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HomeMy WebLinkAbout24135AGREEMENT INFORMATION AGREEMENT NUMBER 24135 NAME/TYPE OF AGREEMENT 0 WORLDWIDE LLC DESCRIPTION EXPERT CONSULTANT AGREEMENT/SOCIAL MEDIA MANAGEMENT/MATTER I D : 22-2459 EFFECTIVE DATE November 8, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 11/8/2022 DATE RECEIVED FROM ISSUING DEPT. 11/9/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D AL v. CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: 0 WORLDWIDE LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) EXPERT CONSULTANT AGREEMENT WITH 0 WORLDWIDE LLC PURPOSE OF ITEM (BRIEF SUMMARY): COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR23013 November 2, 2022 Annie Perez, CPPO 1 12:39:2,oU., SIGNATURE: a-- 2..,., RISK MANAGEMENT November 2, 2022 �i3YSnau3. YcnWbE_ Ann -Marie Sharpe I 12:46:0,L gi-, SIGNATURE: Frank a„,� p�I� ��pZ�iis4scn3 ktldti 11: 45e:p�ZI EDT SIGNATURE: ''; CITY ATTORNEY matter 22-2459 November 5, 2022VIt ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER November 7, 2022 Larry Spring CPA 9A o4,,_ `34 EST 16: 32:Docusignetl by SIGNATURE:r,,,,, ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER November 7, 2022 Arthur Noriega V I 17:12:16F5T. SIGNATURE: Q 061,; , C CITY CLERK November 8, 2022 Todd Hannon 1 18:20:28 EST SIGNATURE:--`Sg 6��_ �Qsosoo�,ass_ PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BD0C117D IAFI I{SPAT 1 I fp � 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 10/31/2022 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: matter 22-2459 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: nlssue 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 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: "Expert Consultant" or "Worldwide" O WORLDWIDE LLC, a Florida limited liability company By: Name: Title: "City" ALEJANDRA SALAZAR CEO CITY OF MIAMI, DocuSigned byaccccc Florida municipal corporation �oocus�g�ea sr. +mP oo� e v yi B R By: l u Norz Todd Hannon Arthur Noriega V City Clerk City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: DS REQUIREMENTS: �oo��s�g�eo ev w oo��s,g�ea ov. By: By: Fri 6144tA, 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 WORLWIDE 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 bar 17, 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] nvvifoU ALEJANAIS DEL''ALLE SALAZAR HERNANDEZ- MEMBER R MARTINEZ- MEMBER ANGGIE CATHERINE SALAZAR MARTINEZ- MEMBER AN' .111 IL• :TA - MEMBER DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 1 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 1 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BD0C117D 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 MOMPD $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, FL 33014 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 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. 5 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 6 Operating Agreement - 2021 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 030-0 �s 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 Members 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 R 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 L 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 to Operating Agreement - 2021 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 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 Beneficiaries. 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. S LAZA RNANDEZ—MANAGER MEMBER NICO FRANCO MOMPO - MEMBER ALEJAN A Operating Agreement - 2021 iALAZAR HERNANDEZ - MEMBER 12 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D O WORL-Company Records LIY 1 R �� • RTINEZ - MEMBER �'.. I ANA ' ,V V' MATA EMBER WITNESSED BY: Witness Signatur Name: 1 I A rrijs-WSignature Name: IDI (J© CO WC1C1- 13 Operating Agreement - 2021 A DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D JIMMY PATRONIS CHIEF FINANCIAL OFFICER STATE OF FLORIDA DEPARTMENT OF FINANCIAL SERVICES DIVISION OF WORKERS' COMPENSATION * * CERTIFICATE OF ELECTION TO BE EXEMPT FROM FLORIDA WORKERS' COMPENSATION LAW * * NON -CONSTRUCTION INDUSTRY EXEMPTION This certifies that the individual listed below has elected to be exempt from Florida Workers' Compensation law. EFFECTIVE DATE: 10/19/2022 PERSON: ALEJANDRA SALAZAR HERNANDEZ FEIN: 871218324 BUSINESS NAME AND ADDRESS: 0 WORLDWIDE LLC 6175 NW 153RD STREET SUITE 201 HIALEAH, FL 33014 SCOPE OF BUSINESS OR TRADE: Radio or Television Broadcasting Station -All Employees & Clerical, Drivers EXPIRATION DATE: 10/18/2024 EMAIL: ALEJANDRA@CROING.COM IMPORTANT: Pursuant to subsection 440.05(14), F.S., an officer o orporatio who elects exemption from this chapter by filing a certificate of election under this section may not recover benefits or compensation under this chapter. Pursuant to subsection 440.05(12), F.S., Certificates of election to be exempt issued under subsection (3) shall apply only to the corporate officer named on the notice of election to be exempt and apply only within the scope of the business or trade listed on the notice of election to be exempt. Pursuant to subsection 440.05(13), F.S., notices of election to be exempt and certificates of election to be exempt shall be subject to revocation if, at any time after the filing of the notice or the issuance of the certificate, the person named on the notice or certificate no longer meets the requirements of this section for issuance of a certificate. The department shall revoke a certificate at any time for failure of the person named on the certificate to meet the requirements of this section. DFS-F2-DWC-252 CERTIFICATE OF ELECTION TO BE EXEMPT REVISED 08-13 E01613055 QUESTIONS? (850) 413-1609 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D OWORLDW-01 SRIVERA d'ACASPRif, CERTIFICATE OF LIABILITY INSURANCE `� DATE(MM/DD/YYYY) 10/28/2022 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 JAG Insurance Group, LLC 999 Ponce De Leon Blvd Suite 800 Coral Gables, FL 33134 CONTACT NAME: PHONE FAX (A/c, No, Ext): (305) 842-3600 (A/C, No):(305) 842-3600 E-MAILDESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: THE HARTFORD INSURANCE CO INSURED 0 WORLDWIDE LLC 6175 NW 153rd St Miami Lakes, FL 33014 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BYPAID CLAIMS. INSR LTR TYPE OF INSURANCE IADDL NSD SUBR WVD POLICY NUMBER (MM DDIYEFY (iNl/DDIYYYY)POLICY OLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY G `` �) O O [� "1 e EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (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 ;�/v/ ((���++ '' c .. . . „ 1J�, O COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE Q EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (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 A Professional Liabili Professional Liabili X X PLM16661300062 PLM16661300062 10/28/2022 10/28/2022 10/28/2023 10/28/2023 Aggregate Each Claim 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mo e space is required) City of Miami is listed as additional insured with respect to the Professional Liability as required per written contract. CERTIFICATE HOLDER CANCELLATION Cityof Miami I 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: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D From: Gomez Jr., Francisco (Frank) To: Carbonell, Aileen Cc: Quevedo, Terry; Gandarilla, Aimee Subject: Re: PROCUREMENT INSURANCE REVIEW FOR 0 WORLDWIDE LLC COI Date: Wednesday, October 26, 2022 5:04:03 PM Attachments: generateQuote.pdf Exemption.pdf EXPERT CONSULTING AGREEMENT 0 WORLDWIDE LLC.pdf Hi Aileen, Yes, Risk has no objections given the remote scope. Regards, Frank Sent from my iPhone On Oct 26, 2022, at 4:50 PM, Carbonell Aileen <AC @�miamig ov.com> wrote: al O Good afternoon Frank, The insurance requirements have been rtiQce. good to go? [cid:image001.png@01D8E95A.E 989 / r1 � Should you have any questi information listed below.: Kind regards, conZts`'please do not hesitate to contact me at AVV 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: acarbonell@miamigov.com<mailto:acarbonell@miamigov.com> Website: https://www.miamigov.com/Government/Departments- Organizations/Procurement [Logo, company name Description automatically generated] "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. Click on or scan the QR Code to register as a new vendor for the City of Miami. DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D [cid:image003.png@01D8E95A.EA789890]<https://www.miamigov.com/Services/Doing- Business/Application-to-Register-as-a-City-Supplier-Vendor> P Please consider the environment before printing this e-mail. 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. GV� `� From: Carbonell, Aileen e`er' Sent: Monday, October 24, 2022 9:10 AM O To: Gomez Jr., Francisco (Frank) <FGomez i com> Cc: Quevedo, Terry <TQuevedo@miamigov. m>(darilla, Aimee <AGandarilla@miamigov.com> Subject: RE: PROCUREMENT IN`�GCE`R.VIEW FOR 0 WORLDWIDE LLC COI Good morning Frank, V 4q'. o� Is there anything else th ed for all approval? [cid:image001.png@0 8E95A.EA789890] [cid:image004.png@01D8E95A.EA789890] Should you have any questions or concerns, please do not hesitate to contact me at information listed below. 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: acarbonell@miamigov.com<mailto:acarbonell@miamigov.com> Website: https://www.miamigov.com/Government/Departments- Organizations/Procurement [Logo, company name Description automatically generated] "Serving, Enhancing, and Transforming our Community" DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D Mission: The City of Miami Depth talent of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. Click on or scan the QR Code to register as a new vendor for the City of Miami. [cid:image003.png@O1D8E95A.EA7898901<https://www.miamigov.com/Services/Doing- Business/Application-to-Register-as-a-City-Supplier-Vendor> P Please consider the environment before printing this e-mail. 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, mown communications to or from City of Miami employees regarding City busines ublic records, available to the public and media upon request. Therefore, this e-mail c• ' ((V unication��may be subject to public ki5) ��V From: Gomez Jr., Francisco (Fr �l) <FGomez@miamigov.com<@miamigov.com» Sent: Monday, October 24 7:11 To: Carbonell, Aileen �)� <ACarbonell@miamiom<mailto:ACarbonell@miamigov.com» Cc: Quevedo, Terry <1 uevedo@miamigov.com<mailto:TQuevedo@miamigov.com» Subject: RE: PROCUREMENT INSURANCE REVIEW FOR 0 WORLDWIDE LLC COI disclosure. Good morning Aileen, Risk has no objections to the request. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-1760 Fax fgomez@miamigov.com<mailto: fgomez@miamigov.com> DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D [cid:image005.png@01D8E95A.EA7898901 "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov. com<mailto:AC arbonell@miamigov.com» Sent: Friday, October 21, 2022 4:03 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com<mailto:FGomez@miamigov.com» Cc: Quevedo, Terry <TQuevedo@miamigov.com<mailto:TQuevedo@miamigov.com» Subject: PROCUREMENT INSURANCE REVIEW FOR 0 WORLDWIDE 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. Th kyou! NOTE: See below note from company. They are wo g ally remote. [cid:image002.png@01D8E566.968011701 Kind regards, Aileen Carbonell, MPA Procurement Assistant � wO� Department of Procureme 444 SW 2nd Avenue, 6r Miami, Florida 3313 Office: (305) 416-192 Facsimile: (305) 416-1925 Email: aarbonell@miamigov.com<mailto:acarbonell@miamigov.com> Remit W9 to: Purchasing SupplierAdmins@miamigov. com<mailto: Purchasing SupplierAdmins@miamigov. com> Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement <5) •o$ rf,3"9/ [cid:image006.jpg@01D8E95A.EA7898901 "Serving, Enhancing, and Transforming 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 DocuSign Envelope ID: 8B6FB586-00B6-4ED2-8CB3-0C81 BDOC117D 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: Wednesday, November 9, 2022 8:25 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola Subject: matter 22-2459 - EXPERT CONSULTING AGREEMENT 0 WORLDWIDE LLC Attachments: EXPERT CONSULTING AGREEMENT 0 WORLDWIDE 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, airnee garcdwriaa 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 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement 1 ti -},png, Enhancing, and Transforming our Community" 1