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HomeMy WebLinkAbout26169AGREEMENT INFORMATION AGREEMENT NUMBER 26169 NAME/TYPE OF AGREEMENT BUSINESSFLARE, LLC DESCRIPTION EXPERT CONSULTANT AGREEMENT/ESTABLISH, ACTIVATE AND IMPLEMENT THE ALLAPATTAH CRA/MATTER ID: 26- 1300 EFFECTIVE DATE June 18, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/18/2026 DATE RECEIVED FROM ISSUING DEPT. 6/18/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL City of Miami DOCUMENT ROUTING FORM r�QR4O ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Businessflare, LLC EXT. 1906 IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT • EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT El SUPPLEMENTAL AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Expert Consultant Agreement Businessflare, LLC To provide expert redevelopment, financial, policy, and implementation support to assist the City of Miami and the Allapattah Community Redevelopment Agency. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER June 8, 2026 1 14 Annie Perez, CPPO 7°°`°s'9°`°°' �fG�A I UT2E: ¢^�- SUBMITTED TO RISK MANAGEMENT June 8, 2026 114 David Ruiz moo= s9 eddy 24:59 EDT SIGNATURE: fish^;-oto •-55380.95E2580... SUBMITTED TO CITY ATTORNEY matter 26 1300 26-1300 os �G George K. Wysong III �ocu5ignetlby SIGNATURE: Atredc, Uobisok.) III APPROVAL BY ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER June 9, 2026 1 1' �8877.08E882888.. Erica T. Paschal Darling, CPA :57:19 EDT , ...s;gnede, SIGNATURE: &'" P-1-I APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER June 9, 2026 1 12:41:11 Natasha Colebrook -Williams EDT SIGNATURE: ipiacuSignctley a e�lic�a4�-w:u:e,,.1 �anwoowsoEnnis_ RECEIVED BY CITY MANAGER June 16, 2026 a 5m� EpyeS SIGNATURE: Cs'''i4RAfi AhF8 SUBMITTED TO THE CITY CLERK June 18, 2026 1 ' Todd Hannon 0:17:15 EDT moo s,9.d„y: SIGNATURE: �'v' PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER AGREEMENT BY AND BETWEEN THE CITY OF MIAMI, FLORIDA AND BUSINESSFLARE, LLC This Agreement ("Agreement") is entered into this lath day of June , 2026 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (the "City"), and, BusinessFlare, LLC, a Limited Liability Corporation, qualified to do business in the State of Florida whose principal address is 1175 NE 125th Street, Suite 601, Miami, FL 33161 ("Contractor"). RECITALS: WHEREAS, the City wishes to engage the Services of Contractor, and Contractor wishes to perform the Services for the City; and WHEREAS, the City and Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: 1. RECITALS AND INCORPORATIONS: The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Scope of Services Exhibit B — Insurance Requirements Exhibit C — Certificate of Insurance Exhibit D — Company Resolution Exhibit E — Anti -Human Trafficking Affidavit In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor this Agreement then the priority order indicated above. 2. TERM The Agreement shall become effective on the date on the first page (the "Effective Date") and until May 31, 2027, with one (1) option to renew. The City, acting by and through its City Manager, shall have the option to terminate the Agreement for convenience, that is, for no cause; or terminate for cause due to a default. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the in Exhibits "A", which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, registrations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in 1 the payment of any sums due the City, any City agency or instrumentality, including payment of accounts, debts, permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibits "A"" and "B" and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. The City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable to Contractor will be withdrawn from payments collected on behalf of the City from Clients as further described in Exhibit "A". Contractor may deduct as part of its compensation only those fees that are consistent with the rates quoted in Exhibit "A". Contractor acknowledges and agrees that these fees shall be its sole compensation related to this Agreement. Any compensation exceeding such rates shall not be authorized and will be deemed gratuitous work. B. Contractor shall deduct its compensation from payments collected on behalf of the City prior to remitting the remainder to the Officer and the City as described further in Exhibit "A." Upon request, Contractor shall provide sufficient supporting documentation within five (5) business days from said request and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices, should they be required, shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws. No advance or future payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, data, document, report or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Contractor agrees not to use any such information, data, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be breached. The City shall maintain and retain ownership of any and all data and documents which result upon the completion of the work and Services and prepared by Contractor solely and 2 exclusively for the City pursuant to or under the terms of this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of ten (10) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are soley related to Contractor's performance under this Agreement . Contractor agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of ten (10) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. The audit provisions set forth 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Agreement. B. The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. The inspection provisions set forth 18-101 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Agreement. C. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida, which apply to this Agreement, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it 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, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Contractor 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 applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no 3 cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor 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 CONTRACTOR DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN CONTRACTOR SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, ethics, funding, lobbying, record keeping, etc. the City and Contractor agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: A. Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by performance of this Agreement by Contractor, Contractor's compliance and/or noncompliance with the provisions of this Agreement, and all laws and regulations pertaining to Contractor's services which are applicable to the Contractor, negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, administrative, regulatory, statutory or similar claims, injuries or damages arising or resulting from the Services. In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. 4 B. The indemnification provided above shall obligate Contractor to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, 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 Contractor, or persons or entities employed or utilized by Contractor. C. These duties will survive the cancellation or expiration of this Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as they may be applicable, and as they may be amended. D. Contractor shall require all sub -contractor agreements to include a provision that each sub- contractor will indemnify, hold harmless and defend the City in substantially the same language as this Section. Contractor 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 Contractor in which the City participated either through review or concurrence of Contractor's actions. In reviewing, approving or rejecting any submissions by Contractor or other acts of Contractor, the City, in no way, assumes or shares any responsibility or liability of Contractor or sub -contractor under this Contract. E. Ten dollars ($10) 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 Contractor. 11. DEFAULT: If Contractor fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, setting forth the thirty (30) time period to cure, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (one hundred twenty (120) days if City Manager's decision is subject to the City Commission approval); or (iii) the City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. 5 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, for convenience, and without penalty or any stated cause, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City or Contractor be liable to the other for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City or Contractor be liable for any direct, indirect, consequential or incidental damages. 14. INSURANCE: A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "F" and incorporated herein by this reference. The City's agreement and title number must appear on each certificate of insurance. Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City Risk Management Director. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City Risk Management Director reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -contractors for Services related to this 6 Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each sub -contractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City Risk Management Director as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City Risk Management Director; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re - procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT: Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Contractor affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the contract. Furthermore, Contractor affirms 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 which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Contractor shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 16. ASSIGNMENT: Contractor's services are considered unique and specialized. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign any part of its operations which are related to the performance of 7 this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. AS TO THE CONTRACTOR BusinessFlare, LLC c/o Mr. Kevin Crowder 1175 NE 125th Street, Suite 601 Miami, FL 33161 Kevin@BusinessFlare.net AS TO THE CITY: James Reyes City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 ..: Reves@m iam igov. com WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 gwvsonq©miamigov.com Procurement Department Annie Perez, CPPO, Director 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 AnniePerez@miamigov.com 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion, memorandum, 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 freely, knowingly irrevocably waive any rights to a jury trial in any actions or proceedings between them related to this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, Florida, such provision, paragraph, 8 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 this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Contractor shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, registration, and certifications required by law for professional service Contractors performing these services. E. This Agreement constitutes the sole and entire Agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness and executed in writing by the City and Contractor. F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre -judgment interest. H. If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 9 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to the City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also city employee or a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. Contractor additionally agrees during the term of this Agreement not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against the City by any third party. 10 26. NO THIRD -PARTY BENEFICIARY: No persons other than Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. ANTI -HUMAN TRAFFICKING: The Contractor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Contractor shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If the Contractor fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Contractor for any additional compensation or for any consequential or incidental damages. 30. VENDOR LISTS / SCRUTINIZED COMPANIES LISTS: The following lists are maintained by the Florida Department of Management Services and are available at https://www.dms.myflorida.com/. By entering into this Agreement, Contractor affirms it is not included in any of the following lists. Convicted Vendor List. Pursuant to § 287.133, F.S., "[a] person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." Discriminatory Vendor List. Pursuant to § 287.134, F.S., "[a]n entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to 11 provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." Antitrust Violator Vendor List. Pursuant to § 287.137, F.S., "[a] person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a new contract with a public entity; and may not transact new business with a public entity." Forced Labor Vendor List. Pursuant to § 287.1346, F.S., "[a]n agency may not accept a bid, proposal, or reply from; award a contract to; or transact business pertaining to the provision of commodities with a company on the forced labor vendor list, or an entity under the control of such company, for a period of 365 days after the date the company was placed on the list unless the company is removed from the list pursuant to paragraph (5)(d)." Suspended Vendor List. Pursuant to § 287.1351, F.S., "[a]n agency may not accept a bid, proposal, or reply from, or enter into or renew any contract with, a vendor on the suspended vendor list until such vendor has been removed from the suspended vendor list and returned to the vendor list maintained by the department pursuant to s. 287.042(1)(a) and (b) and the vendor has reimbursed the agency for any re -procurement costs." SCRUTINIZED COMPANIES LISTS The following lists are maintained by the Florida State Board of Administration and are available at https://www.sbafla.com/. Scrutinized Companies that Boycott Israel List. Pursuant to § 287.135, F.S., by entering into this Agreement, the Contractor certifies that it is not participating in a boycott of Israel. 31. COUNTERPARTS, ELECTRONIC SIGNATURES: This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. 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. 32. E-VERIFY: By entering into this Agreement, the Contractor and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled 12 "Employment Eligibility." The Contractor affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of the Contractors; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If City has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, the Contractor agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Contractor shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Contractor has otherwise complied with its requirements under those statutes, then Contractor agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the City of such violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, Contractor, or subcontractor no later than twenty (20) calendar days after the date of Agreement termination. 33. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: "Expert Consultant" or "BusinessFlare" BUSINESSFLARE, LLC a foreign profit corporation authorized to conduct business in Florida By: By: Name: Alicia Alleyne Name: Kevin S Crowder Title: Chief Operating Officer Title: Founder ATTEST: CDocusign y By. Todd Hannon City Clerk "City" CITY OF MIAMI, Signed by: a Florida municipal corporation By: —‘,—A88C25eF2C8M78 James Reyes City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: DS REQUIREMENTS: Docusignetl by: cuSignetl by: By: leer IU song III By: Frtyni eorge K. Wysong III 26-1300 DJGS David Ruiz City Attorney Interim Director, Department of Risk Management 14 EXHIBIT A SCOPE OF SERVICES SPECIFICATIONS/SCOPE OF WORK A. Purpose The Consultant shall provide expert redevelopment, financial, policy, and implementation support to assist the City of Miami and the Allapattah Community Redevelopment Agency with the establishment, activation, and initial implementation of the Allapattah CRA. The Consultant will support the Executive Director, CRA Board, City Administration, Legal Counsel, and applicable City departments as directed. Legal drafting and legal sufficiency shall remain the responsibility of the Office of the City Attorney, CRA Legal Counsel, and/or outside counsel. This scope is based on the proposed BusinessFlare engagement, which focuses on plan adoption, interlocal and trust fund support, seed funding, Year One action planning, statutory compliance, and implementation support. B. Scope of Services The Consultant shall provide support in the following areas: (i) A. CRA Plan Adoption and Activation • Support preparation for CRA Board and City Commission consideration of the Allapattah CRA Redevelopment Plan. • Prepare or assist with presentations, briefing materials, issue tracking, and responses to questions. • Attend CRA Board, City Commission, and coordination meetings as requested. • Assist with sequencing actions needed to operationalize the CRA. (ii) B. Interlocal Agreement and Trust Fund Support • Provide financial and policy analysis related to the Interlocal Agreement between the City and the CRA. • Prepare TIF allocation scenarios, taxable value projections, and revenue projections. • Support development of financial schedules, eligible use summaries, and related documentation. • Provide technical support related to the Trust Fund Ordinance and related operating resolutions, subject to legal review. (iii) C. Seed Funding and Financial Planning • Assist with identifying and analyzing potential seed funding structures. • Prepare supporting analysis related to repayment, forgiveness, draw schedules, and projected TIF generation. • Support coordination with Budget, Finance, Legal, and Administration regarding initial funding and financial controls. (iv) D. Year One Action Plan and Implementation Timeline • Prepare a Year One Action Plan aligned with the adopted Redevelopment Plan. 15 • Identify early implementation priorities, catalyst projects, neighborhood improvements, business support, workforce initiatives, housing -related strategies, infrastructure, and corridor revitalization opportunities. • Develop an implementation timeline, milestone schedule, and draft Year One budget framework. • Assist with outcome tracking and performance measures for reporting purposes. (v) E. Compliance and Reporting • Support development of a compliance calendar and statutory reporting framework. • Assist with special district and CRA transparency requirements. • Provide a statutory website content checklist and support organization of required CRA documents and public information. • Prepare the FY 2026 Annual Report for delivery to the City/CRA by March 15, 2027, in advance of the statutory deadline. (vi) F. Stakeholder, Communications, and Redevelopment Support • Provide stakeholder analysis, talking points, briefing materials, and data summaries. • Support coordination with institutional partners, including healthcare, education, workforce, business, and community stakeholders. • Assist with positioning the Allapattah CRA as a Healthcare Innovation and Inclusive Redevelopment District. • Provide technical support for early redevelopment opportunities and partnership strategies. (vii) 3. Deliverables Deliverables may include: • CRA Board and City Commission presentation materials • TIF scenarios and revenue projections • Interlocal and Trust Fund support materials • Seed funding analysis • Year One Action Plan • Implementation timeline and milestone tracker • Draft Year One budget framework • Compliance calendar • Website compliance checklist • FY 2026 Annual Report • Stakeholder briefing materials • Redevelopment opportunity summaries (viii) 4. Compensation The Consultant shall be compensated at an hourly rate of $400 per hour, with an estimated commitment of 25 hours per month, not to exceed $10,000 per month. The total compensation shall not exceed $120,000 for the term unless amended in writing. Expenses shall require prior written authorization and shall be reimbursed at cost, subject to applicable City/CRA requirements. (ix) Assumptions • The City/CRA will provide access to relevant staff, legal counsel, financial data, GIS layers, prior reports, and official documents. • Legal Counsel retains responsibility for all legal documents and legal sufficiency. 16 • The Consultant's role is advisory and technical in nature. • Any material expansion of scope, including litigation, mediation, or extended County negotiation support, shall require written amendment. • All work shall be coordinated through the Executive Director or designated City/CRA representative. 17 EXHIBIT C CERTIFICATE OF INSURANCE INSURANCE REQUIREMENTS BUSINESSFLARE, LLC Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami & Allapattah CRA listed as additional insured Primary Insurance Clause Endorsement Note: If Expert Consultant is an individual, the COI must also show reflect the individual as a named insured 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 & Allapattah CRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 18 Letter may be provided if less than (4) employees IV. Professional/E&O Liability Combined Single Limit Each Claim Policy Aggregate Retroactive date included $1,000,000 $1,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with 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. 19 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, BusinessFlare, LLC ("Company"), a Limited Liability Company qualified to do business in Florida, desires to enter into an expert consultant agreement (the "Agreement") with the City of Miami ("City") solely for the limited purposes of performing the services as described in the Agreement to which this Company Resolution is attached; and WHEREAS, the Managing Members of Company at a duly held company meeting have considered the matter in accordance with the Articles and By -Laws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE MANAGING MEMBERS that this Company is authorized to enter into the Agreement with the City, and that Kevin S Crowder , as the authorized signatory of the Company, is hereby authorized and directed to execute the Agreement, in the name and on behalf of this company, with the City and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. DATED this 20th day of May , 2026. Corporate Secretary Print Name: Alicia Alleyne �ew 6GVGL -- Chairperson of the Managing Members Print Name: Kevin S Crowder ALICIAALLEYNE `` Notary Public - State of Florida 1 Commission # NH 717350 I My Comm. Expires Jun 27, 2026 (Corporate Seal) 20 EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT The undersigned affirms, certifies, attests, and stipulates as follows: 1. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "Nongovernmental Entity"). 2. The Nongovernmental Entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in § 287.138, Florida Statutes ("F.S."). 3. The Nongovernmental Entity is not in violation of § 787.06, F.S., titled "Human Trafficking." 4. The Nongovernmental Entity does not use "coercion" for labor or services as defined in § 787.06, F.S. Under penalties of perjury, pursuant to § 92.525, F.S., I declare the following: 1. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements, and representations provided above are true and correct. 2. I am an officer, a representative, or individual of the Nongovernmental Entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHERAFFIANT SAYETH NAUGHT. Nongovernmental Entity: BusinessFlare LLC Name: Kevin S Crowder Title: Founder Signature: K C Office Address: 1175 NE 125th Street, Suite 601, North Miami FL 33161 Email Address: kevin@businessflare.net Phone Number: 305.281.2279 21 R IJ CERTIFICATE OF LIABILITY INSURANCE DATE 6/7/20D/YYYY) /7/2026 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 lnsureon, Division of Specialty Program Group LLC / DBA SPG Insurance Solutions LLC in CA 203 N. LaSalle St., 20th Floor, Chicago, IL 60601 CONTACT NAME: (A//C No Exfl: (800) 688-1984 FAX No): 312-690-4123 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Twin City Fire Insurance Company 29459 INSURED Businessflare, LLC. 1175 NE 125th St Ste 601 and 602, Miami, FL, 33161 INSURER B : ACE Fire Underwriters Insurance Company 20702 INSURER C : INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE 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. LIMITS SHOWN ARE INCLUSIVE OF AMOUNTS REQUESTED BY THE CERTIFICATE HOLDER AND MAY NOT REFLECT POLICY LIMIT AMOUNTS IN EXCESS OF THOSE REQUESTED. *Not Applicable in WY INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF JMM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS f/ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE ✓ OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 A Yes 46SBMAC7111 3/7/2026 3/7/2027 PERSONAL & ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 P POLICY ✓ I INT- LJ LOC PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS Yes 46SBMAC7111 3/7/2026 3/7/2027 BODILY INJURY(Per accident)$ A HIRED ✓ NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PER STATUTE OTH- ER ANYPROPRI ETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? Y / N N / A E.L. EACH ACCIDENT $ (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional Liability (Errors and Omissions) EONFLF147361412-007 3/7/2026 3/7/2027 Occurrence/Aggregate $1,000,000 / $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Miami is named as Additional Insured as their interests may appear in regards to general liability per written contract. This insurance is primary and non-contributory to any other insurance provided as respects general liability coverage. CERTIFICATE HOLDER CANCELLATION City of Miami 444 S W 2nd Avenue, 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 (2025/12) © 1988-2025 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Olivera, Rosemary From: Gandarilla, Aimee Sent: Thursday, June 18, 2026 11:37 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Ewan, Nicole; Gibbs-Sorey, Domini; Garcia, Aida Subject: Expert Consultant Agreement Businessflare, LLC (matter 26-1300) Attachments: Expert Consultant Agreement Businessflare, LLC (matter 26-1300).pdf Good morning Todd, Please find attached the fully executed copy of the agreement from DocuSign that will be considered an original agreement for your records. Please close Matter 26-1300. Thank you. Thank you, Aimee qa ndartilia, Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miamigov.com "Serving, Enhancing, and Transforming our Community" i