, corporate resolutions for Limited Liability Companies (LLCs), aka "company resolutions," are not absolutely necessary. An LLC may adopt the forms and procedures of a corporation and use company resolutions to document and evidence its decisions in a more formal manner This will be helpful for banks considering providing financing to the LLC or for the LLC's investors to obtain a transparent understanding of the company. Company Information Enter the company's name exactly as it appears on your articles of incorporation or articles of organization filed, or to be filed, with the state. Resolution Maker A company resolution can be made by the shareholders, board of directors, members, or board of managers depending on the company's entity type. Select the decision -maker for this resolution as appropriate for your company. Resolution Adoption Depending on your company rules and procedures as outlined in the articles of incorporation, bylaws, shareholders agreement, or LLC operating agreement, the decision -maker establishing this resolution may have several methods of passing a resolution. Select the option that describes how these resolutions are being adopted. 1. The resolution could be passed at a meeting that meets quorum. This is where the minimum number of decision -makers that must be present for the meeting to go forward are present and a sufficient number of the decision -makers vote in favor of the resolutions. 2. The resolution could be passed by necessary written consent. This is where a meeting is not necessary because a sufficient number of decision -makers consented in writing to the company to approve the resolution. 3. The resolution could be passed by unanimous written consent. This is where a meeting is not necessary because every decision -maker consented in writing to the company to approve the resolution. DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051EB99043 Adoption Date Enter the date that this resolution is adopted by the company's decision -makers. If the resolution was passed at a meeting that meets quorum, the adoption date is probably the meeting date, unless otherwise specified. If the resolution was passed by written consent, the adoption date may need to anticipate the time lapse that may occur until a sufficient number of necessary decision -makers have signed and returned their consent to pass a resolution. Resolution: Authorize a Contract This resolution authorizes the company officers to enter into a contract with a third party. To complete this resolution, you only need to provide details of the proposed contractor. Certification A certified company resolution is a resolution that has been approved and confirmed to be true and accurate by one or more company authorities such as the Secretary, President, or other officers. A certified company resolution is useful if a bank or other external organization ever requires verification to permit specific actions or powers. DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 Exhibit "A" SCOPE OF SERVICES AND COMPENSATION SCHEDULE A. BACKGROUND: • D1 is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide services to D1. • The Consultant is agreeable to providing such services to D1 on the terms and conditions set out in this Agreement. B. IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, D1 and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: a. Services to be Provided: 1. D1 hereby agrees to engage the Consultant to provide D1 with services (the "Services") consisting of: a. Digital Ad Campaigns (Google & social media) b. Social Media Management & Strategy c. Audience Segmentation d. Digital Content Creation e. Photo/Video Content Shoot f. Online Reputation Management g. Email Marketing h. Public Relations 2. The Services will also include any other tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to D1. C. Compensation For the services rendered by the Consultant, as required by this Agreement, D1 will provide compensation to the Consultant as follows: Retainer Fee for Campaign Management of Seven Thousand Five Hundred Dollars ($7,500.00) Per Month. Retainer Fee will be paid Monthly on the 1st of every month Starting June 2022. Page 9 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 022 Exhibit "B" INSURANCE REQUIREMENTS I. Personal Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Limits of Liability -Split Limits$100,000.00/$300,000.00/$500,000.00 or Combined $300,000.00 Endorsements Required City of Miami listed as an additional insured II. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit OR Provide exemption certificate from the State of Florida, Division of Workers' Compensation, and/or letter indicating the number of employees, including corporate officers. III. Professional Liability/Errors and Omissions Coverage Each Claim General Aggregate Limit Retro Date Coverage included $ 1,000,000.00 $ 1, 000, 000.00 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: Page 10 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 11 of 11 DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 A`oRIJ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/09/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc. 520 Madison Avenue 32nd Floor New York, New York 10022 CONTACT PHON: PHONE (888) 202-3007 FAX (A/C No Ext): (A/C, No): E-MAIL contact@hiscox.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hiscox Insurance Company Inc 10200 INSURED HeyDay Marketing LLC 41 Sevilla Ave Unit 8D Coral Gables, FL 33134 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y P100.121.531.3 02/26/2022 02/26/2023 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE RETED PREMISESO(Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ S/T Gen. Agg. $ A AUTOMOBILE X LIABILITY x SCHEDULED Y P100.121.531.3 02/26/2022 02/26/2023 COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPE r de DAMAGE $ CGL HNOA Limit (per occurrence) $ 1,000,000 UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability Y UDC-5218984-EO-22 08/09/2022 08/09/2023 Each Claim: $1,000,000 Aggregate: $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability retroactive date: 03/01/2015 City of Miami is listed as additional insured on a primary and non contributory basis. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd AVE 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 2D036978-8261-4E0C-Al2B-62051 EB99043 A� D® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/28/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 CONTACT Automatic Data ProcessingInsurance Agency, Inc. NAME: (A/C"no, Ext): 1-800-524-7024 FAX No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hartford Casualty Insurance Company 29424 INSURED HEYDAY MARKETING LLC DBA: HEYDAY MARKETING LLC 141 Sevilla Ave Coral Gables FL 331346006 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 2383729 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. R INSR TYPE OF INSURANCE INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE PREMISESO(Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERM EMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YNN N 1 A N 76WEGAL4NC1 05/04/2022 05/04/2023 PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 100,000 E.L. DISEASE - EA EMPLOYEE $ 100,000 E.L. DISEASE - POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Insured Locations: 141 Sevilla Ave, Coral Gables, FL 33134 CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd AVE 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE / l .11 �tL.�.. ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 2D036978-8261-4E0C Al2B-62051 EB99043 From: Gomez Jr., Francisco (Frank) To: Gandarilla, Aimee Subject: RE: Expert Consultant Agreement Date: Thursday, August 11, 2022 3:01:52 PM Attachments: image003.png imaae006. onq Aimee, The insurance documentation is adequate. Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Thursday, August 11, 2022 2:55 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: RE: Expert Consultant Agreement Frank, Please advise. Thank you, Q%rnee ganda Procurement Assistant City of Miami Department of Procurement Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, September 16, 2022 9:54 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola Subject: Expert Consultant Agreement Heyday Marketing LLC Attachments: Expert Consultant Agreement Heyday Marketing LLC.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, a we candemn& Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 agandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already,a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1