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Home My WebLink About26305AGREEMENT INFORMATION AGREEMENT NUMBER 26305 NAME/TYPE OF AGREEMENT OMNI CRA & MV FILMS LLC DESCRIPTION REVOCABLE LICENSE AGREEMENT/50 NW 14TH STREET, MIAMI, FL 33136/FILE ID: 19338/CRA-R-26-0023/MATTER ID: 26-2518 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 10/5/2026 DATE RECEIVED FROM ISSUING DEPT. 10/5/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made and entered into by and between the Omni Community Redevelopment Agency of the City of Miami, a public agency and body corporate created pursuant to Chapter 163, Part III, Florida Statutes ("CRA") and the Licensee, as such term is defined in the attached and incorporated Exhibit A of this Agreement (CRA and Licensee collectively referred to herein as the "Parties"). RECITALS WHEREAS, the CRA owns and operates a public facility located at 50 Northwest 14th Street, Miami, Florida 33136 (the "Property"); and WHEREAS, on May 28, 2026, the Board of Commissioners of the CRA passed and adopted Resolution No. CRA-R-26-0023, authorizing the Executive Director to activate unused spaces within the Property for short-term community, cultural, commercial, entrepreneurial, artistic, educational, and other public -facing temporary uses and activations, including but not limited to, entering into revocable license agreements for the temporary use of space within the Property; and WHEREAS, Licensee has expressed interest in utilizing certain space located within the Property and identified in the attached Exhibit B ("Use Area"); and WHEREAS, the Parties desire and intend to enter into this Agreement for Licensee's use of the Use Area subject to the requirements specified herein; and NOW THEREFORE, in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows: 1. Incorporation of Recitals and Exhibits. The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: EXHIBIT A — SUPPLEMENTAL LICENSE TERMS EXHIBIT B — DESCRIPTION OF USE AREA EXHIBIT C — INSURANCE REQUIREMENTS EXHIBIT D — CORPORATE RESOLUTION EXHIBIT E — ANTI -HUMAN TRAFFICKING AFFIDAVIT In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement. 2. Purpose. The Licensee wishes to use the Use Area for the permitted uses identified in Exhibit A ("Permitted Uses"). The CRA is willing to temporarily authorize the Licensee to occupy and use the Use Area for the Permitted Uses, under the terms and conditions hereinafter set forth, and for no other purpose whatsoever. Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 3. Occupancy and Use Period. The Effective Date, Commencement Date, Initial Term, and any Renewal Term(s) are set forth in Exhibit A. This Agreement shall become effective on the Effective Date. Licensee's right to access and use the Use Area shall commence on the Effective Date, subject to compliance with all applicable conditions precedent, and shall continue until the earliest to occur of: (i) expiration of the Initial Term or, if properly approved pursuant to this Agreement, any Renewal Term; or (ii) termination or revocation of this Agreement in accordance with its terms. As a condition to exercise any Renewal Term, Licensee must submit a written request for renewal to the CRA's Executive Director not less than forty-five (45) days before the expiration of the then -current Term. Any renewal shall be subject to the prior written approval of the CRA's Executive Director, in his or her sole discretion. Upon approval, the applicable Renewal Term shall be deemed part of the Term for all purposes under this Agreement. 4. Interest Conferred by this Agreement. The CRA hereby authorizes the Licensee to access and occupy the Use Area solely for the limited purpose of the Permitted Uses and no other purpose. Notwithstanding any language contained in this Agreement to the contrary, the Parties hereby agree that the provisions of this Agreement do not constitute a lease or other property interest and the rights of Licensee hereunder are not those of a tenant, easement holder, or other property interest -holder but are a mere personal privilege to do certain acts of a temporary character and to otherwise access and use the Use Area subject to the terms of this Agreement, which privilege is revocable at will by the CRA in its sole discretion without liability therefor. No leasehold, easement, or other property interest in the Use Area or any portion of the Property is conferred upon Licensee under the provisions hereof and Licensee does not and shall not claim at any time any leasehold estate, easement, or other property interest or irrevocable license in any portion of the Property by virtue of this Agreement or its use thereunder, irrespective of any expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or alterations, even if authorized by the CRA. The permission granted by this Agreement to allow Licensee to utilize the Use Area for the limited purposes set forth herein is not assignable, mortgageable, or otherwise alienable by Licensee. Without limitation of the foregoing, Licensee understands and agrees that the CRA does not confer any exclusive possessory interest to Licensee under the provisions of this Agreement. The CRA retains dominion, possession, and control of the Property, including the Use Area. Licensee may not exclude the CRA, its officials, employees, agents, or representatives from the Use Area or any other portion of the Property. 5. Use Fee. In consideration of this Agreement, the Licensee agrees to pay the fee below for a given month. 5.1 Monthly Use Fee. In consideration of this Agreement, commencing on the Effective Date, Licensee agrees to pay a monthly use fee to the CRA in the amount set forth in Exhibit A, plus State Use Tax, if applicable, for each month or any portion thereof that Licensee uses or occupies the Use Area ("Monthly Use Fee"), which Monthly Use Fee shall be payable in advance and in full on the first day of each month, without notice, demand, offset, abatement, or deduction. Licensee shall have no right to enter, access, or occupy any portion of the Use Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 Area until the first Monthly Use Fee has been paid to the CRA for such Use Area or portion thereof as required herein. Partial months are prorated on a 30-day basis for the first and last month of the Use Period. To the extent the Use Area consists of various portions of the Property with varying applicable Monthly Use Fees, the proration shall apply separately as to each component. Other than proration, no other reduction, credit, abatement, or refund is available, including for non-use, partial use, early surrender, schedule change, delay, or revocation by Licensee. Commencing one (1) year after the Effective Date, and annually thereafter during the Term, the Monthly Use Fee shall increase by a percentage equal to the amount specified in Exhibit A ("Annual Increase"). 5.2 Manner of Payment. (i) Commencing on the Effective Date, and on the first day of each following month, the Licensee shall pay to the CRA the Monthly Use Fee as indicated above. (ii) All payments hereunder shall be made payable to the "Omni Community Redevelopment Agency" and shall be delivered to the following address: Attn: Executive Director OMNI COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI 50 NW 14 Street Miami, FL 33136 6. Late Fees. In the event the CRA does not receive any installment of the Monthly Use Fee within five (5) days of the date in which it is due, Licensee shall pay to the CRA a late charge in an amount equal to the lesser of five percent (5%) of the Monthly Use Fee per month or the greatest amount permissible under Applicable Laws. Such late fees shall constitute additional fees due and payable to the CRA by Licensee upon the date of payment of the delinquent payment referenced above. Acceptance of such late charge shall not constitute a waiver of Licensee's violations with respect to such overdue amount, nor shall it prevent the CRA from pursuing any remedy which the CRA may be otherwise be entitled. 7. Returned Check Fee In the event any check is returned to the CRA as uncollectible, the Licensee shall pay the CRA a returned check fee ("Returned Check Fee") based on the following schedule: Returned Amount Returned Check Fee $00.01 - $50.00 $20.00 $50.01 - $300.00 $30.00 $300.01 - $800.00 $40.00 Over $800 5% of the returned amount The Returned Check Fee shall constitute additional fees due and payable to CRA by Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fee by CRA shall, in no event, constitute a waiver of Licensee's violations with Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 respect to such overdue amount nor prevent CRA from the pursuit of any remedy to which CRA may otherwise be entitled. 8. Guarantee Deposit. Due on the Effective Date of this Agreement, and as a condition to its effectiveness, Licensee shall pay to the CRA a deposit in the amount set forth in Exhibit A ("Guarantee Deposit") to be held by the CRA throughout the Term of this Agreement. The Guarantee Deposit shall secure the Licensee' s performance under this Agreement and full payments of the fees and charges due hereunder, including, but not limited to the Use Fee(s), maintenance, repairs, restoration, or other applicable charges, or to defray the expenses incurred by the CRA as a consequence of Licensees use or non-use of the Use Area. The CRA shall return the Guarantee Deposit, or any unexpended portion thereof, to Licensee upon the full satisfaction of Licensee' s obligations herein. The CRA may deduct the cost of any repairs necessary to restore the Use Area to its preexisting condition, repairs or replacements of any damaged equipment or materials, any costs or expenses the CRA incurs as a result of Licensee's failure to perform any of its obligations herein, or outstanding fees or charges due to the CRA from the Guarantee Deposit. In the event the amount necessary for repairs or replacements or to satisfy payments due or perform any of Licensee's obligations herein exceeds the Guarantee Deposit, then Licensee agrees to pay the excess balance to the CRA within five (5) business days of the CRA's request for payment. Should the CRA use any amount of the Guarantee Deposit, Licensee shall reimburse the amount used to ensure the Guarantee Deposit remains at the amount indicated above within five (5) business days of the CRA's request for payment. The use of the Guarantee Deposit or any portion thereof by the CRA shall not prevent the CRA from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which CRA may be otherwise entitled. 9. Services and Utilities. 9.1 Licensee's Responsibilities. Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is not limited to, telephone, television, cable, telecommunications, internet, garbage and sewage disposal used by Licensee during its use of the Use Area, as well as all costs for installation of any lines and equipment necessary. Licensee, at its sole cost, shall install, as applicable, all utilities required for its use, and arrange for direct utility billing from all applicable utility companies for such services, provided any such installation shall be subject to the CRA's Executive Director's prior written approval at his sole discretion. Licensee, at its sole cost and expense, shall keep and maintain the Use Area in a neat, clean, safe, sanitary, and orderly condition at all times. Licensee shall provide all routine cleaning and janitorial services for the Use Area and shall retain pest, vermin, and termite control services as reasonably necessary to keep the Use Area free of insects, rodents, termites, and other pests. Licensee shall promptly remove all trash, garbage, and other waste generated by its use of the Use Area and shall comply with all applicable laws, ordinances, regulations, and health and safety requirements relating to the condition, occupancy, and use of the Use Area. Licensee shall not permit any nuisance or condition to exist in the Use Area that could damage the Use Area or adjacent property, interfere with the use and enjoyment of surrounding premises, or create a health, safety, or environmental hazard. Licensee shall promptly report to Licensor any condition requiring Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 structural repair or repair of building systems not maintained by Licensee and shall be responsible for any damage to the Use Area caused by the acts, omissions, negligence, or misconduct of Licensee or its employees, contractors, agents, invitees, or guests. Licensee agrees to provide any and all security it deems necessary to protect its operations and equipment. Licensee shall ensure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operations within the Use Area each day. Licensee shall be responsible to take prudent preventive maintenance measures to safeguard the Use Area and any of its personal property from storms and other "Acts of God." The CRA is not a guarantor or in any manner responsible for execution or payment of Licensee's responsibilities as they are set forth in this Agreement. 9.2 CRA's Responsibility. CRA shall, at its sole cost and expense, furnish and maintain air conditioning, exterior landscaping, and provide a dumpster for regular office debris. Licensee must abide by the rules, regulations, schedules, and practices of the CRA in the administration of these services. The CRA reserves the right to interrupt, curtail or suspend the provision of any utility service provided by it, including but not limited to, heating, ventilating and air conditioning systems and equipment serving the Use Area or the Property, when necessary by reason of accident or emergency, or for repairs, alterations or improvements in the judgment of CRA desirable or necessary to be made or due to any cause beyond the reasonable control of the CRA. The work of such repairs, alterations or improvements shall be prosecuted with reasonable diligence. The CRA shall in no respect be liable for any failure of the utility companies or governmental authorities to supply utility service to Licensee or for any limitation of supply resulting from governmental orders or .directives, Licensee shall not claim any damages by reason of the CRA's or other individual's interruption, curtailment or suspension of a utility service, nor shall the Agreement or any of Licensee's obligations hereunder be affected or reduced thereby. In no event shall the CRA have any obligation to provide, secure, or make available parking of any kind to the Licensee or its officers, employees, agents, invitees, or guests, and the Licensee acknowledges that no parking rights are granted under this Agreement. 10. Common Use Areas. Licensee shall have the nonexclusive right (in common with other occupants of the Property) to use the common Use Areas of the Property solely for the purposes of accessing the Use Area, subject to such rules and regulations as CRA may establish from time to time. 11. Reporting Requirements. Within five (5) days after written request, Licensee shall furnish to the CRA's Executive Director such reports, certifications, records, logs, and documentation as the CRA may reasonably request to verify Licensee's compliance with this Agreement, its Exhibits, and Applicable Laws. Each submission shall be certified as true and correct by an authorized representative of Licensee. Notwithstanding the foregoing, Licensee shall notify the CRA of any injury, fire, spill, release, or damage to the Property or to persons within the Use Area within twenty-four (24) hours of occurrence and shall deliver a written report within three (3) business days. This Section shall survive expiration, revocation, or termination of this Agreement. Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 12. Condition of the Use Area and Maintenance. Licensee accepts the Use Area "AS IS WHERE IS", in its present condition and state of repair and without any express or implied representation, warranty, or affirmation by or on behalf of CRA, and agrees that CRA shall, under no circumstances, be liable for any latent, patent, or other defects in the Use Area. Licensee, at its sole cost, shall maintain the Use Area in its current or better condition, subject to reasonable wear and tear, ordinary wear and tear excepted, at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all interior and exterior non-structural repairs to the Use Area required or caused by Licensee's use thereof. Licensee agrees to make all changes necessary to the Use Area at Licensee's sole cost and expense, and subject to CRA's Executive Director approval, in order to comply with all Applicable Laws for Licensee's occupancy thereof. Licensee shall, at all times, be responsible for the condition of the Use Area and shall perform repairs required in a timely manner so as to prevent injury to person and waste to the Property. 13. Alterations, Additions or Replacements. Except in the event of an emergency, Licensee shall not make any repair, addition, or replacement ("Alterations") the cost or value of which is in excess of One Thousand Dollars ($1,000.00) without first submitting plans and specifications to and receiving the prior written approval of the CRA's Executive Director or his/her designee, which approval may be conditioned, denied, or withheld for any or no reason. In the event of an emergency involving an imminent threat to life safety or property, Licensee shall reasonably proceed to perform such repair work and shall immediately notify the CRA of such work. All Alterations shall be completed by Licensee in compliance with all Applicable Laws, performed by Florida -licensed contractors carrying the coverages required by the CRA's Risk Administrator, and designed and certified by a Florida -licensed engineer. Licensee shall be solely responsible for obtaining all permits and regulatory approvals, including building permits, and shall deliver copies to the CRA before work begins. Licensee shall be responsible for all costs associated with any Alteration, including design, construction, installation, and permitting costs, and for all damage to the Property arising from the work, including damage to the slab, subgrade, waterproofing, structure, and building systems. Licensee shall not block or impair any exit, egress path, accessible route, fire lane, standpipe, or fire protection device, and shall pay for any fire watch or standby service required by any regulatory agency or the CRA. All Alterations to any portion of the Property, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the CRA and shall remain and be surrendered with the Use Area. Notwithstanding the foregoing, the CRA may, in its sole discretion, require Licensee to remove any Alteration and restore the affected area to its condition prior to such Alteration, at Licensee's sole cost. 14. Violations, Liens and Security Interests. The Licensee shall not suffer or permit any statutory, laborers, material person, or construction liens to be filed against the Property, nor against any alteration by any reason, including but not limited to, by reason of work, labor, services, tax liabilities or materials supplied to the Licensee or anyone having a right to possession of the Property. Nothing in this Agreement Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 shall be construed as constituting the consent or request of the CRA, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or material person for the performance of any labor or the furnishing of any materials for any specific alteration, or repair of or to the Property nor as giving the Licensee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any construction liens against the Property. If any construction, tax or other lien shall at any time be filed against the Property, the Licensee shall cause it to be discharged of record within fifteen (15) days after the date the Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a construction or other lien within that period, then in addition to any other right or remedy available to the CRA, the CRA may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu thereof. Additionally, the CRA may compel the prosecution of an action for the foreclosure of the construction lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor (with interest, costs and allowances), with the understanding that all amounts paid by the CRA shall constitute additional payments due and payable under this Agreement and shall be repaid to the CRA by the Licensee immediately upon rendition of any invoice or bill by the CRA. The Licensee further agrees to hold CRA harmless from, and to indemnify the CRA against, any and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of any contractor, subcontractor, material person, laborer or any other third person with whom Licensee has contracted or otherwise is found liable for, in respect to the Property. 15. CRA Access to Use Area. CRA and its authorized representative(s) shall have access to the Use Area at all reasonable times, whether or not during normal business hours. CRA will maintain a complete set of keys to the Use Area, if applicable. Licensee, at its sole cost and expense, may duplicate or change key locks to the Use Area but not until first receiving written approval from the CRA's Executive Director or designee for such work. In the event Licensee changes key locks as approved by the CRA's Executive Director or designee. Licensee, at its sole cost and expense, must also provide to CRA a copy or copies of said keys, if more than one copy is required. The CRA shall have access to and entry into the Use Area at any time to (a) inspect the Use Area, (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, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, codes, rules and regulations, (d) to show the Property, inclusive of the Use Area, to prospective purchasers or tenants, and (e) for any other purposes as may be deemed necessary by the CRAs Executive Director in the furtherance of the CRA's corporate/municipal purposes, provided, however, that the CRA shall make a diligent effort to provide at least 24-hours advance written notice and Licensee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The CRA, its officials, employees and agents, shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the CRA of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon CRA any liability of any kind whatsoever nor relieves the Licensee of any responsibility, obligations or liability assumed under this Agreement. Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 16. Indemnification and Hold Harmless. Licensee shall indemnify, defend and hold harmless the CRA, its officials, employees and agents, the City of Miami, and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non- performance of the obligations contemplated by this Agreement which 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 Licensee or its employees, agents or subcontractors (collectively referred to as "Licensee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission or default or negligence (whether active or passive) of the Indemnitees, or any of them or unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the CRA, its officials and/or employee; or, (ii) the failure of the Licensee to comply with any of the paragraphs herein or the failure of the Licensee to conform to all statutes, laws, codes, ordinances and regulations of the United States of America, State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Property or over Licensee's use thereof, as they presently exist and as they may be amended hereafter ("Applicable Laws") in connection with the performance of this Agreement. Licensee expressly agrees to indemnify 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 agents or subcontractors, as provided above, for which the Licensee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Licensee further voluntarily and knowingly acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Use Area, Licensee, on behalf of itself, its agents, invitees and employees, does hereby release from any legal liability the CRA, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Use Area. The Licensee affirms that the granting of this Agreement is good, sufficient and independent consideration granted by the CRA for this indemnification and Hold Harmless, which shall survive the termination or expiration of the Agreement. 17. Insurance. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the insurance as set forth in Exhibit "C," attached hereto and made a part hereof Licensee shall name the CRA as additional insured (primary and non- contributory, waiver of subrogation), deliver certificates approved by Risk Management prior to accessing or occupying the Use Area, and maintain coverage continuously; failure to do so is a material default permitting immediate revocation. Licensee shall have no right to enter, access, or occupy any portion of the Use Area until it has delivered the certificates of insurance and endorsements required herein and the same have been approved by Risk Management. 18. No Liability. In no event shall the CRA be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its officers, agents, employees, invitees or patrons occurring in or about the Use Area that may be stolen, destroyed, Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Use Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Use Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Use Area or upon other portions of the Use Area or from other sources. Without limitation of Section 16 hereof, Licensee releases the CRA, its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the CRA, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Use Area, Licensee, on behalf of himself, his agents, invitees, and employees, does hereby release from any legal liability the CRA, its officers, agents, and employees, from any and all claims for injury, death, or property damage resulting from Licensee's use of the Use Area. 19. Safety. Licensee will allow CRA inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by Applicable Laws. By performing these inspections, the CRA, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations, and ordinances. Licensee shall have no recourse against the CRA, its agents, or representatives from the occurrence, nonoccurrence or result of such inspection(s). Prior to occupancy, the Licensee shall contact the CRA's Executive Director to schedule the inspection(s). 20. Taxes and Fees. Licensee shall pay before any fine, penalty, interest or cost is added, or lien imposed, for nonpayment, any and all charges, fees, taxes, impositions, or assessments levied against the Property in connection with Licensee's use thereof (collectively Assessments), including without limitation against personal property of any kind, owned by or placed in, upon or about the Use Area by Licensee, including, but not limited to, ad valorem taxes, fire fees, if any, and parking surcharges. In the event Licensee appeals an Assessment, Licensee shall immediately notify the CRA's Executive Director of its intention to appeal said Assessment and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the CRA's Executive Director, or his/her authorized designee, or other security reasonably satisfactory to the CRA's Executive Director, or his/her authorized designee, in an amount sufficient to pay one hundred percent (100%) of the contested Assessment with all interest on it and costs and expenses, including reasonable attorneys' fees to be incurred in connection with it. 21. Revocation or Termination. (i) Revocation by Request of Either of the Parties Without Cause. Either Party may revoke this Agreement at any time without cause by giving not less than thirty (30) days prior written notice to the non -revoking Party prior to the effective date of the revocation. Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 This is a revocation for convenience clause and neither party shall have any recourse against the other party due to the exercise of such revocation provided; however, that Licensee must pay its fees due to the CRA under this Agreement through the effective date of such revocation. (ii) Revocation by CRA's Executive Director for Cause. If at the reasonable discretion of the CRA's Executive Director, Licensee in any manner violates the restrictions, terms, and conditions of this Agreement, then, and in the event, after ten (10) days written notice given to Licensee by the CRA's Executive Director within which to cease such violation or correct such deficiencies or begin to correct deficiencies that are by their nature not correctable within 10 days, and upon failure of Licensee to do so after such written notice within said ten (10) day period, this Agreement shall be automatically revoked without the need for further action by the CRA. Notwithstanding the foregoing, for any violation involving the payment of money to the CRA, Licensee shall cure such failure by paying the full amount due, together with any interest accrued thereon, within three (3) business days after notice from the CRA; provided Licensee shall have no right to cure more than two (2) such payment violations in any twelve (12) month period, and a subsequent violation shall authorize the CRA to immediately revoke the Agreement. 22. Failure to Vacate. If Licensee remains in the Use Area after expiration or revocation, Licensee shall pay a use fee equal to 200% of the Monthly Use Fee for each month or portion thereof of holdover, which shall not constitute a renewal or waive the CRA's right to immediate re-entry and possession. To the extent the Use Area consists of various portions of the Property with varying dates of use, the foregoing fee shall apply separately as to each component Use Area not surrendered on the date of expiration or revocation applicable to such component. 23. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to CRA and Licensee at the address indicated herein or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: AS TO THE CRA: Carlos I. Suarez Executive Director Omni Community Redevelopment Agency 50 NW 14 St. Miami, FL 33136 csuarezmiamigov.com Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 law@miamigov.com 24. Advertising. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Use Area without having first obtained the approval of the CRA's Executive Director or his/her designee, which approval may be withheld for any or no reason, at his/her sole discretion. Licensee shall, at its sole cost and expense, install, provide, 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 approvals, permits, or other required approvals by whatever name called, from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in Applicable Laws. Any signage existing as of the date of this Agreement is in compliance with the requirements in this section. Upon the revocation or expiration of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Use Area. If any part of the Use Area is in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any damage caused to the Use Area within ten (10) days after receipt of written notice from CRA directing the required repairs, CRA shall cause the Use Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay CRA the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the CRA may, at its sole discretion, erect or place upon the Use Area an appropriate sign, plaque, or historic marker indicating CRA's having issued this Agreement. 25. Hazardous Materials. The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all Applicable Laws, including, without limitation, those relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Use Area or required for the Licensee's use of 11 Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 any Hazardous Materials in or about the Use Area in conformity with all applicable Hazardous Materials Laws .and prudent industry practices regarding management of such Hazardous Materials. Upon revocation or expiration of this Agreement, the Licensee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Use Area by the Licensee or at the Licensee's direction, to be removed from the Use Area and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Licensee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Paragraph shall survive the revocation or expiration of this Agreement. 26. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Licensee may, have an appropriately licensed person test the Use Area for radon. If the radon level exceeds acceptable EPA standards, the CRA may choose to reduce the radon level to an acceptable EPA level, failing which either party may cancel this License. 27. Licenses, Authorizations and Permits. Licensee shall obtain, or cause to be obtained, and maintain in full force and effect throughout the term of this Agreement, at its sole expense, all authorizations and permits required by Applicable Laws that are necessary for Licensee to conduct its activities. Licensee shall be solely responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 28. Compliance with all Applicable Laws. Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all Applicable Laws is a condition of this Agreement, and Licensee shall comply therewith as the same presently exist and as they may be amended hereafter. Without limitation of the foregoing, 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 CRA an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit D. If the Licensee fails to comply with the terms of this Section, the CRA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CRA be liable to Licensee for any additional compensation or for any consequential or incidental damages. 29. Ownership of Improvements. As of the Effective Date and throughout the use period, all buildings and improvements on the Property shall be vested with the CRA. Furthermore, title to all alterations made in or to the Property, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the CRA and shall remain and be surrendered with the Property. 12 Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 30. Surrender of Use Area. In event of expiration, early termination, or revocation of this Agreement, Licensee shall peacefully surrender the Use Area in good condition and repair together with all alterations, fixtures, installation, additions, and improvements which may have been made in or attached on or to the Use Area and Licensee shall promptly remove all its personal property, trade fixtures, and equipment and Licensee shall repair any damage to the Use Area caused thereby. Should Licensee fail to repair such damage to the Use Area within ten (10) days after receipt of written notice from CRA directing the required repairs, CRA may cause the Use Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay CRA the full reasonable cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. Ordinary wear and tear shall be deemed not to include damage or injury caused by moving Licensee's property or trade fixtures into or out of the Licensed Use Area. At CRA's option, CRA may require Licensee to restore the Use Area so that the Use Area shall be as it was on the Effective Date of this Agreement. In the event Licensee fails to remove its personal property, equipment, and fixtures from the Use Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the CRA. The CRA, at its sole discretion and without liability, may remove and/or dispose of same as CRA sees fit, all at Licensee's sole cost and expense. 31. Severability. It is the express intent of the parties that this Agreement constitutes a license and not a lease or other property interest. 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 or other interest, 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 or other property interest 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, 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 Applicable Laws, such provision, section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 32. Invalidity. In the event that any non -material provision of this Agreement shall be held to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 33. No Assignment or Transfer. Licensee cannot assign, sublicense, sell, or transfer its privilege of occupancy and use granted unto it by this Agreement. Any assignment, sublicense, sale or disposition of this 13 Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 Agreement or any interest therein by Licensee shall result in the immediate automatic revocation of this Agreement without notice by the CRA. 34. Public Records. Licensee understands that the public shall have access, at all reasonable times, to CRA contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law. IF LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LICENSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800,VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT 444 S.W. 2nd AVENUE SUITE 945, MIAMI, FL 33130. LICENSEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CRA AT: (305) 679-6868, OMNICRA@MIAMIGOV.COM. 33. Conflict of Interest. Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, as amended, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the CRA. Licensee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the CRA. 35. Americans with Disabilities Act. Licensee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the CRA including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 36. Nondiscrimination. In the performance of this Agreement or any extension thereof, Licensee and/or its authorized agents shall not unlawfully discriminate in connection with its occupancy and use of the Property and improvements thereon, or against any employee or applicant for employment on the basis of any legally protected class. 37. Sovereign Immunity. Nothing contained in this Agreement is intended to act as a waiver of the CRA's sovereign immunity under all Applicable Laws, including without limitation the limitations set forth in Section 768.28, Florida Statutes. Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 38. Litigation; Venue; Attorney(s') Fees. Any dispute or civil action herein shall be resolved in the state and federal courts located in Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. If the parties agree to mediate any such dispute the standards and procedures of set forth in Chapter 44, Florida Statutes, "Mediation Alternatives to Judicial Action", as amended, will apply. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief. In the event it becomes necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees. 39. Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily, and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the CRA and Licensee entering into the subject transaction. 40. Waiver. The waiver by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure on the part of the CRA to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to prevent the CRA from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the CRA and Licensee. 41. Time of Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of said period or the date of performance shall be extended to the next business day thereafter. 42. No Interpretation Against Draftsmen. The Parties agree that no provision of this Agreement shall be construed against any particular party and each party shall be deemed to have drafted this Agreement. This Agreement is the result of negotiations between the Parties and has been typed/printed by one party for the convenience of both Parties, and the Parties covenant that this Agreement shall not be construed in favor of or against either of the Parties. This Agreement may be amended only by written document, properly authorized, executed, and delivered by both parties hereto. For the CRA, appropriate authorization shall be constructed to mean appropriate formal written action by the CRA's Executive Director or the CRA's Executive Director' s designee, or if required by law, the CRA's Board of Directors. This Agreement shall not be constructed in favor of one party or the other. All matters involving this Agreement shall be governed by the laws of the State of Florida. Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 43. Further Acts. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the Parties, the Parties each agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds and assurances as may be necessary to consummate the transactions contemplated hereby. 44. Third Party Beneficiary. This Agreement is solely for the benefit of the Parties hereto and no third party shall be entitled to claim or enforce any rights hereunder. 45. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venture of the other. 46. Headings. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 47. Authority. Each of the Parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. 48. Entire Agreement. The Parties hereto agree that this License set forth the entire agreement between the Parties, and there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this License may be added to, modified, superseded, or otherwise altered, except as may be specifically authorized herein or by written instrument executed by the Parties hereto. 49. Electronic Signatures/Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original signed Agreement upon request. Signature Page Follows Docusign Envelope ID: 4F9C5391-51383-8CA1-83B7-F2E5FF0758F0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: Witness 1: LDocuSigned by: BY F3C0FC1AB41340F... NAME: Jordan Gilbert TITLE: Miami Production Supervisor Witness 2: "—Signed by: BY: l viS f �31FB3E7556D4498... NAME: Chris Bryant TITLE: Miami Production Coordinator ATTEST: BY: Signed by: DocuSigned by: B7S60.B-GF141 •_. Todd B. Hannon Clerk of the Board LICENSEE MV Films LLC a New York Limited Liability Company S:7BY by: Sn' ;u,V' '4 oSUi AUesuE7... Susan Ehrhart Co -Producer OMNI COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, A PUBLIC AGENCY AND BODY CORPORATE CREATED PURSUANT TO SECTION 163.356, FLORIDA STATUTES BY: Signed by: C-1A-1 /V'0695141,4... Carlos I. Suarez Executive Director APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: Signed by: BY: Gt,avoc, L sal 111 — 897�6 tF488... George K. Wysong III City Attorney Matter 26-2518 (JL) REQUIREMENTS: Signed by: LfratAk L tt/7 BY: 273B5c63/8214F7 David Ruiz Interim Director of Risk Management Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 EXHIBIT A SUPPLEMENTAL LICENSE TERMS 1. Licensee Information Legal Entity Name MV Films, LLC State of Formation New York Entity Type Foreign Limited Liability Company Principal Address 100 UNIVERSAL CITY PLAZA, UNIVERSAL CITY, CA 91608 Notice Information MV Films, LLC Attn: Susan Ehrhart, Co -Producer Address: 25 Washington Ave. Suite 4100 Brooklyn, NY 11205 Email: ehrhartprod@gmail.com 2. Permitted Uses Licensee may use the Use Area solely as temporary motion picture production office, soundstage, wardrobe, and production storage space in connection with the feature film presently titled "FREEFALL" (the "Production"), and for no other purpose whatsoever. Without limitation of the foregoing, the following are expressly prohibited absent separate prior written approval of the CRA's Executive Director and all required permits: (i) admission of the general public, ticketed events, or retail sales; (ii) residential or overnight occupancy; (iii) pyrotechnics, open flame, welding or other hot work, atmospheric effects, or special effects; (iv) firearms or prop firearms; (v) drone or aircraft operation; (vi) storage or dispensing of fuel or other Hazardous Materials except as permitted under Section 5(a); (vii) any use of the Property by any third party, including any other production, or affiliate of Licensee; and (viii) any use outside the Use Area described in Exhibit B. 3. Term Effective Date September 17, 2026 Initial Term Commencing on the Effective Date and expiring March 17, 2027, unless sooner revoked or terminated in accordance with the Agreement. Access to each individual space within the Use Area is limited to the Access Period stated in Section 4 for that space, and Licensee shall surrender each space on its stated Surrender Date whether or not the Initial Term has expired as to other spaces. Renewal Term N/A Number of Renewals N/A Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 4. Financial Terms and Use Periods The Monthly Use Fee for any month is the sum of the fees for each Use Area Component specified below, as further detailed in Exhibit B, during such time that Licensee is granted access, as further detailed below: Use Area Component Use Start Date Use End Date Monthly Use Fee Period Total 2nd Floor Offices September 17, 2026 March 17, 2027 $9,000 $54,000 Stage 1 November 20, 2026 February 26, 2027 $15,000 $43,500 Stage 2 October 19, 2026 February 26, 2027 $15,000 $63,500 Ground Floor Storage October 26, 2026 February 26, 2027 $5,000 $20,000 TOTAL $181,000 Annual Increase N/A Guarantee Deposit $62,000 5. Special Conditions The following Alterations are approved, subject to the conditions specified below. Each of the below Alterations requires the Executive Director's prior written approval of plans and specifications, and each approval is conditioned on this paragraph and on the requirements stated for that Alteration, as well as in compliance with all requirements set forth in the Agreement. All such work is at Licensee's sole cost and expense. (i) Picture Vehicles. Automobiles staged, prepared, maintained, and operated within the interior stage spaces, subject to a CRA-approved fire -safety and ventilation plan; fuel tanks at no more than one -quarter capacity with batteries disconnected when not in use; no fueling, fuel storage, or fluid changes within the Property; and drip pans and spill containment beneath every vehicle at all times. (ii) Access Ramp. A temporary ramp at the roll -up doors, subject to no permanent attachment to or penetration of the building structure, and a load rating sufficient for the heaviest vehicle operated on it. (iii) Floor Penetrations. Drilling into stage floors to secure car jacks and rigging, subject to ground -penetrating radar or equivalent scanning of each location before drilling with written confirmation that no post -tension tendon, conduit, utility line, or waterproofing membrane will be affected; certification of the maximum number, diameter, depth, and spacing of penetrations; a penetration log delivered to the CRA; and patching with a CRA- approved product to a flush, level, sealed finish. Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 EXHIBIT B DESCRIPTION OF USE AREA(S) The Below Use Area Components within the Property correspond to the associated Financial Terms and Use Periods specified in Exhibit A of this Agreement 2nd Floor Offices Approximately 7,724 SF MIAMI PRODUCTION OFFICE - 2ND FLOOR 50 NW 14th St. Miami, FL 33136 7,724 soft Iapprox) W MEWS RE ROOM. }1211 1784 ,rift OFFICE OFFICE OFFICE A203 — OFFICE IA212) OFFICE = A213 OFFIC I A2141 OFFICE A215 —OFFICE -- OFFICE A202 OFFICE A201 RECEPTION CONFERENCE ROOM CORRIDO A219] OFFICE A226,,I • FFICE fi rA225 OFFICE OFFICE _ I A222 OFFICE i_ _I I [ A221 I 41 -r I �--7 5 OFFICE OFFICE �OFF10E A217 A218 1 A22O 60' A177 Docusign Envelope ID: 4F9C5391-5D83-8CA1-8367-F2E5FF0758F0 Use Area Component Description (See use area diagram below for location) Approximate Area Stage 1 Stage 1 ±15,252 SF Stage 2 Stage 2 ±15,278 SF Ground Floor Storage A124, A125, A126, A173, A180 ±10,351 SF USE AREA DIAGRAM ESE Ir PP •At Mr. 1/7.1.LL irttirt4 Ffl .7. EI3 aamsl-M maim r . 1.1 1.• .„ , __06 . I A-- 1' id.i m m 6 • • Stage 1 • "- "I" .., i .*).1 i : Stage 2 '.. 9.L.VJ OM .1:VM r4 a : 1 • At2d • MEI Al2k Lt. WO. EEO 1 • 02 SIMI • . 1—t7i WM. WArli 11. • Ai26 • 621 ------------------------ 111-17K. I I 1119G ..774 Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 Refer to Rider EXHIBIT C INSURANCE REQUIREMENTS 22 Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 EXHIBIT D LICENSEE'S CORPORATE RESOLUTION Attached on the following page Docusign Envelope ID: OB36A2AD-F1 F0-86BC-83DF-551 D2EB4DOE1 MV FILMS LLC CERTIFICATE OF SECRETARY I, Andrew Eitingon, hereby certify that: 1. I am the duly elected and acting Secretary of MV Films LLC, a Delaware limited liability company (the "Company"), and as such, I have access to the corporate records of the Company and am familiar with the Company's corporate policies; 2. Susan Ehrhart, as Unit Production Manager and Co -Producer, and Barry Waldman, as Executive Producer, are authorized by the Company to execute and deliver, on behalf of the Company, applications, permits, licenses, agreements, and other documents necessary or appropriate in connection with the Company's production activities in Miami, Florida for the feature film currently titled Miami Vice '85 (also known as "Freefall'); and 3. This Certificate is being provided to the Omni Community Redevelopment Agency of the City of Miami as evidence of the authority of Susan Ehrhart and Barry Waldman to execute documents on behalf of the Company in connection with the foregoing matters. IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of September, 2026. oocuSigned by: A4F69CB0BE43447... Andrew Eitingon, Secretary Docusign Envelope ID: B041663B-D090.8F23-805F-ECBDFFBCE593 MV FILMS LLC CERTIFICATE OF SECRETARY I, Andrew Eitingon, hereby certify that: 1. I am the duly elected and acting Secretary of MV Films LLC, a Delaware limited liability company (the "Company"), and as such, I have access to the corporate records of the Company and am familiar with the Company's corporate policies; 2. Susan Ehrhart, as Unit Production Manager and Co -Producer, and Barry Waldman, as Executive Producer, are authorized by the Company to execute and deliver, on behalf of the Company, applications, permits, licenses, agreements, and other documents necessary or appropriate in connection with the Company's production activities in Miami, Florida for the feature film currently titled Miami Vice '85 (also known as "Freefall'); and 3. This Certificate is being provided to the Florida Department of Transportation (1000 NW 111th Avenue, #6201, Miami, Florida 33172) as evidence of the authority of Susan Ehrhart and Barry Waldman to execute documents on behalf of the Company in connection with the foregoing matters. IN WITNESS WHEREOF, T have hereunto set my hand this 20th day of August, 2026. C((`%%`��DDooc��usiggnwned by: A4F69CBOBE4 Andrew Eitingon, Secretary Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 EXHIBIT E 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 Omni Community Redevelopment Agency of the City of Miami, a public agency and body corporate created pursuant to Chapter 163, Part III, Florida Statutes, 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 herein 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: Signature: Name: Office Address: Email Address: Signed by: Emelt& —dolt al- 6B87B8071 A0B4E7... MV Films, LLC Title: Susan Ehrhart Co -Producer / UPM 25 Washington Ave, Suite 4100, Brooklyn NY 11205 Phone Number: 917-671-4380 Office susie ehrhartQnhrufilms_com Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 REVOCABLE LICENSE AGREEMENT RIDER Date: September 15, 2026 This Revocable License Agreement Rider ("Rider") is supplementary to that certain Revocable License Agreement ("License") made and entered into by and between the Omni Community Redevelopment Agency of the City of Miami, a public agency and body corporate created pursuant to Chapter 163, Part III, Florida Statutes ("CRA") and the Licensee and executed contemporaneously herewith. Except as otherwise defined herein, capitalized terms will be as defined in the License. In addition to those terms and conditions set forth in the License, the Parties agree as follows: 1. Scheduled Commencement Date. The scheduled commencement date is September 17, 2026 (the "Scheduled Commencement Date"). In the event that the Use Area is not delivered to Licensee by the Scheduled Commencement Date, then Licensee may terminate the License. In addition, in the event that the commencement date has not occurred by the Scheduled Commencement Date, then Licensee shall be entitled to a base/fixed rent credit equivalent to 1 day of base/fixed rent for every 1 day of delay in delivery of possession of the Use Area after such date. 2. Compliance with Law. a. CRA represents to Licensee that on the commencement date of the License the land, building and Use Area comply in all respects with all laws. CRA shall, at all times during the term of the License and at its sole cost and expense, promptly comply with all laws which may in any way be applicable to the land, building or Use Area, except to the extent such compliance is assumed by Licensee in subparagraph (b) below. b. Licensee shall promptly comply with all laws which may be applicable to the particular manner in which Licensee conducts its business on the Use Area, however in no event shall Licensee be required (or permitted) to make any alterations which are structural in nature or which affect the building systems, it being the intent of the Parties that in the event of any such required alterations, Licensee shall have the right to terminate the License. 3. End of Term. At the expiration or earlier termination of the License, Licensee shall return the Use Area to CRA in the same condition as when delivered to Licensee, ordinary wear and tear and any damage by casualty excepted. In no event shall Licensee be required to remove or restore any alterations or installations unless the same were performed or installed by, or for, Licensee. Subject to Licensee's obligation to remove or restore Alterations performed or installed by, or for, Licensee, Licensee shall have no obligation, upon the expiration or earlier Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 termination of the Term, to restore, repair, or reinstate any building systems (including, without limitation, heating, ventilation, and air conditioning systems, electrical systems, plumbing, fire suppression and life safety systems, elevators, and any other mechanical, electrical, or utility infrastructure serving the Use Area) or any structural elements of the Use Area or Building (including, without limitation, foundations, load -bearing walls, roofing structure, floor slabs, and structural framing) to their condition as at the Commencement Date or to any other prior condition except and unless attributable to Licensee' s negligence, misuse, or waste. Except as otherwise agreed to in writing by the CRA, Licensee shall remove all alterations or installations performed or installed by, or for, Licensee prior to expiration or earlier termination of the License. 4. CRA Work; CRA Access. a. Any work performed by CRA within the Use Area or installations by CRA in the Use Area, if permitted by the License, shall not reduce the size of the Use Area or unreasonably interfere with Licensee's use of, or access to, the Use Area. b. During any access to the Use Area by CRA or its employees, agents or contractors, (i) such party so entering upon the Use Area must give Licensee no less than twenty-four (24) hours prior notice as to such access, (ii) such party so entering upon the Use Area shall at all times be accompanied by a representative of Licensee, provided if no representative is available or otherwise proffered by Licensee, the same shall not prevent the CRA from accessing the Use Area and (iii) such party so entering upon the Use Area shall not unreasonably interfere with Licensee' s operations, as authorized herein. 5. Insurance. a. Exhibit B of the License shall be deleted and replaced with the Exhibit B attached hereto and incorporated herein by reference. b. Nothing in this Rider, or the insurance required hereunder, shall be construed to limit, waive, restrict, or otherwise diminish Licensee's indemnification, defense, release, or hold harmless obligations under the License or this Rider. The procurement and maintenance of insurance shall be in addition to, and not in lieu of, Licensee's obligations and liabilities under the License and this Rider. 6. Default and Remedies. a. Licensee shall have five (5) days after notice from CRA of a monetary default to cure the same prior to CRA having the right to exercise remedies in connection therewith; provided any subsequent monetary default shall Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 not require an opportunity to cure. Licensee shall have 30 days after notice from CRA of any non -monetary default to cure the same prior to CRA having the right to exercise remedies in connection therewith; provided that if a reasonably longer period of time is required for Licensee to cure the same and Licensee is pursuing such cure in good faith, then Licensee shall have such reasonable additional period of time. b. Nothing contained in the License shall entitle CRA or Licensee to consequential, punitive, special or indirect damages or lost profits. c. In no event shall Licensee be required to continuously occupy the Use Area so long as Licensee provides a commercially reasonable level of security and otherwise complies with all obligations regarding the Use Area, including without limitation, applicable maintenance, insurance, and safety requirements. 7. Rental. a. Fixed or base rental stated in the License shall be paid on the Scheduled Commencement Date prorated for the remainder of the applicable month, and thereafter on the 1st day of each month. Any other amounts, fees, charges or additional rent under the License shall be payable within thirty (30) days of Licensee's receipt of an invoice therefor, together with sub stantiating documentation. b. Any rental under the License shall be pro -rated for partial months based upon the actual number of days in such month. c. Under no circumstances shall the square footage of the Use Area be remeasured during the term of the License (as the same may be extended). 8. Services and Utilities. Licensee, at its sole cost and expense, shall be responsible for all utilities and services required by Licensee for its use of the Use Area; provided that Licensee shall reimburse the CRA for all electricity and water charges for the entire Property during the Term. The CRA shall not be obligated to provide any other utility or service, including internet, telecommunications, cable, or telephone services, all of which shall be obtained by Licensee directly and at its sole cost and expense. 9. Property Condition. In the event that Licensee shall reasonably determine that the Property is uninhabitable or contains defects that materially interfere with its operations, including, without limitation, material defects in the common areas, driveways, parking areas, roof, slabs, structure and foundation of the building, exterior walls, windows, and building systems, fixtures and equipment serving the Property (including, without limitation, mechanical, electrical, plumbing, life safety, gas, sanitary, heating, ventilation and air conditioning and elevators) to Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 extent required by good maintenance practice or legal requirements, Licensee shall have the right to terminate the License with five (5) days' notice to the CRA. 10. Improvements. Notwithstanding anything to the contrary in the License, Licensee shall have the right to make non-structural alterations and installations to the Use Area without CRA's consent so long as (i) the same do not affect, and are not visible from, any portion of the building other than the Use Area, (ii) the same do not adversely affect the building systems, (iii) Licensee removes the same (to the extent required by the License) and repairs any damage caused by such removal prior to the expiration of the term hereof, or within thirty (30) days following notice of earlier termination and (iv) such alterations and installations are made in compliance with all applicable legal requirements. 11. Signage. Licensee shall have the right to signage and building directory usage as is typically provided to other Licensees in the building. 12. Material Service Interruptions. In the event that Licensee is prevented from using, and does not use, the Use Area or any portion thereof, for more than three (3) consecutive business days as a result of any failure of CRA to provide services or access to the Use Area as a result of (i) the negligence or willful act of CRA, its agents, contractors or employees or CRA's performance of installations, upgrades or other work at the building (or Property), or (ii) CRA's failure to pay amounts due to parties providing such services, then Licensee's base rent and additional rent shall be abated or reduced, as the case may be, after expiration of the 3-day period for such time that Licensee continues to be so prevented from using the Use Area or a portion thereof, in the proportion that the rentable area of the portion of the Use Area that Licensee is prevented from using, and does not use, bears to the total rentable area of the Use Area. 13. Section 20 shall be deleted and replaced with the following: Licensee shall pay before any fine, penalty, interest or cost is added, or lien imposed, for nonpayment, any and all charges, fees, taxes, impositions, or assessments levied against Licensee or the Property as a result of Licensee's use thereof (collectively "Assessments"), including without limitation against Licensee' s personal property of any kind, owned by or placed in, upon or about the Use Area by Licensee, including, but not limited to, ad valorem taxes, fire fees, if any, and parking surcharges. In the event Licensee appeals an Assessment chargable to Licensee pursuant to the foregoing, Licensee shall immediately notify the CRA's Executive Director of its intention to appeal said Assessment and the CRA shall reasonably cooperate, provided such cooperation is at no cost, expense, or liability to the CRA. Licensee shall reimburse the CRA for all costs, expenses, fees, and liabilities incurred in connection therewith and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the CRA's Executive Director, or his/her authorized designee, or other security reasonably satisfactory to the CRA's Executive Director, or his/her Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 authorized designee, in an amount sufficient to pay one hundred percent (100%) of the contested Assessment with all interest on it and costs and expenses, including reasonable outside attorneys' fees to be incurred in connection with it. No such appeal may be filed or maintained in the name of the CRA without the CRA's prior written consent, which may be granted or withheld in its reasonable discretion. 14. Trademarks. Subject in all events to Applicable Laws, including without limitation the public records laws set forth in Chapter 119, Florida Statutes, in no event shall CRA incorporate Licensee's name or the name of Licensee's parent or subsidiary companies or companies now or hereafter under common control with Licensee, or any registered trademarks belonging to any of the aforementioned, in any promotional materials, advertising, public relations copy, or similar materials, or utilize or reference such names or trademarks, without the express prior written approval of Licensee in its sole discretion. 15. Control. Except as specifically modified or amended by the terms of this Rider, the License will remain in full force and effect. In the event of a conflict between this Rider and the License or any attachment thereto, the terms of this Rider shall control, except for such provisions in the License that expressly provide otherwise, including without limitation the language contained in Section 4 of the License, which shall take precedence as against any provision to the contrary. 16. Counterparts. This Rider may be executed in one or more counterparts, by original or by or through such other electronic form in which a party may place or evidence its signature hereon, each of which will be deemed an original, but which collectively will constitute one and the same instrument. 17. No Relocation. CRA shall have no right to unilaterally relocate Licensee or the Use Area within the building or elsewhere. 18. Production. a. No Injunction. Notwithstanding anything to the contrary in the License, CRA shall not seek to enjoin the development, production, exhibition, promotion and/or distribution of the production currently entitled FREEFALL or any other production of Licensee or its affiliates (collectively, the "Production"). The foregoing shall not limit CRA's rights or remedies, at law or in equity, relating to the License, the Use Area, the Property, or any unauthorized use, holdover, failure to vacate, violation, or breach, nor shall it be construed to permit Licensee to continue operating or otherwise occupying the Use Area or Property after expiration, earlier termination, revocation, or suspension of the License. b. Confidentiality: CRA shall keep confidential all matters relating to the Production (including, without limitation, the script, the plot, or any elements thereof, or any activities of the cast or crew) or Licensee' s business Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 or production methods, except (i) to the extent the terms of the License must be disclosed to CRA's attorneys, accountants and agents, or (ii) to the extent required by Applicable Law or governmental authority, including without limitation the public records laws set forth in Chapter 119, Florida Statutes. c. Early Termination. Section 21.(i) of the Agreement shall be amended to reflect a required notice period equal to no less than ninty (90) days prior written notice. d. Production Use. In the event that Licensee becomes aware that the uses expressly permitted under the License are not legally permitted at the Use Area (under any governmental laws, ordinances, rules, regulations and requirements), Licensee shall have the right to terminate the License by giving thirty (30) days' prior written notice, and any rental amounts and other pre -paid amounts (including the deposit, if any) shall be returned to Licensee for the pro -rated unused portion of the term. 19. Anti -Corruption. Each party agrees that it will comply with all applicable anti- corruption laws in connection with its performance under this Rider and the License, including, among other things, such party will not give, offer, agree, promise to give, or authorize the direct or indirect giving, of any money or other thing of value to anyone to induce or reward favorable action, forbearance from action, or the exercise of influence in violation of the Foreign Corrupt Practices Act of 1977 (FCPA). 20. Interpretation. This Rider and the License together constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede any and all prior and contemporaneous oral or written agreements between parties with respect to the subject matter hereof and thereof. If any provision of this Rider shall be held to be illegal, invalid, or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Signatures on the next page Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 AGREED AND ACCEPTED BY: Licensor: Omni Community Redevelopment Agency of the City of Miami —Signed by: �is�nc artos Suarez Executive Director Signed by: By: ATTEST: By: €4BBBSBOGBF dsg . Todd B. Hannon Clerk of the Board APPROVED AS TO LEGAL FORM AND CORRECTNESS Signed by: B rAor/. wisbtA.1 y' kR.7-76E3PE@@244B._. George K. Wysong, III City Attorney Matter 26-2518 (JL) APPROVED AS TO INSURANCE REQUIREMENTS FOR CRA Signed by: BY: —27- 5C4a15a14E7 David Ruiz Interim Director of Risk Management Licensee: MV Films LLC .—Signed by: SUSaAA,,V�t ate is(b8U(1 a Susan F hrhart Co -Producer W1p—uoc1Signed by: "—F3COFC1AB41340F... B� NAME: Jordan Gilbert TITLE: Miami Production Supervisor W1t11eS4i2gned by: �31FB3E/S5613498... BY NAME: Chris Bryant TITLE: Miami Production Coordinator Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 I. EXHIBIT B INSURANCE REQUIREMENTS Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations Damage to Rented Premises Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 $1,000,000 B. Endorsements Required City of Miami & OMNI CRA listed as additional insured Primary AND NON CONTRIBUTORY CONDITION for claims assumed by Licensee in accordance with its indemnification obligations under this Agreement. No exclusions for hired vendor/contractor/subcontractor work II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & OMNI CRA listed as an additional insured 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 Docusign Envelope ID: 4F9C5391-5D83-8CA1-83B7-F2E5FF0758F0 IV. Umbrella Liability Each Occurrence $2,000,000 Policy Aggregate $2,000,000 City of Miami and OMNI CRA listed as additional insured. Coverage is excess following form over all applicable liability policies V. Property Commercial Property Insurance covering the Business Personal Property owned by the Licensee. Commercial property insurance shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage basis with no coinsurance, including wind and named storm coverage and hail not to exceed 5% deductible depending on market conditions, along with earth movement and flood as may applicable. Coverage should be included for debris removal, and demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured and leasehold improvements (exclusive of foundation and excavation costs), trade fixtures and floor coverings. In addition, the policy should afford coverage for sprinkler leakage, extended coverage including vandalism and malicious mischief, as well as coverage for time element, along with boiler and machinery coverage, if applicable. The amount of insurance shall equal the full estimated replacement cost of business personal property owned by the Licensee. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. A� D® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09/17/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA LLC 30 South 17th Street Philadelphia, PA 19103 Attn: NBCU.Certrequest@marsh.com Fax 212-948-5143 CN101608515-KCHAN-GAWUW-25 CONTACT NAME: Jacqueline Mastrangelo PHONE FAX Ext): 215 2461438 (A//C, No): 1 215 246 1399 E-MAIL Jackie.e.mastran elo marsh.com ADDRESS: 9 @marsh.com AFFORDING COVERAGE NAIC # INSURER A : ACE American Insurance Company 22667 INSURED NBCUniversal Media, LLC a fully owned subsidiary of Comcast Corporation 30 Rockefeller Plaza New York, NY 10112 INSURER B : Indemnity Inc Co Of North America 43575 INSURER C : ACE Property And Casualty Ins Co 20699 INSURER D : ACE Fire Underwriters Co 20702 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CLE-007544153-01 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WLIMITS VD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY XSL G49368793 12101/2025 12/01/2026 EACH OCCURRENCE $ 19,900,000 CLAIMS -MADE X OCCUR DAMAGE RETED PREMISESO(Ea occurrence) $ 19,900,000 X SIR: $100,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 19,900,000 GEN'L X AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 60,000,000 PRODUCTS - COMP/OP AGG $ 15,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY ISA H11361262 12/01/2025 12/01/2026 COMBINED SINGLE LIMIT (Ea accident) $ 20,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ O X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE XEU G27924840 011 12/01/2025 12/01/2026 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED RETENTION $ $ B D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN N NIA WLR C7280143A (AOS) SCF C72801441 (WI)12/01/2025 12/01/2025 12/01/2026 12I0112026 X STA UTE EERH E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 A Excess Workers Compensation WCU C72801453 (WA) 12/01/2025 12/01/2026 Ea Acc/Dis Employee/Dis Policy SIR 2,000,000 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE:Description:MV Films LLC for 'Freefall' City of Miami Omni Community Redevelopment Agency is/are included as additional insured (except workers' compensation) where required by written contract with the Named Insured. This insurance is Primary & Non -Contributory with any other insurance available to the Certificate Holder. Waiver of Subrogation is applicable where required by written contract and allowed by law. CERTIFICATE HOLDER CANCELLATION Omni Community Redevelopment Agency 50 NW 14 St. Miami, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA LLC ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED — DESIGNATED PERSONS OR ORGANIZATIONS Named Insured Comcast Corporation Endorsement Number Policy Symbol ISA Policy Number H11361262 Policy Period 12/01/2025 to 1 21011202E Effective Date of Endorsement 12/01/2025 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM AUTO DEALERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM Additional Insureds): City of Miami Omni Community Redevelopment Agency A. Fora covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of: 1. You. 2. Any of your "employees" or agents. 3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. Autho€ized Repr ntetive ❑A-9U74c (03/16) Page 1 of 1 1 NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured Comcast Corporation Endorsement Number 18 Policy Symbol ISA Policy Number H11361262 Policy Period 12/01/2025 ro 12/01 I2026 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the Information Is to be completed only when this endorsement Is Issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM Schedule Organization City of Miami Omni Community Redevelopment Agency Additional Insured Endorsement (If no information is filled in, the Schedule shall read: "All persons or entities added as additional insureds through an endorsement with the term 'Additional Insured" in the title) For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to the Other Insurance Condition under General Conditions: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a Toss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. Authorized Representative DA-21886b (06/14) Page 1 of 1 NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK INSURANCE LAW AND REGULATIONS, HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS. NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured Comcast Corporation Endorsement Number Policy Symbol XSL Policy Number G49368793 Policy Period 12/01/2025 to 12/01/2026 Effective Date of Endorsement 12/01/2025 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: EXCESS COMMERCIAL GENERAL LIABILITY POLICY Schedule Organization City of Miami Omni Community Redevelopment Agency Additional Insured Endorsement For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to Section IV.4: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a loss we cover under this policy, this insurance will apply to such loss and is primary (subject to satisfaction of the "retained limit"), meaning that we will not seek contribution from the other insurance available to the Additional Insured. Your "retained limit" still applies to such loss, and we will only pay the Additional Insured for the "ultimate net loss" in excess of the "retained limit" shown in the Declarations of this policy. Authorized Representative XS-20288a (05/14) Page 1 of 1 Class Code: 2-14057 NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION Named Insured Comcast Corporation Endorsement Number Policy Symbol XSL Policy Number G49368793 Policy Period 12/01 /2025 TO 12/01/2026 Effective Date of Endorsement 12/01/2025 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: EXCESS COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE Name of Person or Organization: City of Miami Omni Community Redevelopment Agency A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organizationts) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance And Retained Limit: If coverage provided to the additional insured is required by a contractor agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Authorized Representative XS-6W25b (04/13) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Class Code: 2-14057 Olivera, Rosemary From: De Los Santos, Jesly Sent: Monday, October 5, 2026 2:20 PM To: Hannon, Todd Cc: Ewan, Nicole; Olivera, Rosemary; Suarez, Carlos I; Berrios, Ivonne; Lorenzo, Jacqueline; Del Oro, Jessica Subject: (Matter 26-2518) Completed with Docusign: FREEFALL_Agreement_Omni CRA_Production_2026.10.02.pdf Attachments: RLA_FREEFALL_Agreement_Miami_Vice_Fully Executed 2026.pdf Good afternoon, Please find enclosed a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Best regards, WI 15 rift Omni CRA Jesly De Los Santos Executive Assistant Omni Community Redevelopment Agency 50 Northwest 14th Street Miami, FL 33136 (305) 679-6856 jdelossantos@miamigov.com Disclaimer: This e-mail is intended only for the individual(s) or entity(s) named within the message. This e-mail may contain legally privileged and confidential information. If you properly received this e-mail as a client or retained expert, please hold it in confidence to protect the attorney -client or work product privileges. Should the intended recipient forward or disclose this message to another person or party, that action could constitute a waiver of the attorney -client privilege. If the reader of this message is not the intended recipient, or the agent responsible to deliver it to the intended recipient, you are hereby notified that any review, dissemination, distribution or copying of this communication is prohibited by the sender and to do so might constitute a violation of the Electronic Communications Privacy Act, 18 U.S.C. section 2510-2521. Please notify us by reply e-mail and delete the original message. Nothing in this e-mail message shall, in and of itself, create an attorney -client relationship with the sender. Under Florida Law, e-mail addresses and the contents of the e-mail are public records. If you do not want your e-mail address, or the contents of the e-mail, released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing. From: Docusign via Docusign <dse_NA3@docusign.net> Sent: Monday, October 5, 2026 1:40 PM To: De Los Santos, Jesly <JDeLosSantos@miamigov.com> Subject: Completed: Complete with Docusign: FREEFALL_Agreement_Omni CRA_Production_2026.10.02.pdf CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. 1 All signers completed Complete with Docusign: FREEFALL_Agreement_Omni CRA_Production_2026.10.02.pdf Powered by docusign Do Not Share This Email This email contains a secure link to Docusign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit Docusign.com, click 'Access Documents', and enter the security code: 87A482 DE F E 558C4183 D3665CA47 E4 E D03 Copyright © 2026 Docusign, Inc. All rights reserved. 221 Main Street, Suite 1550 San Francisco, CA 94105 This message was sent to you by Jesly De De Los Santos who is using the Docusign Electronic Signature Service. If you would rather not receive email from this sender you may contact the sender with your request. Contact Us Terms of Use Privacy Support Report Email Download the Docusign App 2