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HomeMy WebLinkAboutPre-AttachmentINCUMBENCY CERTIFICATE AND MINUTES OF RESOLUTIONS ADOPTED BY DI1ANl PLATER-ZYBERK & COMPANY, INC. AND BY DI ANY PLATER-ZYBERK & COMPANY, LLC The undersigned. in her capacity as (i) a shareholder. and dice President and Secretary of Duany Plater-Z_yberk & Company. Inc.. a Florida corporation ("DPZ Inc.") and (ii) a member and Vice President and Secretary of Duany Plater-Zyberk & Company. 1_I.C, a Florida limited liability company (`DPZ LLC"). and on behalf of each such entity, hereby certifies to the following matters and to the adoption and ratification of the following actions by the shareholders and directors of DPZ Inc. and by the members of DPZ.LLC. \\-'IT MESS THAT: A. As evidenced by the certificate of the Florida Department of State, attached as Exhibit "A Articles of Organization for DPZ LLC were filed with the Florida Department of State on March 21, 2005. B. The sole members of DPZ LLC are Andres M. Duany and Elizabeth Plater-Zyberk. They are also the sole shareholders and sole directors of DPZ Inc. C. Andres M. Duany and Elizabeth Plater-Zyberk determined to organize DPZ LLC for the purpose of reconstituting their business entity (DPZ Inc.) as a limited liability company. This is projected to be accomplished, after the beginning of 2006, by DPZ Inc. merging with and into DPZ LLC, pursuant to Section 607.1106 of the Florida Business Corporation Act, and Section 608.438 of the Florida Limited Liability Company Act ("Merger"). D. DPZ Inc. and DPZ LLC each have approved an Amendment to Professional Services Agreement to be dated as of April 11, 2005 and to be entered into by the City of Miami, Florida (the "City") and the Company (the "Amendment"), the approved form of which is attached hereto at Exhibit "B". The Amendment amends DPZ Inc.'s existing Professional Services Agreement dated February 4, 2003 with the City (the "Base Agreement"), the form of which is attached hereto as Exhibit "C". As used herein, the "Miami 21 Services Agreement" refers to the Base Agreement, as amended by the Amendment, and the "Principal" refers to DPZ Inc. and DPZ LLC prior to the Merger, and to DPZ LLC, as the surviving entity, after the Merger. E. The Amendment describes a new and additional scope of work to be performed by the Principal, and the compensation to be paid therefor, in connection with planning and urban design consulting services to be provided to the City by the Principal and its or their subconsultants (collectively "Subconsultants"), in respect of the "Miami 21" project described in the Amendment. 123837-5 NOW. i NE RI F( )RJI. 13F 11 RESOLVED. that pursuant to the :1mcndnl L ot. the Principal xvill provide planning and urban design consulting services to the Cite in respect of the "Miami 21 project described therein and in the scope of work to the Amendment, all as provided in the Miami 21 Services Agreement; and RESOLVED. that the Principal enter into the Amendment and perform (post -Merger) under the Miami 21 Services Agreement as amended, in such form as shall be approved by the President or Vice President of the Principal, with the execution thereof by Andres Duany or Elizabeth Plater-Zyberk to be conclusive evidence of such approval; and RESOLVED, that the Principal enter into agreements with one or more Subconsultant(s) to perform services to he delegated in furtherance of the Principals' performance under the Miami 21 Service Agreement, each such Subconsultant agreement to be in a form as shall be approved by the President or Vice President of the Principal, with the execution thereof by Andres Duany or Elizabeth Plater-Zyberk to be conclusive evidence of such approval; and RESOLVED, that the shareholders and officers of DPZ Inc., and the members and officers of DPZ LLC, are authorized and directed to perform all acts and execute and deliver all documents necessary or appropriate to consummate the transactions contemplated by the Miami 21 Services Agreement, all in such form as they shall approve, with the execution thereof by Andres Duany or Elizabeth Plater-Zyberk to be conclusive evidence of such approval. Dated: July2, 2005 )3 y WiC WW1 VICA Elizabeth Plater-Zyberk 123837 03/24/20n 11: 04 aERE-- siNGERmrev - acep000DDDocloaas©mo 850-205-0381 March 22, 2005 NO.:44 _/2005 918 PAGE 001/O01 F ;ida Dept cf Stake FLORIDA DEPARTMENT OF STATE Glenda E: Ileod Segetary of State MANY PLATER -EMU & COMPANY, LLC 1023 SW 25TH AVNUE MAIMI, FL 33135 The Articles of Organisation for DUANY PLATER-7YBERK & COMPANY, LLC were filed on March 21, 2005, and assigned document number L05000027973. Please refer to this number whenever corresponding with this office. In accordance with section 608.406(2),F:5., the name of this limited liability company is filed with the Department of State for public notice only and is granted without regard to any other name recorded with the Division of Corporations. This document was electronically received and filed under FAX audit number B05000069435. A limited liability company annual report/uniform business report will be due this office between January 1 and May 1 of the year following the calendar year of the file date. A Federal Employer Identification (FEI) number may be required before this report can be filed. Please apply NOW with tha Internal Revenue Service by calling 1-800-829-3676 and requesting form SS-4. Please be aware if the limited liability company address changes, it is the responsibility of the limited liability company to notify this office. Should you have any questions regarding this matter, please contact this office at the address given below. Joey Bryan Document Specialist Tax Liens rivis1on of Corporations Letter Number: 705A00019343 DDi'vi8ion of Corporations - P.O. BOX 6327 Pallahassoe, Ficrida 32314 D02 t'(R-21-2CO5 H011 02:C2 FIB Berger icgerman fig NO. ?,CE7144341 ARTICLES OF ORGANIZATION of DUANY PLATER-ZYBERK & COMPANY, LLC P. 02 The undersigned member hereby forms n limited liability orrpanv under the,1aw f the State of Florida, 1C-7'` �, rJ C. -� 1A (P C' O ARTICLE I. COMPANY NAME The name of the limited liability corn/laxly is: DUA3v'Y PLATER,-ZYBERK & COMPANY, LLC ARTICLE IT. CQM'v NCEMrNT AND TERM Or ^XZ TENCI 'This limited liability company shall have a perpetual existence. ARTICLE III. MAILINC AI)?RtSS OF CQIVIFAN*Y The mailing address of this limited liability company is: 1023 SW 25`11 Avenue Miami, Florida 33135 ARTICLE IV. STREET ADDRESS Or COMPANY The street address of the principal office of the Company is: 1023 SW 25th Avenue Miami, Florida 33335 ARTICLE V. REGISTERED AGENT AN'I) REGISTERED AGENT ADDRESS The registered agent and the street address of the registered agent of this Company in the State of Florida shall be: Elizabeth Plater-Zyberk 1023 SW 25th Avenue Miami, Florida 33135 Ts- !tnR-2i-20n !"iOR 0204 uvrx,e' ,;;german ARTICLE VI. 1v1 1w113ERS -Q p The mead) ersshall be entitled to admit additional mcmbm-sinaccordance with the Ope Agrecwcut. ,Any new niembei shall become a mcrnecr upon payment of their contribution to the capital of the Company, and upon such member's agrccnt to comply with Article of Organization and Operating Agreement of the Company then in existence. ARTICLE DISSOLUTION OF COMPANY Notwithstanding the death, retirement, resignation, expulsion, bankruptcy or dissolution ofu member or upon the occurrence of any other Invent which terminstcs the continutd membership of a member in the Company, the Company shall not dissolve except as otherwise provided in the Operating Agreement. Fa F(0. 3057144341 P. 02 C� Gi -31"�,d ARTICLE VIIL M4NA CERS The Company shall be managed by manages. The name and address ofthe initial manager is set forth in llie Company's Operating Agreement. The initial manager shall serve as the manager until the first annual meeting of members or until his successor is elected and qualified. ARTICLE IX. R'Lt7" URN OF CAPITAL No member shall have the right to demand the return of his or its contribution to capital except as providedi in the Company's Operating Agcemcnt then in existence. 1--fo�oob6,9240-53) hAR- 21-2005 Ma 02:04 PM Peerr r; ;Ferr. E rriX 1d0. 3C5714 ^34l P. 04 I 11#,'-I- '5 O'Cr &9211353) f WI'! LESS Wi- REOF, the undersigned member has excc''ted the foregoing A.l ticles of Orgnizatiox as oft i any of ;t t.P IA , 2004. AL 2 5EMBLh fte)01 61Al '261C14--L, Elizabeth Plater-ZZPbtrk, member ACCEPTANCE AS REGISTERED AGENT: The undersigned hereby accepts the appointment asregistered agent ofDUANY PLATER- ZYBERK. & COMPANY, LLC, a Florida limited liability company (the "C ro ny"), and agrees to act in such capacity. The under 2ned further agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties and represents that it is familiar with and accepts the obligations of the position as registered agent as provided in Chapter 608, Florida Statutes. REGISTERED AGENT 2A-e141-1) eL4,4 • Nel,Lit Elizabeth Plater-Zyberk r`v ` 4,95 M& 6vq 436;3) RECEIVED 0 a- N wx 2 y Jam ' Florida Department of State <c� Division of Corporations ^-7 Public Access System J' C: �. .- 0 Note: Please print this page and use if as a cover sbect. Type the fax audit e-7'tin number (shown below) on the top and bottom of all pages of the document Eiecr-endc Filing Cover Sheet (((H05000069435 3))) No te: DO NOT hir the REFRESH/RELOAD button on your browser from this page. Doing so will generate another cover sheet - To: Divivi.clo of Corperationa Fax Number : (8SO)205-0363 FYOm: Aceot=rit Nape : BERGER SIi:GERMPN Account Number : 119990000048 Thane : (954)525-990C Fax cumber : C954)523-2872 0 :ivi5i01,1 OF CORPOR LIMITED LIABILITY COMPANY Dimly Plater-Zyberk & Company, LLC Certificate of Status Certified Copy l'ac Count Estimated 01 S125.00 f' ,114P: SS-'R. tOdthli. is.efistiekiki ML.R 2 2 2405 P.31 1 of 1 httvs:llcedesunbiz.=/scriptsicfilcovr.cxc 3/21/2005 1.)1A ('1 ( 011;111(11}!, Florida Limited Liability DUANY PLATER-ZYBERK & COMPANY, LLC Document Number L05000027973 State FL Total Contribution 0.00 • PRINCIPAL ADDRESS 1023 S\\' 25TH AVENUE MAIMI FL 33135 MAILING ADDRESS 1023 SW 25TH .AVENUE MAIMI FL 33135 FEI Number Date Filed NONE 03/2 U2005 Status Effective Date ACTIVE NONE Registered Agent Name & Address PLATER-ZYBERK, ELIZABETH 1023 SW 25TH AVENUE MAIM1 FL 33135 Manager/Member Detail Name & Address NONE Title Annual Reports Report Year Filed Date Pape 1 of 2 1)1\ 1.`-:1011 o (.01pOraill)11.,, Parc ol Previous Filinq j I Return to List No Evni o Naine History Information Next Filing Document Images Listed below are the imaces available for this filing. I /2005 -- Florida Limited Liabilites THIS IS NOT OFFICIAL RECORD; SEE DOCUMENTS IF QUESTION OR CONFLICT orajiwXniufry I)1v ision t i (orh+>rltR n Pap: 1 of 2 Florida Profit DUANY PLATER-ZYBERK & COMPAN\', INC. PRINCIPAL ADDRESS 1023 SW 25TH AVE. MIAMI FL 33135 Changed 06/19/1990 MAILING ADDRESS 1023 SW 25TH AVE. MIAMI FL 33135 Changed 06/19/1990 Document Number FEI Number Date Filed 668200 591999580 04 28/1980 State Status Effective Date FL ACTIVE NONE Last Event NAME CHANGE AMENDMENT Event Date Filed Event Effective Date 01/08/1997 Registered Agent NONE Name & Address PLATER-ZYBERK, ELIZABETH 1023 S W 25TH AVENUE MIAMI FL Address Chanced: 10/06/1993 Officer/Director Detail Name & Address DUANY, ANDRES M 6612 LEJEUNE ROAD CORAL CABLES FL 33146 Title Y PLATER-ZYBERK, ELIZABETH 6612 LEJEUNE RD Division 01-CorponiliOni, Jac 2 01-2 Annual Re orts Report Year Filed Date 04/07,2003 2094 04,192004 2905 02,22,2005 [ Previous Filing Return to List View Events View Name History Next Filing Document Images Listed below are the images available for this filing. 02/22/2005 -- ANNUAL REPORT 04/19/2004 -- ANN REP'UN1FORM BUS REP 04/072003 -- ANN REP/UN1FORM BUS REP 02/11/2002 -- ANN REP/UNIFORM BUS REP 04/11/2001 -- ANN REP/UNIFORM BUS REP 02/23/2000 -- ANN REP/UNIFORM BUS REP 04/30/i 999 -- ANNUAL REPORT 03/31/1998 -- ANNUAL REPORT 04/07/1997 -- ANNUAL REPORT 02/19/1996 -- 1996 ANNUAL REPORT THIS IS NOT OFFICIAL RECORD; SEE DOCUMENTS IF QUESTION OR CONFLICT 2005 FOR PROFIT CORP( ATION ANNUAL REPORT • DOCUMENT# 668200 Entity Name: DUANY f <;TER .,%Yi FRK S (1-".)M,')ANY, INC FILED Feb 22, 2005 Secretary of State Current Principal Place of Business: New Principal Place of Business: 1023 SW 25TH AVE MIAMI FL 3315 Current Mailing Address: New Mailing Address: 1023 SW 25TH AVE MIAMI, FL 33135 FEI Number: 59-1999580 FEI Number Applied For ( ) FEI Number Not Applicable ( ) Certificate of Status Desired (X) Name and Address of Current Registered Agent: Name and Address of New Registered Agent: PLATER-ZYBERK, ELIZABETH 1023 S.W 25TH AVENUE MIAMI, FL US The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent Election Campaign Financing Trust Fund Contribution ( ). Date OFFICERS AND DIRECTORS: ADDITIONS/CHANGES TO OFFICERS AND DIRECTORS: Title: P ( ) Delete Title: Name: DUANY, ANDRES M. Name. Address: 6612 LEJEUNE ROAD Address: City -St -Zip: CORAL GABLES, FL 33146 City -St -lip: • Title: F ( ) Delete Title: Name: PLATER-ZYBERK, ELIZABETH Name Address: 6612 LEJEUNE RD Address: City -St -Zip: CORAL GABLES, FL 33146 City -St -Zip: ( ) Change ( ) Addition ( ) Change ( ) Addition I hereby certify that the information supplied with this filing does not qualify for the for the exemption stated in Section 119.07(3)(i), Florida Statutes. I further certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears above, or on an attachment with an address, with all other like empowered. SIGNATURE: ANDRES M DUANY P 02/22/2005 Electronic Signature of Signing Officer or Director Dale EXHIBI'_ C Updated Insurance Certificates for Duany Plater-Zyberk & Company, Inc. and Duany Plater-Zyberk-& Company, LLC. ACORD CERTIFICATE OF LIABILITY INSURANCE 09/07/2005 PRoyucER (305)827-7600 FAX )05-362 2443 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO FIGHTS UPON THE CERTIFICATE Col linsworth, AI tcr, Fowler, Dowl ing & French HOLDER. THIS CERTIFICATS DOES NOT AMEND, EXTEND OR P. 0. 0ox 9313 ALI ER THE COVERAGE All ORDED BY THE POLICIES BELOW. Miami 1 iikes , FI33014-9315 Angie Yruretagoyend angieykLanf ci. Lori 305- S03-919 INSURERS AFFORDING COVERAGE NAIL ,t4uREL Duan P1 ater- Zyberk & Co. Ill inois Union Insurance Co. A X 1023 S.W. 25th Ave. Miami, FL 33135 JEE (./...S'JR:"E ,,,,..,..,,,.....,-..., 1HE POLICIES ANY RE MAY FER;-AIN. POLICIES C.,F it.4ELF..,ANCE LISTED EELOA' t-_._1(f-E(..',EN I Tt (-11 OF-: CC.•1\IDIT!C):*, THE INSURANCE AFFOP,L,ED AGGREGATE LiP.I;IS DHOV,'N MAY TYPE OF INL,URAIICE hAVE SEEN ISSUED Cr ANY COT PA BY THE BOLIOE5_,: 11 :0 BEEN REDUCED POLICY NUMBER TO1HE INSURED N,:.f.1,..'D A :: CV E FOR 1 HE POLICY PERIOD INDICATED N0Iv,,1THSTANDING 0L' (--,' III:P. DOCUMENT VV(1H RE E PL.CT TO WHICH THIS CERTIFICATE MAY BE ISUED OR DESCWEED HEF:.EIN iS SIJEjECT IC( ALL THE IER1,1'3. ExCLIJSIO;,JS ,%.ND CONDITIONS OF SUCK BY PAID CLAIMS JNSR DOLT POLICY EFFECTIVE TPOLICY EXPIRATION , DATE ,MM'DD''Ci, DAT E.,MM/00,r() ' LIMITS GENERAL - LIABILIT Y COMrnLi:ciAL i_4-Ni'IU.:, 1 ,,.BIL I TY , EACH OCCURRENCE $ DAMA:GE RE NTLD R,---fltCFS'APa.rr-,,v.rra) L_J GEK1 1 CLAIMS rof,LL [ 1 ocC.,..P. J MED EXP [Any one be; son) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ AGGREGATE t li.,111 APPLIES PER —, POLICY 1 1 iPt;T'i I i LOC i PRODUCTS - COMP/OP AGG $ AUTOMOBILE - . LIABILtir ANY AUTO SCHEDULED Aul OS HIRED AUTOS NON.OvJNED ALIT GS • r\ '---CrA‘rtCOrt,...1!- ..--•-.r.1 pi; r , Atil \\,,\O k 11.1 6 ' 1 1 r..., IV ' QV ( (f,A• COMBINE:D SINGLE LIMIT (Ea acticientj $ BODILY INJURY $ BODILY INJUR'T" (Per acc,Oent) $ PRORER TY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO 71 AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY . AGG $ EXCESS/UMBRELLA LIABILITY .--.. OCCUR j CLAiNIS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ $ WORKERS COMPENSATION COMPENSATION AND EMPLOYERSLIABILITY ANY PROPRIETOEL/PA.RTNER/EXE CUTIVE OFFICER/MEMBER EXCLUDED 11 ves, descrIbe under SPECIAL PROVISIONS below WC STATU- TORY LIMITS ___Efs___ E.L EACH ACCIDENT $ E L DISEASE - EA EMPLOYEE $ E L DISEASE - POLICY LIMIT $ A E0NG21924593002 OTHEB Professional Liability Claims -Made Form 1 09/12/2005 09/12/2006 14,000,000 General Aggregate $3,000,000 Each Claim $25,000 Deductible DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Retro: 4-1-80 for First Imi1/2mi1 Retro: 9/12/05 for Increased Limits 2mi1/2mi1 CERTIFICATE HOLDER CANCELLATION City of Miami 4ttn: Frank Gomez 444 SW 2nd Avenue 9th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY RING UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Meade Collinsworth/ZO ACORD 25 (2001/08) FAX: (305)4 16-13 90 ©ACORD CORPORATION 1988 IMPORTANT if the certificate holder is an ADDITIONAL INSURED. the pclicV(ies) must be endorsed .A statement on ttms certificate does not confer rights to the certificate holder n lieu of such endorsement(s). If SUE3ROGA T ;ON IS 1^,V.AIVED 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 !i _:u of such endorsement(s) DISCLAIMER The Certificate of Insurance on the reverse side of this torn) does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon: ACORD 25 (2001/08) ACORD. CERTIFICA OF LIABI PRODUCER InSource, Inc. 9500 South Dadeiand E1vd.,i2C0 P.O. Box 561567 Miami FL 33256-1567 Phone:305-670-6111 Fax:305-670-9699 INSURED Duyariy Plater-Zyberk & Cc., Inc d/b/a DPZ & Co. b Decumanus Inc. 1023 SW 25 Avenue Miami FL 33135 !TY INSURAN OP ID S DAIE IMMICJ YYYYI DUANf-1 1 01/21/05 _ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW INSURERS AFFORDING COVERAGE 1 NAIC # IJ;J'?ERA ;`van City Fare Insurance Co. 29459 NJ`CrlER Li Assurance Company cf America a 19305 INSURER C 1 c .°U Ef-' I IrJS'J �tER E THE POLICIES ANY REOUIREMAENT. MAY PERTAIN. POLICIES 114STSROD"IT LTR NSRC OF INSURANCE LISTED BELO'.' HAVE 13EEI. ISSUED TO THE INSURED NAMEC PEO VE FOR 7HE POLICY PERIOD INDICATED NOTVr ITHSTANDING TERM OR COND TtON OF ANY CONTRACT of o I HER DOCUMENT VA 1TH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR THE INSURANCE AFFORDED E'. THE POLICIES DESCRIEED HEREIN 15 SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH AGGREGATE LINOS SHOWN MAY HAVE BEEN REDUCED BY FAID CLAIMS. TYPE OF INSURANCE POLICY EFFECTIVE POLICY NUMBER . DATE (MM,DD/YYj POLICY EXPIRATION I GATE IMMrOD!YY) OMITS B X GENERAL I--- X LIABILITY' COMMERCIAL GENEPALLIABILITY PAS24213853 12/16/04 12/18/05 EACH OCCURPENC E; 2000000 [—OW AUFTCT RET7T-M PREMISES (Ea occurence', I $ 2000000 1 CLAIMS MADE i Xl OCCUR f MED E%P (Any one person`. _- 10000 II PERSONAL 8T A5'IIf:-JURd.----,-i---2-A-0CL,I111_ GENERAL AGGRE ATE"---ir- GEN L AGGREGATE LILIT APFLIES PER POLICY 1-7 LICT rX ! FLOC PRODUCTS - COMP/OP AGG $ 4000000 AUTOMOBILE LIABILITY ANY AUTO ALL C`WNED AUTOS SCHEDULED AUKS HIRED AUTOS NON -OWNED AUTOS PAS24213853 r-'I -1r-"Y f (�'?± I rt ,,.,: rpc' 'f 12/18/04 C • 12/18/05 COMBINED SING -ETTAM (Eaacudent) TLC' �Q X I BODILY INJURY (Per person) $ X BODILY INJURY (Per acadenl) $ X PROPERTY DAMAGE (Peracatlem) $ GARAGE LIABILITY ANY AUTO 1}{rr— �� L� `+i " 'n I �� I / y / AUTO ONLY - EA ACCIDENT $ GTHER THAN EA ACC S —} AUTO ONLY. AGG $ B EXCESS/UMBRELLA LABILITY occuR ral CLAIMSMADE DEDUCTIBLE RETENTION E 0 PAS24213853 12/18/04 2/18/05 EACH OCCURRENCE $ 4000000 X AGGREGATE $ 4000000 $ X $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEP.:EXECUTIVE OFFICERrMEMBEREXCLUDED% II yes, descnbe under SPECIAL PROVISIONS oelow 21WEKZ3451 10/01/04 10/01/05 7 X I TORYSLIMITS OER EL EACH ACCIDENT $ 1000000 E L DISEASE - EAEMPLOYE $ 1000000 E L DISEASE -POLICY LIMIT 1000000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate holder is included as additional insured with respects to general liability re: Project Miami 21 #0425. *Except 10 days notice for non payment. CERTIFICATE HOLDER CANCELLATI City of Miami Risk Management 9th Floor 444 SW 2 Avenue Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO 50 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KING UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ACORD 25 (2001/08) CG ACORD CORPORATION 1 S IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the pol,cyfies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) if SUBROGATION IS VdA!VED, subject td the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights tc the certificate holder in lieu of such endorsement(s) DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) ATTACHMENT A ,CITY`S RFP, AUTHORIZING RESOLUTIONS, ORIGINAL AGREEMENT AND FIRST AMENDMENT To be attached upon document execution Revised Draft 03/31/08 without highlights 13 AMENDED EXHIBIT A SCOPE OF SERVICES FOR MIAMI 21 PROJECT INCLUDING BUDGET AND SCHEDULES In addition to the Services and Deliverables identified in the Second Work Order, the following "Additional Services" have been and may be provided in relation to the Miami 21 project: Provider (DPZ) at the request of City Administration and Elected Officials has conducted 90 additional meetings to date. Provider has been asked to meet with Civic and Horne Owners' associations such as MNU, and Edgewater on several occasions and with development industry representatives that include Land Use Attorneys, Architects, Developers and hold additional meetings, workshops and work -sessions for Planning Advisory Board, Six Commissioners, 3 for District 2 and 5, and two City Managers, to date. The Additional meetings and rounds of revisions to the CODE and corresponding Maps for the East Quadrant Task is 100% Complete District Meetings mandated by the Miami City Commission on June 28th, 2007 Comparative Study of Zoning Ordinance 11000 to proposed New Zoning Code requested by the Miami City Commission on June 28, 2007. Task is 100% Complete Update of Marketing Study for Economic Component Update of Public Benefits Component Task is 100% Complete 1 Additional Priority Development Area Study 3 Public Benefits Matrix for 3 Quadrants To be completed prior to submission of Final Draft. $ 240,000.00 $ 89,500.00 47,500.00 $ 30,000.00 $ 5,000.00 $ 50,000.00 $ 45,000.00 All amounts stated herein are "amounts not to exceed" and will be invoiced based on percentage of completion. Revised Draft 03/31/08 without highlights 14 COMMPOSITE EXHIBIT B LLC Resolutions authorizing Duany planter-Zyberk & Company, LLC to enter into Second Amendment and documentation regarding change of status from corporation to limited liability company To come upon document execution Revised Draft 03/31/08 without highlights 15 EXHIBIT C Updated Insurance Certificates for Duany Plater-Zyberk & Company, LLC. To come upon document execution Revised Draft 03/31/08 without highlights 16