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AGREEMENT INFORMATION AGREEMENT NUMBER 23274 NAME/TYPE OF AGREEMENT BECKER & POLIAKOFF DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/LOBBYING & CONSULTING SERVICES EFFECTIVE DATE March 6, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 4/9/2020 NOTE PROFESSIONAL SERVICES AGREEMENT By and Between the City of Miami and Becker & Poliakoff This Professional Services Agreement ("Agreement") is entered into this 6th day of March, 2020 and effective as of (VIAeg % , 2020 ("Effective Date") 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 ("City") and Becker & Poliakoff, a Florida Corporation, whose principal address is 1 East Broward Boulevard, Suite 1800, Fort Lauderdale, Florida 33301 ("Provider") upon further terms and conditions as defined below. RECITALS: A. The City accepted the Provider's proposal ("Proposal") for the provision of Lobbying and Consulting Services ("Services"). B. After review by the City Manager, the City Manager approved the selection of Provider. This Agreement is capped at FIFTEEN THOUSAND DOLLARS AND NO CENTS ($15,000.00). The City may award same with a sole Proposal pursuant to Section 18-88(d)(2) of the City Code and may be administratively approved by the City Manager once he has received the recommendation of the Chief Procurement Officer. In the context of this Agreement, references to approvals and decisions by the "City" shall mean the City Manager unless otherwise provided by law or otherwise expressly stated in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Provider and the City agree to the following terms: TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services are hereby 1 incorporated into, made a part of this Agreement, and attached hereto as Attachment "A". The Compensation is hereby incorporated into, made a part of this Agreement, and attached hereto as Attachment `B". The Proposal is for archival and informational purposes and is deemed as being incorporated into and made a part of this Agreement and attached hereto as Composite Attachment "C". The Insurance Requirements are hereby incorporated into, made a part of this Agreement, and attached hereto as Attachment "D". The Provider's corporate resolution is hereby incorporated into, made a part of this Agreement, and attached hereto as Attachment "E". 2. TERM: The "Term" of this Agreement shall be for 4aille-(4)—yeai commencing on Tel GSmorI;NS the Effective Date hereof. 3. NO OPTION TO EXTEND: There shall be no option to extend or renew this Agreement. 4. SCOPE OF SERVICES: A. The Provider agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment "A" hereto. B. The Provider represents and warrants to the City that (i) it possesses all qualifications, licenses, and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due to the City, including payment of permit fees, occupational licenses, etc., nor in the performance . of any obligations 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 Attachment "A" and for the budgeted amounts, rates, and schedules described in Attachment "B"; and (v) each person executing this Agreement on behalf Doc. No.: 405033 2 of the Provider has been duly authorized to so execute the same and fully bind the Provider as a party to this Agreement. C. The Provider's authorized Services Coordinator ("Services Coordinator") shall be Ms. Ellyn Setnor Bogdanoff. The City reserves the right to accept or reject the selection of any substitute Services Coordinator. The Provider shall give at least thirty (30) days advance written notice to the City of any intent to change the Services Coordinator. The City shall have the right to receive pertinent information from the Provider and the Provider shall provide such pertinent information about the proposed replacement prior to the date on which the substitution of the Services Coordinator is expected to occur. Should the Services Coordinator leave the Provider's firm for any reason and/or should the Provider seek to replace the Services Coordinator, the City and the Provider shall work together in good faith to select an acceptable replacement Services Coordinator from the Provider. In the event of any such change, the Provider shall continue to provide the Services in a manner consistent with this Agreement, should the Parties be able to agree on a mutually acceptable replacement Services Coordinator. D. The Provider shall, at all times, provide fully qualified, competent, and capable employees to perform the Services under this Agreement. The City may require the Provider to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued Services under this Agreement are not in the best interest of the City. Each of the Provider's employees shall have and present proper identification and proper insurance coverage as reviewed by the City's Risk Management Department. 5. COMPENSATION: A. The amount of compensation payable by the City to the Provider shall be based on the rates and schedules and budgeted amounts . described in Attachment "B" provided, Doc. No.: 405033 3 however, that in no event shall the total amount of compensation exceed FIFTEEN THOUSAND DOLLARS AND NO CENTS ($15,000.00) for this Term. B. Unless otherwise specifically provided in Attachment `B", payment shall be made in arrears within forty five (45) days after receipt of the Provider's invoice for services performed. Any such invoice shall be accompanied by sufficient supporting documentation and contain sufficient detail so to allow a proper audit of expenditures should the City require one to be performed. C. Any additional services that are not included in this Agreement but may be desired by the City to be performed may be added to the Services by a written amendment entered into and executed by the City and the Provider prior to the performance of any such additional Services. Such an amendment shall require compliance with applicable procurement regulations and approval by the City Commission if over Twenty Five Thousand Dollars and No Cents ($25,000.00). The City shall not be liable for any and all costs, fees, expenses, or charges, including, but not limited to, previously reimbursed costs, fees, expenses, or charges that exceed the amount stated in Section 5(a). D. The Provider agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid by the Provider 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 the Provider. E. Neither the Provider nor any of its employees nor its subcontractors shall perform any work unless duly authorized by the City Manager or his/her designated representative(s). The Provider shall not be paid (i) for any work performed outside the Services set forth in Attachment "A" for this Agreement or any duly entered and authorized amendment thereto or (ii) Doc. No.: 405033 4 for any work performed by any of the Provider's employees or subcontractors not otherwise previously authorized by the City Manager or his/her designated representative. 6. OWNERSHIP OF DOCUMENTS: The Provider understands and agrees that any information, document, report, or any other material whatsoever which is given by the City to the Provider or which is otherwise obtained or prepared by the Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. The Provider agrees not to use any such information, document, report, 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 its sole discretion. The City shall maintain and retain ownership of any and all documents which result upon the completion of the Services under this Agreement. 7. AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable times, for a period of up to three (3) years following the date of final payment by the City to the Provider under this Agreement, and any extensions hereof audit, cause to be audited, and/or cause to be inspected those books, documents, papers, and records of the Provider related to the Provider's performance under this Agreement for the purpose of audit, examination, excerpts, and transcripts. The Provider agrees to maintain all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. The Provider's failure to adhere to or refusal to comply with this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the Term, inspect the Provider's facilities and undertake such inquiries and reviews as the City deems reasonably necessary to determine whether the Services required. to be provided by the Provider under this Agreement Doc. No.: 405033 5 conform to the terms hereof. The Provider shall make available to the City all reasonable accoinodations and assistance to facilitate the inquiries, reviews, and/or inspections by City representatives. All audits, inquiries, reviews, and inspections shall be subject to and made in accordance with the applicable provisions of §18-100 to §18-102 of the City Code, as they may be amended or supplemented from time to time. 8. AWARD OF AGREEMENT: The Provider 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 offeredto 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. 9. PUBLIC RECORDS: The Provider understands that the public shall have access at all reasonable times to all documents and information pertaining to City contracts 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 law. The Provider's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS: The Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflicts of interest, record keeping, etc. The City and the Provider agree to comply with and observe all applicable laws, codes, and ordinances as they may be amended from time to time. The Provider further agrees to include in all of the Provider's agreements with employees and subcontractors for any Services related to this Agreement this provision requiring employees Doc. No.: 405033 6 and 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. 11. INDEMNIFICATION: The Provider shall indemnify, defend, and hold harmless the City and its officials, employees, agents, and assigns (collectively, "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees), or liabilities (collectively, "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default, or negligence (whether active or passive) of the Provider or its employees, agents, or subcontractors (collectively, "Provider"), regardless of whether it is or is alleged to be caused in whole or part (whether joint, concurrent, or contributing) by any act, omission, default, or negligence (whether active or passive) of the Indemnitees, or any of them, or (ii) the failure of the Provider to comply with any of the paragraphs herein or. the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state in connection with the performance of this Agreement. The Provider expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or fonner employee of the Provider, or any of its subcontractors, as provided above for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. The Provider further agrees to indemnify, defend, and hold harmless the Indemnitees from and against (i) any and all liabilities imposed on account of the violation of any law, Doc. No.: 405033 7 ordinance, order, rule, regulation, condition, professional standards, or requirement related directly or indirectly to the Provider's performance under this Agreement, compliance with which is left by this Agreement to the Provider, and (ii) any and all claims and/or. suits for Services and materials furnished by the Provider or utilized in the performance of this Agreement or otherwise. The Provider shall hold harmless, defend, and indemnify the City for any errors in the provision of services and for any fines which may result from the fault of the Provider, its employees, agents, or subcontractors. The Provider's obligations to indemnify, defend, and hold harmless the Indemnitees shall survive the termination of this Agreement. The Provider understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by the Provider throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. 12. DEFAULT: If the Provider fails to comply with any term or condition of this Agreement or fails to perform any of its obligations hereunder, then the Provider shall be in default. Upon the occurrence of a default hereunder, the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Provider while the Provider was in default shall be immediately returned to the City. The Provider understands and agrees that termination of this Agreement under this Section shall not release the Provider from any obligation accruing prior to the effective date of termination. Should the Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, the Provider shall be liable to Doc. No.: 405033 8 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. 13. RESOLUTION OF CONTRACT DISPUTES: The Provider understands and agrees that all disputes between the Provider 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 resolution prior to the Provider being entitled to seek judicial relief in connection therewith. The Provider shall not be entitled to seek judicial relief unless (i) it has first received the City Manager's written decision, (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, or (iii) the City has waived compliance with the procedure set forth in this Section by written instruments signed by the City Manager. 14. CITY'S TERMINATION RIGHTS: A. The City Manager shall have the right to terminate this Agreement in his sole discretion, at any time, by giving written notice to the Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to the Provider compensation for services rendered and expenses incurred prior to the effective date of the termination. In no event shall the City be liable to the Provider for any additional compensation other than that provided herein or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement without notice to the Provider upon the occurrence of an event of default hereunder or a breach under any of the situations described in other sections of this Agreement. In such event, the City shall not be obligated to pay any amounts to the Provider and the Provider shall reimburse to the City all amounts received while the Provider was in default under this Agreement. Doc. No.: 405033 9 15. INSURANCE: A. The Provider shall, at all tunes during the term hereof, maintain such types and amounts of insurance coverage(s) as may be required by the City as set for in Attachment "D" hereto. The Provider shall add the City as an additional named insured to its commercial general liability and automobile policies and as a named certificate holder on all policies. The Provider shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) shall be furnished to the City on Certificates of Insurance indicating such Insurance to be in force and effect and providing that it will not be canceled, modified, or changed during the performance of the Services under this Agreement without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder; provided, however, that the Provider shall, at any time upon request, file duplicate copies of the policies of such insurance with the City. B. If, in the sole judgment of the City, prevailing conditions warrant the provision by the Provider of additional liability insurance coverage or coverage which is different in kind(s) or amount(s), the City reserves the right to require the provision by the Provider of an amount of coverage different from the amount(s) or kind(s) 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 the Provider 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. Doc. No.: 405033 10 C. The Provider understands and agrees that any and all liabilities regarding the use of any of the Provider's employees or any of the Provider's subcontractors for Services related to this Agreement shall be borne solely by the Provider throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. The Provider further understands and agrees that insurance for each employee of the Provider and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City's Risk Management Administrator throughout the duration of this Agreement. D. The Provider 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 terin of this Agreement and any extension hereof, the Provider shall be responsible for submitting new or renewed Insurance Certificates to the City's Risk Management Administrator at a minimum of ten (10). calendar days in advance of such expiration. In the event that expired Insurance Certificates are not replaced with new or renewed Insurance Certificates which cover the tern of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed Insurance Certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek damages from the Provider in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve the Provider of its liabilities and obligations under this Agreement. Doc. No.: 405033 11 16. NONDISCRIMINATION: The Provider represents and warrants to the City that the Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Provider's performance under this Agreement on account of race, color, sex, religion, age, disability, sexual orientation, marital status, or national origin. The Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. COMMUNITY SMALL BUSINESS ENTERPRISE: The City has established a Community Small Business Enterprise Program ("CSBE Program") designed to increase the volume of City procurement and contracts with small and . disadvantaged businesses. That program does not apply to this Agreement. The Provider will use its best efforts to comply with the Program insofar as practicable. 18. ASSIGNMENT: This Agreement shall not be assigned by the Provider, in whole or in part, without the prior written consent of the City, which may be withheld or conditioned in the City's sole discretion through the City Manager. 19. 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. Doc. No.: 405033 12 TO PROVIDER: Ellyn Setnor Bogdanoff Shareholder Becker & Poliakoff 1 East Broward Boulevard Suite 1800 Fort Lauderdale, Florida 33301 With a copy to: TO THE CITY: Arthur Noriega V City Manager City of Miami 444 S.W. 2nd Avenue 10th Floor Miami, Florida 33130 With a copy to: Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Suite 945 Miami, Florida 33130 20. 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 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 bear its own costs and attorneys' fees. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. 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. Doc. No.: 405033 13 D. 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, 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 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. E. The Provider shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure and certifications required by law for professional service providers. F. 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 to this Agreement hereto. 21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 22. INDEPENDENT CONTRACTOR: The Provider is being engaged to provide services to the City as an independent contractor and not as an agent or employee of the City. Accordingly, the Provider shall not 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 of the City. The Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Provider and agrees to provide workers' compensation insurance for any employee or agent of the Provider rendering services to the City under this Agreement. The Provider further understands and Doc. No.: 405033 14 agrees that the Provider's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds, and/or change in laws, regulations, priorities, or programs upon thirty (30) days notice. 24. 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. Force Majeure Event shall also mean any state of emergency declared by a local, state, or federal governmental entity. 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. 25. CITY NOT LIABLE FOR DELAYS: The Provider hereby understands and agrees that in no event shall the City be liable for or responsible to the Provider or any Doc. No.: 405033 I5 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. 26. USE OF NAME: The Provider understands• and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. The Provider 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. The Provider 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. 27. NO CONFLICT OF INTEREST: Pursuant to Section 2-611 of the City Code regarding conflicts of interest, the Provider hereby certifies to the City that no individual member of the Provider, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. The Provider hereby represents and warrants to the City that throughout the term of this Agreement, the Provider, its employees, and its subcontractors will abide by this prohibition of the City Code. 28. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the City (and their successors and assigns, if any) shall have any rights whatsoever under this Agreement. 29. 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 Doc. No.: 405033 16 earlier termination. 30. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: The Provider hereby certifies, represents, and warrants to the City that on the date of the Provider's execution of this Agreement and so long as this Agreement shall remain in full force and effect, the fee rates and schedules and other factual unit costs supporting the compensation to the Provider under this Agreement are and will continue to be accurate, complete, and current. The Provider 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 fee rates and schedules 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. 31. COUNTERPARTS:. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 32. INSURANCE REQUIREMENTS RIDER: Attached as Attachment "D" hereto and incorporated herein. 33. ENTIRE AGREEMENT: This instrument and its attachments 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. [Signature pages to follow] Doc. No.: 405033 17 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials, thereunto duly authorized, this the day and year above written. ATTEST: Todd Hanno City Clerk ATTEST: "City" CITY OF MIAMI, a municipal corporation By: Noriega V City Manager APPROVED AS TO INSURANCE REQUIREMENTS: -Marie S �'arpe Risk Manag- ent Director "Provider" Becker & Poliakoff 1 East Broward Boulevard Suite 1800 Fort Lauderdale, Florida 33301 By: Ellyn S. Bogdanoff, Shareholder 18 EIlyn Setnor Bogdanoff Shareholder ebogdanoff@beekerlawyers.com Becker & Poliakoff 1 East Broward Blvd., Suite 1800 Ft. Lauderdale, FL 33301 ecker MEMORANDUM TO: Mr. Arthur Noriega City of Miami FROM: Ellyn S. Bogdanoff, Shareholder Becker & Poliakoff, P.A. DATE: March 6, 2020. RE: Lobbying and Consulting Services Thank you for the opportunity to work with the City of Miami. The Becker Team is prepared to assist the City with navigating its issues through the final days of Session. It is my understanding that you have several appropriation items that are in the budget for consideration. I will be working with your current team to assist in securing these items through budget conference. Additionally, we will report on any policy issues that could adversely impact the City and do what is possible to mitigate them. Finally, we will work with the Governor's office to provide the necessary information through the review process to assist in making sure the items are not vetoed. I will be the team lead for the City of Miami and engage my colleagues as needed. I propose a monthly fee of $5,000 to begin immediately for a period of 3 months. Any travel or other expenses incurred, other than lobbyist registration fees, will be approved in advance and billed monthly; however, there will be no expense incurred for travel to Tallahassee for the remainder of the 2020 Session. Any extension of services beyond 3 months will be negotiated under a separate agreement. If the above terms are acceptable, please sign and return this agreement at your earliest convenience. Budget conference will likely begin in the next day so time is of the essence. Thank you again for this opportunity. Cordially, www.beckerlawyers.com Florida I New Jersey I New York Washington, D.C. March 6, 2020 Page 2 Ellyn Setnor Bogdanoff For the Firm ESB/cl Enclosure Retainer Agreement Agreed to and Accepted by the City of Miami including any of its related affiliate ', :.I or assigns. tif By: „et; Arthur Noriega V City Manager www.beckerlawyers.com Florida New Jersey New York Washington, D.C. ecker TERMS OF ENGAGEMENT We appreciate your decision to retain Becker (the "Firm") as your legal counsel. This document explains how we work, our obligations to you, your obligations to us, what we will do on your behalf, and how our charges will be determined and billed. Experience has shown that an understanding of these matters will contribute to a better relationship between us, and that, in turn, makes our efforts more productive. Our engagement and the services we will provide to you are limited to the matter(s) identified in the accompanying letter. Any changes in the scope of our representation, as described in the letter, must be approved in writing. We will provide services of a strictly legal nature related to the matter(s) described in the letter. You will provide us with the factual information and materials we require to perform the services identified in the letter, and you will make such business or technical decisions and determinations as are appropriate. You will not rely on us for business, investment, or accounting decisions, or expect us to investigate the character or credit of persons or entities with whom you may be dealing, unless otherwise specified in the letter. Further, there may be tax consequences resulting from the transaction, claim, settlement, or other resolution of your matter. Unless specified in writing by the Firm, the Firm will not be providing tax advice. The Firm has capable and experienced tax attorneys on staff who can assist you at your request. Confidentiality and Related Matters Regarding the ethics of our profession that will govern our representation, several points deserve emphasis. As a matter of professional responsibility, we are required to preserve the confidences and secrets of our clients. This professional obligation and the legal privilege for attorney -client communications exist to encourage candid and complete communication between a client and his lawyer. We can perform truly beneficial services for a client, only if we are aware of all information that might be relevant to our representation. Consequently, we trust that our attorney - client relationship with you will be based on mutual confidence and unrestrained communication that will facilitate our proper representation of you. Additionally, you should be aware that, in instances in which we represent a corporation or other entity, our client relationship is with the "entity" and not with its individual executives, shareholders, directors, partners, or persons in similar positions, or with its parent, subsidiaries, or other affiliates. In those cases, our professional responsibilities are owed only to that entity, alone, and no conflict of interest will be asserted by you because we represent persons with respect to interests that are adverse to the individual persons or business organizations who have a relationship with you. Of course, we can also represent individual executives, shareholders, partners, and other persons related to the entity in matters that do not conflict with the interests of the entity, but any such representation will be the subject of a separate engagement letter. Similarly, when we represent a party on an insured claim, we represent the insured, not the insurer, even though we may be approved, selected, or paid by the insurer. Fees and Billing We encourage flexibility in determining billing arrangements. For example, we often agree with our clients to perform services on a fixed -fee, success fee, or other basis that we and the client www.beckerlawyers.com Florida 1 New Jersey j New York J Washington, D.C. ecker believe will encourage efficiency and reflect the value of our services in relation to a particular objective. If you and we have agreed on a fixed fee or success fee arrangement, you agree that our fees will not be limited to the fixed amount if you fail to make a complete and accurate disclosure of information that we have requested and that we reasonably require for our work, or if you materially change the terms, conditions, scope, or nature of the work, as described by you when we determined the fixed amount, or as compared with the work normally and customarily involved in similar engagements. If any of these events occur, you agree that our fees will be based upon the other factors described below, unless you and we agree on a revised fixed or success fee. If the accompanying letter does not provide for a fixed fee, our fees for services will be determined as described in the following paragraphs. When establishing fees for services that we render, we are guided primarily by the time and labor required, although we also consider other appropriate factors, such as the novelty and difficulty of the legal issues involved; the legal skill required to perform the particular assignment; time -saving use of resources (including research, analysis, data and documentation) that we have previously developed and stored electronically or otherwise in quickly retrievable form; the fee customarily charged by comparable law firms for similar legal services; the amount of money involved or at risk and the results obtained; and, the time constraints imposed by either the client or the circumstances. We generally require a fee and cost depositin an amount that is appropriate with respect to the proposed representation. We may request an additional fee and cost deposit based upon the exigencies of your case. Unless otherwise agreed in writing, the Firm, in its discretion, may apply the fee and cost deposits to the earliest unpaid fees and costs incurred in connection with the representation. In determining a reasonable fee for the time and labor required for a particular matter, we consider the ability, experience, and reputation of the lawyer or lawyers in our firm who perform the services. To facilitate this determination, we internally assign to each lawyer an hourly rate based on these factors. If we determine that research or other work can be efficiently handled by a law clerk or paralegal under an attorney's supervision, the time of the law clerk or paralegal will be billed at the paralegal or law clerk rate applicable to the services performed. Of course, our hourly rates change periodically to account for increases in our cost of delivering legal services, other economic factors, and the augmentation of a particular lawyer's ability, experience, and reputation. Any such changes in hourly rates are applied prospectively, as well as to u nbilled time previously expended. You will be advised of any change in the hourly rate applicable to your matter. We record and bill our time in one -tenth hour (six minute) increments. When selecting lawyers to perform services for you, we generally seek to assign lawyers having the lowest hourly rates consistent with the skills, time demands, and other factors influencing the professional responsibility involved in each matter. That does not mean we will always assign a lawyer with a lower hourly rate than other lawyers. As circumstances require, the services of lawyers www.beckerlawyers.com Florida I New Jersey I New York I Washington, D.C. ecker in our firm with special skills or experience may be sought when that will either (a) reduce the legal expense to you, (b) provide a specialized legal skill needed, or (c) help move the matter forward more quickly. In an effort to maximize efficiency and improve the quality of legal services, we have made a substantial investment in the application of technology to the practice of law. A direct benefit of this technology is the ability to do research, compile documents and respond to client needs in a fraction of the time previously required; thereby substantially improving the quality of legal services while reducing the costs. To effectively utilize technology in the law office, there are on -going costs associated with system research, development, maintenance, upkeep, and staff training, as well as the time expended in developing the primary source documents. Accordingly, in situations in which a previously -developed work product is used as a primary source of a paralegal's or an attorney's work product, a value must be applied to the previously -developed work product. This process is known as value billing. Value billing is simply applying a weighted value to the time expended in providing legal services, which allocates a value for the previously -developed work product. The benefit to the client of a technologically -advanced firm is improved legal services tailored to the client's needs in a fraction of the time and at a fraction of the cost. In many matters, a weighted value (value billing) will be applied to a paralegal's or an attorney's efforts which utilize, as a primary source, a previously - developed work product. If you have any questions concerning the application of value billing to a specific matter being handled by us, please feel free to write or call the attorney handling your matter(s). Expenses In addition to legal fees, our statements will include out-of-pocket expenses that we have advanced on your behalf and other charges (which may exceed direct costs and allocated overhead expenses) for certain support activities. Advanced expenses will generally include such items as travel, parking, postage, filing, recording, certification, and registration fees charged by governmental bodies. Other charges typically include such items as telephone calls, facsimile transmissions, printing, scanning charges or other digital or electronic images, overnight courier services, certain charges for computer research and complex document production, processing, loading, conversion, coding, manipulation, technical assistance and project management costs for use with litigation support software, charges for electronically filing documents within the various courts' electronic filing systems and charges for copying and scanning materials sent to you. or third parties or required for our use. Some such costs, including but not limited to computer searches, computer generated documents and filings, long distance telephone calls and facsimile transmissions, may include an administrative fee charged by the Firm, as determined by the Firm from time to time. Instead of charging for long distance and telephone conference fees, facsimile transmissions, routine printing, scanning, photocopying, or other digital or electronic images, the firm may elect to charge a one- time fee of $2.25 per megabyte of stored records rounded up to the nearest dollar. This electronic records fee will be charged only once, as records are added to the database, and will not be a recurring charge for storage. We may request an advance cost deposit (in addition to the advance fee deposit) when we expect that we will be required to incur substantial costs on your behalf. www.beckeriawyers.com Florida I New Jersey I New York I Washington, D.C. ecker During the course of our representation, it may be appropriate to hire third parties to provide services on your behalf. These services may include consulting or testifying experts, investigators, providers of computerized litigation support, and court reporters. Because of the legal "work product" protection afforded to services that an attorney requests from third parties, in certain situations we may assume responsibility for retaining the appropriate service providers. Even if we do so, however, you will be responsible for paying all fees and expenses directly to the service providers or reimbursing us for these expenses. Billing We bill periodically throughout the engagement for a particular matter, and our monthly statements are due when rendered. If our fees are based primarily on the amount of our time devoted to the matter, our statements will be rendered monthly. In instances in which we represent more than one person or entity with respect to a matter, each person and entity that we represent is jointly and severally liable for our fees and expenses with respect to the representation. Our statements contain a concise summary of each matter for which legal services are rendered and the fee that is charged. If our statement is not paid in a timely manner, we reserve the right to discontinue services. Additionally, if our statement has not been paid within thirty (30) days from the date of the statement, we impose an interest charge of one and one-half (1.5%) percent per month (an eighteen percent annual percentage rate), from the 30th day after the date of the statement until it is paid in full. Interest charges apply to specific monthly statements on an individual statement basis. Any payments made on past -due statements are applied first to the oldest outstanding statement. If you have given the Firm a deposit for attorneys' fees and costs that the Firm has deposited in our trust account which is designated for use in one matter, and you fail to pay attorneys' fees or costs for another matter the Firm is handling for you, the Firm shall have the option to disburse those funds to the Firm to pay outstanding attorneys' fees and costs in any other matter provided that attorneys' fees and costs in the other matter are more than 60 days past due. If collection activities are necessary, we will be entitled to reasonable attorneys' fees and costs, for pre-trial, and all trial, arbitration, mediation and appellate levels, including the amount of attorney's fees incurred in determining the amount of attorney's fees and costs awarded, and including the value of attorney's fees we incur if the Firm represents itself. Post judgment interest shall accrue at the rate of eighteen (18%) percent per annum. IN THE EVENT OF A DISPUTE, OVER THE AMOUNT OF LEGAL FEES CHARGED OR THE MANNER, NATURE OR EXTENT OF LEGAL SERVICES PROVIDED, YOU AGREE YOU HAVE WAIVED THE RIGHT TO A TRIAL BY JURY. In any such litigation, jurisdiction and venue will lie in the court of competent jurisdiction in St. Lucie County, Florida. If you object to any portion of an invoice, you shall so notify the Firm within thirty (30) calendar days of receipt of the invoice. You shall identify in writing the specific cause of the disagreement and the amount in dispute, and shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Agreement. If no dispute is submitted www.beckerlawyers.com Florida 1 New Jersey 1 New York 1 Washington, D.C. cker within thirty (30) calendar days, the invoice will be considered due and payable and any dispute regarding the invoice that could have been detected within said thirty (30) day period shall be deemed waived. Should the Firm cease to represent Client for any reason, including the Firm's voluntary withdrawal during the pendency of any action, and any attorney's fees or costs remain unpaid, the Finn is entitled to a charging lien and to payment of any costs and attomey's fees out of any eventual recovery in the action (in addition to any right to a retaining lien) or other rights retained herein. Questions About Our Bills We invite you to discuss freely with us any questions you have concerning a fee charged for any matter. We want our clients to be satisfied with both the quality of our services and the reasonableness of the fees we charge for those services. We will attempt to provide as much billing information as you require and in such customary form that youdesire, and we are willing to discuss with you any of the various billing formats we have available that best suits your needs. Relationships With Other Clients Because we are a multi -practice law firm with offices throughout Florida and the U.S, we may be (and often are) asked to represent a client with respect to interests that are adverse to those of another client who is represented by our firm in connection with another matter. Just as you would not wish to be prevented in an appropriate situation from retaining a law firm that competes with Becker, our firm wishes to be able to consider the representation of other persons who may be competitors in your industry or who may have interests that are potentially adverse to yours, but with respect to matters that are unrelated in any way to our representation of you. The ethics that govern us permit us to accept such multiple representations, assuming certain requirements are met. Virus and Computer Hacking Protection During the course of our engagement, we may exchange electronic versions of documents and emails with you using commercially available software. Unfortunately, businesses and people are often victimized by the creation and dissemination of computer viruses, or similar destructive electronic programs. We take the issues raised by these viruses seriously and have invested in software and systems that identify and reject files containing known viruses. We also update our system with the software of various vendors' current releases at regular intervals. By utilizing this scanning software, our system may occasionally reject an email you send to us. We, in turn, may email you something that is rejected by your system. We believe this infrequent occurrence is to be expected as part of the ordinary course of business. Because the virus protection industry is generally one or two steps behind new viruses, we cannot guarantee that our communications and documents will always be virus free. Occasionally, www.beckerlawyers.c,om Florida I New Jersey I New York I Washington, D.C. ecker a virus will go undetected as it is passed from system to system. Although we take seriously our virus protection measures, we make no warranty that our documents and communications with you will be virus free and we are not responsible for any such computer viruses. Please inform us immediately in the event a virus enters your company's system via any electronic means originating from our Firm. Through cooperative efforts we can minimize any disruption to our communications. Similarly, we have invested in software and systems that identify and protect against computer hackers gaining access to our computers, data, email and communications with you. Nevertheless, no precautions can prevent every hacking attempt. Accordingly, we make no warranty that our computers, data, email and communications with you will be free of computer hacking and we are not responsible for any such computer hacking. Retention Policy Your file will be processed and closed under the Firm's Retention Policy which means the file will be destroyed 10 years after completion of the work. Solicitation We spend a great deal of time and resources to hire and train superior attorneys and employees who are able to provide you with legal services conforming to our high professional standards. Accordingly, in the event you solicit or hire a Firm attorney or employee during the time period we are representing you and for a period of six months thereafter, you agree you will pay the Firm an amount equivalent to twenty-five (25%) percent of that attorney or employee's first year of base salary with your organization (including any signing bonus), plus stock or equity in your organization equivalent to twenty-five (25%) percent of any stock or equity grant made as part of your hiring of such attorney or employee. Termination Upon completion of the matter(s) to which this representation applies, or upon earlier termination of our relationship, the attorney -client relationship will end, unless you and we have expressly agreed to a continuation with respect to other matters. We hope, of course, that such a continuation will be the case. The representation is terminable at will by either of us. The termination of the representation will not terminate your obligation to pay our fees and expenses incurred prior to the termination. Additional Work Performed at Client's Request From time to time, Clients request that we perform or engage in legal services beyond the scope of the specific matter for which a client may have specifically or originally engaged the Firm. Our practice is to enter into a separate agreement for those services. To the extent that you www.beckerlawyers.com Florida I New Jersey I New York I Washington, D.C. ecker request us to provide legal assistance, consultation, advice or counsel in connection with any matter or matters outside the scope of our original engagement, and have not signed a separate agreement for that work, you expressly agree and acknowledge that the provisions of the attached engagement Letter and these Terms of Engagement shall apply to and govern our provision of those additional services requested of the Firm by you. Your agreement to this engagement constitutes your acceptance of the foregoing terms and conditions. If any of them is unacceptable to you, please advise us now so that we can resolve any differences and proceed with a clear, complete and consistent understanding of our relationship. Last Revised 03/03/2018 ACTIVE: 10864418_1 www.beckerlawyers.com Florida I New Jersey I New York I Washington, D.C. ATTACHMENT D Evidence of Insurance Coverages To be attached at time of document execution INSURANCE REQUIREMENT FOR PROFESSIONAL SERVICES AGREEMENT -STATE ADVOCACY SERVICES 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 included as an Additional Insured Employees included as insured II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability $1,000,000 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 Doc. No.: 405033 19 V. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Deductible- not to exceed 10% The above policies shall provide the City with written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 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. Doc. No.: 405033 20 ATTACHMENT E Provider's Corporate Resolution Doc. No.: 405033 21 BECK&PO-01 MYOUNG 'A�� �� CERTIFICATE OF LIABILITY INSURANCE DAT/13/2DIVYYY) 1/13/2020 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 Corporate Insurance Advisors, LLC 1401 E. Broward Blvd. Suite 103 Fort Lauderdale, FL 33301 CONTACT NA E: PHONE FAX (A/C, No, Ex* (954) 315-5000 1 (A/C, Noi:(954) 315-5050 E-MAIDRLESS: service@ciafl.net AD INSURER(S) AFFORDING COVERAGE NAIC 4 INSURER A : Hartford Casualty Insurance Company 29424 INSURED Becker & Poliakoff, P.A; Association Title Service, LLC One E Broward Blvd Suite 1800 Ft. Lauderdale, FL 33301 - INSURER B : Hartford Insurance Co INSURER c :Employers INSURER D :Allied World Surplus Lines Ins. Co. INSURER E : CNA Insurance Company INSURER F : COVERAGES • 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 BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER (POLICY MIDI OmYY1 (MM/DDYIYEVX/PY1 LIMITS A X COMMERCIAL GENERAL LIABILITY 21UUNHF5616 3/24/2019 3/24/2020 EACH OCCURRENCE 1 OOO OOO s + + CLAIMS -MADE X OCCUR DAMAGETORENTED PREMISES (Ea occurrence) S 300,000 MED EXP (Any one person) $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES El' X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 EMPLOYEE BENEFI $ 2,000,000 B AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY _ X SCHEDULED AUTOS AUTOS ONLY 21UUNHF5616 3/24/2019 3/24/2020 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ INJURYp(Per accident $ pBOODILY (Per accident) AMAGE $ $ A X UMBRELLA LIAR EXCESS LIAB _ OCCUR CLAIMS -MADE 21RHUHF4622K3 3/24/2019 3/24/2020 EACH OCCURRENCE $ 20,000,000 AGGREGATE $ 20,000,000 DED X RETENTION$ 10,000 C AND EMPLOYERS COMPENSATION AND ANY PROPRIETOR/PARTNER/EXECUTIVE EMandaRIM in NH) EXCLUDED? If yyes, describe under DESCRIPTION OF OPERATIONS below YIN N N 1 A 1/1/2020 1l1/2021 X STATUTE OTH- E.L. EACH ACCIDENT 500,000 $ E.L. DISEASE - EA EMPLOYEE 500,000 $ + E.L. DISEASE - POLICY LIMIT $ 500,000 D E Professional Liab Professional Liab 0312-1607 596642314 12122/2019 12/22/2019 12/22/2020 12/22/2020 Per OcclAggregate Deductible 30,000,000 150,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached If mo e space Is requl ed) The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than thirty (30) 'days prior to any such cancellation or material change. Regarding Auto and General liabilitythe City of Miami included as an Additional Insured. Employees included as insured. Coverage is primary & non contributory.; CERTIFICATE HOLDER CANCELLATION City of Miami Attn: Daniel Alfonso 444 SW 2nd Ave 10th Floor Miami, FL 33130 ACORD 25 (2016/03) 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 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD