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HomeMy WebLinkAbout24223AGREEMENT INFORMATION AGREEMENT NUMBER 24223 NAME/TYPE OF AGREEMENT LOXEN PRODUCTIONS, LLC DESCRIPTION USE AGREEMENT/MANUEL ARTIME PERFORMING ARTS CENTER/MUSICAL/MATTER ID: 22-3487 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 1/4/2023 DATE RECEIVED FROM ISSUING DEPT. 1/9/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DREAM DEPT. CONTACT PERSON: Yunior Santana EXT. (305)960-4686 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Loxen Productions 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): Theater 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 ASST. DIRECTOR 29, 2022 I 14 : 59 : 02Sf61T1ATURE: PRINT: Hans Maichel Docusigned b. CDecember 6FE 8CA SUBMITTED TO RISK MANAGEMENT December 29, 2022 I 15:49:24SNATURE: PRINT: Ann -Marie Sharpe f—Docusigned b `-5534y ,—DocuSigned b // on"et_ SUBMITTED TO CITY ATTORNEY -- Matter ID#: 22-3487 \ jNt- December 30, 2022 I 19:10:14SIATURE: PRINT: Victoria Mendez APPROVAL BY ASSISTANT CITY MANAGER January 4, 2023 I 09:47:47 PRINT: Larry Spring ESFGNATURE: "— F 1 E F00-#8-8 � UDocusigned b ^M/ Sp RECEIVED BY CITY MANAGER January 4, 2023 1 11:25:56 PRINT: Arthur Noriega EST SIGNATURE:—ssv�F6e30 c9t2e r—DocuSignedb A4 NorieS January 4, 2023 I 19:07:18 EINT: Todd Hannon SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: �DocuSigned `_ by: 1) ONE ORIGINAL TO CITY CLERK, E46D7560DCF 145 cs Fs/AP- 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT 4C3 . 480... 457... 42A... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 ACORD® CERTIFICATE OF LIABILITY INSURANCE ‘a.......---- DATE (MM/DD/YYYY) 12/28/2022 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 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 Arthur J. Gallagher Risk Management Services, Inc. 9155 South Dadeland Blvd Suite 1112 Miami FL 33156 CONTACT NAME: PHONE FAX (A/C No Ext): 305-592-6080 (A/C, No): 305-592-4049 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Firemans Fund Insurance Company of Ohio 39640 INSURED LEONMED-04 Loxen Productions, LLC 8600 NW 41st Street Doral FL 33166 INSURERB: American Automobile Insurance Company 21849 INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:1028417997 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 UST025833220 12/31/2022 12/31/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ EXCLUDED PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO-LOC JECT PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 1,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY UST025833220 12/31/2022 12/31/2023 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 $ $ g WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A SCW0241222201 12/31/2022 12/31/2023 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Inland Marine UST025833220 12/31/2022 12/31/2023 Theatrical Prop Limit Deductible $200,000 $1,500 & 5% Wind DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Covered Activities: Theatrical Productions: Cabaret- 1/6/2023 to 1/15/2023, Little Shopp's of Horror - 4/7/2023 to 4/16/2023, Young Frankenstein - 10/13/2023 to 10/29/2023. Certificate Holder is named as additional insured with respects to the operations of the named insured. Insurance if Primary and Non Contributory. CERTIFICATE HOLDER CANCELLATION City of Miami /Manuel Artime Theater 444 S.W. 2nd Avenue Miami FL 33130 DS � I /�,/ 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 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT OF LOXEN PRODUCTIONS, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement"), effective as of the /'day of September, 2018 (the "Effective Date"), of LOXEN PRODUCTIONS, LLC, a elaware limited liability company f/k/a LEGENDARY PRODUCTIONS, LLC (the "Company"), is entered into by Benjamin Leon, IV, as the sole member (the "Member" or `BLIV") of the Company. WHEREAS, the Company was formed by the filing of Certificate of Formation (the "Certificate") with the Secretary of State of the State of Delaware (the "Secretary of State") on the 8th day of July, 2011, pursuant to and as required by the Delaware Limited Liability Company Act (as amended from time to time, the "Act"); WHEREAS, the initial members of the Company were BLIV, initially owning and holding ninety-nine percent (99%) of the limited liability company interests in the Company, and Benjamin Leon, III (`BLIII"), initially owning and holding one percent (1%) of the limited liability company interests in the Company, all as more particularly memorialized in the original Limited Liability Company Agreement of the Company, effective as of the 8th day of July, 2011 (the "Original LLC Agreement"); WHEREAS, on and as of the Effective Date, BLIII sold, assigned, transferred and conveyed all of his rights, title and interest in and to his one percent (1%) limited liability company interest in the Company to BLIV (the "Assignment"); WHEREAS, by virtue of the Assignment, on and effective as of the Effective Date, (A) the Member became the sole and only Member of the Company, with the sole and exclusive right to exercise all of the rights and privileges of the sole Member of the Company, including under the Original LLC Agreement, and (B) the Member gained the sole and exclusive right to amend, restate, terminate and/or otherwise modify the Original LLC Agreement in his sole discretion; and WHEREAS, the Member desires to, and hereby does, terminate, amend, restate and fully supersede the Original LLC Agreement in its entirety in order to, among other things, provide for the governance of the Company and the rights, preferences and privileges of the Members with respect thereto, from and after the Effective Date. NOW THEREFORE, in consideration of the covenants and conditions set forth in this Agreement, the Original LLC Agreement is hereby terminated, amended, restated and superseded in its entirety, and is rendered of no further force or effect, and the Member hereby agrees as follows: DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 1. Formation. The Member hereby (a) acknowledges that the Company was formed in accordance with the Act upon filing the Certificate with the Secretary of State on the 8th day of July, 2011, (b) confirms and agrees to his status as a Member and to his ownership of 100% of the limited liability company membership interests in the Company (which constitutes 100% of all of the capital stock and/or other equity interests of any kind in or with respect to the Company), and (c) executes and adopts this Agreement as the "limited liability company agreement" of the Company within the meaning of the Act. 2. Name. The name of the Company is Loxen Productions, LLC. 3. Purpose and Powers of the Company. The purpose of the Company shall be (i) to, directly or indirectly through one or more entities, own, operate and/or manage a property management and leasing business, (ii) to engage in any and all lawful acts and/or activities for which limited liability companies may be organized under the Act in connection with or related to the purpose described in the preceding clause (i), and (iii) such other lawful purpose(s) as may be determined by the Member in his sole discretion. 4. Registered Office. The address of the registered office of the Company in the State of Delaware is Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. 5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. 6. Member. The name and business address of the Member are as follows: Name Address 8600 NW 41 st St. Miami, FL 33166 Benjamin Leon, IV 7. Management of the Company. (a) Board of Managers. The management of the Company shall be vested exclusively in a Board of Managers whose member(s) (the "Manager(s)") shall be the "manager(s)" of the Company within the meaning of the Act and shall have all the powers and authorities in respect of the Company permitted to managers under the Act (the "Board" or the "Board of Managers"). With respect to any and all matters that would come before the Member(s) for a vote or approval pursuant to the Act and other applicable law, such matters shall be approved by the Manager in his sole discretion. (b) Appointment/Removal/Resignation of Managers. The total number of members of the Board of Managers initially shall be one (1). The members of the Board shall be appointed by and in the sole discretion of the Member, provided, however, that, until such time as the Member determines otherwise, the sole member of the Board of Managers shall be Benjamin Leon, IV. Any member of the Board of Managers may be removed and replaced, at any time, with or without cause, by the Member in his sole discretion. Any and all vacancies on 2 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 the Board, whether created by the death, resignation or removal of any member of the Board of Managers or by any increase in the size of the Board or otherwise shall be filled as determined by the Member in his sole discretion. The total number of members constituting the Board of Managers may be increased or decreased at any time and from time to time by the Member in his sole discretion. Members of the Board of Managers need not be a Member of the Company. Any member of the Board of Managers may resign by delivering his written resignation to the Company at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. (c) Action by the Board of Managers. Except as otherwise specifically required by this Agreement, any action which is required or permitted to be undertaken by the Board of Managers shall require, and shall be deemed approved and effective, as follows: (i) if there is only one Manager, upon the Manager undertaking such action (or causing such action to be undertaken) unilaterally in his/its/her sole discretion (with any agreement, document, form or other instrument memorializing, implementing or in furtherance of such action that is executed by the Manager constituting evidence of the approval, adoption, authorization and/or adoption thereof by the Manager); (ii) if there is more than one Manager, the approval thereof by the affirmative vote of a majority of the members of the Board of Managers then holding office (or of both Managers if there are only two Managers), at a meeting of the Board duly called and held at which a quorum is present; or (iii) regardless of the number of Managers, by written consent in lieu thereof as hereinafter provided. A meeting of the Board of Managers may be called at any time by any Manager. Notice of any such meeting shall be given not less than twenty-four (24) hours before such meeting; provided, however, that attendance of a Manager at any meeting of the Board of Managers shall constitute waiver of the notice requirement unless attended for the sole purpose of objecting to such meeting on grounds of insufficient notice. Notice of a meeting need not state the purpose thereof. A majority of the Board of Managers then in office shall constitute a quorum at any meeting of the Board of Managers. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Whenever the Board of Managers is required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken is signed by such number of Managers that would be sufficient to authorize or take such action at a meeting at which all of the members of the Board of Managers entitled to vote therein were present and voted. The members of the Board of Managers may participate in a meeting by means of conference telephone or similar communications equipment by means of which all participants in the meeting can hear each other throughout. Such participation shall constitute presence in person at the meeting. To facilitate efficient and productive meetings, and the record keeping thereof, any meeting may be recorded, and copies of such recording may be maintained with the records of the Company. (d) Proxy Representation. Every Manager may authorize another Manager(s) to act for such Manager by proxy in any or all matters in which a Manager is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Manager or by such Manager's attorney -in -fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. The authorization of a proxy may but need not be limited to specified action; provided, however, that if a proxy limits 3 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 its authorization to a meeting or meetings of Managers, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof. (e) Compensation. Unless otherwise determined by the Member or set forth in an Approved Budget, members of the Board of Managers shall not be compensated for services rendered in such capacity. The compensation and other terms of employment of any Officers, if any, shall be determined by the Board of Managers, subject to the then applicable Approved Budget. Members of the Board of Managers and Officers shall be reimbursed for out-of-pocket expenses in accordance with Company policies. 8. Officers. The Board of Managers shall have, subject to the prior written consent of the Member, the authority to appoint officers of the Company (the "Officers"), from time to time, who shall have the relative powers and duties assigned thereto by the Board of Managers with the consent of the Member. Any Officer may be removed and replaced, at any time, with or without cause, by the Member in his sole discretion or by the Board of Managers with the written consent of the Member. Any Officer may resign by delivering his/her written resignation to the Company at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 9. Dissolution, Liquidation. (a) The Company shall be dissolved, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Member elects to continue the Company to the extent permitted under the Act: (i) At the time specified in a written consent of the Member; (ii) At any time there is no remaining member of the Company; or (iii) At the time specified in a decree of judicial dissolution under the Act. (b) To the fullest extent permitted by law, the foregoing constitutes the only events upon which the Company shall be dissolved and its affairs wound up. (c) Upon the dissolution of the Company, the Member shall conduct the winding up of the affairs of the Company. The winding up of the Company shall be complete when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made in accordance with the Act. (d) The existence of the Company shall continue until filing of the Certificate of Cancellation as provided under the Act. 10. Initial Capital Contributions; Limited Liability Company Interests. The Member (i) on the Effective Date succeeded to the one percent (1 %) limited liability company interest originally issued to BLIII, (ii) was issued its own ninety-nine percent (99%) limited liaibility 4 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 company interest upon formation of the Company, and (iii) both he and BLIII contributed nominal cash and in kind services and intellectual property as their respective initial capital contributions in exchange for such limited liability company interests. 11. Additional Contributions. The Member may, but shall not be required to, make any additional capital contribution to the Company. The ability of the Member to make a capital contribution is not intended to, and shall not be for the benefit of, enforceable by or provide any rights whatsoever to any person or entity, other than the Company. No other person or entity shall have any right whatsoever, directly or indirectly, through a relationship as a creditor or otherwise with the Member or the Company, to require capital contributions by the Member. 12. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Such distributions shall be made in accordance with, and no distribution shall be made if such distribution would violate, the Act. 13. assignment. The Member may assign or otherwise transfer or pledge in whole or in part its limited liability company interest. 14. Resignation. The Member may resign from the Company to the extent permitted under the Act. 15. Admission of Additional Members. Additional members of the Company may be admitted to the Company at the discretion of, and upon such terms and conditions as shall be approved by, the Member. 16. Liability, Indemnification and Exculpation. (a) Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member or manager of the Company, including, without limitation, the Member or any affiliate, officer, director, shareholder, partner, employee, representative or agent thereof or any other member of the Company (each, a "Covered Person" and collectively, the "Covered Persons"), shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. (b) Exculpation. (i) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence, willful misconduct or fraud. (ii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements 5 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (c) Fiduciary Duty. (i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person. (ii) Unless otherwise expressly provided herein, (A) whenever a conflict of interest exists or arises between Covered Persons, or (B) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise. (d) Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence, willful misconduct or fraud with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof. (e) Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 16. 6 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 (f) Outside Businesses. The Member may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and any member thereof shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. The Member shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member shall have the right to take for his own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity. 17. Notice. Any notice or demand required or permitted to be given or made to or upon any party hereto shall be deemed to have been duly given or made for all purposes if (i) in writing and delivered by hand or overnight express courier service against receipt, or sent by certified or registered mail, postage prepaid, return receipt requested, or (ii) sent by electronic mail or facsimile, and followed by a copy delivered or sent in the manner provided in clause (i) above, to such party at the address set forth in Section 6 hereof, or at such other address as any party hereto may at any time, or from time to time, direct by notice given to the other party in accordance with this Section 17. The date of giving or making of any such notice or demand shall be the earlier of the date of actual receipt, or five business days after such notice or demand is sent, or, if sent in accordance with clause (ii) of this Section 17, the business day next following the day such notice or demand is actually transmitted. For the purposes of this Section 17, the address of each of the Member and the Company is set forth under Section 6 of this Agreement. 18. Expenses. The Member will be reimbursed his reasonable costs of managing and/or participating in the management of the Company, including legal, travel, telephone, hotel, meals and related expenses. 19. I iscal Year. The Company's accounting period shall terminate as of December 31st of each calendar year, unless otherwise established by a written consent of the Member or unless otherwise required by applicable law. 20. Books and Records. At all times during the continuance of the Company, proper and true books of account shall be kept wherein shall be entered particulars of (a) all moneys, goods, or effects belonging to or owing to or by the Company, or paid, received, sold, or purchased in the course of the Company's business, and (b) all such other transactions, matters, and things relating to the business of the Company as are usually entered in books of account kept by persons engaged in businesses of a like kind and character. Said books of account shall be kept at the principal office of the Member or at the office of the accountant or other persons or firms retained by the Company. 21. Amendment. This Agreement may only be amended or modified by written consent of the Member. DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 22. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof, all rights and remedies being governed by said law. 23. Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any and all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 24. Binding Effect. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, legal representatives and assigns. 25. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. 26. No Rights of Creditors or Third Parties under this Agreement. This Agreement is entered into among the Company and the Member for the exclusive benefit of the Company, its Member, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other third party. Except and only to the extent provided by applicable statute, no such creditor or any third party shall have any rights under this Agreement or any agreement between the Company and the Member with respect to any capital contribution or otherwise. 27. Headings. The headings, titles, and subtitles herein are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. [Signature on Following Page] 8 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 IN WITNESS WHEREOF, the undersigned has executed this Agreement effective as of the Effective Date. SOLE MEMBER: Benjarsiin Leon, IV [Signature Page to Amended and Restated Limited Liability Company Agreement of Loxen Productions, LLC] DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 USE AGREEMENT MANUEL ARTIME PERFORMING ARTS CENTER January 4, 2023 1 19:07:18 EST This Use Agreement ("Agreement") is entered into this _ day of , 2022, by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Loxen Productions, LLC, a Florida corporation ("User"). RECITALS A. User has requested that the City make available to it the use of the Manuel Artime Performing Arts Center located at 900 SW 1 Street, Miami, FL 33130 ("Facility"), for the fee specified herein. B. The City owns and operates the Facility and is willing to permit User to use the Facility during the use period subject to the terms and conditions set forth herein. C. The City Commission, by Ordinance 12403, has approved the fees and rates being charged to the User hereunder, and has authorized the execution of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the City hereby grants to User a limited license for the right, privilege and permission to enter into and upon Facility for the Permitted Use and during the Use Period, as the terms are hereinafter defined, subject the terms and conditions set forth in this Agreement. 1. TERM: The term of this Agreement shall commence upon full execution hereof and shall terminate upon fulfillment of all the responsibilities and obligations of the parties hereunder ("Term"). 2. PERMITTED USE: User shall be permitted to enter and occupy certain portions of the Facility for the purposes of presenting a Musical ("Event") as follows: (a) Other Uses: Should User wish to use the Facility at any other times or for any other purposes, then the proposed use and the charges to be paid in connection therewith shall be as customarily charged by the City for similar use of the Facility. (b) Reservation by other users: For purposes of this paragraph, the auditorium or any portion of the Facility shall be deemed to have been reserved by another user if, as of the date hereof, such areas are reserved for use by another user or if the City notifies User of a prior reservation at least fifteen (15) days prior to the date of the reserved event or use. (c) No Interest Conferred: This Agreement confers no exclusive possession of the Facility. The User cannot exclude the City from the Facility. This Agreement solely provides DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 a license that authorizes User to the temporary use of the Facility for the limited purposes set forth herein and for no other purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease. The rights of User hereunder are not those of a tenant but are a mere personal privilege to do certain acts of a temporary character in the Facility and to use the Facility, subject to the terms of this Agreement. The City retains dominion, possession and control of the Facility. 3. USE PERIOD: The use period shall consist of the periods for set-up and dismantle and for presentation of the Event ("Use Period"). • The period for presentation of the 1st Event shall commence at 8:00 PM, on the 6th day of January, 2023, and shall terminate at 10:00 PM, on the 6th day of January, 2023. • The period for presentation of the 2nd Event shall commence at 2:00 PM, on the 7th day of January, 2023, and shall terminate at 4:00 PM, on the 7th day of January, 2023. • The period for presentation of the 3rd Event shall commence at 8:00 PM, on the 7th day of January, 2023, and shall terminate at 10:00 PM, on the 7th day of January, 2023. • The period for presentation of the 4th Event shall commence at 8:00 PM, on the 8th day of January, 2023, and shall terminate at 10:00 PM, on the 8th day of January, 2023. • The period for presentation of the 5th Event shall commence at 8:00 PM, on the 13th day of January, 2023, and shall terminate at 10:00 PM, on the 13th day of January, 2023. • The period for presentation of the 6th Event shall commence at 2:00 PM, on the 14th day of January, 2023, and shall terminate at 4:00 PM, on the 14th day of January, 2023. • The period for presentation of the 7th Event shall commence at 8:00 PM, on the 14th day of January, 2023, and shall terminate at 10:00 PM, on the 14th day of January, 2023. • The period for presentation of the 8th Event shall commence at 8:00 PM, on the 15th day of January, 2023, and shall terminate at 10:00 PM, on the 15th day of January, 2023. • The period for the 1st rehearsal shall commence at 8:00 AM, on the 2nd day of January, 2023, and shall terminate at 12:00 PM, on the 2nd day of January, 2023. • The period for the 2nd rehearsal shall commence at 12:00 PM, on the 2nd day of January, 2023, and shall terminate at 4:00 PM, on the 2nd day of January, 2023. • The period for the 3rd rehearsal shall commence at 4:00 PM, on the 2nd day of January, 2023, and shall terminate at 8:00 PM, on the 2nd day of January, 2023. • The period for the 4th rehearsal shall commence at 8:00 PM, on the 2nd day of January, 2023, and shall terminate at 11:59 PM, on the 2nd day of January, 2023. • The period for the 5th rehearsal shall commence at 12:00 AM, on the 3rd day of January, 2023, and shall terminate at 4:00 AM, on the 3rd day of January, 2023. • The period for the 6th rehearsal shall commence at 4:00 AM, on the 3rd day of January, 2023, and shall terminate at 8:00 AM, on the 3rd day of January, 2023. 2 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 • The period for the 7th rehearsal shall commence at 8:00 AM, on the 3rd day of January, 2023, and shall terminate at 12:00 PM, on the 3rd day of January, 2023. • The period for the 8th rehearsal shall commence at 12:00 PM, on the 3rd day of January, 2023, and shall terminate at 4:00 PM, on the 3rd day of January, 2023. • The period for the 9th rehearsal shall commence at 4:00 PM, on the 3rd day of January, 2023, and shall terminate at 8:00 PM, on the 3rd day of January, 2023. • The period for the loth rehearsal shall commence at 8:00 PM, on the 3rd day of January, 2023, and shall terminate at 11:59 PM, on the 3rd day of January, 2023. • The period for the l lth rehearsal shall commence at 8:00 AM, on the 4th day of January, 2023, and shall terminate at 12:00 PM, on the 4th day of January, 2023. • The period for the 12th rehearsal shall commence at 12:00 PM, on the 4th day of January, 2023, and shall terminate at 4:00 PM, on the 4th day of January, 2023. • The period for the 13th rehearsal shall commence at 4:00 PM, on the 4th day of January, 2023, and shall terminate at 8:00 PM, on the 4th day of January, 2023. • The period for the 14th rehearsal shall commence at 8:00 PM, on the 4th day of January, 2023, and shall terminate at 11:59 PM, on the 4th day of January, 2023. • The period for the 15th rehearsal shall commence at 12:00 PM, on the 5th day of January, 2023, and shall terminate at 4:00 PM, on the 5th day of January, 2023. • The period for the 16th rehearsal shall commence at 4:00 PM, on the 5th day of January, 2023, and shall terminate at 8:00 PM, on the 5th day of January, 2023. • The period for the 17th rehearsal shall commence at 8:00 PM, on the 5th day of January, 2023, and shall terminate at 11:59 PM, on the 5th day of January, 2023. • The period for the 18th rehearsal shall commence at 8:00 AM, on the 9th day of January, 2023, and shall terminate at 12:00 PM, on the 9th day of January, 2023. • The period for the 19th rehearsal shall commence at 8:00 AM, on the loth day of January, 2023, and shall terminate at 12:00 PM, on the loth day of January, 2023. • The period for the 20th rehearsal shall commence at 8:00 AM, on the 1 lth day of January, 2023, and shall terminate at 12:00 PM, on the llth day of January, 2023. • The period for the 21st rehearsal shall commence at 4:00 PM, on the 12th day of January, 2023, and shall terminate at 8:00 PM, on the 12th day of January, 2023. • The period for the 22nd rehearsal shall commence at 8:00 PM, on the 12th day of January, 2023, and shall terminate at 11:59 PM, on the 12th day of January, 2023. • The period for the 23rd rehearsal shall commence at 8:00 AM, on the 16th day of January, 2023, and shall terminate at 12:00 PM, on the 16th day of January, 2023. • The period for the 24th rehearsal shall commence at 12:00 PM, on the 16th day of January, 2023, and shall terminate at 4:00 PM, on the 16th day of January, 2023. • The period for the 25th rehearsal shall commence at 4:00 PM, on the 16th day of January, 2023, and shall terminate at 8:00 PM, on the 16th day of January, 2023. 3 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 • Unless otherwise agreed by the Director of the Facility (the "Director"), the set-up period of the Event shall commence no earlier than 8:00 AM, on the 2nd day of January, 2023, prior to the Event period, and dismantle shall begin immediately upon the conclusion of the Event terminating no later than 8:00 PM on the 16th day of January, 2023. In consideration of an additional fee of $N/A, the Director may allow User a longer period for setup and dismantle, should User require additional time. Any equipment or stage props left in the Facility after the expiration of the time allowed for dismantle shall be disposed of by the City at User's sole cost without any right of claim by the User, or at the City's option, may be stored at User's cost. 4. USE RATE: (a) Basic Use Rate: In consideration of the use of the Facility as described above, User agrees to pay to the City the sum of $420.00 per Event, plus $210 or $105 per rehearsal depending on the date and time as detailed on page 21, plus $n/a per hour (n/a) on additional time for setup and dismantle ("Basic Use Rate") with a total amount due of $7,639.80, to be paid no later than December 9, 2022. The Basic Use Rate includes normal janitorial service, house lights for ordinary use and air conditioning during the Event hours only, in addition to the items listed in the In House Equipment list, which by this reference is incorporated into and made a part of this Agreement as "Exhibit C". The Basic Use Rate does not include Additional Charges as defined below. (b) Theater Staff Charges: Theater personnel are not included under Section 4(a) "Basic Use Rate" of this Use Agreement. Should the User contract the theater personnel services, fees for such services shall be charged per theater staff member at a rate of: three hundred dollars ($300.00) for a total of eight (8) hours, including any combination of rehearsal, set-up/tear down, and event; four hundred fifty dollars ($450.00) for a total of eight (8) hours for a Daily Event, including any combination of rehearsal, set-up/tear down, and event; one hundred dollars ($100.00) for a total of four (4) hours for each additional rehearsal; any additional time required beyond eight (8) hours and/or four (4) hours for additional rehearsals, the User shall be charged a rate of forty dollars ($40.00) an hour per theater staff personnel. A sub total amount due of six hundred dollars ($600.00) plus forty dollars ($40.00) per hour/per theater staff member (n/a hours) for a total amount due of $N/A, to be paid no later than N/A, 2022. Should the User not use the City's theater staff, one (1) theater staff member will be scheduled to oversee operations at no charge to the User for a maximum of eight (8) hours. Any additional time beyond the initial eight (8) hours, the User shall be charged a rate of forty dollars ($40.00) an hour for the theater staff member. For any Filming event, one (1) theater staff member will be scheduled to oversee operations at a rate of two hundred dollars ($200.00) per event for a total of eight (8) hours; any additional staff time required beyond eight (8) hours, the User shall be charged a rate of forty dollars ($40.00) an hour per theater staff member. If the Auditorium 4 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 Manager determines that it is in the best interest of the City to require a second theater staff member be present for the event, the User shall be charged a fee of three hundred dollars ($300.00) for the initial eight (8) hours; any additional time required beyond eight (8) hours, the User shall be charged a rate of forty dollars ($40.00) an hour per staff member. A sub total amount due of $4,600.00 plus forty ($40.00) per hour/per technician (n/a hours) for a total amount due of $4,600.00, to be paid no later than December 9, 2022. In addition to the above Theater Staff charges, the User shall be responsible for a "during -event cleaning fee" in the amount of one hundred twenty dollars ($120.00), which shall encompass the Theater providing sufficient staff in order to ensure that the Facility remains clean, including but not limited to any unforeseen situations that may require emergency cleaning of ancillary Facility areas during the Event, and ending upon the conclusion thereof. (c) Additional Charges: User shall be responsible for the staffing of all Events and shall pay for all supplies or other services, needed or provided in connection with the use of the Facility and/or the presentation of an Event, including but not limited to those listed in the In House Equipment List included as "Exhibit C" (all such costs and expenses being referred to herein as "Additional Charges"). Payment of Additional Charges not previously agreed to prior to the Event, shall be made within five (5) business days following the occurrence of the Event giving rise to such payment. User shall be responsible for a non-refundable Cleaning Fee of three hundred one and No/100 Dollars ($301.00) and shall consist of staff members providing complete cleaning services after the Event has concluded. Should further cleaning services be needed or should the Event last longer than the aforementioned four (4) hours, an additional cleaning fee will be imposed at the rate of twenty-five and No/100 dollars ($25.00) per hour thereafter. In the event that the User elects to conduct a rehearsal as described herein, User shall be responsible for a cleaning fee in the amount of fifty and no/100 dollars ($50.00), per each rehearsal conducted. (d) Payment of Use Fee: 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 City staff. No payments shall be accepted in the form of cash. Failure to pay any portion of the Use Fee prior to thirty (30) days from the date of the Event shall result in the immediate termination of this Agreement and shall result in the forfeiture of all deposit funds. 5. DEPOSIT: Upon execution of this Agreement, and as a condition to its effectiveness, User shall deliver to the City a deposit, in the amount of two hundred and five dollars ($205.00), to be held by the City throughout the Term. The Deposit shall secure User's performance under this Agreement and full payment of all amounts due hereunder, including the cost of any damage repairs, replacement or restoration, payment of any Additional Charges, or to defray any other unusual but reasonable expense borne by the City as a consequence of User's use of the Facilities hereunder and/or presentation of an Event. The City shall return the Deposit, or the unexpended portion thereof, to the User upon full satisfaction of all of User's obligations hereunder. In addition 5 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 to the event deposit fee of $105.00 to be held by the City as per the terms of this agreement, User shall also be responsible for a cleaning deposit fee of one hundred dollars ($100.00), to be returned to the User should no additional cleaning services be necessary. Should said services be necessary, at the sole discretion of Manuel Artime, such will be provided at a rate of fifty dollars ($50.00) per hour. This section does not include any further fees required as per the Additional fees section or any other section of this Agreement. 6. ATTENDANCE: User understands that the maximum attendance at any one event is nine hundred (900) persons and that User shall not print more than eight hundred and forty-one (841) tickets per Event. 7. EVENT PERSONNEL, UTILITIES AND SUPPLIES: Except as specifically provided herein, User shall be responsible for all staffing in connection with the use of the Facility and/or the presentation of an Event which includes ticket sellers, ticket takers, ushering staff, stagehands, spotlight operators, etc. Additionally, User understands and agrees that it shall only utilize the services of sound and/or lighting technicians who have been approved by the City to operate the Facility's 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 Section 4 of this Agreement for the additional personnel. 8. CONDITION OF FACILITY/REMOVAL OF USER'S EFFECTS: (a) User has inspected the Facility and accepts it in "as -is" condition. User agrees to tear down and remove all of User's effects immediately after the presentation of an Event and/or expiration of the Term. User shall not permit the Facility to suffer any damage or disrepair. (b) User shall not construct or erect any fixtures within the Facility without the Auditorium Manager's prior written approval, which may be withheld in the Auditorium Manager's sole discretion and subject to any restrictions and conditions as may be prescribed by the City, including but not limited to requirements imposed by the City's Risk Management Depait,uient and Building Depai talent, as applicable. Upon issuance of a notice to proceed the User shall contact the Auditorium Manager and the Risk Management Department at (305) 416-1700 to schedule any necessary inspection(s). (c) At the conclusion of each Event, and upon expiration of the Term, User agrees to surrender the Facility to the City properly cleaned and in the same condition existing upon User's acceptance. If the Facility is not properly cleaned to the City's satisfaction, then the City shall have the right to invoice the User for such additional cleaning. The cost of additional cleaning, as well as the cost of damage repairs, or any repairs necessitated as a result of the use of the Facility by User, shall be deducted from the Deposit. User shall pay any deficiency upon demand. (d) User shall not be permitted to remove the piano from the stage under any circumstances. Additionally, the removal of lights from their original setting is prohibited. 6 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 Changing of the original positioning or focusing of the lighting equipment or reprogramming of the lighting computer can only be done with the City's prior written approval and supervision. If any such changes are made with City's permission, User shall pay for any technical labor involved in returning the equipment to its original standard design. Any violation of this section may result in the immediate termination of this Agreement and will subject User to liability for all damages arising from, or in connection with, said violation. (e) The City shall have the right to enter upon the Facility at any time during the Use Period or the Term, as it deems necessary. 9. AUDIT AND INSPECTION RIGHTS: The City may, at reasonable times, and for a period of up to three (3) years following the expiration of the Term, audit, or cause to be audited, those books and records of User which are related to this Agreement. User agrees to maintain all such books and records at its principal place of business for a period of three (3) years after expiration of the Term. 10. PUBLIC RECORDS: User understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. User's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the City. 11. COMPLIANCE WITH APPLICABLE LAWS AND RULES AND REGULATIONS: User agrees to obtain all required licenses and permits and to abide by and comply with all applicable federal, state, and local laws, rules, regulations, codes and ordinances in the use of the Facility and/or presentation of an Event. By execution of this Agreement, User acknowledges that it has received and fully understands the "Rules and Regulations for Use of City of Miami Municipal Facilities" which has been furnished to User prior to the execution hereof. User hereby represents and warrants to the City that User shall abide by each, and shall not permit the violation of any, rule and regulation set out therein. 12. INDEMNIFICATION: User shall indemnify, covenant not to sue, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees"), from and against all loss, costs, penalties, fines, damages, claims, lawsuits, expenses (including attorney's fees) or any other liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the Event; (ii) the use of the Facility, whether caused directly or indirectly, in whole or in part (whether joint, concurrent or contributing), by any act, omission, default, negligence (whether active or passive), recklessness or intentional wrongful misconduct of any Indemnitees, User or any of User's guests, invitees, 7 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 employees, agents or subcontractors; or (iii) by the failure of User to comply with any of the provisions herein, including but not limited to User's obligation to comply with all applicable statutes, ordinances or other regulations or requirements in connection with the use of the Facility. This indemnification shall survive the termination or expiration of this Agreement. 13. RISK OF LOSS: User understands and agrees that the City shall not be liable for any loss, injury or damage to any personal property or equipment brought into the Facility by User or by anyone whomsoever, during the time that the Facility is under the control of, or occupied by the User. All personal property placed or moved in the Facility shall be at the risk of User or the owner thereof. User further agrees that it shall be responsible to provide security whenever personal property either owned or used by the User, its employees, agents or subcontractors is placed in the Facility, including any property or equipment necessary for set-up and dismantle, whether or not the Facility is open to the general public. 14. INSURANCE: Insurance is required for all Events based on the terms of "Exhibit A" and "Exhibit B" attached hereto and made part of this Agreement. In the event that attendance exceeds the number on which the fee paid by the User has been computed, the User shall be obligated to pay the difference within 48 hours of the conclusion of the event. User understands that not all events are eligible under the "TULIP Class One Events" of "Exhibit A", and such coverage is subject to terms, conditions and exclusions. The User agrees to provide the City with a certificate of insurance in accordance with "Exhibit B". The City reserves the right to solicit from the user copies of any and all insurance policies and corresponding endorsements in connection with this Agreement. User shall be responsible for submitting all necessary insurance documentation, as required by Manuel Artime and/or the City of Miami Department of Risk Management, no less than thirty (30) days prior to the Event/Use Date. Failure to do so will result in an automatic termination of this agreement and forfeiture of all deposit funds. 15. DEFAULT: User is responsible for providing a fully signed and notarized agreement to Manuel Artime no less than thirty (30) days prior to the Event/Use Date, and if User fails to comply, the event will automatically be cancelled and all deposit funds shall be retained by Manuel Artime. If User fails to comply with any term(s) or condition(s) of this Agreement, or fails to perform any of its obligations hereunder, then User shall be in default. Upon the occurrence of a default hereunder, the City, in addition to all remedies available to it by law, may by notice to User, terminate this Agreement whereupon all deposits, payments, advances, or other compensation paid by the User to the City shall be retained by the City. Notwithstanding any other provision herein, or any rule or regulation providing otherwise if the User cancels the event Thirty (30) days or less than thirty (30) days from the commencement of the Use Period this shall be a default by the User who shall automatically forfeit and owe the entire Basic Use Rate as defined by §4 (a) herein. The Basic Use Rate shall be immediately due and owing to the City, not as a penalty but as liquidated damages; insofar as the parties cannot ascertain 8 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 the losses the City will suffer from the inability to allow another User to use the facility during this Use Period. The User shall have no recourse against the City due to the User's cancellation of the event thirty (30) or less days preceding the Use Period. The User shall be liable to pay interest at the rate of twelve percent (12%) per annum, or the maximum rate permissible by law if less, for the principal involved in the Basic Use Rate until it is paid in full. The forfeiture of the Basic Use Rate shall not apply if the cancellation occurs due to an Act of God (e.g. hurricane, tornado). 16. 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) day prior written notice to User. Additionally, the City shall have the right to cancel the presentation of an Event, at any time if, in the exercise of its reasonable discretion, the City determines that the presentation of such Event, at the scheduled time, 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, without notice or 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 that the Facility is sold, is condemned, or in the event of its damage due to fire, windstorm, catastrophe or other act of God, and the City decides, in its sole discretion, not to repair or rebuild. (d) Force Maieure: The City shall not be liable for any failure to perform its obligations where such failure is caused by conditions beyond its control, including, but not limited to, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, events in foreign countries that affect the City and its citizens, hostilities (whether war is declared or not), civil war, rebellion, pandemics, revolution, insurrection, riots, street celebrations or protests, military or usurped power or confiscation, terrorists activities, nationalization, government sanctions or restrictions, blockage, embargo, labor dispute, strike, lockout or interruption, or the failure of services such as electricity or telephone. (e) Cancellations and Return of Deposit: Except where this Agreement is terminated for cause or cancelled by the User outside of the allowable timeframe(s) as provided by this Agreement, User shall be entitled to a refund of the Deposit and Cleaning Fee, or so much thereof as has not been applied, upon termination of the Agreement, after satisfaction of all amounts due by User hereunder, if any. Should User cancel the event within thirty (30) days of the Event, all deposit funds will be lost. In the event of a refund as per the terms of this Agreement, all refunds shall be returned to the User within thirty (30) days of the cancellation/end of the Event Date, or such reasonable time thereafter as administratively possible by Manuel Artime 17. 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 9 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 connection with User's use of the Facility or presentation of the Event on account of race, color, sex, religion, age, handicap, marital status or national origin. User further covenants that no individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination in connection with the use of the Facility under this Agreement. 18. ASSIGNMENT: This Agreement may not be assigned by User, in whole or in part, without the prior written consent of the City, which may be withheld, or conditioned, in the City's sole discretion. 19. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by giving notice in the manner herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO USER: TO THE CITY: Patricia Rocha Loxen Productions, LLC 8600 NW 41st Street Miami, FL 33166 Art Noriega City Manager 444 SW 2" Avenue, 10th Floor Miami, FL 33130 WITH COPY TO: Victoria Mendez City Attorney 444 SW 2" Avenue, Ste. 945 Miami, FL 33130 20. MISCELLANEOUS PROVISIONS: (a) User shall provide to the Director twenty (20) promotional tickets for each paid event, for the purpose of promoting the Facility. (b) This Agreement shall be construed and enforced according to the laws of the State of Florida and each party shall be responsible for its own attorney's fees. Venue for the resolution of any disputes, including litigation, shall be in Miami -Dade County, Florida. (c) Title and paragraph headings are for convenient reference and are not a part of this Agreement. 10 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 (d) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. (e) Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed 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. (f) This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. (g) User is aware of the conflict -of -interest laws of the City of Miami (Code of the City of Miami, Florida, as amended, Chapter 2, Article V) and agrees that it will fully comply in all respects with the terms of said laws. 21. ENTIRE AGREEMENT: This instrument, together with its attachments and all other instruments incorporated herein by reference constitute the sole and only agreement of the parties hereto relating to the use of the Facilities. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 22. COUNTERPARTS; ELECTRONIC SIGNATURES.: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 23. INSPECTIONS: The User will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations, and ordinances. The User shall have no recourse against the City, its agents, or representatives from the occurrence, non-occurrence, or result of such inspection(s). 24. AMERICANS WITH DISABILITIES ACT: User shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding 11 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, User shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 25. COMPLIANCE WITH LAWS: User accepts this Agreement and hereby acknowledges that User's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this Agreement, and User, and any of its employees, agents or performers, shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida. Further, the User, and any of its employees, agents or performers, hereby agrees to comply with all regulations regarding travel to and from the United States as promulgated by the U.S. Department of Treasury, Office of Foreign Assets Control ("OFAC") and the U.S. Department of State. Violation of any federal, state and local law shall subject the User to immediate cancellation of this Agreement. 26. RELEASE OF THEATER USE OF MATERIALS: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, User hereby grants to theater and the City of Miami, and its licensees, designees and assigns, a non-exclusive license to use, for any reason and via any medium, any and all materials described herein, as collected by Theater or the City of Miami before, during, or after the Event (collectively, the "Materials") in accordance with the terms of this Agreement. The license granted hereunder includes the perpetual, worldwide right to photograph, edit, telecast, rerun, reproduce, use, syndicate, license, print, distribute, and otherwise exploit the Materials, or any portion thereof, as incorporated in any version of Event or rehearsal thereof, in whole or in part, in any manner and in any media, whether now known or hereafter devised, and for the promotion of the Event. 27. CHALLENGE OF EVENT (DATE (S): Another potential user may challenge an existing reservation for an Event ("Challenger"), in writing to the Theater, when the first User with such existing reservation has paid the associated deposit but the contract for such event has not yet been fully executed ("Challenge"). In this event, the Challenger shall furnish a challenge payment of seven hundred forty-nine dollars ($749.00) per day the first User has an existing reservation, in addition to the total amount due to Theater for the Challenger's proposed event, inclusive of all associated rehearsals, Additional Fees, etc. ("Challenge Payment"), to be retained by Theater. Simultaneously, User with an existing reservation has no later than two (2) weeks from the date of the Challenge to return an executed contract with prepayment in full for the Event. If these two (2) weeks pass without the first User executing the contract and tendering payment in full for the Event, the Challenger shall be entitled 12 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 to such reservation and the Theater shall keep such prepayment in full. In the event that the first User submits the executed contract and payment in full for the Event, the Challenge Payment shall be returned in full to the Challenger. 28. COVID-19 PROTOCOLS: User hereby acknowledges and confirms its commitment to holding the Event in a safe and hygienic manner and User shall take reasonable measures to protect its staff, agents, invitees and others from the spread of COVID-19 and other infections and diseases. User shall implement its own safety protocols and utilize measures during the entire Term for the safe and hygienic preparation, operation, and dismantling of the Event. Additionally, User has executed the attached Release included as Exhibit "D" in furtherance of User's commitment to combat the spread of COVID-19. Notwithstanding any language contained in this Agreement to the contrary, the City expressly retains all rights and benefits of sovereign immunity in accordance with Section 768.28, Florida Statutes (2022). Nothing in this Agreement shall be deemed as a waiver of sovereign immunity or as increasing the City's liability beyond any statutory limitation of liability. 29. AUTHORITY TO EXECUTE: The below signatory represents and warrants that it has full authority to enter into, deliver, and perform under this Agreement, and that all acts and actions have been taken to grant such authority, and that no third -party consent, which has not already been obtained, is required. User further represents and warrants that the below signatory is authorized to execute this Agreement on its behalf. 13 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Loxen Productions LLC," a Florida Corporation By: —DocuSigned by: /.% ci `—A22148F7767A402... Print Name: Benjamin Leon IV Title: Manager/Managing Member Date: December 29, 2022 I 11:53:24 PST DocuSigned by: ATTEST: CITY OF MIAMI, a municipal corporation Of the State of Florida By: DocuSigned by: E4bU/560U(;F1459... TODD B. HANNON City Clerk January 4, 2023 1 19:07:18 EST DocuSigned by: A Norie , By ART NORIEGA City Manager January 4, 2023 1 11:25:56 EST APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: "--DocuSigned by: '—FrEF90AF6 O457... VICTORIA MENDEZ City Attorney (22-3487 / JTM)l 114- December 30, 2022 1 19:10:14 EST REQUIREMENTS: DocuSigned by: 55349B495-F25A130... ANN-MARIE SHARPE, Director Division of Risk Management December 29, 2022 1 15:49:24 EST 14 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 "EXHIBIT A" Insurance Fee Schedule 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 15 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 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 Class II $75.00 100.00 150.00 B. Total Event Rates (5 or More Days) $100.00 135.00 185.00 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 16 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 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 II $100.00 135.00 185.00 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 17 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 "EXHIBIT B" INSURANCE REQUIREMENTS- SPECIAL EVENTS INSURANCE 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 II. 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 18 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 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: 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. 19 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 Sound System Control: "EXHIBIT C" In House Equipment* 1 Allen & Heath — ML3000-32 System 1 Cassette Player 1 Numark Dual CD Player Speakers: 2 Sound Physics Labs-TD1sub Dual 12" subwoofer 3 Sound Physics Labs-TD1 3-way full range loudspeakers 7 Tannoy V-8 8" dual concentric loudspeakers (balcony & under balcony) 4 Tannoy V-12 12" dual concentric Loudspeakers (stage monitors) Accessories: 6 AKG D770 handheld microphones Light System 5 CYC 2 Comet Follow Spots 17 PAR 64 13 Altam 360Q (6" x 9") 20 Altam 360Q (6" x 12") 22 Altman 360 Q (6" x 16") * Not all equipment may be available on the date of the event. DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 Theater Fees: Ticket Sales Cost Unit Units Total $ Profit 2 Hours or less 420.00 8 $ 3,360.00 Additional hour $ 52.50 $ - Rehearsal Cost Unit Units Total $ non event date after 5pm 210.00 11 $ 2,310.00 $ Non event date before 5pm 105.00 14 $ 1,470.00 Theater Rental Subtotal $ 7,140.00 Tax 7% $ 499.80 Theater Rental Total $ 7,639.80 In -House sound or light technician Cost Unit Units Total $ No tech 300.00 8 $ 2,400.00 $ Rehearsal 4 hrs or less Tech1 100.00 22 $ 2,200.00 Total Techs $ 4,600.00 Additional Expenses Description Cost Unit Units Total $ Cleaning Crew Event 120.00 8 $ 960.00 $ Theater Cleaning 301.00 9 $ 2,709.00 Extras $ 3,669.00 Total Rental $ 15,908.80 DocuSign Envelope ID: D5317FC6-7171-4AA9-8717-18EF9AFD9191 Exhibit "D" RELEASE OF LIABILITY RELATING TO CORONAVIRUS I am aware of the novel coronavirus, ("COVID-19"), which has been declared a worldwide pandemic by the World Health Organization. COVID-19 is extremely contagious and is believed to spread mainly from person -to -person contact. As a result, federal, state, and local governments and federal and state health agencies recommend physical distancing and have, in many locations, prohibited the congregation of groups and people. The City of Miami encourages preventative measures to reduce the spread of COVID-19. The City cannot guarantee that you, your business, your employees, client, contractors, guests, invitees, or any other person that may utilize the Facility, will not become infected with COVID-19. Further, attending or hosting any event in the Facility could increase my risk and/or any attendees of my Event and/or employed by myself or the company, of contracting COVID-19. I acknowledge that the circumstances regarding COVID-19 are changing from day to day and much information regarding COVID-19 is still unknown. I fully understand and appreciate both the known and unknown potential dangers of utilizing the City's Facility. I acknowledge that my use of any City facilities and services despite the City's reasonable efforts to mitigate such dangers, may result in exposure to COVID-19, which could result in quarantine requirements, serious illness, disability, and/or death. By signing this release, I acknowledge the contagious nature of COVID-19 and voluntarily release the City from any liability if I or any invitee, employee, attendee of the Event is exposed to, or infected by, COVID- 19 by utilizing any City facilities or services. I hereby RELEASE, WAIVE, DISCHARGE, INDEMNIFY, HOLD HARMLESS AND PROMISE NOT TO SUE the City, any of its employees, agents, representatives, volunteers, or contractors from and against any and all liability to myself, my employees, my clients, my invitees, and any personal representatives, assigns, heirs, and next of kin and any claim or demands on account of any property damage or injury, illness, death of, myself, my child, any personal representatives, assigns, heirs, and next of kin as a result of exposure to or infection with COVID-19, whether caused by negligence of the City or otherwise. I VOLUNTARILY ACCEPT SOLE RESPONSIBILITY FOR ANY INJURY TO MYSELF, EMPLOYEES, OR ATTENDEES, including, but not limited to, personal injury, disability, death, illness, damage, loss, claim, liability, or expense of any kind, that may be experienced or incurred in connection with my Event. On my behalf, or Loxen Productions LLC, and on behalf of my employees, I understand and agree that this release includes any claims based on the actions, omissions, or negligence of the City, its employees, agents and representatives, whether a COVID-19 infection occurs before, during, or after participation in any City program or facility. DocuSigned by: A22148F7767A402... Benjamin Leon IV Manager/Managing Member Print Name & Title: Date: December 29, 2022 1 11:53:24 PST 22