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HomeMy WebLinkAbout24059AGREEMENT INFORMATION AGREEMENT NUMBER 24059 NAME/TYPE OF AGREEMENT MML TOURING, LLC DESCRIPTION HOLD HARMLESS & INDEMNIFICATION AGREEMENT/MIAMI MARINE STADIUM MAGIC MIKE LIVE EFFECTIVE DATE September 13, 2022 ATTESTED BY NICOLE EWAN ATTESTED DATE 9/13/2022 DATE RECEIVED FROM ISSUING DEPT. 9/14/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E HOLD HARMLESS AND INDEMNIFICATION AGREEMENT THIS HOLD HARMLESS AND INDEMNIFICATION AGREEMENT (hereinafter the "Agreement"), made and entered into this 13 _ day of September 2022, by MML TOURING, LLC, a Delaware limited liability company (hereinafter called "Magic Mike") in favor of THE CITY OF MIAMI, FLORIDA, a Municipal Corporation of the State of Florida (hereinafter called the "City"). WHEREAS, the City, as Licensor, and Magic Mike, as Licensee, entered into that certain revocable license agreement titled "Access Agreement Marine Stadium — Parking Area" (the "Revocable License") for the production and presentation of the Magic Mike Live North American Tour for a use period commencing August 29, 2022 and ending April 21, 2023 ("Event") within the City -owned property located at 3501 Rickenbacker Causeway, Miami, Florida 33135 ("Property"); and WHEREAS, the Use Area, as defined in the Revocable License ("Original Use Area"), is located within the Property and adjacent to the Miami Marine Stadium, which is currently undergoing construction and designated as an unsafe structure ("Stadium"); and WHEREAS, the City and Magic Mike have agreed to adjust the location of the Event from the Original Use Area to the location identified in the site plan attached and incorporated as Exhibit A ("New Use Area"); and NOW, THEREFORE, in consideration of the approval by City of the New Use Area, and in further consideration of these premises, Magic Mike does hereby agree with City as follows: 1. The foregoing recitals are true and correct and made a part hereof and Magic Mike hereby acknowledges that the execution of this Agreement by Magic Mike is a necessary and reasonable condition to the City's approval of the New Use Area. 2. Magic Mike acknowledges that it is proceeding at its own risk and acknowledges that Magic Mike will not bring any cause of action arising or accruing by virtue of the Events proximity to the Stadium or the construction or repair thereof. 3. Magic Mike acknowledges that although the City has recommended a gap area of 50 feet from the Stadium to the Event New Use Area, it has requested a gap area of 28 feet from the Stadium to the New Use Area (with a minimum of 50 feet between the stadium and the tent structure as noted in Exhibit A). 4. Magic Mike acknowledges that in lieu of providing netting around the Stadium gap area, it will provide a minimum of two (2) security personnel who will monitor the New Use Area and Stadium gap area at all times during the Event and while any Event personnel are in the New Use Area. DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E 5. Magic Mike shall obtain and maintain throughout the Term, as the same is defined in the Revocable License, such insurance coverages set forth in the attached and incorporated Exhibit B. 6. Magic Mike and the City acknowledge it will be allowed to obtain City Building Permits as an exemption pursuant to Section 10-4(b)(6) of the Code of the City of Miami, Florida, as amended. 7. Magic Mike acknowledges that during the course of the Event, while the Event occurs in the evenings, the City has ongoing construction and repair work occurring during the daytime hours in and around the Stadium site. 8. The City is entering into this agreement in its capacity as owner of the Property and not in its regulatory capacity. Accordingly, Magic Mike acknowledges that nothing in this Agreement shall prejudice the City's regulatory authority to impose requirements or conditions which are required by 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 building permits for compliance with all existing laws, ordinances, and regulations controlling the issuance of building permits for construction within the City. 9. It is expressly understood and agreed that this instrument shall be binding upon Magic Mike, and also upon the heirs, successors in interest, and assigns of Magic Mike. 10. Magic Mike shall indemnify, defend, hold harmless, and forever release and discharge the City and all of its officials, employees, agents and personnel from any and all liability arising out of any third party claims, related to, or in connection with, the Event, including without limitation the costs of any suits, damages, attomey's fees, or judgments awarded against the City in any litigation, and all other costs, fees, and expenses incurred by or imposed upon the City in connection therewith, including trial and appeals therefrom. 11. In no event shall the rights herein granted serve to or for the benefit of any third party. No individual or entity that is not a signatory to this Agreement (other than successors and permitted assigns of the signatories of this Agreement or the License) shall have any rights or privileges under or arising out of this Agreement, nor shall any person or entity that is not a signatory to this Agreement otherwise be deemed a third -party beneficiary of this Agreement. 12. This Agreement may be executed in one or more counterparts, each of which will treated as an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission or by electronic mail in PDF format will constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original instrument for all purposes. Signatures of the parties transmitted by facsimile or by electronic mail in PDF format will be treated as their original signature for al purposes. This Agreement may also be executed by use of electronic signatures as determined by the Florida Electronic Signature Act or other applicable laws. DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E 13. Any notice, request, demand, approval or consent given or required to be given under this Agreement shall be in writing and shall be deemed as having been given when mailed by United States registered or certified mail (return receipt requested), postage prepaid, to the other parties at the address stated below or at the last change of address given by the party to be notified as herein specified. As to Magic Mike: As to City: MML Touring, LLC 630 Ninth Avenue, Suite 610 New York, NY 10036 Attn: Erich Jungwirth City Manager City of Miami 444 SW 2"a Avenue, loth Floor Miami, FL 33130 [signature pages follow] DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E IN WITNESS WHEREOF, Magic Mike and City have caused these presents to be executed on and signed in its name by its proper officer the day and year first above set forth. Signcd, Scaled and Delivered MML Touring, LLC IGNATURE (FI ESS) 6 y J C (+ 0(0 1-- PRINT NAME (FIRST WITNESS) 1 aDl6 Cod;,,c A4e, ie 11.64rchlI�l-5:3141) PRINT ADDRESS "4-04(eX- SIGNATURE (S OND WITNESS) 1 'Cd 641 / de eciyAg PRINT NAME (SECOND WITNESS) Erich Jungwirth General Manager ekderlemspellideRmillmommleemmomfamall .�i►x', JESUS G. ARANGO Notary Public - State of Florida Commission I GG 9011601 ? nr/ My Comm. Epees Oct 26, 2023 Bonded through National Notary Assn. 26 TSB 4V Pion, 4 ,�3/37 PRINT ADDRESS ` ►, STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) SWORN TO, SUBSCRIBED, and ACKNOWLEDGED before me by on this O'1 day of September 2022. Personal Known N a 1 ' Y PUBLIC, STATE OF FLORA Or Produced Identification a-/ °V.k 415 Li"( 1/ s ' DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E The City of Miami, by and through the undersigned representative, who has been delegated authority to bind the City to the terms set forth above, hereby agrees to the terms and conditions set forth above. DocuSigned by: Art- Nm,-(e , Arthur Noriega, City Manager Ai FV'atnk L;;b 1 r) September 13, 2022 1 10:33:42 EDT Date September 7, 2022 1 12:22:54 EDT 63.182 7 Ann- arieiaipe, Director Risk Management Date •tyo1010 Z-4—`;'(--)jr" V ctoria eh s ez, City Attorney n September 7, 2022 1 15:47:45 EDT September 13, 2022 1 15:21:48 EDT Teat �I1 'aruion, City Clerk Date City of Miami DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E EXHIBIT A - SITE PLAN PILING RESTORATION CONSTRUCTION ZONE MML Marine Stadium v5.5.3 ANIiTURBIDITY + URYTAtN Multi -Level Restaurant & VIP BARGL 4r RRNI r. u M[ke Sign PILING RESTORATION CONSTRUCTION ZONE DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E EXHIBIT B — 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 listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Hired and Non Owned Auto Endorsement II. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit III. Umbrella Liability Combined Single Limit Each Occurrence $4,000,000 General Aggregate Limit $4,000,000 City of Miami listed as an additional insured. Coverage is excess over the general liability and liquor policies. DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E V. Liquor Liability Each Common Cause Policy Aggregate $1,000,000 $1,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E CERTIFICATE OF LIABILITY INSURANCE DATE twwr nYYv) 08/18/2022 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 oartMcats holder le an ADDITIONAL INSURED, the pollcy(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 andorsament(s). PRODuaaR East Main Street Insurance Services, Inc. Will Maddux PO Box 1298 Grass Valley INSURED MML Touring, LLC • Erich Jungwirth 830 9th Ave, Suite 810 New York CA 95945 CONTACT WIN Maddux NAIVE. • NE ,,c Fey Ez (530) 477-6521 n▪ oun. Infoarheeventhelper.com ENSURERCS) AFFORDING COVERAGE INSURERA : Lloyds Syndicate 2623 FAX WC, No}: NAIL s AA-1126622 NY 10036 wsuRER s : Lloyds Syndicate 623 INSURER C : AA-1128022 INSURER D : INSURER E POURER F : CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN 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. .11 TYPE OF INSURANCE ADDL SOD SUIR WVL7 POLICYNUMXEA POLICY EFP POLICY EXP IMM� VV/YYYI IMWDDJYYYTI O COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE _ $ 2,000,000 NTED PREMISESOfothw Wen he) $ 100,000 X CLMMS•MADE OCCUR elan EXP (My ale swim) $ 10.000 Host Liquor Liability 10/01/2022 PERSONAL aADVINJURY S 2,000,000 A Retail Liquor Liability Y Y EH-771322-L2245608 08/12/2022 12:01 AM GENERAL AGGREGATE $ 4,000,000 GEWL X AGGREGATE POLICY amen LIMIT APPLIES PER: , LOC 9:19 AM PRODUCTS - COMP/OP AGO $ 2,000,000 Deductible $ 1,000 A AUTOMOBILELIAaaLTY XHIRED ANY AUTO ovNNEo AUTOS ONLY AUTOS ONLY X1 SCHEDULEDAUTO NON -OWNED AUTOS ONLY Y Y EH-771322-L2245806 06/12/2022 COMBINED SINGLE LIMIT S 1.000.000 BODILY INJURY (Per person) $ 10/01/2022 BODILY INJURY (Per .Q.ldent) $ PROPERTY DAMAGE [Per.widen!) $ $ UMBRELLA WB EXCESS LIAR — OCCUR CLAIMSAIADE EACH OCCURRENCE $ AGGREGATE $ $ DEO RETENTION $ WORKERSCOMPENSAT1ON ANO EMPLOYERS' LIASLITT Y ANYAROPRIETOR/PARTNER/ExEOLgiVE ❑ MEMBER EMBER EXCLUDED? ( $innd.Iwy In NH) If a DESCR TI(N OF OPERATIONS below N/A pp�RR STATUT7: R - E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE S E.L. DISEASE - POLICY LIMIT $ I Is DESORPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 151, Addltlensl Remote eehed.M, nary M.IIeeMd men epees required) Certitude holder listed below Is named as additional insured per attached CG 20 26 07 04. Attendance: 1800, Event Type: Play - Theater. Primary/Non-Contributory wording applies per attached CG 20 01 04 13. Waiver of transfer of rights of recovery against others to us reference attached EH2100 06/16 City of Miami is added as additional insured with respects to claims arising out of the operations of the named Insured. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2 Avenue Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED Nrl ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE a) 1ORa-9111R aCflCin RflRPflRATIflN AIL rbihN a1aq/Mm/I DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E Policy Number: EH-771322-L2245606 COMMERCIAL GENERAL LIABILITY CG20200704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or OrganlzetIon(s) City of Miami 444 SW 2 Avenue Miami, FL 33130 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section I1 — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behat: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG20260704 0 ISO Properties, Inc., 2004 Page 1 of 1 0 DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E EH-771322-L2245606 CG 20 01 (Ed. 04 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance avail- able to an additional insured under your policy provided that: CG 20 01 (Ed. 04/13) (1) the Additional Insured is a Named Insured under such other insurance; and (2) you have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. Copyright, ISO Properties, Inc., 2012 DocuSign Envelope ID: 1 E1 E5898-A32C-4ADB-B94C-0D20E3A2A02E EH2100 06/18 Policy Number. EH-771322-L2245606 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule Name of Person or Organization: City of Miami 444 SW 2 Avenue Miami, FL 33130 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. We waive any right of recovery we may have against the person or organization shown In the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work' done under a contract with that person or organization and included in the "products -completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. Olivera, Rosemary From: Maichel, Hans Sent: Wednesday, September 14, 2022 11:34 AM To: Olivera, Rosemary Cc: Hannon, Todd; Ewan, Nicole; Lee, Denise; Lorenzo, Jacqueline Subject: FW: Hold Harmless Agreement - Magic Mike Attachments: HH-MML - Fully Executed.pdf Good afternoon Rosemary, For your records, attached please find the fully executed hold harmless agreement with MML Touring, LLC. Thank you, Hans Maichel Interim Assistant Director Department of Real Estate & Asset Management (DREAM) City of Miami 444 SW 2nd Ave, 3rd Floor hmaichel©miamigov.com