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HomeMy WebLinkAbout25204AGREEMENT INFORMATION AGREEMENT NUMBER 25204 NAME/TYPE OF AGREEMENT AREA STAGE INC. DESCRIPTION USE AGREEMENT/TOWER THEATER/PLAY/MATTER ID: 24- 2515 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 10/2/2024 DATE RECEIVED FROM ISSUING DEPT. 10/2/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 + leas IS$E ray CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DREAM DEPT. CONTACT PERSON: Yunior Santana EXT. (305)960-4686 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Area Stage Inc IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ❑ NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) User Agreement PURPOSE OF ITEM (BRIEF SUMMARY): Play ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: This is a theater event which the use is consistent with the function of the facility ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR September 26, 2024 I 09:18:%ATURE: PRINT: Andrew Frey DocuSigned by: AA.trew Frei4 9AB076E0CF7E4 SUBMITTED TO RISK MANAGEMENT September 30, 2024 I 09:52:O, PRINT: Ann -Marie Sharpe ICE14ATURE: Docusigned by: Fmk 273059641-92-1 SUBMITTED 2O CITY ATTORNEY Matter ID#: 4-2515 °s [&i September 30, 2024 14:18 PRINT: George K Wysong ] GERATURE: DocuSigned by: r� APPROVAL BY ASSISTANT CITY MANAGER October 2, 2024 10:11:55 PRINT: Larry Spring EDT-, rNATURE: DocuSigned by: -�'�„„� (n'r1 Spr c9.m.),. F_SA. RECEIVED BY CITY MANAGER October 2, 2024 111:29:04 PRINT: Arthur Noriega EDT SIGNATURE: r—Docusigned by: Art- NorieT, `— ,9596F6r372D October 2 , 2024 I 14 : 39 : 37 E[PRINT: Todd Hannon SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: DocuSigned by: EasD7ssoDCFlass 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 USE AGREEMENT FOR EVENT SPACES TOWER THEATER This USE AGREEMENT, hereinafter referred to as the "Agreement," made this day of , 2024 ("Effective Date"), by and between the City of Miami, a municipal corporation in the State of Florida, hereinafter referred to as the "CITY," and Area Stage Inc, a Florida Not For Profit Corporation, with offices located at 5701 Sunset Drive, Suite 286, Miami, F133143 hereinafter referred to as the "USER." The CITY and USER may each be individually referred to as a "Party" or collectively as the "Parties." RECITALS WHEREAS, the CITY owns and is responsible for the operation and management of the Tower Theater located at 1508 SW 8th Street, Miami, Florida 33135, hereinafter referred to as the "THEATER"; and WHEREAS USER wishes to use the THEATER for the purpose of a Play, hereinafter referred to as the "EVENT"; and NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, the CITY and USER agree as follows: 1. INCORPORATION OF RECITALS AND EXHIBITS: 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 — Fee Schedule Exhibit C — Use Area Exhibit D — Insurance Requirements Exhibit E — TULIP Insurance Exhibit F — Corporate Resolution or Other Proof of Authority Exhibit G — Anti -Human Trafficking Affidavit Exhibit H -- Application Exhibit I — Certificate of Insurance In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor this Agreement then the priority order indicated above. 2. DEFINITIONS: All references to "days" shall mean calendar days unless expressly stated otherwise. 3. TERM This Agreement shall be effective from the Effective Date first written above, until the date on which all applicable fees and charges for the EVENT have been paid to CITY unless terminated earlier as provided for herein. 4. PERMITTED USE: The CITY hereby grants USER a temporary, non-exclusive license to enter and occupy the USE AREA, as further described herein, solely for the purposes of presenting, rehearsing, setting up, and breaking down the EVENT during the specific times and dates as further described in Exhibit "A" ("USE PERIOD"). Unless otherwise specifically provided hereunder, USER shall be completely responsible for the production, coordination and management of the EVENT, at its sole cost and expense. Rev. 08012024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 USER shall not construct or erect any fixtures within the USE AREA without the Venue Manager's prior written approval, which may be withheld in the Venue Manager's sole discretion, and may be conditioned upon further restrictions or conditions as may be prescribed by the CITY. 5. USE AREA: As used in this Agreement, "USE AREA" means the portion of the THEATER required by the USER and as authorized by the CITY for the EVENT and as further described in Exhibit "C" attached hereto. The CITY shall have the right to enter and/or access the USE AREA at any time during the USE PERIOD as it deems necessary. USER shall not prohibit the CITY'S access to the USE AREA at any time. 6. CONDITION OF USE AREA: USER has inspected, or has been given the opportunity to inspect, the USE AREA, prior to execution of this Agreement, and accepts it in its present condition and agrees to maintain and return the same in its preexisting condition upon conclusion of the EVENT. After conclusion of an EVENT, the CITY will conduct an inspection of the USE AREA within ten (10) business days. Any repairs or restorative work required will be communicated to USER and may be deducted from the DEPOSIT, as defined hereafter. 7. COMPLIANCE WITH APPLICABLE LAWS, RULES, AND REGULATIONS: USER agrees to obtain all required licenses and permits and to abide by and comply with all applicable federal, state and local laws, rules, regulations, codes and ordinances during its use of the THEATER. USER hereby represents and warrants to the CITY that USER shall abide by each, and shall not permit the violation of any, rule or regulation set out therein. 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 Section 787.06, Florida Statutes. The USER 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 G. If the USE 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 USER for any additional compensation or for any consequential or incidental damages. Violation of any federal, state and local law, rule, or regulation shall be grounds for immediate termination of this Agreement by CITY and the forfeiture of all deposits due to the CITY. 8. COMPENSATION: In consideration of the use of the USE AREA, USER shall pay to the CITY, a USE FEE as further described in Exhibit "B." USER shall make payment in the manner and method proscribed in Exhibit "B." Except as otherwise specifically provided herein, USER shall be responsible for all costs involved in the presentation of the EVENT, including without limitation: all Broadcast Music, Inc. (`BMI") and American Society of Composers, Authors and Publishers ("ASCAP") license fees, all staffing and all charges for police, fire rescue and 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, except those which are furnished by the CITY and are included in the USE FEE. 9. TERMS OF PAYMENT: All payments from USER to the CITY shall be by cashier's or certified check drawn from a local bank, or credit card acceptable to the CITY. No payments shall be made in the form of cash. USER must pay to CITY the USE FEE, excluding fees or charges that are incurred during the EVENT, no later than the dates and times indicated in Exhibit "B." Failure to timely pay said USE FEE may result in the immediate termination of this Agreement and the forfeiture of all deposits due to the CITY, in the CITY'S sole discretion. Rev. 08012024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 10. DEPOSIT: Concurrent with the Effective Date of the Agreement, and as a condition to its effectiveness, USER shall pay to CITY a deposit in the amount proscribed in Exhibit "B," ("DEPOSIT") to be held by CITY throughout the Term of this Agreement. The DEPOSIT shall secure USER'S performance under this Agreement and full payments of the fees and charges due hereunder, including, but not limited to any repairs, restoration, cleaning, staff charges, or other applicable additional charges, or to defray other reasonable expenses incurred by the CITY as a consequence of USER'S use or non-use of the THEATER. The CITY shall return the DEPOSIT, or any unexpended portion thereof, to USER upon the full satisfaction of USER'S obligations herein. The CITY may deduct the cost of any repairs necessary to restore the USE AREA to its preexisting condition, repairs or replacements of any damaged equipment or materials, or outstanding fees or charges due to the CITY from the DEPOSIT. In the event the amount necessary for repairs or replacements or to satisfy USER's obligations hereunder exceeds the DEPOSIT, then the USER agrees to pay the balance to the CITY, within five (5) business days of the CITY'S request for payment. USER understands that the CITY will seek reimbursement of any costs for repairs or restorative work for damage caused by the USER, for costs exceeding the DEPOSIT. 11. SECURITY: USER shall provide at USER'S cost, all necessary perimeter/t-shirt event security and police officers to be determined by the CITY'S Police Department and the CITY. 12. CATERING: USER, at its own cost, shall provide catering, food and beverages and the cleanup of the designated food area during the EVENT. If USER elects to provide catering, it must inform the CITY in writing as soon as possible, however, no later than sixty (60) days prior to the commencement of the USE PERIOD. The CITY, in its sole discretion, may require additional insurance coverages beyond those listed in Exhibits "D" and "E" attached hereto. USER must provide all required licensing and certificates of insurance evidencing all required insurance coverages required by the CITY no later than sixty (60) 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 CITY 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 CITY 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, and Municipal health codes, rules and regulations. 13. INSURANCE: USER shall obtain and maintain in force for the USE PERIOD, General Liability Insurance on a Comprehensive General Liability Form or an equivalent policy form in the amount of coverage deemed acceptable by the City of Miami Risk Management Administrator for bodily injury and property damage liability as shown on Exhibits "D" and "E" attached hereto. The CITY shall be named "Additional Insured" on all policies. Any 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 sixty (60) 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 CITY'S request. USER is prohibited from using any portion of the USE AREA 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 of this Agreement. 14. INDEMNIFICATION: USER agrees to indemnify, defend, covenant not to sue, and hold harmless forever the CITY, its officials, officers, agents and employees (collectively referred to as the "Indemnitees"), from and against all losses, Rev. 08012024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 costs, penalties, fines, damages, claims, expenses (including attorney'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 to comply with any of the provisions contained herein, or to conform to statutes, ordinances, or other regulations or requirements of any govemmental 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 a current or former employee or agent 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. Nothing herein is intended to be construed as a waiver of the CITY'S sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. 15. RISK OF LOSS: The CITY assumes no responsibility whatsoever for any person or property that enters the USE AREA as a result of, or in connection with, the EVENT. In consideration of the execution of this Agreement by the CITY, the USER releases the CITY 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 USE AREA regardless of the cause, including such circumstances where it could be alleged that the CITY, or its employees, agents or contractors were negligent. USER does not agree to release the CITY for any and all liability which is determined to be caused solely due to the intentional or willful misconduct of the CITY, or their respective employees or agents. 16. CANCELLATION: All advance sums, or advance payments under this Agreement, shall be forfeited if, through the fault or action of the USER, the EVENT is cancelled before the USE PERIOD. USER may cancel the EVENT with written notice provided no later than one hundred eighty (180) days prior to the first day of the USE PERIOD. Late cancellations shall be deemed a default of this Agreement and will result in the acceleration of the Basic Use Rate, which shall become due to the CITY on the date of cancellation. The parties understand and agree that the CITY will be unable to find another user for the USE PERIOD in the event of a late cancellation and therefore, this acceleration of the Basic Use Rate shall be deemed as liquidated damages. USER shall be liable for interest on the principal of the Basic Use Rate at a rate of twelve percent (12%) per annum, or the maximum rate permissible by law if less for each day the amount remains unpaid. Notwithstanding, this acceleration of the Basic Use Rate shall not apply to cancellations due to Force Majeure. Provided the cancellation does not occur due to USER'S default or late cancellation, USER shall be entitled to a return of the DEPOSIT, or so much thereof that has not been applied to cover outstanding obligations, upon termination of the Agreement and satisfaction of USER'S remaining obligations, if any. In the event a return of the DEPOSIT is due, the CITY shall remit such DEPOSIT within sixty (60) days of the cancellation or termination of the Agreement. 17. DEFAULT: 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 CITY, at its sole option and in addition to all other rights and remedies available to it by law, upon written notice to USER may cancel and terminate this Agreement, and all payments, advances, or other compensation paid by USER pursuant to this Agreement, shall be forthwith retained by the CITY. In the event the default occurs within sixty (60) days from the first day of the USE PERIOD, the CITY may accelerate the Basic Use Rate in accordance with Section 16 above. Rev. 08012024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 18. CITY'S TERMINATION RIGHTS: (a) Termination for Convenience: The CITY shall have the right to terminate this Agreement for convenience, in its sole discretion, upon a thirty (30) days written notice to USER. Additionally, the City shall be able to terminate this Agreement at any time if, in the exercise of its reasonable discretion, the CITY determines that the EVENT is not in the best interest of the CITY due to circumstances beyond the CITY'S reasonable control. (b) Termination for Cause: The CITY shall have the right to terminate this Agreement immediately upon written notice and without liability to USER upon the occurrence of an event of default. (c) Other Termination Rights: The CITY shall have the right to terminate this Agreement in the event the THEATER is sold, condemned, or damaged due to natural or other causes preventing use of the THEATER, regardless of whether CITY is able to repair or make available other spaces. 19. PROMOTIONAL MATERIALS: USER hereby grants to CITY, its licensees, designess, and assigns, a royalty free, perpetual, worldwide, non- exclusive license to use, for any reason and via any medium, any and all materials collected by the CITY before, during, or after the EVENT, materials used to advertise the EVENT, or any photographs, telecasts, filming, or other materials created before, during, or after the EVENT, whether known or hereafter devised (collectively, the "Materials"). This license includes, but is not limited to, the right to photograph, edit, reformat, manipulate, telecast, rerun, reproduce, use, syndicate, license, display, print, distribute, and otherwise exploit the Materials, or any portion thereof, in any manner or media, for the promotion of the EVENT or THEATER. USER agrees and covenants to include the following statement in all materials used to advertise and/or promote the EVENT, via any medium: The views and opinions expressed in this program are those of the event organizer(s) and the speaker(s) and do not necessarily reflect the views or positions of the City of Miami, or any of its agencies, instrumentalities, officers, officials, and/or employees. 20. AWARD OF AGREEMENT: USER 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. 21. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: USER agrees to provide access to the CITY 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 CITY 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 CITY 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 CITY. The audit provisions set forth in s. 18-99 through s. 18-102 of the Code of the City of Miami, Florida, as amended, are applicable to this Agreement. 22. PUBLIC RECORDS: USER understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CITY contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable law. USER'S failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the CITY. 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. Rev. 08012024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 Should USER determine to dispute any public access provision required by Florida Statutes, USER shall do so in accordance with applicable Florida law, and shall do so at its own cost and expense. Any lawsuits filed against the CITY or Indemnitees in connection with 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@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE USER MAY ALSO CONTACT THE VENUE MANAGER WHO IS THE RECORDS CUSTODIAN FOR THE TOWER THEATER . 23. NONDISCRIMINATION: USER represents and warrants to the CITY 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 PERSONNEL: The CITY shall have authorized representatives with decision making authority, reasonably available at all reasonable times throughout the USE PERIOD for consultation with USER. 25. AUTHORITY TO 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. RELATIONSHIP OF PARTIES: This Agreement shall not be deemed or construed to create any agency relationship, partnership, or joint venture between the CITY 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. AS TO THE USER AS TO THE CITY: Name: Maria E. Banda-Rodaz Title: Officer Address: 5701 Sunset Drive, Ste. 286 Miami, Florida 33143 Email: mariarodazgareastage.org Rev. 08012024 Art Noriega City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 anorie gagmiamigov. com Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 gwysong@miamigov com Nathaly Castellon Tower Theater, Assistant Venues Manager 1508 SW 8th Street Miami, Florida 33135 ncastellongmiamigov.com 28. NONDELEGABILITY 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 CITY, which may be withheld or conditioned in the CITY'S sole discretion. 29. GOVERNING LAW; VENUE; ATTORNEY'S FEES: 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 CITY must bring an action to enforce the provisions of Section 14, in which case the CITY shall be able to recover its reasonable attorney's fees, each party shall bear their own respective attorney's fees. 30. CONFLICT OF INTEREST: USER is aware of the 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. FORCE MAEJEURE 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), epidemics, pandemics, war, invasion, act of foreign enemies, events in foreign countries that affect the CITY and its citizens, hostilities (whether war is declared or not), civil war, rebellion, 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. ELECTRONIC 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. WAIVER: No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made express in writing. Rev. 08012024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 34. WAIVER OF JURY TRIAL: 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. HEADINGS: Title and paragraph headings are for convenient reference and are not a part of this Agreement. 36. SEVERABILITY: 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. ENTIRE AGREEMENT: 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. ACKNOWLEDGEMENT: The Parties expressly acknowledge that each has read and understand each and 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. TRANSLATIONS: This document may translated from English into various other languages. However, such translation shall not alter, modify, reduce, diminish, or amplify the terms of this Agreement. If there is any conflict between the English version and any translated version, the English version of the Agreement shall prevail. 40. INTELLECTUAL PROPERTY 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 City's right to seek indemnification from USER as provided in this Agreement and shall include any claims made against the City by a third -party for infringement of any intellectual property rights arising out of or related to the EVENT. SIGNATURE PAGE FOLLOWS Remainder of Page Intentionally Blank Rev. 08012024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate official executed the AGREEMENT, this the day and year first written. "USER" By: Dce Signed b: (I o2ad89336F3a9s... Signature Maria Banda Rodaz Print Name Executive Di rector Title STATE OF September 26, 2024 1 09:04:19 EDT Date COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 20 by , who is ❑ personally known to me or ❑ has produced as identification and who did not take an oath. Notary Stamp: Rev. 08012024 Signature of Notary Public Taking Acknowledgment Print Name: Serial Number (if any): Commission Expires: Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 ATTEST: Signed by: BY: DocuSigned by: tYeF,us�. Tod i annon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: CITY OF MIAMI, a municipal corporation of the State of Florida BY 14:39:37 EDT �DocuSigned by: ,U None.T. r— o-ruega ` -A October 2, 2024 I 11: 29 :04 EDT City Manager APPROVED AS TO FORM AND CORRECTNESS: DocuSigned by: BY: • rrawAc BY: hisa Ill Pna.Q Ann -Mare Sharpe, Director . George K. Wysong III #24-2515/PMA Risk Management September 30, 2024 I 09:52:04 Bray Attorney September 30, 2024 I 14:18:12 EDT Rev. 08012024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT A — SPECIAL TERMS & CONDITIONS 1. PROMOTIONAL TICKETS: USER shall provide CITY with six (6) promotional tickets for renting the 250 seat theater and four (4) promotional tickets for renting the 100 seat theater for each EVENT film/presentation date, for purposes of promoting the THEATER. 2. MAXIMUM ATTENDANCE: USER understands that the maximum attendance at any one (1) EVENT is one hundred (100) and that USER shall not print more than one hundred one (101)/ tickets per day per EVENT. 3. ADULT -ONLY EVENTS: Any EVENT that meets the definition of an Adult live performance as that term is defined in s. 827.11, Florida Statutes, must take affirmative steps to prevent exposing children to an adult live performance in violation of s. 827.11, Florida Statutes. All advertising and promotional material, via any medium, for the EVENT must clearly identify the EVENT as "Adult -Only — Contains Sexual Content," and USER shall ensure no person under the age of eighteen (18) years old is granted entrance to the Theater during the EVENT. USER's violation of this section shall be deemed a default under this Agreement and the CITY may immediately stop an EVENT and cancel the remaining USE PERIOD, in addition to any other remedies available at law or equity. USER shall not be entitled to a refund of any kind or return of the DEPOSIT when an EVENT is stopped or cancelled pursuant to this section. 4. USE PERIOD: USER'S license to use and occupy the USE AREA expires, and USER must restore and vacate the USE AREA, at the time and dates indicated below. Notwithstanding, should USER exceed the USE PERIOD for any reason, then an additional fee of $52.50/hour, rounded up to the nearest hour and not including any Theater Staff Charges or Additional Charges that may be incurred, shall be applied to USER's total USE FEE. If USER anticipates needing more time than permitted during the USE PERIOD, then USER must contact the Auditorium Manager as soon as possible, however, no later than twenty-four (24) hours prior to the applicable USE PERIOD. Whether USER is permitted additional time beyond the USE PERIOD is at the sole and absolute discretion of the CITY. Any equipment or materials left in the USE AREA or THEATER 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. The USE PERIOD shall consist of the periods for presenting, rehearsing, setting up, and breaking down the EVENT as indicated on the following page: Page left intentionally blank Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 USE PERIOD* Event Commencement Termination Play 9/28/24- 7:30 PM 9/28/24- 10 PM SET UP 9/28/24- 1 PM DISMANTLE 9/28/24: 10 PM *Times and dates are subject to change in the sole discretion of the City. Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT B — FEE SCHEDULE 1. USE FEE: In consideration of the use of the USE AREA, USER shall pay to the CITY, a use fee, the specific amount of which shall be determined no later than forty-five (45) days prior to commencement of the USE PERIOD based on the unit fees included in Section 7 below ("USE FEE"). Should USER fail to provide sufficient details of the Event in order to determine the USE FEE at least forty-five (45) days prior to the commencement of the USE PERIOD then this Agreement may be terminated for cause in the CITY'S sole discretion. Any changes or adjustments to the USE FEE shall be formalized in writing and incorporated into this Agreement. The USE FEE shall include the Basic Use Rate, Theater Staff Charges, and Additional Charges, all as further described below. 2. BASIC USE RATE: The Basic Use Rate is determined by the number of rehearsals and performances based on the fees as authorized in Section 38-8 of the City of Miami Code of Ordinances, as amended ("City Code"). The Basic Use Rate includes normal janitorial service, house lights for ordinary use and air conditioning during the USE PERIOD, and use of equipment listed in the Stage Equipment List as further described in Exhibit "F" of the Agreement. 3. THEATER STAFF CHARGES: Theater Staff Charges are not included under the Basic Use Rate. Should USER require theater staff members to aide during presentation of the EVENT, then a fee of three hundred dollars ($300) for a four (4) hour EVENT, and four hundred fifty ($450) for an EVENT longer than four hours but less than eight (8) hours, per staff member shall be applied to USER's total USE FEE. For purposes of this section, an EVENT that requires staff members for two (2) or more consecutive days shall be calculated toward the total hours of the EVENT. If theater staff members are required beyond the eight (8) hours provided herein, then an additional fee of one hundred dollars per hour ($100/hour) per staff member shall be applied to USER'S total USE FEE. Should USER require theater staff members to aide in the setting up, rehearsal, or breakdown of the EVENT, one (1) theater staff member will be assigned to assist, oversee, and supervise operations in the THEATER. There will be no additional Theater Staff Charge for the first eight (8) hours, however, any additional time beyond eight (8) hours will result in an additional Theater Staff Charge of forty dollars per hour ($40/hour). For any Filming EVENT, one (1) theater staff member will be assigned to oversee and supervise operations in the THEATER at a rate of two hundred dollars for the first eight (8) hours of each Film Use Period ($200/Film Use Period). Any additional time beyond eight (8) hours will result in an additional Theater Staff Charge of forty dollars per hour ($40/hour). In addition to the above, the USER shall pay an additional Theater Staff Charge as a "during -event cleaning fee" in the amount of one hundred twenty dollars ($120). This Theater Staff Charge is for the CITY to provide sufficient staff to ensure the THEATER remains clean during the EVENT, including unforeseen incidents that require emergency cleaning. Except as specifically provided herein, USER shall be responsible for all staffing in connection with the use of the THEATER and/or film/presentation of the EVENT, including, but not limited to, ticket sellers/takers, ushers, stagehands, spotlight operators, etc. USER further agrees to use only those sound/lighting technicians that have been approved by the CITY to operate THEATER sound and/or lighting equipment. If the Auditorium Manager determines that it is in the best interest of the CITY to require additional staffing to be present for an EVENT, the USER shall be charged the fees as defined in this Section. 4. ADDITIONAL CHARGES: USER shall be responsible for the cost of all other supplies, services, or equipment not contemplated above that are required in connection with the EVENT ("Additional Charges"). Payment of Additional Charges incurred after this Agreement is executed shall be made no later than five (5) business days following the occurrence giving rise to such Additional Charge. Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 USER shall pay a non-refundable cleaning fee ("Cleaning Fee") of three hundred one dollars ($301) for up to four (4) hours of post -EVENT cleaning. Should additional cleaning be required beyond four (4) hours, then an Additional Charge of twenty-five dollars per hour ($25/hour) shall apply to USER'S total USE FEE. For Rehearsals, USER shall pay a Cleaning Fee of fifty dollars per rehearsal ($50/rehearsal) for post -rehearsal cleaning. 5. PAYMENT SCHEDULE: USER shall make payments in the following amounts no later than the times indicated below. Failure to make timely payment may result in the immediate termination of this Agreement and forfeiture of the DEPOSIT, as hereinafter defined. 1. The DEPOSIT, as further defined below, to be paid upon signing of this Agreement. 2. The minimum use fee, Four Hundred and 00/100 dollars ($400.00) for Theater 1 or Two Hundred and 00/100 ($200.00) for Theater 2, acknowledged to have been paid at the time of the Reservation. If not at time of Reservation, then it shall be paid upon signing this Agreement; 3. The remainder of the USE FEE shall be paid no later than thirty (30) days prior to the commencement of the USE PERIOD. Payment of Additional Charges incurred after execution of this Agreement shall be paid in accordance with Section 4 above. 6. DEPOSIT: USER shall pay, to CITY a DEPOSIT in the amount of one hundred five dollars per day ($105.00/day) of the USE PERIOD as well as a one hundred dollar ($100.00) cleaning deposit (both to be included in the definition of "DEPOSIT"). 7. FEE SCHEDULE: All applicable fees, except those Additional Charges unforeseen at the time of this writing, are included in the fee schedule included on the following page. 8. TICKET: a. TICKET SURCHARGE: USER agrees to pay to the CITY all applicable ticket surcharges as stated in Section 53-1(b) of the Code of the City of Miami and ordinance 10509 of the City of Miami, as amended. As adopted on October 26, 2017, 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 not later than the end of the EVENT, when the box office is settled b. COMPLIMENTARY TICKETS DISTRIBUTION & EVENT MONITORING: USER shall have right to distribute up to 1,000 complimentary tickets for the EVENT for promotional use without payment of a ticket surcharge. USER shall only pay a ticket surcharge on complimentary tickets actually used at the EVENT in excess of the 1,000 tickets authorized herein. USER shall not pay a ticket surcharge on complimentary tickets issued in excess of the above allotment of tickets authorized per event Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 day, but not used. Members and employees of the CITY or CITY shall have access to the premises to monitor and facilitate the EVENT. c. TICKET POLICY: USER agrees that all ticketed portions of the EVENT will be audited by the CITY'S Box Office Auditor and/or Manager. There will be no exceptions. USER agrees to submit a valid ticket manifest prior to the opening of the gates. There will be no exceptions. The CITY'S will hire a ticket counting staff with an attendance supervisor to track the number of patrons entering the facility and will report back to Executive staff at the end of the event their number to determine clients ticket sales. 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 CITY, including complimentary tickets. 1,000 to 9,999 tickets - $1,000.00 non-compliance fee 10,000 to 19,999 tickets - $2,000.00 non-compliance fee 20,000 + tickets - $3,000.00 noncompliance fee d. USER agrees that the USER will provide at USER'S cost all personnel required for ticket taking, gate control, and ticket counting, as necessary. e. USER agrees that all tickets must be tom in half at turnstiles and half must be returned to the patron entering the show. The CITY reserves the right to access and count all "drop" ticket stubs. f. In the event that the USER employs the ticket scanning method, as opposed to the method described in section 8.e: 1. USER ticket scanning personnel will not tear tickets in half and a drop count will not be used. 2. USER shall provide sufficient back-up scanners in the event of any scanner malfunction. In the event of a complete scanner failure, CITY may use alternative methods to maintain accurate counts of patrons attending the EVENT. 3. USER will provide CITY 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. Such method will apply to section 8.g below. g. In the event that the show's tickets are sold out, the CITY and USER agree to the following: 1. Ticket counting staff will not be required. 2. USER will pay the CITY the corresponding ticket surcharge, pursuant to section 53-2 of the Code of the City of Miami and ordinance 10509 of the City of Miami, as amended. 3. Ticket Surcharge will be due and paid no later than 12:15 a.m. of each day following show; and 4. Ticket Surcharge will be paid on every ticket sold, subject to the terms and conditions in section 8.a and 8.b h. USER agrees to pay all applicable taxes and service charges related to tickets. Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 FEE SCHEDULE Ticket Sales Unit Cost For -Profit Entity - Event 4 Hours or less $682.50 For -Profit Entity 2 Hours or less $420.00 Non -Profit Entity - Event 4 hours or less $630.00 Additional hours beyond 4 hours $52.50 Rehearsal Non event date after 5pm $210.00 Non event date before 5pm $105.00 on event day 4 hours or less $105.00 Aditional Hours $52.50 Rehearsal No performance $577.50 Rehearsal Cleaning $50.00 Filming 4 hours or less $735.00 8 Hours or less $892.50 More than 8 hours $1,050.00 Setup and Dismantle 8 hours or less $0.00 Additional Hour $52.50 In -House sound or light technician No tech $300.00 Light $300.00 Sound $300.00 Daily Event Tech1 SOUND $450.00 Daily Event tech2 $450.00 Additional HourTechl $40.00 Additional Hour tech2 $40.00 Rehearsal4 hrs or less Tech1 $100.00 Rehearsal4 hrs or less Tech2 $100.00 Extra Equipment Wireless Mic (Max2) $50.00 Lavaliers (Max2) $50.00 Top Intelligent Lights + Haze $400.00 Haze With House Lights $100.00 Bottom Int Lights + Haze $500.00 Top/Bottom Lights + Haze $800.00 Canes (Not Yet) $800.00 Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 Mist Machine $150.00 Front Projector $400.00 Back Projector $500.00 Piano $0.00 (2) Spot Lights $0.00 Marley Dance Floor (User will provide installation and tape) $100.00 Screen (9x12) $250.00 20 Mbps Upload Streaming $100.00 Additional Expenses Alcohol/Food $150.00 Overnight $150.00 Lobby Media Exclusivity $100.00 Oversize Backdrop $150.00 Additional Rooms (5) $50.00 Deluxe Podium $50.00 Cleaning Crew Event $120.00 Concession Stand (Not Yet) $500.00 Loading Dock (Not Yet) $150.00 Theater Cleaning $301.00 Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT C — USE AREA 1. USE AREA: The following areas, as further depicted in the sketch below, shall be considered the USE AREA for purposes of this Agreement: X 100 Seat Theater 250 Seat Theater USER shall not be permitted to remove any lighting equipment from their original setting under any circumstances. USER may not change the lighting equipment's original positioning or focusing or reprogram the lighting computer without the CITY'S prior written approval and supervision. In the event the CITY approves of such changes, USER shall return all lighting equipment and lighting computer programming to its original position/focus/program upon conclusion of the EVENT. The costs of any such approved changes and restoration shall be borne by USER. Any violation of this Section shall be grounds for the immediate termination of this Agreement and the CITY may pursue any remedies at law or equity against USER for damages arising from said violation. Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT D - INSURANCE REQUIREMENTS: L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured (Endorsement is required) Primary Insurance Clause Contingent and Contractual liability Premises and Operations Liability IL Business Automobile Liability (If Applicable) A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation (IF APPLICABLE) Limits of Liability Statutory -State of Florida Employer's Liability C. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Host liquor/Liquor Liability (IF APPLICABLE) D. Limits of Liability Each occurrence $1,000,000 Aggregate $1,000,000 The Department of Risk Management reserves the right to solicit additional coverage or higher limits of liability as may be applicable. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 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. Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT E — TULIP INSURANCE TULIP Class One Events Antique Shows Art Festivals and Shows Auctions Award Presentations Ballets or other Classical Dance Shows/Recitals Beauty Pageants Body Building Contests Business Meetings or Shows Chamber of Commerce Events Charity Benefits, Dances, Auctions or Sales Choirs — Indoors Church Services or Meetings Civic Club Meetings Classical Dance Shows Classical Music Concerts - Indoors Concerts — Celtic Music Concerts — Chamber Music Concerts — Holiday Music Concerts — Instrumental Consumer Shows Dance Competitions Dance Recital TULIP Rating Schedule Daily Attendees (Spectators/Participants) A. 1 - 100 B. 101 - 500 C. 501 - 1,500 Daily Attendees (Spectators/Participants) A. 1 - 100 B. 101 - 500 C. 501 - 1,500 Fashion Shows Flowers Shows Funeral Service Graduations Holiday Events & Parties Home Shows Jam and Jazz Concerts — Indoors Job Fairs - Indoors Ladies Club Events Lecturers Meeting (indoors) Pageants Professional and Amateur Association Meetings Reunions — Indoors Seances Seminars Social Receptions Speaking Engagements Story Teller Symphony Concerts Teleconferences Telethons Voter Registration A. Total Event Rates (1-4 Days) Class I $75.00 100.00 150.00 Class II $100.00 135.00 185.00 B. Total Event Rates (5 or More Days) Class I Class II $95.00 140.00 235.00 $170.00 215.00 355.00 Class III $150.00 200.00 310.00 Class III $300.00 360.00 455.00 * Add 10% to the premium for each Additional Insured (other than the programs sponsor and venue), up to a maximum of $1,000.00. Handling Fee: $35.00 Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 TULIP Class Two Events Bingo Games Carnivals — School Events with no mechanical Christmas Tree Lighting Clowns — No Motorized Vehicles Comedians Concerts — 50's, 60's 70's or 80's Music Concerts — Blues Music Concerts — Country Music Concerts — Folk Music Concerts — Funk Music Concerts — Motown Concerts — Soul Music Dog, Cat, Bird & Other Domestic Animal Shows/Events Festivals and Cultural Events — Indoors Impersonator — Celebrity or Holiday Character Impressionist Jugglers (No Pyro) Magician Mariachi Band School Band Competitions or Events Union Meeting TULIP Rating Schedule Daily Attendees (Spectators/Participants) A. 1 - 100 B. 101 - 500 C. 501 - 1,500 A. Total Event Rates (1-4 Days) Class I Class II Class III $75.00 $100.00 $150.00 100.00 135.00 200.00 150.00 185.00 310.00 B. Total Event Rates (5 or More Days) Daily Attendees Class I Class II Class III (Spectators/Participants) A. 1 - 100 $95.00 $170.00 $300.00 B. 101 - 500 140.00 215.00 360.00 C. 501 - 1,500 235.00 355.00 455.00 * Add 10% to the premium for each Additional Insured (other than the programs sponsor and venue), up to a maximum of $1,000.00. Handling Fee: $35.00 Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 TULIP Class Three Events Aerobics and Jazzercise Classes or Events Casino and Lounge Shows Cheerleading Events/Competitions (no Pyramids) Comedy shows Concert — Pop Cover Bands Film Screenings Film Showings Gymnastic Competitions — Spectators Only Halloween — Costume Contests Magic Show Old Timer Event Play Readings Plays Proms Talent Show (No Rap, Hip Hop, Heavy Metal shows) Tap Dancing Theatrical Stage Performances Wine Tasting TULIP Rating Schedule Daily Attendees (Spectators/Participants) A. 1 - 100 B. 101 - 500 C. 501 - 1,500 A. Total Event Rates (1-4 Days) Class I $75.00 100.00 150.00 B. Total Event Rates (5 or More Days) Class II Class III $100.00 $150.00 135.00 200.00 185.00 310.00 Daily Attendees Class I Class II Class III (Spectators/Participants) A. 1 - 100 $95.00 $170.00 $300.00 B. 101 - 500 140.00 215.00 360.00 C. 501 - 1,500 235.00 355.00 455.00 * Add 10% to the premium for each Additional Insured (other than the programs sponsor and venue), up to a maximum of $1,000.00. Handling Fee: $35.00 Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT H - CORPORATE RESOLUTION OR OTHER PROOF OF AUTHORITY WHEREAS, Area Stage Inc ("Company") desires to enter into an agreement ('ompari's Legal Name with the City of Miami substantially in the form of the agreement to which this Resolution is attached (the "Agreement"); and WHEREAS, the Board of Directors or Managing Members as applicable ("Governing Body") at a duly held meeting has considered the matter in accordance with the company's by-laws; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY that the Company intends to enter into the Agreement with the City of Miami and be bound by its terms and the Maria Rodaz Name of Authorized Person ("Authorized Person") as Title officer Title of Authorized Person of the Company is hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other documents and perform any acts in connection therewith as may be required to accomplish its purpose. September 11, 2024 1 16:00:51 EDT IN WITNESS WHEREOF, this day of 20 a-1 SSii7d by: BY: Witness Signature John Rodaz Day Witness Name Rev. 11052023 BY: Month Year DocuSigned by: ‘.— orso4eAzerz4,ss... Chairperson of Governing Body or Authorized Officer Affix Corporate Seal if applicable Page H-1 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT G - ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual 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 City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor 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: Area Stage, Inc. Name: IVts'ia-Rodaz Title: Officer Signature: ,QV 326F22t39 Office Address: 5701 Sunset Drive, Suite 286, Miami, Florida 33143 Email Address: mariarodaz@areastage.org Main Phone Number: Rev. 08152024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT H — APPLICATION Rev. 08152024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 Eit of 4iztmi Date: September 11, 2024 I 16:00:51 EDT VIA ELECTRONIC MAIL Area stage Inc Maria Rodaz 5701 Sunset Drive Suite 286 Miami, FL 33143 mariarodaz@areastage.org RE: Reservation of the Tower Theater Miami on Date of the Event To whom it may concern, ARTHUR NORIEGA, V. City Manager The City of Miami, Department of Real Estate and Asset Management, which manages the Tower Theater Miami ("Theater") located at 1508 SW 8th Street, Miami, Florida 33130, received your application for the use of the Theater for purpose of P1 aY ("Event"), more specifically described in the attachment to this correspondence. Your reservation for the use of the Theater for the Event is contingent on the following conditions: 1 A refundable deposit in the amount of $ 210 ($105.00/day) ("Deposit") to be paid to the City of Miami within seven (7) days of the date of this letter by ACH, cashier's check, credit card, or wire transfer. Applicable City information will be provided upon request. The Deposit shall be applied to the total Use Fee once determined. If the event is canceled, this deposit shall represent the cancellation fee. 2. In addition, the minimum use fee in the amount of n $400.00 for Theater 1 or Q $200.00 for Theater 2 shall be paid to the City of Miami within seven (7) days of the date of this letter by by ACH, cashier's check, credit card, or wire transfer. Applicable City information will be provided upon request. The Deposit shall be applied to the total Use Fee once determined. 3. Execution of a Use Agreement with terms acceptable to the City Manager and in a form acceptable to the City Attorney. The Use Agreement must be signed and returned along with the deposit described above. Failure to execute a Use Agreement timely will result in a cancellation of your Event. The following days will be reserved for your Event upon completion of the above conditions: 09/28/24 through 09/29/24 . These days are non -assignable. Should you have any comments or questions, please contact Yunior Santana at ysantanaAmiamigov.com. Enclosed: - Application DocuSigned b 02504B9326F2439... DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT 444 S.W. 2nd Avenue, 3rd Floor, Miami, FL 33130 / (305)416-1450 Fax: (305)416-2156 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 EXHIBIT I — CERTIFICATE OF INSURANCE Rev. 02162024 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 / A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09/09/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NEA Insurance Group, LLC 8700 W. Flagler St., Suite 401 Miami FL 33174 CONTACT Tracie Mitchell NAME: PHONE o, Ext): (305) 221-2400 FAX No): (305) 221-2411 E-MAIL titchell@avante-nea.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURER A: Philadelphia Indemnity Insurance Company 18058 INSURED Area Stage, Inc. 5701 Sunset Drive Suite 286 Miami FL 33143 INSURER B : U.S. Specialty Insurance Company 29599 INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CL245712893 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y PHPK2684684 05/07/2024 05/07/2025 EACH OCCURRENCEDAMAGE $ 1,000,000 CLAIMS -MADE X OCCUR TO RETED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GENIIAGGREGATE P POLICY OTHER: X LIMIT APPLIES JECT PRO PER: LOC GENERAL AGGREGATE $ 2'000'000 PRODUCTS - COMP/OPAGG $ 2,000,000 Sexual/Physical Abuse $ 1,000,000 AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY �/ /� SCHEDULED AUTOS NON -OWNED AUTOS ONLY PHPK2684684 05/07/2024 05/07/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B Inland Marine U24CU1172600 06/19/2024 06/19/2025 Leased/rented Equipment Value $118,014 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder listed as additional insured on a primary and non contributory basis. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Miami/Tower Theatre ACCORDANCE WITH THE POLICY PROVISIONS. 1508SW8thSt AUTHORIZED REPRESENTATIVE y `" 4*— — Miami FL 33135 �i' ' I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 DIVISION OF CORPORATIONS f . i( 1 ,org YEIDPI 5f an official liar! Flofielii Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Not For Profit Corporation AREA STAGE INC Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Principal Address 5701 Sunset Drive Suite 286 Miami, FL 33143 Changed: 03/19/2020 Mailing Address 5701 Sunset Drive Suite 286 Miami, FL 33143 N34416 65-0238519 09/29/1989 FL ACTIVE AMENDMENT AND NAME CHANGE 10/20/2023 10/12/2019 Changed: 03/19/2020 Registered Agent Name & Address RODAZ RODRIGUEZ, JOHN C 1325 BIRD ROAD CORAL GABLES, FL 33146 Name Changed: 09/13/2018 Address Changed: 05/20/2009 Officer/Director Detail Name & Address Title Officer Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 BANDA-RODAZ, MARIA E 1325 BIRD RD CORAL GABLES, FL 33146 Title D ALVAREZ, FRANK 10661 NORTH KENDALL DR. MIAMI, FL 33176 Title Officer RODAZ, JOHN 1325 BIRD ROAD CORAL GABLES, FL 33146 Title Director TERE, BATISTA 500 SOUTH DIXIE HIGHWAY CORAL GABLES, FL 33146 Title Director VanNatta, Donald ESPN 19 E 34th Street New York, NY 10016 Title Director Del Pino, Ligia 12801 SW 64th Ct Pinecrest, FL 33156 Title Chairman Poses, Sara 4045 Malaga Ave. Miami, FL 33133 Title Advisory Board Member Caserta, David 15165 NW 77th Ave. # 1001 Miami Lakes, FL 33014 Title Advisory Board Member Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 Isaac, Oscar 9560 Wilshire Blvd. # 500 Beverly Hills, CA 90212 Title Advisory Board Member Whitelaw, Arthur 11770 Griffin Blvd Biscayne Park, FL 33161 Title Treasurer Oscar, Caceres 333 SE 2nd Ave Suite 3600 Miami, FL 33131 Title Director Lee, Rubin 6700 SW 57th Terr Miai, FL 33143 Title VP ARZA, HUGO 701 BRICKELLAVE MIAMI, FL 33131 Title Director May, Brian 235 Catalonia Avenue Miami, FL 33134 Title Director Anthony -Moore, Kenya 9870 Hammocks Blvd, Apt 107 Miami, FL 33196 Title Director Secada, Jon 7850 SW 68th Avenue South Miami, FL 33143 Title Director Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 Hager, Erin 600 Sierra Circle Coral Gables, FL 33156 Title Secretary Mopsick, Helen 127 S Hibiscus Dr Miami Beach, FL 33139 Title Director Hager, John 600 Sierra Circle Coral Gables, FL 33156 Title Director Maritere, Secada 7850 SW 68th Ave South Miami, FL 33143 Title Director Burstein, Harvey 1775 Washington Ave PH2 Miami Beach, FL 33139 Title Director Mara, Carolyn 630 Sunset Dr Coral Gables, FL 33143 Title D ACLE, EDWARD 13505 SW 72 AVE PINECREST, FL 33156 Title Artistic Director, Officer Giancarlo, Rodaz 6265 Sunset Dr South Miami, FL 33143 Annual Reports Report Year Filed Date 2022 2023 02/17/2022 01/25/2023 Docusign Envelope ID: CDA1 C96F-EBC4-4DB4-AE02-68599C9E3FA1 2024 02/05/2024 Document Images 02/05/2024 -- ANNUAL REPORT 10/20/2023 -- Amendment and Name Change 01 /25/2023 -- ANNUAL REPORT 02/17/2022 -- ANNUAL REPORT 02/02/2021 -- ANNUAL REPORT 03/19/2020 -- ANNUAL REPORT 10/12/2019 -- REINSTATEMENT 09/13/2018 -- ANNUAL REPORT 07/02/2017 -- ANNUAL REPORT 02/24/2016 -- REINSTATEMENT 06/10/2014 -- ANNUAL REPORT 01 /28/2013 -- ANNUAL REPORT 02/08/2012 -- ANNUAL REPORT 01/12/2011 -- ANNUAL REPORT 02/16/2010 -- ANNUAL REPORT 05/20/2009 -- ANNUAL REPORT 07/24/2008 -- ANNUAL REPORT 06/19/2007 -- ANNUAL REPORT 09/06/2006 -- ANNUAL REPORT 08/23/2005 -- ANNUAL REPORT 01/05/2005 -- REINSTATEMENT 09/22/2003 -- REINSTATEMENT 07/14/2002 -- ANNUAL REPORT 08/01/2001 -- ANNUAL REPORT 09/18/2000 -- ANNUAL REPORT 09/22/1999 -- ANNUAL REPORT 05/20/1998 -- ANNUAL REPORT 09/18/1997 -- ANNUAL REPORT 03/08/1996 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations Olivera, Rosemary From: Dominguez, Maria Sent: Wednesday, October 2, 2024 3:32 PM To: Hannon, Todd; Ewan, Nicole; Bailey, Deborah A; Olivera, Rosemary Cc: Castellon, Nathaly Subject: Executed-TT-ID#24-2515-9.28.24-Area Stage Inc-TS2 Attachments: Executed-TT-ID#24-2515-9.28.24-Area Stage Inc-TS2.pdf Good afternoon, Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Maria Dominguez Administrative Aide I City of Miami — Dept. of Real Estate & Asset Management "DREAM" Tower Theater -1508 SW 8 ST Miami, Fl 33135 mdominguez(dmiamigov.com (305) 960-2938 TQLUER SHEHTER 1