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Amendment No. 9 to the Agreement between LIMOSUINES OF SOUTH FLORIDA, INC. and CMB , . . ZO2-3\373. AMENDMENT:NO.9:TO THE AGREEMENT BETWEEN THE CITY:OF MIAMI BEACH,FLORIDA AND. LIMOUSINES OF SOUTH,FLORIDA,'INC: FOR THE TURN-KEY;OPERATIONSAND:MAINTENANCE:SERVICES OF A MUNICIPAL TROLLEY SYSTEM.FOR THE CITY OF MIAMI BEACH .This Amendment No::9 to the..Agreement; dated'May 8, 2014, between-the City of;Miami Beach, Honda`("CITY')and:Limousines ofSouth'Floriida, Inc,`for Turn-Key Operations:and.Maintenance Services of a Municipal Trolley System ;for the City of;Miami Beach (the'"Agreement") is made and-entered into,,,effective as of the`29th:day of=July,•2020 ("'Effective:Date): 'WHEREAS, on Apnl 30; 2014, the City Commission approved the;award Of Invitation to ;Bid ;("ITB") No.. 2014=154-SR for. Turn-Key Trolley Operations and Maintenance :Services'to Limousines of:South.Florida Inc."("LSF" or"CONTRACTOR"); and WHEREAS,on May 8,2014,the:CITY and'CONTRACTOR executed the:Agreement,and 'WHEREAS,this Agreement`allowed for`the operation of the existing North':Beach;trolley service: and iincludedprovisions for the addition Of routes at the CITY'.S sole.discretion,and subsequent:re-.negotiation:of hourly rates if change in:'-Service increased or decreased by;more than 20%;-and WHEREAS,:on July 30, 2014,-the,Mayor and City Commission adopted Resolution No 201.4- 28708, authorizing the CITY to execute.Amendment 'No. 1 to the Agreement, which i;ncreased';the'scope of the Agreement to include. optional....equipment as well as ;additional automated stop announcement: equipment, with the capability ;Of displaying public advertisements, and WHEREAS,,on October 6,:201.4;the CITY and CONTRACTOR executed Amendment No. 1 and WHEREAS;:on March 18, 2015,.:the Mayor::and City.Commission'adopted;Resolution No. :2015- 28967;:approving,and'authorizing:Amendment No.. 2 to the Agreement, incorporating an enhanced-Scope.;of Services to the`Agreement in order to;accommodate.additional transportation expenses needed for=the CITY's Centennial celebration, increasing the cost of the Agreement for said enhanced;Scope of Services;during the.2014-20.15 fiscal year, solely;.and WHEREAS,`on'March 24, 2015,:the.CITY and'CONTRACTOR executed Amendment No: 2; and WHEREAS, on.:October.21, 2015,the Mayor:and'City.Commission adopted Resolution No 20157 29194, waiving, by,5/7ths vote, the.:competitive bidding requirement and approving: Amendment No 3 to the Agreement;:,said amendment providing;for (1).the, addition of the operation'and.maintenance services fortwo:new routes•in°Middle Beach(the"Middle Beach Loop"' and the."Collins, Link"), (2) the addition of fourteen (14) newmodified/ kneeling high floor/ rear end wheel chairlift trolley vehicles("New Modified trolley vehicles")for the operation of the North Beach and ,Middle;Beachroutes, in an amount not to,, exceed $6,700,000 annually, (3): a negotiated new hourly:rate.commensurate with the cost of:said trolley vehicles and the additional s.ervices_forthe:new Middle:Beach:routes; (4)the early exercise..of the two.(2):renewal'.options,; Pageaof`10 . • extending:the. agreement to'Nay 7,12021; (5) in addition to-lhelerm provided 'in the previOus subsection(4);further extending the term, as to each route,to-include a full Sixty(60)month term; commencing as of the roll-out date of all the.New.Modified trolley vehicles for each respective route; and (6)and authorizing the City Manager to'approVethe purchase of additional optional • equipment forthe.New-Modified trolley'vehicles; and. WHEREAS, on January 14 2016, the CITY and CONTRACTOR executed Amendment No: 3; and • WHEREAS',:on July 20, 2016, the Mayor and City Commission adopted Resolution No. 2016- 29519, accepting the recommendation Of the•City Manager and waiving; by 5/7ths vote, the competitive bidding requirement, finding such waiver to,be in the best interest of the CITY, and iapproVing.Amendment No..-4"tolhe Agreement In substantial form, increasing.the.scope of the:AgreementlO'include.the following (1,) the addition of one(1).bi- directional route in South Beach foraterm of sixty(60)months, commencing as Of the roll-out date for Low-Floor trolley vehicles, (2)the addition of twelve (12) new Low-Floor trolley,vehicles for use in all:CITY•trolley routes; (3) a :negotiated new ,hourly rate for. the Low-Floor trolley vehicles and ,additional associated:services, and (4) increasing the annual cost of the Agreement, from a not to exceed cost of $:6;700,000,to a not to exceed cost of $12,000,000, authorizing the City Manager to approve the purchase of additional optional equipment for the Low-Floor trolley vehicles, as may be needed in the AdminiStratiOn' s discretion; subject to funding availability, authorizing the CITY Manager to terminatethe-existing interlocal agreement'in connection with the negotiation of'a .•new interlocal-agreement,with Miami-Dade County; in connection'with the South Beach'Route; and:further authorizing the Mayor and City Clerk'to execute the, final negotiated interlocal ?green-tent and Amendrnent.No. 4;and WHEREAS,Amendment No. 4 to the Agreement was executed on Mardh 29, 2017;,and WHEREAS,',in ah effort tojrnprovethe efficiency of the CITY' S trolley,service as well as enhance passengers''tranSlt,experience, on 'May 17, 2017,. the,Mayor and City Commission diScusSecriMplementatiOn.Of an express trolley service along Collins Avenue, connecting,North, Middle and South:Beach;and WHEREAS,:on May 17,2017, the Mayor and-City Commission adopted Resolution No. 2017-29873,approving and authorizing'the City Manager and.City Clerk to execute Amendment NO. 5 to the Agreernentapproving the replacement of'the Collins Link route alignment.with,the Collins Express• route, at no additional ,cost to the CITY, to :provide more direct intracity cOnnectiVity between Washington Avenue/Lincoln road and88 Street,and WHEREAS,Amendment,No. 5 to the Agreement-was executed on October26, 2017; and WHEREAS,.orvOctober 18, 2017; the Mayor and City Commission adopted Ordinance. No. 2017- 4143, amending certain provisions of the City Living,Wage Ordinance as codified in Sections 2-407 throUgh 27-410 &the City Code or the Ordinance; and WHEREAS,the,primary purpose of the.amendmenttothe Ordinance was to adjust and increase the hourly living wage rate and health benefit paid by service contractors covered under the.Ordinance to their covered employees with the proposed increased for the calendar year 2018. to,be." Phased-,ire!'over a`three(3):year period.commending.on,January"l,.2018; and Page 2,010 WHEREAS, Amendment No.`6 to the,Agreement, reflecting the impact of the Living Wage ordinance, was executed on December 4, 2018;.and WHEREAS,on January 1.6,2019,the Mayor and the City Commission adopted Resolution No. 2019-. 30687, approving, in substantial form, Amendment No. 7 to the Agreement; said amendment including the following modifications: (1)adding one(1)used high-floor-trolley vehicle. to the :CITY's trolley, fleet to be used as a spare only; (2) permitting the operation of all trolley vehicle types (high-floor, modified high-floor/kneeling or low-floor);along any of the CITY's trolley routes,:as needed, to ensure proper service coverage; and (3) modifying other miscellaneous provisions .of the Agreement to address the current operating conditions of.the..trolley services, which include updating the trolley routes, establishing a new On-Time Performance:.goal of 85% for all trolley routes, and clarifying the language for determining fuel charge adjustments and. performance penalties; and WHEREAS, Amendment No. 7'to'the Agreement was executed on March 15,2019;,and: WHEREAS, on September 25, 2019, the Mayor and.City Commission adopted Resolution No. 2019-31000, approving and authorizing the City Manager and City Clerk to execute Amendment No. 8 to the Agreement; adding, at no additional cost to the CITY, one (1) used 2006 high-floor trolley vehicle;to the CITY's fleet, to be used solely as,a spare;.and WHEREAS, Amendment No.8 to the Agreement was executed on October 11,'2019; and WHEREAS,'the Agreement, Amendment No,. 1, Amendment No. 2, Amendment No.. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, and Amendment No. 8 shallbecollectively referred to herein as the "Agreement"; and WHEREAS, on or around March 26, 2020, in response to the Coronavirus Disease 201.9 (COVID-19) pandemic, the CITY suspended all trolley service (commencement of"Suspension Period"); and WHEREAS, pursuant to Section 4 (FEES) of Article 1 (GENERAL REQUIREMENTS) of the,Agreement, any increase or decrease of service levels by more than 20% (Material Change), as compared to the previously negotiated service levels (i.e. revenue hours) requires the parties to the,hourly operating rate;and WHEREAS, the CITY's level of service, prior to the commencement of the Suspension Period, was.approximately 13,471 hours per month (Baseline Level of Service); and WHEREAS, in light of the fact that trolley services have been completely suspended, the Material Change provision has been triggered: and WHEREAS', during the Suspension Period, CONTRACTOR incurred various monthly fixed costs(Suspension Period Shortfall)associated with the protection of the 32 trolleyvehicles which are dedicated to the trolley services'under the Agreement("City's fleet");and WHEREAS, due to the impact of the COVID-19 pandemic, the CITY intends to re-start operations ata level of service hours per month that is less than the Baseline Level.of Service (Reduced Level of Service); and Page 3of10 WHEREAS, Miam1 Dade County,has requested to utilize a;portion; or all; of the CITY's fleet ("County- Operated trolley =vehicles"),"which the City'Will' not be ;operating .during.,„the I Suspension.Period orduring;any Reduced level,of Service period (collectively, "County's period of use"), at no cost to the CITY, in'order ito increase-passenger capacity and to providea higher levet of 'service quality and: reliability,on County bus routes primarily..serving .Miami Beach residentsand:workers;:and,:_ WHEREAS, pursuant to :Section 17 `,(EXCLUSIVE USE) of.-Article 'I (GENERAL REQUIREMENTS).of the Agreement, CONTRACTOR cannot enter;into the agreement with,any other•-•party for:use of equipment and/or personnel dedicated to the trolley.services,under:the:; Agreementwithoutapproval.from•the CITY; and • WHEREAS,-;subject'to the terms:_and conditions of this Amendment, the.CITY:will grant CONTRACTOR a temporary and revocable right to assign one or more of:the'trolley vehicles in the City's fleet:for-:use by-CONTRACTOR on behalf Of the.County ("County Operated trolley vehicles"):pursuant'to an;agreement between. CONTRACTOR and :the County;; provided that, 'within thirty(30).days fromwritten notification'from the,CITY,CONTRACTOR will make1available, .ary•numberof the.County Operated trolley vehicles,•for use by the CITY.under the scope of this Agreement;,and WHEREAS;,County's period;of use commenced on.July 31,2020; and WHEREAS,:on July 29, 2020,:the.Mayor and the City Commission adopted Resolution No; 2020-31373,authorizing:the City Managerto;negotiatear d:executeAmendment.No. 9 to the: Agreement based upon the; essential terms set forth in the City Commission:'Memorandum: accompanying the" Resolution;,, said amendment including the following..modifications:; (1), approving the temporary use of the:'CITY'trolley'fleet by Miami,-Dade County.; Florida, during'any. periods .of suspension of.trolley::services,, and (2) approving; new rates for operation during. reduced levels of ser'.vice. NOW THEREFORE, in consideration of the";mutual;promises and conditions contained herein; .and" ;other good and valuable >consideratiion, the sufficiency -of ,which is hereby acknowled ed,:the CITY;and CONTRACTOR herebyagree to.amend the.A reement;at follows 9 .9, 9 1: The recitals"set forth above:are true,and correct:and are,incorporated.herein by reference.. 2 Article 1,:Section 4', of the Agreement;:entitled "FEES;":is hereby:deleted in its entirety and;replacediwith the:,following; FEES.As consideration tolhe CONTRACTORafor providing the Services.underthis-Agreement, CITY shall"compensate CONTRACTOR, for services provided to the CITY,'on a monthly,basis; based:upon the-,following:fiked.hourlyrate:(the :Between:` Between; : Between Between. Between' 10777- 8,757 6;736 4;71-$.- :1O,77€ ,7.15;10,7.76': 8,756'.. 6,735: 4;714 Monthly Monthly': .Monthly Monthly 'M'onthly. Service• Service: Service: Service: :Service. Hours for Hours for :Hours for Hours for Hours .,:for `:Combined Combined' Combined Combined, 'Combined. • Fleet. 'Fleet; Fleet Fleet Fleet Page 4-of;10 . . } :Hourly Rate ifor High Moor and Modified.High `' floor Trolley Vehicles; Turnkey trolley services on, a per vehicle, per'service; hour basis, to include all $65:81; $72.49 $78:21 $88.85 '$115.43 :' vehicles, equipment, fuel, maintenance; operations_; licensing, insurances, .and any other incidental: items or fees required for a fully: functioning trolley service. HourlyRatefor . Operation of Low=Floor. Trolley=Vehicles Turnkey= trolley services, on a per vehicle,,perservice hour basis, to include:_all vehicles,equipment,,'fuel, $77:35 $84:03 $89:75 $100:39 $126.97 meintenance;;•operations; licensing, insurances;:and any other incidental or fees required for a fully functioning:trolley service: ;As referred to herein, high-floor trolley:vehicles, New Modified trolley vehicles and Low-Floor trolley vehicles may be collectively referred;to as"""trolleyvehicle(s)",".System',vehicles",the."City's fleet" or.'"vehicles";:and the,New Modified'trolley:vehicles and Low=Floor trolley vehicles may:be collectively'referred to-:as:the" new trolley vehicles." Service hour;(service hour(s)).as referred=to herein isd'efined-as_the measure of scheduled hours _ of-:service. available-to the'public for transport on the'`routes, :equivalent to one transit'vehicle traveling:`in one hour in revenue service;excluding,deadhead hours,or idle times greater than 15 :minutes;which.is determined; et the CITY.S discretion, to be without-areasonable justification. 'Within,fifteen•(15) days.from'the.end.of each month,;the fixed hourly rate forthe service hours operated.:during the;previous.month;for services provided to the CITY;shall be determined based upon:the:,CITY'S scheduled service hours,;in combination with County's scheduled service hours for all-'County,Operated trolley vehicles for the same-..month'("Combined Fleet"). For example,,if the CITYschedules 5;000 monthly service;hours and•'the•Countyschedules`10,000 service hours for the same month; the rate charged,to the CITY:shall b_ a $65.;81 forHigh=Floor trolleys and .$77.35 for Low-Floor trolleys CONTRACTOR:shall retainownership of the trolley vehicles in:the CITY'S fleet at end:of the Term, except'in the;.event of:an-.early termination for convenience•by`the,CITY,.:as described in,Section 13"of.Article I ofthe-:Agreement, entitled-"TERMINATION FOR CONVENIENCE", in which'case Page 5 of 10. :the CITY would retain ownership::of -said: trolley'vehicles,; :upon payment of the 'remaining amortization schedule(s): The CITY reserves the right to modify the service 'levels at-any time during the Term of the. I. Agreement Any service levels thatare below 2,694 hours ort above 16,165 hours-per month, for the Combined Fleet ehall require that thef fixed l ourlyrate be negotiated with'the,CONTRACTOR.. CONTRACTOR's Fee shalll.be:inclusive•of any and'all';costs:incurred'by CONTRACTOR'in order to perform the Services under the Agreement in a first=class and timely manner including;:but.not { vehices to,rnited n p tine,condition, and ande storner Service to riders,mantaining'h adways as pecfiied maintaining deeaor aand exterior of r.attached;Exhibits,A I through f. In the event that CONTRACTOR'S,-expenses and/or costs: exceed the agreed upon Fee, ,CONTRACTORehalt pay any such excess from':its ownfunds:. The CITY;shell;not be required to pay any amount'that;exceeds the Fee,:and;'CONTRACTOR Shell have no claim against the CITY ,on account thereof: 3.- Article 1, Section 17,-6f-the AgreeMent titled",EXCLUSIVE USE," is hereby-deleted in its ,entirety<and:replaced'with:the following:_ 17. EXCLUSIVE USES.The:CONTRACTOR,shall not enter into.an agreement with any otherparty. for.use of equipment and/or personnel-:dedicated.to,this-service'without the'.approval of the: • CITY..Notwithstanding;the forgoing,.the parties acknowledge and agree that CONTRACTOR may enter inton agreement with Miami Dade County ("CountyAgreement",), atno cost to the CITY,for the.use of the CITY's'trolley equipment and/,or personn'el'for the,period beginning July29, 20201 subject,to'the';follbwing,conditions: a'. The :County Operated trolley vehicles-,are to'be primarily used along routes that serve MiamiBeach; b'. The CITY hereby.grants 'CONTRACTOR a-temporary and revocable:right to temporarily. assign: the, County Operated trolley vehicles.lor use under the County's Agreement; provided, that within. (30). days;from written notification; CONTRACTOR. will ,make available, any"number of the County Operated trolleyvehicles;;for use by"the CITY under` the scope of this°Agreement.. CONTRACTOR shall'ensure that the County Agreement contains.provisions.,requiring the County to terminate the use of the County Operated trolley. vehicles Within thirty '(30) days from receipt of written notification from CONTRACTOR. c. During the .County's period of use, CONTRACTOR'shall:.continue to maintain the same insurance requirements, ,as set forth in "Article I,' Section 10 ,(INSURANCE REQUIREMENTS..of theAgreement,;for.:,the County Operated trolleyvehicles;._ d All costs, andrisks related to operation, management and maintenance:"of the County :Operated trolley vehicles, during the County,'s period of use,shall be:the responsibility-of the County and/or'CONTRACTOR, as.:applicable, under the 'scope of"the County's ,Agreement; Page:.6 of:10 e CONTRACTOR shall Continue:.td..Maintain the County Operated` trolley'�vehicles, at'a minimum,,in+accordance with the standards and:requirements of this Agreement;: f Prior to.commencing:,use of the County;Operated trolley vehicles•'along any of ther.County routes,CONTRACTOR shall coyer (via:partial wrap or similar solution) all:Cify of Miami Beach:`logos, decals branding and any:other exterior or interior design elements that-, associate vehicles with Miami Beach,'including any'customer service numbers Prior to 'assignment of:any.of:the vehicles from,the.'CITY's'fleet to.any of the County'routes, the CITY staffwill be given anopportunity to inspect.•de branding.of vehicle interiorand exterior: County;Operated trolley°vehicles can be used.only after:de-branding.:is reviewed end a pproved;by,the=_CITY; g The CITY shall retain`,advertising rights connection,to County Operated trolley vehicles, . . h.. Any mechanical, exterior,or Interior damage to the County Operated trolley vehicles shall, be corrected.=prior to, returning the County'Operated trolley vehicles to, the:CITY for operation in the Trolley Service Areas, i. All interior and exterior vehicle branding and; Miami::Beach identifiers shall'be restored prior to,returning'the County Operated trolley vehicles to .the CITY for,operationin;the.: Trolley Service Areas;: CONTRACTORShall provide, on a.monthly;bas�is,detailed reports;:specifying scheduled' number-of vehicles in service.route;assignment, number of;scheduled:and actual'service: hours'provided for the,Combined-Fleet; and k. During the time thateither:the CITY or the County operate the:.CITY's fleet,'tle Suspension Period°•terminates, and thereafter the,,CITY-does not accrue.any Suspension Period S;hortfall:, 4. A new Section titled "INSPECTORGENERAL_AUDIT RIGHTS, is added to;Article2.: as follows:' 9. INSPECTOR.GENERAL AUDIT RIGHTS aPursuant,to Section 2,256'of the Code-of theCity ofMiami.Beach,the Cityhas.established the Office of the inspector,General:which-mey,,on a.random.basis,°perform reviews,audits, inspections..and. investigations on all ;City, contracts, throughout::;the duration' of. Said.: contracts This random audit is:separate and distinct from any other-audit performed by or on'behalf of the City:, b. The Office,.of the:`Inspector'General is' authorized to;`investigate City .affairs and empowered to; review past, present and proposed City programs, accounts;. records, contracts and`transactions,:,Inaddition,the Inspector:Generallhas the:power to subpoena. —witnesses-, administer:oaths;.require the production of witnesses and'monitor City projects and programs. Monitoring :of an ;existing City:project'or=program may:include.:a report concerning whether the project is.on time; :within budget,and in'conformance-;with the contract:documents;and applicable law:'The,.Inspector General shall have the power to Page.7;:of 10 { • I -audit,investigate,tmonitor,oversee,inspect and:'review operations,•:activities,performance and .procurement process including: but,not limited to;project design, bid;specifications, ..(bid/proposal)':submittals ,activities of the CONTRACTOR, its 'officers, agents. and` employees, ,lobbyists, City staff.and ;elected officials to. ensure ;compliance with the contract:documents and to.detect;fraud;:and,corruption Pursuant to.Section 2-378 of the City:code,"the:City"is allocating a`percentage:of=its Overall annual.contract expenditures: to fundthe activities.and operations of;the Office of Inspector:General: ,.pon,ten 1.Q days written,notice to the:CONTRACTOR, the CONTRACTOR shall maker a all requested records and documents;available to the inspector. General for inspection and - copying.: The"?Inspector ',General is empowered to retain-;the services of independent; -private :;sector. auditors _to::,audit,: investigate, <monitor,; oversee,,Inspect and review operations.activities; performance and procurement-process 'including but not limited to: project design,, bid specifications,_ ,(bid/proposal) submittals;' , activities . of the CONTRACTOR its officers,,agents.and- employees, lobbyists, City staff and 'elected officials,'to ensure :compliance:'with the ;contract .documents. and to :detect. fraud and.: corruption., d.- The InspectorGeneral shall have the;right to inspect`and copy all,documents andrecords'. in the-.CONTRACTOR'S possession,;custody or control which in in the Inspector General's ole judgment,,pertain to performance of the contract,;including, but not limitedto:or ginal: estimate"files,;change order.:estimate fles, worksheets, proposals,and agreements from and with successful subcontractors and suppliers,- all project-related correspondence, Memoranda, inetructions, :financial:documents,. construction>documenta,(bid/proposal); and contract documents, .back-change: documents,:all =documents. and records which involve cash,;.trade-or volume discounts, :insurance proceeds, rebates;: or dividends received,payroll end personnel records and supporting documentation_for the;aforesaid,: documents and records.: e The CONTRACTOR4shall meke:available;at its office at all reasonable times the records,, • rriaterials,,,,and'other evidence regarding the;acquisition(bid preparation):and performance of this Agreement,.for examination, audit, or reproduction, until-three (3)years:after final payment under this Agreement or for any longer period,required by statute or by;other. clauses of this;Agreement. Ih addition; . f If this Agreement is:completely or,partiallyterminated, the 'CONTRACTOR`,shall make available records relating to"the.work.terrriinated'until,three (3):years,:after any resulting final terminationsettlement;,and. ii The,CONTRACTOR shall Make-;available records relating to appeals or to litigation or the settlement of:claims arising under:or relating to this.Agreement until appeals, litigation, or'claimS are finally resolved::.. f The provisions in this section, shall apply to;the CONTRACTOR,. its officers;, agents, employees, subcontractors. and uppliers. The CONTRACTOR 'shall incorporate .the, Page8.;of 10 provisions in this section in all subcontracts and all other agreements executed by the CONTRACTOR in connection with the performance of this Agreement. g. Nothing this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability On the City by the CONTRACTOR or third parties. 5. Except as amended herein, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. [BALANCE OF PAGE LEFT INTENTIONALLY'BLANK]. Page 9 of 10 IN WITNESS WHEREOF,.the parties hereto have caused'this Amendrbent No. 9 to be executed by their appropriate officialt, as of the,date first entered above. •FOR CITY: CITY OF MIAMI BEACH, FLORIDA i 1 1 1 I ATTEST: i I , t A( r, 1". ,l1011Inomm.... By: . 41 6 rt 212 Will' -411.11 . R.fael E.Gran-dp, CRY Clerk Jimmy L .raies, City Manager ' p'',,, Date ... ,1„,-,--..s-,, IlticoRptiourEr) r :•4.01 APPROVED AS TO FORM&LANGUAGE 4\,,,,'''''' E•r'F R EgcCUTION City Attorney.,,Y,-,,)„,i,,, Date FORCONTRACTOR: LIMOUSINES OF SOUTH FLORIDA, INC. - , -„,<------ 7 1 . -->---' ATTEST:: z/ By: r , Far' ikk Secretary , .....-Presicientbl . .._....._ , p/2-& e A X-12-4-4Z reti Print Name . Print Nan* s)/f..i./20 Date / Page 1.0 of 10