HomeMy WebLinkAboutBackupACCESS AGREEMENT
MARINE STADIUM - PARKING AREA
This Access Agreement ("Agreement"), by and between the City of Miami, a municipal
corporation of the State of Florida, with address at 444 S.W. 2nd Avenue Miami, Florida 33130
("City") and MML Touring, LLC., a Delaware Limited Liability Corporation authorized to
conduct business in the state of Florida, with address at 630 Ninth Avenue, Suite 610, New York,
New York 10036 ("User"), is effective as of the date of this Agreement is fully executed by all
named parties ("Effective Date"). The City and User may each be referred to as a "Party" and may
collectively be referred to as the "Parties".
RECITALS
A. The City owns and operates the Marine Stadium the real property located at 3501
Rickenbacker Causeway, Miami, Florida 33149, more specifically described in Exhibit "A"
attached and incorporated herein ("Property").
B. User has requested, and the City is willing to permit User the use of the Property
during the Use Period subject to the terms and conditions set forth herein for the fee specified
herein.
C. The City Commission has approved the fees and rates being charged to the User
hereunder and has authorized the execution of this Agreement pursuant to Resolution No.
adopted
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the City hereby grants to User a limited license for the right, privilege and permission
to enter into and upon Property for the Permitted Use and during the Use Period, as the terms are
hereinafter defined, subject the terms and conditions set forth in this Agreement.
1. TERM: The term of this Agreement shall commence upon full execution hereof and
shall terminate upon fulfillment of all the responsibilities and obligations of the Parties hereunder
("Term")
2. PERMITTED USE: User shall be permitted to enter and occupy certain portions of the
Property for the purposes of presenting the Magic Mike Live North American Tour ("Event") as
follows:
(a) Other Uses: Should User wish to use the Property at any other times or for any
other purposes, then the proposed use and the charges to be paid in connection therewith shall be
as customarily charged by the City for similar use of the Property.
(b) Reservation by other users: For purposes of this paragraph, the
auditorium or any portion of the Property shall be deemed to have been reserved by another user
if, as of the date hereof, such areas are reserved for use by another user or if the City notifies User
of a prior reservation at least fifteen (15) days prior to the date of the reserved event or use.
(c) No Interest Conferred: This Agreement confers no exclusive possession of
the Property. The User cannot exclude the City from the Property. This Agreement solely provides
User a revocable license that authorizes the temporary use of the Property for the limited purposes
set forth herein and for no other purpose. The Parties hereby agree that the provisions of this
Agreement do not constitute a lease. The rights of User hereunder are not those of a tenant but are
a mere personal privilege to do certain acts of a temporary character in the Property and to use the
Property, subject to the terms of this Agreement. The City retains dominion, possession, and
control of the Property.
3. USE PERIOD: The use period shall consist of the periods for set-up and dismantle
and for presentation of the Event ("Use Period"). User shall be authorized to use the Property in
the manner specified herein for the term commencing on August 15, 2022, until April 21, 2023,
for a total of two hundred fifty (250) days, broken down as follows:
(a) Set up: August 15, 2022 until October 12, 2022
(b) Event Dates: October 13, 2022 until April 9, 2023 (Wednesdays thru Sundays)
(c) Break down: April 20, 2023 until April 21, 2023.
4. ACCESS/USE FEE: User agrees to pay a fee for the User's use of the Property
("Use Fee") to the City as specified in and subject to the terms of this Agreement. The Parties
acknowledge that the Use Fee is separate from, and in addition to, the Ticket Surcharge fee
imposed by City Code Section 53-1, and that payment of the Use Fee shall not offset or waive the
Ticket Surcharge Fee, which User will be responsible to pay the City.
Payment of Use Fee: All payments from User to the City shall be by wire,
Cashier's or certified check drawn from a local bank, or credit card acceptable to City staff. No
payments shall be accepted in the form of cash. Failure to pay any portion of the Use Fee prior to
thirty (30) days from the date of the Event shall result in the immediate termination of this
Agreement and shall result in the forfeiture of all deposit funds.
5. CONDITION, MAINTENANCE, & RESTORATION: User accepts the
Property "As Is" in its present condition and state of repair and without representation by or on
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behalf of the City, and agrees that the City shall not, under any circumstances, be liable for any
latent, patent, or other defects on the Property. During its use of the Property, User, at tis sole cost,
shall maintain the Property in good order and repair at all times and in an attractive, clean, safe,
and sanitary condition and shall suffer no waste or injury thereto. User shall be responsible for all
repairs to the Property required or caused by User's use of any part thereof.
User agrees to restore the Property to the same or better condition as it was prior to the
Event having taken place, including, but not limited to, providing repairs for structural,
mechanical, electrical, or other damage to the Property or any improvements or personal property
thereon, excluding any damage caused by ordinary wear and tear typical to the operation of a
commercial marina. Such ordinary wear and tear shall be defined as the unavoidable deterioration
of the area and improvements that result from the uses and for the Term permitted herein and shall
not include deterioration that results from User's negligence, carelessness, accident or abuse of the
Property, or from User's noncompliance with the terms of this Agreement.
User agrees to make all changes necessary to the Property at User's sole cost and expense
in order to comply with all City, County, State and Federal requirements for User's use or
occupancy thereof.
6. Intentionallv omitted.
7. EVENT PERSONNEL, UTILITIES AND SUPPLIES: Except as specifically
provided herein, User shall be responsible for all staffing in connection with the use of the Property
and/or the presentation of an Event which includes ticket sellers, ticket takers, ushering staff,
stagehands, spotlight operators, etc.
8. COST, EXPENSES, & FEES: Notwithstanding any other term or provision herein
it is expressly understood and agreed by User that the City is not responsible, liable, or otherwise
answerable to pay any fee, charge, cost, expense, reimbursement or other monetary compensation
to User, its agents, representatives, employees or contractors for their work or their services under
this Agreement.
User shall pay any and all impositions, levies, charges, fees, or assessments imposed upon
the Property as a result of User's use of the Property. In the event User appeals a fee, User shall
immediately notify City of its intention to appeal said fee and shall furnish and keep in effect a
surety bond of a responsible and substantial surety company reasonably acceptable to City in an
amount sufficient to pay one hundred percent (100%) of the contested fee together with all interest,
costs and expenses, including reasonable attorneys' fees, expected to be incurred.
9. VIOLATIONS, LIENS & SECURITY INTEREST: User, at its sole expense and
with due diligence and dispatch, shall secure the cancellation, discharge, or bond off, in the manner
permitted by law, all notices of violations arising from, or otherwise in connection with, User's
improvements, use, occupancy, or operations in the Property which shall be issued by any public
authority having or asserting jurisdiction. User shall promptly pay its contractors, subcontractors,
and materialmen for all work and labor done at User's request. Should any lien, claim, or
encumbrance be asserted or filed, User shall bond against or discharge the same regardless of
validity, within ten (10) calendar days of User's receipt of notice of the filing of said lien, claim,
or encumbrance. In the event User fails to remove or bond against said lien or claim in the full
amount stated, the City without obligation to do so, may bond, settle, or otherwise remove such
lien or claim and User shall pay the City upon demand any amounts paid out by City to extinguish
such claim or lien, including City's costs, expenses, and reasonable attorneys' fees.
User further agrees to hold City harmless from and to indemnify the City against any and
all claims, demands and expenses of any contractor, subcontractor, material person, laborer or any
other third person with whom User has contracted or otherwise is found liable, in respect to the
Property. Nothing contained in this Agreement shall be deemed, construed or interpreted to imply
any consent or Agreement on the part of City to subject the City's interest or estate to any liability
under any mechanic's, laborers', equitable, or other lien asserted by any contractor, subcontractor,
material person or supplier against any part of the Property or any of the improvements thereon.
All contracts, subcontracts, purchase orders, or other Agreements involving the Property shall
provide for the waiver of any lien rights in the Property and provide that the contracting party
agrees to be bound by such provision and include the waiver provision in any sub -Agreement.
10. ADVERTISING: User shall not permit any signs, decoration, or advertising matter to
be placed either in the interior or upon the exterior of the Property without having first obtained
the approval of the Director of Real Estate and Asset Management ("Director") or his/her designee,
which approval may be withheld for any or no reason, at his/her sole discretion. If approved by
Director, all such approved advertisements and signs must comply with -County and City Sign
Regulations. User must further obtain approval from all governmental authorities having
jurisdiction and must comply with all applicable requirements set forth in the City of Miami Code
and Zoning Ordinance.
User shall, at its sole cost and expense, install, provide, maintain such sign, decoration,
advertising matter or other things as may be permitted hereunder in good condition and repair
at all times. Upon the cancellation of this Agreement, User shall, at its sole cost and expense,
remove any sign, decoration, advertising matter or other thing permitted hereunder from the
Property. If any part of the Property is in any way damaged by the removal of such items, said
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damage shall be repaired by User at its sole cost and expense. Should User fail to repair any
damage caused to the Property within ten (10) days after receipt of written notice from the City
directing the required repairs, the City shall cause the Property to be repaired at the sole cost and
expense of User. User shall pay the City the full cost of such repairs within five (5) days of receipt
of an invoice indicating the cost of such required repairs.
11. REPRESENTATIONS AND WARRANTIES OF USER:
a. Financially solvent. User warrants that it is financially solvent, is able to pay all
debts as they mature and is possessed of sufficient working capital to complete the
Use and perform all obligations under this Agreement.
b. Authorization. User has taken all action necessary for the approval and execution
of this Agreement and has been duly authorized to commit User to all terms and
conditions of this Agreement which shall constitute the valid and binding
obligations of User.
c. Compliance with laws. User hereby acknowledges that User's strict compliance
with all applicable federal, state and local laws, ordinances, public agency
permitting requirements and regulatory approvals, and other regulations is a
condition of this Agreement, and User shall comply therewith as the same presently
exist and as they may be amended hereafter.
12. AUDIT AND INSPECTION RIGHTS: The City may, at reasonable times, and for a
period of up to three (3) years following the expiration of the Term, audit, or cause to be audited,
those books and records of User which are related to this Agreement. User agrees to maintain all
such books and records at its principal place of business for a period of three (3) years after
expiration of the Term.
13. PUBLIC RECORDS: User understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to City contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public
to all documents subject to disclosure under applicable law. User's failure or refusal to comply
with the provisions of this section shall result in the immediate termination of this Agreement by
the City.
14. DISCRIMINATION: User shall not discriminate as to race, color, religion, sex,
national origin, age, sexual orientation, disability, or marital status in connection with its
occupancy and/or use of the Property and improvements thereon.
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15. COMPLIANCE WITH APPLICABLE LAWS AND RULES AND REGULATIONS:
User agrees to obtain all required licenses and permits and to abide by and comply with all
applicable federal, state, and local laws, rules, regulations, codes and ordinances in the use of the
Property and/or presentation of the Event in accordance with this Agreement. By execution of this
Agreement, User acknowledges that it has received and fully understands the "Rules and
Regulations for Use of City of Miami Municipal Facilities" which has been furnished to User prior
to the execution hereof. User hereby represents and warrants to the City that User shall abide by
each, and shall not permit the violation of any, rule and regulation set out therein. User, and any
of its employees, agents or performers, shall comply therewith as the same presently exist and as
they may be amended hereafter. This Agreement shall be construed and enforced according to the
laws of the State of Florida.
Further, the User, and any of its employees, agents or performers, hereby agrees to comply with
all regulations regarding travel to and from the United States as promulgated by the U.S.
Department of Treasury, Office of Foreign Assets Control ("OFAC") and the U.S. Department of
State.
Violation of any federal, state and local law shall subject the User to immediate cancellation of
this Agreement.
16. Attorney's Fees: In the event it becomes necessary for the City to institute legal
proceedings to enforce or interpret the indemnification provisions contained herein, User shall pay
the City's court costs and attorney's fees through all trial and appellate levels, including the court
costs and attorney's fees associated with enforcing the indemnification provisions.
User acknowledges that Florida law provides for mutuality of attorney's fees as a remedy
in contract cases and specifically and irrevocable waives its right to collect attorney's fees from
the City under applicable laws, including specifically, but not limited to Section 57.105, Florida
Statutes. It is the express intent of the Parties hereto that in no event will the City be required to
pay User's attorney's fees and court costs for any action arising out of this Agreement. In the event
that User's waiver under this Section is found to be invalid, then User agrees that the City's liability
for User's attorney's fees and court costs shall not exceed the sum of $100.00. In the event that
the waiver and limitations contained herein are found to be invalid, or are otherwise not upheld,
then the provisions of this Section shall become null and void and each parry shall be responsible
for its own attorney's fees and costs.
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Except in cases specified above, where the City must bring an action to enforce the
indemnification provisions contained herein, in which case the City shall be able to recover its
reasonable attorney's fees, each parry shall bear their own respective attorney's fees.
17. INDEMNIFICATION & HOLD HARMLESS: The User shall indemnify, hold
harmless and defend the City, its officers, employees, agents and servants from and against all
claims, damages or losses, including attorney's fees, incurred to the Property or to anyone on the
Property as a result of the actions or omissions taken by the User or in connection with User's use
of the property, any of its agents, employees, contractors, sub- contractors, consultants, or any
other third person performing on its behalf. User shall further, at its own cost and expense,
indemnify, hold harmless and defend the City, its officers, employees, agents and servants from
and against all claims, damages, causes of action or losses, including attorney's fees, which arise
from and in relation to this Agreement, including, without limitation, the granting of this
Agreement.
User hereby voluntarily and knowingly waives any and all claims against the City for
personal injury or property damage sustained by the User, its agents, employees, contractors, sub-
contractors or consultants arising out of or related to the activities undertaken by the User, its
agents, employees, contractors, sub -contractors, or consultants upon the Property or in connection
with the Work and releases the City for any claims in connection therewith. User acknowledges
that as lawful consideration for being granted the right to utilize and occupy the Property, User, on
behalf of itself, its agents, invitees and employees, does hereby release from any legal liability, the
City, its officers, agents and employees, from any and all claims for injury, death or property
damage resulting from User's use of the Property. This indemnification shall survive the
termination or expiration of this Agreement.
18. RISK OF LOSS: User understands and agrees that the City shall not be liable for any
loss, injury or damage to any personal property or equipment brought into the Property by User or
by anyone whomsoever, during the time that the Property is under the control of or occupied by
the User. All personal property placed or moved in the Property shall be at the risk of User or the
owner thereof. User further agrees that it shall be responsible to provide security whenever
personal property either owned or used by the User, its employees, agents or subcontractors is
placed in the Property, including any property or equipment necessary for set-up and dismantle,
whether or not the Property is open to the general public.
19. INSURANCE: Prior to User, its agents, employees, representatives, contractors,
sub -contractors, consultants or anyone else directly or indirectly employed by any of them entering
upon the Property for the purpose of performing the permitted uses as defined herein, the User
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shall obtain and maintain or cause to be obtained and maintained throughout the Term of this
Agreement, the types and amounts of insurance coverage set forth in Exhibit B, attached hereto
and made a part hereof, in such reasonable amounts as approved by the City's Risk Management
Director protecting the City, against all claims for personal injury, bodily injury, property damage,
and regulatory actions by governmental agencies arising out of or related to the activities
undertaken by the User upon the Property and naming the City as an additional insured. All policies
and/or certificates of insurance are subject to review and verification by the City's Risk
Management Department prior to insurance approval. The City's Risk Management Department
reserves the right to make reasonable changes in the types and amounts of insurance coverage as
necessary and shall revise Exhibit B accordingly.
The User shall be responsible for assuring that the insurance certificates required for the
Property remain in full force and effect for the duration of this Agreement, including any
extensions hereof. If insurance certificates are scheduled to expire during the Term of this
Agreement and any extension hereof, User shall be responsible for submitting new or renewed
insurance certificates to the City's Risk Management Administrator at a minimum of ten (10)
calendar days in advance of such expiration(s). In the event that expired certificates are not
replaced with new or renewed certificates which cover the Occupancy and Use Period:
(i) the City shall suspend this Agreement until such time as the new or renewed certificate(s)
are received in acceptable form by the City's Risk Management Director; or
(ii) the City may, at its sole discretion, terminate the Agreement for cause and seek appropriate
remedies in conjunction with the violation of the terms and conditions of this Agreement.
Compliance with the foregoing insurance requirements shall not relieve User of its
liabilities and obligations under this Agreement. User shall require as well its construction
contractors, subcontractors, and vendors for the Event that come onto the Property to furnish the
User and the City, evidence of the following insurance coverage, unless this requirement is waived
in writing by the City Manager. The User's failure to require third parties to procure insurance
shall in no way release the User from its obligations and responsibilities as provided. Failure to
require third parties to procure insurance required by this Section shall constitute a cause for
default of this Agreement.
If it can be determined that any loss or part thereof, shall be the fault of a third party (i.e. a
contractor or contractors, visitors to the building or any other person, persons or organizations)
except the City, then and in that event, the User may take all necessary actions to cause such third
party to pay such costs and the User shall be responsible for the restoration of any and all losses
incurred by the third party. In no event shall the City be liable for damage caused to the Property
by fire or other casualty. If no third party or parties are found liable, or if a third party is found
liable but is unable to pay damages, then the costs of such repairs shall be ascribed to the User.
20. SECURITY: User acknowledges that at all times during the Term of this Access
Agreement, it shall maintain security measures appropriate to reasonably protect the Property,
including the staffing of personnel as may also be reasonably necessary to safely operate the
Property for the purposes of the Event.
21. HAZARDOUS MATERIALS: The User shall, at its sole cost and expense, at all
times, and in all respects, comply with all federal, state and local laws, statutes, ordinances
and regulations, rules, rulings, policies, orders, administrative actions and administrative
orders ("Hazardous Materials Laws"), including, without limitation, any Hazardous Material
Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or
transportation of any flammable explosives, toxic substances or other hazardous,
contaminated or polluting materials, substances or wastes, including, without limitation, any
"Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances,
under any such laws, ordinances or regulations (collectively "Hazardous Materials"). The
User shall, at its sole cost and expense, procure, maintain in effect, and comply with all
conditions of any and all permits, Agreements and other governmental and regulatory
approvals relating to the presence of Hazardous Materials within, on, under or about the
Property required for the User's use, or storage of, any Hazardous Materials in or about the
Property in conformity with all applicable Hazardous Materials Laws and prudent industry
practices regarding management of such Hazardous Materials. Upon termination or expiration
of this Agreement, the User shall, at its sole cost and expense, cause all Hazardous Materials,
including their storage devices, placed in or about the Property by the User or at the User's
direction, to be removed from the Property and transported for use, storage or disposal in
accordance and compliance with all applicable Hazardous Materials Laws. The City
acknowledges that it is not the intent of this Article to prohibit the User from operating in the
Property for the uses described in this Agreement. The User may operate according to the
custom of the industry so long as the use or presence of Hazardous Materials is strictly and
properly monitored according to, and in compliance with, all applicable governmental
requirements. The requirements of this Section of the Agreement shall survive the expiration
or termination of this Agreement.
22. DEFAULT: In the event User is in default of any of the terms of this Agreement, the
City shall have all remedies available to it at law or in equity. If, at the sole and complete discretion
of the City Manager, User in any manner violates the restrictions and conditions of this Agreement,
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then, and in such event, after five (5) calendar days written notice given to User by the City
Manager within which to cease such violation or correct such deficiencies, and upon failure of
User to do so after such written notice within said five (5) day period, this Agreement shall be
automatically canceled without the need for further action by the City.
23. CITY'S TERMINATION RIGHTS:
(a) Termination for Convenience: The City shall have the right to terminate this
Agreement for convenience, in its sole discretion, upon a thirty (30) day prior written notice to
User. Additionally, the City shall have the right to cancel the presentation of the Event, at any
time if, in the exercise of its reasonable discretion, the City determines that the presentation of
such Event, at the scheduled time, is not in the best interest of the City due to circumstances beyond
the City's reasonable control.
(b) Termination for Cause: The City shall have the right to terminate this
Agreement, without notice or liability to User, upon the occurrence of an event of default.
(c) Other Termination Rights: The City shall have the right to terminate this
Agreement in the event that the Property is sold, is condemned, or in the event of its damage due
to fire, windstorm, catastrophe or other act of God, and the City decides, in its sole discretion, not
to repair or rebuild.
(d) Force Maieure: The City shall not be liable for any failure to perform its
obligations where such failure is caused by conditions beyond its control, including, but not limited
to, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster),
war, invasion, act of foreign enemies, events in foreign countries that affect the City and its
citizens, hostilities (whether war is declared or not), civil war, rebellion, pandemics, revolution,
insurrection, riots, street celebrations or protests, military or usurped power or confiscation,
terrorists activities, nationalization, government sanctions or restrictions, blockage, embargo, labor
dispute, strike, lockout or interruption, or the failure of services such as electricity or telephone.
24. SURRENDER OF PROPERTY: In event of cancellation, or at the expiration of this
Agreement, User shall peacefully surrender the Property in good condition and repair together with
all alterations, fixtures, installation, additions and improvements which may have been made in or
attached on or to the Property. Upon surrender, User shall promptly remove all its personal
property, trade fixtures and equipment and User shall repair any damage to the Property caused
thereby. Should User fail to repair any damage caused to the Property within ten (10) days after
receipt of written notice from City directing the required repairs, City shall cause the Property to
be repaired at the sole cost and expense of User. User shall pay to the City the full cost of such
repairs within five (5) calendar days of receipt of an invoice indicating the cost of such required
repairs. At the City's option, City may require User, at User's sole cost and expense, to restore the
Property to a condition acceptable to the City.
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In the event User fails to remove its personal property, equipment and fixtures from the
Property within the time limit set by the notice, said property shall be deemed abandoned and
thereupon shall become the sole personal property of the City. The City, at its sole discretion and
without liability, may remove and/or dispose of same as the City sees fit, all at User's sole cost and
expense.
25. ASSIGNMENT: This Agreement may not be assigned by User, in whole or in part,
without the prior written consent of the City's, which may be withheld, or conditioned, in the
City's sole discretion.
26. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other Party at the address indicated herein or to such other
address as a Party may designate by giving notice in the manner herein provided. Notice shall be
deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being
posted or the date of actual receipt, whichever is earlier.
TO USER: TO THE CITY:
MML Touring, LLC
27. MISCELLANEOUS PROVISIONS:
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Art Noriega
City Manager
444 SW 2nd Avenue, 10th
Floor
Miami, FL 33130
WITH COPY TO:
Victoria Mendez
City Attorney
444 SW 2nd Avenue, Ste. 945
Miami, FL 33130
(a) User shall provide to the Director twenty (20) promotional tickets for each paid
event, for the purpose of promoting the Property.
(b) This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue for the resolution of any disputes, including litigation, shall be in Miami -Dade
County, Florida.
(c) Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
(d) 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.
(e) Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
(f) This Agreement constitutes the sole and entire agreement between the Parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
property authorized representatives of the parties hereto.
(g) User is aware of the conflict -of -interest laws of the City of Miami (Code of the City
of Miami, Florida, as amended, Chapter 2, Article V) and agrees that it will fully comply in all
respects with the terms of said laws.
28. JOINT EFFECT OF AGREEMENT: Nothing contained in this Agreement shall
constitute or be construed to create a partnership or joint venture between the City and the User,
or to make the City jointly liable with User for any obligation arising out of the activities and
services contemplated by this Agreement. User's relationship with the City in the performance
of this Agreement is that of an independent contractor. All persons performing services which are
to be performed by User under this Agreement shall at all times be under User's exclusive direction
and control and shall be employees or agents of User and not employees or representatives of the
City.
29. WAIVER OF JURY TRIAL: The parties hereby knowingly, irrevocably,
voluntarily and intentionally waive any right either may have to a trial by jury in respect of any
action, proceeding or counterclaim based on this Agreement, or arising out of, under or in
connection with this Agreement or any amendment or modification of this Agreement, or any other
Agreement executed by and between the parties in connection with this Agreement, or any course
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of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto.
This waiver of jury trial provision is a material inducement for the City and User entering into the
subject transaction.
29. ENTIRE AGREEMENT: This instrument, together with its attachments and all other
instruments incorporated herein by reference constitute the sole and only agreement of the Parties
hereto relating to the use of the Facilities. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
30. 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
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.
31. INSPECTIONS: The User will allow City inspectors, agents or representatives the
ability to monitor its compliance with safety precautions as required by federal, state or local
laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or
representatives are not assuming any liability by virtue of these laws, rules, regulations, and
ordinances. The User shall have no recourse against the City, its agents, or representatives from
the occurrence, non-occurrence, or result of such inspection(s).
32. AMERICANS WITH DISABILITIES ACT: User shall affirmatively comply with
all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of
providing any work, labor or services funded by the City including Titles I and II of the ADA
regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines
and standards. Additionally, User shall take affirmative steps to ensure nondiscrimination in
employment of disabled persons.
33. COVID-19 PROTOCOLS: User hereby acknowledges and confirms its commitment to
holding the Event in a safe and hygienic manner and User shall take reasonable measures to
protect its staff, agents, invitees and others from the spread of COVID-19 and other infections
and diseases. User shall implement its own safety protocols and utilize measures during the
entire Term for the safe and hygienic preparation, operation, and dismantling of the Event.
Additionally, User has executed the attached Release included as Exhibit "M in furtherance of
User's commitment to combat the spread of COVID-19. Notwithstanding any language
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contained in this Agreement to the contrary, the City expressly retains all rights and benefits of
sovereign immunity in accordance with Section 768.28, Florida Statutes (2022). Nothing in this
Agreement shall be deemed as a waiver of sovereign immunity or as increasing the City's
liability beyond any statutory limitation of liability.
34. AUTHORITY TO EXECUTE: The below signatory represents and warrants that it
has full authority to enter into, deliver, and perform under this Agreement, and that all acts and
actions have been taken to grant such authority, and that no third -party consent, which has not
already been obtained, is required. User further represents and warrants that the below signatory
is authorized to execute this Agreement on its behalf.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
written.
"USER"
MML Touring,
a Foreign Limited Liability Corporation
By:
Print Name:
Title:
Date:
ATTEST: AN
By: By:
TODD B. HANNON
City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
14
CITY OF MIAMI, a municipal corporation
Of the State of Florida
ART NORIEGA, V
City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
VICTORIA MENDEZ
City Attorney
15
ANN-MARIE SHARPE, Director
Division of Risk Management
EXHIBIT A
A portion of 3501 Rickenbacker Causeway Miami, FL 33149 (a/k/a Marine Stadium Marina), not
to exceed acres, as more particularly shown below:
16
"EXHIBIT B"
INSURANCE REQUIREMENTS- SPECIAL EVENTS INSURANCE
Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami included as an additional insured (Endorsement is required)
Primary Insurance Clause
Contingent and Contractual liability
Premises and Operations Liability
II. Business Automobile Liability (If Applicable)
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 $ 300,000
B. Endorsements Required
City of Miami included as an Additional Insured
III. Worker's Compensation (IF APPLICABLE)
Limits of Liability
Statutory -State of Florida
Employer's Liability
C. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Host liquor/Liquor Liability (IF APPLICABLE)
17
D. Limits of Liability
Each occurrence
Aggregate
$1,000,000
$1,000,000
The Department of Risk Management reserves the right to solicit additional coverage or
higher limits of liability 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 with 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.
IN
Exhibit "C"
RELEASE OF LIABILITY RELATING TO CORONAVIRUS
I am aware of the novel coronavirus, ("COVID-19"), which has been declared a worldwide pandemic by
the World Health Organization. COVID-19 is extremely contagious and is believed to spread mainly
from person -to -person contact. As a result, federal, state, and local governments and federal and state
health agencies recommend physical distancing and have, in many locations, prohibited the congregation
of groups and people.
The City of Miami encourages preventative measures to reduce the spread of COVID-19. The City cannot
guarantee that you, your business, your employees, client, contractors, guests, invitees, or any other person
that may utilize the Property, will not become infected with COVID-19. Further, attending or hosting any
event in the Property could increase my risk and/or any attendees of my Event and/or employed by myself
or the company, of contracting COVID-19.
I acknowledge that the circumstances regarding COVID-19 are changing from day to day and much
information regarding COVID-19 is still unknown. I fully understand and appreciate both the known and
unknown potential dangers of utilizing the City's Property. I acknowledge that my use of any City facilities
and services despite the City's reasonable efforts to mitigate such dangers, may result in exposure to
COVID-19, which could result in quarantine requirements, serious illness, disability, and/or death. By
signing this release, I acknowledge the contagious nature of COVID-19 and voluntarily release the City
from any liability if I or any invitee, employee, attendee of the Event if exposed to, or infected by, COVID-
19 by utilizing any City facilities or services.
I hereby RELEASE, WAIVE, DISCHARGE, INDEMNIFY, HOLD HARMLESS AND PROMISE
NOT TO SUE the City, any of its employees, agents, representatives, volunteers, or contractors from and
against any and all liability to myself, my employees, my clients, my invitees, and any personal
representatives, assigns, heirs, and next of kin and any claim or demands on account of any property damage
or injury, illness, death of, myself, my child, any personal representatives, assigns, heirs, and next of kin as
a result of exposure to or infection with COVID-19, whether caused by negligence of the City or otherwise.
I VOLUNTARILY ACCEPT SOLE RESPONSIBILITY FOR ANY INJURY TO MYSELF,
EMPLOYEES, OR ATTENDEES, including, but not limited to, personal injury, disability, death, illness,
damage, loss, claim, liability, or expense of any kind, which may be experienced or incurred in connection
with my Event. On my behalf, or MML Touring LLC and on behalf of my employees, I understand and
agree that this release includes any claims based on the actions, omissions, or negligence of the City, its
employees, agents and representatives, whether a COVID-19 infection occurs before, during, or after
participation in any City program or Property.
19
Print Name & Title:
Date:
20
y
k"Ar I
MIKE
NAVE
NORTH AMERICA TOUR
PRELIMINARY SET UP & PERFORMANCE SCHEDULE — MIAMI, FL
Preliminary Set Up & Tech Rehearsal Schedule. (2022)
15 Aug Start Production Load In
28 Sept - Aerial Rehearsals in Venue
29 Sept - Spacing in Venue
1 Oct - 1st Tech Rehearsal
13 Oct - First Preview Performance
20 Oct - Press Opening
Preliminary Performance Week Schedule
10-Show Week
Performances run approximately 95 minutes each
Monday— Dark
Tuesday — Dark
Wednesday:
5:00pm — 7:00pm: Pre -Show Prep
7:00pm: Lobby Bar & House Open (Lobby Bar may open earlier)
7:30pm: Performance
9:05pm: Performance End
9:30pm: Audience clear of Venue (Lobby Bar could go later)
10:30pm: Site Lock Up
Thursday, Friday:
5:00pm — 7:00pm: Pre -Show Prep
7:00pm: Lobby Bar & House Open (Lobby Bar may open earlier)
7:30pm: 1st Performance
9:10pm: Reset for next Perf.
9:30pm: House Open 2nd Perf.
10:00pm: 2nd Performance
11:35pm: 2nd Performance End
12:00am: Audience clear of Venue (Lobby Bar could go later)
12:45am: Site Lock Up
Saturday
2:00pm — 4:00pm: Pre -Show Prep
4:00pm: Lobby Bar & House Open (Lobby Bar may open earlier)
4:30pm: 1st Performance
6:10pm: Reset for next Perf
7:00pm: House Open 2nd Perf.
7:30pm: 2nd Performance
9:10pm: Reset for next Perf.
9:30pm: House Open 3rd Perf.
10:00pm: 3rd Performance
11:35pm: 3rd Performance End
12:00am: Audience clear of Venue (Lobby Bar could go later)
12:45am: Site Lock Up
Prepared By: Don Gilmore Page 1 of 2 Magic Mike Live Tour — NORTH AMERICA
don (a)mmlworldwide.com Schedule - Miami
+1 (917) 783-4844
Preliminary Performance Week Schedule
(Cont.)
Sunday:
2:30pm-4:00pm: Pre -Show Prep
4:00pm: Lobby Bar & House Open (Lobby Bar may open earlier)
4:30pm: 15t Performance
6:10pm: Reset for next Perf
7:00pm: House Open 2nd Perf.
7:30pm: 2nd Performance
9:05pm: 2nd Performance End
9:30pm: Audience clear of Venue (Lobby Bar could go later)
10:00pm: Site Lock Up
Preliminary Load Out Schedule
9 April - Last Show
10 April - Load out Begins
16 April - Load out completed
21 April - Final Clean up of site
END OF DOCUMENT
Prepared By: Don Gilmore Page 2 of 2 Magic Mike Live Tour — NORTH AMERICA
don (a)mmlworldwide.com Schedule - Miami
+1 (917) 783-4844
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