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Exhibit A
DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO ACCESS 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 company 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 real property located at 3501 Rickenbacker Causeway, Miami, Florida 33149 ("Property"). B. User has requested, and the City is willing to permit User the use of approximately three and one half (3.5) acres of the Property, as more particularly shown on the attached Exhibit A ("Use Area"), during the Use Period subject to the terms and conditions set forth herein for the fee specified herein. C. The City Commission has authorized the execution of this Agreement pursuant to Resolution No. R-22-0237 adopted June 23, 2022, attached and incorporated herein as Exhibit B. 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 to 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"), and in no event shall the term of this Agreement extend beyond December 31, 2023, unless otherwise agreed upon by mutual written agreement of the Parties. 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 ("Permitted Use"): (a) Use Area Changes: User acknowledges and accepts that the City will be using the remaining portions of the Property other than the Use Area for other events, for construction and repair of the Property and adjacent facilities, and otherwise for public use and shall cooperate with the City in such regard. Accordingly, upon City request, User shall agree to revise the Use Area in any manner that reasonably allows such alternative use of the Property provided that (i) such alternative use does not materially disrupt User's business, and (ii) the total space available to User shall never be less than three and one half (3.5) contiguous acres. (b) Other Uses: Should User wish to use the Use Area at any other time 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. DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO (0 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 Use Area in the manner specified herein for the term commencing on August 29, 2022, until April 21, 2023, for a total of two hundred thirty-seven (237) days, broken down as follows: (a) Set up: August 29, 2022 until October 12, 2022 (b) Event Dates: October 13, 2022 until April 9, 2023 (Wednesdays thru Sundays or as otherwise agreed by the Parties) (c) Break down: April 10, 2023 until April 21, 2023. 4. ACCESS/USE FEE: User agrees to pay the City the following use fee for the use of the Use Area ("Use Fee"): Load -In Fee: Twenty -Five Thousand Dollars ($25,000) payable upon full execution of this Agreement; plus Event Fee: Three Hundred Twenty -Five Thousand Dollars ($325,000) payable as a weekly fee of Twelve Thousand Five Hundred Dollars ($12,500) on the Thursday following each event week or as otherwise agreed by the Parties; plus Revenue Share: Fifty percent (50%) of Net Profit (including parking revenues) in excess of Three Million Seven Hundred and Fifty Thousand Dollars ($3,750,000). "Net Profit" shall mean all revenue received by User in connection with the Event less the following expenses: production, salaries, advertising/promotion, royalties, taxes, site expenses, ticketing and promoter expenses, and other administrative and general expenses. Based on User's production experience and estimated fixed costs, and assuming strong overall sales and revenue throughout the Term, User estimates 50% of net profits will result in a Revenue Share payment of approximately Six Hundred Forty One Thousand Three Hundred and Four Dollars ($641,304) to the City. For the avoidance of doubt, User makes no guarantee with respect to Net Profit and in no event shall User be obligated to pay to the City a Revenue Share other than that actually generated, realized and collected by User in connection with the Event. The Parties acknowledge that the Use Fee is separate from, and in addition to, the Ticket Surcharge fee imposed by Section 53-1 of the Code of the City of Miami, as amended ("City Code"), 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. Ticket Surcharge fees shall be payable within thirty (30) days of the end of the last day of the Event. The City has 2 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO procured an appraisal for the proposed Use Area for the Use Period and has determined that the Use Fee satisfies the condition for fair market value. 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 the City. No payments shall be accepted in the form of cash. Failure to pay any portion of the Use Fee within thirty (30) days from the date indicated in this Section 4 above may result in the immediate termination of this Agreement, in the City's sole discretion, 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 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 Use Area, User, at its sole cost, shall maintain the Use Area 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. 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 Use Period permitted herein and shall not include deterioration that results from User or User's agents or invitee'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 Users use or occupancy thereof. In the event User places permanent lighting or fixtures upon the Property or otherwise improves the Property, the City shall have the option, at its sole discretion, to retain such improvements after the termination of the Event. 6. EXISTING AGREEMENTS: User shall comply with all existing agreements and encumbrances on the site, including without limitation, compliance with the existing Concession Agreement between the City and Eventstar Structures Corp. ("Eventstar") dated July 7, 2015 a copy of which has been provided to User prior to execution of this Agreement. User shall obtain written confirmation from Eventstar to the City acknowledging either that the proposed tent structures in relation to the Event are in compliance with the Concession Agreement or that Eventstar waives any rights in relation to such concession privileges. 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. DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO User shall pay any and all impositions, levies, charges, fees, or assessments imposed upon the Property solely 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 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 promptly 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 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 4 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36B0 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 Users 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, upon prior written notice to User, at reasonable times agreed upon by User, 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. The cost of such audit shall be borne by the City unless the audit reveals an underpayment greater than five percent (5%) of the amount owed, in which case the cost of the audit shall be borne by User and paid to City. 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. User shall comply with the Public Records Laws, including by not limited to, (1) keeping and maintaining all public records that ordinarily and necessarily would be required by the City in order to perform the service; (2) providing the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (4) meeting all requirements for retaining public records and transferring, at no cost, to the City all public records in possession of the User upon termination of the Agreement and destroying any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements upon such transfer. In addition, all records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City, otherwise the records may be provided in hard copy format. Failure to meet any of these provisions or to comply with Florida's Public Records Laws as applicable shall be a material breach of this Agreement and shall be enforced in accordance with the terms and conditions of the Agreement. 5 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO IF USER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ANY DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. 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. 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, except that no inadvertent or unintentional violation shall be grounds for automatic termination provided User cures such failure or noncompliance within fifteen (15) days' written notice. 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. If any party institutes any legal suit, action, or proceeding against the other party to enforce this Agreement (or obtain any other remedy regarding any breach of this Agreement), including, but not limited to, contract, equity, tort, fraud, and statutory claims, each party shall be responsible for its own attorney's fees and costs. 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 and costs, incurred to the Property or to anyone on the Property as a result of activities undertaken by User its agents, employees, contractors, sub- contractors or consultants. User shall further, at its own cost and expense, indemnify, hold harmless and defend the City, its officers, employees, agents and servants from and 6 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO against all claims, damages, causes of action or losses, including attorney's fees and costs, 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 Users 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 or by User's equipment or other personal property. 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 within the Use Area, (including parking areas during Event performances), 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 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 C, 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 C 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 7 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO (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 during the Term of this Access Agreement, it shall maintain security measures appropriate to reasonably protect the Use Area, including the staffing of personnel as may also be reasonably necessary to safely operate the Use Area 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 Users 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 Users 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. DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO 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, in the reasonable discretion of the City Manager, User materially violates the restrictions and conditions of this Agreement, then, and in such event, City Manager shall give User written notice of such default and User shall cease such violation or correct such deficiencies within fifteen (15) calendar days of receipt of such written notice or be deemed in default, in which case this Agreement may be 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 one hundred and twenty (120) 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 the Event at the scheduled time is not in the best interest of the City due to circumstances beyond the reasonable control of the City and/or User. (b) Termination for Cause: The City shall have the right to terminate this Agreement upon the occurrence of an event of default in accordance with Section 22 herein. (c) Other Termination Rights: The City shall have the right to terminate this Agreement in the event that the Property 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. Unless otherwise agreed by the Parties in writing, 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. 9 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO 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: MML Touring, LLC c/o Foundation Theatrical 630 Ninth Avenue, Suite 610 New York, NY 10036 Attn: Erich Jungwirth WITH COPY TO: Matthew C. Lefferts Franklin, Weinrib, Rudell + Vassalo LLP 488 Madison Avenue, 8th floor New York, NY 10022 mleffertsnfwrv.com TO THE CITY: Art Noriej!a City Manager 444 SW 2°d Avenue, loth Floor Miami, FL 33130 WITH COPY TO: Victoria Mendez City Attorney 444 SW 2°d Avenue, Ste. 945 Miami, FL 33130 27. MISCELLANEOUS PROVISIONS: (a) User shall provide to the Director five (5) 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 10 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO 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 properly 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 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 in such a manner as to minimize interference with Users use of the Property. 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). 11 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO 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 1I 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 "D" in furtherance of User's commitment to combat the spread of COVID-19. Notwithstanding any language 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. Signatures On Following Page 12 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO 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 LLC, a Delaware Limited Liability Company �By: �7 Print Name: Erich Jungwirth Title: General Manager Date: 08/26/2022 DocuSigned by: ATTEST: Frah �IfDfocuSigned by: n� By: 1R1F9471 A31D411 By TODD B. HANNON City Clerk V&Q.) Q:AS TO FORM: �EF90AF6Ft��7... VICTORIA MENDEZ City Attorney 13 CITY OF MIAMI, a municipal corporation Of the State of Florida DoLcuSligned by: A!`� 1�0(1Pha @eF@E372BVE-4 ART NORIEGA, V City Manager APPROVED AS TO INSURANCE RFpQUJ,R F.N IENTS: E27395C631-9214U ANN-MARIE SHARPE, Director Division of Risk Management DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO EXHIBIT A USE AREA A portion of 3501 Rickenbacker Causeway Miami, FL 33149 (a/k/a Marine Stadium Marina), not to exceed 3.5 acres, as more particularly shown below: � . f If ..... Off -0 41 = LING RESTORATION ONSTRUCTION ZONE 17 SCREENING FENCE (235 LR) F DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO "EXHIBIT B" RESOLUTION +s r'RL q2 City of Miami .i�iii lieu + Legislation Resolution Enactment Number: R-22-0237 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 12176 Final Action Date:6I2W2022 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN ACCESS AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI ("CITY") AND MML TOURING, LLC, A FOREIGN LIMITED LIABILITY COMPANY, AUTHORIZED TO CONDUCT BUSINESS IN THE STATE OF FLORIDA ("USER"), WHEREBY THE CITY GRANTS USER TEMPORARY ACCESS RIGHTS TO USE A PORTION OF THE CITY -OWNED MARINE STADIUM PARKING LOT LOCATED AT 3501 RICKENBACKER CAUSEWAY, MIAMI, FLORIDA, 33149, FOLIO NUMBER 01-4217-000-0110 ("PROPERTY"), FOR THE PURPOSE OF THE MAGIC MIKE LIVE NORTH AMERICAN TOUR EVENT ("EVENT') IN ACCORDANCE WITH REQUIREMENTS SET FORTH IN SECTION 53-53 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, WITH ADDITIONAL TERMS AND CONDITIONS AS SET FORTH IN THE AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. WHEREAS, the City of Miami ("City") is the owner of real property located at 3501 Rickenbacker Causeway, Miami, Florida, 33149 ("Property"); and WHERAS, MML TOURING, LLC, a foreign limited liability company, authorized to conduct business in the State of Florida ("User") has requested to use a portion of the Property, constituting approximately four (4) acres of the Marine Stadium parking lot ("Premises"); and WHEREAS, the User hosts the Magic Mike Live North American Tour event ("Event"); and WHEREAS, the User wishes to use the Premises for the production of the Event from August 15, 2022 to April 21, 2023, inclusive of setup and dismantle times ("Purpose"); and WHEREAS, the City and User desire and intend to enter into an Acoess Agreement ("Agreement") for the use of the Premises within the Property for the intended Purpose; and WHEREAS, User will pay the City a use fee equal to or greaterthan fair market value, in accordance with requirements set forth in Section 53-53 of the Code of the City of Miami, Florida, as amended ("City Code") for the use of the Premises for said Purpose; and WHEREAS, the City grants to User temporary access rights to use the Premises for said Purpose; and WHEREAS, the City Manager is authorized to negotiate and execute the Agreement and any amendments thereto for the Purpose stated herein, in a form acceptable to the City Attorney; and DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO WHEREAS, in accordance with Section 2-33(f) of the City Code, the City Commission, by a majority vote, hereby deems this Resolution to be of an emergency nature; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA- Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is hereby authorized' to negotiate and execute the Agreement, in a form acceptable to the City Attorney, between the City and User, whereby the City grants to User temporary access rights to use the Premises within the Property forthe Purpose stated herein for the Event in accordance with requirements set forth in Section 53-53 of the City Code with additional terms and conditions as set forth in the Agreement. Section 3. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: �� 1 ria dee7, fi y ttor ey 717/2022 Pursuant to the resolution, this item became effective immediately upon adoption by the Commission. 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO "EXHIBIT C" 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 listed as an additional insured (Endorsement is required) Primary Insurance Clause Contingent and Contractual liability Premises and Operations Liability Non Owned Autos IL 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 listed as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Liquor Liability A. Limits of Liability Each Common Cause $1,000,000 Aggregate $2,000,000 City of Miami listed as an additional insured with respect to liquor liability The Department of Risk Management reserves the right to solicit additional coverage or higher limits of liability as may be applicable. DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36B0 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. 110 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO "EXHIBIT D" 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. Print Name & Title: Erich Jungwirth as General Manager Date: 08/26/2022 19 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO ACOR" CERTIFICATE OF LIABILITY INSURANCEFO8/18/2022 DATE (MM/DDNYYY) 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 CONTACT Will Maddux NAME: East Main Street Insurance Services, Inc. a/�Nry Ext : (530) 477-6521 FAX No E-MAIL er.comlth th f ino eevene ADDRESS: info@theeventhelper.com Will Maddux INSURER(S) AFFORDING COVERAGE NAIC # PO Box 1298 INSURER A: Lloyds Syndicate 2623 AA-1128622 Grass Valley CA 95945 INSURED INSURERB: Lloyds Syndicate 623 AA-1126622 INSURERC: MML Touring, LLC INSURER D : Erich Jungwirth INSURER E : 630 9th Ave, Suite 610 INSURER F : New York NY 10036 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 POLICYNUMBER POLICY EFF MWDD/YYYY POLICY EXP MM/DDNYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 1:1 X CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (other than fire) $ 100,000 MED EXP (Any one person) $ 10,000 Host Liquor Liability Retail Liquor Liability PERSONAL & ADV INJURY $ 2,000,000 A Y Y EH-771322-L2245606 08/12/2022 10/01/2022 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 4,000,000 9:19AM 12:01 AM %< POLICY ❑ PRO- JECT LOC ❑ PRODUCTS - COMP/OPAGG $ 2,000,000 Deductible $ 1,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y EH-771322-L2245606 08/12/2022 10/01/2022 BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDE D? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Certificate holder listed below is named as additional insured per attached CG 20 26 07 04. Attendance: 1800, Event Type: Play - Theater. Primary/Non-Contributory wording applies per attached CG 20 01 04 13. Waiver of transfer of rights of recovery against others to us reference attached EH2100 06/18 City of Miami is added as additional insured with respects to claims arising out of the operations of the named insured. 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. City of Miami 444 SW 2 Avenue AUTHORIZED REPRESENTATIVE fff r Miami FL 33130 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: F29DBDA6-C895-481F-8FAC-0525CA1C36BO Policy Number: EH-771322-L2245606 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 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 PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization(s) City of Miami 444 SW 2 Avenue Miami, FL 33130 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 1 Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 13 DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO EH-771322-L2245606 CG 20 01 (Ed. 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 avail- able 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. Copyright, ISO Properties, Inc., 2012 CG 20 01 (Ed. 04/13) DocuSign Envelope ID: F29DBDA6-C895-481 F-8FAC-0525CA1 C36BO EH2100 06/18 Policy Number: EH-771322-1-2245606 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule Name of Person or Organization: City of Miami 444 SW 2 Avenue Miami, FL 33130 IInformation required to complete this Schedule, if not shown above, will be shown in the Declarations. I We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. EH2100 06/18 (Page 1 of 1)