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25268
AGREEMENT INFORMATION AGREEMENT NUMBER 25268 NAME/TYPE OF AGREEMENT OMNI CRA & PRIZM ART FAIR, LLC DESCRIPTION BUSINESS GRANT AGREEMENT/PRIZM 2024 ART FAIR/FILE I D : 16409/C RA-R-24-0048/MATTER I D : 24-2314 EFFECTIVE DATE December 3, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/3/2024 DATE RECEIVED FROM ISSUING DEPT. 12/3/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL BUSINESS GRANT AGREEMENT BY AND BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND PRIZM ART FAIR, LLC THIS GRANT AGREEMENT is entered into as of the 3rd day ofDecember , 2024 ("Effective Date") by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA" or "GRANTOR"), with principal address at 1401 N. Miami Avenue, Miami Florida 33013 and, PRIZM ART FAIR, LLC, a Florida not for profit corporation, with a principal address at 19324 NW 56 Place, Miami, Florida 331055 ("GRANTEE"). The CRA and GRANTEE collectively shall hereinafter be referred to as the "Parties." RECITALS WHEREAS, Prizm Art Fair LLC, a Florida Limited Liability Company, ("Grantee") submitted a proposal to the CRA requesting assistance to underwrite a portion of the cost associated with the production of the Prizm 2024 Art Fair from December 2, 2024, to December 8, 2024, which will provide local artists the creative spaces to showcase their talent ("Purpose"), located within the boundaries of the CRA's redevelopment area; and WHEREAS, the Art Basel and Prizm Art Fair 2024 is expected to attract thousands of residents and visitors to the Omni Area, providing an ideal opportunity for the CRA to disseminate slum clearance and community redevelopment information activities to the general public, in accordance with Section163.370 (2)(b) Florida Statutes; and WHEREAS, page 42 of the Plan lists the "promotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, pursuant to Section V, at page 52 of the Plan, support for this production is consistent with the improvements desired where it outlines that the CRA can undertake "catalytic programs designed to trigger the redevelopment of the area"; and Page 1 of 21 WHEREAS, section VII, at page 63, of the Plan, lists encouraging new regional cultural or artistic attractions will continue to boost the attractiveness of the area as a regional destination; and WHEREAS, on July 25, 2024, the CRA adopted Resolution No. CRA-R-24-0048, by the Board of Commissioners of the CRA, attached and incorporated as Exhibit "A" ("Authorizing Resolution"), which authorized a Grant for the purposes of underwriting a portion of the cost associated with the production of the Prizm 2024 Art Fair, to be held at 71 NW 14 Street, Miami, Floria 33136 ("Premises" or "Property"), within the boundaries of the CRA from December 2, 2024, to December 8, 2024 ("Purpose"); 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 amount not to exceed amount of Fifty Thousand Dollars ($50,000.00) ("Grant"); NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree to as follows: TERMS RECITALS. The recitals and all statements contained therein are true and correct and are hereby incorporated as part of this Agreement. 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 (as defined below), and as disbursed in the manner hereinafter provided. USE OF GRANT. The Grant shall be used by GRANTEE as follows: to underwrite costs associated with providing an amount not to exceed Fifty Thousand Dollars ($50,000.00) underwrite a portion of the cost associated with the production of the Prizm 2024 Art Fair from Page 2 of 21 December 2, 2024, to December 8, 2024, located within the CRA's boundaries ("Project"). COMPLIANCE WITH POLICIES AND PROCEDURES. GRANTEE understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting 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. 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 (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 Page 3 of 21 information shall be grounds for the immediate termination of this Agreement by the CRA. 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. INSURANCE REQUIREMENTS: The required insurance, as approved by the City of Miami Depailment of Risk Management for the Project are attached and incorporated herein as Exhibit "C". All insurance shall be provided by the GRANTEE and all such proof shall be attached as an Exhibit to this Agreement. GRANTEE shall, at all times during the term hereof, maintain insurance coverage in accordance with Exhibit "C" attached and incorporated by this reference. RISK OF LOSS. The CRA and the City assume no responsibility whatsoever for any person or property that enters the Premises or Property resulting from, or in connection with, the Project. In consideration of the execution of this Agreement by the CRA, the GRANTEE releases the City and the CRA from all liability resulting from loss, injury, death, theft, damage or destruction to any persons or property owned by or in care of the GRANTEE on or about the Premises or Property regardless of the cause including circumstances where it is alleged that the City or the CRA, or their employees, agents, or contractors were negligent. GRANTEE does not agree to release the City or the CRA from liability which is determined to be caused solely due to the intentional or willful misconduct of the City or the CRA, or their respective employees or agents. 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 an amount not to exceed Fifty Thousand Dollars ($50,000.00) 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 VENDOR under this Grant Agreement exceed Fifty Thousand Dollars ($50,000.00) nor shall Grant funds be Page 4 of 21 used in any form inconsistent with the terms, conditions, obligations, and requirements contained herein. TERM. The term of this Agreement shall commence on the date first above written and shall terminate upon full disbursement of either (a) Fifty Thousand Dollars ($50,000.00) or (b) such lesser amount should the final completion of the Project not require the entire not to exceed amount of Fifty Thousand Dollars ($50,000.00) from the Grant; provided, however, that all rights of the CRA to audit or inspect, to require reversion of 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. 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, irrespective of any 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. 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 Page 5 of 21 to this Agreement. 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: (a) Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 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. 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. (f) GRANTEE shall be liable to the CRA for any amount of the Grant expended in a manner inconsistent with this Agreement. 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 Page 6 of 21 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 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 internet advertisements or postings, or interviews. (d) The CRA shall have the right to approve the fonn 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. 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, 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. 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 of Miami ("City") shall have any personal liability with respect to any of the Page 7 of 21 provisions of this Agreement. Any liability of the CRA and of the City under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 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 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. INDEMNIFICATION OF THE CRA AND THE CITY. GRANTEE hereby agrees to indemnify, protect, defend, save, release, and hold harmless 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. 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 Board ("Board") for resolution within ninety (90) calendar days thereof, 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. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of 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. ANTI -HUMAN TRAFFICKING. The GRANTEE confirms and certifies that it is not in Page 8 of 21 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 in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "E." If 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. 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. The CRA's authorized representative is the Executive Director. GRANTEE's authorized representative is Mikhaile Solomon in accordance with GRANTEE's corporate authorization, attached and incorporated as Composite Exhibit "D", which includes GRANTEE's Corporate Status Update. 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. 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. Page 9 of 21 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. 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. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, 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. 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. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by the authorized representatives of both parties. 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. Page 10 of 21 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. 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. CONSTRUCTION OF AGREEMENT, 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 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. 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. 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. NOTICE. All notices or other communications which shall or may be given pursuant to this Page 11 of 21 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 (5t) day after being posted, or the date of actual receipt, whichever is earlier. To CRA: Omni Redevelopment District Community Redevelopment Agency 1401 N. Miami Avenue Miami, Florida 33136 Attn: Isiaa A. Jones, Executive Director With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 Attn: George K. Wysong, III, General Counsel To GRANTEE: PRIZM ART FAIR, LLC 19324 NW 56 Place Miami, FL 33055 Attn: Mikhaile Solomon, Executive Director 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. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 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 Page 12 of 21 additional information as may be required by the terms of this Agreement. 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: 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. Page 13 of 21 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 (305) 679-6868, OMNICRA(a,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 with GRANTEE'S dispute to public access will fall under the GRANTEE'S indemnification obligations specified in the Indemnification Section above. 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. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and Page 14 of 21 such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] {Remainder of Page Intentionally Left Blank} Page 15 of 21 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. WITNESS: PRIZM ART FAIR LLC �--DocuSigned by: p—DocuSigned by: By:-5.940147E.7953442... By: L----723435F_MIEF476 — Mikhaile Solomon, Manager Name: Frances L os_no FrLts (,Lp- .. Solowe ATTE'T: ,—Signed by: By: `-181-69471-A3-1-D44141... Todd B. Hannon, Clerk of the Board Date: December 3, 2024 1 13:36:38 EST OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes p- DocuSigned by: (Sit joiALS a lFcS3ig9FEiRutive Director By: APPROVED AS TO INSURANCE APPROVED AS TO FORM AND CORRECTNESS: REQUIREMENTS: ,—DocuSigned by: Fro& awhc,/5 By: `-27395C6318214E7... Ann -Marie Sharpe, Director, Risk Management Department By: DocuSigned by: actor (Uysouss III 88776E9-FE88248B... George K. Wysong, III, General Counsel Matter ID: 24-2314 DJGS Page 16 of 21 EXHIBIT A CRA RESO AUTHORIZING THE GRANT PROGRAM CRA-R- 24-0048 Page 17 of 21 8/19/24, 9:57 AM CRA-R-24-0048 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMU... Miami FL OMNI CRA Resolution CRA-R-24-0048 �U/ ADO pTED 25, 2024 g_ 30 AM A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/STHS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS TO THE CRA PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AS ADOPTED BY THE CRA; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CRA; ALLOCATING GRANT FUNDS FROM THE CRA'S FISCAL YEAR 2023-2024 BUDGET NON -TAX INCREMENT FUND, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10040.920501.883000.0000.00000 IN AN AMOUNT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000.00), TO PRIZM ART FAIR, LLC, A FLORIDA LIMITED LIABILITY COMPANY, TO UNDERWRITE COSTS ASSOCIATED WITH THE PRODUCTION, DISSEMINATION OF CRA INFORMATION AND ACTIVITIES, AND ADDITIONAL SECURITY TO THE PRIZM 2024 ART FAIR TO TAKE PLACE FROM DECEMBER 2, 2024 TO DECEMBER 8, 2024, WITHIN THE CRA REDEVELOPMENT AREA; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO GENERAL COUNSEL FOR SAID PURPOSE AND PROVIDING FOR AN EFFECTIVE DATE. Information Department: OMNI Community Redevelopment Agency Category: Grant Attachments Agenda Summary and Legislation 16409 Exhibit A 16409 Proposal 16409 Notice to the Public Body/Legislation Sponsors: WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the CRA's 2019 Redevelopment Plan ("Plan"); and WHEREAS, Prizm Art Fair LLC, a Florida Limited Liability Company, ("Grantee") submitted a proposal to the CRA requesting assistance to underwrite a portion of the cost associated with the production of the Prizm 2024 Art Fair from December 2, 2024, to December 8, 2024, which will provide local artists the creative spaces to showcase their talent ("Purpose"), located within the boundaries of the CRA's redevelopment area; and https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=16409&highlightTerms=Prizm Art Fair&Print=Yes 1/3 8/19/24, 9:57 AM CRA-R-24-0048 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMU... WHEREAS, the Art Basel and Prizm Art Fair 2024 is expected to attract thousands of residents and visitors to the Omni Area, providing an ideal opportunity for the CRA to disseminate slum clearance and community redevelopment information activities to the general public, in accordance with Section163.370 (2) (b) Florida Statutes; and WHEREAS, page 42 of the Plan lists the "promotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, pursuant to Section V, at page 52 of the Plan, support for this production is consistent with the improvements desired where it outlines that the CRA can undertake "catalytic programs designed to trigger the redevelopment of the area"; and WHEREAS, section VII, at page 63, of the Plan, lists encouraging new regional cultural or artistic attractions will continue to boost the attractiveness of the area as a regional destination; and WHEREAS, the Board wishes to allocate funds in an amount not to exceed Fifty Thousand Dollars ($50,000.00) to Grantee for the Purpose stated herein; and WHEREAS, based on the recommendation and finding of the Executive Director, attached and incorporated as Exhibit "A", it is in the CRA's best interest to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the CRA, for the allocation of grant funds for the Purpose in an amount not to exceed Fifty Thousand Dollars ($50,000.00) to be disbursed subject to the availability of funding and the Executive Director's discretion; and WHEREAS, the Executive Director is requesting authority to negotiate and execute an agreement with Grantee, including any and all documents necessary, all forms acceptable to the General Counsel for the Purpose stated herein; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written finding, attached and incorporated as Exhibit "A", pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the CRA, are ratified, approved, and confirmed and the requirements for competitive sealed bidding methods as not being practicable or advantageous to the CRA are waived. Section 3. The Executive Director is hereby authorized to allocate grant funds from the OMNI CRA Budget - Other Grant and Aid - 10040.920501.883000.0000.00000, subject to the availability of funding, in an amount not to exceed Fifty Thousand Dollars ($50,000.00) to Grantee for the Purpose stated herein. Section 4. The Executive Director is hereby authorized to negotiate and execute an agreement, including any and all documents necessary, all in forms acceptable to the General Counsel, to effectuate the grant to Grantee for the Purpose stated herein. Section 5. This Resolution shall become effective immediately upon its adoption. Meeting History OMNI Community Jul 25, 2024 9:30 AM Redevelopment Regular Meeting Agency Draft RESULT: ADOPTED [UNANIMOUS] MOVER: Manolo Reyes, Board Member, District Four https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=16409&highlightTerms=Prizm Art Fair&Print=Yes 2/3 8/19/24, 9:57 AM CRA-R-24-0048 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMU... SECONDER: Christine King, Board Member, District Five AYES: Damian Pardo, Joe Carollo, Miguel Angel Gabela, Manolo Reyes, Christine King Powered by Granicus https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=16409&highlightTerms=Prizm Art Fair&Print=Yes 3/3 COMPOSITE EXHIBIT B- PROJECT DESCRIPTION Page 18 of 21 20 24 MISSION Prizm is a cutting -edge art fair expanding the spectrum of exhibiting artists from Africa and its diaspora. Featured Galleries and Artists reflect narratives representative of the varied and global African experience. PRIZM'S PAST Prizm was founded in 2013 by Mikhaile Solomon to democratize the art world by elevating Black artists, cultivating inclusive spaces, and creating impactful conversations around African artists globally. 2013 First Prizm at the Marquis Building with 25 artists 2015 Fair at historic Coppertone Building. Prizm Fellows and Prizm Perform Begins 2017 2019 Prizm expands to 125 Prizm's exhibitor roster artists and 2500 guests grows to 15 exhibitors, in Downton Miami 50 artists 2,500 VISITORS 5500 VISITORS 1,000 RETURN VISITORS 2500 RETURN VISITORS 2022 Prizm hosts its first hybrid in-person/virtual Fair for its year anniversary welcoming over 5500 guests IRL/ 2 million visitors virtually 5500 VISITORS 2500 RETURN VISITORS 2014 Prizm moves to the Miami Center for Architecture and Design 2016 Prizm hosts 2000 attendees and artists in Little Haiti 2,000 VISITORS 800 RETURN VISITORS 2018 Prizm invites 10 Galleries to exhibit for the first time. 4500 VISITORS 1,500 RETURN VISITORS 2020-21 2023 Prizm pivots to a virtual Fair to in Prizm hosts its largest Fair to date the wake of the pandemic with in the heart of Downtown Miami 120,000 visits to our site prizm.art at the Omni Building in partnership 5500 VISITORS with Essence Ventures. 2500 RETURN VISITORS 5500 VISITORS 2500 RETURN VISITORS PRIZM 2D I PRIZM is the producer of a cutting -edge cultural platform that is multidisciplinary in scope with the goal of expanding the spectrum of exhibiting international artists from the African Diaspora and emerging markets. Our mission is to promote the work of artists from Africa and the global African Diaspora, who reflect global trends in contemporary art. Prizm exhibits a dynamic group or contemporary artists during Miami Art Week and beyond. In 2024, Prizm will exhibit 75 Artists and 30 Galleries from around the globe. Prizm will host our in -person Fair supplemented by our virtual on prizm.art. Ancillary programming will include Prizm Panels, Prizm Perform, Prizm Film, and our annual Prizm Celebration on the Saturday of Miami Art Week. "It's an artist's duty to reflect the times in which we live." -Nina Simone THE POWER OF PRIZM 45 ARTICLES CURATORIAL FOCUS Each Year, Prizm builds a curatorial focus around which our Fair is programmed. The selected artists' work navigates a constellation of shared historical and extant sociopolitical narratives including gender identity, "post -colonial" cultural hybridity, negotiating indigenous African with colonial spiritual practices, and the interrogation of colonial and post -colonial economic practices. 2024 at -a -Glance Q 800K+ PRESS VIEWS KEY PARTNERS Essence The Green Family Foundation Miami DDA Miami -Dade Department of Cultural Affairs Florida Division of Cultural Affairs 704M SOCIAL IMPRESSIONS PROGRAMMING Prizm Preview: Bespoke Dinner Experience with Guest Chef Prizm Parlour: Boutiques with Busayo NYC, Prizm Perform: performance piece Prizm Panels: 8 Talks, 100+ Attendees and more... PRIZM'S PEOPLE Prizm boasts a multi -generational, affluent, influential, art -obsessed, global audience that comes to Prizm to stay on the pulse of what's new and next from black artists. S=2 AGE RANGE: 97% of audience is 25-64 15-25= 3% 25-35 = 60 % 35 and up = 37% HOUSEHOLD INCOME: $50-100K Female // Male %: 65% // 35% ART INFLUENCERS Art Collectors Belong to Art I nstitutions Source: Google Analytics and Prizm Tickets Report )n1 n KEY CITIES: Miami, New York City, Washington D.C., Chicago, Kansas City, Detroit, Toronto, Johannesburg, Capetown, Kinshasa, Berlin, Paris, Lagos KEY COUNTRIES: Ghana, South Africa, Haiti. USA, Nigeria, France Finance & Investments INTERESTS � k Travel Food & Spirits Tech PRESS "A trailblazing multidisciplinary platform for fine art and performing art" and "an essential component of Miami Art Week" FORBES QQ "PRIZM Art Fair is currently one of the largest and most impactful exhibitions of African diasporic art happening during Miami Art Week." OBSERVER "A cutting -edge cultural platform that is multidisciplinary in scope, PRIZM promotes the work of artists from Africa and global African Diaspora, who reflect global trends in contemporary art." WIDEWALLS OO VANITY FAIR okayafrica. Also Seen in: THEIOOT �heiamicrlih HYPEBEAST THE POWER OF PRIZM: IMPACT According to Okayafrica, Prizm has become one of the "most anticipated events during Art Basel Miami." NEARLY $1MM OPT -INS Prizm generated nearly $1 MM in sales Our newsletter boasts over 25K fans for artists and galleries in 2019 and previous ticket buyers SOCIAL STRENGTH Prizm's combined social presence is 10K across platforms PRIZM PARTNERS Event Partners , FOUNDAAT10N ESSENCE Mt3CULTURE BUILDS FLORIDA Cultural Partners DWNrwN MIAMI DDA Al II ART OF 1 f,,,,,r,,, !I II BLACK /MIAMI Media Partners ESSENCE MIAMI AFRO SUGARCANE PU\1(. MAGAZINE PRIZM PROGRAMMING AT -A -GLANCE Prizm Art Fair spotlights global African artists and fosters critical commerce, connections, and conversations. This year's online fair brings together patrons, artists, and PRIZM PLATFORM partners together to support art when it matters most. Programming will include: PRIZM PREVIEW PRIZM PERFORM Visibility,Resources, and Event opener, VIP dinner, Music and live performance art Interactive sessions and reception PRIZM PANELS Timely discussions from thought -leaders Opening Night, Prizm Parlour, Prizm Film, Prizm Press Preview, Prizm Art Fellowship and more. 202 iBASEL lirtr `l m1'mm %I4i.hIi:!iiJ.11III smnuint •LL II�1- =_ — NAPINII_ ICE PALACE WEST -1001. ' his�y is Pr i in partne!sh witllEssence, is excited to host its 12th Edition at Ice Palace West in the Omni Entertainment District. PRIZM's 12th Edition will be presented December end through December 8th and virtually at https://www.prizm.art/. alp • i y 7 PRIZM PREVIEW TUESDAY Dec. 3 • For this year's Prizm Preview, we will work with an executive Chef (TBA) to curate and create a bespoke dinner experience for the fair's top p patrons and supporters. This VIP experience will also offer a sneak -peek at Prizm artists, award presentations, exclusive performances, and much more. 9-01p,-44p OPENING NIGHT WEDESDAY DEC. 4 Prizm's Opening Night is the kick-off celebration for the public to celebrate Prizm's artists and mission. The fair will feature day -long programming that welcomes art fans and followers to the weeklong experience. PRIZM PERFORM WEDNESDAY DEC. 4 Prizm Perform offers a platform to showcase performance art presented by Black artists from around the world. Prizm Perform began in 2015 and expanded in 2017, with the generous support of The Green Family Foundation. Previous Prizm Perform programming included a breathtaking production from Patrisse Cullors, of Black Lives Matter. In 2024, Prizm will select two artists across disciplines for performances during Miami Art Week. We'll capture real-time content and publish a recap content on social media that captures the essence of the performances for those with FOMO. MIKHAILE SOLOMON FOUNDER/PRIZM CCH,POUNDER RICHELIEU.,3ENNIS . ACTRESS/ACTIVIST .CHAIRMAN/ESSENCE PRIZM PANELS THURS-FRI DEC. 5 & 6 Prizm Panels are a series of curated taLks around thought -provoking issues that reflect the bLack art zeitgeist. Prizm selects thought Leaders, practitioners, and supporters of the contemporary African art community to speak across a series of topics. PaneL topics range from finance to history to technology and are meant to appeal to novices and experts aLike. View our Prizm 2024 Keynote conversation here with, Activist and Actress CCH Pounder, Essence Chairman, Richelieu Dennis, and Board Member of the DuSabLe Museum, Chris Eze. PRIZM FILM THURS-FRI DEC. 5 &6 Prizm Film selects films from global Black creators across a spectrum of topics that align with our mission. We'll curate film screenings and Q&As for emerging filmmakers from the Diaspora. This programming features post -screening online panels with producers, cast members, and talent. Our 2019 screening featured "True Justice: Bryan Stevenson's Fight for Equality." PRIZM x TW> BLI( PARTY SATURDAY DEC. 7 Prizm will host an afro -mixer during the Fair to keep the good vibes high. This year's Prizm Party will be located at Dante's Hi-Fi. In collaboration with FWD > BLK, Prizm's attendees will enjoy sounds by Rich Medina, Louie Vega, Young Guru, and many more. For over two exhilarating decades, Rich Medina has solidified his status as a DJ extraordinaire, a sonic sorcerer whisking audiences on a global, genre - blurring voyage spanning hip -hop, house, soul, afrobeat, funk, and dance classics. Rich is the co- owner of the mesmerizing Dante Hi-Fi lounge. PRIZM PARLOUR Prizm Parlour launched in 2017 and was created as a space for our press guests to recharge during the fair. Last year's boutique featured a pop-up boutique from Busayo NYC and also included Prizm's bookstore with titles from Black authors. It was a space for our media guests to catch their breath from the bustle of the fair. This year, Prizm Parlour can be accessed online with a boutique featuring curated art, wares, books, and more from the Diaspora. This online store will support black artisans and their genius. PRIZM FELLOWS Prizm Fellows are hand -selected students and aspiring art administrators across disciplines, learning key pathways to a career in the arts during their fellowship with Prizm. Fellows assist with planning, development, execution, and content capture of the fair. We work with students who are passionate about their field and want to use their talents to further their impact in the arts and culture ecosystem. Last year we selected five fellows in non-profit development, visual arts, architecture, photography, and administration. PARTNERSHIP PROPOSAL Prizm, with growing attendance and an 11-year track record of excellence in the arts and culture sector, provides the Omni CRA an opportunity to market to a diverse demographic that is increasingly and keenly interested in the unique tourism and city-wide multicultural programming Omni CRA promotes with its Entertainment District Initiative. Our audience is globally engaged, and our 2024 fair will offer the Omni CRA greater opportunities to interface with the global arts community. Prizm has increased its engagement overseas this year, more than ever before, we will be exhibiting artists and galleries from the continent of Africa and the Caribbean. To that end, Prizm is requesting a $150,000 partnership with the Omni CRA to underwrite expenses associated with the execution of the annual fair which supports our high -profile exhibiting artists, performers, and keynote speakers. Our network of artists is integral to the ongoing cultivation of global dialogue around arts and culture in the African and African diaspora narrative. We believe a partnership with Omni CRA would be invaluable and assist in the following ways: ► Prizm 2024 will exhibit over 80 globally renowned artists from Africa and the African diaspora. ► These artists live/work in 10 different cities and 15 different countries including South Africa, Barbados, Angola, Zimbabwe, Jamaica, Ethiopia and of course, Miami. ► With in -kind support from the Omni CRA, Prizm is poised to host a virtual experience reflective of the diversity of Miami' cultural landscape. This would dramatically enhance the quality and diversity of the African diaspora artistic offerings of Prizm. ► This would simultaneously provide Omni CRA with incredible exposure as a premier driver of diversity in Miami. Prizm is excited to embark on this journey with you and thanks you for reviewing and considering our proposal to continue our enduring collaborative partnership and work collaboratively as a partner for Prizm's nth edition. Please refer to our attached deck for deliverables associated with our $150,000 level ask. If you have any questions, please do not hesitate to contact us. DELIVERABLES Dedicated Social Posts (Pre, during, post event) On -site booth, sampling, or material distribution First Right of Refusal" Usage of Prizm Logo in brand marketing/promo materials* On -site prominent Logo placement/branding placement Sponsorship of Prizm Event Suite (Preview, Panel, Perform) Logo incLusion on all Prizm marketing materials Logo incLusion on step -and -repeat Color panel in Prizm catalog Sponsor Logo in dedicated promotional e-vites IncLusion in Prizm press release GeneraLAdmission Tickets Tickets to Prizm Preview (Opening Night) IncLusion on Prizm website as an official sponsor VIP Gift Bag Sampling 'Must be approved by Prizm "FROR for next year foLLowing Prizm designated time frame Cosmo • • • • • • • • • $150,000 DONATIONS + IN -KIND Prizm appreciates donations of good and services from individuals and organizations in our community. We welcome all in -kind donations that align with key categories our audiences loves. Please contact Prizm for Wiring Instructions: Or visit our donation page at Give Lively For questions, please contact Mikhaile Solomon at mikhailena prizmartfair.com Note: All donations are tax-exempt through Prizm Projects Inc. I FOR PARTNERSHIP, PLEASE CONTACT: Mikhaile Solomon \\v. ///e THANK YOU! EMAIL ADDRESS PHONE NUMBER mikhaile@prizmartfair.com 954.372.6241 All concepts are proprietary to Prizm Projects and should not be shared without prior approval. All program elements are subject to change based on the discretion of the Prizm team and are on the final scope of the partnership EXHIBIT C INSURANCE REQUIREMENTS PRIZM ART FAIR, 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 & OMNI CRA listed as additional insured Primary Insurance Clause Endorsement Non Owned Auto Endorsement, if personal vehicles are used in connection with the scope. II. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Letter or WC Exemption will be accepted as may be applicable. 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 21 / ACORD® CERTIFICATE OF LIABILITY INSURANCE �...---- DATE (MM/DDNYYY) 10/28/2024 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 East Main Street Insurance Services, Inc. Will Maddux PO Box 1298 Grass Valley CA 95945 CONTACT Will Maddux NAME: PHONE Nry , Ext): (530) 477-6521 /c, No): EAIL info ththel er.com ADDRESS: info@theeventhelper.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Evanston Insurance Company 35378 INSURED Prizm Art Fair LLC c/o Mikhaile Solomon 19324 NW 56th PI Miami Gardens FL 33055 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 NUMBER POLICY EFF (MM/DDNYYY) POLICY EXP (MM/DDNYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 3DS5475-M3548173 11/29/2024 12:01 AM 12/11/2024 12:01 AM EACH OCCURRENCE $ 1 ,000,000 CLAIMS -MADE %< OCCUR DAMAGE PREMISESO(EaE ccurrrrence) $ 100,000 X Host Liquor Liability MED EXP (Any one person) $ 5,000 Retail Liquor Liability PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGGREGATELIMITAPPLIESPER: X POLICY OTHER: JECT PRO-LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 Deductible $ None 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 ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (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) Certificate holder listed below is named as additional insured per attached MEGL 2217 01 19. Attendance: 3000, Event Type: Art Show. Waiver of Subrogation applies per attached CG 24 04 12 19. Primary/Non-Contributory wording applies per attached CG 20 01 04 13. CERTIFICATE HOLDER 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. Omni CRA AUTHORIZED REPRESENTATIVE f 1401 N Miami Ave, #2 Miami FL 33136 /ff ! �� ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ill MARKEL COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 3DS5475-M3548173 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Omni CRA 1401 N Miami Ave, #2 Miami, FL 33136 A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule of this endorsement, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by the acts or omissions of any insured listed under Paragraph 1. or 2. of Section II — Who Is An Insured: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. MEGL 2217 01 19 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 2 with its permission. B. With respect to the insurance afforded to these additional insureds, the following Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions remain unchanged. MEGL 2217 01 19 is added to the most we Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 2 with its permission. POLICY NUMBER: 3DS5475-M3548173 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG20010413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 3DS5475-M3548173 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Omni CRA 1401 N Miami Ave, #2 Miami, FL 33136 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 / ACORD® CERTIFICATE OF LIABILITY INSURANCE �...---- DATE (MM/DDNYYY) 10/28/2024 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 East Main Street Insurance Services, Inc. Will Maddux PO Box 1298 Grass Valley CA 95945 CONTACT Will Maddux NAME: PHONE Nry , Ext): (530) 477-6521 /c, No): EAIL info ththel er.com ADDRESS: info@theeventhelper.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Evanston Insurance Company 35378 INSURED Prizm Art Fair LLC c/o Mikhaile Solomon 19324 NW 56th PI Miami Gardens FL 33055 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 NUMBER POLICY EFF (MM/DDNYYY) POLICY EXP (MM/DDNYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 3DS5475-M3548173 11/29/2024 12:01 AM 12/11/2024 12:01 AM EACH OCCURRENCE $ 1 ,000,000 CLAIMS -MADE %< OCCUR DAMAGE PREMISESO(EaE ccurrrrence) $ 100,000 X Host Liquor Liability MED EXP (Any one person) $ 5,000 Retail Liquor Liability PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGGREGATELIMITAPPLIESPER: X POLICY OTHER: JECT PRO-LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 Deductible $ None 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 ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (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) Certificate holder listed below is named as additional insured per attached MEGL 2217 01 19. Attendance: 3000, Event Type: Art Show. Waiver of Subrogation applies per attached CG 24 04 12 19. Primary/Non-Contributory wording applies per attached CG 20 01 04 13. CERTIFICATE HOLDER CANCELLATION City of Miami 444SW2ndAve Miami FL 33016 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 f /ff! �� ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ill MARKEL® COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 3DS5475-M3548173 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Miami 444 SW 2nd Ave Miami, FL 33016 City of Miami is listed as Additional Insured with respect to claims Arising out of the operations of the named Insured. Coverage is Primary & Non-Contribuitory basis Each Occurrence - $1,000,000 General Aggregate - $2,000,00 Products Comp/OP — Need it if food A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule of this endorsement, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by the acts or omissions of any insured listed under Paragraph 1. or 2. of Section II — Who Is An Insured: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. MEGL 2217 01 19 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 2 with its permission. B. With respect to the insurance afforded to these additional insureds, the following Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions remain unchanged. MEGL 2217 01 19 is added to the most we Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 2 with its permission. POLICY NUMBER: 3DS5475-M3548173 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG20010413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 3DS5475-M3548173 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): City of Miami 444 SW 2nd Ave Miami, FL 33016 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 / ACORD® CERTIFICATE OF LIABILITY INSURANCE �...---- DATE (MM/DDNYYY) 11 /13/2024 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 East Main Street Insurance Services, Inc. Will Maddux PO Box 1298 Grass Valley CA 95945 CONTACT Will Maddux NAME: PHONE Nry , Ext): (530) 477-6521 /c, No): EAIL info ththel er.com ADDRESS: info@theeventhelper.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Evanston Insurance Company 35378 INSURED Prizm Art Fair LLC c/o Mikhaile Solomon 19324 NW 56th PI Miami Gardens FL 33055 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 NUMBER POLICY EFF (MM/DDNYYY) POLICY EXP (MM/DDNYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 3DS5475-M3548173 11/29/2024 12:01 AM 12/11/2024 12:01 AM EACH OCCURRENCE $ 1 ,000,000 CLAIMS -MADE %< OCCUR DAMAGE PREMISESO(EaE ccurrrrence) $ 100,000 X Host Liquor Liability MED EXP (Any one person) $ 5,000 Retail Liquor Liability PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGGREGATELIMITAPPLIESPER: X POLICY OTHER: JECT PRO-LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 Deductible $ None 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 ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (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) Certificate holder listed below is named as additional insured per attached MEGL 2217 01 19. Attendance: 3000, Event Type: Art Show. Waiver of Subrogation applies per attached CG 24 04 12 19. Primary/Non-Contributory wording applies per attached CG 20 01 04 13. CERTIFICATE HOLDER CANCELLATION Prizm Projects Inc 19324 NW 56 Place Miami Gardens FL 33055 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 f /fj4c ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ill MARKEL COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 3DS5475-M3548173 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Prizm Projects Inc 19324 NW 56 Place Miami Gardens, FL 33055 A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule of this endorsement, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by the acts or omissions of any insured listed under Paragraph 1. or 2. of Section II — Who Is An Insured: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. MEGL 2217 01 19 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 2 with its permission. B. With respect to the insurance afforded to these additional insureds, the following Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions remain unchanged. MEGL 2217 01 19 is added to the most we Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 2 with its permission. POLICY NUMBER: 3DS5475-M3548173 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG20010413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 3DS5475-M3548173 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Prizm Projects Inc 19324 NW 56 Place Miami Gardens, FL 33055 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 J Dear Isiaa Jones, J 77"7 This letter is in reference to the insurance required for the production of the Prizm Art Fair 2024. We do not believe that the automobile insurance and workers compensation requirements should apply to the 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 questions, or concerns, please do not hesitate to contact me. With Kind Regards, Mikhaile Solomon 4 C Director mikhaileRprizmartfair.com 954.372.6241 EXHIBIT D GRANTEE'S Certificate of Corporate Authorization and Corporate Status/ Sunbiz Page 20 of 21 CORPORATE RESOLUTION STATE OF FLORIDA � ) COUNTY 0E--1"AM --HAS ) SS / EIN: 46-3440440 WHEREAS, PRIZM ART FAIR LLC ("Company") desires to enter into an Agreement with the Omni Redevelopment District Community Redevelopment Agency, a copy of which is attached hereto; and WHEREAS, the Board of Directors or Managing Members, as applicable, at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the Company intends to enter into the Agreement with the Omni Redevelopment District Community Redevelopment Agency and be bound by its terms and that Mikhaile Solomon, ("Authorized Individual") is hereby authorized and instructed to enter into the Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this Company with the Omni Redevelopment District Community Redevelopment Agency upon the terms contained in the proposed Agreement to which this resolution is attached. IN WITNESS WHEREOF, this 26 day of November , 2024. Signature:nA,rn`..J Print Name: Mikhaile Solomon Title: Director ATTEST: NC6 19 Corporate Secretary Print Name: N ` ((CQ 1�.. (.5(),(0- 1/ 1r- i (Affix Corporate Seal, if applicable) FIArASHA L.TAYLOR Notary Public State of Florida Comm# HH254463 Expires 4/18/2026 ` L Subscribed and sworn before me, this day of NvV-e a Y a Notary Public in and for 7rn WLr County, State of i_— (Signature) NOTARY PUBLIC My Commission expires )4 0 , .90✓(f 4 11/27/24, 12:40 PM Detail by Entity Name FLORIDA DEPARTMENT GESTATE DIVISION OF CORPORATIONS DIVISIUN Of 5iinb CORPORATIONS an official Stale of Florida wehsite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company PRIZM ART FAIR LLC Filing Information Document Number L13000103345 FEI/EIN Number 46-3440440 Date Filed 07/22/2013 Effective Date 07/22/2013 State FL Status ACTIVE Last Event REINSTATEMENT Event Date Filed 10/06/2021 Principal Address 19324 NW 56 PLACE MIAMI, FL 33055 Mailing Address 19324 NW 56 PLACE MIAMI, FL 33055 Changed: 03/27/2016 Registered Agent Name & Address SOLOMON, MIKHAILE 19324 NW 56 PLACE MIAMI, FL 33055 Name Changed: 10/06/2021 Authorized Person(s) Detail Name & Address Title Manager SOLOMON, MIKHAILE 19324 NW 56 PLACE MIAMI, FL 33055 Annual Reports Report Year Filed Date https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=l nitial&searchNameOrder=PRIZMAR... 1/2 11/27/24, 12:40 PM 2023 04/15/2023 2023 04/28/2023 2024 02/02/2024 Document Images 02/02/2024 --ANNUAL REPORT 04/28/2023 --AMENDED ANNUAL REPORT 04/15/2023 --ANNUAL REPORT 01/30/2022 --ANNUAL REPORT 10/06/2021 -- REINSTATEMENT 01 /24/2020 -- ANNUAL REPORT 01/25/2019 --ANNUAL REPORT 02/16/2018 --ANNUAL REPORT 04/27/2017 --ANNUAL REPORT 03/27/2016 --ANNUAL REPORT 04/24/2015 --ANNUAL REPORT 04/14/2014 --ANNUAL REPORT 07/22/2013 -- Florida Limited Liability Detail by Entity Name 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 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/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=PRIZMAR... 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 Trafficking 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: Prizm Art Fair LLC Name: Mikhaile Solomon Signature: A 'pdl"1.41,-.A-an-� Title: Director / Prizm Art Fair Office Address: 19324 NW 56 Place Miami Gardens, FL 33055 Email Address: mikhaile@prizmartfair.com Main Phone Number: 954-559.8623 Page 21 of 21 Olivera, Rosemary From: De Los Santos, Jesly Sent: Tuesday, December 3, 2024 1:59 PM To: Hannon, Todd Cc: Olivera, Rosemary; Ewan, Nicole; Jones, Isiaa; Gibbs-Sorey, Domini; Garcia, Aida Subject: 24-2314 Prizm Art Fair LLC - Prizm 2024 Art Fair Grant Agreement. Attachments: Fully Executed - Prizm Art Fair LLC - Prizm 2024 Art Fair Grant Agreement.pdf Good afternoon, 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. Please notify us by reply e-mail and delete the original message. Nothing in this e-mail message shall, in and of itself, create an attorney -client relationship with the sender. Under Florida Law, e-mail addresses and the contents of the e-mail are public records. If you do not want your e-mail address, or the contents of the e-mail, released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing. 1