HomeMy WebLinkAboutExhibit3/3/26 11:15:43 AM
TABLE OF CONTENTS
1. RECITALS 4
2. DEFINITIONS 4
3. GRANT OF RIGHTS 8
4. ADDITIONAL GRANT OF RIGHTS (AMPHITHEATER) 10
5. ADDITIONAL GRANT OF RIGHTS (FOUNTAIN) 10
6. ADDITIONAL GRANT OF RIGHTS (DOCK FACILITIES) 12
7. ADDITIONAL GRANT OF RIGHTS (DIGITAL SIGNAGE). 12
8. ADDITIONAL GRANT OF RIGHTS (PARKING). 13
9. INTEGRATED VENUE; NON -LIMITATION OF GRANT 13
10. ECONOMICS 13
11. LICENSE DURATION; TERMINATION 18
12. TERMINATION 18
13. PERMITTED USES 19
14. WATER USE; REMEDIATION; METERING 20
15. UTILITIES; POWER; TECHNICAL SYSTEMS. 21
16. PRODUCTION OPERATIONS 21
17. ACCESS 24
18. TRAFFIC MANAGEMENT PLAN 24
19. SAFETY AND SECURITY PLAN 24
20. LOCAL BUSINESSES 25
21. CONDITION OF PROPERTY; PRE -USE INSPECTION; REMEDIATION. 25
22. PERMITS, APPROVALS; PUBLIC SAFETY STAFFING.. 26
23. HAZARDOUS MATERIALS; ENVIRONMENTAL COMPLIANCE 26
24. COMPLIANCE WITH APPLICABLE LAW 26
25. COMMUNITY RELATIONS; SEPARATE VOLUNTARY AGREEMENT 26
26. TICKET PRODUCTS REPORTS 26
27. TICKET SCANNING; ATTENDANCE TRACKING. 27
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28. INSURANCE 27
29. INDEMNIFICATION. 28
30. RISK OF LOSS 29
31. AWARD OF AGREEMENT.. 29
32. PUBLIC RECORDS 29
33. NON-DISCRIMINATION 30
34. AUTHORIZED PERSONNEL 30
35. AUTHORITY TO EXECUTE AGREEMENT. 30
36. RELATIONSHIP OF PARTIES 30
37. NOTICES 30
38. GOVERNING LAW/VENUE; ATTORNEYS FEES 30
39. CONFLICT OF INTEREST 31
40. FORCE MAJEURE 31
41. ASSIGNMENT 31
42. SEVERABILITY. 31
43. WAIVER 31
44. MERGER 31
45. AMENDMENTS 32
46. TRUST ACCESS 32
47. ANTI -HUMAN TRAFFICKING 32
48. INDEPENDENT INSPECTOR GENERAL; ACCESS TO DOCUMENTS. 32
49. BENEFIT OF THE PARTIES 33
50. ENTIRE AGREEMENT 33
51. COUNTERPARTS; ELECTRONIC SIGNATURES 33
EXHIBIT A-1 36
EXHIBIT A-2 37
EXHIBIT A-3 38
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EXHIBIT B-1 39
EXHIBIT B-2 41
EXHIBIT C 43
EXHIBIT D 45
EXHIBIT E 46
EXHIBIT F 47
EXHIBIT G 48
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REVOCABLE LICENSE AGREEMENT
This REVOCABLE LICENSE AGREEMENT, hereinafter referred to as this "Agreement" or "License,"
is made and entered into on the Effective Date, by and among the CITY OF MIAMI, a municipal corporation of the
State of Florida, with offices at 3500 Pan American Drive, Miami, Florida 33133 (hereinafter, the "City"), by and
through the BAYFRONT PARK MANAGEMENT TRUST, a limited agency and instrumentality of the City of
Miami, hereinafter the "Trust," and EVENT ENTERTAINMENT GROUP, INC., a Florida for -profit corporation,
with a registered address of 201 South Biscayne Boulevard, Suite 800, Miami, Florida 33131, hereinafter referred to
as "Licensee." The City, Trust and Licensee are sometimes respectively referred to collectively, the "Parties."
RECITALS
WHEREAS, the City is the owner of certain real property throughout Downtown Miami, including but not
limited to Bayfront Park, located at 301 Biscayne Boulevard, Miami, FL 33132; and
WHEREAS, the Trust is a limited agency and instrumentality of the City with responsibility to oversee and
manage Bayfront Park, subject to City Commission approval; and has the power to do all things necessary to direct,
manage and maintain Bayfront Park, subject at all times to City Commission approval and any existing contractual
obligations;
WHEREAS, Licensee has produced and hosted the Event on a continuous and recurring basis since 1999,
including at the Property as an annual event in the City of Miami, and during which time Licensee has expended, and
will continue to expend over the duration of this Agreement, as well as any renewal periods, substantial capital,
operational, promotional, and marketing resources in reliance upon the rights granted under this Agreement, all of
which have directly and materially enhanced the promotion, branding, economic activity, and international visibility
of the City of Miami; and
WHEREAS, the Trust desires to have Licensee continue staging the Event at the Property commencing in
2026 and continuing for the periods specified, and Licensee has elected to stage the Event in the City of Miami in
reliance upon the rights, term, and protections set forth in this Agreement, notwithstanding the existence of other
available locations and other offers; and
WHEREAS, formal action by the City Commission is required to authorize and accept this Agreement, and
is a condition precedent to this Agreement's legal efficacy and validity;
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the receipt
and sufficiency of which is acknowledged by the parties, the City, acting by and through the Trust in its capacity as
the City's designated administrator under this Agreement, hereby grants unto Licensee the right of entry upon and use
of the Property, for the production of the Event and for other uses incidental thereto, pursuant to the terms and
conditions set forth in this Agreement.
1. Recitals. The above Recitals are true and correct and hereby incorporated into and made a part of
this Agreement as of the Effective Date.
2. Definitions. All capitalized terms used herein but not defined shall have the meanings set forth in
this Section 2.
2.1. "2022 Agreement" shall have the meaning set forth in Paragraph 2.21 of this Agreement.
2.2. "2026 Benchmark Use Fee" shall have the meaning set forth in Paragraph 10.1 of this
Agreement.
2.3. "Advertised Event Start Date" means the calendar date on which the Event is publicly
advertised to commence (i.e., Event Day 1).
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2.4. "Agreement" means this Revocable License Agreement, together with all exhibits,
schedules, attachments, appendices, and other documents expressly incorporated herein or incorporated by reference
(in each case, as may be amended, modified, supplemented, or restated from time to time in accordance with its terms).
2.5. "Amounts Due" shall have the meaning set forth in Paragraph 10.4 of this Agreement.
2.6. "Amphitheater" means the FPL Solar Amphitheater located within Bayfront Park, together
with its defined physical footprint and boundaries, all improvements and fixtures located therein, and the operational
envelope customarily associated with its use, including without limitation the stage structure, seating areas, backstage
and production facilities, loading and ingress/egress areas, technical compounds, and other event -related support
spaces, all as more particularly described and depicted on EXHIBIT F attached hereto and incorporated herein by
reference.
2.7. "Amphitheater Step -Up" shall have the meaning set forth in Paragraph 10.1 of this
Agreement.
2.8. "Applicable Law" means all federal, state, county, and municipal statutes, laws,
ordinances, codes, rules, regulations, orders, and legally binding requirements in effect as of the applicable time and
applicable to the Event, including, without limitation, those governing the sale, service, and consumption of alcoholic
beverages, public safety, fire and life -safety, health, building, zoning, and permitting requirements. "Applicable Law"
shall not include any informal policy, guideline, internal memorandum, or unwritten practice of the City, the Trust, or
any governmental authority that does not have the force and effect of law.
2.9. "Applicable Taxes" means any Florida Department of Revenue sales and use taxes
(including any applicable discretionary sales surtax) that are required under applicable law to be collected from or
paid by Licensee in connection with the consideration payable under this Agreement (in connection with the Event).
Applicable Taxes shall also include any ad valorem taxes that may be assessed on the Property as a result of this
Agreement.
2.10. "Atypical Expenses" shall have the meaning set forth in Paragraph 10.6 of this Agreement.
2.11. "Cause" shall include the meanings set forth in Paragraph 12.2.1 of this Agreement.
2.12. "Code" shall mean the City of Miami Code of Ordinances, as amended from time to time,
including without limitation Section 38-113.
2.13. "Community Settlement" shall have the meaning set forth in Section 25 of this Agreement.
2.14. "City" shall have the meaning set forth in the Preamble.
2.15. "City Commission" means the City of Miami City Commission, the duly constituted
legislative body of the City of Miami with ultimate legislative and approval authority over the Property and matters
requiring City Commission action under this Agreement.
2.16. "Cure Period" shall have the meaning(s) set forth in Paragraph 12.1 of this Agreement.
2.17. Any use of the word "day" or "days" throughout this Agreement shall mean calendar days,
unless specifically stated otherwise.
Agreement.
2.18. "Daily Capacity" shall have the meaning set forth in Paragraph 3.2 of the Agreement.
2.19. "Damage and Security Deposit" shall have the meaning set forth in Paragraph 10.2 of this
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2.20. "Director" means the Executive Director of the Bayfront Park Management Trust,
including any acting, interim, or temporary Executive Director, and any successor Executive Director duly appointed
or designated by the Bayfront Park Management Trust. If the individual serving as Executive Director is concurrently
an employee or officer of the City of Miami, such individual shall be deemed the "Director" solely in their capacity
as Executive Director of the Bayfront Park Management Trust.
2.21. "Effective Date" means the date on which this Agreement has been approved by the
Bayfront Park Management Trust and as approved and ratified by resolution of the City Commission of the City of
Miami and in accordance with applicable law, provided, however, that notwithstanding the foregoing, the Effective
Date of this Agreement shall not occur until the expiration of the Use Period for the 2026 Event. Notwithstanding any
prior signature or approval, this Agreement shall not become binding or enforceable until such approvals have
occurred. For the avoidance of doubt, the Parties acknowledge that the Revocable License Agreement dated June 27,
2022 (the "2022 Agreement") remains in full force and effect as between Parties relative to the 2026 Event and this
Agreement shall first apply to the initial Event year produced pursuant to this Agreement (which is anticipated to be
the 2027 Event year), or such other Event year as the Parties may mutually designate in writing, but shall not govern
the 2026 production.
2.22. "Event" means the Ultra Music Festival®, an annual multi -day music festival to be
produced by Licensee at the Property on one (1) Friday -through -Sunday weekend during the month of March and
throughout the duration of this Agreement (or, if reasonably necessary due to calendar, permitting, or governmental
scheduling constraints, a weekend that begins or ends within seven (7) days of March), with public operating hours as
set forth in Paragraph 2.41 of this Agreement.
Agreement.
Agreement.
Agreement.
2.23. "Event -Driven Fountain Costs" shall have the meaning set forth in Paragraph 5.2.2 of this
2.24. "Event Signage" shall have the meaning set forth in Paragraph 16.11 of this Agreement.
2.25. "Event Weekend" shall have the meaning set forth in Paragraph 3.5 of this Agreement.
2.26. "Event Year" means the calendar year in which the applicable Event Weekend begins.
2.27. "Extraordinary Expenses" shall have the meaning set forth in Paragraph 10.6 of this
2.28. "Final Remittance" shall have the meaning set forth in Paragraph 10.10.2 of this
2.29. "Force Majeure" shall have the meaning set forth in Section 40 of the Agreement.
2.30. "Fountain" means the fountain feature located within the Property, together with all
associated and ancillary components, systems, infrastructure, equipment, and technological capabilities described in
EXHIBIT D, as the same may exist, be modified, upgraded, enhanced, repaired, or replaced from time to time.
2.31. "IIG" or "Independent Inspector General" shall have the meaning set forth in Section 48
of this Agreement.
2.32. "Indemnitees" (when used relative to the city) means the city, the Bayfront Park
Management Trust, and all the City's and the Bayfront Park Management Trust's respective members, officials,
officers, agents, assigns, successors, personnel, volunteers, and employees, and the U.S. Army Corps of Engineers.
2.33. "Liabilities" means all losses, costs, penalties, fines, damages, claims, expenses (including
attorney's fees, interest, and costs), and liabilities.
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2.34. "Licensee" has the meaning given to such term in the preamble to this Agreement, together
with its permitted successors and assigns, to the extent provided herein.
2.35. "Maintenance of Traffic Plan" or "MOT" shall have the meaning set forth in Section 18 of
this Agreement.
2.36. "Municipal Service Charges" means the categories of municipal and event -support charges
identified on EXHIBIT C, as the same may be updated by mutual written agreement of the Parties from time to time,
which are incurred by or through the Trust and/or the City in connection with the Event and Licensee's use of the
Property and are payable by Licensee as set forth in this Agreement. Municipal Services Charges include, without
limitation, (i) City of Miami Police services, (ii) City of Miami Fire -Rescue services, (iii) removal and reinstallation
of light poles, benches, bike racks, and similar streetscape items, (iv) removal and reinstallation of chain -link fencing,
(v) City of Miami solid waste services, (vi) third -party solid waste/trash hauling, (vii) Applicable Taxes and permitting
fees, (viii) trash bags and related consumables, (ix) drum/soil containers and related disposal fees, and (x) relocation
costs associated with relocating vessels from the docking area.
Agreement.
Agreement.
Agreement.
2.37. "Notice of Cancellation" shall have the meaning set forth in Paragraph 12.4.2 of this
2.38. "Notice of Default" shall have the meaning set forth in Paragraph 12.1 of this Agreement.
2.39. "Notice of Revocation" shall have the meaning set forth in Paragraph 12.2.1 of this
2.40. "Officer's Certificate" shall have the meaning set forth in Paragraph 26.2 of this
2.41. "Operating Hours" means the public hours during which the Event is open to patrons on
each Event day: (a) Friday, 4:00 p.m. to 12:00 a.m. (midnight); (b) Saturday, 12:00 p.m. (noon) to 12:00 a.m.
(midnight); and (c) Sunday, 12:00 p.m. (noon) to 10:00 p.m., in each case local Miami time. For avoidance of doubt,
references to "12:00 a.m." mean midnight at the conclusion of the applicable calendar day.
Agreement.
Agreement.
Agreement.
2.42. "Parking Areas" shall have the meaning set forth in Paragraph 8.1 of the Agreement.
2.43. "Payroll Processing Cap" shall have the meaning set forth in Paragraph 10.9 of this
2.44. "Payroll Processor" shall have the meaning set forth in Paragraph 10.9 of this Agreement.
2.45. "Permitted Uses" shall have the meaning(s) set forth in Section 13 of this Agreement.
2.46. "Pre -Event Inspection" shall have the meaning set forth in Section 21.1 of this Agreement.
2.47. "Pre -Use Period Payment" shall have the meaning set forth in Paragraph 10.10.2 of this
2.48. "Post -Event Inspection" shall have the meaning set forth in Paragraph 21.3 of this
2.49. "Property" collectively means the real property located at 301 Biscayne Boulevard, Miami,
FL 33132, including the event space and the Amphitheater, as depicted on EXHIBIT A-1, attached hereto and
incorporated herein by reference.
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Agreement.
Agreement.
2.50. "Security Deposit" shall have the meaning set forth in Paragraph 10.10.1 of this
2.51. "Safety and Security Plan" shall have the meaning set forth in Section 19 of this
2.52. "Signage Assets" shall have the meaning set forth in Section 7 of this Agreement.
2.53. "Supermajority" or "Supermajority Affirmative Vote" shall have the meaning set forth in
Paragraph 12.3 of this Agreement.
2.54. "Ticket Report" shall have the meaning set forth in Paragraph 26.2 of this Agreement.
2.55. "Ticket Surcharge" means the fees to be paid in accordance with the ticket surcharge rates
expressly provided in Section 53-1 of the Code of the City of Miami, Florida, as amended.
2.56. "Trust" shall have the meaning set forth in the Preamble.
2.57. "Use Fee" shall have the meaning set forth in Paragraph 10.1 of this Agreement.
2.58. "Use Period" means the twenty-eight (28) day period inclusive of load in and load out and
ancillary preparations and removals. In no event will the Bayfront Kid's Park, the Tina Hills Pavilion, or the dog park
located on the Property, as shown on the attached EXHIBIT A-2, be closed to the public for more than eleven (11)
days (including Event days). These dates are subject to mutual agreement of the parties on an annual basis, as more
particularly set forth in Paragraph 3.4.
2.59. "Use -Related Production Expenses" shall have the meaning set forth in Paragraph 10.5 of
this Agreement.
2.60. "Scheduled Event" means an Event for an Event Year for which Licensee has timely
designated the applicable Event Weekend (and, if required under this Agreement, delivered the corresponding notice)
in accordance with the Notice Requirements.
2.61. "Site Plan" shall have the meaning set forth on Paragraph 16.4 of the Agreement.
3. Grant of Rights
3.1. Grant of License (Property); Effect on Prior Agreement.
3.1.1. Purpose; Nature of License. Subject to the terms and conditions of this
Agreement, the Trust hereby grants to Licensee a revocable license to access, use, and temporarily occupy the
Property, as more particularly set forth on EXHIBIT A-1 of this Agreement and during the applicable Use Period
solely for the purpose of planning, producing, presenting, operating, and demobilizing the Event, together with any
and all Permitted Uses and any other uses expressly authorized in advance in writing by the Director (or the Director's
designee). Unless otherwise expressly and specifically provided in this Agreement, Licensee shall be solely
responsible for the production, coordination, and management of the Event, at its sole cost and expense. For purposes
of this Agreement, the Parties shall use commercially reasonable efforts to assist and facilitate future productions of
the Event to take place on the Property. The Parties acknowledge that this Agreement is a revocable license
authorizing specific, limited uses of the Property during discrete periods each Event Year, subject to the limitations
and conditions set forth herein, and that this Agreement does not convey or create any leasehold, estate, tenancy,
easement, pledge, hypothecation, or other right, title, or interest in or to any City -owned real property. The Parties
acknowledge that certain components of the Property including, without limitation, the Amphitheater, the Fountain,
docks, billboards, signage locations, and similar discrete features may be addressed in separate sections of this
Agreement for purposes of operational clarity, production coordination, or fee mechanics. The enumeration or
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separate treatment of any such component shall not be construed to limit, narrow, condition, or exclude Licensee's
broader rights to the Property as a whole and no portion of the Property shall be deemed excluded, restricted, or off-
limits to Licensee during the applicable Use Period, and neither the Trust nor the City disclaims or reserves any area
of the Property from the scope of the license granted herein. In the event of any inconsistency between a general
grant of rights and a provision addressing a specific component of the Property, such provisions shall be interpreted
harmoniously so as to give full effect to Licensee's use of the Property as an integrated event venue.
3.1.2. 2022 Agreement. Upon the Effective Date, the 2022 Agreement shall terminate
automatically following the conclusion of the 2026 Use Period, and shall have no further prospective application.
For the avoidance of doubt, the 2022 Agreement shall remain in full force and effect with respect to the 2026 Event
and the entire 2026 Use Period. This Agreement shall first apply to the Event occurring immediately after the 2026
Event. Without limiting the generality of the foregoing, any remediation, restoration, or similar post -production
obligations, any indemnification obligations owed to the City or the Trust that arise from or relate to the 2026 Event,
and any other obligations that are currently, or which were previously expressly identified as surviving the expiration,
revocation, termination, or cancellation of the 2022 Agreement, shall survive the termination of the 2022 Agreement
in accordance with the terms of the 2022 Agreement and all of which are expressly preserved. Nothing in this
Agreement or in the termination of the 2022 Agreement shall be deemed to waive, release, impair, or otherwise affect
any rights, defenses, claims, offsets, or reservations of rights previously asserted by the Parties.
3.2. Daily Capacity. The Parties acknowledge that the current approved maximum attendance
capacity for the Event is fifty-five thousand (55,000) persons per Event Day (the "Daily Capacity"). During the
effective period of this Agreement, Licensee may request an increase in the Daily Capacity for any Scheduled Event.
Any requested increase shall be evaluated based on applicable life -safety requirements and operational feasibility,
including fire, police, ingress/egress, crowd management, and any other requirements imposed by governmental
authorities having jurisdiction. The Trust may, within its reasonable discretion, approve or deny Licensee's request.
However, in no event shall the Daily Capacity exceed sixty-three thousand (63,000) persons.
3.3. Code Authorization; Trust Operating Rules. The City and the Trust acknowledge and agree
that the license granted herein, including without limitation the Use Period, the closure limitations for designated park
areas, the Operating Hours, and all other Permitted Uses expressly authorized under this Agreement, is granted with
the City's and the Trust's consent and approval and, as such, shall not constitute a violation of the Code, including
without limitation Section 38-113. The City and the Trust further agree that no Trust operating rule, policy, procedure,
guideline, or directive shall be applied or enforced in a manner that is inconsistent with, or that would materially
impair, the express rights granted to Licensee under this Agreement, provided Licensee remains in compliance with
this Agreement and all applicable permits and legal requirements.
3.4. Temporary Use. This Agreement authorizes Licensee to the temporary use of the Property
for the limited purposes set forth herein and for no other purpose. The Parties hereby agree that the provisions of this
Agreement do not constitute a lease or confer any leasehold rights or estate. The rights of Licensee hereunder are not
those of a tenant, but merely authorization to do certain acts of a temporary character on the Property and to use the
Property, subject to the terms of this Agreement. The Trust retains dominion, possession and control of the Property.
Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Property
by virtue of this Agreement, its use of the Property, or by virtue of any expenditure of funds by the Licensee for
improvements, construction, repairs, partitions, or alterations to the Property which may be authorized by the Director
or their designee.
3.5. Event Dates; Annual Designation. Pursuant to the terms of this Agreement, the Event may
be scheduled at the Property on one (1) Friday -through -Sunday weekend during March (the "Event Weekend") for
each applicable Event Year, as designated by Licensee in accordance with the Notice Requirements. Licensee shall
make such designation by delivering written notice no later than July 1 of the preceding calendar year.
3.6. Operating Hours.
3.6.1. Event Hours. The Operating Hours shall be fixed and shall apply to the Event
throughout the period of this Agreement and shall remain subject to all applicable laws, rules, regulations, permits,
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and governmental requirements. Licensee shall operate the Event in accordance with the Operating Hours and such
Operating Hours may be modified by a written agreement executed by the Trust and the Licensee; no course of dealing,
past practice, or unilateral notice shall modify the Operating Hours. Notwithstanding the foregoing, the Director may,
in the Director's reasonable discretion, approve an extension of the Operating Hours on a case -by -case basis for a
particular Event day or Event Year, including in connection with weather impacts, operational interruptions, public
safety considerations, or other circumstances that materially affect Event operations. Any such extension (including
the duration and any applicable conditions, fees, or consideration) shall be subject to the Director's prior written
approval, which may be provided by email or other written notice, and shall be effective only for the specific Event
day(s) and time period stated in such approval. For avoidance of doubt, Operating Hours refer solely to the public
hours during which the Event is open to patrons and do not limit load -in, build -out, rehearsals, sound checks,
production operations, or load -out, which are governed elsewhere in this Agreement.
3.6.2. Overage Fines. Licensee shall pay a time overage fee of $1,000 per minute to the
Trust for every single minute, or a fraction thereof, that Event continues beyond the Operating Hours. This overage
fee is in addition to all other fees and costs for which Licensee is responsible under this Agreement.
3.7. Maximum Occupancy; Limit on Closure of Designated Park Areas. Subject to the terms
and conditions of this Agreement, the Trust grants to Licensee a revocable license to access, use, and temporarily
occupy the Property in connection with the Event, including load -in, build, Event operations, and load -out, during
each applicable Use Period for each Event Year and the Use Period for any Event Year shall not exceed twenty-eight
(28) calendar days in the aggregate. Set-up for the Event shall commence at the beginning of the Use Period and tear -
down shall be completed no later than the end of the Use Period for the applicable Event Year. During each applicable
Use Period, in no event shall Bayfront Kid's Park, the Tina Hills Pavilion, or the dog park located on the Property (as
depicted on EXHIBIT A-2) be closed to the general public for more than eleven (11) calendar days in the aggregate,
inclusive of Event days. This closure limitation is a separate and independent restriction and shall apply
notwithstanding that the Use Period may extend beyond eleven (11) days. Notwithstanding anything to the contrary,
the Use Period and the closures expressly permitted under this Agreement are approved by the City and the Trust and
shall not constitute a violation of the Code, provided Licensee remains in compliance with this Agreement and
applicable permits. The City, through City Commission action, hereby waives any application of any limitations to
the contrary as set forth in Section 38-113 of the Code as the City Commission, in the approval of this Agreement,
has found that waiving this requirement is in the best interest of the City.
4. Additional Grant of Rights (Amphitheater). The Parties acknowledge that the Amphitheater is
currently subject to an existing third -party management agreement, and nothing in this Agreement shall be construed
to interfere with, modify, impair, or encumber any rights held by such third party under its current management
agreement. Subject to the foregoing, the City and the Trust hereby grant to Licensee, during the operative period of
this Agreement, a right to use and occupy the Amphitheater during each applicable Use Period under this Agreement,
which right shall become effective automatically upon the expiration, non -renewal, or earlier termination of the
existing third -party management agreement. From and after such expiration, non -renewal, or earlier termination, the
Amphitheater shall automatically be deemed included within the "Property" for all purposes of this Agreement during
each applicable Use Period, without the need for further approval or action by the City or the Trust or any other person
or entity. The Parties acknowledge and agree that the Additional Grant of Rights set forth in this Section is part of the
consideration exchanged as of the Effective Date for the mutual covenants and obligations contained in this
Agreement. In addition, Licensee's agreement as of the Effective Date to pay the Amphitheater Step -Up as part of the
Use Fee pursuant to Paragraph 10.1 is material, bargained -for consideration for the Amphitheater rights granted herein
and the inclusion of the Amphitheater within the licensed Property during the applicable Use Periods. The
Amphitheater Step -Up is in addition to the Park Use Fee otherwise payable for use of the Property and reflects a
commercially reasonable allocation of value for the Amphitheater rights granted under this Agreement. The obligation
to pay the Amphitheater Step -Up shall apply commencing with the first Event Year in which the Amphitheater is
deemed included within the "Property" pursuant to Paragraph 6.2 of this Agreement and shall thereafter be included
in the Use Fee for each Event Year during which such Amphitheater rights are in effect.
5. Additional Grant of Rights (Fountain).
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5.1. Use, Operation. During the period of this Agreement and for each applicable Use Period,
Licensee shall have the right (but not the obligation) to access, operate, control, program, and utilize the Fountain and
all associated and ancillary components, systems, and infrastructure for purposes of the Event and the Permitted Uses
subject to the conditions of this Paragraph including that Licensee shall be required to request in writing at least thirty
(30) days prior to the Event, Licensee's desire to access, operate, control, program, and utilize the Fountain and any
appliable associated and ancillary components, systems, and infrastructure for purposes of the Event and the Permitted
Uses. For purposes of clarity, the Fountain includes all water features, basins, pumps, control systems, lighting
systems, projection surfaces, audiovisual systems, display technologies, data connectivity, structural components,
mechanical and plumbing infrastructure, and all other related equipment and technological capabilities described in
EXHIBIT D, whether now existing or hereafter installed, upgraded, enhanced, repaired, or replaced during the
operative period of this Agreement. Any upgrades, technological enhancements, or additional capabilities added to
the Fountain during the period of this Agreement shall automatically be deemed part of the Fountain and subject to
Licensee's rights hereunder without the need for further amendment or approval or consideration. Licensee shall be
responsible for all reasonable operating costs directly attributable to its use and operation of the Fountain during the
applicable Use Period and such costs shall be disclosed by the Director to Licensee in writing and in advance of the
applicable Use Period. As part of Event coordination, Licensee shall prepare a written plan describing the intended
operational status and programming use of the Fountain for the applicable Event and shall submit such plan to the
Trust prior to the applicable Event. The Trust may deny Licensee's written request only to the extent that the Fountain
is undergoing repairs, is inoperable, or is damaged. Licensee shall use only authorized Trust employees, contractors,
vendors, consultants, or agents to access, operate, control, program, and utilize the Fountain and all associated and
ancillary components, systems, and infrastructure for purposes of the Event and the Permitted Uses. Nothing in this
Section shall be construed to limit Licensee's general production rights under this Agreement, and the Fountain shall
be deemed part of the Property during each Use Period for all purposes of this Agreement. Licensee's right to access,
operate, control, program, and utilize the Fountain and all associated and ancillary components, systems, and
infrastructure includes and is supported by the Use Fee and no additional consideration shall be due by Licensee except
that Licensee shall be required to cover all applicable operating, maintenance and other pass-thru expenses at Trust's
prevailing rates and with no surcharge.
5.2. Fountain Maintenance; Cost Allocation; Repairs.
5.2.1. Routine Maintenance Responsibility. The Trust shall remain solely responsible,
at its sole cost and expense, for all routine, regularly scheduled, and historically budgeted maintenance, servicing,
inspection, repair, and replacement activities relating to the Fountain and its associated and ancillary components,
systems, and infrastructure (collectively, "Baseline Fountain Maintenance"), including without limitation preventive
maintenance, recurring service contracts, ordinary wear -and -tear repairs, and any maintenance required to keep the
Fountain in safe, operable, and code -compliant condition for general park operations.
5.2.2. Event -Driven Incremental Costs. Licensee shall be responsible only for those
incremental and reasonable out-of-pocket costs that are directly attributable to Licensee's approved request to operate,
program, or utilize the Fountain during the applicable Use Period (the "Event -Driven Fountain Costs"). Event -Driven
Fountain Costs may include incremental labor, incremental consumables, and incremental utilities required to operate
the Fountain at levels, schedules, or in modes that exceed the Fountain's normal operating profile for general park use
during the applicable period. For avoidance of doubt, Licensee shall have no responsibility for Baseline Fountain
Maintenance, and no portion of Baseline Fountain Maintenance shall be shifted, allocated, or charged to Licensee by
reason of Licensee' s rights under this Agreement. If, and only to the extent, that the Trust demonstrates with reasonable
documentation that a specific Baseline Fountain Maintenance cost is appropriately allocable on a pro rata basis
between (i) general park operations and (ii) Licensee's use of the Fountain during the applicable Use Period, then
Licensee shall be responsible solely for the pro rata portion fairly attributable to the applicable Use Period, based on
time -in -use and operational intensity, and only to the extent such cost would not have been incurred but for Licensee's
use.
5.2.3. Damage; Restoration. Licensee shall be responsible for the cost to clean, repair,
and restore the Fountain to substantially the condition existing immediately prior to the applicable Use Period, ordinary
wear and tear excepted, to the extent any damage, excessive soiling, or impairment is directly caused by Licensee, its
contractors, or Event attendees. Any Event -Driven Fountain Costs and any amounts claimed under this Paragraph
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shall be supported by reasonable documentation evidencing actual out-of-pocket cost, and the Tmst shall not mark up,
surcharge, or assess administrative fees on such costs except as expressly set forth elsewhere in this Agreement. The
Director shall provide Licensee with a good -faith written estimate of anticipated Event -Driven Fountain Costs for the
applicable Use Period based on Licensee's submitted Fountain plan, and shall update such estimate promptly upon
any material change.
5.3. Programming Licensee's rights with respect to the Fountain shall include, without
limitation. (a) the right to present Event -related imagery, promotion of future Events or Use Periods, commercial
messaging, sponsorship activations, branding, artistic content, audiovisual programming, and other content selected
by Licensee in its sole discretion; (b) the right to integrate the Fountain into staging, show control systems,
synchronized lighting, projection mapping, audio programming, and other production elements; (c) the right, as
reasonably necessary for production, safety, operational, weather -related, or patron -experience considerations, to
disable, suspend, drain, dim, modify, or otherwise control the operation of the Fountain and any of its water features
or ancillary systems during the applicable Use Period.
6. Additional Grant of Rights (Dock Facilities).
6.1. Dock Facilities, Grant of Rights. During each applicable Use Period, the Trust hereby
grants to Licensee the right, but not the obligation, to access, occupy, control, and utilize the dock facilities located on
or serving the Property, including without limitation the North Dock, the South Dock, and any associated marina slips,
floating platforms, gangways, shoreline access points, staging areas, and appurtenant marine infrastructure
(collectively, the "Dock Facilities"), as more particularly described and depicted on EXHIBIT E attached hereto and
incorporated herein. The Dock Facilities shall be deemed part of the Property during each Use Period for all Event -
related purposes, including without limitation marine ingress and egress, water taxi operations, production logistics,
loading and unloading, docking of charter or production vessels, artist relations, hospitality programming, VIP
operations, sponsor activations, and other uses incidental or related to the Event. The rights granted herein apply to
the Dock Facilities as existing on the Effective Date and to any additional, expanded, relocated, reconstructed,
upgraded, or newly constructed dock, marina, slip, or shoreline access facilities brought into service within or serving
the Property during the effective period, all of which shall automatically be deemed included within the Dock Facilities
and subject to Licensee's rights hereunder without further amendment, approval, legislative action, procurement
process, or additional consideration beyond the consideration expressly set forth in this Agreement.
6.2. Condition. The Tmst represents and covenants that, as of the commencement of each applicable Use
Period, the Dock Facilities shall be made available to Licensee in good working order and condition, suitable for the
marine, logistics, hospitality, and production uses contemplated by this Agreement, subject only to ordinary wear and
tear. The Trust shall not undertake, authorize, or permit any remediation, reconstruction, demolition, relocation,
condemnation, restriction, or other activity affecting the Dock Facilities that would materially interfere with
Licensee's intended or historic use of the Dock Facilities during any Use Period without prior consultation regarding
timing, scope, and operational impact. If access to any Dock Facility is eliminated, materially restricted, rendered
unavailable, or deemed unsuitable for the uses contemplated herein, whether due to governmental action, structural
condition, remediation, Trust -directed activity, or any other cause not attributable to Licensee, the Trust shall, at its
sole cost and expense and without reimbursement or contribution from Licensee: (a) complete all necessary
remediation, reconstruction, repair, or restoration to return such Dock Facility to good working order and condition
suitable for the Event; or (b) provide an operationally equivalent temporary or permanent replacement facility. Any
replacement facility shall be substantially equivalent in size, utility, marine access, structural capacity, and operational
functionality to the Dock Facility existing immediately prior to such impairment, and shall reasonably accommodate
Licensee's marine ingress and egress, production logistics, charter vessel docking, hospitality programming, and VIP
operations. Under no circumstances shall Licensee be required to bear the cost of remediation, reconstruction,
structural repair, or governmental compliance relating to the Dock Facilities except to the extent caused by Licensee's
negligence or willful misconduct. The Trust shall plan and perform any dock -related work in a manner designed to
avoid material interference with Licensee's Use Periods.
7. Additional Grant of Rights (Digital Signage). To the extent the Trust possesses or controls
any reserved display time, slot allocation, or static signage located on or adjacent to the Property
(the "Signage Assets"), and to the extent that such Signage Assets are transferrable to Licensee for
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the purposes contemplated by this Paragraph, the Trust hereby grants to Licensee, during each
applicable Use Period, the right to utilize a portion of such Trust -controlled display inventory for
Event -related promotional, branding, sponsorship, and marquee messaging relating to the current
Event. Such allocation shall consist of a mutually agreed upon number of rotation loops (or an
equivalent minimum number of seconds per standard rotation cycle mutually agreed to by the
Parties), displayed at reasonable intervals during standard high -traffic hours, subject to the
operator's technical parameters. This grant is limited to the Trust's existing contractual rights and
shall not be construed to modify or expand the underlying operator agreement or any other
applicable Agreements.
8. Additional Grant of Rights (Parking).
8.1. During each Use Period, Licensee shall have the right, but not the obligation, to utilize and
control all surface lots, structured parking facilities, vehicular access points, service drives, and other parking areas
located within or serving the Property (collectively, the "Parking Areas"), for all Event -related operational purposes,
including without limitation patron parking, artist and production access, credentialing, staging, vendor loading,
transportation operations, rideshare coordination, shuttle operations, and other logistics and site management
functions. The Parties acknowledge that Licensee's operational control of the Parking Areas during each Use Period
will result in the temporary displacement of Trust personnel parking customarily occurring within the Property.
8.2. Trust Personnel Relocation; Meeting Accommodation. Licensee acknowledges that certain
Parking Areas are customarily used by Trust personnel and for Trust meetings or governmental functions. During each
Use Period, Licensee shall, at its sole cost and expense, provide reasonable alternative parking accommodations for
Trust personnel customarily parking within the Property. Such accommodations may include the procurement of
parking passes at a proximate garage, reimbursement arrangements, or other commercially reasonable relocation
solutions consistent with prior Event practice. Licensee may either (i) obtain and provide parking credentials directly,
or (ii) reimburse the Trust for documented parking costs incurred at an agreed nearby facility. In the event a regular
or special meeting of the Trust is scheduled during a Use Period, Licensee shall, at its sole cost and expense, provide
a reasonable and dignified parking solution for Trust board members and meeting participants. Such accommodation
may include valet service or similar on -site managed access, as reasonably coordinated in advance with the Director.
The use and operational control of the Parking Areas during each Use Period are included within the rights granted
under this Agreement and shall not be subject to any additional license fee, rental charge, or separate consideration
beyond the Use Fee.
9. Integrated Venue; Non -Limitation of Grant. The Parties acknowledge that the Property is licensed
to Licensee as an integrated event venue. The inclusion of separate provisions in this Agreement addressing specific
components of the Property including, without limitation, the Amphitheater, the Fountain, Docks, billboard and
signage locations, parking or other discrete facilities is for operational clarity only and shall not be construed to limit,
narrow, condition, or exclude Licensee's rights with respect to the Property as a whole. Except as expressly and
specifically stated in this Agreement, no portion of the Property shall be deemed reserved, excluded, or withheld from
Licensee's use during the applicable Use Period. The Trust and the City acknowledge that Licensee's rights extend to
all improvements, fixtures, infrastructure, systems, access points, staging areas, and appurtenances comprising the
Property, whether currently existing or hereafter installed during the effective period(s) of this Agreement. In the event
of any perceived ambiguity between a general grant of rights and a provision addressing a specific component of the
Property, such provisions shall be interpreted to give full effect to Licensee's rights to utilize the Property as a unified
production footprint.
10. Economics.
10.1. Use Fee Benchmark; Amphitheater Step -Up. The annual license fee payable by Licensee
to the Trust for each Event occurring on the Property under this Agreement (the "Use Fee") shall be calculated using
the use fee paid for the 2026 Event as the benchmark, which the Parties acknowledge is Two Million Two Hundred
Forty Nine Thousand Seven Hundred Twenty Eight Dollars ($2,249,728) (the "2026 Benchmark Use Fee"). The first
Use Fee payable under this Agreement shall be the Use Fee for the 2027 Event. The Use Fee for the 2027 Event and
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each Event Year thereafter through and including the 2028 Event shall increase on an annual, compounded basis by
four percent (4%). For convenience of reference only, and assuming the Event is produced annually as scheduled
during the applicable period(s) without interruption due to Force Majeure or any other event that results in the
cancellation, postponement, or non -production of a Scheduled Event, application of the foregoing four percent (4%)
compounded annual adjustment yields the following projected Use Fees:
a) 2027 Use Fee: Two Million Three Hundred Thirty Nine Thousand
Seven Hundred Seventeen Dollars and 12/100 ($2,339,717.12);
b) 2028 Use Fee: Two Million Four Hundred Thirty Three Thousand
Three Hundred Five Dollars and 80/100 ($2,433,305.80); and
c) 2029 Park Use Fee (prior to Amphitheater Step -Up): Two Million
Five Hundred Thirty Thousand Six Hundred Thirty Eight Dollars and
04/100 ($2,530,638.04).
Commencing with the 2029 Event Year, and in consideration of Licensee's Amphitheater rights granted under this
Agreement, the Use Fee payable by Licensee to the Trust for the 2029 Event shall be Two Million Six Hundred Thirty
Thousand Six Hundred Thirty Eight Dollars and 04/100 ($2,630,638.04), which amount is comprised of (i) the 2029
Park Use Fee of Two Million Five Hundred Thirty Thousand Six Hundred Thirty Eight Dollars and 04/100
($2,530,638.04), plus (ii) a One Hundred Thousand Dollar ($100,000) increase (the "Amphitheater Step -Up").
Beginning with the 2030 Event and continuing for each Event Year thereafter, the Use Fee (inclusive of the
Amphitheater Step -Up) shall increase on an annual, compounded basis by four percent (4%),If Licensee is granted
the right to use the Amphitheater for any Event Year earlier than 2029 pursuant to this Agreement, then the
Amphitheater Step -Up shall apply commencing with the first such earlier Event Year, and thereafter the Use Fee
(inclusive of the Amphitheater Step -Up) shall continue to increase on an annual, compounded basis by four percent
(4%) for each Event Year following.
10.2. Damage and Security Deposit.
10.2.1. $250,000 Deposit. As security for Licensee's performance of its obligations under
this Agreement, including without limitation restoration, remediation, repair of damage to the Property caused by
Licensee's use, and payment of amounts properly due to the Trust arising from Licensee's use, Licensee shall deliver
to the Trust a refundable cash security deposit in the amount of Two Hundred Fifty Thousand Dollars ($250,000) (the
"Damage & Security Deposit"). The Damage & Security Deposit shall be due and payable prior to the commencement
of the applicable Use Period in accordance with the remittance schedule set forth in this Agreement.
10.2.2. Application; Licensee Election. The Trust may apply all or any portion of the
Damage & Security Deposit solely to amounts properly due and owing under this Agreement as a direct result of
Licensee's use (including documented costs to repair damage caused by Licensee), after providing Licensee with
reasonable supporting documentation and a reasonable opportunity to review and confer. At Licensee's election, (a)
the Trust may apply the Damage & Security Deposit to such amounts and Licensee shall pay any remaining balance
due, or (b) Licensee may pay such amounts directly and the Trust shall refund the unapplied balance of the Damage
& Security Deposit to Licensee.
10.2.3. Refund. Following completion of the applicable Event, completion of Licensee's
required restoration/remediation for such Event, and final reconciliation of amounts properly due under this
Agreement for such Event, the Trust shall refund to Licensee any unapplied portion of the Damage & Security Deposit
within a commercially reasonable period.
10.2.4. Abandoned Property; Removal Costs. If Licensee fails to remove its personal
property, equipment, or fixtures from the Property within five (5) days following the expiration of the applicable Use
Period, and after Licensee has received written notice from the Trust identifying the items remaining and providing
an additional five (5) day opportunity to remove them, then such remaining items may be deemed abandoned. Upon
such abandonment determination, the Trust may, at its option and without liability, remove and dispose of such items,
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and Licensee shall reimburse the Trust for reasonable, documented out-of-pocket costs actually incurred for removal,
storage, and disposal within ten (10) business days after receipt of an invoice with supporting documentation.
10.2.5. No Interest. Licensee shall not be entitled to receive any interest on the Damage
& Security Deposit. The Parties stipulate that Chapter 83, Florida Statutes, does not apply to the Damage & Security
Deposit.
10.3. Ticket Surcharges; Minimum Use Fee. The Use Fee shall be an unconditional and absolute
payment due to the Trust for each Event regardless of any ticket shortfalls, reductions in ticket sales, ticket price or
sale fluctuations, or the number of tickets sold. The Use Fee shall be paid to the Trust as a net payment, without
deduction or offset for service charges, utilities, taxes, allowable offsets, Additional Charges, or any other similar
credits. Ticket surcharges described in Section 53-1 of the Code of the City of Miami, as amended (the "Ticket
Surcharge"), shall apply to all Event tickets sold. For each Event, Licensee shall remit to the Trust an amount equal
to the greater of (i) the then -applicable Use Fee or (ii) the Ticket Surcharge amount due in accordance with Code
Section 53-1. Payment of such greater amount shall be deemed to satisfy in full Licensee's obligations to the Trust
with respect to the Use Fee and the Ticket Surcharge for that Event. Under no circumstances shall the Trust receive
less than the Use Fee for an Event. For example, if the Ticket Surcharge would result in Ticket Surcharge proceeds of
$3,200,000 for an Event and the then -applicable Use Fee for such Event is $2,249,728, then Licensee would pay the
Trust $3,200,000 in full satisfaction of Licensee's obligations under this Paragraph.
10.4. Amounts Due (City/Trust Remittances). In addition to the Use Fee, Licensee shall remit to
the Trust and/or the City, as applicable, all Amounts Due required under this Agreement. "Amounts Due" includes,
without limitation, (a) any fees, charges, assessments, taxes, surcharges, or similar amounts imposed by or payable
to the City or Trust in connection with the Event or Licensee's use of the Property that this Agreement requires
Licensee to remit to the Trust and/or the City, (b) utilities and municipal services furnished, arranged, or billed by
the Trust and/or the City in connection with the Event or Licensee's use of the Property (including without limitation
water, waste, sanitation, and similar City services all billed at the Trust's or City's prevailing rates), and (c) amounts
payable to third -party service providers engaged by the Trust and/or the City on Licensee's behalf to the extent this
Agreement expressly requires Licensee to reimburse the Trust and/or the City for such costs. Amounts Due shall be
remitted to the Trust upon settlement of the Event.
10.5. Use -Related Production Expenses. In consideration of the use of the Property, Licensee
shall be solely responsible for all Use -Related Production Expenses incurred in connection with Licensee's use and
occupancy of the Property during each applicable Use Period. For purposes of this Agreement, "Use -Related
Production Expenses" means all reasonable, documented, and event -specific costs and expenses attributable to or
arising from Licensee's activities at or upon the Property, including without limitation staging, production, design
build, operation, security, staffing, traffic control, permitting, food and beverage, sanitary services, equipment rentals,
installation and dismantling costs, restoration and remediation, and repairs necessitated by Licensee's use. Use -
Related Production Expenses shall also include third -party services that are (a) expressly required by this Agreement,
(b) required by applicable laws, rules, regulations, or permit conditions applicable to the Event, or (c) otherwise
requested by the Trust/City and approved in writing by Licensee (email sufficient), which approval shall not be
unreasonably withheld, conditioned, or delayed where such services are reasonably required for the safe and lawful
conduct of the Event. Notwithstanding the foregoing, Use -Related Production Expenses shall expressly exclude (i)
the Trust's or the City's ordinary baseline operating costs and any general overhead or administrative allocations, (ii)
general park maintenance not caused by Licensee, (iii) capital expenditures and capital improvements (except to the
extent expressly approved in writing by Licensee as an event -specific pass -through), (iv) deferred maintenance or pre-
existing conditions, and (v) costs attributable to other users or general public operations.
10.6. Atypical and Extraordinary Expenses. The Use Fee is consideration for Licensee's
temporary use of the Property as specified in this Agreement and does not include services provided by the City and
also expressly excludes (i) Municipal Service Charges, (ii) Atypical Expenses, and (iii) Extraordinary Expenses. The
Parties acknowledge that, in prior Event Years, the Trust and the City have provided a customary and consistent set
of operational services and support levels in connection with the production. Accordingly, unless otherwise expressly
agreed in writing by Licensee, any services, staffing levels, equipment, administrative functions, or other support costs
proposed to be charged to Licensee shall be consistent with the types and levels historically provided and charged in
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connection with the prior productions of the Event at the Property. The Trust shall present Licensee with a written
estimate of the applicable Municipal Service Charges together with supporting documentation, and the Parties shall
confer and reasonably agree in good faith on the scope, necessity, and amount of such Municipal Service Charges
before any such Municipal Service Charges are incurred or assessed to Licensee, except where reasonably required
due to an unanticipated life safety/security event. Any costs and expenses that are unusual and/or non -customary when
taking into account the costs and expenses paid by Licensee in connection with prior productions of the Event
including, without limitation, (i) unusual or atypical equipment purchases and/or rentals; (ii) unusual or atypical police
services; (iii) unusual or atypical fire -rescue services; and (iv) unusual or atypical solid waste services (collectively,
"Atypical Expenses") shall be due and payable only to the extent reasonably required and/or caused by Licensee, and
subject to Licensee's reasonable prior written approval (email sufficient). Licensee shall be responsible for all
reasonable, documented costs incurred in extraordinary circumstances involving unanticipated life safety and/or
security risks ("Extraordinary Expenses"), provided that the Trust and/or City shall promptly notify and consult with
Licensee as practicable regarding the scope and cost of such measures. To the extent the Trust or City purchases
capital equipment in order to provide services to the Event, Licensee shall be obligated to reimburse only the pro rata
portion of such capital expense attributable to Licensee's reasonably anticipated use, calculated based on the portion
of the useful life of such capital equipment that the Trust is reasonably likely to utilize during events sponsored by
Licensee. Any unusual or atypical capital equipment purchases, labor, orientation, or training costs (each as compared
to historical levels) shall require Licensee's reasonable prior written approval (email sufficient), unless reasonably
required due to an unanticipated life safety/security event.
10.7. Pass -Through Costs; No Markup; Disputes. Except as expressly set forth in this
Agreement, any Use -Related Production Expenses invoiced or billed to Licensee by the Trust and/or the City shall be
passed through at actual, out-of-pocket cost, without markup, surcharge, administrative fee, or similar uplift. Upon
reasonable request, the Trust and/or the City shall provide customary supporting documentation reasonably sufficient
to substantiate such costs. If Licensee disputes any portion of an invoice for Use -Related Production Expenses in good
faith, Licensee shall notify the Trust in writing within thirty (30) days after receipt of such invoice, specifying in
reasonable detail the basis for the dispute and the amount in dispute. Licensee shall timely pay the undisputed portion
of the invoice in accordance with this Agreement, and the existence of a good -faith dispute and nonpayment of the
disputed portion shall not constitute a default under this Agreement. The Parties shall confer promptly and in good
faith to resolve any disputed amounts. Licensee shall either (a) contract directly with third -party providers for Use -
Related Production Expenses, or (b) reimburse the Trust for actual, documented and third -party costs incurred by the
Trust on Licensee's behalf, provided such costs were reasonably necessary and, where required under this Agreement,
pre -approved by Licensee. Any reimbursement request shall be accompanied by reasonable supporting documentation
evidencing the actual out-of-pocket expense. Except to the extent otherwise set forth in this Agreement to the contrary,
there shall be no mark up, surcharge, or other increases of any reimbursable Use -Related Production Expenses. Under
no circumstances shall the Trust or the City be liable for, or required to reimburse, any costs or expenses incurred by
Licensee under this Agreement or in connection with Licensee's operations or related activities, except to the extent
expressly and specifically set forth in this Agreement.
10.8. Performing Rights License Fees. Licensee shall be responsible for any performing rights
organization license fees and any other performing rights licenses required in connection with Licensee's production
and presentation of the Event, to the extent arising from music and content selected, controlled, authorized, or
presented by Licensee (or Licensee's artists, vendors, sponsors, or contractors) as part of the Event. Notwithstanding
the foregoing, Licensee shall not be responsible for any performing rights or other content licensing fees associated
with Trust- or City -operated assets or programming, including without limitation the Bayfront fountain and any music
or content presented therefrom, regardless of whether such programming occurs during the Use Period; provided,
however, that if Licensee is approved to program, select, or control the music or content presented through the fountain
(or any similar Trust- or City -operated asset) during any Event Day, then Licensee shall be responsible solely for the
performing rights licenses attributable to the music/content so programmed, selected, or controlled by Licensee, and
not for any pre-existing Trust or City licensing obligations.
10.9. [Payment Processing; Fee Cap. Any payroll processing, administration, or similar
fee assessed in connection with the payment of off -duty personnel in support of the Event (whether processed
by the Trust, the City, or any third -party payroll administrator engaged by or through the Trust or the City
(collectively, "Payroll Processor") shall be capped and shall not exceed the greater of (a) three percent (3%) of
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the gross wages paid to such off -duty personnel or (b) Twenty -Five Thousand Dollars (S25,000) per Event Year
(the "Payroll Processing Cap"). For clarity, "gross wages" means the base hourly wages actually paid to off -
duty personnel for Event -related services, excluding any separate pass -through costs such as employer taxes,
statutory withholdings, mandated benefits, workers' compensation premiums, insurance, or other non -wage
assessments unless such items are required by applicable law to be treated as wages. No additional markup,
surcharge, administrative uplift, or duplicative processing fee shall be imposed in excess of the Payroll
Processing Cap. To the extent Licensee has previously paid payroll processing or administrative fees for off -
duty personnel in excess of the Payroll Processing Cap for prior Event Years, and Licensee has timely disputed
such excess amounts or paid under protest, the Trust shall issue a credit to Licensee in the amount of such
excess, which credit shall be applied against the next amounts otherwise payable by Licensee to the Trust under
this Agreement (or, if no further amounts are payable, refunded to Licensee within thirty (30) days after
reconciliation). The Trust shall provide reasonable supporting documentation sufficient to substantiate the
calculation of the payroll processing fee for each applicable Event Year, and the Parties shall cooperate in good
faith to reconcile and implement the credit. [SUBJECT TO FUTHER DISCUSSIONS]].
10.10. Remittance Schedule.
10.10.1. Security Deposit. Licensee shall remit, via wire transfer, the amount of Two
Hundred Fifty Thousand Dollars ($250,000) (the "Security Deposit") prior to commencement of the applicable Use
Period and such Security Deposit shall be delivered together with the Pre -Use Period Payment described in Paragraph
10.10.2 below.
10.10.2. Pre -Use Period Payment. Licensee shall remit to the Trust a sum equal to twenty
percent (20%) of the applicable Use Fee no later than two (2) days prior to commencement of load -in for the applicable
Event (the "Pre -Use Period Payment") by wire transfer and shall remit the remaining eighty percent (80%) balance of
the Use Fee (the "Final Remittance") no later than seven (7) days following the conclusion of the final Scheduled
Event Day for the applicable Event. If any portion of the Use Fee or any other undisputed sum due from Licensee
shall not be received by the Trust on the date such undisputed sum is due, Licensee shall pay to the Trust an interest
rate equal to eighteen percent (18%) per annum of such overdue amount. If the undisputed sum due is not received
by the Trust within fifteen (15) days after the date on which such undisputed sum is due, the eighteen percent (18%)
interest rate will be replaced with late fee of five percent (5%) of such overdue amount. The Parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs the Trust will incur by reason of late payment
by Licensee. Acceptance of such late charge by the Trust shall not constitute a waiver of the Licensee's default with
respect to such overdue amount, nor prevent the Trust from exercising any of its other rights and remedies granted
hereunder or at law or in equity. The terms of this Paragraph shall not apply to any charges which are the subject of a
good faith dispute which are controverted in writing, setting forth with reasonable specificity all pertinent details by
the party seeking to avoid payment, within ten (10) days of the due date.
10.10.3. Post -Event Close -Out. Following the Event, the Parties shall confer in good faith
to reconcile and close out any pass -through costs, Municipal Service Charges, or other documented amounts, if any,
properly payable by Licensee under this Agreement, as well as any application and, as applicable, replenishment or
return of the Security Deposit in accordance with this Agreement. Any invoices submitted by the Trust for such
amounts shall be supported by reasonable documentation evidencing the actual out-of-pocket costs incurred. Licensee
shall pay all undisputed amounts within a commercially reasonable period following receipt of an invoice and
supporting documentation (no more than sixty [60] days), and the Parties shall work cooperatively and in good faith
to resolve any disputed items.
10.11. Assessments. The Parties acknowledge that the Use Fee and certain of the rights granted
under this Agreement are subject to all Applicable Taxes, including without limitation any ad valorem taxes or similar
governmental assessments. In the event that ad valorem or other similar assessments are to be imposed in connection
with this License the provisions of this Paragraph shall apply and nothing herein shall be construed as an
acknowledgment by Licensee that any such Tax Assessments are properly assessable.
10.11.1. Acknowledgements. Licensee shall, at all relevant times, have the right, at its sole
cost and expense, to contest, protest, appeal, or otherwise challenge any such Tax Assessment through any
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administrative or judicial process available under Applicable Law. The Parties acknowledge and agree that the Use
Fee and related financial structure of this Agreement were negotiated and structured based upon the historical legal
status and tax treatment of the Property and Licensee's use thereof, under which no ad valorem tax liability has been
attributable to Licensee. The Parties further acknowledge that the absence of ad valorem tax exposure has been an
underlying economic assumption in the negotiation of the Use Fee and the overall consideration exchanged under this
Agreement. In the event the legal status, tax treatment, or other governmental characterization of the Property or
Licensee's use thereof is modified, reinterpreted, or otherwise determined in a manner that results in the Property
becoming subject to ad valorem taxation attributable or potentially attributable to Licensee during a Use Period (a
"Tax Assessment"), such Tax Assessment shall constitute a material change in the economic assumptions underlying
this Agreement.
10.11.2. Notice. If any such Tax Assessment is imposed or determined by the applicable
taxing authority, the City shall promptly provide written notice to Licensee together with supporting documentation
and a good faith estimate of the Tax Assessment forecasted for the applicable Use Period. Such notice shall include,
to the extent available, the projected taxable value, applicable millage rate(s), the estimated amount potentially
attributable to Licensee for such Use Period, and the methodology and assumptions used to calculate such estimate.
Any applicable Tax Assessments shall be addressed on a Use Period -by -Use Period basis.
10.11.3. Event In -Progress. If such Tax Assessment occurs during a period in which
Licensee is actively marketing or selling tickets for the applicable Event, including customary on -sale cycles occurring
during the period commencing during Licensee's on -sale campaign that generally commences in September and
continues through March of each applicable Event year, Licensee shall, at its option, be permitted to proceed with
such in -progress production of such Event; provided however that the Trust shall not assume liability for such Tax
Assessment.
10.11.4. Nothing herein shall be construed as an acknowledgment that any such Tax
Assessment is properly assessable. Licensee shall have the right, at its sole cost and expense, to contest, protest, appeal,
or otherwise challenge any such Tax Assessment through any administrative or judicial process available under
Applicable Law.
11. License Duration; Termination
11.1. Initial and Renewal Option. There is no stated or expressed term of this Agreement. As a
revocable license, this Agreement may be terminated or revoked as provided in this Agreement. This Agreement shall
commence on the Effective Date and shall continue unless earlier canceled or revoked in accordance with this
Agreement; provided, however, that the Agreement shall continue for an initial ten (10) years, and, upon the Trust
receiving written notice from the Licensee at least thirty (30) days prior to May 31, 2036, this Agreement will continue
an additional ten (10) years (for a potential combined period of up to twenty (20) years). Notwithstanding anything to
the contrary, if this Agreement has not been canceled or revoked earlier pursuant to this Paragraph, this Agreement
shall automatically terminate on May 31, 2046.
12. Termination
12.1. Licensee Default; Notices of Default; Cure. If Licensee materially breaches any term,
restriction, or condition of this Agreement, the City may pursue revocation of the license granted herein for Cause by
delivering written notice to Licensee describing the breach in reasonable detail (a "Notice of Default"). Licensee shall
have twenty (20) days (or to the extent that such failure of performance is not reasonably capable of being cured within
such twenty (20) day period under the circumstances and in light of the nature of the obligation at issue, such period
shall be extended for so long as Licensee is diligently pursuing such cure) after receipt of the Notice of Default to
cease the violation or cure the deficiency or failure of performance ("Cure Period").
12.2. Revocation By City.
12.2.1. For Cause. If, after receiving a Notice of Default, Licensee fails to cure within the
Cure Period, upon the expiration of any applicable Cure Period (including any extension thereof), the City shall have
the right to deliver written notice of revocation to Licensee (a "Notice of Revocation"), which Notice of Revocation
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shall specify an effective date not less than ten (10) days after Licensee's receipt thereof. On the effective date stated
in the Notice of Revocation, the license granted herein shall be revoked and this Agreement shall terminate, without
the necessity of further action. For purposes of Paragraphs 12.1 and 12.2.1, "Cause" includes, without limitation. (a)
failure to pay any undisputed payment or any portion thereof within its specified due date; (b) failure to maintain
insurance as required pursuant to the terms of this Agreement; or (c) failure to comply with any other material term
or condition of this Agreement.
12.2.2. For Convenience. The City Commission may, at its sole option and without the
consent of Licensee, cancel this Agreement without Cause by delivering written notice of cancellation to Licensee not
less than three hundred and five (305) days prior to the next subsequent Event; provided that any City Commission
action to revoke this license without Cause must be approved by a Supermajority Affirmative Vote. If the City
Commission timely delivers such notice, this Agreement shall be revoked effective immediately following conclusion
of such next subsequent Event (including load -out and remediation obligations), unless the Parties otherwise agree in
writing.
12.3. For purposes of this Section, "Supermajority" or "Supermajority Affirmative Vote" shall
have the meaning set forth in these subparagraphs 12.3.1, 12.3.2, and 12.3.3 as applicable, and shall apply at the time
of the vote whether or not all such offices are filled, and not merely those Commissioners present, voting, or holding
office at a meeting. For the avoidance of doubt and by way of illustration only:
12.3.1. If the City Commission is authorized to consist of five (5) members, a
Supermajority shall require four (4) affirmative votes;
12.3.2. If the City Commission is authorized to consist of seven (7) members, a
Supermajority shall require five (5) affirmative votes; and
12.3.3. If the City Commission is authorized to consist of nine (9) members, a
Supermajority shall require seven (7) affirmative votes.
Vacancies shall not reduce the number of affirmative votes required to satisfy the Supermajority threshold. Any action
requiring a Supermajority under this Agreement shall be taken only by recorded roll call vote at a duly noticed public
meeting of the City Commission. The Supermajority requirement set forth herein is a material condition precedent to
the validity and effectiveness of any such action and may not be satisfied by any lesser vote.
12.4. Cancellation by Licensee.
12.4.1. For Cause. Licensee shall have the right to terminate this Agreement in the event
of the failure by either the City or the Trust to comply with any other material term or condition of this Agreement.
12.4.2. For Convenience. Licensee may, at its sole option and without the consent of the
City or the Trust, cancel a Scheduled Event by delivering written notice of cancellation to the City (the "Notice of
Cancellation"). If Licensee cancels a Scheduled Event pursuant to this Paragraph within thirty (30) days prior to the
Scheduled Event, Licensee shall pay one hundred percent (100%) of the Use Fee to the Trust for that Event Year
within ten (10) days after delivery of the Notice of Cancellation.
12.5. Survival. Notwithstanding expiration, revocation, or cancellation, this Agreement shall
remain in effect to the extent necessary for Licensee to complete load -out, restoration, remediation, payment,
reporting, and any other obligations that expressly survive.
13. Permitted Uses
13.1. "Permitted Uses" means all uses of the Property that are customary, usual, ancillary,
incidental, or reasonably necessary or desirable to plan, produce, present, operate, and demobilize the Event, including
without limitation the following activities, uses, and rights. The enumeration below is illustrative and shall not be
construed to limit the generality of the foregoing:
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13.1.1. Production; Logistics. Load -in, build, installation, staging, sound checks, Event
operations, maintenance during the Event, strike, load -out, and demobilization, including access and ingress and
egress for personnel, artists, vendors, contractors, equipment, vehicles, and deliveries.
13.1.2. Temporary Structures; Event Infrastructure. Placement, installation, operation,
and removal of temporary structures and Event infrastructure, including stages, platforms, FOH/BOH compounds,
tents, fencing and barricades, scaffolding, truss, rigging, lighting, audio, video, LED walls, decor, scenic elements,
signage, wayfinding, communications systems, Wi-Fi, security and monitoring systems, and other production and
operational systems.
13.1.3. Site Operations; Patron Services; Safety. Operation of gates, credentialing,
ticketing/box office, queuing, ingress/egress routes, crowd management, security, first -aid or support areas,
accessibility accommodations and related guest services, sanitation, waste management, cleaning, lost -and -found, and
other patron services and public safety functions.
13.1.4. Hospitality; Concessions; Merchandising; Activations. Operation of concessions,
bars, hospitality and VIP/premium areas, merchandising, sponsor/brand activations, experiential programming, and
other Event -related patron -facing uses.
13.1.5. Sponsorship; Branding; Promotion. Marketing, branding, promotional, and
sponsorship -related displays and activities on, at, in, to, and from the Property, including installation and display of
sponsor assets and Event branding consistent with this Agreement.
13.2. Third -Party Rights. The right to authorize artists, sponsors, vendors, concessionaires,
exhibitors, contractors, and other third parties designated by Licensee to access and use the Property in connection
with the Event, including to sell, use, distribute, serve, perform, and/or display goods, products, services, and
activations on, at, in, to, and from the Property, subject to the operational requirements and restrictions expressly set
forth in this Agreement.
13.3. Restoration; Remediation. Restoration, remediation, and reinstatement activities required
or permitted under this Agreement, including site protection measures, turf/landscape restoration, hardscape repairs,
cleaning, waste removal, and related post -Event work, together with the right to stage personnel, equipment, and
materials and to perform such work outside public Operating Hours as reasonably necessary within the Use Period
and any remediation window expressly provided in this Agreement. For avoidance of doubt, this Paragraph confirms
Licensee's right to perform restoration/remediation work and does not expand Licensee's remediation obligations
beyond those expressly set forth in this Agreement.
13.4. Other Uses. Any other uses that are expressly authorized under this Agreement or that are
approved in advance in writing by the Director (or the Director's designee), which approval shall not be unreasonably
conditioned, withheld, or delayed if within the Trust's authority to grant. Nothing in this Paragraph be construed to
(a) expand Licensee's obligations beyond those expressly set forth in this Agreement and applicable law, (b) create
any duty or standard of care greater than that otherwise imposed by applicable law, or (c) constitute an admission of
liability or responsibility for any act or omission of the Trust, the City, or any third party. For clarity, nothing in this
Paragraph shall be interpreted to limit, condition, or otherwise affect Licensee's indemnification obligations under
this Agreement.
14. Water Use; Remediation; Metering. Licensee may use water at the Property in quantities reasonably
necessary for Event operations and post -Event remediation, including for earthwork including sod and landscape
installation and restoration, cleaning, and dust control, subject to applicable permits, safety requirements, and
reasonable coordination with the Trust and the City (as applicable). Licensee may, at its sole cost, expense, and option,
obtain any permits or authorizations required to access water at the Property, including a hydrant -use permit that
allows Licensee to draw water under Licensee's own account number. To accurately measure and reconcile water
consumption, Licensee shall, at its sole cost and expense and subject to applicable permits, have the right to elect to
install and utilize a temporary water metering system and associated connections during the applicable Use Period and
any remediation window expressly provided in this Agreement. Licensee shall be responsible for installing, operating,
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and removing such metering system in a safe and code -compliant manner. Unless otherwise expressly stated in this
Agreement, Licensee shall pay for water usage attributable to the Event based on metered consumption (whether
measured by Licensee's temporary metering system or by a mutually agreed alternative measurement method). If
Licensee obtains a hydrant -use permit and draws water under Licensee's own account number, neither the Trust nor
the City shall invoice, charge, or otherwise assess Licensee for any water usage drawn under such permit. If Licensee
does not elect to meter water usage or draw under Licensee's own account, standard City rates and/or hydrant -permit
billing practices shall apply. Licensee's metering and connections shall not unreasonably interfere with Trust or City
operations, and Licensee shall not make permanent alterations to any water infrastructure without a separate written
agreement approved by the applicable parties.
15. Utilities; Power; Technical Systems. Licensee may install, operate, and remove temporary power
generation and temporary electrical distribution systems (including generators, cabling, panels, and related equipment)
as reasonably necessary for the Event, subject to this Agreement, applicable permits, and safety requirements. To the
extent existing utility services and designated utility service connection points ("tie-in points") are available on the
Property and authorized for Event operations, Licensee shall have the right to access and utilize such tie-in points as
an alternative or supplement to temporary generation, subject to coordination with the Director and compliance with
reasonable site access procedures, scheduling requirements, and applicable permitting and safety requirements.
Licensee shall be responsible for the direct costs associated with utilities used in connection with the Event and any
tie-in work performed for the Event, including meter installation or readings (if required) and utility consumption
charges. If a dedicated meter is required by the Trust or the City for Event measurement, Licensee shall cooperate in
good faith and bear the associated direct costs unless otherwise agreed in writing. The Trust shall not interrupt, curtail,
or suspend utility service to the Property during any Use Period except to the extent reasonably necessary due to
accident, emergency, or to address safety requirements, or for repairs, alterations, or improvements that cannot
reasonably be deferred outside the Use Period. The Trust shall use commercially reasonable efforts to (a) avoid utility
interruptions during any Use Period, (b) minimize the scope and duration of any interruption, and (c) schedule non -
emergency work so as not to materially interfere with Licensee's load -in, Event operations, or load -out. For any
planned or non -emergency interruption reasonably anticipated to occur during a Use Period, the Trust shall provide
Licensee prompt written notice with sufficient detail to permit coordination and mitigation. Licensee acknowledges
that utility service at the Property is subject to availability and existing site conditions and may be affected by third -
party utility providers or governmental authorities.
16. Production Operations. During each Use Period, Licensee shall be responsible for the planning,
coordination, and execution of all Event production operations and related site management activities, including all
activities customary and incidental to a large-scale music festival production of the type and character of the Event,
including but not limited to the activities set forth in this Paragraph.
16.1. Security. During each Use Period and Event Day, Licensee shall provide, at its sole cost
and expense, all event -specific security personnel and perimeter security reasonably required for the production of the
Event, including event staffing customarily utilized for large-scale music festivals of similar size and character. Law
enforcement staffing levels for sworn police personnel shall be determined by the City of Miami Police Department
in accordance with its standard protocols for special events, and such requirements shall be communicated to Licensee
in advance of the Event. Licensee shall coordinate in good faith with the Trust and the City regarding overall security
planning, including perimeter control, ingress and egress management, credentialed access, and life -safety protocols.
To the extent an on -site special response or rapid response team is required by the City of Miami Police Department
for the Event, such requirement shall be determined by the Department in accordance with its customary special event
procedures. The Trust may request reasonable additional fencing or security measures if reasonably necessary for life -
safety or crowd management purposes; provided, however, that any material deviation from historically required
security levels shall be discussed in advance with Licensee and shall be consistent with similarly situated events at the
Property. Licensee shall maintain adequate emergency access lanes for City of Miami emergency vehicles at all times
during the Use Period, in accordance with approved site plans and applicable public safety requirements.
16.2. Restroom Facilities. During each Use Period, Licensee shall provide and maintain an
adequate number of portable restroom facilities reasonably sufficient to serve Licensee's workforce, contractors,
vendors, patrons, and invitees, considering the anticipated attendance and operational footprint for the applicable Use
Period. All portable restroom facilities shall be installed, open, serviced, and operational throughout the Use Period,
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including load -in, Event Days, and load -out, and shall be maintained in a clean, sanitary, and code -compliant
condition. Licensee shall be solely responsible for the procurement, placement, servicing, pumping, waste removal,
and removal of such portable restroom facilities. The quantity, placement, and servicing schedule shall be determined
by Licensee in its reasonable discretion based on established industry standards for events of similar size and character.
16.3. Advertising; External -Facing Signage. Licensee's advertising and promotional materials
for the Event shall reference the City of Miami and Bayfront Park, including identifying the venue as Bayfront Park,
Miami, Florida (and/or the commonly used venue address), in a customary manner for national and international event
marketing. During each Use Period, Licensee may install and display Event Signage in accordance with the terms of
this Agreement. To the extent any Event Signage is proposed to be physically affixed to the exterior of any permanent
structure or other permanent park asset, or is intended to be primarily visible from outside the Event footprint and the
public right-of-way, Licensee shall obtain the written approval of the Director or their designee, which approval may
not be unreasonably withheld, delayed, or conditioned and any denial by Director shall be based only on public safety
and operational considerations, including ingress and egress, emergency access, crowd circulation, and compliance
with applicable life -safety requirements and other Applicable Law(s). Licensee shall, at its sole cost and expense,
install, provide, and maintain such sign, decoration, advertising matter or other things as may be permitted hereunder
in good condition and repair at all times. Licensee must further obtain approval from all governmental authorities
having jurisdiction and must comply with all applicable requirements set forth in the Sign Regulations in the City of
Miami Code and Zoning Ordinance, the Miami -Dade Sign Code, and State and Federal laws and regulations, as
applicable. Upon the end of each Use Period, Licensee shall, at its sole cost and expense, remove any sign, decoration,
advertising matter or other item permitted hereunder from the Property.
16.3.1. Trust Signage Rights; Intellectual Property. The Trust retains the right, in its
discretion, to erect, install, and maintain signage on the Property consistent with its ownership and operation of the
Property. Nothing contained in this Agreement, however, shall grant the Trust any right to use Licensee's trade names,
trademarks, service marks, logos, designs, brand identifiers, or other intellectual property (collectively, "Licensee
Marks") without Licensee's prior written consent. Any authorized use of Licensee Marks shall be subject to Licensee's
prior written approval and shall be in accordance with Licensee's brand guidelines and usage standards as may be
provided from time to time.
16.3.2. Permanent Park Signage. The Trust may maintain permanent signage that is part
of the fixed and permanent improvements of the Property, including permanent naming rights signage associated with
long-term facilities or structures within the Property. During the Use Period, Licensee shall have the right, at its sole
cost and expense, to temporarily cover or conceal such permanent signage to the extent reasonably necessary to protect
Licensee's branding, sponsorship, or commercial rights, provided that such signage is restored to its original condition
promptly following the Event, and subject to any other existing contractual obligations that are in existence and
operative prior to the Effective Date of this Agreement.
16.3.3. Temporary or Event -Period Signage. Except with Licensee's prior written
consent, the Trust shall not erect, display, install, or permit the installation of temporary, removable, inflatable, banner -
type, kite -type, or other non -permanent signage on the Property during the Use Period that is inconsistent with
Licensee's branding, sponsorship arrangements, or commercial exclusivities. Licensee shall have the right, at its sole
cost and expense, to remove, relocate, or temporarily conceal any such temporary signage during the Use Period,
provided that any removed signage is restored following the Event. Nothing herein shall prohibit the Trust from
maintaining customary permanent Property identification signage that does not conflict with Licensee's commercial
sponsorship rights. The provisions of this Paragraph are subject only to any contractual obligations that are in existence
and operative prior to the Effective Date of this Agreement.
16.4. Food and Beverage, Merchandise Ancillary Activations. Licensee shall provide the
Director with preliminary and updated site plans at regular intervals during the production planning process depicting
the proposed Event footprint, including, without limitation, stages, tents, ticketing locations, food and beverage
concessions, merchandise areas, activation zones, hospitality areas, production compounds, and related installations
(the "Site Plan"). Licensee shall also provide the Site Plan, and any material updates thereto, promptly upon the
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Director's reasonable request. The Director's review of the Site Plan shall be limited to confirming compliance with
Applicable Law, fire code, emergency access, and life -safety requirements, and approval shall not be unreasonably
withheld, delayed, or conditioned. Any disapproval shall be in writing and shall specify the particular code -based or
life -safety basis for such disapproval. The Trust and the City's Fire Department may require reasonable modifications
to the Site Plan solely to address documented public health, fire, emergency access, or life -safety concerns; provided,
however, that any such modifications shall (i) be narrowly tailored to address the identified concern, and (ii) not
materially impair Licensee's production design, sponsorship inventory, revenue -generating areas, ingress and egress
flow, or operational footprint except to the minimum extent necessary to address such concern. Licensee shall retain
sole discretion over programming, vendor selection, and the commercial operation of food, beverage, merchandise,
and activation areas within the approved Site Plan.
16.5. Sound Checks. Licensee hereby agrees that there will be no sound checks before the
Tuesday of the Event week. Sound checks may occur only on the following dates and times: (1) Tuesday of the Event
week between the hours of 5:00 p.m. and 9:00 p.m. (2) Wednesday of the Event week between the hours of 5:00 p.m.
and 9:00 p.m.; (3) Thursday of the Event week between the hours of 5:00 p.m. and 9:00 p.m.; and (4) Friday being
the first event day from 3:00 to 4:00 p.m. Soundchecks will be conducted not to exceed a maximum level of one
hundred two (102) decibels measured sixty (60) feet away from each stage.
16.6. Light Checks. Licensee hereby agrees that there will be no light checks before the Tuesday
of the Event week. Light checks may occur only on the following dates and times: (1) Tuesday of the Event week
between the hours of 5:00 p.m. and 11:00 p.m.; (2) Wednesday of the Event week between the hours of 5:00 p.m. and
11:00 p.m.; (3) Thursday of the Event week between the hours of 5:00 p.m. and 2:00 a.m. Friday; (4) Saturday and
Sunday of the Event week between 12:00 a.m. (midnight) and 2:00 a.m.
16.7. Sound Level. Licensee's Event may not exceed a maximum level of one hundred two (102)
decibels measured sixty (60) feet away from each stage. Failure to cure each incident of sound level non-compliance
within five (5) minutes of notification by a Trust designee will result in a fee of $1,000 per each incident. Each incident
shall constitute a separate event of non-compliance. Licensee shall tune each stage at the Event to reduce the signature
of low and very low frequency bass. Further, with respect to that certain stage that was historically located on the
south end of Biscayne Boulevard facing due West towards 50 Biscayne Boulevard, Licensee shall remove such stage.
16.8. Alcohol Wrist Band Policy. If alcoholic beverages are sold or served in connection with
the Event, Licensee shall cause its concessionaire(s) to implement age -verification controls consistent with Applicable
Law, including wrist -banding or another reasonably reliable identification method designed to restrict alcohol service
to patrons of legal drinking age. Licensee's concessionaire(s) shall obtain and maintain all permits, licenses, and
approvals required by applicable law for the lawful sale and service of alcoholic beverages. Failure to comply with
this rule, whether by the concessionaire or their representative, may result in the immediate cancellation of alcohol
sales and breach of this Agreement, as determined by the Director or Director's designee.
16.9. Alcoholic Beverages. Licensee may sell alcoholic and non-alcoholic beverages during the
Event in accordance with Applicable Law and the terms of this Agreement. No beverages, whether alcoholic or non-
alcoholic, shall be sold or distributed in glass containers or polystyrene foam containers of any size. Licensee shall
implement commercially reasonable alcohol control measures, including limiting the sale of alcoholic beverages to
no more than two (2) alcoholic beverages per person per transaction and utilizing age -verification procedures, such as
wrist -banding or comparable identification controls, to confirm legal drinking age. Sales of alcoholic beverages shall
cease no later than sixty (60) minutes prior to the scheduled conclusion of the Event on each Event Day. Sales of non-
alcoholic beverages shall not be subject to this time limitation
16.10. Permits. Licensee shall be responsible for obtaining all permits, licenses, and governmental
approvals required under Applicable Law for the sale and service of alcoholic beverages and shall timely file any
required applications with the City or other applicable authority. Copies of all required permits shall be provided to
the Trust prior to the commencement of the applicable Event. Failure to comply with this rule, whether by the
concessionaire or their representative, may result in the immediate suspension of alcohol sales following advanced
notification (in person, text or email is permissible) to Licensee if such failure of compliance is not cured within ninety
(90) minutes of having received notice by the Director or Director's designee. Upon Licensee curing any failure of
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performance described under this Paragraph as reasonably determined by the Director or their designee, Licensee shall
have the right to immediately resume the offering, sale and service of alcohol without further action.
16.11. Sponsor's Signage; Banner Placement. During each Use Period, Licensee shall have the
right to install, display, operate, illuminate, and remove signage, banners, scrims, digital displays, projection elements,
stage branding, sponsor identification, experiential activations, temporary branded structures, wayfinding, and other
promotional or commercial messaging (collectively, "Event Signage") throughout the Property in connection with the
Event and Licensee's sponsorship, branding, hospitality, broadcast, and promotional programs. Event Signage may
include static, digital, illuminated, projected, inflatable, scaffold -mounted, stage -integrated, freestanding, or building -
mounted elements, as customarily utilized for large-scale music festivals of similar size and character. Licensee shall
obtain any permits required under Applicable Law for Event Signage and shall comply with applicable building, fire,
and safety regulations. Placement of Event Signage is subject to the approval of the Director, which shall not be
unreasonably withheld, delayed, or conditioned and shall be based only on public safety and operational
considerations, including ingress and egress, emergency access, crowd circulation, and compliance with applicable
life -safety requirements and other Applicable Law(s). The Director shall have no discretion or approval rights
regarding the content, branding, design, messaging, or sponsor identification displayed on Event Signage. All
temporary Event Signage installed by Licensee shall be removed prior to the expiration of the applicable Use Period,
and Licensee shall restore affected areas to its original condition and in accordance with the restoration provisions of
this Agreement.
17. Access. Licensee hereby agrees that the staff and management of the Trust, in consultation with the
Miami Police Department and Licensee, have complete control as to when gates to Events are opened. Licensee hereby
agrees to respond to any reasonable Trust request during the Use Period of the Event._This Agreement confers no
exclusive possession of the Property, provided however, the Trust agrees not to enter into another License or Use
Agreement on this Property that would interfere with Licensee's ability to operate for the Permitted Uses on the
Property according to the terms of this Agreement. The Trust agrees not to use or permit others to use the Property
under the control of the Trust during the Use Period except as mutually agreed by the Trust and Licensee. Licensee
recognizes and agrees that the Property is a public site and during the entirety of the Use Period, the Licensee will
cooperate with the Trust to maximize public access to the Property. This will not be construed to prevent the Licensee
from restricting access to the Event.
18. Traffic Management Plan. Within One Hundred and Twenty (120) days prior to each Event,
Licensee shall prepare and submit to the City Manager and Director for City's review, consideration and preliminary
approval, a preliminary or proposed maintenance of traffic plan setting forth the proposed operational strategies for
managing Event -generated and background traffic on the day(s) of the Event within the Property and general region
to ensure safe means of access to the applicable Property and to minimize traffic disruptions on Biscayne Boulevard
("Maintenance of Traffic Plan"). Licensee shall prepare and submit to the City Manager and Director for City's review,
consideration and final approval a final Maintenance of Traffic Plan the latter of (i) Licensee's receipt of any and all
final third -party approvals required for each scheduled Event or (ii) by thirty (30) days prior to each scheduled Event,
setting forth the operational strategies for managing Event -generated and background traffic on the day(s) of the Event
within the Property and general region to ensure safe means of access to the applicable Property and to minimize
traffic disruptions on Biscayne Boulevard. The City shall not unreasonably delay, condition and/or deny such
approval. The Licensee shall work with the City in good faith to ensure that the Maintenance of Traffic Plan meets
the City's needs and shall provide the latest draft of the Maintenance of Traffic Plan to the City and to the Trust within
twenty-four (24) hours of the City or the Trust's request, with such plan subject to any remaining third party regulatory
approvals; Licensee shall pursue such regulatory approvals diligently and in good faith.
19. Safety and Security Plan. Within sixty (60) days prior to each Event, Licensee shall prepare and
make available to the City Manager and Director for the City and Trust's respective review and written approval, a
preliminary or proposed safety and security plan setting forth the various efforts to be undertaken by Licensee to
ensure the safety and security of the patrons of the Event ("Safety and Security Plan"). A final Safety and Security
Plan shall be submitted to the City Manager and Director by the latter of (i) Licensee's receipt of any and all final
third -party approvals required for each scheduled Event or (ii) thirty (30) days prior to each scheduled Event. The
Trust shall not unreasonably delay, condition and/or deny such approval. The Licensee shall work with the Trust and
City in good faith to ensure that the Safety and Security Plan meets the Trust and City's needs and shall provide the
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latest draft of the Safety and Security Plan to the Trust and City within twenty-four (24) hours of either's request, with
such plan subject to any remaining third party regulatory approvals; Licensee shall pursue such regulatory approvals
diligently and in good faith. The Safety and Security Plan shall include, without limitation: (1) a mass evacuation plan,
(2) stage locations, (3) fencing locations, (4) security and emergency operations personnel requirements, (5)
emergency vehicle access routes, (6) communications plan, and (7) any other necessary safety and security
components required by the City's Police and Fire Departments.
20. Local Businesses. Licensee shall use reasonable good faith efforts to use vendors that are local to
the City of Miami
21. Condition of Property; Pre -Use Inspection; Remediation.
21.1. Pre -Use Inspection. Licensee acknowledges that it has inspected, or has been afforded the
opportunity to inspect, the Property prior to execution of this Agreement and prior to each applicable Use Period, and
accepts the Property in its then -existing condition at the commencement of the applicable Use Period, subject to the
Trust's ongoing maintenance obligations. Within a commercially reasonable time prior to each Use Period, the Parties
shall conduct a joint pre -event inspection of the Property (the "Pre -Event Inspection") for the purpose of documenting
the condition of the Property. The condition of the Property as reflected in such Pre -Event Inspection shall serve as
the baseline for determining Licensee's restoration obligations following the Event. The Trust shall maintain the
Property on a year-round basis and shall be responsible for routine maintenance, deferred maintenance, capital repairs,
and replacement or restoration of elements of the Property damaged from causes unrelated to Licensee's use. Licensee
shall not be responsible for pre-existing conditions, latent defects, or general deterioration not caused by the Event.
21.2. Restoration Obligation. Licensee shall restore and return the Property to substantially the
same condition as documented in the applicable Pre -Event Inspection, reasonable wear and tear excepted. Licensee
shall repair or replace any infrastructure, utilities, irrigation, sod, landscaping, decorative features, play structures,
electrical or fiber-optic lines, or other components of the Property damaged as a direct result of the Event or Licensee's
activities during the applicable Use Period. All restoration shall be performed in a commercially reasonable manner
consistent with prior Event restorations at the Property._
21.3. Post -Event Inspection; Identification of Work. Within two (2) business days following the
conclusion of each Event and/or expiration of the applicable Use Period, the Parties shall conduct a joint post -event
inspection of the Property (the "Post -Event Inspection") to identify restoration items attributable to Licensee's use.
The Trust shall provide Licensee with a written itemization of such restoration items within a commercially reasonable
time following the Post -Event Inspection._
21.4. Restoration Timeline. Licensee shall make the Property available for public use
immediately following expiration of the Use Period and shall substantially complete all restoration work no later than
thirty-eight (38) days following the conclusion of each Event. For purposes of calculating such thirty-eight (38) day
period, the time required to complete restoration shall exclude periods during which Licensee is unable to perform
such obligations due to (i) Force Majeure, (ii) inclement weather or resulting site conditions that would reasonably
prevent landscaping or related repairs, (iii) governmental restrictions, or (iv) the production of other events or Trust -
directed activities outside of Licensee's control that prevent continuation or completion of restoration work.
21.5. Restoration Holdover Charge; Remediation Penalties. If Licensee fails to substantially
complete restoration within the thirty-eight (38) day period described above, as properly extended pursuant to
Paragraph 21.4, the Trust shall have the right, but not the obligation, upon written notice to Licensee, to assess a
restoration holdover charge in the amount of Ten Thousand Dollars ($10,000) per day for each day restoration remains
incomplete beyond such period. Any such charge shall apply only to the extent the delay results from Licensee's
failure to diligently undertake the restoration work and shall not apply during periods of delay attributable to Force
Majeure, weather conditions, governmental restrictions, third -party interference, or the Trust's failure to provide
required access, approvals, utilities, or cooperation._
21.6. Remediation Election (Sod and Mulch). In the event remediation is required with respect
to damaged sod or mulch removal, Licensee shall have the option to either (i) pay the Trust's actual third -party cost
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of re -installing damaged sod or removing and replacing mulch based on the square footage affected, or (ii) undertake
such re -installation or removal directly, subject to the Trust's reasonable approval of contractor, scope, and schedule.
If Licensee elects option (i), the Trust shall be entitled to an administrative fee equal to fifteen percent (15%) of the
actual third -party remediation costs incurred. Any amounts payable under this Paragraph shall be supported by
reasonable documentation evidencing the underlying third -party costs.
21.7. Site Cleanliness. During each Use Period, Licensee shall use commercially reasonable
efforts to maintain the Property and immediately adjacent areas in a clean condition and free from unreasonable
accumulations of waste attributable to the Event.
21.8. No Liens. Nothing in this Agreement shall be construed as constituting the consent or
request of the Trust or the City, expressed or implied, to any contractor, subcontractor, laborer, or materialman for the
performance of any labor or furnishing of any materials for work on the Property, nor as giving Licensee the right,
power, or authority to create or permit any lien to attach to the City's or to the Trust's fee interest in the Property.
Licensee shall not knowingly permit any mechanics' or construction lien to be filed against the City's or the Trust's
interest in the Property arising from Licensee's work or activities. If any such lien is filed as a result of Licensee's
activities, Licensee shall, within thirty (30) days after receipt of written notice thereof, either (i) cause such lien to be
discharged of record, or (ii) bond over or otherwise contest such lien in good faith in accordance with applicable law.
22. Permits, Approvals; Public Safety Staffing. Licensee shall obtain and maintain, at its sole cost and
expense, all permits and approvals required under Applicable Law for the Event and Licensee's Event operations. The
Trust shall reasonably cooperate with Licensee in connection with such permitting, including coordinating required
submittals and facilitating interface with applicable City departments and agencies. Public safety staffing requirements
for the Event, including Police and Fire Rescue services, shall be determined by the applicable department(s) in
accordance with applicable standards and shall be communicated to Licensee in writing no later than ten (10) business
days prior to the first Event Day, together with any material assumptions used to develop such requirements.
23. Hazardous Materials; Environmental Compliance. Licensee shall not knowingly handle, transport,
store, dispose of, or permit the release of any Hazardous Materials on the Property in violation of Applicable Law,
and shall conduct Event operations in compliance in all material respects with applicable environmental laws.
Notwithstanding the foregoing, Licensee may use, handle, and store in commercially reasonable quantities those
materials customarily used in connection with the production of a large-scale music festival (including, without
limitation, fuels, lubricants, batteries, cleaning products, compressed gases, and similar materials) provided the same
are properly contained, managed, and disposed of in accordance with Applicable Law and industry standards Licensee
shall promptly notify the Director of any material spill or release required to be reported under Applicable Law and
shall take commercially reasonable steps to remediate any release caused by Licensee.
24. Compliance with Applicable Law. During each Use Period, Licensee shall comply, and shall cause
its contractors, concessionaires, and vendors to comply, in all material respects with Applicable Law in connection
with the production and operation of the Event. If any governmental authority assesses a fine or penalty directly arising
from Licensee's violation of Applicable Law in connection with the Event, and such violation is not attributable to
the Trust or the City, Licensee shall be responsible for such fine or penalty, provided that Licensee receives prompt
written notice thereof and a reasonable opportunity to contest or cure the same where legally permissible.
25. Community Relations; Separate Voluntary Agreement. Licensee acknowledges that it previously
entered into a confidential, voluntary settlement agreement in with certain community stakeholders (the "Community
Settlement"). The Parties agree that the Community Settlement was not mandated by the City or the Trust, is not a
condition of this Agreement, and is not incorporated into or made a part of this Agreement. Nothing in this Agreement
shall be construed to grant any person or entity that is not a party to this Agreement any rights, standing, or status as
a third -party beneficiary of this Agreement. No non-party shall have the right to enforce any provision of this
Agreement. For the avoidance of doubt, any alleged breach, dispute, expiration, modification, or termination of the
Community Settlement shall not constitute a default, event of revocation, cancellation right, or material breach under
this Agreement, and shall not give rise to any termination, suspension, or enforcement rights by the Trust or the City.
26. Ticket Products Reports.
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26.1. Complimentary Tickets. Subject to those terms set forth in this Agreement, Licensee shall
have the right to distribute complimentary tickets per each Event day for promotional use without payment of a ticket
surcharge.
26.2. Ticket Product Reports. No later than twenty-four (24) hours prior to gates opening on the
first Event Day (or such other time reasonably required to permit review prior to gates), Licensee shall deliver to the
Director (or the Director's designee) a ticketing report in a form reasonably acceptable to the Tmst that summarizes,
in the aggregate, tickets issued and tickets sold for the Event (the "Ticket Report"). The Ticket Report and any related
review or audit rights shall be limited solely to verification of (i) the Ticket Surcharge due under Section 53-1 of the
Code and (ii) compliance with this Agreement's payment provisions relating to the Ticket Surcharge and/or Use Fee.
The Trust shall have no right to review or obtain individual attendee or guest information. The Ticket Report shall
include only non -identifying, aggregated data by ticket category (e.g., paid, complimentary, credentialed and/or
sponsor allocations; and such other categories as are reasonably necessary for surcharge verification) and shall
expressly exclude any personally identifying information, including without limitation names, email addresses, phone
numbers, mailing addresses, payment card information, order -level identifiers tied to an individual, seating/credential
assignment tied to an individual, or any guest list or other information that would identify any attendee. The Director's
designee may confirm to the Trust prior to gates opening whether Licensee delivered the Ticket Report in accordance
with this Paragraph. Any such confirmation shall address only delivery and completeness of the aggregated Ticket
Report for surcharge verification purposes and shall not include or require disclosure of any identifying information.
At Licensee's election, the Ticket Report requirement may be satisfied by delivery of an officer's certificate executed
by an authorized officer of Licensee (an "Officer's Certificate") certifying the total number of tickets issued for the
Event (including paid and complimentary, stated in the aggregate) and such other high-level, non -identifying totals as
are reasonably necessary to calculate any Ticket Surcharge; provided that neither the Ticket Report nor the Officer's
Certificate shall be required to disclose guest names, individual attendee information, purchaser data, comp recipient
identities, or other personally identifying information.
26.3. Failure of Compliance. If Licensee fails to deliver the Ticket Report required under
Paragraph 26.2 as required, and such failure is not cured within ten (10) days after written notice from the Trust, the
Trust may assess a non-compliance administrative fee as follows:
(a) 1,000 to 9,999 tickets reflected in the applicable Event Ticket Report: $10,000
(b) 10,000 to 19,999 tickets reflected in the applicable Event Ticket Report: $20,000; and
(c) 20,000 or more tickets reflected in the applicable Event Ticket Report: $30,000
Any such fee shall constitute the Trust's sole and exclusive remedy for failure to timely deliver the Ticket Report
(provided the Ticket Report is ultimately delivered), and shall not constitute a default or grounds for cancellation or
revocation of this Agreement. No non-compliance fee shall be assessed where the Use Fee payable for the applicable
Event exceeds the Ticket Surcharge due.
27. Ticket Scanning; Attendance Tracking. Licensee shall utilize commercially reasonable electronic
ticket scanning and credential validation systems to monitor ingress and real-time attendance counts. The Trust shall
not utilize manual ticket tearing, drop counts, or other outdated physical ticket -control methods where electronic
scanning systems are in use and functioning. Licensee shall provide sufficient back-up scanning equipment and
technical support to mitigate isolated equipment malfunction. In the event of a temporary system disruption, the Parties
shall cooperate in good faith to implement reasonable interim attendance -tracking procedures until scanning
functionality is restored. Upon reasonable request during the Event, Licensee shall provide the Trust with access to
real-time aggregated attendance data sufficient for life -safety and operational oversight purposes. Such access shall
not include personally identifying attendee information. If an Event is sold out, additional manual counting personnel
shall not be required, provided electronic attendance tracking remains operational.
28. Insurance. Licensee shall obtain and maintain in force for the Use Period, insurance policies and
coverages, as may be reasonably amended from time to time by the City's Director of Risk Management or designee
using commercially reasonable standards, and as set forth on EXHIBITS B-1 and B-2 (B-1 is for the Licensee; B-2
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is for the concessionaire), which is attached hereto and made a part of this Agreement. The City and the Trust shall be
named "Additional Insured" on all policies. Any questions regarding insurance should be directed to the City's
Director of Risk Management. Licensee shall furnish all required insurance certificates no later than ten (10) days
prior to the commencement of the Use Period.
29. Indemnification.
29.1. Governmental Claims Licensee agrees to indemnify, defend (at its own cost and expense),
covenant not to sue, and hold harmless the City, their respective officers, officials, employees, personnel, volunteers,
agents, assigns, representatives, and successors, and the Trust, their respective officers, officials, employees,
personnel, volunteers, agents, assigns, representatives, and successors and the U.S. Army Corps of Engineers
(hereinafter collectively referred to as the "Indemnitees") from and against all claims, actions, or liabilities to the
extent arising out of, resulting from, or in connection with (i) the Event (including claims, actions, or liabilities of any
nature from any third parties, including but not limited to claims, actions, or liabilities relating to the usage, permit, or
contractual rights to any or all of the Property for other events or special events taking place on the Property, Property,
or/on/in/at the Amphitheater, and while Licensee controverts any Liability with respect to such matters it will
indemnify, defend, and hold harmless the Indemnitees pursuant to this Section 29, and for the use of the Property
and/or performance of any renovation to the Property from any third party, (ii) nuisance claims or liabilities or charter
violations or any other claim, action, or liability of any nature asserted by the Downtown Neighbors Alliance and Case
No. 2020-000905-CA-01, but excluding any claims or actions relating to and/or arising from the City's failure to
comply with public records requests made pursuant to Chapter 119, Fla. Stat (and while Licensee controverts any
Liability with respect to such matters it will indemnify, defend, and hold harmless the Indemnitees pursuant to this
Section 29), (iii) 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 (except for the intentional, criminal or wrongful acts, or gross negligence or willful
misconduct committed by such Indemnitees), (iv) the use of any products sold, advertised, provided, or otherwise
distributed by Licensee to users, invitees, guests, employees, agents, the general public, or any other individual or (v)
the failure of Licensee to comply with any of the provisions contained herein, or to conform to statutes, ordinances,
or other rules, conditions of approval, permits or regulations or requirements of any governmental authority, local,
federal or state, in connection with the performance of this Agreement, including, without limitation all actions and
omissions by the Licensee taken as a result of or in connection with this Agreement, or (vi) any reasonable and
customary fees that may be charged by Live Nation, or any current operator of the Amphitheater, for use of the
Amphitheater in order to permit the Trust to perform its obligations under this Agreement. This Indemnification shall
cover liabilities in tort, liabilities in contract, liabilities alleging statutory or regulatory violations including, but not
limited to claims resulting from noise, light, nuisance, traffic, and/or liabilities derived from any other actions or
omissions alleged to impact the quiet enjoyment of residents, tenants, or commercial entities in the surrounding
neighborhoods, or otherwise who reside within one (1) mile of the Property. Licensee expressly agrees that this
indemnification shall include all employees/personnel of the Trust and City, on and off -duty police officers, fire, and
other emergency/medical service employees/personnel rendering services or support in connection with the Event. In
addition, Licensee 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 an employee or former employee of Licensee, or any
of its contractors, subcontractors, agents, representatives, concessionaires, vendors, invitees, guests, or consultants as
provided above, for which Licensee's liability to such employee or former employee would otherwise be limited to
payments under state Workers' Compensation or similar laws. This Indemnification provision shall survive the
expiration, termination, or cancellation of this Agreement and shall continue in effect until the expiration of the
corresponding statute of limitations or the tolling thereof. The word Liabilities used in this Section includes claims
and actions relative to the Liabilities. Granting of this Agreement is freely acknowledged by the Licensee as good and
sufficient independent consideration for this Indemnification. To the extent that Licensee undertakes any
indemnification obligations under this Section 29, and notwithstanding any provision herein to the contrary, Licensee
shall have its choice of counsel for a defense and control resolution of the claim(s) provided the Indemnitees are not
required to admit any liability or to make any payments. The Trust and City hereby consents to the common
representation of the Indemnitees and Licensee by any competent and adequate legal counsel reasonably selected by
Licensee in defense of the indemnified claims and agree to sign any other written consent reasonably required by legal
counsel in accordance with the rules of professional conduct or any other rules of ethics governing common
representation by legal counsel. If, however, the interest of the respective parties diverges such that the parties may
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not be represented by one counsel, then Licensee shall retain separate counsel on behalf of the Indemnitees. The Trust,
City and Licensee hereby waive any claim of conflict of interest (and shall confirm such waiver to the law firms
selected by Licensee to undertake their common defense) arising from the defense of the indemnified claim in the
manner set forth above.
29.2. Insurance Products. The Parties acknowledge that the production of the Event may present
the possibility of claims alleging governmental action, including, but not limited to, alleged constitutional or First
Amendment violations. The Parties further acknowledge that insurance products intended to respond to such claims
are not generally commercially available to Licensee as a private party absent the participation of a governmental
entity, and/or may require the City or Trust's participation in order to be placed on terms not otherwise available to a
non -governmental insured. Without conceding responsibility for any such claims, and solely as a potential risk -
management mechanism, Licensee may, at its option but not obligation, elect to pursue procurement of such
coverage. If Licensee elects to pursue such coverage, the City and/or the Trust shall reasonably cooperate in good
faith with Licensee and the applicable insurer(s) to facilitate placement of such coverage, including providing
reasonably requested information and taking such actions as may be necessary to enable Licensee to be named as an
insured or additional insured, as applicable, and to permit such coverage to respond to claims asserted against Licensee
in connection with the Event. Any premiums and associated costs for such coverage shall be treated as a pass -through
cost to the extent agreed by the Parties, and the City and the Trust shall apply any governmental discounts, credits,
rebates, or other pricing advantages available to the City in connection with such placement. Nothing herein shall
obligate Licensee to procure such coverage, nor shall the procurement or availability of such insurance expand or
decrease Licensee's indemnification obligations beyond those otherwise set forth in this Agreement.
30. Risk of Loss. Except as set forth in the following sentence, the Indemnitees as described above,
assume no responsibility whatsoever for any person or property that enters the Property as a result of, or in connection
with, the Event. In consideration of the execution of this Agreement by the City, Licensee releases the Indemnitees
from any and all liability for any loss, injury, death, theft, damage or destruction to any persons or property to include,
without limitation, those described above in Section 29 Indemnification, which may occur in or about the Property
and which loss, injury, theft, damage or destruction to any persons or property arises from Licensee's negligent acts
or omissions. To the extent allowed by Florida Statute 768.28, Licensee does not release the City or Trust for any and
all liability to the extent such liability is determined to be due to the intentional or willful misconduct or gross
negligence of the City.
31. Award of Agreement. Licensee represents and warrants to the Trust that it has not employed or
retained any person or company employed by the Trust or 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 the award of this Agreement.
32. Public Records. Licensee understands that the public shall have access, at all reasonable times, to
all documents and information pertaining to Trust accounts, subject to the provisions of Chapter 119, Florida Statutes,
and agrees to allow access by the Trust and the public to all documents subject to disclosure under applicable laws.
Licensee's failure or refusal to comply with the provisions of this Section as determined by a court of competent
jurisdiction shall be deemed a failure of performance under this Agreement entitling the City and/or Trust to the rights
available under Paragraph 12.2 of this Agreement, provided, however that the foregoing shall apply solely to disputes,
breaches or failures of performance relating to compliance applicable to Chapter 119, Florida Statutes. The Parties
acknowledge and agree that nothing in this Section is intended to narrow or limit any cure rights otherwise available
under this Agreement (including in Section 12 of this Agreement with respect to any non—public records -related
default or failure of performance).
IF LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE LICENSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE DIRECTOR, CUSTODIAN OF PUBLIC RECORDS, AT (305) 358-7550,
OR REGULAR MAIL AT 301 N. BISCAYNE BOULEVARD, MIAMI, FL 33132. LICENSEE MAY ALSO
CONTACT THE RECORDS CUSTODIAN AT THE TRUST WHO IS ADMINISTERING THIS
AGREEMENT.
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33. Non -Discrimination. Licensee shall not discriminate against any persons on account of race, color,
sex, sexual orientation, gender, religion, creed, ancestry, national origin, age, disability, or marital status in the use of
the Property.
34. Authorized Personnel. The Trust shall have authorized representatives with decision making
authority, reasonably available at all reasonable times throughout the Use Period for consultation with Licensee, as
requested. Said Trust representative shall be granted oversight access to all areas of the Property throughout the entire
Use Period subject to public safety and security concerns.
35. Authority To Execute Agreement. Each party represents to the other that it has the power to enter
into this Agreement and that the consent of no other person or entity is required in connection therewith, except as
otherwise provided, and this Agreement constitutes a valid and binding obligation of each party in accordance with
the terms hereof. This Agreement is subject to the separate review and approval of the City Commission as an express
condition precedent to its validity.
36. Relationship of Parties. This Agreement shall not be deemed or construed to create any landlord
tenant relationship, leasehold estate, rights of exclusive occupancy and possession of the Property during the Use
Period, or agency relationship, partnership, or joint venture between the Trust and Licensee. The Trust is not a
guarantor of any debt, default or miscarriage of the Licensee. The Trust and City enter into this Agreement with
Licensee to provide Licensee with a limited use of the Property for the Event. Any approvals herein shall not be
considered approvals or waivers of any applicable laws, or otherwise relieve Licensee of any obligation it may have
at law to submit applications with any department of the City or any other governmental authority having jurisdiction.
37. Notices. Notices required under this Agreement shall be deemed to be given when hand -delivered
(with receipt therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested.
As To Licensee:
Attn: General Counsel
EVENT ENTERTAINMENT GROUP, INC.
201 S. Biscayne Blvd., #800
Miami, Florida 33131
As to the Trust:
Attn: Executive Director
BAYFRONT PARK
MANAGEMENT TRUST
301 Biscayne Boulevard
Miami, Florida 33132
With A Copy To:
City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130
and
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
38. Governing Law/Venue; Attorneys Fees; Waiver of Jury Trial. This Agreement shall be construed
according to the laws of the State of Florida and venue for any and all claims or controversies that may arise as a result
of this Agreement shall be heard in a court of competent jurisdiction in Miami -Dade County, Florida. In any action,
suit, arbitration, or other proceeding arising out of or relating to this Agreement, each Party shall bear their own
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attorneys' fees and costs. The Parties irrevocably waive any rights to a jury trial.
39. Conflict of Interest Licensee 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, 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.
40. Force Majeure. Neither Party shall be liable to the other, nor deemed in default under this
Agreement, for any failure or delay in the performance of its obligations (other than obligations that have accrued
prior to the occurrence of the Force Majeure event) to the extent such failure or delay is caused by or results from a
Force Majeure event. For purposes of this Agreement, a "Force Majeure" event means any event, circumstance, or
condition beyond the reasonable control of the affected Party that renders performance illegal, impossible, or
commercially impracticable, including, without limitation, acts of God; fire; flood; hurricane; severe weather;
epidemic or pandemic; war; act or threat of terrorism; civil unrest; labor disputes (other than disputes involving the
employees of the affected Party); governmental orders, regulations, or restrictions; national or local emergency; failure
of public utilities not caused by the affected Party; curtailment of transportation services; or damage to, destruction
of, or inaccessibility of all or any material portion of the Property that prevents the Event from being produced as
contemplated herein. The Party claiming Force Majeure shall provide prompt written notice to the other Party
describing the nature of the event and its anticipated impact on performance and shall use commercially reasonable
efforts to mitigate the effects thereof. Performance shall be suspended only for the period during which the Force
Majeure event prevents performance. If a Force Majeure event materially prevents the production of a Scheduled
Event, the Parties shall confer in good faith regarding rescheduling or other reasonable accommodations consistent
with the terms and conditions of this Agreement.
41. Assignment. The Trust has relied on the extensive and unique reputation and experience of Licensee
in granting this License. Licensee shall not sell, grant, confer, or assign this License or any part thereof to any other
party, person, or entity. The License granted by this License is personal to the Licensee. Any attempted assignment
of this License contrary to the foregoing provision, whether voluntary or involuntary, shall be void and shall confer
no right upon such assignee, shall constitute a default under this License, and shall result in an automatic revocation
of the License and the forfeiture of the rights of Licensee hereunder following notification to Licensee.
42. Severability. It is the express intent of the Parties that this Agreement constitutes a license and not
a lease. To further this intent, the Parties agree as follows: (i) if any provision of this Agreement, or the application
thereof to any circumstance, suggest that a lease, rather than a license, has been created, then such provision shall be
interpreted in the light most favorable to the creation of a license and (ii) if any provision of this Agreement, or the
application thereof to any circumstance, is determined by a court of competent jurisdiction to have created a lease
rather than a license, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions
of this Agreement shall not be affected thereby and shall continue to operate and remain in full force and effect. With
regard to those provisions which do not affect the Parties intent for this Agreement to serve as a license, should any
provision, section, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of
competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the
City of Miami, such provision, section, paragraph, sentence, word or phrase shall be deemed modified to the minimum
extent necessary to accomplish the intent of this Agreement to the maximum extent allowable without violating any
applicable laws; or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms
and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use.
43. Waiver. Failure by either party to enforce any of the provisions of this Agreement or any rights with
respect hereto, or to exercise any election provided for herein, shall in no way be considered a waiver of such
provisions, rights, or elections, or in any way affect the validity of the applicable provision or Agreement nor shall
such failure to enforce prejudice either party from later enforcing or exercising the same or any other provisions, rights
or elections under this Agreement. No waiver shall be effective unless made in writing and signed by the Party
against whom the waiver is sought to be enforced_
44. Merger. This Agreement sets forth the entire agreement regarding the Event respecting the substance
of this Agreement and supersedes all prior negotiations, understanding and agreements between or among the parties
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regarding the subject matter hereof; provided, however, that it is the express intention of the Parties that the 2022
Agreement shall survive and remain enforceable in accordance with the terms set forth in Paragraph 3.1.2. In the event
of any conflict between this Paragraph and Paragraph 3.1.2 regarding the continued existence, effect, or survival of
the 2022 Agreement and any obligations arising thereunder, Paragraph 3.1.2 shall control_
45. Amendments. No alterations, amendments or modifications hereof shall be valid unless executed
by an instrument in writing by the Parties with the same formality as this License. Neither this License, nor any term
hereof, can be changed, modified, or abandoned, in whole or in part, except by an instrument in writing, and no prior
or subsequent oral agreement shall have any validity whatsoever. Notwithstanding any language to the contrary, the
Director is authorized to administratively execute non -substantive or operational amendments, not involving material
terms, to this License without the necessity of further action by the City Commission.
46. Trust Access. The Trust and its authorized representative(s) shall at all times have access to the
Property. The Trust will maintain a complete set of keys to the Property. Licensee, at its sole cost and expense, may
duplicate or change key locks to the Property but not until first receiving written approval from the Director for such
work. In the event Licensee changes key locks as approved by the Director, Licensee, at its sole cost and expense,
must also provide to the Trust a copy or copies of said keys, if more than one copy is required. The Trust shall have
access to and entry into the Property at any time to: (a) inspect the Property; (b) to perform any obligations of Licensee
hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured
such matter within ten (10) days of such notice, and without the Trust waiving any legal rights or remedies; (c) to
assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances,
rules and regulations; (d) to show the Property to prospective purchasers, tenants or others; and (e) for other purposes
as may be deemed necessary by the Director or his/her authorized designee in the furtherance of the Trust's corporate
purpose. The Trust shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the
Trust of the right of entry described herein for the purposes listed above. The making of periodic inspections or the
failure to do so shall not operate to impose upon the Trust any liability of any kind whatsoever nor relieve the Licensee
of any responsibility, obligations or liability assumed under this Agreement.
47. Anti -Human Trafficking. The Licensee confirms and certifies that it is not in violation of Section
787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section
787.06, Florida Statutes. The Licensee shall execute and submit to the Trust an Affidavit, of even date herewith, in
compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as EXHIBIT G.
48. Independent Inspector General; Access To Documents. The City of Miami has established the
Office of the Independent Inspector General ("IIG"), to provide the City Commission with independent authority to
review past, present and proposed City programs, accounts, records, contracts and transactions. Pursuant to Section
38-111(b) of the Code of the City of Miami, the City of Miami and the Trust shall have the right to audit any books,
accounts, expenditures, receivables, and contracts of the Trust, and such Audit may be performed by the IIG. The IIG
shall have the power to audit, and to make copies of or extracts from all financial and related records (in whatever
form they may be kept, whether written, electronic, or other) relating to or pertaining to this Agreement, but, with
respect to Licensee's records, only to the extent necessary to ensure compliance with the terms expressly set forth in
this Agreement. The IIG shall only have access to Licensee's records to the minimum extent required to ensure such
compliance, and such records shall not include Licensee's internal financial and accounting records unrelated to the
Event and this Agreement. Any information deemed to be confidential, proprietary, or a trade secret under Florida
law, but integral to completing audit procedures, will be timely provided but will be excluded from the audit work
papers.
Any information deemed to be confidential, proprietary, or a trade secret under Florida law, but integral to completing
audit procedures, will be timely made available for review but will be excluded from the audit work papers. Licensee
shall, at all times during the term of this Agreement and for a period of five (5) years after the termination of this
Agreement, maintain such records, together with such supporting or underlying documents and materials available in
a location within Miami -Dade County, Florida as may be requested by the City or Trust. Nothing in this Section shall
impair any independent right of the City of Miami or Trust, pursuant to applicable laws and regulations, to conduct
audits or investigate its activities. The provisions of this Section are neither intended nor shall they be construed to
impose any liability on the City of Miami or Trust by the Licensee or third parties. Furthermore, nothing in this Section
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shall be construed to limit the powers of the IIG.
Notwithstanding anything to the contrary in this Agreement, in no event shall Licensee be required to retain books,
records, or supporting documentation relating to the Event for a period exceeding seven (7) years following the
conclusion of the applicable Event Year, except to the extent a longer period is required by applicable law.
48.1. Supporting Documentation; Review Rights. In addition to the foregoing, with respect to
Municipal Service Charges, Extraordinary Expenses, remediation, or restoration costs, reimbursements, and any other
amounts the City and/or Trust seeks to charge, assess, invoice, or obtain reimbursement for in connection with the
Event (including amounts advanced by the City and/or Trust on Licensee's behalf), Licensee shall be entitled to
reasonable supporting documentation substantiating the nature, necessity, and calculation of such amounts.
Licensee shall have the right, upon reasonable written notice and during normal business hours, to review and examine
such books, records, invoices, contracts, time records, and other supporting materials as are reasonably necessary to
verify the mathematical accuracy and proper allocation of such charges. The City and/or Trust shall maintain records
supporting such charges for a period of not less than five (5) years following the conclusion of the applicable Event
Year.
48.2. Limitation. Nothing contained in this Section is intended to limit, restrict, evade, or
otherwise modify the requirements of Chapter 119, Florida Statutes, or any other applicable public records laws, and
Licensee shall comply with all applicable public records obligations as required by law. The intent of the review rights
set forth herein is narrowly limited to verification of amounts payable under this Agreement in connection with the
Event and shall not be construed to authorize or require disclosure of trade secrets, proprietary business information,
confidential commercial data, attorney -client privileged communications, work product, or personally identifiable
information, except to the limited extent strictly necessary to verify such amounts. Such review shall correspondingly
be limited to documentation reasonably necessary to verify the mathematical calculation and proper allocation of
amounts payable under this Agreement.
48.3. Intended Scope. With respect to ticketing -related revenues, the Parties acknowledge that
the scope of review contemplated under this Agreement relates solely to attendance figures and the calculation of any
applicable ticketing surcharge payable to the City. Such review shall be limited to documentation reasonably necessary
to verify (i) the number of tickets sold and/or issued and (ii) the applicable ticket price points or ticketing products
relevant to calculating the surcharge. Under no circumstances shall Licensee be required to disclose attendee names,
contact information, payment information, purchasing history, or other personally identifiable information not directly
necessary to confirm the calculation of the surcharge.
49. Benefit of the Parties. The Licensee's rights and obligations pursuant to this Agreement shall be
binding upon and inure to the respective successors and assigns of the Parties hereto.
50. Entire Agreement. The Agreement constitutes the sole and entire agreement between the Parties
hereto relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the
other as of the Effective Date. Except to the extent otherwise set forth in Paragraph 3.1.2 of this Agreement, any prior
agreements, promises, negotiations, or representations not expressly set forth in the Agreement, including the Exhibits
hereto, are of no force and effect.
51. Counterparts; Electronic Signatures. This Agreement may be executed in any number of
counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an
original,but all of which shall constitute one and the same instrument. An executed facsimile or electronic
scanned copy of this Agreement shall have the same force and effect as an original. The Parties shall be
entitled to sign and transmit an electronic signature on 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.
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IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate official
executed this Agreement, this the day and year first written.
ATTEST:
"CITY"
Bayfront Park Management Trust, A limited agency and
instrumentality of the City of Miami
Executive Assistant Raul Miro Jr., Executive Director
Approved as to Legal Form Approved as to Insurance
And Correctness by: Requirements by:
George K. Wysong III David Ruiz
City Attorney Interim Director of Risk Management
[Remainder of page intentionally left blank.]
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"LICENSEE"
ATTEST: EVENT ENTERTAINMENT GROUP, INC.
Witness, sign above & print name below Ray Martinez
Chief Administrative Officer
Witness, sign above & print name below
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EXHIBIT A-1
PROPERTY — BAYFRONT PARK
301 Biscayne Boulevard, Miami, FL 33132
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EXHIBIT A-2
AREAS (IN PURPLE) OF TOTAL CLOSURE FOR 11 DAYS
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EXHIBIT A-3
TRUST EMPLOYEE PARKING
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EXHIBIT B-1
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -EVENT ENTERTAINMENT
GROUP. INC.
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $2,000,000
Personal and Advertising Injury $1,000,000
Damage to Rented Premises $1,000,000
B. Endorsements Required
City of Miami, Bayfront Park Management Trust, and each of the respective instrumentalities,
Members, Partners, Affiliates, each of their respective Officers, Directors, Shareholders, Employees,
Volunteers, Agents and Representatives and the Army Corp of Engineers listed as an additional insured
Contingent and Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
Explosion, Collapse and Underground Hazards
Terrorism Coverage Included
Liquor Liability Included
Waiver of Subrogation
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto, Owned Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident
B. Endorsements Required
$ 1,000,000
City of Miami, Bayfront Park Management Trust, and each of the respective instrumentalities,
Members, Partners, Affiliates, each of their respective Officers, Directors, Shareholders, Employees,
Volunteers, Agents and Representatives and the Army Corp of Engineers listed as an additional insured
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III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
V. Umbrella Policy/Excess Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 10,000,000
Aggregate $ 10,000,000
City of Miami, Bayfront Park Management Trust, and each of the respective instrumentalities,
Members, Partners, Affiliates, each of their respective Officers, Directors, Shareholders, Employees,
Volunteers, Agents and Representatives and the Army Corp of Engineers listed as an additional insured
Coverage is excess over all applicable liability policies contained herein including terrorism and liquor
liability.
The above policies shall provide the Bayfront Park Management Trust and City of Miami with written notice of
cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material
change, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance
policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength,
by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management
prior to insurance approval.
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EXHIBIT B-2
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -EVENT ENTERTAINMENT
GROUP, INC.
(CATERING COMPANY)
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $2,000,000
Personal and Advertising Injury $1,000,000
Damage to Rented Premises $50,000
B. Endorsements Required
City of Miami, Bayfront Park Management Trust, and each of the respective instrumentalities,
Members, Partners, Affiliates, each of their respective Officers, Directors, Shareholders, Employees,
Volunteers, Agents and Representatives and the Army Corp of Engineers listed as an additional insured
Contingent and Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
Explosion, Collapse and Underground Hazards
Terrorism Coverage Included
Waiver of Subrogation
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability Combined Single Limit
Any Auto, Owned Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami, Bayfront Park Management Trust, and each of the respective instrumentalities,
Members, Partners, Affiliates, each of their respective Officers, Directors, Shareholders, Employees,
Volunteers, Agents and Representatives and the Army Corp of Engineers listed as an additional insured
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III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Policy/Excess Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $10,000,000
Aggregate $10,000,000
City of Miami, Bayfront Park Management Trust, and each of the respective instrumentalities, Members,
Partners, Affiliates, each of their respective Officers, Directors, Shareholders, Employees, Volunteers,
Agents and Representatives and the Army Corp of Engineers listed as an additional insured
Coverage is excess over all applicable liability policies contained herein including liquor liability.
V. Liquor Liability
Limits of Liability
Each Occurrence $1,000,000
Aggregate $1,000,000
City of Miami, Bayfront Park Management Trust, and each of the respective instrumentalities, Members,
Partners, Affiliates, each of their respective Officers, Directors, Shareholders, Employees, Volunteers,
Agents and Representatives and the Army Corp of Engineers listed as an additional insured
The above policies shall provide the Bayfront Park Management Trust and the City of Miami with written notice of
cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material
change, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance
policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength,
by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management
prior to insurance approval.
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EXHIBIT C
ADDITIONAL CHARGES (TO THE EXTENT APPLICABLE)
1. City of Miami Police personnel
2. City of Miami Fire Rescue personnel
3. Light Pole, Benches, Bike Racks Removal/Reinstall
4. Chain Link Fence Removal
5. Solid Waste Downtown
6. Solid Waste Trash Hauling
7. Taxes
8. Trash Bags
9. Drums/oil containers and/or disposal fees
10. Any relocation costs for vessels located at the Trust's docks (not to exceed three thousand dollars
($3,000.00)) without consultation and approval of the Licensee; provided however, that the foregoing cap
shall not apply if the period in which the Trust's docks are inaccessible to vessels, as a result the Event,
exceeds seven (7) days).
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EXHIBIT D
[FOUNTAIN AND RELATED INFRASTRUCTURE]
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EXHIBIT E
DOCK FACILITIES]
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EXHIBIT F
IFPL SOLAR AMPHITHEATER]
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EXHIBIT G
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.
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes, titled "Human
Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06,
Florida Statutes.
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:
Name: Title:
Signature:
Office Address:
Email Address: Main Phone Number:
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