Loading...
HomeMy WebLinkAbout24950AGREEMENT INFORMATION AGREEMENT NUMBER 24950 NAME/TYPE OF AGREEMENT THE BILTMORE SCHOOL, INC. DESCRIPTION USE AGREEMENT/MANUEL ARTIME PERFORMING ARTS CENTER/SCHOOL RECITAL/MATTER ID: 24-811 EFFECTIVE DATE May 2, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/2/2024 DATE RECEIVED FROM ISSUING DEPT. 5/3/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB CITY OF MIAMI DOCUMENT ROUTING FORM * I L011PVAT. * 31.10 2 �. U H ORIGINATING DEPARTMENT: DREAM DEPT. CONTACT PERSON: Yunior Santana EXT. (305)960-4686 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: The Biltmore School 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): Recital ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: This is a theater event which the use is consistent with the function of the facility ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR April 23, 2024 I 14:13:47 PRINT: Andrew Frey E�TGNATURE: DocuSigned LAAd.r� q 9AB078FOCF SUBMITTED TO RISK MANAGEMENT April 23, 2024 I 14:31:21 PRINT: Ann -Marie Sharpe E4IGNATURE: DocuSigned SUBMITTED TO CITY ATTORNEY Matter ID#:24-811 r.s. ' April 30, 2024 I 15:29:50 PRINT: 6tigle'°ng E@FGNATURE: 33395C631 I,-DocuSigned at-OrOt, APPROVAL BY ASSISTANT CITY MANAGER May 1, 2024 I 14:48:35 EDT PRINT: Larry Spring SIGNATURE: \--8 DocuSigned FtWniSp 69D94 RECEIVED BY CITY MANAGER May 1, 2024 I 18:31:02 EDT PRINT: Arthur Noriega SIGNATURE: DocuSigned A�F Narie< \---aSo May 2, 2024 I 18: 29 : 23 EDT PRINT: Todd Hannon SIGNATURE: PRINT: SIGNATURE: PRINT' SIGNATURE: 1::—J `—E46D7560DCF145 DocuSigned by: 1) ONE ORIGINAL TO CITY CLERK, C [_os 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT y: �y E4C0... by: 144(17 14E7... y: 48B... y: "tln,6� 54D4... y: Ia D42A... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB USE AGREEMENT MANUEL ARTIME PERFORMING ARTS CENTER May 2, 2024 1 18:29:23 EDT This Use Agreement ("Agreement") is entered into this _ day of , 2024, by and between the City of Miami, a municipal corporation of the State of Florida ("City") and The Biltmore School, Inc., 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 School Recital ("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: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 the rehearsal of the Event shall commence at 6:30 PM, on the 22nd day of April, 2024, and shall terminate at 8:30 PM, on the 22nd day of April, 2024. The period for the rehearsal of the Event shall commence at 9:00 AM, on the 22nd day of April, 2024, and shall terminate at 1:00 PM, on the 22nd day of April, 2024. • 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 22nd day of April, 2024, prior to the Event period, and dismantle shall begin immediately upon the conclusion of the Event terminating no later than 10:00 PM on the 22nd day of April, 2024. 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: In consideration of the use of the Facility, User shall pay to the City a use fee in the total amount of three thousand one hundred sixty-two dollars and seventy-five cents ($3,162.75) ("Use Fee") as further described in Exhibit "C." This amount includes the Basic Use Rate, Theater Staff Charges, and Additional Charges all as further described below. (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 $n/a per Event, plus $420.00 per rehearsal, plus $105.00 per hour (n/a) on additional time for setup and dismantle ("Basic Use Rate") with a total amount due of $561.75, to be paid no later than April 12, 2024. 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. 2 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB (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 eight hundred dollars (1800.00) plus forty dollars ($40.00) per hour/per theater staff member (n/a hours) for a total amount due of $880.00, to be paid no later than April 12, 2024. 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 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 $n/a plus forty ($40.00) per hour/per technician (n/a) for a total amount due of $n/a to be paid no later than n/a, 2023. 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. 3 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 one hundred and five dollars ($105.00), 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 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: 4 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB (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 Department and Building Department, 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. 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. 5 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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, 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 6 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 Depai anent 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. N Notwithstanding any other provision herein, or any rule or regulation providing otherwise if the User cancels the event thirty (30) days or less 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 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) days or less 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), 7 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 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: Gina Duarte -Romero The Biltmore School, Inc. 1600 SW Red Road Miami, FL 33155 TO THE CITY: Art Noriega City Manager 444 SW 2' 1 Avenue, 10tb Floor Miami, FL 33130 WITH COPY TO: 8 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB George K. Wysong III Acting City Attorney 444 SW 21 1 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. (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 or limitation of its use. (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 property 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 9 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 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 10 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 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. 11 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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. "The Biltmore School, Inc." a Florida Corporation By: ,-DocuSigned by: -ADC1AC62D8D7487... Print Name: Gina Duarte -Romero Title: Principal Date: April 22, 2024 1 07:07:15 PDT ATTEST: By: DocuSigned by: DocuSigned by: 0l36DcWt4NNON City Clerk May 2, 2024 1 18:29:23 EDT APPROVED AS TO FORM AND CORRECTNESS: DocuSigned by rrsti 48,7-7EE9FE88248B... GEORGE K. WYSONG III °s tfikF Acting City Attorney April 30, 2024 1 15:29:50 EDT CITY OF MIAMI, a municipal corporation Of the State of Florida By: ART NORIEGA City Manager May 1, 2024 1 18:31:02 EDT ,-DocuSigned by: Ari' Ndne , 85-OC�6�'372 D�427 APPROVED AS TO INSURANCE REQUIREMENTS: EDocuSigned by: FratA1 �ow1c� 27395C6318821AE7... ANN-MARIE SHARPE, Director Division of Risk Management April 23, 2024 1 14:31:21 EDT 12 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB "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 H $95.00 140.00 235.00 $170.00 215.00 355.00 Class HI $150.00 200.00 310.00 Class HI $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 13 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 14 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 15 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB "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 16 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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. 17 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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: 60E9164C-58DB-48F0-A172-06860A82D5EB Theater Fees: Profit 2 Hours or less $ 420.00 1 $ 420.00 Rehearsal Cost Unit Units Total on event day 4 hours or less $ 105.00 1 $ 105.00 Tax 7% $ 36.75 Theater Rental Total $ 561.75 In -House sound or light technician Cost Unit Units Total Light $ 300.00 1 $ 300.00 Sound $ 300.00 1 $ 300.00 Additional Hour Techl $ 40.00 1 $ 40.00 Additional Hour tech2 $ 40.00 1 $ 40.00 Rehearsal 4 hrs or less Techl $ 100.00 1 $ 100.00 Rehearsal 4 hrs or less Tech2 $ 100.00 1 $ 100.00 Total Techs $ 880.00 Extra Equipment Cost Unit Units Total Top/Bottom Lights + Haze $ 800.00 1 $ 800.00 Total $ 800.00 Additional Expenses Description Cost Unit Units Total Cleaning Crew Event $ 120.00 1 $ 120.00 Concession Stand (Not Yet) $ 500.00 1 $ 500.00 Theater Cleaning $ 301.00 1 $ 301.00 Extras $ 921.00 Total Rental $ 3,162.75 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 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 if 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 The Biltmore School, Inc 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. DocuSignneed by: ADC1AC62D8D7487... na uuarte-Komero Print Name & Title: Pri nci pal Date: April 22, 2024 I 07:07:15 PDT 20 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB CORPORATE RESOLUTION WHEREAS, The Biltmore School, INC. desires to enter into an Agreement with the City of Miami, a copy of which is attached hereto ; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that Gina Duarte -Romero is hereby authorized and instructed to enter into an Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed Agreement to which this resolution is attached. DATED this 29th day of F1ru 2 4 Signature: Print Name: Gina Duarte- Romero Title: Principal and Owner STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this 26:1 day of 4iW1_0 2024, by Coo -��(`� Personally Known OR Produced Identification Type of Identification Produced 1— ' L k CA C 1 al err L S c-er s-e, (NOTARY SEAL) NOTARY PUBLIC — STATE OF FLORIDA Print Name: Lionc-nr ' fp Commission No.: �� (0 2- 3 Commission Expires: ,lr fJr i i "1 - DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB N/ IJ/L.*, J. IJ rivi Detail by Entity Name DIVISION OF CORPORATIONS J { `/ ni JS,I 1f an official Stare of Florida web3ite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation THE BILTMORE SCHOOL, INC. Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Principal Address 1600 S.W. RED ROAD MIAMI, FL 33155 Changed: 05/21/2001 Mailing Address 1600 S.W. RED ROAD MIAMI, FL 33155 380316 59-1355026 04/12/1971 FL ACTIVE NAME CHANGE AMENDMENT 08/25/2006 NONE Changed: 05/21/2001 Registered Agent Name & Address Duarte -Romero, Gina 1600 SW Red Road Miami, FL 33155 Name Changed: 11/28/2023 Address Changed: 03/29/2016 Officer/Director Detail Name & Address Title DPTS Duarte -Romero, Gina C https://search.sunbiz.org/Inq uiry/CorporationSearch/SearchResultDetai 1?i nq ui rytype=EntityNarre&di rectionType= !nib al&searchNameOrder=BILTMORESCHO... 1/3 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB N/ I VI J. IJ rivi 1600 S.W. RED ROAD MIAMI, FL 33155 Detail by Entity Name Annual Reports Report Year Filed Date 2023 01/31/2023 2023 11/28/2023 2024 02/06/2024 Document Imams 02/06/2024 — ANNUAL REPORT View image in PDF format 11/28/2023 — AMENDED ANNUAL REPORT View image in PDF format 01/31/2023 — ANNUAL REPORT View image in PDF format 01/12/2022 — ANNUAL REPORT View image in PDF format 01/14/2021 — ANNUAL REPORT View image in PDF format 03/11/2020 — AMENDED ANNUAL REPORT View image in PDF format 01/09/2020 — ANNUAL REPORT View image in PDF format 03/04/2019 — ANNUAL REPORT View image in PDF format 02/23/2018 — ANNUAL REPORT View image in PDF format 01/16/2017 — ANNUAL REPORT View image in PDF format 03/29/2016 — ANNUAL REPORT View image in PDF format 02/12/2015 — ANNUAL REPORT View image in PDF format 01/13/2014 — ANNUAL REPORT View image in PDF format 03/18/2013 — ANNUAL REPORT View image in PDF format 01/04/2012 — ANNUAL REPORT View image in PDF format 01/03/2011 — ANNUAL REPORT View image in PDF format 01/05/2010 — ANNUAL REPORT View image in PDF format 06/18/2009 — ANNUAL REPORT View image in PDF format 01/06/2009 — ANNUAL REPORT View image in PDF format 06/02/2008 — ANNUAL REPORT View image in PDF format 03/15/2007 — ANNUAL REPORT View image in PDF format 08/25/2006 — Name Change View image in PDF format 04/21/2006 — ANNUAL REPORT View image in PDF format 01/21/2005 — ANNUAL REPORT View image in PDF format 02/03/2004 — ANNUAL REPORT View image in PDF format 02/07/2003 — ANNUAL REPORT View image in PDF format 02/01/2002 — ANNUAL REPORT View image in PDF format 05/21/2001 — ANNUAL REPORT View image in PDF format 03/25/2000 — ANNUAL REPORT View image in PDF format 03/04/1999 — ANNUAL REPORT View image in PDF format 01/15/1998 — ANNUAL REPORT View image in PDF format 10/28/1997 — ANNUAL REPORT View image in PDF format 01/23/1996 — ANNUAL REPORT View image in PDF format https://search.sunbiz.org/Inq uiry/CorporationSearch/SearchResultDetai 1?1 nq ui rytype=EntityName&di rectionType= !nib al&searchNameOrder=BILTMORESCHO... 2/3 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB N/ I VIL.*, J. IJ ran Detail by Entity Name of State, Division of Corporations https://search.sunbiz.org/Inq uiry/CorporationSearch/SearchResultDetai 1?i nq ui rytype=EntityNane&di rectionType= !nib al&searchNameOrder=BILTMORESCHO... 3/3 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB A`OROI CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 4(MM!DD4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wilson, Washburn & Forster Insurance 16505 NW 13th Ave Miami FL 33169 CONTACT NAME: PHONE FAX A/C, No, Ext): 305-666-6636 (A/C, No): 305-662-7778 E-MAIL ADDR ESS: acsr@wwfins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Associated Industries Ins Co 23140 INSURED BILTM-2 The Biltmore School, Inc. 1600 SW 57th Avenue Miami FL 33155 INSURER B: WESCO Insurance Company 25011 INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1602376680 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y WPP1872001-03 8/31/2023 8/31/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ 3,000,000 $ B AUTOMOBILE X LIABILITY X SCHEDULED WPP1872001-03 8/31/2023 8/31/2024 COMBINED SINGLE LIMIT (Ea accident) $ 1 000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A AWC1205672 4/5/2024 4/5/2025 )( 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 B Educator Legal Professional Liab Retro:8/31/15 WPP1872001-03 8/31/2023 8/31/2024 Each Limit $300,000 Total Agg $300,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Sexual or Physical Abuse or Molestation Vicarious Liability Each Abuse Conduct $300,000 Annual Aggregate $300,000 The Venue ID Code is 3759-092 City of Miami/ Manuel Artime Theater is named as additional insured with respect to General Liability on a primary and non-contributory basis. CERTIFICATE HOLDER CANCELLATION City of Miami/ Manuel Artime Theater 444 SW 2nd Avenue Miami FL 33130 United States DS �G 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 ( ) l ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY GENERAL LIABILITY ENHANCEMENT: NONPROFIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Extended Property Damage Included 2 Limited Rental Lease Agreement Contractual Liability $100,000 limit 2 Non -Owned Watercraft Less than 58 feet 2 Damage to Property You Own, Rent, or Occupy $50,000 limit 2 Damage to Premises Rented to You $1,000,000 2 HIPAA Clarification 3 Medical Payments $20,000 4 Medical Payments — Extended Reporting Period 3 years 4 Athletic Activities Amended 4 Supplementary Payments — Bail Bonds $10,000 4 Supplementary Payment — Loss of Earnings $1,500 per day 4 Employee Indemnification Defense Coverage $25,000 4 Key and Lock Replacement — Janitorial Services Client Coverage $20,000 limit 4 Additional Insured — Newly Acquired Time Period Amended 5 Additional Insured — Medical Directors and Administrators Included 5 Additional Insured — Managers and Supervisors (with Fellow Employee Coverage) Included 5 Additional Insured — Broadened Named Insured Included 5 Additional Insured — Funding Source Included 6 Additional Insured — Home Care Providers Included 6 Additional Insured — Managers, Landlords, or Lessors of Premises Included 6 Additional Insured — Lessor of Leased Equipment Included 6 Additional Insured — Grantors of Permits Included 6 Additional Insured — Vendor included 6 Additional Insured — Franchisor Included 7 Additional Insured — As Required by Contract Included 7 Additional Insured — Owners, Lessees, or Contractors included 7 Additional Insured — State or Political Subdivisions Included 7 Additional Insured —Trustees, Officials, Members of the Board of Governors, Rabbi, Clergymen or Deacons Included 8 Duties in the Event of Occurrence, Claim or Suit Included 8 GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Used with permission Page 1 of 9 DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB Unintentional Failure to Disclose Hazards Included 8 Transfer of Rights of Recovery Against Others To Us Clarification 8 Liberalization Included 8 Bodily Injury — includes Mental Anguish Included 8 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 9 Aggregate Limit Per Location Included 9 A. Extended Property Damage Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited Rental Lease Agreement Contractual Liability Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $100,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -Owned Watercraft Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph g. (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, Subsection 2. Exclusions, Paragraph j. Damage to Property, item (I) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $50,000 limit. A client is defined as a person under your direct care and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of Section 1 — Coverages, Coverage A Bodily injury and Property Damage Liability, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 2 of 9 Used with permission DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. b. Section III — Limits of Insurance, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to anyone premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. Section V — Definitions, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. Section IV — Commercial General Liability Conditions, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (ii) is deleted in its entirety and replaced by the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit Section of the Declarations is amended to the greater of: a) $1,000,000; or b) The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA Section I — Coverages, Coverage A Bodily Injury and Property Damage Liability, is amended as follows: 1. Paragraph 1. Insuring Agreement is amended to include the following: We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or "civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended to include the following additional exclusions: This insurance does not apply to: a) Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b) Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c) Other Remedies Any remedy other than monetary damages for penalties assessed. d) Compliance Reviews or Audits Any compliance reviews by the Department of Health and Human Services. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 3 of 9 Used with permission DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB 3. Section V — Definitions is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services (HHS) arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. G. Medical Payments — Limit Increased to $20,000, Extended Reporting Period ff Coverage C — Medical Payments is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of Section 111— Limits of Insurance to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part 2. Section I — Coverage, Coverage C Medical Payments, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: b) The expenses are incurred and reported to us within three years of the date of the Accident. H. Athletic Activities Section I — Coverage, Coverage C Medical Payments, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. Supplementary Payments Section I — Coverages, Supplementary Payments — Coverage A and B are amended as follows: 1.b. is deleted in its entirety and replaced by the following: 1. b. Up to $10,000 for cost of bail bonds required because of accidents or traffic law Violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these. 1.d. is deleted in its entirety and replaced by the following: 1. d. Alf reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,500 a day because of time off from work. J. Employee Indemnification Defense Coverage Section I — Coverages, Supplementary Payments — Coverage A and B the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. K. Key and Lock Replacement — Janitorial Services Client Coverage Section I — Coverages, Supplementary Payments — Coverage A and B is amended to include the following: We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $20,000 policy aggregate. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 4 of 9 Used with permission DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or anyone to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contractor work order for your services for a described premises and have billed for your services. b. "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after termination of service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. "Employee" does not mean: (a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional lnsureds Section Il — Who Is An Insured is amended as follows: (3) 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is deleted in it's entirely and replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators — Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provision does not change item 2.a. (1) (a) of form CG 00 01 as it applies to managers of a limited liability company. c. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 5 of 9 Used with permission DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB d. Funding Source — Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named insured's option, any person or organization under your direct supervision and control while providing for your private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises — Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement. With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury' caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. g• h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. i. Vendors — Only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you: (c) Any physical or chemical change in the product made intentionally by the vendor; GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 6 of 9 Used with permission DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exception contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. j. Franchisor — Any person or organization with respect to their liability as the grantor of a franchise to you. k. As Required by Contract — Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations (e) (f) (g) (h) I. Owners, Lessees or Contractors — Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) Ail work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. m. State or Political Subdivisions — Any state or political subdivision as required, subject to the following provisions: (1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 7 of 9 Used with permission DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB (a) "Bodily injury," "property damage" or "personal and advertising injury' arising out of operations performed for the state or municipality; or (b) Bodily injury" or "property damage" included within the "products -completed operations hazard." n. Your trustees, officials, members of the board of governors, Rabbi, Clergymen or Deacons but only with respect to their duties as such. M. Duties in the Event of Occurrence, Claim or Suit Section IV — Commercial General Liability Conditions, Paragraph 2. Is amended as follows: a. is amended to include: This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. b. is amended to include: This condition will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership: or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards Section IV — Commercial General Liability Conditions, 6. Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us Section IV — Commercial General Liability Conditions, 8. Transfer of Rights of Recovery Against Others To Us is deleted in its entirety and replaced by the following: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and helps us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of loss, provided the waiver is made in a written contract. P. Liberalization Section IV — Commercial General Liability Conditions, is amended to include the following: If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury — Mental Anguish Section V — Definitions, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 8 of 9 Used with permission DocuSign Envelope ID: 60E9164C-58DB-48F0-A172-06860A82D5EB R. Personal and Advertising Injury — Abuse of Process, Discrimination if Coverage B Personal and Advertising Injury Liability Coverage is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. Section V — Definitions, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. Section V — Definitions, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. S. Aggregate Limit Per Location Section III — Limits of Insurance and Section V — Definitions 1. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. 2. Under Section V — Definitions, the following definition is added as follows: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. GL990252 0717 Includes Copyrighted Material of the Insurance Services Office, Inc. Page 9 of 9 Used with permission Olivera, Rosemary From: Santana, Yunior Sent: Friday, May 3, 2024 1:36 PM To: Hannon, Todd; Olivera, Rosemary Subject: ID24-811 - 04/22/2024 - By The Biltmore School Attachments: Executed - MAT - ID24-811 - 04222024 - By The Biltmore School.pdf ID24-811 - 04/22/2024 - By The Biltmore School Good afternoon Todd: Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Sincerely, MANUEL ART THEATER `4'Fcrr.s � use @r ��t .fir Yunior Santana City of Miami Venues Manager Direct Line: 305-960-4686 Fax: 305-400-5258 900 SW 15t Street Miami, FL 33130 Directions r OfYMPIQ THEATER [ aHl IS TIMELESS N E DIUM RENT THE VENUES Follow Us (Crt+Click) t � es Unless noted as "Florida Statute: 119 Exempt", All emails sent and received through the City of Miami's email system are considered public record. The Florida Public Records Act (FPRA) requires the City to make all public records available for inspection and to provide copies upon request. Please govern yourself accordingly. This message including all attachments is privileged and confidential, intended only for the named recipient(s) and may contain information that is privileged or exempt from disclosure under applicable law. If you are not the intended recipient(s), you are notified that dissemination, distribution or copying of this message is strictly prohibited. If you receive this message in error, or are not the named recipient(s), please notify the sender at either the address or telephone number listed. 1