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HomeMy WebLinkAbout25198AGREEMENT INFORMATION AGREEMENT NUMBER 25198 NAME/TYPE OF AGREEMENT OMNI CRA & A2F LLC DESCRIPTION BUSINESS GRANT AGREEMENT/DEMOLITION OF 2ND FLOOR & REBUILD IN CURRENT BUILDING THEY OCCUPY/FILE ID: 14858/CRA-R-23-0050/MATTER ID: 24-1123 EFFECTIVE DATE September 26, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/27/2024 DATE RECEIVED FROM ISSUING DEPT. 9/30/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL BUSINESS GRANT AGREEMENT BY AND BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND A2F LLC THIS BUSINESS GRANT AGREEMENT is entered into as of the 26th day of September , 2024, by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with principal address at 1401 N. Miami Avenue, Miami Florida 33136 ("CRA"), and A2F LLC ("GRANTEE") a Florida Limited Liability Company located within the CRA boundaries at 2020 NW Miami Ct., 203, Miami, Florida 33127 d/b/a A2F Studios ("PROPERTY"). RECITALS WHEREAS, GRANTEE submitted a grant application and proposals directly to the CRA requesting One -Hundred Fifty Thousand Dollars ($150,000.00) to underwrite the cost associated with the demolition and buildout of new recording studios within the CRA redevelopment area; and WHEREAS, the CRA through CRA- Resolution No. CRA-R-23-0050, adopted at the October 12, 2023 Special meeting of the Board of Commissioners of the CRA, attached and incorporated as Exhibit "A" ("Authorizing Resolution"), has authorized a Business Grant Program ("Program") for the purposes of business development in the OMNI Redevelopment Area ("Area"); and WHEREAS, pursuant to the Authorizing Resolution, the Program authorizes the Executive Director of the CRA ("Executive Director") to disburse funds from the Program, at his/her discretion, on a reimbursement basis or directly to vendors upon presentation of invoices and satisfactory documentation to qualifying businesses; and WHEREAS, GRANTEE and the CRA wish to enter into this Agreement to set forth the terms and conditions relating to the use by GRANTEE of a grant in the not to exceed amount of One - Page 1 of 23 Hundred Fifty Thousand Dollars ($150,000.00) ("Grant") for the Project as defined below; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree to as follows: TERMS 1. RECITALS AND INCORPORATIONS. The recitals and all statements contained therein are true and correct and are hereby incorporated as part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into a made a part of this Agreement: Exhibit A — Authorizing Resolution Exhibit B — Project Description Exhibit C — Insurance Requirements Exhibit D — GRANTEE' S Corporate Resolution or Other Proof of Signing Authority and Corporate Status/Sunbiz Exhibit E — Anti -Human Trafficking Affidavit In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement, then in the priority order indicated above. 2. GRANT. Subject to the terms and conditions set forth herein and GRANTEE's compliance with all of its obligations hereunder, the CRA hereby agrees to make available to the GRANTEE, the Grant to be used for the purpose and Project (as defined below), and as disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used by GRANTEE as follows: to underwrite the cost associated with the demolition and buildout of new recording studios within the CRA Area ("Project"), as described in Composite Exhibit "B", which includes GRANTEE's CRA Business Incentive and Assistance Application. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. GRANTEE understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting Page 2 of 23 guidelines, audit, and other requirements affecting the activities funded by the Grant for the Project. GRANTEE covenants and agrees to comply with such requirements, and represents and warrants to the CRA that the Grant shall be used in accordance with all of the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting the foregoing, GRANTEE represents and warrants that it will comply with, and the Grant will be used in accordance with, all applicable federal, state, and local codes, laws, rules and regulations. 5. RECORDS, INSPECTIONS, REPORTS/AUDITS AND EVALUATION. To the extent required by law, the Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the Code of the City of Miami, as amended ("City Code"), are deemed as being incorporated by reference herein and additionally apply to this Agreement. GRANTEE understands, acknowledges, and agrees that: (a) the CRA must meet certain record keeping and reporting requirements with regard to the Grant and that in order to enable the CRA to comply with its record keeping and reporting requirements, GRANTEE shall maintain all records as required by the CRA; and (b) at the CRA's request, and no later than thirty (30) calendar days thereafter, GRANTEE shall deliver to the CRA such reports and written statements relating to the use of the Grant as the CRA may require from time to time; and (c) all costs and expenses of the Project shall be at actual cost with no markups and the CRA may request any and all receipts or paid checks to substantiate such costs and expenses; and (d) the CRA shall have the right to conduct audits of GRANTEE's records pertaining to the Grant and to visit and to inspect the Project, in order to conduct its monitoring and evaluation activities, and that GRANTEE shall cooperate with the CRA in the performance of these activities; and (e) GRANTEE's failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. Page 3 of 23 6. REVERSION OF ASSETS. Upon the expiration, termination, or cancellation of the Term of this Agreement, any unspent Grant funds shall immediately revert to the possession and ownership of the CRA, and GRANTEE shall transfer to the CRA all unused Grant funds at the time of such expiration, termination, or cancellation. 7. INSURANCE REQUIREMENTS: GRANTEE shall, at all times during the term hereof, maintain insurance coverage in accordance with Exhibit "C" attached and incorporated by this reference. The GRANTEE shall add the City of Miami ("City") and the CRA as an additional insured and named certificate holder to its insurance policies. GRANTEE shall correct any insurance certificates as requested by the CRA/City. The CRA/City reserves the right to require additional coverage as may be warranted in connection with this agreement. GRANTEE understands and agrees that any and all liabilities regarding the use of GRANTEE' S employees or subcontractors for the Project shall be borne solely by the GRANTEE and that the insurance requirements set forth herein shall not act as a limitation of liability. The terms of this provision shall survive termination of this Agreement. 8. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Agreement, and at the time of execution of this Agreement, the CRA shall make available to GRANTEE, on a reimbursement basis, an amount not to exceed One -Hundred Fifty Thousand Dollars ($150,000.00) ("Grant Amount") in Grant funds. Payments will be made only after GRANTEE has submitted to the CRA and the CRA has received and approved in writing such Project specific invoices, (a) which shall be accompanied by sufficient supporting documentation and contain sufficient details, to constitute a "Proper Invoice" as defined by Florida Statutes Section 218.73 and 218.74, and (b) which are subject to verification by the CRA of acceptable work product for the Project. In no event shall payments to GRANTEE under this Grant Agreement exceed the Grant Amount, nor shall Grant funds be used in any form inconsistent with the terms, conditions, obligations, and requirements contained herein. 9. TERM. The term of this Agreement shall commence on the date first above written and shall terminate upon full disbursement of either (a) the Grant Amount or (b) such lesser amount should the final completion of the Project not require the entire the Grant Amount from the Grant; provided, however, that all rights of the CRA to audit or inspect, to require reversion of Page 4 of 23 assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees, expenses, and costs shall survive the expiration or earlier termination of this Agreement. 10. REMEDIES FOR NON-COMPLIANCE. If GRANTEE fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms, conditions, obligations, or requirements contained herein, then the CRA shall have the right to take one or more of the following actions, in addition to any other remedies available to it in law and/or equity: (a) Withhold cash payments, pending correction of the deficiency by GRANTEE; (b) Recover payments made to GRANTEE; (c) Disallow (that is, deny the use of the Grant for) all or any part of the cost for the activity or action for the Project not in compliance; (d) Withhold further awards for the Project; and (e) Take such other actions and/or remedies that may be legally permitted. 11. NON-DISCRIMINATION. GRANTEE, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability in connection with its performance under this Agreement. Furthermore, GRANTEE represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. GRANTEE has received copies of, or is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by GRANTEE. GRANTEE covenants, represents and warrants that it will comply with all applicable conflict of interest provisions including, but not limited to, the: Page 5 of 23 (a) Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for Project activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 14. CERTIFICATIONS RELATING TO THE GRANT. GRANTEE certifies that: (a) All expenditures of the Grant shall be made only for the Project and in accordance with the provisions of this Agreement; (b) Reasonable accounting records for the Project shall be maintained by GRANTEE; (c) The expenditures of the Grant shall be properly documented and such documentation shall be maintained on file at the Project site; (d) Periodic progress reports shall be provided to the CRA as requested from time to time; (e) No expenditure of Grant funds shall be used for political activities; and (f) GRANTEE shall be liable to the CRA for any amount of the Grant expended in a manner inconsistent with this Agreement. 15. MARKETING. (a) GRANTEE shall consult with the CRA's Executive Director regarding all uses and displays of the recognition of the CRA. (b) GRANTEE shall prominently display signage acknowledging the CRA's Grant contribution to the Project at GRANTEE's primary place of business, and for a period of (2) years after expiration of this Agreement. (c) GRANTEE shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and Page 6 of 23 communications created by GRANTEE in relation to this Agreement and/or the Project, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purposes, including, but not limited to, stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or interne advertisements or postings, or interviews. (d) The CRA shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. (e) GRANTEE further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in GRANTEE's use of the CRA's name and logo, confers or may be construed as conferring GRANTEE any right, title, or interest whatsoever in the CRA's name, identifying information, and logo beyond the limited right granted in this Agreement. 16. DEFAULT. If GRANTEE fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then GRANTEE shall be in default. Upon the occurrence of a default hereunder the CRA, in addition to all remedies available to it by law or equity, may immediately, upon written notice to GRANTEE, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to GRANTEE while GRANTEE was in default shall be immediately returned to the CRA. GRANTEE understands and agrees that termination of this Agreement under this section shall not release GRANTEE from any obligations accruing prior to the effective date of termination. 17. NO LIABILITY OF THE CRA OR THE CITY. None of the respective officers, employees, agents, representatives, or principals, whether disclosed or undisclosed, of the CRA and of the City shall have any personal liability with respect to any of the provisions of this Agreement. Nothing herein is intended to waive the CRA or City's sovereign immunity beyond the limitations imposed by Section 768.28, Florida Statutes. 18. SPECIFIC PERFORMANCE. In the event of breach of the Grant Agreement by the CRA, the GRANTEE may only seek specific performance of the Grant Agreement and any recovery Page 7 of 23 shall be limited to the actual amount of the Project costs not to exceed the amount of Grant funding authorized for the Project. In no event shall the CRA be liable to GRANTEE for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 19. INDEMNIFICATION OF THE CRA AND THE CITY. GRANTEE hereby agrees to indemnify, protect, defend, save, release, and hold harmless, at its sole cost and expense, the CRA, the City, and their respective officers, employees, agents, representatives, and principals from and against any and all claims, actions, damages, liability and expense (including fees, costs, and expenses of attorneys, investigators and experts) in connection with loss of life, personal injury, or damage to property arising out of the performance or non-performance of this Agreement and the Project, except to the extent such loss, injury or damage was caused by the gross negligence of the CRA, the City, or their respective officers, employees, agents, representatives, and principals. In the event that any action, claim, demand, or proceeding is brought against the City in connection with any of GRANTEE' S indemnification obligations stated herein, the GRANTEE shall, upon written notice from the CRA or City, resist and defend such action or proceeding by counsel satisfactory to the CRA General Counsel or City Attorney's Office. The obligations in this provision shall survive termination of the Agreement. Nothing herein is intended to waive the CRA or City's sovereign immunity beyond the limitations imposed by Section 768.28, Florida Statutes. 20. DISPUTES. In the event of a dispute between the Executive Director of the CRA and GRANTEE as to the terms and conditions of this Agreement, the Executive Director of the CRA and GRANTEE shall notify each in writing of the dispute and proceed in good faith to resolve the dispute within thirty (30) calendar days of such written notice. If the dispute is not resolved within such thirty (30) calendar days, the dispute shall be submitted to the CRA's governing body ("Board") for resolution within ninety (90) calendar days thereof or the next available meeting of the Board if after ninety (90) calendar days, or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 21. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of Page 8 of 23 this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. 22. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRA and GRANTEE relating to this Agreement or the Grant and/or Project. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the authorized representatives of the parties. 23. CONSTRUCTION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 24. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. 25. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. 26. WAIVER. 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 by the non -breaching party. 27. SEVERABILITY. Should any provision contained in this Agreement be determined by a court Page 9 of 23 of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that 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. 28. NO THIRD -PARTY BENEFICIARY RIGHTS. No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 29. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by the authorized representatives of both parties. 30. OWNERSHIP OF DOCUMENTS. Upon request by the CRA, all documents developed by GRANTEE shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. GRANTEE agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CRA to GRANTEE pursuant to this Agreement shall at all times remain the property of the CRA, and shall not be used by GRANTEE for any other purposes whatsoever, without the written consent of the CRA. 31. AWARD OF AGREEMENT. GRANTEE warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 32. NON-DELEGABILITY. The obligations of GRANTEE under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 33. GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced in accordance with Florida law without regard to its conflicts of law provisions. In the event of Page 10 of 23 litigation, controversies, or legal problems arising out of or as a result of this Agreement and/or the Project, shall be submitted to the jurisdiction of the State of Florida courts in the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. The venue shall be Miami -Dade County, Florida. Each party shall be responsible for its own attorney' s fees, costs, and expenses. Moreover, GRANTEE acknowledges that it shall adhere to any and all state, local, and federal laws, rules and regulations in undertaking the Project and in complying with this Agreement, to include the Code of the City of Miami, Florida, as amended. 34. WAIVER OF JURY TRIAL. GRANTEE and the CRA hereby knowingly, irrevocably, voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, claim, or counterclaim based on this Agreement and/or the Project, or arising out of, under, or in connection with this Agreement, the Project, any renewal(s) hereof, any amendment, extension, or modification of this Agreement, or any other agreement executed between the parties in connection with this Agreement, the Project, or any other course of conduct, course of dealing, statements (whether verbal or written), or any other actions of any party hereto. This waiver is a material inducement for the CRA and the GRANTEE to enter into this Agreement. 35. TERMINATION OF CONTRACT FOR CONVENIENCE. The CRA retains the right to terminate this Agreement at any time for convenience, without penalty to the CRA. In that event, the CRA shall give five (5) days written notice of termination to GRANTEE. 36. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth (5th) day after being posted, or the date of actual receipt, whichever is earlier. To CRA: Omni Redevelopment District Community Redevelopment Agency Attn: Isiaa A. Jones Executive Director Address 1401 N. Miami Avenue Miami, Florida, 33136 To GRANTEE: Company Name: A2F LLC Attn: Bewille Datelma Address: 2020 NW Miami Court, 203 Miami, Florida 33132 Page 11 of 23 With a copy to: Office of the City Attorney Attn: George K. Wysong III City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 37. INDEPENDENT CONTRACTOR. GRANTEE, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or pension programs of the CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 38. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 39. AUTHORITY. Both the CRA and GRANTEE certify that each possesses the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of each party as a governing body, authorizing the execution of this Agreement, and identifying the official representative of each to act in connection herewith and to provide such additional information as may be required by the terms of this Agreement. 40. PUBLIC RECORDS. GRANTEE understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the CRA, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and GRANTEE agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. GRANTEE's failure or refusal to comply with the provisions of this section shall result in immediate termination of the Agreement by the CRA. Pursuant to the provisions of Section 119.0701, Florida Statutes, GRANTEE must comply with the Florida Public Records Laws, specifically the GRANTEE must: Page 12 of 23 (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the GRANTEE upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. (e) All records stored electronically must be provided to CRA in a format compatible with the information technology systems of the public agency. GRANTEE agrees that any of the obligations in this section will survive the term, termination and cancellation hereof. IF THE GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE GRANTEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2nd AVENUE SUITE 945, MIAMI, FL 33130. GRANTEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CRA AT: (305) 679-6868, OMNICRA@MIAMIGOV.COM. Should GRANTEE determine to dispute any public access provision required by Florida Statutes, GRANTEE shall do so in accordance with applicable Florida law, and shall do so at its own cost and expense. Any lawsuits filed against the CITY or Indemnitees in connection Page 13 of 23 with GRANTEE'S dispute to public access will fall under the GRANTEE'S indemnification obligations specified in the Indemnification Section above. 41. ANTI -HUMAN TRAFFICKING. The GRANTEE confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The GRANTEE shall execute and submit to the CRA an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "E". If the GRANTEE fails to comply with the terms of this Section, the CRA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CRA be liable to GRANTEE for any additional compensation or for any consequential or incidental damages. 42. SURVIVAL. All obligations (including but not limited to indemnity and obligations to defend, release, and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 43. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this Agreement shall have the same effect as original signatures. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] {Remainder of Page Intentionally Left Blank} Page 14 of 23 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. ATTEST: DocuSigned by: ral tws (,lap—�.eui BY: 723435FA41EF476... NAME: Frances Llop-noy TITLE: Proiect Dev ATTEST: ,—DocuSigned by: BY: '—E46D7560DCF1459 Todd B. Hannon Clerk of the Board APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: tiSa f f l BY: �E9FE8g243B... George K. Wysong III General Counsel RP #24-1123 GRANTEE BY: Signed by: (AU, Pahl a '— 352FB F0029594B D NAME: Bewille Datelma TITLE: Will Datelma OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes DocuSigned by: l Siaa ,)b u,t,S BY: 6F-69F4B3... Isiaa A. Jones Executive Director APPROVED AS TO REQUIREMENTS: DocuSigned by: BY:—27395663-181.4E7... Page 15 of 23 INSURANCE Ann -Marie Sharpe Director of Risk Management EXHIBIT A CRA R- 23-0050 AUTHORIZING THE GRANT PROGRAM Page 16 of 23 9/23/24, 12:19 PM CRA-R-23-0050 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMM... Miami FL OMNI CRA Resolution CRA-R-23-0050 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") ALLOCATING ONE MILLION DOLLARS $1,000,000.00 TO A BUSINESS GRANT PROGRAM FOR THE PURPOSES OF BUSINESS DEVELOPMENT IN THE OMNI REDEVELOPMENT AREA FROM ACCOUNT NO. 10040.920501.883000; AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR TO DISBURSE FUNDS SOLELY IN HIS/HER DISCRETION AS A GRANT OR A LOAN TO BUSINESS ENTITIES, ON A REIMBURSEMENT BASIS TO BUSINESS ENTITIES, OR DIRECTLY TO VENDORS UPON PRESENTATION OF INVOICES AND/OR SATISFACTORY DOCUMENTATION TO QUALIFYING BUSINESSES IN ORDER TO DISBURSE FUNDS AS STATED HEREIN SUBJECT TO THE AVAILABILITY OF FUNDS; FURTHER AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR TO NEGOTIATE ANY AND ALL NECESSARY DOCUMENTS, ALL IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSES STATED HEREIN. Information Department: Category: Attachments OMNI Community Redevelopment Agency Grant Agenda Summary and Legislation 14858 Business Incentive Grant Application 14858 Business Microgrant Application Body/Legislation Sponsors: WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within the Omni Redevelopment Area ("Area") in accordance with the 2010 Omni CRA Redevelopment Plan ("Plan"); and WHEREAS, Section 4.4, C., D-1, at page 41 of the Plan; Section 4.4, D., A02, at page 42 of the Plan; and Section 4.4, E., D-7, at page 42 of the Plan all list maximizing conditions for residents to live in the area, the elimination of conditions which contribute to blight, and minimizing condemnation and relocation as stated redevelopment objectives; and WHEREAS, Section 5 of the Plan titled "Projects and Strategies" also authorizes the CRA to authorize "small business development through the creation of financial resource pools"; and WHEREAS, Page 97 of the Plan authorizes the CRA to engage in the "encouragement of small business opportunities in the redevelopment area"; and WHEREAS, the Board of Commissioners of the CRA has previously allocated funds to programs that rehabilitate facades, small business improvements, and improvements to the quality of life within the Area; and WHEREAS, these programs have all been successful and have moved towards accomplishing the goals and objectives of the Plan; and WHEREAS, the Board of Commissioners wishes to further allocate an additional one million dollars ($1,000,000) to a Business Program ("Program") to continue with similarly needed programs in the Area; and https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=14858&highlightTerms=23-0050&Print=Yes 1/2 9/23/24, 12:19 PM CRA-R-23-0050 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMM... WHEREAS, funds are available from Account No. 10040.920501.883000 for the Program; and WHEREAS, the Interim Executive Director is further requesting authority to disburse funds from the Program to eligible participants as a grant, as a loan, on a reimbursement basis, or directly to vendors upon presentation of invoices and satisfactory documentation without the need for further approval from the Board of Commissioners and within the Interim Executive Director's sole discretion; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference hereto and incorporated herein as if fully set forth in this Section. Section 2. The Program is hereby established with funds in the amount of one million dollars $1,000,000.00 allocated from Account No. 10040.920501.883000. Section 3. The Interim Executive Director is authorized to disburse funds in his/her sole discretion as either a grant, a loan, on a reimbursement basis, or directly to vendors upon presentation of invoices and satisfactory documentation to qualifying businesses. Section 4. The Interim Executive Director is authorized to negotiate and execute any and all documents necessary to effectuate the Program, all in a form acceptable to the General Counsel. Section 5. This Resolution shall become effective immediately upon adoption. Meeting History OMNI Community Oct 12, 2023 9:30 AM Redevelopment Special Meeting Agency RESULT: ADOPTED [UNANIMOUS] MOVER: Christine King, Board Member, District Five SECONDER: Joe Carollo, Vice Chair, District Three AYES: Sabina Covo, Joe Carollo, Manolo Reyes, Christine King Powered by Granicus https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=14858&highlightTerms=23-0050&Print=Yes 2/2 COMPOSITE EXHIBIT B- PROJECT DESCRIPTION Page 17 of 23 viri/ Omni CRA 2023-2024 CRA Business Incentive & Assistance Program Program Guidelines • Procedures • Application Program Description: The CRA Business Incentive & Assistance Program assists qualified business or property owners with building and property improvements that are directly related to opening of a new business, improving an existing business, remedying code violations, providing ADA access, assisting existing businesses struggling due to blight or natural disasters and eliminating blighting neighborhood conditions in the targeted areas of the Omni CRA. Additionally, the program offers assistance with other governmental fees. Business incentive & assistance funds may be used for improvements to properties that are not eligible for grant funding from other sources available in the area, or to supplement grant funds awarded by other agencies. Funds may not cross Omni CRA District Boundaries and are targeted at specific areas in the Omni CRA District. This program is a match assistance program requiring a 25% match from the property or business owner. The program has a project cap of $200,000. In addition to the required private match, the grant recipient is responsible for all project costs that exceed $200,000 provided by the CRA. The CRA may recommend and approve business funding at a lesser amount than requested. Awards are given subject to the availability of funds and based on priorities outlined below. Funds from this program are paid on a reimbursement basis or directly to the contractors performing the work upon the provision of satisfactory invoices to the CRA. All Grantees requesting grant funding must have at least three estimates from different Florida licensed general contractors. Program Areas and Priorities: While both Downtown Miami and the Wynwood area have benefited from the boom in commercial and residential development, areas within the CRA district have not seen the benefit of this investment. Various business corridors of the Omni CRA suffer from neglected properties and a general aesthetic that is not conducive for businesses to thrive in the community. The Omni CRA has prioritized improvements to properties within the limits of the boundaries of the entire Omni CRA district (see map). In the Omni CRA, priorities include projects that can use CRA funds to leverage other public and private investments and bring new business and restaurant/entertainment venues to distressed areas. In addition, this program seeks to bring needed improvement to the Multi -family residential units within the program boundaries. Since buildings with a high level of vacancy are eligible, the requirement of Certificates of Use, Occupational License and Fire Fee for each business location will be waived. Individual property owners using these funds cannot sell building for a period of five (5} years after rehabilitation work is complete. If the building is sold during the five-year period, the building owner will repay funds in full. Funds will be guaranteed by lien, mortgage note or deed covenant tied to the property. All work must meet local neighborhood building/appearance codes and performed with applicable permits and inspections. Eligibility: These funds are usually not made for routine maintenance and should be part of a larger scope of improvements to the property or area. Additionally, the property should have an active or soon -to -be active business or residential use located on the property. Businesses receiving business incentive funds must create or maintain one full-time or equivalent job for a resident living in the area for every $30,000 in awarded grant funds. Completion: All projects shall be completed within a 6-month period from the date the contract is signed. Extensions beyond the 6-month completion date can only be made with the approval of the CRA Director. Such approval shall be in writing and noticed to all parties. Project Procedures: CRA CRA Staff; CNTR = Contractor; PROP r Property Owner; TNT = Tenant A) Application Process CRA meets with Tenant and/or Property Owner, verifies that the property is an eligible address and that the tenant/business and the improvements meet basic criteria for the CRA Business incentive & Assistance Program. 1. Review Tenant Business Model — CRA 2. Review Improvement Activities funded by the program (Eligible Activities List) — CRA, TNT, PROP 3. Eligible Scope of Work and Budget is Prepared — CRA, TNT, PROP 4. Tenant and Property Owner prepare Application, attach Scope and Budget —TNT, PROP 5. BEFORE pictures are taken — CRA, TNT 6. Application is reviewed — CRA & CRA 7. Letter of Grant Award or denial is sent to Property Owner and/or tenant — CRA B) Contract Process A Contract outlining all conditions of receiving the grant, scope of work and all insurance requirements. Additional documents such as sub -contractor lists (for release of lien) and Work Authorization Form are used for project monitoring. 1. Tenant or Property Owner secures pricing (3 bids) and selects contractor (lowest bid wins) — TNT, PROP & CRA 2. Tenant submits contractor list and copies of estimates to CRA —TNT 3. DMP Prepares Contract with Scope of Work as exhibit—CRA 4. Contract is executed — CRA, TNT, CNTR 5. Work Authorization Form is executed — CRA, TNT, PROP 6. CRA may give 30% to the Contractor to begin the work (This amount is subject to the discretion of the CRA and may be amended) 7. Permits are pulled and work begins —TNT, CNTR 8. CRA monitors progress — CRA C) Project Completion Final contract payments are made after all building permits are closed and all liens are released. 1. AFTER Pictures are Taken —TNT 2. Release of Lien letter for each contractor is obtained — TNT, CNTR 3. Closed Permit Report submitted —TNT, CNTR 4. Final invoice Submitted for payment — CNTR 5. CRA makes the final payment to the Contractor Payment (2-4 weeks) — CRA Omni CRA Business Incentive & Assistance Program 2023-2024 Eligible Improvements: The general rule of thumb for improvements is that the improvement should remain with the property. Where special cases arise, the CRA staff will render a decision. Grant funds cannot be used for Fixtures, Furniture or Inventory. Generally acceptable improvements include but is not limited to: • Paint/Pressure Clean • Roofing Repairs • Signage • Tile • Masonry/Stucco • Outdoor Hardscape Improvements (Fountains, Walkways, Pavers, Fencing, etc.) • Outdoor Landscape • Outdoor Lighting • Windows/Doors • Security Enhancements • Awnings • ADA Compliance (Restrooms/Entrances) • Interior Renovations or Buildout • Plumbing Upgrades • Mechanical Upgrades • Electrical Upgrades • Life/Safety (Fire) System Upgrades • impact Fees • Grease traps • Other improvements deemed necessary for the overall enhancement of the property. Contractor Requirements: All Contractors, working in the CRA Business Incentive & Assistance Program including Painters, Awning Companies, Shutter Companies, and Sign Companies must provide copies of the following documents when providing an estimate/bid for the project, if applicable: 1. Contractor Certificate of Competency or License 2. Contractor's Current Liability Insurance Certificate and Workers Compensation Certificate. If exempt from Workers Comp Contractor must provide copy of exemption for each employee that will be working. NOTE: If awarded a contract, both insurances must have the CRA as the Certificate Holder with the address: 1401 N. Miami Ave., Miami FL 33136 and the Liability insurance MUST have the CRA as additional insured 3. Contractor and Manufacturer's Warranty (if applicable) 4. Building permit, Special Permit or Certificate of Compliance (except paint jobs) 5. Release of Lien (provided by CRA or Property Owner or Tenant) NOTARIZED Recipient will post and maintain in good condition a sign substantially similar to the sign hereto at the entrance of the Premises. Omni CRA Business Incentive & Assistance Program 2023-2024 CRA Business Incentive & Assistance Application ApplicantContact In formation Business Name A7 F Li— c 0 a I yF . el I' 5 Contact Name (oki is I I D evi- el S Mailing Address J . 'gyp 2 0 'W WillP u Yv1 i' e_k_ f4/ t jri, l i F i 3/ z 7 Telephone J /l 1G o7 - fr Ca- 4/ ' Fax NI /f4- Email i 0I6 of ZF9 aro5 . Coei Property Ownership and Corporation Information Corporation Named F L L C Mailing Address 26' W L J J'4i'rn.pri t.' e4, . 144 r aY� f fG. 3 Sf 27- Corporation Officers & Titles Date & State of Incorporation (i A r 9.0/ 1- Tax ID#[ .. 07 Project Location & Scope Project Address 2L07u Kw 111 icit'A r C• 14iiiKr r-3%2-7- Folio# 01_Year Built i q 0 Total Retail (Sq. Ft.) Ili 360 Leased Retail (Sq. Ft.) ( it 3g4 Description of the business }'� /� 2]= s T_� Cd ["o S s S cc iv/ i'cL:-K o° 0 et5'81 6 %o bG.l iy Frjeet5 ..Firillc _ 6 -q'tr/c r{ 're 114.0. 5erv14,, ft Cornet,4n3y 445 can nc,,,i9,v�can4 gec iz lam(=.rI- h-4ip5 ha i-r itin ov`,,freer an"( cphit-A,)l0� Cam. Scope of Work for entire project. TI2 e Sc ue of ivorIL 42.4 w, �1 fk auto' . i fi'l( iI'd "kc/ iS tt C°02 ff4}P derYttirhzn of-ct co,134 19OPf .. }tire Cl tsr/tAr bcJi dii"3 we occur !" i1 R t =t I d tti i"i I C oroi -.4-- oP c ve.-f ' e I,dtc-sr Tic / rs�' ( phoJz yvfL S Jt,cv5r��ypcc» ' ' 5k{cos 4,,,,,°'r corYt/&(.+1 i ( /- i 1.11 C l f`if s, Estimated Costs for entire project Estimated Start Date (1 �'2 (2-21 Estimated Completion Date 4Q) 6) / .if Omni CRA Business Incentive & Assistance Program 2023-2024 Scope of CRA-Funding Request Description of Item Estimated Cost . 0-€1140 r r v — :Oil it &1-/4 4 2. Pi 4-in, h l't'1 ):a.Y1 °eh P z 3. /ec4-r j — Q4 td&> W(org (es I 4. frr wi s'n t Dry ,€ f _ Li I-c- d f 5. n � cbh 7 'IOr 5)16 / I -e .J&C t 6014 7. f--c' U .c.. of l� j55 A- k 8. iimUec can ( o ( r5ticui Y2'k 2 2 9. pi q5 r1'PA tSh 61-orPuvw 3Ic6 1Q. k%e - 0pe5i1HS 1. )1 ifpt0od• OD 2. 2.7j db° Ob 3. Zvi 005 • OD `"IS7606 40 55.43sro .Caci 6. i'js fold . ca 7. /GGo r 00 8. j`121j O° 9. /b1o©o.Oa 1Q. f3J0°C ace Acknowledgements As a current business owner in this community or a business seeking to improve business in this community, wish to participate in the OMNI CRA BUSINESS ASSISTANCE MICROGRANT. I acknowledge that I have received a copy of the Microgrant Grant Program Procedures and will comply with all requirements should 1 be awarded a grant. Sign / Print Name of B siness Owner /l Date �Uur jIP ,90 I vu- 641 % zv acknowledge that Tenant, is seeking assistance using the OMNI CRA BUSINESS ASSISTANCE & INCENTIVE GRANT PROGRAM and that the general terms of their lease conform to the terms above. Should the applicant win a grant award, I understand that funds will be used to make improvements to my property. Sign / Print Name of Property Owner Date Omni CRA Business Incentive & Assistance Program 2023-2024 EXHIBIT C.1 INSURANCE REQUIREMENTS GRANTEE A2F, LLC I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured OMNI CRA listed as additional insured Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami listed as an additional insured OMNI CRA as additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer' s Liability A. Limits of Liability Page 18 of 23 $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 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 19 of 23 AC o® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 06/06/2024 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 CoverWallet, Inc. One Liberty Plaza, Suite 3201 New York, NY 10006 CONTACT Mitchell Laudisi NAME: (A/CCNN Ext): (646) 844-9933 (A/C, No): E-MAIL customer.servicecoverwallet.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hartford Fire Insurance Company 19682 INSURED A2F LLC 2020 Northwest Miami Court Miami, FL, 33127 INSURER B: Hartford Underwriters Insurance Company 30104 INSURERC: Covington Specialty Insurance Company 13027 INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES 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 INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY X 01SBMBA7JKH 10/17/2023 10/17/2024 EACH OCCURRENCE EA HOCCUAGE $ 1 ,000,000 CLAIMS -MADE X OCCUR TO RENCE ENTED PREMISES (Ea occurrence) $ 1 ,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1 ,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A 01 WECBA8C8H 10/17/2023 10/17/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 100,000 E.L. DISEASE - EA EMPLOYEE $ 100,000 E.L. DISEASE - POLICY LIMIT $ 500,000 C Commercial Property VBA945230 00 10/17/2023 10/17/2024 Personal Replacement Cost : $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is named as additional insured with primary and noncontributory wording as regards to the General Liability policy. The General Liability policy does not exclude XCU explosion, collapse, and underground exposure and does not exclude subcontractor work. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave 4th Floor, Miami, FL, 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AC o® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 06/06/2024 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 CoverWallet, Inc. One Liberty Plaza, Suite 3201 New York, NY 10006 CONTACT Mitchell Laudisi NAME: (A/CCNN Ext): (646) 844-9933 (A/C, No): E-MAIL customer.servicecoverwallet.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hartford Fire Insurance Company 19682 INSURED A2F LLC 2020 Northwest Miami Court Miami, FL, 33127 INSURER B: Hartford Underwriters Insurance Company 30104 INSURERC: Covington Specialty Insurance Company 13027 INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES 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 INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY X 01SBMBA7JKH 10/17/2023 10/17/2024 EACH OCCURRENCE EA HOCCUAGE $ 1 ,000,000 CLAIMS -MADE X OCCUR TO RENCE ENTED PREMISES (Ea occurrence) $ 1 ,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1 ,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A 01 WECBA8C8H 10/17/2023 10/17/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 100,000 E.L. DISEASE - EA EMPLOYEE $ 100,000 E.L. DISEASE - POLICY LIMIT $ 500,000 C Commercial Property VBA945230 00 10/17/2023 10/17/2024 Personal Replacement Cost : $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Omni Cra is named as additional insured with primary and noncontributory wording as regards the General Liability policy. The General Liability policy does not exclude XCU explosion, collapse, and underground exposure and does not exclude subcontractor work. CERTIFICATE HOLDER CANCELLATION Omni Cra 1401 N Miami Ave 2nd floor Miami, FL, 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD STUDIOS Dear, This Letter is in reference to the insurance required for the production of the A2F Studios Project. We do not believe that the automobile insurance and workers compensation requirements should apply to this project. There will be no company owned vehicles used throughout the duration of this project, nor will there be additional employees that require workers compensation. If you have any questions, or concerns, please do not hesitate to contact me. Warm Regards, Bewille Datelma Founder will@a2fstudios.com 407-409-6246 EXHIBIT C.2 INSURANCE REQUIREMENTS CONSTRUCTION REQUIREMENTS A2F LLC CONSTRUCTION REQUIREMENTS I. Commercial General Liability B. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 C. Endorsements Required City of Miami & OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Completed Operations extended for (3) years after project completion IV. 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 $ 1,000,000 B. Endorsements Required City of Miami & OMNI CRA listed as an additional insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Page 20 of 23 Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 2,000,000 Aggregate $ 2,000,000 City of Miami & OMNI CRA listed as an additional insured. Coverage is excess follow form over all liability polices contained herein. VI. Payment and Performance Bond City of Miami & OMNI CRA listed as Obligees VII. Builders' Risk $TBD Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami & OMNI CRA listed as loss payees A. Coverage Extensions: As provided by carrier The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 21 of 23 / ACORN® CERTIFICATE OF LIABILITY INSURANCE ‘...------ DATE (MM/DD/YYYY) 09/09/2024 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 First Commercial Insurance Agency P.O. Box 295 Cassadaga FL 32706 CONTNAME: ACT Tony Cannizzaro (A//C,, No, Ext): (386) 775-1781 FAX No): E-MAIL insurance insuranceguy@cfl.rr.com g YCcfl.rr.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: STATE NATIONAL INSURANCE COMPANY INC 12831 INSURED Benchmark Construction Consulting & Management Inc 1120 N.W. 87TH Street Miami FL 33150 INSURER B INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES 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 INSD SUBR WVD POLICY NUMBERLIMITS POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) A X COMMERCIAL GENERALLIABILITY X NXT7RLXWPP-02-GL 03/07/2024 03/07/2025 EACH OCCURRENCE $ 3,000,000 CLAIMS -MADE X OCCUR DAMAGE TRENTED PREMISESO(Ea occurrence) $ 1 00,000 MED EXP (Any one person) $ 15,000 PERSONAL&ADVINJURY $ 3,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OPAGG $ 3,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is named as Additional Insured with Primary Non Contributory Wording as regards the General Liability policy. The General Liability policy does not exclude XCU (Explosion, Collapse and Underground) exposure and does not exclude subcontracted work. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue 4th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE J ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD / ACORN® CERTIFICATE OF LIABILITY INSURANCE �------ DATE (MM/DD/YYYY) 09/09/2024 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 First Commercial Insurance Agency P.O. Box 295 Cassadaga FL 32706 CONTNAME: ACT Tony Cannizzaro (A//C,, No, Ext): (386) 775-1781 FAX No): E-MAIL insurance insuranceguy@cfl.rr.com g YCcfl.rr.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: STATE NATIONAL INSURANCE COMPANY INC 12831 INSURED Benchmark Construction Consulting & Management Inc 1120 N.W. 87TH Street Miami FL 33150 INSURER B INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES 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 INSD SUBR WVD POLICY NUMBERLIMITS POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) A X COMMERCIAL GENERALLIABILITY X NXT7RLXWPP-02-GL 03/07/2024 03/07/2025 EACH OCCURRENCE $ 3,000,000 CLAIMS -MADE X OCCUR DAMAGE TRENTED PREMISESO(Ea occurrence) $ 1 00,000 MED EXP (Any one person) $ 15,000 PERSONAL&ADVINJURY $ 3,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OPAGG $ 3,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Omni CRA is named as Additional Insured with Primary Non Contributory Wording as regards the General Liability policy. The General Liability policy does not exclude XCU (Explosion, Collapse and Underground) exposure and does not exclude subcontracted work. CERTIFICATE HOLDER CANCELLATION Omni CRA 1401 N. Miami Avenue, 2nd Floor Miami FL 33136 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 EN ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 1 of 2 CITY OF MIAMI CRA OMNI 1401 N MIAMI AVE 2ND FLOOR MIAMI, FL, 33136 Certificate of Insurance The person or organization designated below is described in the policy as: Issue date of certificate: 09/04/2024 Policyholder: BENCHMARK CONSTRUCTION CONSULTING & MANAGEMENT LLC Policy number 649117662 Allstate Indemnity Company DALLAS, TX certifies that the following insurance is in force: Policy period: Beginning December 1, 2023 through December 1, 2024 at 12:01 a.m. standard time. CITY OF MIAMI CRA OMNI 1401 N MIAMI AVE 2ND FLOOR MIAMI, FL, 33136 ❑i� Additional Interested Party Coverages designated below are afforded for each described vehicle: Agent: IMD INS AGENCY, INC. 1-954-807-5575 Coverages Limit of liability Deductible Liability Insurance Injury and Property Damage $500, 000 Collision Insurance $500 Comprehensive Insurance $500 Hired Auto Employer Non -Owned The policy includes blanket additional insured, blanket waiver of subrogation, and primary non-contributory coverage. This Certificate of Insurance neither affirmatively nor negatively amends, extends or alters the coverage afforded by the policy referred to above. AIP CW 001 (Ed. 11/21) Page 2 of 2 Certificate of Insurance Allstate Indemnity Company Policy number 649117662 The Additional Interest Endorsement of such policy, in part, provides: "...such insurance as is afforded by the policy" for automobile liability insurance listed on the reverse side hereof applies also to the person or organization named as Additional Interested Party. "As respects such...interest, no cancellation...and no endorsement...adversely affecting such additional interest, shall be effective until ten (10) days following the mailing of written notice (to the person or organization) of such cancellation or endorsement..." Description of Operations / Special Provisions: Description of Operations / Locations / Vehicles / Endorsements / Special Provisions 2023 Tesla 7saxcae5xpf368250 AIP CW 001 (Ed. 11/21) ACORD CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 08/30/2024 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. PRODUCER Bellken Insurance Group 6900 Tavistock Lakes Blvd Suite 400 - PM B 206 Orlando FL 32827 CONTACT Cynthia Jandrewski NAME: PHONE (954) 233-0733 (A/C, No, Ext): E-MAIL cyndi@bellkenins.com ADDRESS: FAX, No): (888) 760-2122 PRODUCER 00002149 CUSTOMER ID: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Benchmark Construction Consulting & Management, LLC 3630 Citrus Trace, Unit 4 Davie FL 33328 INSURER A: Zurich Insurance Group Ltd INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CP2482900342 REVISION NUMBER: LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required) 2020 NW Miami Ct, Ste 203, Miami FL 33127 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS A XI PROPERTY OF LOSS DEDUCTIBLES ER78080407 08/31/2024 08/31/2025 BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP Replacement Cost Builders Risk $ CAUSES — $ BASIC BUILDING BROAD $ CONTENTS X SPECIAL $ EARTHQUAKE $ X WIND 5% $ FLOOD $ X Builder Risk $1,500 X $ X $ 800,000 INLAND MARINE OF LOSS NAMED PERILS TYPE OF POLICY $ CAUSES $ POLICY NUMBER $ CRIME OF POLICY $ TYPE $ BOILER & MACHINERY / EQUIPMENT BREAKDOWN $ SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is additional insured/loss payee as required by contract per policy terms and conditions. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE , / ; ' ACORD 24 (2016/03) © 1995-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 08/30/2024 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. PRODUCER Bellken Insurance Group 6900 Tavistock Lakes Blvd Suite 400 - PM B 206 Orlando FL 32827 CONTACT Cynthia Jandrewski NAME: PHONE (954) 233-0733 (A/C, No, Ext): E-MAIL cyndi@bellkenins.com ADDRESS: FAX, No): (888) 760-2122 PRODUCER 00002149 CUSTOMER ID: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Benchmark Construction Consulting & Management, LLC 3630 Citrus Trace, Unit 4 Davie FL 33328 INSURER A: Zurich Insurance Group Ltd INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CP2482900342 REVISION NUMBER: LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required) 2020 NW Miami Ct, Ste 203, Miami FL 33127 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS A XI PROPERTY OF LOSS DEDUCTIBLES ER78080407 08/31/2024 08/31/2025 BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP Replacement Cost Builders Risk $ CAUSES — $ BASIC BUILDING BROAD $ CONTENTS X SPECIAL $ EARTHQUAKE $ X WIND 5% $ FLOOD $ X Builder Risk $1,500 X $ X $ 800,000 INLAND MARINE OF LOSS NAMED PERILS TYPE OF POLICY $ CAUSES $ POLICY NUMBER $ CRIME OF POLICY $ TYPE $ BOILER & MACHINERY / EQUIPMENT BREAKDOWN $ SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is additional insured/loss payee as required by contract per policy terms and conditions. CERTIFICATE HOLDER CANCELLATION OMIN CRA 1401 NMiamiAve#2 Miami FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE , / ; ' ACORD 24 (2016/03) © 1995-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD �" CERTIFICATE 0 THIS CERTIFICATE IS ISSUED AS A MATTER HOLDER. THIS CERTIFICATE DOES NOT AFF AFFORDED BY THE POLICIES BELOW. THIS CE ISSUING INSURER(S), AUTHORIZED REPRESENT IMPORTANT: If the certificate holder is an ADDI subject to the terms and conditions of the policy not confer rights to the certificate holder in lieu of PRODUCER AUTOMATIC DATA PROCESSING INS AGCY 76250871 1 ADP BLVD M/S 625 ROSELAND NJ 07068 INSURED BENCHMARK CONSTRUCTION CONSULTING & MANAGEMENT LLC 1120 NW 87TH ST MIAMI FL 33150-2544 COVERAGES CERTIFICATE NU,,,. . REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUI 1NDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHEF CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY INSR LTR POLICY EXP (MMIDD/Y YYY] TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY (CLAIMS -MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: OTHER: I PRO- n LOC OTHER: JECT ADDL INSR SUER WVD POLICY NUMBER POLICY EFF IMMIDD?YYYY) AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS UMBRELLA LIAB EXCESS LIAR OCCUR CLAIMS - MADE A DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A 76 WEG AD6TUH 08/01/2024 08/01/2025 DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more spec Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave 4th Floor M(ami, FL 33130 ACORD 26 (2016/03) F LIABILITY INSURANCE RTIFICATE DATE/ 08/29/2024Y, 024 OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE IRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN ATNE OR PRODUCER, AND THE CERTIFICATE HOLDER. CERTIFICATE COVERAGE THE rIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION'S WAIVED, certain policies may require an endorsement. A statement on this certificate does such endorsement(s). CONTACT NAME: PHONE (800) 524-7024 (A/C, No, Ext): FAX (AJC, No): E-MAIL ADDRESS: INSURER(5) AFFORDING COVERAGE NAIC# INSURER A: Hartford Casualty Insurance Company 29424 INSURER B : INSURER C : INSURER D : INSURER E :. INSURER F : RED NAMED ABOVE FOR THE POLICY PERIOD DOCUMENT WTH RESPECT TO WHICH THIS SCRIBED HEREIN IS SUBJECT TO ALL THE PAID CLAIMS. LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES {Ea occurrence) MED EXP (Any one person) PERSONAL&ADVINJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT fEa accidentl BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE x PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE O 1988-2015 ACORD CORPORATION_ All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 08/29/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS 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 AUTOMATIC DATA PROCESSING INS AGCY 76250871 1 ADP BLVD M/S 625 ROSELAND NJ 07068 INSURED BENCHMARK CONSTRUCTION CONSULTING & MANAGEMENT LLC 1120 NW 87TH ST MIAMI FL 33150-2544 CONTACT NAME: PHONE (800) 524-7024 (AIC, No, Ext): FAX (AIC, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Hartford Casualty Insurance Company 29424 INSURER B INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN rSSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR SUBR LTR W VD POLE TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS -MADE n OCCUR Galt AGGREGATE LIMIT APPLIES PER: POLICY 7PRO- LOC JECT OTHER - AUTOMOBILE UAB1LITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS - MADE ADDL INSR POLICY NUMBER POLICY EFF (MMIDDIYYYY) (MMID A DED1 I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) ]ryes, describe under DESCRIPTION OF OPERATIONS below YIN L NIA 76 WEG AD6TUH 08/01/2024 08/01 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if m Those usual to the Insured's Operations. CERTIFICATE HOLDER l'Y EXP N'Y YYY) LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL &ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea acciderttl BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE x PER OTH- STATUTE I _ER EL EACH ACCIDENT $1,000,000 2025 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 Omni CRA 1401 N. Miami Ave, 2nd Floor Miami, FL 33136 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 26 (2016/03) © 1988-2015 ACORD CORPORATION. Ali rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT D GRANTEE'S Corporate Resolution or Other Proof of Signing Authority and Corporate Status/Sunbiz Page 22 of 23 CERTIFICATE OF AUTHORITY STATE OF FLORIDA SS / EIN: 82-0973885 COUNTY OF MIAMI-DADE ) I HEREBY CERTIFY that a meeting of the members of A2F, LLC, a Florida Limited Liability Company (the "Company"), whose mailing address is 2020 NW Miami Ct, Ste #203 and #305, Miami, FL 33127 organized and existing under the laws of the State of Florida held on Qom ; of 51m Per 2024, the following resolution was duly passed and adopted: "RESOLVED, that, Bewille Datelma, Manager of A2F, LLC, is authorized to execute all Grant agreement, each made by the Omni Redevelopment District Community Redevelopment Agency ("CRA") to the A2F, LLC, and dated on or about the date hereof." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above written. (Printed typed or stamped commissioned) A2F, LLC. a Florida Limited Liability Company By: me: Bewille Da Title: Manager Sworn to and subscribed before me this nG day of ried.! e 2024, Bewille Datelma, Manager of A2F, LLC, on behalf of said entity who is ( ) personally known by me or c ' has provided the following identification r t. 0 L j at (-- 1 rtF~ 116 e T (Printed, typed or stamped commissioned No — tate ofFlorida My c ission expires 09 7/? Notary public State of Florid. itik Jose Hernwnde. My Commission MM 3sNt1 1Ni Expires 6f312028 5/6/24, 12:16 PM Detail by Entity Name DIVISION OF CORPORATIONS 1r Div El rif r j/ff9l-.�r"w c ✓ hlp Dp lr rl' w official Liate of f iwl!la srr leaid� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company A2F LLC Filing Information Document Number L17000068615 FEI/EIN Number 82-0973885 Date Filed 03/27/2017 Effective Date 03/25/2017 State FL Status ACTIVE Last Event REINSTATEMENT Event Date Filed 10/11/2022 Principal Address 2020 NW MIAMI 203 MIAMI 33127 FL Mailing Address 2020 NW Miami ct Ste 203 305 MIAMI, FL 33127 Changed: 06/30/2020 Registered Agent Name & Address DATELMA, BEWILLE 2020 NW MIAMI CT FL MIAMI, FL 33127 Name Changed: 03/20/2019 Authorized Person(s) Detail Name & Address Title Manager DATELMA, BEWILLE https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=A2F L170... 1/2 5/6/24, 12:16 PM 2020 NW Miami ct Ste 203 MIAMI, FL 33127 Detail by Entity Name Annual Reports Report Year Filed Date 2022 10/11/2022 2023 04/24/2023 2024 04/30/2024 Document Images 04/30/2024 --ANNUAL REPORT 04/24/2023 --ANNUAL REPORT 10/11/2022 -- REINSTATEMENT 03/13/2021 --ANNUAL REPORT 06/30/2020 --ANNUAL REPORT 03/20/2019 -- REINSTATEMENT 03/27/2017 -- Florida Limited Liability View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=A2F L170... 2/2 EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT The undersigned affirms, certifies, attests, and stipulates as follows: The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). I have read and understand the foregoing Anti -Human Traff cking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. 1. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Name: ewide 794- Ili( Signature: Office Address: 2o2a P'nrkvi', fG 3312 ? Title: 4 it a ` AfiV (UPI e+ Email Address: Colt 0 617,75116(61 f vs = Coy-., Main Phone Number: Page 23 of 23 Ufa - 0cf— & ° `',� Olivera, Rosemary From: De Los Santos, Jesly Sent: Monday, September 30, 2024 10:45 AM To: Olivera, Rosemary; Ewan, Nicole; Hannon, Todd Cc: Llop-Noy, Frances; Jones, Isiaa; Pereira, Raymond Subject: (Matter ID: 24-1123) A2F, LLC Business Grant Agreement Attachments: Fully - Executed - A2F,LLC Business Grant Agreement.pdf Good morning, Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Jesly De Los Santos Executive Assistant, OMNI-CRA 1401 N. Miami Avenue, Miami, FL 33136 Off: 305 679-6856 Email: jdelossantos@miamigov.com Website: www.omnicra.com Ornni CRA Disclaimer: This e-mail is intended only for the individual(s) or entity(s) named within the message. This e-mail may contain legally privileged and confidential information. If you properly received this e-mail as a client or retained expert, please hold it in confidence to protect the attorney -client or work product privileges. Should the intended recipient forward or disclose this message to another person or party, that action could constitute a waiver of the attorney -client privilege. If the reader of this message is not the intended recipient, or the agent responsible to deliver it to the intended recipient, you are hereby notified that any review, dissemination, distribution or copying of this communication is prohibited by the sender and to do so might constitute a violation of the Electronic Communications Privacy Act, 18 U.S.C. section 2510-2521. 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