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25520
AGREEMENT INFORMATION AGREEMENT NUMBER 25520 NAME/TYPE OF AGREEMENT ASCENSION LINGERIE & SWIMSUIT LLC DESCRIPTION USE AGREEMENT/USE AGREEMENT/TOWER THEATER/PHOTOSHOOT/MATTER ID: 25-608 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 3/25/2025 DATE RECEIVED FROM ISSUING DEPT. 3/27/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DREAM DEPT. CONTACT PERSON: Yunior Santana EXT. 305-960-4686 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Ascension Lingerie & Swimsuit IS THIS AGREEMENT TO BE EXPEDITED/RUSH TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY): USER AGREEMENT ❑ YES NO FUNDING INVOLVED? OYES NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (DETAILED SUMMARY): Photoshoot COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: This is a Tower Theater event which the use is consistent with the function of the facility ROUTING INFORMATION Date PLEASE PRINT AND SIGN PRINT: Andrew Frey SIGNATURE: —DocuSigned by: AA66,..3 Fre �9a.Boa_6.�acF� APPROVAL BY DEPARTMENTAL DIRECTOR March 21, 2025 I 15:20:36 EDT PRINT: SIGNATURE: "—DocuSigned by: FratA,� aom `._ 27395C631$2a 4F7 SUBMITTED TO RISK MANAGEMENT March 21, 2025 I 17:48:33 EDT PRINT: GEORGE K. WYSONG SIGNATURE: III —DocuSigned by: at-brOt, - \--8. SUBMITTED TO CITY ATTORNEY 25-608 March 24, 2025 I 13:23:48 EDT I .j ` PRINT: Larry Spring SIGNATURE: 7- E9FL8324%f DocuSigned by: ClAini Spviv C9.n9Rn2B97F_54 APPROVAL BY ASSISTANT CITY MANAGER March 24, 2025 1 13:39:19 EDT PRINT: NATASHA COLEBROOK-WILLIAMS SIGNATURE: DocuSigned by: F1/4/41‘.44 Gnat APPROVAL BY DEPUTY CITY MANAGER March 25, 2025 I 11:11:30 EDT PRINT: ART NORIEGA, V SIGNATURE: 84B7009 SDEAa DocuSigned by: A• NoneS., FRhOCF C372DD42 RECEIVED BY CITY MANAGER March 25, 2025 I 17:52:25 EDT SUBMITTED TO THE CITY CLERK March 25, 2025 I 20:14:29 EDT PRINT: TODD B. HANNON ,—DocuSigned by: SIGNATURE: C '—E46D7560DCF1459. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 USE AGREEMENT FOR EVENT SPACES OLYMPIA THEATER This USE AGREEMENT (hereinafter "Agreement") is effective as of the Effective Date, as such term is defined in Exhibit A, by and between the City of Miami, a municipal corporation in the State of Florida (hereinafter "CITY,") and USER, as such term is defined in Exhibit A. 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 Olympia Theater located at 174 E Flagler St. Miami, FL 33131, hereinafter referred to as the "THEATER"; and WHEREAS USER wishes to use the THEATER for purposes 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 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 — Use Area Exhibit C — Insurance Requirements Exhibit D — TULIP Insurance Exhibit E — Corporate Resolution or Other Proof of Authority Exhibit F — Anti -Human Trafficking Affidavit Exhibit G — 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 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 & USE PERIOD: The CITY hereby grants USER a temporary, non-exclusive and revocable 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. 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 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 Rev. 20250211 Page 1 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 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 USE AREA beyond the USE PERIOD, the same shall be considered a breach of this Agreement and USER shall be responsible under this Agreement for all other fees and costs incurred by the City as a result of the same. In no event shall the aforementioned language restrict the CITY from pursuing such remedies in equity or law available to it for USER's failure to comply with the timeframes specified herein. Should USER exceed the USE PERIOD for any reason, then an additional fee of $52.50/hour, rounded up to the nearest hour, 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 Venues 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. The above -referenced fees are in addition to any Theater Staff Charges or Additional Charges that may be incurred. Any equipment or materials left in the USE AREA 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. 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 B attached hereto. Notwithstanding any language to the contrary, the CITY retains the right to enter and access the USE AREA at any time during the USE PERIOD as it deems necessary. USER shall not prohibit or restrict the CITY'S access to the USE AREA at any time. In no event shall USER's utilization of the site for the EVENT extend beyond the USE AREA. USER RECOGNIZES THAT THE THEATER IS ACTIVELY UNDERGOING CONSTRUCTION AND REPAIR AND THAT CERTAIN AREAS ARE NOT AVAILBLE FOR USE OR ACCESS BY USER, ITS EMPLOYEES, AGENTS, OR INVITEES. USER shall not enter or otherwise have access to the portions of the THEATER other than the limited USE AREA. By its execution of this Agreement, USER acknowledges and accepts the foregoing and shall take all necessary steps to ensure that neither USER's employees, agents, nor attendees will enter or access the portions of the THEATER undergoing construction or otherwise restricted by City staff. USER recognizes that neither lighting nor audio is available in the USE AREA and that USER must bring their own production equipment, the installation of which may not proceed without the prior approval and supervision of the Venues Manager. USER shall not be permitted to move, adjust, or remove any City's owned fixtures or equipment from their original setting under any circumstances without the prior approval and supervision of the Venues Manager. In the event the CITY approves of such changes, USER shall return all equipment 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. 6. CONDITION OF USE AREA: USER has inspected, or has been given the opportunity to inspect, the USE AREA, prior to Rev. 20250211 Page 2 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 execution of this Agreement, and accepts it in its present condition and agrees to maintain and return the same in its preexisting or better condition upon conclusion of the EVENT. USER shall not construct, erect, or install any fixtures within the THEATER, including but not limited to the USE AREA, without the Venue Manager's prior written approval, which may be withheld in the Venue Manager's sole and absolute discretion and may be conditioned upon further restrictions or conditions as may be prescribed by the CITY. Upon the conclusion of the EVENT, USER will diligently commence and continuously work to restore the USE AREA and all other affected areas of the THEATER to the same or better condition as provided, subject to CITY's sole and absolute approval, which may be withheld or conditioned. USER shall complete all restoration no later than the completion of the USE PERIOD. USER shall make a qualified representative available to review, discuss, and implement a course of action in the event there is damage to the THEATER. An inspection of the USE AREA with USER's qualified representative and a CITY representative will be made upon conclusion of the EVENT. Should the USER fail to complete the THEATER's restoration on or before the conclusion of the USE PERIOD, including repairs of all damage, the CITY shall have the authority to seek all legal and equitable remedies available to it, including, but not limited to, application of the Deposit. The City shall further have the right, but not the obligation, to restore applicable portions of the THEATER, at its sole discretion and at the expense of the USER, which may be imposed as an ADDITIONAL CHARGE. 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 in part or in full, 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. 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. CITY AS OWNER. The CITY is entering into this agreement in its capacity as owner of the THEATER and not in its regulatory capacity as a municipal corporation. Accordingly, USER acknowledges that nothing in this Agreement shall prejudice the CITY's regulatory authority to impose requirements or conditions which are required by Federal, State, County, and/or City ordinances and zoning regulations or are otherwise necessary to ensure the public health, safety, and welfare of the citizens of the CITY. The CITY reserves the right to evaluate all applications for permits for compliance with all existing laws, ordinances, and regulations controlling the issuance of permits for construction. No approvals granted pursuant to this Agreement shall waive the requirement for USER to obtain all regulatory approvals from the City or other regulatory authority as may be required by applicable laws. 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 F. 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. Rev. 20250211 Page 1 3 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 8. COMPENSATION: USER shall pay to the CITY the USE FEE as defined in Exhibit A in consideration of the use of the USE AREA. Additionally, USER shall pay all other fees and costs due to the CITY under this Agreement, including, without limitation, any fees or costs imposed upon the THEATER or its underlying property in connection with the EVENT and any costs for applicable support staff provided by CITY pursuant to the terms of this Agreement ("ADDITIONAL CHARGES"). Without limitation of the foregoing, 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 explicitly 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 shall submit to the CITY the USE FEE in the following manner: • Ten percent (10%) of the USE FEE, which is a non-refundable deposit, due within seven (7) calendar days of the initial request; • Forty percent (40%) of the USE FEE, which is also a non-refundable deposit, due within sixty (60) calendar days prior to the commencement of the EVENT; and • The remaining fifty percent (50%) of the USE FEE due thirty (30) days prior to EVENT. Except as otherwise explicitly provided herein, the ADDITIONAL CHARGES shall be paid to the CITY within thirty (30) days after the conclusion of the USE PERIOD. 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. 10. SECURITY: USER shall provide at USER'S cost, all necessary perimeter/event security and police officers to be determined by the CITY'S Police Department and the CITY. 11. 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. 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. 12. INSURANCE: USER shall obtain and maintain in force for the USE PERIOD, General Liability Insurance on a Rev. 20250211 Page 4 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 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 C and D 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) 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. The CITY, in its sole discretion, may require additional insurance coverages beyond those listed in Exhibits C and D 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. 13. INDEMNIFICATION: To the fullest extent permitted by law, USER agrees to indemnify, defend, covenant not to sue, and hold harmless forever the CITY, its officials, officers, agents and employees (individually, Indemnitee and collectively the "Indemnitees"), from and against all claims, losses, liabilities, judgments, damages, costs, expenses, demands, penalties, fines, and suits, including but not limited to fees and expenses of attorneys, experts, consultants, and all other costs and liabilities (collectively referred to as "Liabilities") arising out of or related to, or alleged to arise out of or be related to the performance, condition, or existence of (i) the EVENT and/or the use of the THEATER, (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 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 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. USER shall further require all of its employees, guests, and invitees to execute appropriate releases, holding the City harmless and releasing the City from any liability in connection with their visit of the Theater. USER shall: (a) at its own cost, expense, and risk, defend any and all claims, demands, and suits defined in this Agreement that may be brought or instituted against any Indemnitee by any third party, including but not limited to any governmental, state, or local agency, or any employee of USER and any party for whose acts they may be responsible; and (b) reimburse the Indemnitee for any and all legal, expert, consultant, and administrative fees and costs, all other fees and costs of litigation, arbitration, or mediation as may be applicable and related expenses incurred by any of them in connection herewith or in enforcing the indemnity granted in this section. Indemnified Parties retain the right to approve counsel to be employed in their defense. This indemnity provision shall: (a) survive the termination of this Agreement and shall continue in effect until the expiration of the corresponding statute of limitations or the tolling thereof; (b) extend to claims occurring after termination of this Agreement or completion of the USER Rev. 20250211 Page 5 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 PERIOD; and (c) shall not be limited in any manner by the USER's insurance coverage under this Agreement. 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. 14. RISK OF LOSS: The CITY assumes no responsibility whatsoever for any person or property that enters the THEATER 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 THEATER regardless of the cause, including such circumstances where it could be alleged that the CITY, or its employees, agents or contractors were negligent. 15. 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 USE FEE, 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 USE FEE shall be deemed as liquidated damages for such cancellation. USER shall be liable for interest on the principal of the USE FEE 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 USE FEE shall not apply to cancellations due to Force Majeure. 16. 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 USE FEE in accordance with Section 16 above. 17. 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 thirty (30) days' written notice to USER. (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 immediately and without prior written notice in the event that (i) 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, (ii) in its sole discretion the CITY determines that the EVENT must be cancelled to preserve health, safety, or welfare of its employees, USER, invitees, or the public, or (iii) the CITY determines that the EVENT must be cancelled due to circumstances beyond the CITY'S reasonable control. 18. PROMOTIONAL MATERIALS: USER hereby grants to CITY, its licensees, designees, 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, Rev. 20250211 Page 6 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 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." 19. 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 SECURITY DEPOSIT when an EVENT is stopped or cancelled pursuant to this section. Additionally, any EVENT described herein shall be subject to and comply with City Code Section 2-777. 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. 20250211 Page 17 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 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 CITY: Art Noriega City Manager WITH A COPY TO: George K. Wysong III City Attorney Rev. 20250211 Page 1 8 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 anoriega@miamigov.com Yunior Santana Venues Manager 900 SW 1st Street Miami, Florida 33130 ysantana@miamigov.com AS TO THE USER: Refer to Exhibit A 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 law@miamigov.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. Each party shall bear their own respective attorney's fees in any dispute arising out of or in connection with this Agreement. 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. 20250211 Page 19 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 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 be 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 PAGES FOLLOW Rev. 20250211 Page 1 10 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 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: DocuSigned by: ZVI ERTEL SigriffteelCDA1593405... Zvi Ertel Print Name MGR Title If Individual, notarize below STATE OF COUNTY OF March 21, 2025 1 10:55:06 PDT Date 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: Signature of Notary Public Taking Acknowledgment Print Name: Serial Number (if any): Commission Expires: Rev. 20250211 Page11 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 Signed by: ATTEST: BY: DocuSigned by: E46D756g9GF4459... Todd B. Hannon City Clerk March 25, 2025 1 20:14:29 EDT APPROVED AS TO INSURANCE REQUIREMENTS: ,-DocuSigned by: BY: FV''" tbwktilj Anna e' niarpe, Director Risk Management March 21, 2025 1 17:48:33 EDT CITY OF MIAMI, a municipal corporation of the State of Florida BY: DocuSigned by: Ar4 N0rieS.. SUCT6C3TZDCD212A... Art Nonega City Manager March 25, 2025 1 17:52:25 EDT APPROVED AS TO FORM AND CORRECTNESS: BY: DocuSigned by: rautrot, 00(isbi4 Ill 88770E9FC88248B... George K. Wysong III City Attorney 25-608 ^ March 24, 2025 1 13:23:48 EDTI l -J Initial Rev. 20250211 Page12 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 EXHIBIT A — SPECIAL TERMS & CONDITIONS TO THE USE AGREEMENT FOR EVENT SPACES OLYMPIA THEATER 1. "Effective Date" shall mean: March 25, 2025 1 20:14:29 EDT 2. "USER" shall mean: ASCENSION LINGERIE AND SWIMSUIT LLC , a Florida Limited Liability Company with aprineipal address located at: 3520 NW 46TH ST. Miami, FL 33142 3. "EVENT" shall mean: Filming 4. "USE FEE" shall mean: $ 1 ,000.00 5. Notices to USER as provided in Section 27 above shall be made to: Name Zvi Ertel Title M G R Address 3520 NW 46TH ST. Miami, FL 33142 Email Address zvi@dana-co.com 6. USE PERIOD*: Event Commencement Termination Photoshoot 03/25/2025 - 8:00am 03/25/2025 - 11:59pm *Times and dates are subject to change in the sole discretion of the City. 7. PROMOTIONAL TICKETS: USER shall provide CITY with eighteen (18) promotional tickets for renting the THEATER for each EVENT film/presentation date, for purposes of promoting the THEATER. The tickets will be numbered VIP Box 1 to VIP Box 18. Tickets will be provided to the CITY no later than fifteen (15) days prior to the commencement of the EVENT. 8. MAXIMUM ATTENDANCE: USER understands that the maximum attendance at any EVENT to be located in the THEATER is one thousand (1000) persons per day and that USER shall not print more than one thousand (1,000) tickets for entrance into the THEATER. Rev. 20250211 PageA - 1 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 EXHIBIT B — USE AREA USE AREA: The following area shall be considered the USE AREA for purposes of this Agreement. Access shall not be granted to the area identified as "2ND BALCONY RESTRICTED TO THE PUBLIC" I"IIr r Fr CENT CENTER 3ER: ,6 o el I❑ PIT RIGHT CENTER 16 'In .TER: T5. I� t ��iL ,�� l BACKSTAGE L_ ORCHESTRRA 4, 215 oRCHcsTR�A CENTER RA ORCHESTRA RIIGHT C41 2l6 LEFT. SEATING: I74 \ I - MEZZANINE MELLANINE LEFT CENTER: MEZZANINE LEFT 29 45 aMEZZANINE I� _ /i''\ '.I II ~�AA E STAGE T GIs MEZZANINE46 CENTER RIGHT=29 �+ �' ` PIT LEVEL 1� � s _ ```�i 1 2;;GNir LW BB o96 °P oHnL 4a7�/�Cee , o©QQ o©®nr,nui.noamm o oee `Vj CC ���TTTv ©pa a©©naoen0amo HT ;sT aAEVLEFT CENTER: RGHT NN o P/TCE Or)© nNc• �s] �� 1 '♦ REA NOT CC6SIBLE a 0 0 0 o uirimffl A A ADO© PR CENTER PR O�Oe' 1 I OI N 4 C • f { L) (OR) ee, pa©O r { �rfm e 8 `!` O ��® 0©©O©OOO °m m� 00, - C R .- H (OL) 1 (OR) ° Q`� © �1 (i©o© ©O I©�` o©0F7r° �� � �C�� o�` ° � ( i 01 T(o C) FR Hr roc) ° �� A E �� - �© Q op op©©o oaa000eooam�am �A ©pOo 00 B13 (0C) Et ( L) 01 (ORC) , (ore) I ©/ C mm°000 ooeo oa©o©nonoammm o©ov©0000�o C \!©� \ otalava�lable eats.t3]0 IIi ryp © �Opaa©ooeoTpoeo� fi�l 2I 0 @° ap000 o©o0©e0oemmmmd oa©° 00 ® ' @mSp0 D4ipa©� 0©©p©ee°O¢m�®� H©afl @p. rw01P- � © � oflAO0-° kiZOA @mo@p4800, e 0, ■e©e'L3nee�mmlt®a `*p°?e, ©©0 ft L �Ym °p_o°© °J O oFla.nen�nm_WE PIL- e��©1311 ©0 N @m��ODpp�a©O 01111tL.a Bn2lm r ,- p°°p©°°p-0,10, N 0 @ PR. 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' p ao©°�©0,7 Q�"© ©'l` ©o®DO°p one, SOUND BOOTH a' ° g' GftCHESIRA LEFT CENTER ORCHESTRA CENTER ORCHESTRA RIGHT CENTER oO ., o�. ©Oo© r A. --.' �m pO©po© ea©0000 Si.IDm:� poo p °©©p�o©Da©ci m Ito ` on,-- J 41,.....3. mspOp°aoaaREMa8€a.L�©©°©oppO�mI..f , ©ne ©v �O.` O©©` Ezz ..ce ®ago©oo©o,�o© k� ccNtEa uEZr Z^ENiE iop O�Op01� J QO p' o \_ O00' a ©® -.., . ..0 gym 07, o© mm n-n-L" o°° . ©© e W QFr.��0 © '' o©°oho Oa004 �mILLL■1o0©�©°0m / MWi 0 t �+mp°Op© ° PR.M17m�Wo©P°©°uo oob 4'" mso®0paa�o°'papepomlioa_ono°a ommoe��u IM @@po -. epo_a14 000 o o'.mm LLL 00_0o©°000mm-0 , m°s®�oq m ... eo,o®©_ ©aeoomm.oa®oe©o° 'dmi'pe_o , ,enc ,au.oao'vape°RammDl flU ©eaElimm/on ,1T °N LEr, ►o0©p000(10mm OODo©olOP-_'m 1 r RALCONY ESTRICTED TED sops 1ST BALCONY LEFT CENTER 1ST BALCONY RIGM CENTER �m�,i®OOpaa°°� O--- ©©Do a©©opDe��mm 9 0 u m OQa nu a lane° 06©D©©op°mm ° U©©O. ®opO,O,®0po00, ©©ODe2r`m�am ©pQUomm!B 0® �, CTED TO TNL RIHE THE TOC. T m O 0©© T a obi®� ,CM ®©eee0oo©mmmam P_B°o©©,o�rfmm� 9°G a agile — o®e ae_L V __ 5 P®®e_ I LIGHTING/PROJECTION �'pe©O� �Q TAD: __A--f �.�7 BOOTH =—:y O' 2N0 BALCONY LEFT CENTER 2N0 BALCONY CENTER I 2ND BN CONY WGHT GENIE OLYMPIA THEATER ORCHESTRA, MEZZANINE, FIRST & SECOND BALCONY LEVEL SEATING PLAN Rev. 20250211 Page lIB-1 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 EXHIBIT C - INSURANCE REQUIREMENTS: 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 included as an additional insured Primary Insurance Clause Contingent and Contractual 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 Letter will be accepted if no auto exposure is associated with the event III. Worker's Compensation (If Applicable) Limits of Liability Statutory -State of Florida Employer' s Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Letter will be accepted if the User has less than (4) employees IV. Host liquor/Liquor Liability Included as applicable Limits of Liability Each occurrence $1,000,000 Aggregate $1,000,000 Alcohol Sales will require Liquor Liability with limits of $ lm per common cause, $2m policy aggregate listing the City as additional insured. Rev. 20250211 Page C - 1 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 The Department of Risk Management reserves the right to require additional coverage or higher limits of liability, including but not limited to Umbrella Liability as may be applicable in connection with the event. TULIP program as noted below is also accepted subject to policy terms, conditions and exclusions of the Tenants and Users Liability Policy. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Rev. 20250211 Page 1 C - 2 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 EXHIBIT D — 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. 20250211 Page 1 E - 1 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 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 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 I $95.00 140.00 235.00 Class II Class III $100.00 $150.00 135.00 200.00 185.00 310.00 Class II Class III $170.00 $300.00 215.00 360.00 355.00 455.00 * 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. 20250211 Page 1 E - 2 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 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 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 I $95.00 140.00 235.00 Class II Class III $100.00 $150.00 135.00 200.00 185.00 310.00 Class II Class III $170.00 $300.00 215.00 360.00 355.00 455.00 * 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. 20250211 Page 1 E - 3 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 Exhibit E - Corporate Resolution ASCENSION LINGERIE & SWIMTSUIT LLC 3520 NW 46th Street Miami, Florida 33142 LLC RESOLUTION OF Ascension Lingerie & Swimsuit Date: February 13"',2025 RE: Approval of Venue for Photo Shoot WHEREAS, management for Ascension Lingerie & Swimsuit LLC have reviewed and discussed the selection of a venue for an upcoming photo shoot related to the Company's marketing and promotional activities; and WHEREAS, management has evaluated multiple venue options for the photo shoot, including location, availability and cost, and have selected the most appropriate venue for the event; NOW, THEREFORE, RE IT RESOLVED, the managing members hereby approve the selection of Olympia Theater, 174 E Flagler St, Miami, FL 33131, as the venue for the Company's upcoming photo shoot, scheduled for March 25, 2025. IN WITNESS WHEREOF, the undersigned, Zvi Ertel, CEO and Amy Rodriguez, General Manager, have executed this resolution on behalf of Ascension Lingerie & Swimsuit LLC, as of the date set forth above. Zvi Ertcl [cvH c— Amy RorFrrrguez Date I Li r 20 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 EXHIBIT F - 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: DocuSigned by: c Signature: Name: Office Address: Email Address: ZVI ERTEL Ascension Lingerie and swimsuit LLC Zv ED1W.Ii11L 93405... 3520 NW 46TH ST Miami Florida zvi@dana-co.com Title: 3A$ e Number: 91738557013520 NW Rev. 20250211 Page F-2 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 EXHIBIT G — CERTIFICATE OF INSURANCE Certificate of insurance attached on the following page(s) Rev. 20250211 Page G - 1 Docusign Envelope ID: 55DC8F09-BOA5-4834-AE22-6E5BF1ABC3A1 ACORD CERTIFICATE OF LIABILITY INSURANCE `---- DATE(MM/DD/YYYY) 3/6/2025 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 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 Keyes Coverage Insurance 5900 Hiatus Road Tamarac FL 33321 CONTACT NAME: Kim Bromaghim PHONE FAX (A/c, No, Ext): 954-724-7000 (A/C, No): 954-724-7024 E-MAIL ADDRESS: Ikbromaghim@keyescoverage.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hartford Fire Insurance Company-HFP INSURED 16983 Ascension Lingerie and Swimsuit LLC Oh La La Cheri 3520 NW 46th St Miami FL 33142 INSURER B : INSURERC: INSURER D : INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 1500101960 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 (MMIDD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 21 SBM BF9J8P 7/2/2024 7/2/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY X SCHEDULED 21 SBM BF9J8P 7/2/2024 7/2/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1 000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE Y Y 21 SBM BF9J8P 7/2/2024 7/2/2025 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED X RETENTION $ 10,000 $ 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 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Covered activities: PhotoShoot Venue - Olympia Theater. Certificate Holder is named as additional insured with respect to the operations of the Named Insured on a Primary and Non -Contributory basis per written contract. CERTIFICATE HOLDER CANCELLATION 30 days notice - 10 for non -Da CITY OF MIAMI/Olympia Theater 174 E Flagler St Miami FL 33131 DS r� 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 \ ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Olivera, Rosemary From: Santana, Yunior Sent: Thursday, March 27, 2025 7:23 AM To: Hannon, Todd; Olivera, Rosemary Subject: ID25-608 - 03/25/2025 - By Ascension Lingerie & Swimsuit Attachments: Executed - ID25-608 - 03252025 - By Ascension Lingerie & Swimsuit.pdf Matter ID25-608 - 03/25/2025 - By Ascension Lingerie & Swimsuit Good Morning Todd: Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Sincerely, M.n MANUEL ARTIME THEATER Yunior Santana City of Miami Venues Manager Direct Line: 305-960-4686 Fax: 305-400-5258 900 SW 1st Street Miami, FL 33130 Directions THEATER N'HEHE Ofll IS TIMEIISS RENT THE VENUES Follow Us (Crt+Click) Unless noted as "Florida Statute: 119 Exempt", All emails sent and received through the City of Miami's email system are considered public record. The Florida Public Records Act (FPRA) requires the City to make all public records available for inspection and to provide copies upon request. Please govern yourself accordingly. This message including all attachments is privileged and confidential, intended only for the named recipient(s) and may contain information that is privileged or exempt from disclosure under applicable law. If you are not the intended recipient(s), you are notified that dissemination, distribution or copying of this message is strictly prohibited. If you receive this message in error, or are not the named recipient(s), please notify the sender at either the address or telephone number listed. 1