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HomeMy WebLinkAbout25931AGREEMENT INFORMATION AGREEMENT NUMBER 25931 NAME/TYPE OF AGREEMENT MASCOT SPORTS INC. DESCRIPTION FUNDING AGREEMENT/DIPLOS' RUN CLUB 5K PROGRAM/FILE ID: 18503/R-25-0524/MATTER ID: 25-3449K EFFECTIVE DATE January 9, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/23/2026 DATE RECEIVED FROM ISSUING DEPT. 1/23/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Office of Management and Budget DEPT. CONTACT PERSON: Gabriel Brito EXT. 305-416-1203 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Mascot Sports, Inc. IS THIS AGREEMENT TO BE EXPEDITED/RUSH TOTAL CONTRACT AMOUNT: $250,000.00 TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ® GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT Z YES NO FUNDING INVOLVED? ZYES NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY): MAYOR'S DISCRETIONARY GRANT TO MASCOT SPORTS, INC. PURPOSE OF ITEM (DETAILED SUMMARY): Approval of the Mayor's Discretionary Grant to Mascot Sports, Inc (a Delaware For Profit Corporation) in an amount not to exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) to support Diplo's Run Club 5k to be held at Maurice A. Ferre Park (1075 Biscayne Blvd.) on January 17th, 2026. The funding provided will support the relocation costs for the event originally planned to be hosted at Bayfront Park. COMMISSION APPROVAL DATE: 12/11/2025 FILE ID: 18503 ENACTMENT NO: R-25-0524 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR January 14, 2026 1 09:04:19 EST PRINT: MARIE "MAGGIE" SIGNATURE: PRINT: DAVID RUIZ SIGNATURE: GOUIN Signed by: C---7)//44- SUBMITTED TO RISK MANAGEMENTDocuSigned January 15, 2026 1 06:41:43 EST 5Fs€845... by: Fr t/Lk ;tl4ktJ7 SUBMITTED TO CITY ATTORNEY January 15, 2026 11Ja:nuary EST m 2026 115:15:36 EST PRINT: GEORGE K.177i367d... SIGNATURE: ,—DocuSigned by:11 t-bV'�t. - 0t1Sbl&. ((( '-8 K-9F6gg-248.B... APPROVAL BY ASSISTANT CITY MANAGER January 15, 2026 115:58:28 EST PRINT: ERICA T. PASCHAL SIGNATURE: PRINT: NATASHA COLtBiilli SIGNATURE: DARLING, CPA, CFO DocuSigned by: vicco PaaciPali -bWILLIAMS DocuSigned by: Ne144 C.atc(ria4-W;,Uzi. APPROVAL BY DEPUTY CITY MANAGER January 15, 2026 116:17:36 EST RECEIVED BY CITY MANAGER January 23, 2026 1 08:22:24 EST PRINT: JAMES REP SIGNATURE: S 84B700975DEA41E... "—Signed by: \—Aaar756F266A47S... SUBMITTED TO THE CITY CLERK January 23, 2026 113:12:16 EST PRINT: TODD B. HANNON SIGNATURE: DocuSigned by: F4fi 1SBO1f F1459 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City ofMiami Funding Agreement CITY OF MIAMI FUNDING AGREEMENT This AGREEMENT ("Agreement") is entered into this 9th day ofJanuary, 20 26 by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, located at 444 SW 2nd Avenue, Miami, FL 33130 ("CITY"), and MASCOT SPORTS INC., a Foreign Profit Corporation, authorized to conduct business in the state of Florida, with principal address at 2261 MARKET STREET, SUITE 5706, SAN FRANCISCO, CA 94549 ("RECIPIENT"). The CITY and the RECIPIENT may each be referred to as a "Party" and may collectively be referred to as the "Parties." WHEREAS, the RECIPIENT submitted a Request for Funding to the City; and WHEREAS, the CITY adopted Resolution No. R-25-0524 on December 11, 2025, wherein the CITY approved providing funds to the RECIPIENT in the not to exceed amount of TWO HUNDRED FIFTY THOUSAND AND 00/100 dollars ($250,000.00) ("Funds"), attached and incorporated as Exhibit "A", as applicable; and WHEREAS, the Funds will be used to support Diplo's Run Club 5K to be held in Miami on January 17, 2026 ("Program"); and WHEREAS, the CITY agrees to enter into this Agreement with the RECIPIENT to set forth the terms and conditions relating to the use of the Funds by the RECIPIENT. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall commence onJanuary 9t11203926and shall continue until January 18th, 2026 3. GRANT OF FUNDS: Subject to the terms and conditions set forth herein and RECEIPIENT' S compliance with all of its obligations hereunder, the CITY hereby agrees to make available to the RECIPIENT the Funds to be used for the purpose(s), program(s), initiative(s), and activity(ies) (as defined in Composite Exhibit "B"), and as disbursed in the manner hereinafter provided. City of Miami Funding Agreement 4. USE OF FUNDS: The Funds shall be used by the RECIPIENT as described in the Scope of Work, attached and incorporated herein as Composite Exhibit "B" and the Budget, attached and incorporated herein as Exhibit "C" submitted by the RECIPIENT to the CITY. DISBURSEMENT OF FUNDS: A. The CITY shall provide Funds to the RECIPIENT in the not to exceed amount of TWO HUNDRED FIFTY THOUSAND AND 00/100 dollars ($250,000.00). B. Payment shall be made in accordance with the schedule as set forth in Composite Exhibit "D". C. The RECIPIENT shall provide the CITY with a City of Miami Request for Payment Form attached and incorporated as Composite Exhibit "D" prior to any disbursement of funds by the CITY. Prior to any disbursement of funds by the CITY the RECIPIENT will need to provide a valid and executed W9 form and completed City of Miami Supplier Direct Deposit (ACH) Authorization Form, as applicable. D. The RECIPIENT shall provide the CITY a Close -Out Report, in similar format as Exhibit "F", at the end of the program, summarizing the services, programs and/or activities described in the Scope of Work as Composite Exhibit "B" and included in the Budget as Exhibit «C» 5. COMPLIANCE WITH POLICIES AND PROCEDURES: RECIPIENT understands that the use of the Funds is subject to specific reporting, record keeping, administrative and contracting guidelines, audit, and other requirements affecting the activities being funded by the Funds for the Scope of Work. RECIPIENT covenants and agrees to comply with such requirements and represents and warrants to the CITY that the Funds shall be used in accordance with all of the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting the foregoing, RECIPIENT represents and warrants that it will comply with, and the Funds will be used in accordance with, all applicable federal, state, and local codes, laws, rules and regulations. 6. RECORDS. INSPECTIONS. REPORTS/AUDITS AND EVALUATION: To the extent required by law, the Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the Code of the City of Miami, Florida, as amended ("City Code"), are deemed as being incorporated by reference herein and additionally apply to this Agreement. The CITY shall have the right to conduct audits of RECIPIENT' S records pertaining to the Funds and at reasonable City of Miami Funding Agreement times, and for a period of up to three (3) years following the termination ofthis Agreement, audit, or cause to be audited, those books and records of the RECIPIENT which are related to RECIPIENT' S performance under this Agreement. RECIPIENT agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. The CITY may also, and the RECIPIENT shall permit, the CITY and other persons duly authorized by the CITY to inspect all Agreement records, facilities, goods, and activities of the RECIPIENT which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the RECIPIENT as requested by the CITY. At the request of the CITY, the RECIPIENT shall transmit to the CITY written statements of the RECIPIENT's official policies on specified issues relating to the RECIPIENT's activities. RECIPIENT understands, acknowledges, and agrees that: a) The CITY must meet certain record keeping and reporting requirements regarding the Funds and that in order to enable the CITY to comply with its record keeping and reporting requirements, RECIPIENT shall maintain all records as required by the CITY; and b) At the CITY's request, and no later than thirty (30) days thereafter, RECIPIENT shall deliver to the CITY such reports and written statements relating to the use of the Funds as the CITY may require from time to time; and c) All costs and expenses of the activities described in Exhibit "C" shall be at actual cost with no markups; and d) RECIPIENT' S failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CITY of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CITY and the immediate reimbursement to the CITY of any and all funds or amounts disbursed pursuant to this Agreement. RECIPIENT represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Scope of Work; (ii) it is not delinquent in the payment of any sums due to the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City; and (iii) all personnel assigned to perform the Scope of Work are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each. Any inconsistent, incomplete, or inadequate City of Miami Funding Agreement information, either received by the CITY or obtained by the CITY, shall constitute cause for the CITY to terminate this Agreement. 7. AWARD OF AGREEMENT: RECIPIENT represents and warrants to the CITY that it has not employed or retained any person or company employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS: RECIPIENT understands that agreements between private entities and local governments are subject to certain laws, codes, rules and regulations, including, without limitation, laws pertaining to public records, conflict of interest, record keeping, etc. The Parties agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 9. INDEMNIFICATION: RECIPIENT shall indemnify, defend and hold harmless the CITY and its officials, employees (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of RECIPIENT or its employees or subcontractors (collectively referred to as "RECIPIENT") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of any of them, or (ii) the failure of the RECIPIENT to comply materially with any of the requirements herein, or the failure of the RECIPIENT to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement even if it is alleged that the CITY, its officials and/or employees were negligent. RECIPIENT expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of RECIPIENT, or any of its subcontractors, as provided above, for which the RECIPIENT's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. RECIPIENT further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, City of Miami Funding Agreement related directly to RECIPIENT's negligent performance under this Agreement, compliance with which is left by this Agreement to RECIPIENT, and (ii) any and all claims, and/or suits for labor and materials furnished by RECIPIENT or utilized in the performance of this Agreement or otherwise. This provision shall survive the termination or expiration of this Agreement, as applicable. RECIPIENT understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by the RECIPIENT throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 10. REVERSION OF ASSETS: Upon the expiration, termination, or cancellation of this Agreement, any unspent Grant funds shall immediately revert to the possession and ownership of the CITY and RECIPIENT shall transfer to the CITY all unused Grant funds at the time of such expiration, termination, or cancellation. 11. DEFAULT: If RECIPIENT fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then RECIPIENT shall be in default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available to it by law, may immediately, upon written notice to RECIPIENT, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CITY to RECIPIENT while RECIPIENT was in default shall be immediately returned to the CITY. RECIPIENT understands and agrees that termination of this Agreement under this section shall not release RECIPIENT from any obligation accruing prior to the effective date of termination. Should RECIPIENT be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, RECIPIENT shall be liable to the CITY for all expenses incurred by the CITY in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the CITY in the procurement of the Services, including consequential and incidental damages. 12. CITY'S TERMINATION RIGHTS: The CITY shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to RECIPIENT at least five (5) business days prior to the effective date of such termination. In such event, the CITY shall pay to RECIPIENT compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the CITY be liable to RECIPIENT for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 13. REMEDIES FOR NONCOMPLIANCE: The CITY retains the right to terminate City of Miami Funding Agreement this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the RECIPIENT, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the RECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the RECIPIENT that any payment made in accordance with this Agreement to the RECIPIENT shall be made only if the RECIPIENT is not in default under the terms of this Agreement. If the RECIPIENT is in default, the CITY shall not be obligated and shall not pay to the RECIPIENT any sum whatsoever. If the RECIPIENT fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: (1) Temporarily withhold cash payments pending correction of the deficiency by the RECIPIENT, or such more severe enforcement action as the CITY determines is necessary or appropriate. (2) Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity or action not in compliance. (3) Wholly or partially suspend or terminate the current Program Funds awarded to the RECIPIENT. (4) Withhold further Program funding for the RECIPIENT. (5) Take all such other remedies that may be legally available. 14. MARKETING: RECIPIENT shall consult with the City Manager, or his or her designee, regarding all uses and displays of the recognition of the CITY. The CITY shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. 15. INSURANCE: The required Insurance, as approved by the City of Miami Department of Risk Management shall be provided by the RECIPIENT and all such proof shall be attached as an Exhibit to this Agreement. Those entities/individuals required to be listed as additional insured by the Department of Risk Management shall be included on all insurance certificates and furnished by the RECIPIENT. RECIPIENT shall, at all times during the term hereof, maintain insurance coverage in accordance with Exhibit "E" attached and incorporated by this reference. All such insurance, City of Miami Funding Agreement including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract. Execution of this Agreement is contingent upon the receipt of proper insurance documents. 16. NONDISCRIMINATION: RECIPIENT represents and warrants to the City that RECIPIENT does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with RECIPIENT's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. RECIPIENT further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT: This Agreement shall not be assigned by RECIPIENT, in whole or in part, without the prior written consent of the CITY, which may be withheld or conditioned, in the CITY' S sole discretion. 18. CERTIFICATIONS REGARDING DEBARMENT. SUSPENSION. AND OTHER RESPONSIBILITY MATTERS: RECIPIENT certifies to the best of its knowledge and belief that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal, State, or local agency. b) Have not within a three (3) year period preceding the adoption of the Resolution, attached and incorporated as Exhibit "A", as applicable, been convicted of or had a civil judgement rendered against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 16.b of this certification; and d) Have not within a three (3) year period preceding the adoption of the Resolution, City of Miami Funding Agreement attached and incorporated as Exhibit "A", as applicable, had one or more public transactions (Federal, State, or local) terminated for cause or default. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall submit an explanation to the CITY and the CITY shall have the right to, in the CITY's sole discretion, to not enter into or terminate this Agreement. 19. 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 notice given as 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. RECIPIENT Mascot Sports, Inc. 2261 Market Street Suite 5706 San Francisco, California 94549 Attn: Ryan Dawkins, Chief Executive Officer CITY City of Miami Office of Management & Budget 444 SW 2nd Avenue, 5th Floor Miami, FL 33130 Attn: Marie Gouin, Director With copies to: Office of the City Attorney 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 Attn: George K. Wysong III, City Attorney City of Miami Funding Agreement 20. PUBLIC RECORDS: Pursuant to the provisions of Section 119.0701. Florida Statutes, RECIPIENT must comply with the Florida public records laws, specifically the RECIPIENT must: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter of the Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the RECIPIENT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. E. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. IF THE RECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2ND AVENUE, SUITE 945, MIAMI, FL 33130. 21. CONFLICT OF INTEREST: RECIPIENT has received copies of, and/or is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by RECIPIENT. RECIPIENT covenants, represents and warrants that it will comply with all such conflict of interest provisions including, but not limited to: (a) the Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 22. GOVERNING LAW. VENUE. AND FEES: This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in City of Miami Funding Agreement Miami -Dade County, Florida and the parties explicitly agree to the use of this venue. The term "proceedings" shall include, but not be limited to, all meetings to resolve the dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism. The parties both waive any defense that venue in Miami -Dade County is not convenient. In any civil action or other proceedings between the parties arising out of the Agreement, each party shall bear its own attorney's fees. 23. WAIVER OF JURY TRIAL: Neither the RECIPIENT, nor any assignee, successor, heir or personal representative of the RECIPIENT, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the RECIPIENT, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 24. MISCELLANEOUS PROVISIONS: A. Title and paragraph headings are for convenient reference and are not a part of this Agreement. B. 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. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall control. D. 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. City of Miami Funding Agreement 25. NON-DELEGABILITY: The obligations undertaken by the RECIPIENT pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the CITY' S prior written consent, which may be withheld in the CITY' S sole discretion. 26. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 27. INDEPENDENT CONTRACTOR: RECIPIENT, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or benefits under the civil service or pension programs of the CITY, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CITY. 28. NO THIRD -PARTY BENEFICIARY RIGHTS: No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 29. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of allocated and available funds, reduction or discontinuance of funds or change in laws, codes, rules, policies or regulations, upon thirty (30) days' notice. 30. RECIPIENT CERTIFICATION: The RECIPIENT certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the RECIPIENT' S governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the RECIPIENT to act in connection with this Agreement and to provide such information as may be requested. The aforementioned authorization for the RECIPIENT is attached and incorporated as Exhibit "G". 31. ANTI -HUMAN TRAFFICKING: The RECIPIENT confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The RECIPIENT shall execute and submit to the CITY an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "H". If the RECIPIENT City of Miami Funding Agreement fails to comply with the terms of this Section, the CITY may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CITY be liable to RECIPIENT for any additional compensation or for any consequential or incidental damages. 32. AUTHORITY: Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party' s obligations and the certifications hereunder have been duly authorized and that the Agreement is valid and legal agreement binding on such party and enforceable in accordance with its terms. 33. CONSTRUCTION: Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 34. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and entire agreement between the parties relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 35. COUNTERPARTS AND 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. [Remainder intentionally left blank; Signature page to follow] City ofMiami Funding Agreement IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed Si nebr: by th- respective officials thereunto duly authorized, this the day and year above written. ATT ,—DocuSigned by: €461D7-56014CF1-459... Todd B. Hannon, City Clerk 6 1 13:12:16 EST Date: APPROVED AS TO FORM AND CORRECTNESS: rDocuSigned by:/III11 r J 026 115:15:36 EST 8847%E9FE8E24Se... George K. Wysong 111 City Attorney Matter ID#25-3449K DJGS January 15, 2026 114:01:03 EST ATTEST: Print Name: Clare Crawley Title: Director Date: "CITY" CITY OF MIAMI, a municipal corporation of the State of Florida By Signed by: 56F�ccaa7e... James Reyes, City Manager January 23, 2026 1 08:22:24 EST Date: APPROVED AS TO INSURANCE REQUIREMENTS: ,—DocuSigned by: FrA ��y 15, 2026 1 06:41:43 EST `-27395 o.i1621I1E7... David Ruiz, Interim Director Date: Risk Management "RECIPIENT" A Florida Foreign Pro orporation 7 -11C- By: Print Name: Ryan Dawkins Title: CEO FUNDING AGREEMENT EXHIBIT A - CITY OF MIAMI RESOLUTION AGENDA ITEM COVER PAGE File ID: #18503 Resolution Sponsored by: Mayor Francis Suarez A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S FINDING, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS FOR THE CITY OF MIAMI ("CITY") AND WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE ALLOCATION OF FUNDS FROM THE MAYOR'S DISCRETIONARY ACCOUNT IN A TOTAL AMOUNT NOT TO EXCEED TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) ("FUNDS") TO MASCOT SPORTS INC., A DELAWARE FOR PROFIT CORPORATION ("MASCOT SPORTS"), TO SUPPORT DIPLO'S RUN CLUB 5K TO BE HELD IN MIAMI ON JANUARY 17, 2026; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE; THE USE, ALLOCATION, AND APPROPRIATION OF THE FUNDS REFERENCED HEREIN ARE SUBJECT TO ALL FEDERAL, STATE, AND LOCAL LAWS THAT REGULATE THE USE OF SUCH FUNDS AND THE RECEIPT OF ALL NECESSARY APPROVALS, INCLUDING, BUT NOT LIMITED TO THE CITY ATTORNEY; AUTHORIZING THE CITY MANAGER TO MAKE ANY CHANGES TO ADJUST, AMEND, AND APPROPRIATE THE CITY'S OPERATING BUDGET, FIVE- YEAR FINANCIAL PLAN, STRATEGIC PLAN, MULTI -YEAR CAPITAL PLAN, AND OTHER DOCUMENTS AS NECESSARY AND APPLICABLE, PURSUANT TO THE PROVISIONS OF THIS RESOLUTION; AUTHORIZING, RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND THE DESIGNATED CITY DEPARTMENTS TO UPDATE THE RELEVANT FINANCIAL CONTROLS, PROJECT CLOSE-OUTS, ACCOUNTING ENTRIES, AND COMPUTER SYSTEMS IN CONNECTION HEREWITH. City of Miami Legislation Resolution Enactment Number: R-25-0524 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 18503 Final Action Date:12/11/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S FINDING, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS FOR THE CITY OF MIAMI ("CITY") AND WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE ALLOCATION OF FUNDS FROM THE MAYOR'S DISCRETIONARY ACCOUNT IN A TOTAL AMOUNT NOT TO EXCEED TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) ("FUNDS") TO MASCOT SPORTS INC., A DELAWARE FOR PROFIT CORPORATION ("MASCOT SPORTS"), TO SUPPORT DIPLO'S RUN CLUB 5K TO BE HELD IN MIAMI ON JANUARY 17, 2026; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE; THE USE, ALLOCATION, AND APPROPRIATION OF THE FUNDS REFERENCED HEREIN ARE SUBJECT TO ALL FEDERAL, STATE, AND LOCAL LAWS THAT REGULATE THE USE OF SUCH FUNDS AND THE RECEIPT OF ALL NECESSARY APPROVALS, INCLUDING, BUT NOT LIMITED TO THE CITY ATTORNEY; AUTHORIZING THE CITY MANAGER TO MAKE ANY CHANGES TO ADJUST, AMEND, AND APPROPRIATE THE CITY'S OPERATING BUDGET, FIVE- YEAR FINANCIAL PLAN, STRATEGIC PLAN, MULTI -YEAR CAPITAL PLAN, AND OTHER DOCUMENTS AS NECESSARY AND APPLICABLE, PURSUANT TO THE PROVISIONS OF THIS RESOLUTION; AUTHORIZING, RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND THE DESIGNATED CITY DEPARTMENTS TO UPDATE THE RELEVANT FINANCIAL CONTROLS, PROJECT CLOSE-OUTS, ACCOUNTING ENTRIES, AND COMPUTER SYSTEMS IN CONNECTION HEREWITH. WHEREAS, Mascot Sports Inc. is a Delaware for profit corporation that was founded in 2016, represents some of the world's biggest brands and talent in sports and entertainment, and helps clients create experiences that buck the status quo in areas of endurance, fitness and wellness ("Mascot Sports"); and WHEREAS, among many of its experiences, Mascot Sports Diplo's Run Club which hosts 5K races in various major cities in the United States; and WHEREAS, on January 17, 2026, Mascot Sports will host the first Diplo's Run Club 5K in Miami at Maurice Ferre Park ("Diplo's Run Club Miami"); and WHEREAS, Mascot Sports requested that the City support Diplo's Run Club Miami; and WHEREAS, the Mayor wishes to provide grant funds from the Mayor's Discretionary Account funds in an amount not to exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) ("Funds") to the Mascot Sport for Diplo's Run Club Miami; and WHEREAS, pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager has made a written finding, attached and incorporated as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous for the City's provision of the Funds for the Initiatives; and WHEREAS, the City Manager is requesting authority from the City Commission to negotiate and execute any and all documents necessary, all in forms acceptable to the City Attorney, for the allocation of the Funds for the Initiatives; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Section 18-85(a) of the City Code, by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the City Manager's written finding, attached and incorporated as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous for the City's provision of the Funds for the Initiatives and waiving the requirements for said procedures, are hereby ratified, approved, and confirmed. Section 3. The City Manager is authorized' to allocate the Funds from the Mayor's Discretionary Account funds to Mascot Sports for Diplo's Run Club Miami. Section 4. The City Manager is further authorized' to negotiate and execute any and all documents necessary, modifications, and amendments, all in forms acceptable to the City Attorney, for said purpose. Section 5. The use, allocation, and appropriation of the funds referenced herein are subject to all federal, State, and local laws that regulate the use of such funds and the receipt of all necessary approvals, including, but not limited to the City Attorney. Section 6. The City Manager is authorized' to make any changes to adjust, amend, and appropriate the City's Operating Budget, Five -Year Financial Plan, Strategic Plan, Multi -Year Capital Plan, and any other documents as necessary and applicable, pursuant to the provisions of this Resolution. Section 7. Certain necessary actions by the City Manager and the designated City Departments to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection herewith are hereby authorized', ratified, approved, and confirmed. Section 8. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 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. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. APPROVED AS TO FORM AND CORRECTNESS: ge Wy ng III, C y ttor -y 12/2/2025 FUNDING AGREEMENT COMPOSITE EXHIBIT B - SCOPE OF WORK CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Arthur Noriega V DATE: 12/01/2025 City Manager Signed by: Marie "Maggie" Gouin Director [— Office of Management Suuy: ,sscaaga SUBJECT: Mayor's Discretionary Allocation of `"250,000.00 to Mascots Sports, Inc. BACKGROUND Mascot Sports, Inc. is a for -profit corporation based in Delaware that was founded in 2016. The company represents some of the biggest brands and talent in sports and entertainment, helping clients create innovative experiences in areas such as endurance, fitness, and wellness (referred to as "Mascot Sports") (icis.corp.delaware.gov, attached as Exhibit "A"). One of Mascot Sports' notable experiences is Diplo's Run Club, which organizes 5K races in various major cities across the United States. On January 17, 2026, Mascot Sports will host the first Diplo's Run Club 5K in Miami at Maurice A. Ferre Park ("Diplo's Run Club Miami"), originally intended to take place at Bayfront Park (Webpages, attached as Exhibit "B'). Mascot Sports has requested the City's support for the relocation costs of Diplo's Run Club Miami 5K event to take place at Maurice A. Ferre Park. The following are the cost elements of having the Diplo 5k relocated to Maurice A. Ferre Park: • The total number of tickets available for the new venue has been reduced by approximately 30%. This results in an estimated revenue loss of at least $250,000, as the Bayfront Park venue had a significantly larger capacity for total participation. • Reduction in vendor/partner/activation space at Maurice A. Ferre Park. • Mascot Sports, Inc. views Maurice A. Ferre Park as entirely raw park space —grass only, lacking electrical connections and load -in access, which makes stage setup and other infrastructure operations more costly and complicated. • There is no MPA public parking available nearby for trailer operations or storage. At Bayfront Park, Mascot Sports had access to lots on Biscayne Blvd. Consequently, "Back of House" operations will be more complicated and expensive for staging and other activities. • The Maurice Ferre venue, compared to Bayfront Park, may incur high re -sodding costs if it rains before or during the event, potentially exceeding $40,000. • Relocation will require redoing event plans. MOTs, AutoCAD drawings, maps, signage, etc., all need to be updated for the Maurice A. Ferre Park site due to the change in course location. • The relocation to the new venue restricts the available route options for Mascot Sport's 5k race. There are seven ships currently in port, and the nearby train tracks present an additional challenge, which may necessitate an increased police presence along the race route. RECOMMENDATION The Mayor has reviewed the proposal attached and wishes to provide grant funds from the Mayor's Discretionary fund in an amount not to exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) as a lump sum to Mascot Sports, Inc. In light of the above stated, approval of a waiver of the formal requirements of competitive sealed bidding methods as not being practicable or advantageous to the City as set forth in the City Code of Ordinances, IOM— Mayor's Discretionary Allocation of $250, 000.00 to Mascots Sports, Inc. as amended, specifically Section 18-85 (A), and the affirmation of these written findings and the forwarding of the same to the City Commission for ratification by a fourth -fifths vote is respectfully requested. X APPROVED/ DISAPPROVED �DocuSigned by: tivitutr Navi4a, 850CF6C372DD42A... MIUIUI NU! le a V City Manager ber 1, 2025 119:52:00 EST Mayor's Discretionary Finding & Recommendation Memo — Mascot Sports, Inc. / Diplo's Run Club 5k EXHIBITA Delaware.gov Governor I General Assembly I Courts I Elected Officials I State Agencies Department of State: Division of Corporations HOME Allowable Characters Entity Details THIS IS NOT A STATEMENT OF GOOD STANDING File Number: 6102440 Incorporation Date / 7/20/2016 Formation Date: (mm/dd/yyyy) Entity Name: MASCOT SPORTS INC. Entity Kind: Corporation Residency: Domestic REGISTERED AGENT INFORMATION Entity Type: General State: DELAWARE Name: BUSINESS FILINGS INCORPORATED Address: 108 WEST 13TH ST City: WILMINGTON County: New Castle State: DE Postal Code: 19801 Phone: 800-981-7183 Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise tax assessment, current filing history and more for a fee of $20.00. Would you like ° Status O Status,Tax & History Information Submit New Entity Search For help on a particular field click on the Field Tag to take you to the help area. site map privacy about this site contact us 1 translate delaware.gov Mayor's Discretionary Finding & Recommendation Memo — Mascot Sports, Inc. / Diplo's Run Club 5k EXHIBIT B 0 8 https://diplosrunclub.com/miami THE DETAILS MIAMI, FL I BAYFRONT PARK In 2022, Diplo completed the Miami Half Marathon where he rar straight from the finish lire to the club. in that moment, the concept for Diplo`s Run Club was borr - an event series where you run first and party afterwards. Diplo's Run Club is debuting in Miami this winter to bring his vision to life in the city that started it all! Starting and finishing at Bayfront Park, the 5K run will take you on a scenic route through downtown showing off waterfront views of Biscayne Bay, the Miami skyline and iconic ferns wheel. Party the day away or the water with a post -race concert featuring Diplo + friends. REGISTER NOW • 0 n https:/jwww.mascotsports.com EXPERTISE ABOUT Fil Pa Clip L Form -9 (Rev. March 2024) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Go to www.irs.gov/FormW9 for instructions and the latest information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Print or type. See Specific Instructions on page 3. 1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name on line 2.) Mascot Sports, Inc 2 Business name/disregarded entity name, if different from above. 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Individual sole proprietor p p C corporation 4 S corporation Partnership Trust/estate . . LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check box for the tax classification of its owner. Other (see instructions) for the tax the appropriate Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any) 3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, this box if you have any foreign partners, owners, or beneficiaries. See instructions classification, check (Applies to accounts maintained outside the United States.) 5 Address (number, street, and apt. or suite no.). See instructions. 2261 Market Street, Suite 5706 Requester's name and address (optional) 6 City, state, and ZIP code San Francisco, Ca 94114 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. Part II Social security number or Employer identification number 8 1 3 2 9 0 3 2 7 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not�rgquired to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of Here U.S. person �� Date 1.10.2025 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What's New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification. New line 3b has been added to this form. A flow -through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow -through entity in which it has an ownership interest. This change is intended to provide a flow -through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) Form W-9 (Rev. 3-2024) Page 2 must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third -party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non -foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, if a Form W-9 or other certification of non -foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payor for purposes of establishing its non -foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non -foreign status to avoid withholding. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(I)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non -foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non -foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third -party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under "By signing the filled - out form" above (for reportable interest and dividend accounts opened after 1983 only). Form W-9 (Rev. 3-2024) Page 3 Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as" (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 is a(n) .. . THEN check the box for ... • Corporation Corporation. • Individual or • Sole proprietorship Individual/sole proprietor. • LLC classified as a partnership for U.S. federal tax purposes or • LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation. • Partnership Partnership. • Trust/estate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third -party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). Form W-9 (Rev. 3-2024) Page 4 2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for ... THEN the payment is exempt for... • Interest and dividend payments All exempt payees except for 7. • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. • Barter exchange transactions and patronage dividends Exempt payees 1 through 4. • Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 5.2 • Payments made in settlement of payment card or third -party network transactions Exempt payees 1 through 4. 1 See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) entered on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. I —A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter "NEW" at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 3-2024) Page 5 Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on Tine 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third -party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI) 4. Custodial account of a minor (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))** The individual The actual owner of the account or, if combined funds, the first individual on the account1 Each holder of the account The minor2 The grantor-trustee1 The actual owner The owner3 The grantor* For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an individual 9. A valid trust, estate, or pension trust 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 11. Association, club, religious, charitable, educational, or other tax-exempt organization 12. Partnership or multi -member LLC 13. A broker or registered nominee 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))** The owner Legal entity4 The corporation The organization The partnership The broker or nominee The public entity The trust List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 2Circle the minor's name and furnish the minor's SSN. 3You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) * Note: The grantor must also provide a Form W-9 to the trustee of the trust. **For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Form W-9 (Rev. 3-2024) Page 6 Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll -free case intake line at 877-777-4778 or TTY/TDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or NSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information. FUNDING AGREEMENT EXHIBIT C - BUDGET DATE: Sunday, January 18th, 2025 Event Code: DRCMIA26 VENUE: Maurice Ferre Park PERMITS, VENUE, EVENT GENERAL BUDGE City Permit Application Fees $3,000.00 Venue Rental + Security Deposit $150,000.00 Misc Permit & Agency Fees - fire, public works, additional encroachment, etc. $10,000.00 Engineering (structural / stage / truss) $1,000.00 Registration Fee Revenue Share / Per Ticket Fee $20,000.00 TOTAL VENUE: $184,000.00 CONCERT SPECIFIC EXPENSES BUDGET Diplo Travel & Expenses $20,000.00 Talent Fees (Start Line + Openers) $7,000.00 Stage $30,000.00 ground cover $20,000.00 audio $30,000.00 backline $2,000.00 electrical $30,000.00 artist hospitality and crew craft services $4,000.00 heavy equipment $15,000.00 staffing - production crew $17,500.00 stagehand labor $45,000.00 Stage Production Trucking $6,000.00 Backstage trailers $15,000.00 backstage elements - Green room, decor etc $5,000.00 Concert Production Lead / Taylor Street + Travel $22,500.00 TOTAL CONCERT: $269,000.00 GENERAL EVENT STAFFING BUDGET Security $40,000.00 Police, Fire $90,000.00 Production Labor (Non -Union) Course & Venue Support $40,000.00 Volunteer Coordinator $5,000.00 Medical $2,500.00 VIP Experience Lead $4,000.00 Volunteers Donation $5,000.00 Announcer $3,000.00 TOTAL STAFFING: $189,500.00 GENERAL EVENT OPERATIONAL COSTS Travel / Hotel Rooms / Flights $25,000.00 Signage $10,000.00 Credentials/Stickies $2,000.00 1 Open Gate Security Towers $10,000.00 Start Truss, Course Coning & Finish Line Barricades $10,000.00 Timing / Data / IT ($3 per registrant) $33,786.00 Timing - Bib Mail Outs ($12.50 per add -on) $12,500.00 Power Distro / Rentals / Generators $10,000.00 Garbage / Recycling Services / Dumpster $12,500.00 Insurance $4,000.00 Volunteer / Staff Meals, Snacks and Water $3,000.00 Furniture Rentals (tents, tables, chairs, drapes, VIP decor) $47,000.00 Truck Rentals + Passenger Van $5,000.00 Restrooms / VIP Trailers / Sinks $65,000.00 Start Sound $3,000.00 Start Stage $2,500.00 Finish Line Food $3,500.00 Fencing $30,000.00 TOTAL GEN EVENT: $288,786.00 Warehouse Headquarters Rent $5,100.00 Race/Festival Production Trucking $7,500.00 Warehouse & Shipping Manager - Contractor $3,000.00 TOTAL TRANSPORT $15,600.00 Medals $13,514.40 Shirts $15,000.00 Custom Bibs $3,378.60 Secret Drop Shirt + Shipping (all inclusive) $15,000.00 MASTER MARKETING BUDGET PER CITY (AVG) $75,800.00 TOTAL MKTG + PERKS: $122,693.00 TOTAL EXPENSES $1,107,879.00 2 FUNDING AGREEMENT COMPOSITE EXHIBIT "D" FUNDING AGREEMENT COMPOSITE EXHIBIT "D" PAYMENT SCHEDULE 1. The CITY shall pay the RECIPIENT, an amount not to exceed TWO HUNDRED FIFTY THOUSAND AND 00/100 dollars ($250,000.00) for the services provided pursuant to this Agreement. 2. Request for Payments should be submitted to the CITY in a form provided by the City and included in this Exhibit as Request for Payment Form. 3. The RECIPIENT must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement in a form provided by the CITY. If the RECIPIENT fails to comply with this requirement, the RECIPIENT shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. 4. Schedule of payments to RECIPIENT will be as follows: Lump Sum basis 5. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports and information due from the RECIPIENT as a part of this Agreement and any modifications thereto. 6. Recipient must periodically submit expenditure support to the CITY, inclusive of associated invoices, proof of payments, capital request for payment applications, contractor certifications, project photos, applicable permits, and project schedules. Funding Request for Payment Form Date: 1.8.2026 Send to: City of Miami Invoice Number: Office of Management & Budget 444 SW 2nd Ave., 5th Floor Miami, FL 33130 Program/Project Title: "Diplo's Run Club 5K Program" Recipient: Mascot Sports Inc. Recipient's Address: 2261 Market Street, Suite 5706 San Francisco. CA 94549 I hereby request payment in the amount of $ $250, 000 for expenses incurred in relation to the City of Miami's Activity/Program/Services provide below. Number of People Served/Location of Services Description Text Rate Amount 8,000 Maurice Park Bayfront Park Trust A 5K Run and Wellness Experience in Downtown Miami TOTAL: $ I certify that the Program/Service was provided in accordance to the approved Program/Project as described in the Funding Request Form and that expenses were incurred in the provision of said Program/Service. Authorized Representative Signature 1.8.2026 Date Ryan Dawkins Type Name CEO Title: FUNDING AGREEMENT EXHIBIT E — INSURANCE REQUIREMENTS (MASCOT SPORTS, Inc) I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Abuse and Molestation coverage included II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami listed as an additional insured Letter may be provided if no auto exposure is associated with this agreement. III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Letter may be provided, if the Grantee has less than (4) employees IV. Professional/E&O Liability Each Claim $1,000,000 Policy Aggregate $1,000,000 Retroactive date included The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval FUNDING AGREEMENT EXHIBIT F — CLOSE-OUT REPORT The Close Out Report must be completed at the end of the program. City of Miami Program Close -Out Report Date: 1.8.26 Allocation Amount: $250,000.00 Program/Project Title: Recipient's Name: "Diplo's Run Club 5K Program" Mascot Sports, Inc. Recipient's Address: 2261 Market Street, Suite 5706 San Francisco, CA 94549 Please provide the information in reference to all the services provided with the City of Miami program: Program Start Date and End Date January 15 - January 17, 2026 Program/Project Priority Area Downtown wellness initiative Description of Project/Activity/Service A 5K Run & Wellness Experience District where Project/Activity/Service were Provided District 1, District 2, District 2, District 3, District 5 and/or Citywide Location of Project/Activity/Service (ie. Site, neighborhood, area) Maurice A Ferre Park Project KPI (Ex. # People, Households Served, workers/students enrolled) To get Miami moving and developing positive habits Frequency of Project/Activity/Service over the period of performance An Annual celebration of health and wellness Narrative describing overall results (How the program has helped the community recover from the declared emergency.) Thousands of Miami residents will celebrate health, wellness and movement on Janaury 17th creating habits for a better quality of life. I certify tha Signature e Program/Service was provided in accordance to the City of Miami Program Guidelines Ryan Dawkins Type Name 1.8.26 Date CEO Title: Return to: City of Miami Office of Management and Budget 444 SW 2nd Ave., 5th Floor Miami, FL 33130 FUNDING AGREEMENT EXHIBIT G - RECIPIENT'S CORPORATE RESOLUTION CORPORATE RESOLUTION OF MASCOT SPORTS, INC. (A Delaware Corporation) RESOLUTION ACCEPTING CITY OF MIAMI FUNDING FOR DIPLO'S RUN CLUB WHEREAS, Mascot Sports, Inc. (the "Corporation") is a Delaware corporation; and WHEREAS, the Corporation has been awarded funding by the City of Miami (the "City") in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) in support of Diplo's Run Club, a community -based athletic and cultural program produced and operated by the Corporation; and WHEREAS, the Corporation desires to formally accept such funding and authorize execution of all documents necessary to receive and administer the funds; NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby accepts the allocation of $250,000.00 from the City of Miami for Diplo's Run Club; and RESOLVED FURTHER, that the funds shall be used solely in accordance with the City's applicable grant or funding requirements; and RESOLVED FURTHER, that Ryan Dawkins, Chief Executive Officer of the Corporation, is hereby authorized and directed to execute any and all agreements, certifications, acknowledgments, and documents necessary or desirable to accept, receive, and administer the funding, and to take any actions necessary to carry out the intent of this resolution; and RESOLVED FURTHER, that this resolution shall be effective as of December 24, 2025. CERTIFICATION The undersigned hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors of Mascot Sports, Inc., effective as of December 24, 2025. IN WITNESS WHEREOF, the undersigned has executed this resolution as of the date set forth below. Ryan Dawkins Chief Executive Officer Mascot Sports, Inc. Date: December 24, 2025 FUNDING AGREEMENT EXHIBIT H - ANTI -HUMAN TRAFFICKING AFFIDAVIT ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a) The entity is a non -governmental entity authorized to transact business in the State of Florida. b) The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami "City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes f2025). c) The nongovernmental entity is not in violation of Section 787.06, Florida Statutes f2025), titled "Human Trafficking." d) The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2025). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a) I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b) I am an officer or a representative of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity: Name: Mascot Sports, Inc Ryan Dawkins Signature of Officer: Office Address: Officer Title: CEO 2216 Market Street, San Francisco, Ca 94114 Email Address: ryan@mascotsports.com Main Phone Number: 415.725.7926 MAURICE FERRE PARK EVENT USE AGREEMENT THIS AGREEMENT ("Agreement") is effective as of the Effective Date, as such term is defined in Exhibit A by and between the Bayfront Park Management Trust, a limited agency and instrumentality of the City of Miami ("'!RUST") and Mascot Sports, Inc USER, as such term is defined in Exhibit A. The TRUST and USER may each be individually referred to as a "Party" or collectively as the "Parties." RECITALS WHEREAS, the TRUST is responsible for the operation and management of the park owned by the City of Miami, hereinafter referred to as the "CITY," located at 1095 N. Biscayne Blvd., Miami, Florida 33132, and known as Maurice Ferre Park ("PARK"); and WHEREAS USER wishes to use the PARK for the purpose of hosting the EVENT, as such term is defined in Exhibit A; and NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the TRUST hereby grants unto USER the privilege of entry upon PARK, for the purpose of conducting the EVENT, on the terms and conditions set forth in this Agreement. 1. RECITALS: The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Special Terms & Conditions Exhibit B — Map of Premises Exhibit C — Insurance Requirements Exhibit D— Corporate Resolution or Other Proof of Authority Exhibit E — Anti -Human Trafficking Affidavit Exhibit F — Certificate of Insurance In the event of a conflict between the principal provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor this Agreement then its Exhibits in the priority order indicated above. 2. EVENT AND USE PERIOD: The TRUST hereby grants USER a temporary, non-exclusive and revocable license to enter and occupy the PREMISES, as hereinafter defined, solely for the purposes of presenting, rehearsing, setting up, and breaking down the EVENT. The dates and times in which the USER may enter the site to commence set up (`'Load -In"), conduct the EVENT ("Event Day"), and dismantle and remove all equipment and materials ("Load -Out") are as set forth in Event Schedule specified in the attached and incorporated in Exhibit A. The timeframe between the commencement of the Load -In period and the conclusion of the Loud -Out period, inclusive of all Event Days, is hereinafter referred to as the "USE PERIOD." The USE PERIOD shall be inclusive of all required periods for presenting, rehearsing, setting up, and breaking down the EVENT. Except as expressly provided hereunder, USER shall be completely responsible for the production, coordination and management of the EVENT, at its sole cost and expense. If USER exceeds use of the PREMISES beyond the USE PERIOD, the same shall be considered a breach of this Bayfront Park Event Use Agreement Page l User Initials FB Agreement and USER shall be responsible under this Agreement for all other fees and costs incurred by the TRUST as a result of the same. In no event shall the aforementioned language restrict the TRUST from pursuing such remedies in equity or law available to it for USER'S failure to comply with the timeframes specified herein Any equipment or materials left in the PREMISES after the termination of the USE PERIOD shall be disposed of by the CITY at USER'S sole cost without any right of claim by the USER, or, in the CITY'S sole discretion, the equipment or materials may be stored at USER'S cost. USER hereby agrees the EVENT and applicable Load-Out/tear-down periods shall end by the times provided in Exhibit A. USER acknowledges and agrees that the TRUST, at its sole discretion, may impose atime overage fee of $5,000.00 shall be payable by USER for every 15 minutes, or fraction thereof, beyond the contracted end time, which cost shall be deemed an Additional Charge, as defined in this Agreement. If the EVENT or Load -Out continues beyond the above -mentioned end times, USER is responsible under this Agreement for all other fees and costs incurred as aresult. a. Sound Checks; USER hereby agrees that there will be no sound checks before 5:00 pm on any weekday (Monday through Friday). USER agrees that all sound checks must be coordinated with the TRUST's staff. b. SoulldLevel; USER understands that the TRUST'S sound policy establishes a maximum level of 100 decibels measured 60 feet away from each stage. Failure to cure each incident of sound level non-compliance within five (5) minutes of notification by Trust designee will result in a fine of$1,000 per incident. c. Alcohol Wrist Band Pones' USER hereby agrees that if beer and/or wine is vended at the EVENT, USER will use alcohol wrist -banding staff to ensure consumers of alcohol are of the appropriate age. d. Pis [tensing ofBee r and/or wine Intl Noa-alculiolic leverages; USER hereby agrees to dispense all beverage products in plastic or paper cups only. No beverages are to be dispensed in bottles or cans. USER hereby agrees to dispense a limit of 2 (two) beers and/or wine beverages per person at time of purchase. 3. ]'1rE TISF`5: As used in this Agreement, "PREMISES" means the portion of the PARK required by the USER and authorized for use by the TRUST and as outlined in Exhibit B, attaciwd hereto. In no event shall USER's utilization of the site for the EVENT extend beyond the PREMISES. a. Restroont Facilities; USER hereby agrees to provide adequate portable restroom facilities, which shall be open and operational during the USE PERIOD. b. Colt roI iljAccess; Notwithstanding any language to the contrary, the TRUST retains the right to enter and access the PREMISES at any time during the USE PERIOD as it deems necessary. USER shall not prohibit or restrict the TRUST'S access to the PREMISES at any time. USER hereby agrees to respond to any reasonable TRUST request during the USE PERIOD of the EVENT. BPMT Event Use Agreement Page 2 User Initials FB c. jslotice/Signage: The TRUST reserves the right to restrict placement of banners and other signage in Bayfront Park. In the Event USER requires the redirection of its staff, agents, invitees, or members of the public to a certain area of the PARK or otherwise limiting general public access to a certain area of the PARK, the USER shall be required to receive prior written consent from the Executive Director of the TRUST, which may be withheld in the Executive Director's sole discretion. Upon written consent of the TRUST through its Executive Director, USER shall place signage notifying the public of the closure and signage directing the members of the public to areas accessible to the general public. 4. CONDITFON OF PREMISES AND RESTORATIO1(: USER has inspected, or has been given the opportunity to inspect, the PREMISES, prior to execution of this Agreement, and accepts it in its present condition and agrees to maintain and return the same in the same or better condition. Upon the EVENT'S conclusion the USER will diligently and continuously work to resume and finish the PARK's complete restoration, subject to the TRUSTS sole and absolute approval, which may be withheld. USER shall complete all restoration no later than the completion of the USE PERIOD. USER shall make a qualified representative available (for whom the TRUST shall retain approval rights) to review, discuss and implement a course of action as a result of damages to the PARK in accordance with the terms mentioned in Section 8, Damage Deposit. Should the USER fail to complete the PARK's restoration on or before the conclusion of the USE PERIOD, the TRUST shall have the authority to do one or a combination of the following: (i) begin deducting $500.00 per day from the Damage Deposit for each day the restoration remains incomplete; (1i) have the right, but not the obligation, to restore applicable portions of the PARK, atits sole discretion and at the expense of the USER, which may be imposed as an Additional Charge; and/or (iii) seek all legal and equitable remedies available to it under applicable laws. 5. COMPLJANCZE WWI PERMITS AND LAWS: a. USER accepts this Agreement and hereby acknowledges that USER's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this Agreement, and USER, and any of its employees, agents or performers, shall comply therewith as the same presently exist and as they may be amended hereafter including, but not limited to, Americans with Disabilities Act ("ADA"), and all laws prohibiting discrimination. b. USER represents and warrants that during the term of this Agreement, in connection with the EVENT, it will obtain and maintain all required permits and approvals. TRUST may assist USER in obtaining assembly permit from the Office of Fire Prevention of the City of Miami. Fire Department manpower requirements shall be determined by the Fire Department at least 10 business days prior to the EVENT to ensure public safety requirements (including but not limited to Police and Fire Department presence requirements) are conformed and any required assembly permit is property obtained from the City of M iami. c. The TRUST is entering into this agreement in its proprietary capacity as manager of the Park and not in any regulatory capacity. Accordingly, USER acknowledges that nothing in this Agreement shall prejudice any regulatory authority by the TRUST or the City of Miami BPMT Event Use Agreement Page 3 User Initials FB g- to impose requirements or conditions which are required by Federal, State, County, and/or local ordinances and zoning regulations or are otherwise necessary to ensure the public health, safety, and welfare of the citizens. The TRUST reserves the City's right to evaluate all applications for building permits for compliance with all existing laws, ordinances, and regulations controlling the issuance of building permits for construction. No approvals granted pursuant to this Agreement shall waive the requirement for USER to obtain all regulatory approvals from applicable agencies or authorities as may be required by applicable laws. d. USER represents and warrants that during the term of this AGREEMENT, it will not use or employ the PREMISES, or any other City -owned property, to handle, transport, store or dispose of any hazardous materials and that it will not conduct any activity on PREMISES or City -owned property in violation of any applicable environmental laws. e. USER represents and warrants that it is aware of the restrictions contained in Sections 22- 180 through 22-185 of the Code of the City of Miami entitled "Handbills" and that it will comply with all of the requirements therein with respect to the distribution of commercial handbills. Should USER fail to comply it shall be responsible for the payment of any fines imposed, including fines imposed upon the TRUST. Payment for fines imposed must be made within ten (10) days of receipt thereof, or they will be deducted from the Damage Deposit as defined herein, plus a fifteen percent (15%) admin fee. f. Anti -Human Trafficking: USER confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Florida Statute, 787.06. The USER shall execute and submit to the TRUST an Affidavit, of even date herewith in compliance with F.S. 787.06(13), attached an incorporated herein as Exhibit E. If the USER fails to comply with the terms of this Section the TRUST may suspend or terminate this Agreement, immediately without prior notice, and in no event shall the TRUST be liable to USER for any additional compensation or for any consequential or incidental damages. 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. h. Violation of any federal, state, or local law or regulation shall be grounds for immediate termination of all rights and benefits conferred to USER pursuant to this Agreement, which will include without limitation the forfeiture of all deposits. 6. CO TPENSATION: In consideration of the use of the PREMISES, USER shall pay to the TRUST, a fee for the set-up, load -out and event days, in the amount specified in the attached and incorporated Exhibit A ("Use Fee"). The Use Fee shall be separate from and in addition to all other amounts due by USER to TRUST pursuant to the terms of this Agreement, including without limitation, any fees or costs imposed upon the PREMISES or the PARK in connection with the EVENT, any additional fees Unposed under this Agreement, and any costs for applicable support staff or services provided by the TRUST pursuant to the terms of this Agreement ("Additional Charges"). The TRUST has determined that the EVENT requires certain support services and has prepared estimated amounts more particularly se forth in the attached and incorporated Exhibit A, which EMIT Event Use Agreement Page 4 User Initials FB include fees to reimburse the TRUST for park staff support, cleaning services, electrician services, and waste services, as applicable ("Pre -Paid Additional Charges"). For the avoidance of doubt, the amounts provided are estimates setting forth minimum amounts due which may be increased if additional support is required and provided either pursuant to request by USER or as may be deemed necessary by the TRUST in its sole discretion. In addition to the foregoing, the following Additional Charges will be charged on an as -needed basis: $100.00 location fee for each soda and/or food location, $75.00 location fee for each arts/merchandise/sponsor, $75.00 location fee for each sampling booth, $75.00 fixation fee for each sponsor booth, $400.00 for each beer/alcohol location.. In no event shall the foregoing serve to limit the amourt of applicable Additional Charges which may be due in connection with the EVENT as provided in this Agreement. Except as otherwise specifically provided herein, USER shall be responsible for all costs involved in the presentation of the EVENT, including without limitation: all EMI and ASCAP license fees, all staffing and all charges for police, fire rescue & inspector and/or assembly permit, security, building electrical and plumbing permits, insurance, all utilities, supplies, equipment rental, ticket surcharge, all applicable taxes, including State of Florida Sales Tax and other services. 7. TERMS OF LAYMEN": USER shall submit to the TRUST, in the form of wire, cashier's check, ACH or money order, the Damage Deposit, as hereinafter defined, and the Use Fee. Payment shall be made to the TRUST in the following manner: i. The Damage Deposit shall be due and payable within thirty (30) days after approval of the Event by the Trust; ii. Pre -Paid Additional Charges shall be due and payable within thirty (30) days after approval of the Event by the Trust; ill. Fifty percent (50%) of the Use Fee, which is a non-refundable deposit, shall be due and payable within thirty (30) days after approval of the Event by the Trust; iv. The remaining fifty percent (50%o) of the Use Fee shall be due and payable no later than seven (7) days prior to commencement of the Use Period. Failure to timely pay the Damage Deposit or Use Fee within the timeframes set forth herein may result in the immediate termination of this Agreement and the forfeiture of all deposits submitted to the TRUST, in the TRUST's sole discretion. Except as otherwise explicitly provided herein, the Additional Charges shall be due and payable to the TRUST within thirty (30) days after the conclusion of the USE PERIOD. 8. PAMAC) E D gIsIT: USER shall be responsible to pay to TRUST an additional deposit to secure performance of all of USER'S obligations hereunder, including without limitation restoration of the PREMISES (the "Damage Deposit"). The Damage Deposit shall be in the amount set forth in Exhibit A. An inspection of the PREMISES will be made within ten business days after the completion of EVENT and the amount of the Damage Deposit shall be applied toward the payment of necessary repairs, if any. As the TRUST's sole discretion, the Damage Deposit may also be applied toward payment of any fees or costs assessed against the PARK, the CITY or the TRUST for activities w operations of USER hereunder, or arising from the EVENTS. In the event the amount necessary to repair the damages or satisfy USER's obligations hereunder exceeds the Damage Deposit then the USER agrees to pay the balance to the TRUST, within twenty (20) days of the TRUST's request BPMT Event Use Agreement Page 5 User Initials FB for payment. Should the TRUST determine there has been no damage to the PREMISES or PARK, the Damage Deposit, or any portion thereof not otherwise applied, shall be refunded to USER 9. TICKT: a. Ticket Surcharge; USER agrees to pay to the TRUST all applicable ticket surcharges as stated in Section 53- l(b) of the Code of the City of Miami: and ordinance 10509 of the City of Miami, as may be amended. As adopted January 10, 2019, the applicable ticket surcharge is as follows: • $0.75 on all tickets between $1.00 to $14.99; • $1.00 on all tickets between $15.00 to $29.99; • $2.00 on all tickets $30.00 to $99.99; • $3.00 on all tickets $100.00 to $249.99; • $5.00 on all tickets $250.00 to $499.99; • $10.00 on all tickets $500.00 to $999.99; and, • $12.00 on all tickets $1,000.00 and over. The ticket surcharge, or an amount equal to the ticket surcharge, shall also apply to all complimentary tickets except as provided hereunder. The amount of the ticket surcharge shall be paid no later than the end of the EVENT, when the box office is settled. b. COMPLMIENTARYTICKETS; USER shall have right to distribute up to 250 tickets (including 10 tickets to be provided to the TRUST for official TRUST use) for promotional use without payment of a ticket surcharge USER agrees to provide TRUST with complimentary tickets no later than three (3) business days prior to EVENT. c. TICKET P5) urCY: USER agrees that all ticketed portions of the EVENT may be monitored and/or audited by the TRUST's ticket counters or other appropriate staff. The TRUST retains the right to hire or procure ticket counters at USER's expense to track the number of patrons entering the facility and will report back to Executive staffat the end of the event their numbers to determine ticket sales. USER agrees to submit a valid ticket manifest prior to the opening of the gates and an updated ticket manifest no later than thirty (30) days after the conclusion of the EVENT. There will be no exceptions. Failure to provide a valid ticket manifest may result in a non-compliance fee as outlined below. The fee will be assessed on all tickets counted by the TRUST, including complimentary tickets, if any. 1,000 to 9,999 tickets - $10,000.00 non-compliance fee 10,000 to 19,999 tickets - $20,000.00 non-compliance fee 20,000 + tickets - $30,000.00 non-compliance fee USER agrees that any and all physical tickets must be torn in half at entrances/turnstiles and half must be returned to the patron entering the show. Bayfront Park Management Trust reserves the right to access and count all physical "drop" ticket stubs. BW,I1 Event Use Agreement Page 6 User Initials FB In the event that the USER employs the ticket scanning method, USER shall provide sufficient back-up scanners in the event of any scanner malfunction. In the event of a complete scanner failure, TRUST may use alternative methods to maintain accurate counts ofpatrons attending the EVENT. If requested by the TRUST, USER will provide TRUST with a laptop loaded with a ticketing program that will track the scanned tickets making it possible to know how many patrons are in the facility at any time. d. USER agrees to pay all applicable taxes, assessments, and service charges related to tickets and other revenues. e. USER agrees that the TRUST may provide, at its sole and absolute discretion, and at USER's cost, all personnel required for ticket taking, gate control a nd ticket counting. 10. ADVt:RVSTNfj: When advertising for EVENT the correct address for Bayfront Park is 301 N. Biscayne Boulevard, Miami, Florida 33132. 11. FOOD & ARTS & CRAFTS LOCATIONS: The TRUST and the Fire Marshall of the City of Miami reserve the right to designate all food and craft booths for the EVENT with proper and advance notification to the USER 12. ; KCTIRITY: USER shall provide at USER'S cost, all necessary perimeter/t-shirt event security and police officers to be determined by the City of Miami Police Department and the TRUST. 13. CATt'(: USER, at its own cost, shall provide any applicable catering, food and beverages, and cleanup of any designated food areas during the EVENT. If USER elects to provide catering, it must inform the TRUST in writing as soon as possible, however, no later than thirty (30) days prior to the commencement of the USE PERIOD. The TRUST, in its sole discretion, may require additional insurance coverages beyond those attached hereto. USER must provide all required licensing and certificates of insurance evidencing all required insurance coverages required by the TRUST no later than thirty (30) days prior to the commencement of the USE PERIOD. If USER elects to serve alcoholic beverages, USER must obtain a temporary alcohol license. USER is strictly prohibited from providing catering, food, and/or beverages without first complying with the requirements of this Section. USER must adhere to all State, County, and Municipal health codes, rules and regulations while providing catering, food, and or beverages. The TRUST retains the right to hire, at USER'S cost and expense, a Concession Coordinator, whose responsibility will be to oversee and approve the coordination of all concession operators, and to report to the TRUST and require immediate correction of any acts that do not conform to this Agreement, including, but not limited to, the adherence of all State, County, Municipal and Trust health codes, rules and regulations. 14. INSIIRAN_CF: USER shall obtain and maintain in force for the USE PERIOD, such insurance policies, coverages, and conditions deemed acceptable by the City of Miami Office of Risk Management, including those policies, coverages, and conditions set forth in the attached and incorporated Exhibit C. The City of Miami and the Bayfront Park Management Trust, and, if applicable, any designated sponsors approved by the TRUST, shall be named "Additional Insured" on all policies. Any BPMTEvent Use Agreement Page 7 User Initials FB questions regarding insurance should be directed to the Insurance Administrator, Risk Management Division, 444 SW 2nd Avenue 9th Floor, Miami, Florida 33130, (305) 416-1604. USER shall furnish all insurance certificates required by the City of Miami Insurance Administrator, no later than thirty (30) days prior to the commencement of the USE PERIOD. USER agrees to provide upon request copies of any and all insurance policies and corresponding endorsements in connection with this Agreement within five (5) business days from the TRUST'S request. USER is prohibited from using any portion of the PREMISES prior to providing a certificate of insurance demonstrating adherence to all insurance requirements herein. Failure to provide such certificate of insurance by the time provided shall be grounds for termination ofthis Agreement and forfeiture of any deposits. 15. INJ) f 1FICATIOl+(: USER agrees to indemnify, defend, covenant not to sue and hold harmless forever the CITY and TRUST, and all the CITY's and TRUSTs respective members, officials, officers, agents and employees (collectively referred to as the "Indemnitees'), from and against all losses, costs, penalties, fines, damages, claims, expenses (including attomey's fee and costs), and liabilities (collectively referred to as "Liabilities") arising out of, resulting from, or in connection with (i) the EVENT and/or the use of the PREMISES, (ii) the performance or non-performance of this Agreement, whether it is, or is alleged to be, directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them , or (iii) the failure of the USER, including without limitation its employees, contractors, or agents to comply with any of the provisions contained herein, or to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. USER expressly agrees to indemnify, covenant not to sue and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of USER, or any of its subcontractors, as provided above, for which the USER'S liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. This indemnity provision shall survive the termination of this Agreement and shall continue in effect until the expiration of the corresponding statute of limitations or the tolling thereof. 16. JUSKgFLOSS: The CITY and TRUST assume no responsibility whatsoever for any person or property that enters the PREMISES as a result of, or in connection with, the EVENT. In consideration of the execution of this AGREEMENT by the TRUST, the USER releases the CITY and the TRUST from any and all liability for any loss, injury, death, theft, damage or destruction to any persons or property which may occur in or about the PREMISES regardless of the cause, including such circumstances where it could be alleged that the CITY or the TRUST, or their employees, agents or contractors were negligent. USER does not agree to release the CITY or the TRUST for any and all liability which is determined to be caused solely due to the intentional or willful misconduct of the CITY or the TRUST, or their respective employees or agents. 17. CANCY.1.I.AT(CIN.: All advance sums, or advance payments under this Agreement, shall be forfeited if, through the fault or action of the USER, the EVENT is not held within the dates and times contracted. 18. DRF4ULT PROVISION: In the event the USER shall fail to comply with each and every term and condition of the AGREEMENT or shall fail to perform any of the terms and conditions contained herein, then the TRUST, at its sole option and in addition to all other rights and remedies available to it in equity or by law, upon written notice to USER may cancel and terminate this AGREEMENT, and all BPMMT Event Use Agreement Page 8 User Initials FB payments, advances, or other compensation paid by USER pursuant to this Agreement, shall be forthwith retained by the TRUST. 19. TRUST'S TIE RNIINATION RIGliTS: a. Termination for Convenience: The TRUST shall have the right to terminate this Agreement for convenience, in its sole discretion, upon thirty (30) days written notice to USER. Additionally, the TRUST shall be able to terminate this Agreement at any time if, in the exercise of its reasonable discretion, the TRUST determines that the EVENT is not in the best interest of the TRUST due to circumstances beyond the TRUST'S reasonable control. b. Termination for Causg: The TRUST shall have the right to terminate this Agreement immediately upon written notice and without liability to USER upon, the occurrence of an event of default. 20. ,AWARD OF At; EVMEtT: USER represents and warrants to the TRUST that it has not employed or retained any person or company employed by the TRUST to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 21. AAUl)IT AM) INSPECTION RIGHTS AND 11 ECOR DS RETENTION: USER agrees to provide access to the TRUST or to any of its duly authorized representatives, to any books, documents, papers, and records of USER which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The TRUST may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the USER to the TRUST under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of USER which are related to this Agreement. USER agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. USER's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the TRUST. Nothing in this Section shall impair any independent right of the City of Miami, pursuant to applicable laws and regulations, to conduct audits or investigate activities. The provisions of this Section are neither intended nor shall they be construed to impose any liability on The City of Miami by the USER or third parties. 22. ?UBLICRECORDS: USER understands that the public shall have access, at all reasonable times, to all documents and information pertaining to TRUST contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the TRUST 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 cancellation of this Agreement by the TRUST. USER acknowledges that this termination is not subject to cure provisions contained elsewhere in this AGREEMENT. USER shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records", as may be applicable, which statute is deemed as being incorporated by reference herein. Should USER determine to dispute any public access provision required by Florida Statutes, USER BPMT Event Use Agreement Page 9 User Initials FB shall do so in accordance with applicable Florida law, and shall do so at its own cost and expense. Any lawsuits filed against the TRUST or Indentnitees in connection with USER'S dispute to public access will fall under the USER'S indemnification obligations specified in Section 14 above. IF THE USER HAS QUESTIONS REGARING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE USER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS r@' MIAMIGOV.COM, OR REGULAR MAIL AT TRUST OF MIAMI OFFICE OF THE TRUST ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE USER MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE TRUST OF MIAMI DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT. 23. NONDISCRIMINATION: USER represents and warrants to the TRUST that. USER does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with USER's performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor. USER further covenants that no otherwise qualified individual shall solely by reason of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 24. AUTHORIZED PERSON JJEL: The TRUST shall have authorized representatives reasonably available at all reasonable times throughout the USE PERIOD for consultation with USER. Except as otherwise may be required by applicable laws or TRUST policies, the Executive Director of the TRUST shall have the authority to provide approvals, accept payments, or enforce provisions of this Agreement on behalf of the TRUST. 25. AUTHORITYTO EXECUTE AGREEMENT: Each party represents to the other that it has the power to enter into the AGREEMENT and that the consent of no other person or entity is required in connection therewith, except as otherwise provided, and the AGREEMENT constitutes a valid and binding obligation of each party in accordance with the terms hereof. 26. I PJ,ATTQ INSTITP OF j"A This AGREEMENT shall not be deemed or construed to create any agency relationship, partnership, or joint venture between the CITY, the TRUST and USER. 27. NOTICES: Notices required under the AGREEMENT shall be deemed to be given when hand -delivered (with receipt therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested. BPMMT Event Use Agreement Page 10 User Initials FB As TO T1114 TRUST; Executive Director Bayfront Management Trust 301 N. Biscayne Blvd. Miami, Florida 33132 AS TO THF:115t?IZ; Refer toExhibit A WITH A COPY TO: City Attorney 444 SW 2'dAvenue, Sob Floor Miami, FL 33130 28. j 0NDELECA B ILITY This "Agreement" is personal to the User. The AGREEMENT may not be transferred, sold, pledged or assigned by USER, in whole or in part, without the prior express written consent of the TRUST. 29. COyF:RNII►IG LAW: VEN1]F: ATTQRNEY'ySFF.F:: The AGREEMENT shall be construed according to the laws of the State of Florida and Venue shall be in Miami- Dade County. Except in cases where the Trust must bring an action to enforce the provisions of Section 16, in which case the Trust shall be able to recover its reasonable attorney's fees, each party shall bear their own respective attorney's fees. 30. CpNFLTC1' OIL INTERESTt USER is aware attic conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1) and of the State of Florida (as set forth in Florida Statutes) and agrees it will fully comply in all respects with the terms of said laws and any future amendments 31. F¢Rlr'EITA1. ELfRl The TRUST and 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 TRUST and the CITY and its citizens, hostilities (whether war is declared or not), civil war, rebellion, 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. 32. ELECT RONIC SIGNATURES: COUNTERPARTS: 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. 33. WAIVE; 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 express in writing. BPMT Event Use Agreement Page 11 User Initials FB 34. WAIVER OF? JI/RYTRIAI,„ EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR. ANY BREACH THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR. MODIFICATIONS TO THIS AGREEMENT. 35. JTEABINGS? Title and paragraph headings are for convenient reference and are not a part of this Agreement. 36. ,4RVVRAIIILITY: 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, 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. 37. FNj'IRR A( REEMF,NT; 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. 38. ACKNOWLEQGEM ENT: The Parties expressly acknowledge that each has read and understand every provision in this Agreement and have had the opportunity to seek the advice and representation of independent counsel. Furthermore, the Parties expressly acknowledge that this Agreement is entered into in good faith and was not obtained by fraud, misrepresentation, or deceit. 39, fl ANSLrtT.IONS: This document may be translated from English into various other languages. However, such translation shall not alter, modify, reduce, diminish, or amplify, the terms of this Agreement. Ifthere is any conflict between the English version and any translated version, the English version of the Agreement shall prevail. 40. JNTELLECTUAL eROPERTY RIGHTS: USER represents and warrants that USER is either the sole author and/or creator of all Materials and any other intellectual property to be used in the EVENT or has obtained and holds all rights necessary to hold the EVENT. USER further represents and warrants that the EVENT does not and will not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party and that the TRUST's right to seek indemnification from USER as provided in this Agreement and shall include any claims made against the TRUST by a third -party for infringement of any intellectual property rights arising out of or related to the EVENT. Signatzare page follows BPMT Event Use Agreement Page 12 User Initials FB infringement of any intellectual property rights arising out of or related to the EVENT. Signature pages follow Bay front Park Event Use Agreement Page 13 User Initials FB IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate official executed the AGREEMENT, this the day and year rust written. WITNESSES: Minas, Sign ab & print name be ow Ryan Dawkins, CEO USER Mascot Sports, Inc a Delaware Corporation Authorized Represen a rve Sigrtaiure Fletcher Beggs Mines.% Sign abav i print name below Authorized Representative Print Name Mack Chew, President ATTEST: BY: Santravia Butler Special Event Director APPROVED AS TO INSURANCE REQUIREIMIENTS: Vice President Authorized Representative Tate BAYFRONT PARK MANAGEMENT TRUST a limited agency and instrume t ality of the City of Miami BY: Raul Miro, Jr. Interim Exec ive Director APPROVED AS TO FORM AND CORRECTNESS: BY: BY: David Ruiz, Interim Director Risk Management George K. Wysong III, City Attorney 25-2698 BPMIT Event Use Agreement Signature Page 1 XIJIflIT4 ,$PFCIAL TERMS AND CONDITIONS 1. "Effective Date" shall mean: December 22. 2025 2. "USER" shall mean: Mascot Sports, Inc., a Foreign Profit Corporation with a principal address located at: 7901 4TH ST N, STE 300 St. Petersburg FI 33702 3. "FARK" shall mean: Maurice Ferre Park `t• "EYENT"shall mean: Dipio's Run Club Miami 5. Use Fee Amount: $20,250.00 6. Damage Deposit Amount: $20,000.00 urner Pre -mitt Fees to be included within "Additional Charges" Park Staff Support Fee $5000.00 Cleaning Service Fee $0.00 Electrician Service Fee $1500.00 Waste Service Fee $0.00 8. Notices to USER as provided in Section 27 shall be made to• Name Ryan Dawkins Title CEO Chairman Address 7901 4TH ST N, STE 300 St. Petersburg, FL 33702 Email Address ryan@mascotsport.com 9. USE PERIOD*: Event Commencement Termination Load in Wednesday, January 14, 2026 Friday, January 16, 2026 Event Saturday, January 17, 2026 Sahxday, January17,2026.9:00am._11.voPm- Load out Sunday, January 18, 2026 St�;y.Sart/any18.20ffi1MIarBvnli_59alit and dates are subject to change in the sole discretion of the TRUST. BPiLiT Event Use Agreement Exhibit A EXHIBIT NAP QFPREMISILS Map ofpremises at►ached on following page BRAT Event Use Agreement Exhibit B SWING GATE EXIT WINL. GATE EXIT POST RACE FOOD I WAWA GA FESTIVAL VIEWING FESTIVAL ENTRY/ EXIT I.10'X40' TENT GROUPING ewe - HYDRATION STATION + TRASH/RECYCLE/COMPOST RECEPTACLES - TRASH/RECYCLE/COMPOST DUMPSTER AREA - 0' TALL CHAINLINK FENCE W/SCRIM — - 42" TALI. BIKE BARRICADE FENCE — - 8' TALL CHAINLINK FENCE W/SCRIM - RUNNER ROUTE F.; - MAIN ENTRY/EXIT .4 A - INTERNAL ENTRY/EXIT - EMERGENCY EXIT VEHICLE OR TRAILER Nor - STAIR LOCATION �c- GENERATOR LOCATION we 1 - PROPANE LOCATION TENT LEGEND; -TENT MASCOT Gi • TENT VENDOR PROVIDE 00022- TENT R2NTAL - BOOTH SPACE NO TENT NOTES: 1, ALL TENTS ANCHORED WITH CONCRETE BALLASTS OR SAND BARRELS, NO STAKING. Y STRAPS WITH RACHET SYSTEM SHALL BE USED FOR ANCHORING. 2. TENT DIMENSIONS SHALL NOT EXCEED 10140' UNLESS OTHERWISE NOTED (12' MIN. SPACING BETWEEN GROUPS ANDIOR ALL OTHER ELEMENTS). 3. MREE-IINOUISHERS SHALL BE PROVIDED IN ACCORDANCE WITH AGENCY REQUIREMENTS, 4, REFER. TO PROVIDED CERTIFICATES OF FLAME REMSTANCC, 5. BAR TENT GROUPINGS sr,ALL HAVE TENT WALL ON 3 SIDES (INCL, BACK), PONY WALL IN FRONT. 8. BONEYARD AND 80HRODUCTION OFFICE TENT GROUPINGS WITH TENT WALL ON ALL 4 SIDES (ONE SIDE IS CURTAIN WALL). 7. ALL OTHER TENT GROUPINGS SHALL HAVE TENT BACK WALL ONLY OR NO WALLS, 8. MAIN STAGE WILL INCORPORATE A MECHANIZED LIFT FROM FS TO 4' STAGE HEIGHT TRAFFIC CONTRAL NOTE:: 1. TRAFFIC CONTROL SUMACS/CONING/BARRICADE AND DETOlF 5 TO BE PLACED IN ACCORDANCE WITH AGENCY REOUIREm5NTS. 2. START CHUTE BARRICADES SHALL HAVE A DRGAK THE WIDTH OF 1 BARRICADE MIRY 100' MIN. ON BOTH SIDES. DIPLO'S RUN CLUB 5K MIAMI, FLORIDA - SATURDAY, JANUARY 17, 2028 SITE PLAN VENUE V8 A .02 PRODUCED BY MASCOT SPORTS, INC. UPDATED 01.05.2028 EXIi1IUT C IIAYFRONT PARK INSURAr10E 11EQtJIREMENTS: USER, VENDOR AND CONCESSIONAIRE Commereial 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 ProductslCompleted Operations $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Bayfront Park Management Trust listed as an additional insured Contingent and Contractual liability Premises and Operations Liability Primary and non-contributory liability endorsement II. Ilusiness Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured Bayfront Park Management Trust listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability 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 A letter may be provided if the firm has less than (4) employees IV. Liquor Liability A. Limits of Liability Bayfront Park Event Use Agreement Page 17 User Initials FB Each occurrence Policy Aggregate $1,000,400 $1,000,000 City of Miami and Bayfront Park Management Trust listed as an additional insured V. Umbrella Liability Each Occurrence $1,000,000 Policy Aggregate 51,000,000 Excess follow form over the general liability, auto and liquor policies. Note: The City and Bayfront Park Management Trust reserve the right to require additional umbrella liability or excess liability policy with limits acceptable to the City and Bayfront Park Management Trust. The USER agrees to comply with this provision and shall furnish the City and Bayfront Park Management Trust with copies of all applicable certificates, policies and endorsements applicable herein within (10) days of such request. Bayfront Park Management Trust, 301 N. Biscayne Blvd Miami, Florida 33132, and the City of Miami 444 S.W. 2'' Avenue Miami, Florida 33130 shall appear listed as the "Certificate IloIdcr," The above policies shall provide the City ofMiami with written notice ofcancellation 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, Oki wick, New Jersey, or its equivalent. All policies and for certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Bayfront Park Event Use Agreement Page 18 User Initials FB Bayfrant Park Event Use Agreement Page 19 User Initials FB EXHMBIT Il COitPORATE RESOLUTION whereas, Mascot Sports, Inc ("Entity') desires to enter into an Agreement with the Bayfront Park Management Trust substantially in the form of the agreement to which this Resolution is attached; Whereas, the Board of Directors of the Entity, at a duly held meeting has considered the matter in, accordance with the By -Laws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY BOARD OF DIRECTORS that this Entity is authorized to enter into the Agreement with the Bayfront Park Management Trust and Fletcher Beggs , as the Vice President , is hereby authorized and directed to execute the agreement in the name of this Entity and to execute any other documents and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 23rd day of December 2025. BY: Corporate Officer Ryan Dawkins, CEO BY: Mack Chew, President Witness sign above and print name below Affix Corporate Seal Bayfront Park Event Use Agreement Page 20 User Initials FB EXHIBIT E ANTIIIUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entityrmdividual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the TRUST of Miami ("TRUST") or one of its agencies, authorities, boards, trusts, or other TRUST entity which constitutes a governrneutal entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human. Trafficking,." d. The nongovernmental entity does not use "coercion" for tabor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Mascot Sports, Inc Signature: �s Name: Fletcher Beggs Office Address: 485 Water St, Oakland CA 94607 Email Address: fletch@mascotsports.com Sayfront Park Event Use Agreement Title: Vice President Phone Number: 415 519 6944 Page 21 User Initials FB EXHIBIT F — CERTIFICATE OF INSURANCE Certificate of insurance attached on the following pages) Bayfront Park Event Use Agreement Page 22 User Initials FB .��ORly® CERTIFICATE OF LIABILITY INSURANCE DATE THIS CERTIFICATE 15 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(les) 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 Edgewood Partners Insurance Center 15233 Ventura Blvd #534 Sherman Oaks, CA 91403 Phone No. (818) 815-2600 Fax No. (818) 815-2640 NAME: Holly Olin PHONE FAX WC No. Ex8: (818) 815-2600 I fart, No): (818) 815-2640 EAD°°Rss: holly.olinaepicbrokers.com INSURER(S)AFFOR DING COVERAGE NAIC# INSURERA: AM. -American Guarantee and Liability Insurance Company 26247 INSURED Mascot Sports, Inc. 485 Water St Oakland, CA 94607 Phone No. 4155196944 Fax No. INSURERS:ZAI- ZurichAmericanlnsuranceCompany 16535 INSURERC: INSURER D : INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER' 1222312 • 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CIJUMS. I TR ��POLICIES..� TYPE Of NSURANCE Ile:soL WVDI POLICY NUMBER POUCYEFF {L1wDemn MYEXP POLICY IirAta'YOrYrYY) D LIMI TS ZAI X COMMERCIAL GENERAL UABIUTY FLM4689719-00 04/14/2025 04/14/2026 EACH nCrURRENCE s 1,000,000 X OCCUR X X GE TCLAIMS-MADE PPREEMMISSES°(Eaa oRE� nce) $ 100,000 ME D EXP (Arty one person) s 5 000 PERSONAL&ADVINJURY $ 1,000,000 GENL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 X POLICY JECOT LOC PRODUCTS -COMP/OP AGG $ 1,000,000 OTHER $ ZAI AUTOMOBILELIABILmr FLM4689719-00 04/14/2025 04/14/2026 rEaMEIRa OISINGLELIMIT $ 1,000,000 ANY AUTO X BODILYINJURY(Perperson) $ Included OWTOSNEDONLY AU AUSCTOSHEDULED BODILY INJURY (Per acddenl) 5 Included X HIRED AUTOS C.'RY NON -OWNED AUTOS ONLY PROPERTY DAMAGE ne.v� 1 (Per cadent) va�w;sa� S Exduded EV'. = _ S AGL, 0msRELLALIAB X OCCUR SXS6713316-00 04/14/2025 04114/2026 EACH OCCURRENCE $ 5,000,00Qo X EXCESS UAB CLAIMS -MADE AGGREGATE S 5.000 000 DED I I RETENTION S S WORKERS COMPENSATION ND AEMPLOYERS'UABIUTY PER OTH- STATUTE I ER ANYPROPRIETO,RPARTNERJEXECUTIVE OFFICER!MEMBEREXCLUDED? YIN NIA EL EACH ACCIDENT IS (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE S !yes, desaibe under DESCRIPTION OF OPERATIONS tv_'aw t E.L. DISEASE - POLICY LIMIT 1 S ZAI Inland Marine FLM4689719-00 04/14/2025 04/14/2026 1 See Attached DESCRIPTION OF OPERATIONS / LOCATIONS.1 VEHICLES Coverage Location: United States & Canada Covered Events As Declared to and Accepted Certificate holder is named as additional insured and Toss payee as their interest may appear. Coverage by Carrier is primary and non-contributory. All coverages expire at 12:01 a.m. Standard Time. The actual event dates may be limited. Please review the Scheduled Events form attached to this certificate. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami, FL 33130 United States Of America Phone No. Fax No. SIi0ULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD This certificate of insurance does not affirmatively or negatively amend, extend, or alter the coverage afforded by the insurance policy. ADDITIONAL COVERAGE DETAILS DATE(MM/CONY) 12/11/2025 wsurul Mascot Sports, Inc. The following Is attached to and made part of certificate number 1222312. Policy Details Coverage Limit Deductible Inland Marine Company: Zurich American Insurance Company Policy Number. FLM4689719-00 'Period: 04/14/2025 - 04/14/2026: 365 Day(s) Equipment, props, sets, wardrobe (rented) 450,000 Equipment, Props, Sets, Wardrobe (owned) Excluded Rented Furs, Jewelry, Art & Antiques Coverage Excluded Extra Expense Excluded Third Party Properly Damage 1,000,000 Office Contents Excluded Business Income/Extra Expense Excluded Hired/Non-Owned Physical Damage -Aggregate Excluded Hired/Non-Owned Physical Damage -Per Vehicle Excluded Rental Cost Reimbursement Excluded EDP EDP (Electronic Data Processing Equipment) Excluded Limited Computer Virus Coverage Excluded Accounts Receivable Excluded Valuable Papers and Records Excluded Money & Securities Excluded Waiver of Subrogation Excluded Coverage Extension Endorsement Coverage Extension Endorsement Excluded Worldwide Coverage Excluded Terrorism Included 2,500 2,500 General Liability Company: Zurich American Insurance Company Policy Number: FLM4689719-00 'Period: 04/14/2025 - 04/14/2026: 365 Day(s) General Aggregate 2,000,000 Products / Completed Operations 1,000,000 Personal / Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Legal 100,000 Medical Payments 5.000 Blanket Additional Insureds (other than city/special certs & included waivers) City / Other Special Certificates Included Waiver of Subrogation included Employee Benefits Liability - Policy Aggregate Excluded Employee Benefits Liability - Each Claim Excluded Host Liquor Excluded Liquor Liability -Aggregate Excluded Liquor Liability -Each Common Cause Limit Excluded APM-CERT-DETAILS 1009 Certificate Number 1222312 Policy Details Coverage Limit Abuse & Molestation -Aggregate Exduded Abuse & Molestation -Each Claim Excluded Abusive Act Alleged Participant Supplemental Coverage - Excluded Aggregate Abusive Act Alleged Participant Supplemental Coverage - Excluded Occurrence Terrorism included 'All coverages expire at 12:01 a.m. Standard Tinge. Deductible AP"-CERT-DETAILS 1009 Certificate Number 1222312 Scheduled Events Certificate Number. 1222312 Event Type Venue Dates Attendees Diplo's Run Club, Miami Maurice A Ferre Park 01/17/2026 - 01/18/2026 at 12:01 am Marathons (walking, 1075 Biscayne Blvd mmning, etc.) Miami, FL 33132 ABANEV-SCIiO(05106) 3,000 Participants 250 Spectators Page 1of1 SCHEDULE OF FORMS DATE (MWDOMY) 12/11/2025 Insured: Mascot Sports, Inc. This Schedule of Fomts is attached to and made part of certificate number 1222312, as of 12/11/2025 at 03:38 PM PT, and lists the forms included in the policy(S) and subsequent endorsement (s) at the time this certificate was issued. Form # Ed. Name Special Event Package Notices U-GU-319-F 0109 Important Notice - In Witness Clause U-GUh874-BCW 0223 Notice of Disdosure for Agent and Broker Compensation UGU873ACW 0611 Disclosure Statement U-GL-1197-A CW 0104 Asbestos Exclusion Endorsement UGU742ACW 0906 Advisory Notre To Policyholders - Change in Carrier U-GU-1191-ACW 0315 Sanctions Exdusion Endorsement Common UGU727ACW 0806 Commercial insurance Policy UGU1292ACW 0422 Notice Of Important Provisions UGUD310A 0193 Common Policy Dedarations UGU619ACW 1002 Schedule of Forms and Endorsements UGU62 IACW 1002 Schedule Of Named Insured(s) UGU618ACW 1002 Schedule Of Locations IL0017 1198 Common Po'icy Conditions U-CU-1223-B CA 0916 Revised Definition Of Spouse Endorsement UAB1101ACW 0117 Definition Of Employee UAB100ACW 0117 Minimum Eamed Premium Endorsement IL1201 1185 Policy Changes - Locations iL0270 0720 California Changes -Cancellation and Nonrenewal Endorsement I10003 0908 Calculation of Premium U-GU-630-ECW 0120 (3;sdosure of Important Information Relating to Terrorism Risk Insurance Act Inland Marine UABMD104ACW 0117 Commercial Inland Marine Declarations Entertainment Program UGU619ACW 1002 Schedule of Fonns and Endorsements CM0001 0904 Commercial Inland Marine Conditions UABM133ACW 0117 Common Condtons, Exclusions And Definitions UABM105ACW 0117 Miscellaneous Equipment Coverage Form UABM106ACW 0117 Props, Sets And Wardrobe Coverage Form UAeM 109ACW 0117 Third Party Property Damage Coverage Form UABM103ACW 0117 Loss Payable Endorsement UA.BM 128ACWN 0117 Excluded Property Endorsement UABM100ACW 0117 Stunt, Animal Exposure And Pyrotechnic Exclusion U-GU-767-BCW 0115 Cap on Losses From Certified Acts of Terrorism General Liability UABL0100BCW 0119 Commercial General Liabifrty Coverage Part Dedarations UCU619ACW 1002 Schedule of Forms and Endorsements UABI11 OACW 1020 Schedule of Events CG0001 0413 Commercial General Liability Coverage Form CG2011 1219 Additional Insured - Managers of Lessors ofPtcmisas CG2012 1219 Additional Insured - State or Governmental Agency or Subdivision or Political Subdivision - Permits or Authorizations CG2026 1219 Additional Insured - Designated Person or Organization CG2404 1219 'Atbiver of Transfer of Rights of Recovery Against Others to Us CG2028 1219 Additional Insured - Lessor of teased equipment U-GL-1327-BCW 0413 Other Insurance Amendment - Primary And Non- Contributory UABL128ACW 0117 Additional Insured - Owners Or Lessees Scheduled Person Or Organization Primary and Noncontributory Covc rage UABL121ACW 0117 Limited Stationary Aircraft Coverage CG2106 0514 Exclusion - Access or Disdosu:re of Confidential or Personal Information and Data -Related Liability - With Limited Bod ly Injury Exception U-GL-1171-B-CW 0719 Fungi Bacteria Exclusion U-GL-1178-A CW 0703 Asbestos Exdusion CG2147 1207 Employment Related Practices Exclusion U-GL-1517-BCW 0413 Collection or Distribution of Material or Information in Violation of Law Exclusion UABL153ACW 1019 Annual Event Rating Schedule UABL151ACW 1019 Concessionaire/Exhibitor Rate Schedule UABL152ACW 1019 Certificate Rating Schedule UABL131ACW 0117 Non -Performing Animal Exclusion UABL102ACW 0117 Property Damage To Rented Premises Exclusion UABL129ACW 0117 Assault And Battery Exclusion UGL1250ACW 0905 Abusive Act Lat:l ity Exclusion UABL122ACW 0117 Newly Acquired Or Formed Entity Exclusion UABL107ACW 0117 Exdusion - Insureds Conducting Media, Entertainment, Or Internet Type Operations UABL130ACW 0117 Informational Content Exclusion UABL135ACW 0117 Media Content Exdusion UABL137ACW 0117 Cross Suits Exclusion UABL138ACW 0117 Personal And Advertising Injury - Exdusion Of Fa,se Arrest, Detention, imprisonment, Libel, Slander, Right Of Privacy, Advertising Idea, And Copyright, Trademark Or Trade Secret UABL133ACW 0117 Partnership, Joint Venture And Limited Liability Company Limitation UABL106ACW 0117 Unscheduled Production, Presentation Or Event Exclusion UABL103ACW 0117 Stunt, Pyrotechnic And Animal Exposure Exclusion UABL148ACW 1019 Liquor Liability Exclusion UABL144ACW 1019 Event ConditionalErdusion CG2132 0509 Communicable Disease Exdusion APA-CERT-FORMLIST 0914 Certificate Number. 1222312 Page 1 of 2 SCHEDULE OF FORMS Insured: Mascot Sports, Inc. This Schedule of Forms is attached to and made part of certificate number 1222312, as of 12/11/2025 at 03:38 PM PT, and lists the forms included in the policy(s and Subsequent endorsement (S) at the time this certificate was issued. DATE (rpt'. DEVYY) 12/11/2025 Form # Ed. Name UABL146ACW 1019 Unscheduled Products Exclusion UABL145ACW 1019 Hazardous Activities, Pyrotechnic Activities and Animal Exposure Exclusion UASL147ACW 1019 Loss Arising Out 01 Participation in a Sports orAih!etc Event, Competition, Contest or Exhibition Exclusion UABL143ACW 1019 Atoshkng Exclusion UABL150ACW 1019 Camping Conditional Exclusion 110021 0908 Nuclear Energy Uablity Exclusion Endorsement (Broad Fors) UABL105ACW 0117 Commercial General Liability Changes U-GU-767-BCW 0115 Cap on Losses From Certified Ads of Terrorism Automobile U-CA-531-B 0208 Notice Regarding Terrorism Premium (tor Commercial Automobile Ins) UCAD600DCW 1021 Business Auto Declarations UGU619ACW 1002 Schedule of Forms and Endorsements UABA100ACW 0117 Extended coverage For Scheduled Events, Presentations and Productions CA0001 1120 Business Auto Coverage Form UABA120ACW 0117 Additional Insured - Owners Or Lessees Scheduled Person Or Organization UABA125ACW 0117 Production Stunt Or Pyrotechnic Exclusion CA0143 0517 California Changes IL0021 0908 Nudear Energy Liability Exdusion Endorsement (Broad Form) CA2048 1013 Designated insured UABA104ACW 0117 Business Auto Changes Excess Liability Policy Excess Liability Notices U-GU-1191 ACW 0315 Sanctions Exclusion Endorsement U-GU-874-BCW 0223 Notice of Disclosure for Agent and Broker Compensation Forms U-SXS-104-ACW 0911 Straight Excess Liability Policy (Jacket) UGU621ACW 1002 Schedule Of Named Insured(s) U-SXS-D-100-ACW 0911 Straight Excess Liability Policy Declarations U-SXS-101-ACW 0911 Schedule of Underlying Insurance U-SXS-103-ACW 0911 Schedule of Forms & Endorsements U-GU-630-ECW 0120 Disclosure of Important Information Relating to Terrorism Risk Insurance Act U-SXS-100-ACW 0911 Straight Excess Liab 1 ty Policy IL1201 1185 PolcyChanges -Locations U-GU-767-BCW 0115 Cap on Losses From Certified Acts of Terrorism U-SXS-117-BCW 0514 Professional Liability Limitation Endorsement U-EXS-115-CCW 0411 Communicable Disease Exclusion UEXS319CCW 0514 Liquor Law Liability And Alcohol Consumption Health Hazards Exclusion UEXS101BCW 0411 Abuse Or Molestation Exclusion U-GU-1223-8 CA 0916 Revised Definit_ton Of Spouse Endorsement U-EXS-312-FCW 0514 Exclusion - Recording and Distribution of Material or Information in Violation of Law U-EXS-178-BCA 0411 C5ffomia Cancellation and Nonrenewal U-SXS-120-A CW 0911 Total Pollution Exclusion with Hostle Fire Exception Disclaimers This Certificate of Liability Insurance indudes the Type of Insurance, Limits, and Schedule of Forms in effect as of 12/11/2025 at 03:38 PM PT. It does not affirmatively or negatively amend, extend, or alter the coverage afforded by the insurance policy nor confer any rights upon the certificate holder. You may be required to request an updated certificate in the event of subsequent policy modifications. The information included in this certificate that has been provided by Abacus Insurance Brokers, LLC is for your information only, and does not create a contract or agenzy relationship between the certificate holder or any insured and Abacus Insurance Brokers, LLC. By accepting this certificate the certificate holder acknowledges that Abacus Insurance Brokers, LLC is not the agent of the cer5 :ate holder or any insured, but is solely the agent of the listed carrier(s). Abacus Insurance Brokers, LLC makes no representation whether the coverages listed herein are appropriate for the certificate holder or any insured. !'lease review the listed coverages carefully and direct any questions to your broker. For a complete listing of coverages. terms, conditions and exclusions. please view the referenced Policy(s). APA-CERT-FORMUST 0914 Certificate Number. 1222312 Page 2 of 2 Certificate Verification Date (MWDo,YYYY) 12/11/2025 Insured: Mascot Sports, Inc. Abacus provides an efficient website lookup tool for certificate holders to verify the authenticity of certificates of insurance. 1. Navigate to the website and input the verification code OR Scan the QR code. 2. The actual certificate issued through the Abacus Platform will download. 3. Compare the details of the downloaded certificate to the certificate presented by the client. Website www_abacus.net/verify-certificate L Verification Code 0J04QP7B54 About Certificates Issued through the Abacus.net Platform • Abacus requires that all certificates be issued through the Abacus Platform. Certificates issued outside of the Abacus Platform are invalid. • Certificates may be issued through the Abacus Platform by either the named insured (if registered through the Abacus Platform) or their Abacus registered insurance broker. • Certificates with any stray marks, cross outs or alterations of any sort are invalid. • Each certificate is numbered and correlates to the document issued through the Abacus Platform. APALERTVER 0917 Cer6Fcate:;,.n-ber. 1222312 Page 1 of 1 POLICY NUMBER: FLM4689719-00 COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): City of Miami Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: FLM4689719-00 COMMERCIAL GENERAL LIABILITY CG 20 12 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: City of Miami Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG20121219 B. 2. This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the "products -completed operations hazard". With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is Tess. This endorsement shall not increase the applicable limits of insurance. © Insurance Services Office, Inc., 2018 Page 1 of 1 AC E, CERTIFICATE OF LIABILITY INSURANCE DATE (MIdWDDJYYYY) 12/11/2025 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 R5 WANED, 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). PROOucER Edgewood Partners Insurance Center 15233 Ventura Blvd #534 Sherman Oaks, CA 91403 Phone No. (818) 815-2600 INSURED Mascot Sports, Inc. 485 Water St Oakland, CA 94607 Phone No. 4155196944 Fax No. (818) 815-2640 Fax No. CONTACT AAME Holly Olin (E AH/CC.. No_ EMI. (818) 815-2600 Ao AIL holly.oIIInnepicbrokers.com INSURER(S) AFFORDING COVERAGE FAx arc. No): (818) 815-2640 INSURERA : AGL -American Guarantee and Liabirrty Insurance Company INSURERS: ZAI- Zurich American Insurance Company INSURER C : NAIC 0 26247 16535 INSURER D : INSURER E : INSURER F COVERAGES o. 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. INSADD LTR TYPE OF SUER INSDIwvD POLICY NUMBER POLICYEFF (IdwoonfYYY) FpUCYEXP (YAUDDJYYYY) LIMITS ZAI X COMMERCIAL GENERAL LIASIL1Y FLM4689719-00 04/14/2025 04/14/2026 EACHOCCURRENCE CLAIMS -MADE J X OCCUR X X DAMAGE TO RENTED 5 1,000.COO PREMISES (Ea occurrence) MED EXP (Any one S 100,000 $ 5,000 person) PERSONAL&ADV INJURY $ 1,000,000 GERIAGGREGATE LIMIT APPUESPER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ jE& LOC PRODUCTS - COMP/OP AGG S 1,000,000 OTHER S ZAI AUTOMOBILELIABILI Y FLM4689719-00 04/14/2025 04/14/2026 (aBlcddeMl INGLE LIMIT s 1.00U 000 ANYAUTO OWNED _ SCHEDULED X BODILYIINJURY(Perperson) S Included AUTOS ONLY AUTOS NON BODILY INJURY (Per accident) S Included XHIRED AUTOS ONLY X -OWNED AUTOS ONLY PROPERTY DAMAGE raw (Per accident) v,.acv EXdu , s i p y S AGI, UMBRELLALIAB X OCCUR SXS6713316-00 04/14/2025 04/14/2026 EACH OCCURRENCE $ 5.000,000 X EXCESS LIAR CLAIMS -MADE AGGREGATE$ S DED I RETENTIONS 5,000.000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N (1 PERTTUTE I ER I ANYPROPRICTORPARTNERIEXECUTIVE ❑ IN OFFICER_ MB ERErCLUDED? NIA E.L EACH ACCIDENT S (Mandatory In NH) If yes, descnbe under EL. DISEASE - EA EMPLOYEE $ D DESCRIPTION OF OPERATIONSL>.'_w E.LDISEASE - POLICY UrrIT : $ VA! Inland Marine FLM4689719-00 04/14/2025 04/14/2026 See Attached DESC RIP TION OF OPERATIONSI LOCATIONS 1 VEHICLES Coverage Location: United States & Canada Covered Events As Declared to and Accepted Certificate holder is named as additional insured as their Interest may appear. Coverage is primary and by Carrier non-contributory. All coverages expire at 12:01 a.m. Standard lime. * The actual event dates may be limited. Please review the Scheduled Events form attached to this certificate_ CANCELLATION Phone No. Bayfront Park Management Trust 301 N Biscayne Blvd Miami, FL 33132 United States Of America Fax No. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD This certificate of insurance does not afrrmlatively or negatively amend, extend, or alter the coverage afforded by the insurance policy. ADDITIONAL COVERAGE DETAILS DATE (MWDDIYY) 12/11n025 INSURED Mascot Sports, Inc. The following is attached to and made part of certificate number 1222310. Policy Details Coverage Limit Deductible Inland Marine Company: Zurich American Insurance Company Policy Number FLM4689719-00 'Period: 04/14/2025 - 04/14/2026: 365 Day(s) Equipment, props, sets, wardrobe (rented) 450.000 Equipment, Props, Sets, Wardrobe (owned) Excluded Rented Furs, Jewelry, Art & Antiques Coverage Excluded Extra Expense Excluded Third Party Property Damage 1,000 000 Office Contents Excluded Business Income/Extra Expense Excluded Hired/Non.Owrbed Physical Darnage-Aggregate Excluded Hired/Non-Owned Physical Damage -Per Vehicle Excluded Rental Cost Reimbursement Excluded EDP EDP (Electronic Data Processing Equipment) Excluded Limited Computer Virus Coverage Excuded Accounts Receivable Excluded Valuable Papers and Records Excluded i.loaey & Securities Excluded Waiver of Subrogation Excluded Coverage Extension Endorsement Coverage Extension Endorsement Excluded Wortdwtde Coverage Excluded Terrorism Included 2,500 2,500 General Liability Company: Zurich American Insurance Company Policy Number: FLM4689719-00 'Period: 04/14/2025 - 04/14/2026: 365 Day(s) Cenerai Aggregate 2,000,000 Products / Completed Operations 1,000,000 Personal / Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Legal 100,000 Medical Payments 5 000 Blanket Additional Insureds (other than city/special certs & Included waivers) City / Other Special Certificates Ircluricd Waiver of Subrogation Included Employee Benefits Liability - Policy Aggregate Excluded Employee Benefits Liability - Each Claim Excluded Host Liquor Excluded Uquur Liability -Aggregate Excluded Liquor Liability -Each Common Cause Limit Excluded APM-CERT-DETAILS 1009 Certificate Number 1222310 Policy Details Coverage Limit Deductible Abuse & Molestation -Aggregate Excluded Abuse & Molestation -Each Claim Excluded Abusive Act Alleged Participant Supplemental Coverage - Excluded Aggregate Abusive Act Alleged Participant Supplemental Coverage - Excluded Occurrence Terrorism Included AD coverages expire at 12:01 a.m. Standard lime. APM-CERT-DETAILS 1009 Certificate Number 1222310 Certificate Number. 1222310 Event Type Venue Scheduled Events Dates Attendees Diplo's Run Club, Miami Maurice A. Ferre Park Marathons (walking, 1075 Biscayne Blvd running, etc.) Miami, FL 33132 ABANEV-SCHD(osr06) 01/17/2026 - 01/18/2026 at 12:01 am 3,000 Participants 250 Spectators Page 1 of 1 SCHEDULE OF FORMS OATE RUMMY) 12/11/2025 Insured: Mascot Sports, Inc. This Schedule of F❑m1s is attached to and made part of certificate number 1222310, as of 12/11/2025 at 03:35 PM PT, and lists the forms included in the policy(1 and subsequent endorsement (s) et the time this certificate was issued. Form # Ed. Name Special Event Package Notices U-GU-319-F 0109 Important Notice - In Witness Clause U-GU-874-BCW 0223 Notice of Disclosure for Agent and Broker Compensation UGU873ACW 0611 Disclosure Statement U-GL-1197.A CW 0104 Asbestos Exclusion Endorsement UGU742ACW 0906 Advisory Notice To Policyhcldars-Change in Carrier U-GU-1191-ACW 0315 Sanctions Exclusion Endorsement ent Common UGU727ACW 0806 Commercial Insurance Policy UGU1292ACW 0422 Notice Of Important Provisions UGUD310A 0193 Common Policy Declarations UGU619ACW 1002 Schedule of Forms and Endorsements UGUE2IACW 1002 Sdhedde Of Named Insured(s) UGU618ACW 1002 Schedule Of Locations IL0017 1198 Common Policy Conditions U-GU-1223-8 CA 0916 Revised Definition Of Spouse Endorsement UABI101ACW 0117 Definition Of Employee UAB100ACW 0117 Minimum Earned Premium Endorsement 1E1201 1185 Policy Changes - Locations, IL0270 0720 California Changes - Cancellation and Nonrenewal Endorsement IL0003 0908 Calculation of Premium U-GU-630-ECW 0120 Disclosure of Important Information Relating to Terrorism Risk Insurance Act inland Marine UABMD104ACW 0117 Commercial Inland Marne Declarations Entertainment Program UGU619ACW 1002 Schedule of Forms and Endorsements C il001 0904 Commercial Inland Marine Ccnditions UABM133ACW 0117 Common Conditions, Exclusions And Definitions UABM105ACW 0117 Misce'laneous Equipment Coverage form UABM106ACW 0117 Props, Sets And Wardrobe Coverage Form UABM109ACW 0117 Third Party Property Damage Coverage Form UABM103ACW 0117 Loss Payable Endorsement UABM128ACW 0117 Excluded Property Endorsement UABM100ACW 0117 Stun t, Animal Exposure And Pyrotechnic Exclusion U-GU-767-BCW 0115 Cap on Losses From Certified Acts of Terrorism General Liability UABLD100BCW 0119 Commercial General Llabtity Coverage Part Declarations UGU619ACW 1002 Schedule of Forms and Endorsements UABI1t0ACW 1020 Sche 1u!e of Events CG0001 0413 Commercial General Liability Coverage Form CG2011 1219 Additional Insured - Managers of Lessors of Premises CG2012 1219 Additional Insured - State or Govemmental Agency or Subdivision or PcI1:2l Subdivision - Permits or Authorizations CG2026 1219 Additional Insured - Designated Person or Organizalc CG2404 1219 Waiver of Transfer of Rights of Recovery Against Others to Us CG2028 1219 Additional Insured - Lessor of leased a )❑moment U-GL-1327-BCW 0413 Outer Insurance Amendment - Primary And Non- Contributory UABL128ACW 0117 Addtianal Insured - Owners Or Lessees Scheduled Person Or Organization Primary and Noncontributory Coverage UABL121ACW 0117 Lircted Stationary Aircraft Coverage CG2106 0514 Exclusion -Access or Disclosure of Confidential or Personal Information and Data -Related L lability - With Limited Bodily Injury Exception U-GL-1171-B-CW 0719 Fungi Bacteria Exclusion U-GL-1178-A-CW 0703 Asbestos Exclusion CG2147 1207 Employment Related Practices Exclusion U-GL-1517-BCW 0413 Collection or Distribution of Material or Information in Violation of Law Exc'usion UABL153ACW 1019 Annual Event Rating Schedde UABL151ACW 1019 Concessionaire/Exhibitor Rate Schedule UABL152ACW 1019 Certificate Rating Schedule UABL131ACW 0117 Non -Performing Animal Exclusion UABL102ACW 0117 Property Damage To Rented Premises Exclusion UABL129ACW 0117 Assault And Battery Exclusion UGL1250ACW 0905 Abusive Act Liability Exclusion UABL122ACW 0117 Newly Acquired Or Formed Entity Exclusion UABL107ACW 0117 Exdus;on - Insureds Conducting Media, Entertainment, Or Internet Type Operations UASL130ACW 0117 Informational Content Exdusion UABL135ACW 0117 Media Content Exdusion UABL137ACW 0117 Cross Suits Exclusion UABL138ACW 0117 Persor a I And Advertising injury - Exclusion Of False Arrest, Detention. Imprisonment, Libel, Slander, Right Of Privacy, Advertising IdeaAnd Copyright, Trademark Or Trade Secret UABL133ACW 0117 Partnership, Joint Venture And Limited Liability Company Limitation UABL106ACW 0117 Unscheduled Production, Presentation Or Event Exclusion UABL103ACW 0117 Stunt, Pyrotecl n.c And Animal Exposure Exclusion UABL148ACW 1019 Liquor Liability Exclusion UABL144ACW 1019 Event Condit o nal Exclusion CG2132 0509 Communicable Disease Exclusion APA-CERT-FORMLIST 0914 Certificate Number. 1222310 Page 1 of 2 insured: Mascot Sports, Inc. This Schedule of Forms is attached to and made part of certificate number 1222310, as of 12/11/2025 at 03:35 PM PT, and lists the forms included in the pnlicy(s) and subsequent endorsement (s) at the time this certificate was issued. SCHEDULE OF FORMS OAT E (1dh/00d Y) 12/11/2025 Form # Ed. Name UABL146ACW 1019 Unscheduled Products Exclusion UABL145ACW 1019 Hazardous Activities. Pyrotechnic Activities and Animal Exposure Exclusion UABl147ACW 1019 Loss Arising Out ofParticipatbninaSports orAthletic Event Competition,Con::ester Exhibition Exclusion UABL143ACdV 1019 Moshing Exclusion UABL150ACW 1019 Camping Conditional Exclusion IL0021 0908 Nudear Energy Liability Exclusion Endorsement (Broad Form) UABL105ACW 0117 Commercial General Liab2ity Changes U-GU-767-BCW 0115 Cap on Losses From Certified Acts of Terrorism Automobile U-CA-531-B 0208 Notice Regarding Terrorism Premium (for Commercial Automcb le Ins) UCAD600DCW 1021 Business Auto Declarations UGUs 19ACW 1002 Schedule of Forms and Endorsements UABA100ACW 0117 Extended coverage For Scheduled Events, Presentations and Productions CA0001 1120 Business Auto Coverage Form UABA120ACW 0117 Additional Insured - Owners Or Lessees Scheduled Person Or Organization UABA125ACW 0117 Production Stunt Or Pyrotechnic Exclusion CA0143 0517 California Changes IL0021 0908 Nudear Energy Ma Wily Exdusion Endorsement (Broad Form) CA2048 1013 Designated Insured UABA104ACW 0117 8unees Auto Changes Excess Liability Policy Excess Liability Notices U-GU-1191-ACW 0315 U-GU-874-8CW 0223 Forms USXS-104-ACW 0911 Straight Excess Liabiity Policy (jacket) UGU621ACW 1002 Schedule Of Named Insured(s) USXS-0-100-ACW 0911 Straight Excess Liability Pocy DedaraGons U-SXS-101-ACW 0911 Schedule of Underlying Insurance U-SXS-103-ACW 0911 Schedde of Forms & Endorsements U-GU-630-ECW 0120 Disclosure of important Information Relating to Terrorism Risk insurance Act U-SXS-100-ACW 0911 Straight Excess liability PcIicy I11201 1185 Policy Changes -Locations U-GU-767-BCW 0115 Cap on Losses From Certified Acts of Terrorism U-SXS-117-BCW 0514 Professional Liability Limitation Endorsement U-EXS-115-CCW 0411 Communicable Disease Exclusion UEXS3I9CCW 0514 Liquor Law Listlity And Alcohol Consumption Health Hazards Exclusion UEXS101BCW 0411 Abuse Or Molestation Exclusion U-GU-1223-B CA 0916 Revised Definition Of Spouse Endorsement U-EXS-312-FCW 0514 Exclusion - Recording and Distribution of h±a terial or Information in Violation of Law U-EXS-178-BCA 0411 California Cancellation and Nonreno,val USXS-120-A CW 0911 Total Pcrution Exdusion with Hostile Fire Exception Sanctions Exclusion Endorsement Notice of Disdosure for Agent and Broker Compensation Disclaimers This Certificate of Liability Insurance includes the Type of Insurance, Limits, and Schedule of Forms in effect as of 12/11/2025 at 03:35 PM PT. It does not affirmatively or negatively amend, extend, or alter the coverage afforded by the insurance policy nor confer any rights upon the certificate holder_ You may be required to request an updated certificate in the event of subsequent pcl'cy modifications. The information included in this certificate that has been provided by Abacus Insurance Brokers, LLC is for your information only, and does not create a contract or agency relationship between the certificte holder or any insured and Abacus Insurance Brokers, LLC. By accepting this certificate the certificate holder acknowledges that Abacus Insurance Brokers, LLC is not the avant of the certificate holder or any insured, but is solely the agent of the listed carrier(s)_ Abacus Insurance Brokers, LLC makes no representation whether the coverages listed herein are appropriate for the certificate holder or any insured. Please review the listed coverages carefully and direct any questions to your broker. For a complete listing of coverages, terms, conditions and exclusions, please view the referenced Policyfs). APA-CERT-FORMLIST 0914 Certificate Number. 1222310 Page 2 of 2 Certificate Verification Date (MMIDD/YYYY) 12/11/2025 Insured: Mascot Sports, Inc. Abacus provides an efficient website lookup tool for certificate holders to verify the authenticity of certificates of insurance. 1. Navigate to the website and input the verification code OR Scan the QR code. 2. The actual certificate issued through the Abacus Platform will download. 3. Compare the details of the downloaded certificate to the certificate presented by the client. Website f Verification Code www.abacus.net/verify-certificate OB09QW7Y52 About Certificates Issued through the Abacus.net Platform • Abacus requires that all certificates be issued through the Abacus Platform. Certificates issued outside of the Abacus Platform are invalid. • Certificates may be issued through the Abacus Platform by either the named insured (if registered through the Abacus Platform) or their Abacus registered insurance broker. • Certificates with any stray marks, cross outs or alterations of any sort are invalid. • Each certificate is numbered and correlates to the document issued through the Abacus Platform. APA-CORTVER 0917 Certificate Nutter 1222310 Page 1 of 1 POLICY NUMBER: FLM4689719-00 COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Bayfront Pa rk Management Trust Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies oniy to the person(s) or organization(s) shown in the Schedule above. CG 24 0412 19 © Insurance Services Office, Inc.. 2018 Page 1 of 1 Additional Insured —Owners Or Lessees Scheduled Person Or Organization Primary And Noncontributory Coverage ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. FL M4689719-00 Effective Date: 04/14/2025 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Form SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Bayfront Park Management Trust A. Section It — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) shown in the Schedule or Declarations. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to paragraph 4.a. Other Insurance of Section IV. Commercial General Liability Conditions: Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-ABL-128-A OW (01-17) Page 1 of 2 This insurance is primary insurance as respects our coverage to the additional insured person or organization shown in the Schedule above, where the written contract or written agreement requires that this insurance be primary and non-contributory. In that event, we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. All other terms, conditions, provisions and exclusions of this policy remain the same. includes copyrighted material of Insurance Services Office, inc_, with its permission. U-ABL-128-A CW (01-17) Page 2 of 2 THE HARTFORD THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 The City of Miami 444 SW 2ND AVE MIAMI FL 33130-1910 Account Information: Policy Holder Details : Mascot Sports Inc December 24, 2025 0 Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team W LTR005 CERTIFICATE OF LIABILITY INSU DATE (.MA100 YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. uc nwL.v CERTIFICATE COVERAGE BETWEEN THE IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AP INTEGO INSURANCE GROUP LLC 76250846 PO BOX 31241 SALT LAKE CITY UT 84131 CONTACTNANE: PHON5 (888) 289-2939 FAX WC, No, Ext): (A/C, No): EMAIL INSURER(S) AFFORDING COVERAGE NAICA INSURERA : Hartford Fire and Its P&C Affiliates 00914 INSURED MASCOT SPORTS INC 485 WATER ST OAKLAND CA 94607-3741 CAUFRAr c INSURER B : INSURER C: INSURER D INSURER E : INSURER F : RC viiyhr NUM ti klk: THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED_NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF AN Y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER P0Li EFF II,IWDO YYYYI POLICY EXP IYAAT)DIYYYY) LIMITS COMMERCIAL GENERAL (CLAIMS-MADE❑OCCUR LIABILITY EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSCNAL & ADV INJURY GENT JPOUCY AGGREGATE (f L' I r APPLIES PER: PRO - CI JECT LOC OTHER GENERAL AGGREGATE PRODUCTS - COMP/OP AGG AUTOMOBILE — LIABILITY ANY AUTO ALLO'MJED AUTOS HIRED AUTOS SCHEDULED AUTOS NON-f]Y,NED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per cuilent) _ PROPERTY DAMAGE (Peraccdent) ._- _ UMBRELLA LIAB EXCESS IJAB BUR CLAIMS - MADE EACH CCCURRENCE AGGREGATE DED RETENTION A WORKERS COMPENSATION AND EY ? LOYERS' LIABIUTY ANY YIN PROPRIETOP,PA? iNERE XECUTIVE OFFICE r In EXClEXCLUDED?ELOISEASE (Mandatoryoiy In NH) If yes, descrbe under DESCRIPTION OF OPERATIONS be'ox NIA 76 WEG AT5J9H 09/21/2025 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 09/21/2026 -EA EMPLOYEE $1,000,000 EL DISEASE - POUCY LIMIT 51.000,000 DESCRIPTION OF OPERATIONS ILOCATTONSIVEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations_ Notice of Cancellation will be provided in accordance with Form WC990394, attached to this rFRTIFIr`ATC L7r i nom — - ___—_ policy. I ne City of Miami 444 SW 2ND AVE MIAMI FL 33130-1910 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �J Lta9L2I)cif © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THE HARTFORD THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 Bayfront Park Management Trust 301 N BISCAYNE BLVD MIAMI FL 33132 Account Information: Policy Holder Details : Mascot Sports Inc January 6, 2026 Q Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concems. Sincerely, Your Hartford Service Team WLTR005 III ■ COMMER R WYD CIALMS-MADE❑OCCUR G E: F'� AGGREGATE L I U rr APPLIES PER ■ POLICY fPRO- ❑ LOC JECT OTHER: ■ ■ UMBRELLA UAB ■ . EXCESS LIAB IMAM II WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORPARTNERrECECUTIVE YINOFFICER,MEMBER OCCLUDED? W A (Mandatory In NH) If YS. describe ur der DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/ 1 ( O 101,Ad ditional nal Remarks Schedule. may be attached if more space is required) Those usual to the Insured's Operations. CONTACT NAME: PHONE (888) 289-2939 (AFC. No. Early E-MAIL ADDRESS: FAX ()FC, No): INSURER(s)AFFORDING COVERAGE INSURER A: Hartford Fire and Its P&C Affiliates INSURER 8 : INSURER C: INSURER D : INSURER E : INSURERF: COVERAGES CERTIFICATE NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD REVISION NUME3ER: 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 ID TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PACLAIMS. ADDL &MIR IreS ' LT- TYPE OF INSURANCE POLICY NUMBER I �,.POL FF POLICY EX. CULL GEI.ERAL LIABILITY A ral."pD1Y ll! LAMS NAIL# 00914 AUTOMOBILE UABIUTY ANY AUTO ALL OWNED AUTOS IikR ED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS RETENTION $ DATE (MIWDDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFFI,CATE 01/06 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(les) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER AP 1NTEGO INSURANCE GROUP LLC 76250846 PO BOX 31241 SALT LAKE CITY UT84131 INSURED MASCOT SPORTS INC 485 WATER ST OAKLAND CA 94607-3741 CERTIFICATE OF LIABILITY INSURANCE EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) I'ED EXP (Any one person) PERSONAL &ADV INJURY GENERAL AGGREGATE PRODUCTS-COMP,'OPAGG COMBINED SINGLE LIMIT a c28_ BODILY INJURY (Per per son) BODILY INJURY (Per accident) PROPERTY DAMAGE (Peracddent) AGGREGATE OCCUR CLAIMS - MADE CERTIFICATE HOLDER Bayfront Park Management Trust 301 N BISCAYNE BLVD MIAMI FL 33132 ACORD 25 (2016/03) 76 WEG AT5J9H 09/21/2025 09/21/2026 x PER STATUTE E.L. EACH ACCIDENT EL DISEASE -EA EMPLOYEE $1,000,000 $1,000,000 $1,000,000 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE trite C The ACORD name and logo are registered marks15 ACORD CORPORATION. All rights reserved. of ACORD 1 FUN-NST-U1 '4 Rom- CERTIFICATE OF LIABILITY INSURANCE FFNWICK 12l10l2025 D12/102025 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 co�A,cT Theresa Fenwick Insurance Office of America PHONE 1855 West State Road 434 Longwood, FL 32750 (Arc, Ho Eel):( 07) 998-4298 I (n c, Ne}:(40T) 788-7933 Mass: Theresa.Fenwick@ioausa.com INSURER1S) AFFORDING COVERAGE NAIC A INSURER A:Monroe Guaranty Insurance Company 32506 PISURED INSURER a :National Trust Insurance Company 20141 Puff N Stuff Catering, LLC II/SURERC: 250 Rio Drive Orlando, FL 32810 IrasIJRERD: INSURER E : INSURER F : • 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 Willi RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AF FORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. flR TYPE INSURANCE ADDL INS6 SUB R WVD POLICY NUMBER POIJCYEFF (bIr•0MOM!) POLICY EXP IHMIDof VYY1 UMITS A X COMMERCIAL GENERAL UABILITY EACH _ 1,000,000 CLAIMS -MACE X OCCUR GL 10009016101 2/7/2025 2/7/2026 OCCURRENCE P E4+JSES(Eaocar $ 300,000 ) MED EXP s 10,000 (Any one person) PERSONAL BADV $ 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: INJURY GENERAL AGGREGATE S 5 2,000,000 P POLICY PRO- X LOC PRAOUCTS-COMPIOPAGG 5 2,000,000 OTHER LIQUOR LIABILIT 5 1,000,000 A AUTOMOBLEUABIUTY ICOVBBIINEEOSINGLEUMIT accfden0S 1,000,000 — X ANY AUTO OWA'ED SCHEMED CA 10009016001 2/7/2025 2/7/2026 sop LY INJURY (Per parson) $ — AUTOS ONLY AUTOS _ BODILY INJURY {Per accident) S .� AUTOEOS ONLY AUUTOSONLY p,ROPER1Y OAhWGE (Per acadenl) $ s B X UMBRELLA LIAR X OCCUR EACH OCCURRF.r;CE $ 2,000,000 EXCESSUAB Ij CLAIMS -MACE UMB 10009016601 2/7/2025 2/7/2026 AGGREGATE 2,000,000 DEO I RETENTION $ 5 S WORKERS AND COMPENSATION EMPLOYERS' LIABILITY 1 PEROTH- ANY PROPRE10R.PARTNER EXECUTIVE OFF CER,MEMBER EXCLUDED? Y/ NER N 1 A E L EACH ACCIDENT $ (Man atoryinNH) If yes de3aibe E.L.DISEASE-EAEMPLOYEE 5 L'•der DESCRIPTION OF OPERATIONSbe'cw ELDISEASE -POUCYLIVIT S A A Liquor Liability Liquor Liability GL 10009016101 GL 10009016101 2/7/2025 2/7/2025 2/7/2026 2/7/2026 Each Common Cause Aggregate 1,000,000 1,000,000 0ESCRIPTIC N OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, A- i t I onal Remarks Schedule, may be attached if morespace is re uured) City of Miami and Bayfront Park Management Trust are included as Additional Insured with regard tot Qneral,Liquor, Auto and Umbrella lability coverage as required by written contract on a primary and non-contributory basis. TE HOLDER CANCELLATION City of Miami 444 S.W. 2nd Avenue Miami. FL 33130 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE !(.alp ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PUFFNST-01 FENW1CKT A R'© CERTIFICATE OF LIABILITY INSURANCE °12/1 "°°"5 1 Z/10/2025 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(fes) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION 15 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 endorsem ent(s). PRODUCER Insurance Office of America 1855 West State Road 434 Longwood, FL 32750 m= Theresa Fenwick PHONE Fa (Are, No, Erik (407) 998-4298 I tnrcx, No):(407) 788-7933 usEss.Theresa.Fenwickiioausa.com 1H$URER($IAFFORDING COVERAGE NAIC S INSURER A :Monroe Guaranty Insurance Company 32506 INSURED Puff N Stuff Catering, LLC 250 Rio Drive Orlando, FL 32810 INsuRERB:National Trust Insurance Company 20141 INSURER C : INSURER D: INSURER E : INSURER F : COVERAGES CERTIFIC THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INniCATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. UM ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS �L,SSR TYPE OF INSURANCE ADDLSUBR INSD WYO POLICY NUMBER POLICY EFF I.MK DIHYYYYI POLICY EXP ILi nmmn LIMITS A X COtilyil RCw GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE I X OCCUR GL 10009016101 2/7/2025 2/7/2026 ENTED occ PREI7v,41FSES(FaIAGETORuJerce) S 300,000 MED EXP (Any one person) S 10,000 PERSONAL & ADV INJURY S 1,000,000 GEML AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 2,000,000 FCt.ICY pis X LOC ❑ JE PRODUCTS-COIRPJOPAGG S 2,000,000 OTHER: LIQUOR LIABILIT s 1,000,000 A AUTOMOBILE u. eiuTY SINGLEIT [ eiu DUM S 1,000,000 X ANY AUTO _ CA 10009016001 2/7/2026 217/2026 BODILY INJURY(Perpersen) S IAN AAUTOHEDULED S ONLY AUTOS BODILY INJURY (PeracddentQ S AUTOS Of,L Y _ AUTOS ONLY (Per mdentDAMAGE S S B X UMaaELLA LAB X OCCUR EACH OCCURRENCE S 2,000,000 EXCESS NAB CLAIMS -MADE UM B 10009016601 2/7/2025 2/7/2026 AGGREGATE s 2,000,000 DED I RETENTION S S WGP,KERS AND COMPENSATION EMPLOYERS' LIABILITY PER OTH- STATUTE ER Y! N ANY PROPRIETOR,PARTNER/EXECUTIVE I CFF CERMEMae-R EXCLUDED? 1 NIA EL EACH ACCIDENT $ l ;a.andatory in NH) EL DISEASE- EA EMPLOYEE $ if yes, desc Le under OPSCRIPTION OF OPERATIONS "below EL DISEASE - POLICY LIMIT S A A Liquor Liability Liquor Liability GL 10009016101 GL 10009016101 2/7/2025 2/7/2025 217/2026 2/7/2026 Each Common Cause Aggregate 1,000,000 1,000,000 DESCRIe TION OF OPERATIONS! LOCATIONS !VEHICLES (ACORD 101, Ado 'anal Remarks Schedule, may be attached if morespace is rewired) City of Miami and Bayfront Park Management Trust are included as Additional Insured with regard to rewired)neral, Liquor, Auto and Umbrella liability coverage as required by written contract on a primary and non-contributory basis. CERTIFICATE HOLDER Bayfront Park Management Trust 301 N. Biscayne Blvd 33132 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Olivera, Rosemary From: Brito, Gabriel Sent: Friday, January 23, 2026 4:18 PM To: Olivera, Rosemary; Ewan, Nicole; Hannon, Todd Cc: Alcala, Daniel Subject: Funding Agreement - Mascot Sports, Inc. Attachments: Docusign_Grant_Agreement_w_Mascot_Sports_In.pdf RE: Funding Agreement — MascotSports, Inc Hello All, Please find attached a fully executed copy of the above referenced Funding Agreement from Docusign that is to be considered an original for your records. Thank you for your prompt attention to this matter. GabrlelJ. Brito CIP Budget Coordinator Office of Management & Budget 444 SW 2 Avenue, 5th Floor Miami, Florida 33130 Phone: 305.416.1203 Gbrito@miamigov.com 1