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HomeMy WebLinkAbout26106AGREEMENT INFORMATION AGREEMENT NUMBER 26106 NAME/TYPE OF AGREEMENT ANTIGUA COLLEGE INTERNATIONAL INC. DESCRIPTION USE AGREEMENT/MANUEL ARTIME PERFORMING ARTS CENTER/GRADUATION CEREMONY/MATTER ID: 25-3066 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 10/24/2025 DATE RECEIVED FROM ISSUING DEPT. 5/5/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 CITY OF MIAMI DOCUMENT ROUTING FORM F,D,s ORIGINATING DEPARTMENT: DREAM DEPT. CONTACT PERSON: Yunior Santana EXT. NAME OF CONTRACTUAL PARTY/ENTITY: Antigua College International Inc. IS THIS AGREEMENT TO BE EXPEDITED/RUSH TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY: Graduation Ceremony ❑ YES NO FUNDING INVOLVED? OYES ONO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (DETAILED SUMMARY/ADD ADDITIONAL PAGES IF NECESSARY) COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: This is a Mandel Artime Theater event which the use is consistent with the function of the facility ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR October 15, 2025 I 11:36:20 EDT PRINT: Andrew Frey SIGNATURE: DocuSigned by [61A66A-si Fr 9AB078FOCF7F SUBMITTED TO RISK MANAGEMENT PRINT: David Ruiz SIGNATURE: f—DocuSigned by FratAk ,-2" October 15, 2025 I 11:56:14 EDT SUBMITTED TO CITY ATTORNEY Matter ID 25 3066 PRINT: GEORGE K. WYSONG III SIGNATURE: 821,1 ' �dby r—Docusigned by ate{-bV'Ot, - October 15, 2025 116:46:01 EDT FPO APPROVAL BY ASSISTANT CITY MANAGER PRINT: ERICA PASCHAL DARLING SIGNATURE -9.F DocuSigned by e-vi. P October 19, 2025 1 08:26:34 EDT APPROVAL BY DEPUTY CITY MANAGER PRINT: NATASHA SIGNAT BROOK-WILLIAMS Do505��� DocuSigned by [SW444 Co 8484: PE October21, 2025 I 16:02:49 EDT RECEIVED BY CITY MANAGER PRINT: ART NORIEGA, V SIGNATURE: -A ,—DocuSigned by Ari- No i€ `— 850CF6C372UD ,—DocuSigned by �FdRI1Z SROLV`FI. October 22, 2025 1 07:08:45 EDT SUBMITTED TO THE CITY CLERK October 24, 2025 110:35:32 EDT PRINT: TODD B. HANNON SIGNATURE: vy CO �.G BC... 1 B... 2A... 59.. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 USE AGREEMENT FOR EVENT SPACES MANUEL ARTIME PERFORMING ARTS CENTER THIS AGREEMENT hereinafter referred to as the "Agreement," made this , ("Effective Date") by and between the City of Miami, a municipal corporation in the State of Florida, hereinafter referred to as the "CITY," and Antigua College International Inc. a(n) for -profit corporation with offices located at 14505 Commerce Way Suite 522 Miami Lakes, FL 33016 hereinafter referred to as the "USER." The CITY and USER may each be individually referred to as a "Party" or collectively as the "Parties." RECITALS WHEREAS, the CITY owns and is responsible for the operation and management of the Manuel Artime Performing Arts Center located at 900 SW 1st Street, Miami, Florida 33130, hereinafter referred to as the "THEATER"; and WHEREAS USER wishes to use the THEATER for the purpose of conducting a Graduation Ceremony hereinafter referred to as the "EVENT"; and NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, the CITY and USER agree as follows: 1. INCORPORATION OF RECITALS AND EXHIBITS: The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Special Terms & Conditions Exhibit B — Fee Schedule Exhibit C — Use Area Exhibit D — Insurance Requirements Exhibit E — TULIP Insurance Exhibit F — Stage Equipment Exhibit G — Rules and Regulations for Use of City of Miami Municipal Facilities Exhibit H — Corporate Resolution or Other Proof of Authority Exhibit I — Application Exhibit J — Anti -Human Trafficking Affidavit Exhibit K — Certificate of Insurance In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor this Agreement then the priority order indicated above. 2. DEFINITIONS: All references to "days" shall mean calendar days unless expressly stated otherwise. 3. TERM Rev. 08292024 Page 1 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 This Agreement shall be effective from the Effective Date first written above, until the date on which all applicable fees and charges for the EVENT have been paid to CITY unless terminated earlier as provided for herein. 4. PERMITTED USE: The CITY hereby grants User a temporary, non-exclusive license to enter and occupy the USE AREA, as further described herein, solely for the purposes of presenting, rehearsing, setting up, and breaking down the EVENT during the specific times and dates as further described in Exhibit "A" ("USE PERIOD"). Unless otherwise specifically provided hereunder, USER shall be completely responsible for the production, coordination and management of the EVENT, at its sole cost and expense. USER shall not construct or erect any fixtures within the USE AREA without the Auditorium Manager's prior written approval, which may be withheld in the Auditorium Manager's sole discretion, and may be conditioned upon further restrictions or conditions as may be prescribed by the CITY. 5. USE AREA: As used in this Agreement, "USE AREA" means the portion of the THEATER required by the USER and as authorized by the CITY for the EVENT and as further described in Exhibit "C" attached hereto. The CITY shall have the right to enter and/or access the USE AREA at any time during the USE PERIOD as it deems necessary. USER shall not prohibit the CITY'S access to the USE AREA at any time. 6. CONDITION OF USE AREA: USER has inspected, or has been given the opportunity to inspect, the USE AREA, prior to execution of this Agreement, and accepts it in its present condition and agrees to maintain and return the same in its preexisting condition upon conclusion of the EVENT. After conclusion of an EVENT, the CITY will conduct an inspection of the USE AREA within ten (10) business days. Any repairs or restorative work required will be communicated to USER and may be deducted from the DEPOSIT, as defined hereafter. 7. COMPLIANCE WITH APPLICABLE LAWS, RULES, AND REGULATIONS: USER agrees to obtain all required licenses and permits and to abide by and comply with all applicable federal, state and local laws, rules, regulations, codes and ordinances during its use of the THEATER. 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 and is attached hereto as Exhibit "G." USER hereby represents and warrants to the CITY that USER shall abide by each, and shall not permit the violation of any, rule or regulation set out therein. ANTI -HUMAN TRAFFICKING. USER confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Florida Statute, 787.06. The USER shall execute and submit to the CITY an Affidavit, of even date herewith, in compliance with F.S. 787.06(13), attached an incorporated herein as Exhibit J. If the USER fails to comply with the terms of this Section the City may suspend or terminate this Agreement, immediately without prior notice, and in no event shall the CITY be liable to USER for any additional compensation or for any consequential or incidental damages. Violation of any federal, state and local law, rule, or regulation shall be grounds for immediate termination of this Agreement by CITY and the forfeiture of all deposits due to the CITY. 8. COMPENSATION: In consideration of the use of the USE AREA, USER shall pay to the CITY, a USE FEE as further described in Exhibit "B." USER shall make payment in the manner and method proscribed in Exhibit "B." Except as otherwise specifically provided herein, USER shall be responsible for all costs involved in the presentation of the EVENT, including without limitation: all Broadcast Music, Inc. (`BMI") and American Society of Composers, Authors and Publishers ("ASCAP") license fees, all staffmg and all charges for police, Rev. 08292024 Page 2 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 fire rescue and inspector and/or assembly permit, security, building electrical and plumbing permits, insurance, all utilities, supplies, equipment rental, ticket surcharge, all applicable taxes, including State of Florida Sales Tax and other services, except those which are furnished by the CITY and are included in the USE FEE. 9. TERMS OF PAYMENT: All payments from USER to the CITY shall be by cashier's or certified check drawn from a local bank, or credit card acceptable to the CITY. No payments shall be made in the form of cash. USER must pay to CITY the USE FEE, excluding fees or charges that are incurred during the EVENT, no later than the dates and times indicated in Exhibit "B." Failure to timely pay said USE FEE may result in the immediate termination of this Agreement and the forfeiture of all deposits due to the CITY, in the CITY' S sole discretion. 10. DEPOSIT: Concurrent with the Effective Date of the Agreement, and as a condition to its effectiveness, USER shall pay to CITY a deposit in the amount proscribed in Exhibit `B," ("DEPOSIT") to be held by CITY throughout the Term of this Agreement. The DEPOSIT shall secure USER'S performance under this Agreement and full payments of the fees and charges due hereunder, including, but not limited to any repairs, restoration, cleaning, staff charges, or other applicable additional charges, or to defray other reasonable expenses incurred by the CITY as a consequence of USER'S use or non-use of the THEATER. The CITY shall return the DEPOSIT, or any unexpended portion thereof, to USER upon the full satisfaction of USER'S obligations herein. The CITY may deduct the cost of any repairs necessary to restore the USE AREA to its preexisting condition, repairs or replacements of any damaged equipment or materials, or outstanding fees or charges due to the CITY from the DEPOSIT. In the event the amount necessary for repairs or replacements or to satisfy USER's obligations hereunder exceeds the DEPOSIT, then the USER agrees to pay the balance to the CITY, within five (5) business days of the CITY'S request for payment. USER understands that the CITY will seek reimbursement of any costs for repairs or restorative work for damage caused by the USER, for costs exceeding the DEPOSIT. 11. SECURITY: USER shall provide at USER'S cost, all necessary perimeter/t-shirt event security and police officers to be determined by the CITY' S Police Department and the CITY. 12. CATERING: USER, at its own cost, shall provide catering, food and beverages and the cleanup of the designated food area during the EVENT. If USER elects to provide catering, it must inform the CITY in writing as soon as possible, however, no later than sixty (60) days prior to the commencement of the USE PERIOD. The CITY, in its sole discretion, may require additional insurance coverages beyond those listed in Exhibits "D" and "E" attached hereto. USER must provide all required licensing and certificates of insurance evidencing all required insurance coverages required by the CITY no later than sixty (60) days prior to the commencement of the USE PERIOD. If USER elects to serve alcoholic beverages, USER must obtain a temporary alcohol license. USER is strictly prohibited from providing catering, food, and/or beverages without first complying with the requirements of this Section. USER must adhere to all State, County, and Municipal health codes, rules and regulations while providing catering, food, and or beverages. The CITY retains the right to hire, at USER'S cost and expense, a Concession Coordinator, whose responsibility will be to oversee and approve the coordination of all concession operators, and to report to the CITY and require immediate correction of any acts that do not conform to this Agreement, including, but not limited to, the adherence of all State, County, and Municipal health codes, rules and regulations. 13. INSURANCE: USER shall obtain and maintain in force for the USE PERIOD, General Liability Insurance on a Comprehensive General Liability Form or an equivalent policy form in the amount of coverage deemed acceptable by the City of Miami Risk Management Administrator for bodily injury and property damage liability as shown on Exhibits "D" and "E" attached hereto. The CITY shall be named "Additional Insured" on all policies. Any questions regarding Insurance should be directed to the Insurance Administrator, Risk Management Division, 444 SW 2nd Avenue 9th Floor, Rev. 08292024 Page 3 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Miami, Florida 33130, (305) 416-1604. USER shall furnish all insurance certificates required by the City of Miami Insurance Administrator, no later than sixty (60) days prior to the commencement of the USE PERIOD. USER agrees to provide upon request copies of any and all insurance policies and corresponding endorsements in connection with this Agreement within five (5) business days from the CITY'S request. USER is prohibited from using any portion of the USE AREA prior to providing a certificate of insurance demonstrating adherence to all insurance requirements herein. Failure to provide such certificate of insurance by the time provided shall be grounds for termination of this Agreement. 14. INDEMNIFICATION: USER agrees to indemnify, defend, covenant not to sue, and hold harmless forever the CITY, its officials, officers, agents and employees (collectively referred to as the "Indemnitees"), from and against all losses, costs, penalties, fines, damages, claims, expenses (including attorney's fee and costs), and liabilities (collectively referred to as "Liabilities") arising out of, resulting from, or in connection with (i) the EVENT and/or the use of the PREMISES, (ii) the performance or non-performance of this Agreement, whether it is, or is alleged to be, directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them , or (iii) the failure of the USER to comply with any of the provisions contained herein, or to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. USER expressly agrees to indemnify, covenant not to sue, and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by a current or former employee or agent of USER, or any of its subcontractors, as provided above, for which the USER's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. This indemnity provision shall survive the termination of this Agreement and shall continue in effect until the expiration of the corresponding statute of limitations or the tolling thereof. Nothing herein is intended to be construed as a waiver of the CITY'S sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. 15. RISK OF LOSS: The CITY assumes no responsibility whatsoever for any person or property that enters the USE AREA as a result of, or in connection with, the EVENT. In consideration of the execution of this Agreement by the CITY, the USER releases the CITY from any and all liability for any loss, injury, death, theft, damage or destruction to any persons or property which may occur in or about the USE AREA regardless of the cause, including such circumstances where it could be alleged that the CITY, or its employees, agents or contractors were negligent. USER does not agree to release the CITY for any and all liability which is determined to be caused solely due to the intentional or willful misconduct of the CITY, or their respective employees or agents. 16. CANCELLATION: All advance sums, or advance payments under this Agreement, shall be forfeited if, through the fault or action of the USER, the EVENT is cancelled before the USE PERIOD. USER may cancel the EVENT with written notice provided no later than one hundred eighty (180) days prior to the first day of the USE PERIOD. Late cancellations shall be deemed a default of this Agreement and will result in the acceleration of the Basic Use Rate, which shall become due to the CITY on the date of cancellation. The parties understand and agree that the CITY will be unable to find another user for the USE PERIOD in the event of a late cancellation and therefore, this acceleration of the Basic Use Rate shall be deemed as liquidated damages. USER shall be liable for interest on the principal of the Basic Use Rate at a rate of twelve percent (12%) per annum, or the maximum rate permissible by law if less for each day the amount remains unpaid. Notwithstanding, this acceleration of the Basic Use Rate shall not apply to cancellations due to Force Majeure. Provided the cancellation does not occur due to USER'S default or late cancellation, USER shall be entitled to a return of the DEPOSIT, or so much thereof that has not been applied to cover outstanding obligations, upon termination of the Agreement and satisfaction of USER'S remaining obligations, if any. In the event a return of the DEPOSIT is due, the CITY shall remit such DEPOSIT within sixty (60) days of the cancellation or termination of the Agreement. Rev. 08292024 Page 4 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 17. DEFAULT: In the event the USER shall fail to comply with each and every term and condition of the Agreement or shall fail to perform any of the terms and conditions contained herein, then the CITY, at its sole option and in addition to all other rights and remedies available to it by law, upon written notice to USER may cancel and terminate this Agreement, and all payments, advances, or other compensation paid by USER pursuant to this Agreement, shall be forthwith retained by the CITY. In the event the default occurs within sixty (60) days from the first day of the USE PERIOD, the CITY may accelerate the Basic Use Rate in accordance with Section 16 above. 18. CITY'S TERMINATION RIGHTS: (a) Termination for Convenience: The CITY shall have the right to terminate this Agreement for convenience, in its sole discretion, upon a thirty (30) days written notice to USER. Additionally, the City shall be able to terminate this Agreement at any time if, in the exercise of its reasonable discretion, the CITY determines that the EVENT is not in the best interest of the CITY due to circumstances beyond the CITY'S reasonable control. (b) Termination for Cause: The CITY shall have the right to terminate this Agreement immediately upon written notice and without liability to USER upon the occurrence of an event of default. (c) Other Termination Rights: The CITY shall have the right to terminate this Agreement in the event the THEATER is sold, condemned, or damaged due to natural or other causes preventing use of the THEATER, regardless of whether CITY is able to repair or make available other spaces. 19. PROMOTIONAL USE OF MATERIALS: USER hereby grants to CITY, its licensees, designess, and assigns, a royalty free, perpetual, worldwide, non- exclusive license to use, for any reason and via any medium, any and all materials collected by the CITY before, during, or after the EVENT, materials used to advertise the EVENT, or any photographs, telecasts, filming, or other materials created before, during, or after the EVENT, whether known or hereafter devised (collectively, the "Materials"). This license includes, but is not limited to, the right to photograph, edit, reformat, manipulate, telecast, rerun, reproduce, use, syndicate, license, display, print, distribute, and otherwise exploit the Materials, or any portion thereof, in any manner or media, for the promotion of the EVENT or THEATER. USER agrees and covenants to include the following statement in all materials used to advertise and/or promote the EVENT, via any medium: The views and opinions expressed in this program are those of the event organizer(s) and the speaker(s) and do not necessarily reflect the views or positions of the City of Miami, or any of its agencies, instrumentalities, officers, officials, and/or employees. 20. AWARD OF AGREEMENT: USER represents and warrants to the CITY that it has not employed or retained any person or company employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 21. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: USER agrees to provide access to the CITY or to any of its duly authorized representatives, to any books, documents, papers, and records of USER which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The CITY may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the USER to the CITY under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of USER which are related to this Agreement. USER agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. USER's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the CITY. The audit provisions set forth in s. 18-99 through s. 18-102 of the Code of the City of Miami, Florida, as amended, are Rev. 08292024 Page 5 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 applicable to this Agreement. 22. PUBLIC RECORDS: USER understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CITY contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable law. USER'S failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the CITY. USER shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records", as may be applicable, which statute is deemed as being incorporated by reference herein. Should USER determine to dispute any public access provision required by Florida Statutes, USER shall do so in accordance with applicable Florida law, and shall do so at its own cost and expense. Any lawsuits filed against the CITY or Indemnitees in connection with USER'S dispute to public access will fall under the USER'S indemnification obligations specified in Section 14 above. IF THE USER HAS QUESTIONS REGARING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE USER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(&MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE USER MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT . 23. NONDISCRIMINATION: USER represents and warrants to the CITY that USER does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with USER's performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor. USER further covenants that no otherwise qualified individual shall solely by reason of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 24. AUTHORIZED PERSONNEL: The CITY shall have authorized representatives with decision making authority, reasonably available at all reasonable times throughout the USE PERIOD for consultation with USER. 25. AUTHORITY TO EXECUTE AGREEMENT: Each party represents to the other that it has the power to enter into the Agreement and that the consent of no other person or entity is required in connection therewith, except as otherwise provided, and the Agreement constitutes a valid and binding obligation of each party in accordance with the terms hereof. 26. RELATIONSHIP OF PARTIES: This Agreement shall not be deemed or construed to create any agency relationship, partnership, or joint venture between the CITY and USER. 27. NOTICES: Notices required under the Agreement shall be deemed to be given when hand -delivered (with receipt Rev. 08292024 Page 6 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested. AS TO THE USER Name: Diony Antigua Title: CEO 14505 Commerce Way Suite 522 Address 1: Address 2: Miami Lakes, FL 33016 Email: dantigua@antigua.edu AS TO THE CITY: Art Noriega City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 anoriega@miamigov com WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 gwysong@miamigov com 28. NONDELEGABILITY This Agreement is personal to the USER. The Agreement may not be transferred, sold, pledged or assigned by USER, in whole or in part, without the prior express written consent of the CITY, which may be withheld or conditioned in the CITY'S sole discretion. 29. GOVERNING LAW; VENUE; ATTORNEY'S FEES: The Agreement shall be construed according to the laws of the State of Florida and Venue shall be in Miami - Dade County. Except in cases where the CITY must bring an action to enforce the provisions of Section 14, in which case the CITY shall be able to recover its reasonable attorney's fees, each party shall bear their own respective attorney's fees. 30. CONFLICT OF INTEREST: USER is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1) and of the State of Florida (as set forth in Florida Statutes) and agrees it will fully comply in all respects with the terms of said laws and any future amendments 31. FORCE MAEJEURE The CITY shall not be liable for any failure to perform its obligations where such failure is caused by conditions beyond its control, including, but not limited to, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), epidemics, pandemics, war, invasion, act of foreign enemies, events in foreign countries that affect the CITY and its citizens, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, riots, street celebrations or protests, military or usurped power or confiscation, terrorists activities, nationalization, government sanctions or restrictions, blockage, embargo, labor dispute, strike, lockout or interruption, or the failure of services such as electricity or telephone. 32. ELECTRONIC SIGNATURES; COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 33. WAIVER: No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made express in writing. Rev. 08292024 Page 7 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 34. WAIVER OF JURY TRIAL: EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. 35. HEADINGS: Title and paragraph headings are for convenient reference and are not a part of this Agreement. 36. SEVERABILITY: Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 37. ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. 38. ACKNOWLEDGEMENT: The Parties expressly acknowledge that each has read and understand each and every provision in this Agreement and have had the opportunity to seek the advice and representation of independent counsel. Furthermore, the Parties expressly acknowledge that this Agreement is entered into in good faith and was not obtained by fraud, misrepresentation, or deceit. 39. TRANSLATIONS: This document may translated from English into various other languages. However, such translation shall not alter, modify, reduce, diminish, or amplify the terms of this Agreement. If there is any conflict between the English version and any translated version, the English version of the Agreement shall prevail. 40. INTELLECTUAL PROPERTY RIGHTS: USER represents and warrants that USER is either the sole author and/or creator of all Materials and any other intellectual property to be used in the EVENT or has obtained and holds all rights necessary to hold the EVENT. USER further represents and warrants that the EVENT does not and will not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party and that the City's right to seek indemnification from USER as provided in this Agreement and shall include any claims made against the City by a third -party for infringement of any intellectual property rights arising out of or related to the EVENT. SIGNATURE PAGE FOLLOWS Remainder of Page Intentionally Blank Rev. 08292024 Page 8 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate official executed the AGREEMENT, this the day and year first written. "USER" By: ESigned by: LL lbin,t a1/diV A October 14, 2025 115:23:51 PDT En1GA.3gy8427.. Signature Date Diony Antigua Print Name CEO Title If Individual, please notarize: STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 20 by , who is ❑ personally known to me or ❑ has produced as identification and who did not take an oath. Notary Stamp: Signature of Notary Public Taking Acknowledgment Print Name: Serial Number (if any): Commission Expires: Rev. 08292024 Page 9 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Signed by: ATTEST: BY: DocuSigned by: F461T75611CF1454 Todd B. Hannon, City Clerk October 24, 2025 110:35:32 EDT CITY OF MIAMI, a municipal corporation of the State of Florida r—DocuSigned by: Art Nonevs BY: \-8seCi=GC-V2De42a Art Noriega, City Manager October 22, 2025 1 07:08:45 EDT APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: DocuSigned by: Prat �bw,t J5 BY: 2 73936631-82-9 4 E 7... David Ruiz, Interim Director Risk Management October 15, 2025 111:56:14 EDT BY: ,—DocuSigned by: Gc 6r (Puisat4 111 "-88776E9FE88248B George K. Wysong III, City Attorney October 15, 2025 116:46:01 E Matter ID: 25-3066 Ij Rev. 08292024 Page 10 of 10 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT A — SPECIAL TERMS & CONDITIONS 1. PROMOTIONAL TICKETS: USER shall provide CITY with twenty (20) promotional tickets for each EVENT film/presentation date, for purposes of promoting the THEATER. 2. MAXIMUM ATTENDANCE: USER understands that the maximum attendance at any one (1) EVENT is eight hundred fifty (850) persons and that USER shall not print more than eight hundred forty one (841) tickets per EVENT. 3. ADULT -ONLY EVENTS: Any EVENT that meets the definition of an Adult live performance as that term is defined in s. 827.11, Florida Statutes, must take affirmative steps to prevent exposing children to an adult live performance in violation of s. 827.11, Florida Statutes. All advertising and promotional material, via any medium, for the EVENT must clearly identify the EVENT as "Adult -Only — Contains Sexual Content," and USER shall ensure no person under the age of eighteen (18) years old is granted entrance to the Theater during the EVENT. USER's violation of this section shall be deemed a default under this Agreement and the CITY may immediately stop an EVENT and cancel the remaining USE PERIOD, in addition to any other remedies available at law or equity. USER shall not be entitled to a refund of any kind or return of the DEPOSIT when an EVENT is stopped or cancelled pursuant to this section. 4. USE PERIOD: USER'S license to use and occupy the USE AREA expires, and USER must restore and vacate the USE AREA, at the time and dates indicated below. Notwithstanding, should USER exceed the USE PERIOD for any reason, then an additional fee of $52.50/hour, rounded up to the nearest hour and not including any Theater Staff Charges or Additional Charges that may be incurred, shall be applied to USER's total USE FEE. If USER anticipates needing more time than permitted during the USE PERIOD, then USER must contact the Auditorium Manager as soon as possible, however, no later than twenty-four (24) hours prior to the applicable USE PERIOD. Whether USER is permitted additional time beyond the USE PERIOD is at the sole and absolute discretion of the CITY. Any equipment or materials left in the USE AREA or THEATER after the termination of the USE PERIOD shall be disposed of by the CITY at USER'S sole cost without any right of claim by the USER, or, in the CITY' S sole discretion, the equipment or materials may be stored at USER'S cost. The USE PERIOD shall consist of the periods for presenting, rehearsing, setting up, and breaking down the EVENT as indicated on the following page: Page left intentionally blank Rev. 08292024 Page A-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 USE PERIOD* Event Commencement Termination Event, Including Set Up/Dismantle October 18 2025 at 9:00 AM October 18 2025 at 6:00 PM *Times and dates are subject to change in the sole discretion of the City. Rev. 08292024 Page A-2 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT B — FEE SCHEDULE 1. USE FEE: In consideration of the use of the USE AREA, USER shall pay to the CITY, a use fee, the specific amount of which shall be determined no later than forty-five (45) days prior to commencement of the USE PERIOD based on the unit fees included in Section 7 below ("USE FEE"). Should USER fail to provide sufficient details of the Event in order to determine the USE FEE at least forty-five (45) days prior to the commencement of the USE PERIOD then this Agreement may be terminated for cause in the CITY' S sole discretion. Any changes or adjustments to the USE FEE shall be formalized in writing and incorporated into this Agreement. The USE FEE shall include the Basic Use Rate, Theater Staff Charges, and Additional Charges, all as further described below. 2. BASIC USE RATE: The Basic Use Rate is determined by the number of rehearsals and performances based on the fees as authorized in Section 38-8 of the City of Miami Code of Ordinances, as amended ("City Code"). The Basic Use Rate includes normal janitorial service, house lights for ordinary use and air conditioning during the USE PERIOD, and use of equipment listed in the Stage Equipment List as further described in Exhibit "F" of the Agreement. 3. THEATER STAFF CHARGES: Theater Staff Charges are not included under the Basic Use Rate. Should USER require theater staff members to aide during presentation of the EVENT, then a fee of three hundred dollars ($300) for a four (4) hour EVENT, and four hundred fifty ($450) for an EVENT longer than four hours but less than eight (8) hours, per staff member shall be applied to USER's total USE FEE. For purposes of this section, an EVENT that requires staff members for two (2) or more consecutive days shall be calculated toward the total hours of the EVENT. If theater staff members are required beyond the eight (8) hours provided herein, then an additional fee of one hundred dollars per hour ($100/hour) per staff member shall be applied to USER'S total USE FEE. Should USER require theater staff members to aide in the setting up, rehearsal, or breakdown of the EVENT, one (1) theater staff member will be assigned to assist, oversee, and supervise operations in the THEATER. There will be no additional Theater Staff Charge for the first eight (8) hours, however, any additional time beyond eight (8) hours will result in an additional Theater Staff Charge of forty dollars per hour ($40/hour). For any Filming EVENT, one (1) theater staff member will be assigned to oversee and supervise operations in the THEATER at a rate of two hundred dollars for the first eight (8) hours of each Film Use Period ($200/Film Use Period). Any additional time beyond eight (8) hours will result in an additional Theater Staff Charge of forty dollars per hour ($40/hour). In addition to the above, the USER shall pay an additional Theater Staff Charge as a "during -event cleaning fee" in the amount of one hundred twenty dollars ($120). This Theater Staff Charge is for the CITY to provide sufficient staff to ensure the THEATER remains clean during the EVENT, including unforeseen incidents that require emergency cleaning. Except as specifically provided herein, USER shall be responsible for all staffing in connection with the use of the THEATER and/or film/presentation of the EVENT, including, but not limited to, ticket sellers/takers, ushers, stagehands, spotlight operators, etc. USER further agrees to use only those sound/lighting technicians that have been approved by the CITY to operate THEATER sound and/or lighting equipment. If the Auditorium Manager determines that it is in the best interest of the CITY to require additional staffing to be present for an EVENT, the USER shall be charged the fees as defined in this Section. 4. ADDITIONAL CHARGES: USER shall be responsible for the cost of all other supplies, services, or equipment not contemplated above that are required in connection with the EVENT ("Additional Charges"). Payment of Additional Charges incurred after this Agreement is executed shall be made no later than five (5) business days following the occurrence giving rise to such Additional Charge. Rev. 08292024 Page B-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 USER shall pay a non-refundable cleaning fee ("Cleaning Fee") of three hundred one dollars ($301) for up to four (4) hours of post -EVENT cleaning. Should additional cleaning be required beyond four (4) hours, then an Additional Charge of twenty-five dollars per hour ($25/hour) shall apply to USER'S total USE FEE. For Rehearsals, USER shall pay a Cleaning Fee of fifty dollars per rehearsal ($50/rehearsal) for post -rehearsal cleaning. 5. PAYMENT SCHEDULE: USER shall make payments in the following amounts no later than the times indicated below. Failure to make timely payment may result in the immediate termination of this Agreement and forfeiture of the DEPOSIT, as hereinafter defined. 1. The DEPOSIT, as further defined below, to be paid upon signing of this Agreement. 2. The minimum use fee, seven hundred twenty and 00/100 dollars ($720.00), acknowledged to have been paid at the time of the Reservation. If not paid at time of Reservation, then it shall be paid upon the signing of this Agreement; 3. The remainder of the USE FEE shall be paid no later than thirty (30) days prior to the commencement of the USE PERIOD. Payment of Additional Charges incurred after execution of this Agreement shall be paid in accordance with Section 4 above. 6. DEPOSIT: USER shall pay, to CITY a DEPOSIT in the amount of one hundred five dollars per day ($105.00/day) of the USE PERIOD as well as a one hundred dollar ($100.00) cleaning deposit (both to be included in the definition of "DEPOSIT"). This DEPOSIT is subject to the provisions in Paragraphs 16 and 17 of the Agreement. 7. FEE SCHEDULE: All applicable fees, except those Additional Charges unforeseen at the time of this writing, are included in the fee schedule included on the following page. Rev. 08292024 Page B-2 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 FEE SCHEDULE Ticket Sales Unit Cost For -Profit Company (4 Hours or less) $ 682.50 Non -Profit Company (4 hours or less) $ 630.00 For Profit Company (2 Hours or less) $ 420.00 Additional hour(s) $ 52.50 Rehearsal Non-event date after 5pm $ 210.00 Non-event date before 5pm $ 105.00 On event day (4 hours or less) $ 105.00 Additional Hours $ 52.50 Rehearsal No -performance $ 577.50 Rehearsal Cleaning $ 50.00 Filming Less than 4 hours $ 735.00 Less than 8 hours $ 892.50 More than 8 hours $ 1,050.00 Setup and Dismantle Less than 8 hours $ - Additional Hour(s) $ 52.50 In -House sound or light technician No tech $ 300.00 Light $ 300.00 Sound $ 300.00 Daily Event Tech1 SOUND $ 450.00 Daily Event tech2 $ 450.00 Additional Hour Tech1 $ 40.00 Additional Hour tech2 $ 40.00 Rehearsal 4 hrs or less Tech1 $ 100.00 Rehearsal 4 hrs or less Tech2 $ 100.00 Extra Equipment Wireless Mic (Max2) $ 50.00 Lavaliers (Max2) $ 50.00 Top Intelligent Lights + Haze $ 400.00 Haze With House Lights $ 100.00 Bottom Int Lights + Haze $ 500.00 Top/Bottom Lights + Haze $ 800.00 Calles (Not Yet) $ 800.00 Mist Machine $ 150.00 Front Projector $ 400.00 Back Projector $ 500.00 Piano $ - (2) Spot Lights $ - Rev. 08292024 Page B-3 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Marley Dance Floor (User will provide installation and tape) $ 100.00 Screen (9x12) $ 250.00 Choir Room (3rd Floor) $ 79.00 Mini Plaza / No event $ 157.50 Mini Plaza / Event $ 52.50 Mini Park/ No Event $ 157.50 Mini Park/ Event $ 52.50 20 Mbps Upload Streaming $ 100.00 Additional Expenses Alcohol/Food $ 150.00 Overnight $ 150.00 Lobby Media Exclusivity $ 100.00 Oversize Backdrop $ 150.00 3rd Floor Conference Room $ 79.00 Additional Rooms (5) $ 50.00 Deluxe Podium $ 50.00 Cleaning Crew Event $ 120.00 Concession Stand (Not Yet) $ 500.00 Loading Dock (Not Yet) $ 150.00 Theater Cleaning $ 301.00 Rev. 08292024 Page B-4 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT C — USE AREA 1. USE AREA: The following areas, as further depicted in the sketch below, shall be considered the USE AREA for purposes of this Agreement: O Manuel Artime Theater — First & Second Floor ❑ Choir Room — Third Floor ❑ Mini -plaza ❑ Mini -park 2. STAGE AREA ON THEATER FIRST FLOOR: USER shall not be permitted to remove the piano from the stage or any lighting equipment from their original setting under any circumstances. USER may not change the lighting equipment's original positioning or focusing or reprogram the lighting computer without the CITY' S prior written approval and supervision. In the event the CITY approves of such changes, USER shall return all lighting equipment and lighting computer programming to its original position/focus/program upon conclusion of the EVENT. The costs of any such approved changes and restoration shall be borne by USER. Any violation of this Section shall be grounds for the immediate termination of this Agreement and the CITY may pursue any remedies at law or equity against USER for damages arising from said violation. 3. SKETCH OF MANUEL ARTIME THEATER AREAS: Manuel Artime Theater — First Floor & Stage WOMEN lee �p F n e1 RSi xj r. �L V I 2P Lor 4 1 yJ f 1OSEY 100 575 RSF ELEC Ljk1j STAIR 1EINI RSF 3E6 RSF AIM .13 RSF CNCEWICN STAND 11 CORRIDOR 1120A 1134 RSF STMLIIAT CLEANING RMti STAGE In 2.312 RSF CDfRIDCAR CLOSET 10CE 22 Ins CLOSET 1 RSF Fy VENT ID SSP RECEPTPON ras RSF SCA.114D 3d3 68 RSF C DRESSING RJ11 s,REF1aa. EIRESSAIGROI Tr RSF 1088 EILF Rev. 08292024 Page C-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Manuel Artime Theater — Second Floor • VESTFULE 30E B9 F- CD I. • I. IIII . . . . . . . . . . . . II I I I I . I. ■ I. . I. I1 "EATING 31C: 4,871 RSF antnteerr in-nr1_ rr,mrlrrt rl ri eeelaeeer_ L[ Manuel Artime Theater — Choir Room — Third Floor Rev. 08292024 91 R% Page C-2 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Mini Plaza — MU T MEDIA Mini Park MULTIMEDIA Rev. 08292024 Manuel Artime Theater 4- fD Mandel .rtiIie Theater ' (11 c Page C-3 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT D - INSURANCE REQUIREMENTS: L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured (Endorsement is required) Primary Insurance Clause Contingent and Contractual liability Premises and Operations Liability IL Business Automobile Liability (If Applicable) A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation (IF APPLICABLE) Limits of Liability Statutory -State of Florida Employer's Liability C. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Host liquor/Liquor Liability (IF APPLICABLE) D. Limits of Liability Each occurrence $1,000,000 Aggregate $1,000,000 The Department of Risk Management reserves the right to solicit additional coverage or higher limits of liability as may be applicable. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: Rev. 08292024 Page D-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Rev. 08292024 Page D-2 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT E — TULIP INSURANCE TULIP Class One Events Antique Shows Art Festivals and Shows Auctions Award Presentations Ballets or other Classical Dance Shows/Recitals Beauty Pageants Body Building Contests Business Meetings or Shows Chamber of Commerce Events Charity Benefits, Dances, Auctions or Sales Choirs — Indoors Church Services or Meetings Civic Club Meetings Classical Dance Shows Classical Music Concerts - Indoors Concerts — Celtic Music Concerts — Chamber Music Concerts — Holiday Music Concerts — Instrumental Consumer Shows Dance Competitions Dance Recital TULIP Rating Schedule Daily Attendees (Spectators/Participants) A. 1 - 100 B. 101- 500 C. 501 - 1,500 Daily Attendees (Spectators/Participants) A. 1 - 100 B. 101- 500 C. 501 - 1,500 Fashion Shows Flowers Shows Funeral Service Graduations Holiday Events & Parties Home Shows Jam and Jazz Concerts — Indoors Job Fairs - Indoors Ladies Club Events Lecturers Meeting (indoors) Pageants Professional and Amateur Association Meetings Reunions — Indoors Seances Seminars Social Receptions Speaking Engagements Story Teller Symphony Concerts Teleconferences Telethons Voter Registration A. Total Event Rates (1-4 Days) Class I $75.00 100.00 150.00 Class II $100.00 135.00 185.00 B. Total Event Rates (5 or More Days) Class I Class II $95.00 140.00 235.00 $170.00 215.00 355.00 Class III $150.00 200.00 310.00 Class III $300.00 360.00 455.00 * Add 10% to the premium for each Additional Insured (other than the programs sponsor and venue), up to a maximum of $1,000.00. Handling Fee: $35.00 Rev. 08292024 Page E-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 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 Rev. 08292024 Page E-2 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 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 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 Rev. 08292024 Page E-3 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT F — STAGE EQUIPMENT Technical • 30' X 60' Stage • Truss Height from Stage 24' • Catwalk • Cyclorama and Marley Floor • 4 Small One Door Backstage Entrances • 2 Double Door Main Entrances to stage from Back of Theater The Following Equipment is Available complimentary • 1 Podium • Yamaha Grand Piano on premises (charge for tuning only) • 2 Comets spot lights (Need operator) Sound System • Allen & Heath - ML 3000-32 System • Yamaha Digital 01 Mixer • CD Player • DVD Player • 6 Handheld Microphones AKG D770 • Tannoy V-8 8" dual concentric loudspeakers (balcony & under balcony) • Tannoy V-12 12" dual concentric loudspeakers (stage monitors) • 2 QSC K-12 Series • 2 QSK K Sub • 3 Communicators Stage/Light/Sound Headsets • 2 AKG Wireless Handset • 1 Lavalier AKG The Manuel Artime Theater has limited sound equipment. Your sound requirements must be discussed with our technician. Lighting • Expression Lighting Control System • 5 CYC (three light horizontal) • 17 PAR 64 • 13 Altam 360Q (6" X 9") • 20 Altam 360Q (6" X 12") • 22 Altam 360Q (6" X 16") • 2 Comet Follow Spots Additional Equipment • Dropdown Movie Screen 30'x26' • Digital Podium • Haze Machine Permission must be gained from the Administration Office to move these instruments. On -Site Staff Support Technician Assistants will work with renters' Electrical and Sound Technicians Rev. 08292024 Page F-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT G — RULES AND REGULATIONS FOR USE OF CITY OF MIAMI MUNICIPAL FACILITIES • User shall not discriminate against or refuse or deny to any person or persons, guests or permittees the use of the City's facilities because of race, creed, religion, color or national origin • Any User that is a club or organization shall comply with the various non-discrimination requirements set forth in City of Miami Code of Ordinances ("City Code") Section 18-189 • No smoking, eating, drinking, or chewing gum in theater at anytime. • No unauthorized personnel will be allowed backstage, or in the sound supply room, lighting control room, or around the sound system box at any time. • Children must be chaperoned at all times. • No flammable material is allowed to be used at any time. • All equipment and/or scenery materials brought in for a production must be removed after the last performance unless previously authorized to be dismantled the next day. Equipment left over may reflect in additional charges. • Removal of light from their original setting is prohibited. Changing the original positioning of the lighting equipment or reprogramming the lighting computer may only be done with the City's approval and supervision. If any such changes are made, the User agrees to pay for any technical labor involved in returning the equipment to its original standard design. • The Piano is not allowed to be removed from the stage under any circumstances. • Nailing, stapling, or taping to the floor, walls, and curtains is absolutely prohibited. • Technical crews, event personnel, policemen, security guard, ushering staff, ticket seller, etc., are not included in the contract and must be contracted by the User at the User's expense. • A list of lighting and sound technicians is available upon request. Technicians must be qualified and pre - approved. Only qualified and pre -approved technicians are authorized to operate the theater's lighting and sound systems. Users may engage third party technicians subject to City approve or may contract the in- house technicians at an additional cost. • Any unauthorized removal of theater's equipment, or damage to the same shall be at User's expense. • User shall be responsible for any necessary security services. Whenever the User wishes to contract security guard services, said guard must be licensed by the State of Florida. Whenever the User wishes to contract a Police Officer to cover the event, the number to call is 305-579-6440 (Special Events Office at the City of Miami Police Department). Rev. 10182024 Page G-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT H - CORPORATE RESOLUTION OR OTHER PROOF OF AUTHORITY ANTIGUA COLLEGE INTERNATIONAL, INC WHEREAS, ("Company") desires to enter into an agreement Company's Legal Name with the City of Miami substantially in the form of the agreement to which this Resolution is attached (the "Agreement"); and WHEREAS, the Board of Directors or Managing Members as applicable ("Governing Body") at a duly held meeting has considered the matter in accordance with the company's by-laws; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY that the Company intends to enter into the Agreement with the City of Miami and be bound by its terms and the Diony Antigua ("Authorized Person") as CEO of the Name of Authorized Person Title of Authorzzed Person Company is hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other documents and perform any acts in connection therewith as may be required to accomplish its purpose. BY: April 25, 2025 1 08:46:13 PDT IN WITNESS WHEREOF, this day of 20 Signed by: Jost, kirk QlnJi,r, 6e89tif-Of 3841 C... Witness Signature Day Jose Miguel Antigua Witness Name Rev. 11052023 BY: Month Year bDocuSigned by: ei/U1 161101A41 587'axpr8GT1 m _ Chairperson of Governing Body or Authorized Officer Affix Corporate Seal if applicable Page H-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT I — APPLICATION Rev. 08292024 Page I-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Theater Estimate Manuel Artime Theater Reservation 2025 Submitted on Receipt number Related form version 24 April 2025, 5:54PM 266 8 I Manuel Artime Theater Reservation 2024-2025 Thank you for selecting the Manuel Artime Theater for your event. To better help you we will be asking a few questions that will give us a better understanding of your needs, and that will help expedite the rental process. If you need help filling out this form, please email artime@miamigov.com Please be advised our rental process has changed Once this form is submitted the following process will occur: 1- You will receive a docusign document with the initial documentation package. 2- You will have 7 calendar days to sign these documents before cancellation of the requested days. 3- After we receive the initial package, you will receive a deposit invoice for the amount of $105.00 per day reserved included any rehearsal/setup/dismantle days needed beyond your event date. 4- This deposit will be return within 60 days of your final event date, unless there is a claim against it. 5- You will have 7 calendar days to pay for this deposit. 6- This deposit will be lost in case of cancellation. Deposits are not transferable to other date, or a third party. 7- You will receive also the initial event payment for the amount of $720 per event days. (It will not include rehearsal/setup/dismantle days needed beyond your event date) 8- You will have 7 calendar days to pay for this invoice or risk cancellation of the date. 9- This payment will be lost in case of a cancelation. This payment is not transferable to other date, or a third party. 10- 60-90 Days prior to your event you will receive a request for insurance. You will have 15 days to provide the insurance. 11- 60-90 Days prior to your event you will receive via docusign the agreement for your event. 12- The agreement must be signed by you no later that 30 days prior to your event or the event will be cancelled. 13- 40-60 Days prior to your event you will receive the final invoice with the remainder of the final payment. 14- This final invoice will have to be paid no later than 30 days prior to your event. I have read and understood the new rental process above. Uploaded signature image: Diony R. Antigua.jpg Agreement Under Corporation Please add a copy of your driver license. Driver's License Exp 3-30-29 pdf Home Address School Name Full Company Name Diony Rafael Antigua Is your company registered in Florida? Yes As per F.S. 607.1501 The city can Only get into an Agreement with a coorporation registered in Florida. Florida Statutes 1 of 8 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Theater Estimate You still can rent the theater, but it will have to be under an individual name, or you will have to register the corporation in Florida. Please email artime@miamigov.com for additional questions Status of your company Active The city can Only get into an Agreement with a coorporation with an "Active" Status. You still can rent the theater, but it will have to be under an individual name. Please email artime@miamigov.com for additional questions Full Company Address 14505 Commerce Way Ste 522 Miami Lakes FI. 33016 Please add a printout (PDF or JPEG) of your corporation sunbiz registration: [Sunbiz.org] (https://search.sunbiz.org/Inquiry/CorporationSearch/ByName) Please add a printout of your corporation sunbiz registration click to search for Florida Coorporation Records - Sunbiz org ACI Annual Report 2025.pdf Based on the sunbiz information, how many members your 2+ members corporation has? Based on the sunbiz information, we can only do the Agreement based on someone listed in the Sunbiz Organization. Please type below the name of the person listed in the Sunbiz Organization records that will be signing the agreement. Diony Antigua Please type the email of the person signing the agreement dantigua@antigua.edu Based on our procedures, and based on the sunbiz information, if the corporation has 2 or more members we will need an additional member of the corporation named in sunbiz to be a witness. Please type the name of a witness that would also sign the agreement Jose Miguel Antigua Please type the email of the person witnessing the agreement jantigua@antigua.edu Contact Person Full Address 20240 NW 5th Street Pembroke Pines FI, 33029 Phone Number 7862530509 E-mail dnatigua@antigua.edu Alternative Phone Number 7863911167 Alternative Email drodriguez@antigua.edu Type of Event Graduation Ceremony Does your event have adult content / obscene language / Partial or Full Nudity / implied sexual content or other content not suited for minors? No 2of8 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Theater Estimate We required that you advise the public this event will be for adults only and no minors will be allowed. Please provide notice in all social media post, advertisements, flyers, and include "Adults Only" in the tickets. Please contact the offices at artime@miamigov.com for further instructions. Please understand that if the event is deemed adults only, the staff during the event is required to stop the event in case there is a violation to the procedure and the show will not resume until after all minors are scorted with their companions from the theater. Any additional fees incured due to the stoppage of the event will be sole responsability of the event promoter. - By signing below you agree and understand the ramifications of allowing minors into an adults only show. Rehearsals Due to new regulations all rehearsals Will have a $50.00 cleaning fee included in the new price. Will you need a rehearsal or multiple rehearsals? (Rehearsals No need of a Rehearsal are booked in 4 hour periods) Please type the date of your rehearsal Rehearsal Time (4 hours block) Will you be using the Theater technicians for your rehearsals? Same Event Day Rehearsals ($155.00 + $100.00/Tech) --- Please place amount of rehearsals you need the same day of the event. (4 hour each rehearsal slot) Total Cost for same day rehearsal Different Event Day Rehearsals ($260.00 + $100.00/Tech) --- Please place amount of rehearsals you need in a different day than the day of the event. (4 hour each rehearsal slot) Total Cost for Different Event Day Rehearsal SUBTOTAL AMOUNT FOR REHEARSALS Subtotal Cost for Rehearsals I About your Event Are you charging admission for your event? No Will You be using the theater for filming? (Movie, TV, No Commercial) Is this event sponsored by City of Miami? No 3of8 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Theater Estimate You have selected a City of Miami Event. This event must be sponsored by a City of Miami Department (Ex Dream, Parks, Police, Etc...) Please fill out the form as required. Also, be advised that if you are requesting a waiver of the rental fees, a memo from the department director requesting the event to the Director of Dream must be submitted before those charges could be waived. A cleaning fee of $50.00 will be charged to the department regardless of the waiving of the fees. If you have any questions, please contact Yunior Santana at ysantana@miamigov.com Is your corporation for profit, or non-profit? For Profit As a non-profit do you have a Valid Florida 501C3? Please upload a valid Florida 501C3 (PDF/JPEG) Will you be using your own insurance or the city's approved insurance carrier? Please go to the following link, and follow the instruction below. [City Insurance](https://app.gatherguard.com/) The venue code is: 3759-092 Own Private Insurance Please upload your own insurance Certificate of Insurance for Manuel Artime Theater pdf Please type the date of the event 10/18/2025 I Event Logistics At what time will you be setting up? (Regardles of the hours of your event you will have 8 hours of setup and dismantle to be used as needed.) Included in your rent you will have 1 hour of sound check. Please write below the time you will like to start your sound check. Per regulations, our staff requires a meal break for every 8 hours of work. Please advise what would be a good time during your setup period for our staff to get a 1 hour meal break? From what time to what time is the event? Until what time will you need to dismantle? Is any of the performers NOT a USA Resident? Is your artists from Cuba. Based on 31CFR515.201 - If the Artists is from "CUBA" We require your company to abide by the Federal Regulation and please attach below a copy of the Visa-P3 and/or 1-129 --- If you have any questions please send us an email at artime@miamigov.com 9 am 1 pm 12 pm 2:30 pm to 5:30 pm 6 Pm USA Resident Will you be using Pyrotechnics in your presentation? No If you are using Pyrotechnics you will need a permit from the fire department as well as firemarshal the day of the event. 4of8 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Theater Estimate The use of Pyrotechnics will be at the sole discretion of the theater manager. To get more information regarding the use of pyrotechnics please email the theater manager at: artime@miamigov.com For permiting and firemarshal please call: Officer Ferra: 305-416-1666 / 305-416-1721 or email: nferra@miamigov.com I Costs To Rent the Theater How many hours of performance (Ticket Sales for Profit Event) --- Count the hours of the actual show (Including intermissions), not the setup and dismantle. Ticket Sales for Profit Calculation How many hours of performance (Non -Ticket Sales for Profit Event) --- Count the hours of the actual show (Including intermissions), not the setup and dismantle. 4 Hours or Less Show (Including Intermissions) $577.50 Non -Ticket Sales for Profit Calculation $577.50 How many hours of performance (Ticket Sales Non -Profit Event) --- Count the hours of the actual show (Including intermissions), not the setup and dismantle. Ticket Sales for Non -Profit Calculations How many hours of performance (Non -Ticket Sales / Non -Profit Event) --- Count the hours of the actual show (Including intermissions), not the setup and dismantle. Non -Ticket Sales for Non -Profit Calculations How many hours Filming will you be needing (Do not count setup and dismantle) Filming Calculations The cost of the theater includes 8 continuous hours of setup No and dismantle to be split as needed. Will you be requiring more than 8 hours of setup and dismantle? Please include the additional setup/dismantle hours needed Additional Set Up and dismantle Hours Total Theater Rental Cost $577.50 To the subtotal placed above be advise there will be a tax charge, unless you can provide proof of a 501 C3 status. I In -House Technician Please let us know your needs for our house technician the day Light and Sound Technician $600.00 of the show. 5of8 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Theater Estimate Please let us know your needs for our house technician the day of the show (8+ hours). Please be advised that the $300 per technician only covers the technician for 8 hours, Any additional hours will be charged at a cost of $40/Hour per technician needed. In -House Technician Costs Extra Equipment $600.00 Extra Equipment Options Extra Equipment Cost Two (2) Wireless Microphones $100.00 Front Projector $400.00 Follow Up spot Lights are included in price (User will provide operators) $0.00 Deluxe Podium $50.00 Oversize Backdrop $150.00 Loading Dock Usage $150.00 20 Mbps Streaming Internet Speed $100.00 Balloon Drop $150.00 $1100.00 Although we provide the usage of the Piano for free, we do not tune the Piano, if you believe the Piano needs tuning you will have to provide the service yourself. Although we provide the usage of the Follow Up Spots for Free, You will have to provide the operators at your own cost. Although we provide the usage of the Projector, We do not provide the operator. Please bring your own personal to operate the projector and Equipment (Laptop/Computer). Although we provide the option of a Balton Drop, please be advised of the following: 1- The fee is to use our lift. 2- You must provide the Ballons, Net, and Cord for the Balton release. 3- You must provide the operator that will release the Ballons. 4- Depending where you place the ballon's net is place, we wil not be able to use the lights closes to the ballons, as the heat of the lights will pop all ballons. 5- The fee also includes the cleaning of ballons on stage, it will not include the cleaning of ballons anywhere else in the theater. 6- Additional cleaning might be charge. Although we provide the option of Backdrop, please be advised of the following: 1- The fee is to use our lift. 2- The backdrop must have an oper and lower tube. 3- The backdrop must have 5 points of connection (Circular holes) 4- You most provide 5 (50 feet) ropes. 5- You most provide 5 sand bags that will act as anchor points. 6- You most provide at least 2 additional volunteers that will help with the raising of the backdrop. I understand the directions as described above. Will you be having food, drinks, merchendise vendors? There is a $50 charge per vendor, the theater will provide access to a 10X10 tent, a 6 foot table and 2 chairs per vendor. 6of8 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Theater Estimate Setup and Dismantle will be provided by the vendor a $200 fee will be imposed to the promoter if any tent/table/chairs is missing or broken. How many vendors will you be having? $0.00 Cleaning Costs The theater will provide a cleaning crew during the event at a cost of $120.00 per (4 hours of event or less). They will be available in case of an emergency for the restrooms as well as maintaining the restrooms stocked and clean. There will also be a $301.00 of cleaning surcharge for theater cleaning after your event. No Food or Liquids are allowed inside the theater, any food or drinks found in the theater will void your $205.00 Deposit. Theater reserves the right to charge additional cleaning fees depending on the condition the theater is left at. Will you be selling Food or Alcohol during your event? No Since you have selected you will be providing food and or alcohol during your event please read the information below. You will have 2 tiers for the sales of Alcohol or Food. Tier 1: You limit the sales and comsuption of the food and alcohol to the exterior of the building NO Food or Drinks will be allowed inside the theater --- Cost $150.00 Tier 2: Concession Stand usage: This will allow you to cosume food and alcohol inside the theater (Except stage) - This will allow you to use the concession stand in the lobby --- Cost $250.00 For any of the options above, the user will need to purchase a temporary alcohol license. Please visit the following link to purchase the license. Link Theater Rules and Regulations Please read the following notices: Online confirmation of tentative reservation must arrive at the Administrative Office (900 S.W. 1st Street, Miami, Florida 33130) no later than seven (7) days after tentative reservation and a deposit is required at that time. This deposit will be forfeited if the User cancels the event any time after payment of said deposit. Deposits are not transferable. Any User that does not comply with the above stated will automatically have the reservation cancelled. The Manuel Artime Theater will not be responsible for notifying groups of a cancellation, and therefore accepts no responsibility as stipulated above. Another User may challenge a written reservation that has not yet gone to contract. The first User will have two (2) weeks to return an executed contract with prepayment in full for the date. If two weeks pass, the option goes to the challenger to return an executed contract along with prepayment in full for the date.User shall provide the theater's Administrative Office, a Certificate of Liability Insurance in the amount of no less than One Million Dollars ($1,000,000.00) per occurrence for bodily injury and five hundred thousand dollars ($500,000.00) per occurrence for property damage. This insurance will be at the cost and expense of the User. Said policy shall be written by an A -rated company authorized to do business in the State of Florida and must carry a rating of not less than B+ as to management and grade X as to financial strength. All policies must name the "City of Miami" & "Manuel Artime Theater" as an additional insured and shall include the following: City of Miami Risk Management 444 S.W. 2nd Avenue Miami, Florida 33130 This certificate of Insurance should be sent to our office at least one month prior to the event. If User does not carry liability insurance, the same can be purchased at the theater's administrative office, payable at time of execution of contract. (See #7) User must sign the contract one month prior to the event. If an organization is holding the event, the president and the corporate secretary must sign and the corporate seal must be affixed to the same. The total rental fee and other expenses is due at the time of execution of contract. Money Order or Cashier's Check must be made payable to the "City of Miami." Whenever admission is charged, the User shall furnish twenty (20) complimentary tickets to the theater's administrative office prior to holding the event. 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. 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. 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. USER shall be responsible for a non-refundable Cleaning Fee of One Hundred and No/100 Dollars ($100.00), and shall consist of one (1) or more staff members being present beginning one (1) hour prior to the time of the event, and remaining for four (4) hours during the Event. 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 and No/100 dollars ($20.00) per hour thereafterPoster Display: Please be advised that if you wish to display a poster in the spaces provided in the two display areas in the lobby, the day of the event they must conform to the following measurements: 16" wide by 34" high. As the space is limited, the posters will be displayed at the discretion of the Auditorium Management. NOTE: nailing, stapling or taping (masking, duct, adhesive, etc.) to walls, chairs, curtains or floors are absolutely prohibited.' am aware that your office will contact me at the above telephone number when the contract is ready for execution, at the time full payment must be received together with the Insurance Certificate. Deposit will be held by the City throughout the event. This deposit will cover for any extra hours, damage repairs, replacement or restoration or to defray any other unusual but reasonable expense borne by the City as consequence of the presentation or our event(s). The City shall return the Deposit or the unexpended portion to us upon full satisfaction. A Deposit of $205.00 will be required to reserve the date proposed in this application. Useful! 7of8 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Theater Estimate Links: Follow this link to learn more about the rental information: http://www.manuelartimetheater.com/pages/rental_info/default.aspFollow this link for Rules and Regulations: http://www.manuelartimetheater.com/pages/rental_info/rules_reg.aspFollow this link for floor plan and seating Arrangement: http://www.manuelartimetheater.com/pages/tech_specs/floor_plans.aspFollow this link for Technical Specifications: http://www.manuelartimetheater.com/pages/tech_specs/default.aspPlease read the following Rules and Regulations: No smoking, eating, drinking, or chewing gum in theater at anytime. No unauthorized personnel will be allowed backstage, or in the sound supply room, lighting control room, or around the sound system box at anytime. Children must be chaperoned at all times. No flammable material is allowed to be used at any time. All equipment and/or scenery materials brought in for a production must be removed after the last performance unless previously authorized to be dismantled the next day. Equipment left over may reflect in additional charges. Removal of light from their original setting is prohibited. Changing the original positioning of the lighting equipment, or reprogramming the lighting computer can only be done with the City's approval and supervision. If any such changes are made, the User agrees to pay for any technical labor involved in returning the equipment to its original standard design. The Piano is not allowed to be removed from the stage under any circumstances. Nailing, stapling, or taping to the floor, walls, and curtains is absolutely prohibited. Rates for the use of the Manuel Artime Theater include normal janitorial service, air conditioning, normal houselights, lighting and sound system, and other items that are available at the facility for use. Technical crews, event personnel, policemen, security guard, ushering staff, ticket seller, etc., are not included in the contract and must be contracted by the User at the User's expense. A list of lighting and sound technicians is available upon request. No one outside the list is authorized to operate the theater's lighting and sound systems unless approved by the Administration Office. In addition, you may contract the in-house technicians at an additional cost. Any unauthorized removal of theater's equipment, or damage to the same shall be at User's expenses. Whenever the User wishes to contract a Police Officer to cover the event, the number to call is 305-579-6440 (Special Events Office at the City of Miami Police Department). Whenever the User wishes to contract security guard services, said guard must be licensed by the State of Florida. I have read and agree with the regulations. I understand that this is only an estimate quote and that actual rental cost might be different I Estimated Final Costs Uploaded signature image. Diony R Antigi is jpg Estimated Final Cost for Theater Rental $577.50 Estimated Final Cost for Rehearsals $0.00 Estimated Final Cost for Technicians or Site Person $600.00 Estimated Final Cost for Extra Equipment $1100.00 Estimated Final Cleaning Cost $421.00 Estimated ESTIMATED GRAND TOTAL $2698.50 Taxes are not included in the Estimated Grand Total -- Keep in mind that this is just an estimated cost, and actual cost might be different. 8of8 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 Date: April 25, 2025 1 08:46:13 PDT VIA ELECTRONIC MAIL ANTIGUA COLLEGE INTERNATIONAL, INC Diony Antigua 14505 Commerce Way Suite 522 Miami Lakes, FL 33016 dantigua@antigua.edu RE: Reservation of the Manuel Artime Theater on 10/18/2025 To whom it may concern, DS ARTHUR NORIEGA, V. City Manager The City of Miami, Department of Real Estate and Asset Management, which manages the Manuel Artime Theater ("Theater") located at 900 SW 1st Street, Miami, Florida 33130, received your application for the use of the Theater for purpose of Graduation Ceremony ("Event"), more specifically described in the attachment to this correspondence. Your reservation for the use of the Theater for the Event is contingent on the following conditions: 1. A refundable deposit in the amount of $ 105.00 ($105.00/day) ("Deposit") to be paid to the City of Miami within seven (7) days of the date of this letter by ACH, cashier's check, credit card, or wire transfer. Applicable City information will be provided upon request. The Deposit shall be applied to the total Use Fee once determined. If the event is canceled, this deposit shall represent the cancellation fee. 2. In addition, the minimum use fee per Event date in the amount of $720.00 shall be paid to the City of Miami within seven (7) days of the date of this letter by by ACH, cashier's check, credit card, or wire transfer. Applicable City information will be provided upon request. The Deposit shall be applied to the total Use Fee once determined. 3. Execution of a Use Agreement with terms acceptable to the City Manager and in a form acceptable to the City Attorney. The Use Agreement must be signed and returned along with the deposit described above. Failure to execute a Use Agreement timely will result in a cancellation of your Event. The following days will be reserved for your Event upon completion of the above conditions: 10/18/2025 through 10/18/2025 . These days are non -assignable. Should you have any comments or questions, please contact Yunior Santana at ysantana@miamigov.com. Enclosed: - Applicatio l�DocuSigned by: Otti glidliyAzt '-5872D4D6CD274F3... DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT 444 S.W. 2nd Avenue, 3rd Floor, Miami, FL 33130 / (305)416-1450 Fax: (305)416-2156 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT J — ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Antigua College Ingternational Diony Antigua Name: Title: Signature: [Signed by: iAgt/t.filAA EA4CA4CA3FA486842]... Office Address: 14505 Commerce Way CEO Miami Lakes FI. 33016 dantigua@antigua.edu Email Address: Main Phone Number: 786 253 0509 Rev. 08292024 Page J-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 EXHIBIT K— CERTIFICATE OF INSURANCE Rev. 08292024 Page K-1 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 / A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) O5/29/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 Brown & Brown Insurance Services, Inc. 8825 NW 21 st Terrace Dora! FL 33172 CONTACT Julia Ardon NAME: PHONE o, Ext): (305) 515-5439 FAX No): (305) 714-4401 E-MAIL Julia.Ardon@bbrown.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURER A: Hartford Financial Services Group Inc 10001 INSURED Antigua College International ACI Educational Corp, FEIN: 85-2145724 14505 Commerce Way Suite 522 Miami Lakes FL 33016 INSURER B : Lloyd's of London 55555 INSURER C : INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 25-26 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 21SBMTU4801SA 06/18/2025 06/18/2026 EACH OCCURRENCEDAMAGE $ 1,000,000 CLAIMS -MADE X OCCUR TO RETED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PRO PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ AUTOMOBILE _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 21SBMTU4801SA 06/18/2025 06/18/2026 EACH OCCURRENCE $ 1 ,000,000 AGGREGATE $ 1,000,000 DED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B Professional Liability ME05364444.24 10/04/2024 10/04/2025 Aggregate Limit Each Claim Limit Defense of Licensing $3,000,000 $1,000,000 $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CITY OF MIAMI/MANUELARTIME THEATER is an additional insured on a primary and non-contributory basis with respect to General Liability if required by written contract. CERTIFICATE HOLDER CANCELLATION CITY OF MIAMI/MANUEL ARTIME THEATER 444 SW 2ND AVENUE, MIAMI, 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. FL 33130 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: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; The expenses are incurred and reported to us within three years of the date of the accident; and The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. (2) (3) b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All 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 $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Page 2 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "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; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury'. b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured 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 because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Form SS 00 08 04 05 Page 5 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM g• Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or J• (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Page 6 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (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; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; Page 8 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM q. (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises 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 D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. g• e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) Wth respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment Wth respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance 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; (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; (e) 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; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) 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 (h) "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 exceptions contained in Subparagraphs (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 such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their 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. Page 12 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, architectural activities. inspection, or engineering e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (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". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. (3) (5) Page 16 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (7) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, 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 help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: 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 such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but 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(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured — Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but 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 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance 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; (d) Repackaging, unless 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; (e) 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; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) 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 (h) "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 exceptions contained in Subparagraphs (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 such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Form SS 00 08 04 05 Page 19 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: Radio; Television; Billboard; Magazine; Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. 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 or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 05 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. g• 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 Docusign Envelope ID: 98D440D0-72FC-4E31-A984-6A40EE4D4889 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05 Olivera, Rosemary From: Diaz de Villegas, Milagros Sent: Tuesday, May 5, 2026 10:34 AM To: Olivera, Rosemary Cc: Telfort, Cameitra; Fernandez, Stephanie M; Jerez, Ileana Subject: Matter ID's 25-3066, 25-3067, 25-3077, 25-3082, 25-3093, 25-3215 Attachments: Docusign - Executed Agreement - Manuel_Artime_Theater_Event_-_ID25-3066 _-_Ant.pdf; Docusign - Executed Agreement - 305 Fights LLC - 11012025.pdf; Docusign - Executed Agreement - Vilaplana Films Productions LLC Agreement 11022025.pdf; Docusign - Executed Agreement - FL Opera Prima 10262025.pdf; Docusign - Executed Agreement - Juan Morillo 10192025.pdf; Docusign - Executed Agreement - Mladen Puljic 10252025.pdf Good afternoon, Matter ID 25-3066 Matter ID 25-3067 Matter ID 25-3077 Matter ID 25-3082 Matter ID 25-3093 Matter ID 25-3215 Sincerely, Milagros Diaz de Villegas Administrative Assistant City of Miami, DREAM Department Manuel Artime Theater 900 SW 1 Street, Miami, F133130 Phone: (305) 960-4684 Email: mdiaz@miamigov.com Website: Imwv.manuelartimetheater.com 1