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Agreemnt with Unparalleled Productions, LLC 2 (122 "1 3 1414 DocuSign Envelope ID:C8C939F8-230B-4979-B883-CF9D8F221C78 Miami Swim Week I The Shows 2022 x Hammock Show- SPONSORSHIP AGREEMENT _S. )' ,4r THIS AGREEMENT is made and entered into this day of_July, 2022 ("Effective Date"), by and between the City of Miami Beach, Florida, a Florida municipal corporation, with offices at 1700 Convention Center Drive, Miami Beach, FL 33139 (the "City"), and Unparalleled Productions, LLC,with offices at 345 W 42nd Street, Unit 8, Miami Beach, Florida 33140("Event Organizer") (altogether, the "Agreement"). WITNESSETH: WHEREAS, the City desires to sponsor "Miami Swim Week: The Shows" (the "Event"), an annual event within a timespan of four days promoting Miami Beach as an international fashion, entertainment and tourist destination; and WHEREAS, the ticketed fashion Event is scheduled to take place in various locations in Miami Beach from Wednesday, July 13, 2022 to Sunday, July 17, 2022; and WHEREAS, the Event is the second largest fashion week in the country and the largest swim and resort wear industry gathering in the world which attracts more than 150,000 visitors to Miami Beach each July; and WHEREAS, in previous years, the event has attracted 1500—2000 attendees;about 350 attendees at the SLS South Beach and 1150 attendees at the New World Symphony; and WHEREAS, the Event Organizer has produced the event successfully for (12) twelve years, gaining popularity year over year and great enthusiasm and engagement among the global fashion community. The hotels around the event locations tend to hit full capacity especially with the increasing development. This year, with the annexation of Hammock, "Miami Swim Week" is planning to add multiple hotel activations through their event partners; and WHEREAS, on January 20, 2022, the Mayor and City Commission adopted Resolution No. 2022-31994, accepting the recommendation of the Tourism and Culture Department for the approval of a sponsorship, in a recommended award amount of $7,000 for the 2022 Event; provided, however, that no more than 25 percent of the Cash Sponsorship may be disbursed in advance of the Event. All remaining Cash Sponsorship payments shall be made on a reimbursement basis for expenses relating to the production of the Event,following the conclusion of the Event, and Event Organizer's submission, and the City's acceptance, of the final report referenced in this Agreement; and WHEREAS, the City's sponsorship funding for the Event is to be paid directly to Event Organizer, as more particularly set forth herein, to offset expenses for producing and presenting the Event. NOW,THEREFORE,in consideration of the mutual promises and covenants made herein, City and Event Organizer agree as follows: 1. The above recitals are true and correct and are incorporated by reference herein. 2. The Term of this Agreement will commence on the Effective Date set forth above, and shall expire following the conclusion of the 2022 Event and Event Organizer's completion of all of its obligations hereunder, unless terminated earlier in accordance with this Agreement. DocuSign Envelope ID:C8C939F8-230B-4979-B883-CF9D8F221C78 3. Event Organizer shall be solely responsible for producing and promoting all aspects of the Event, including securing private sponsors and vendors to participate in the Event. The Event Organizer has advised the City that the Event shall be known and promoted under the title of the "Miami Swim Week: The Shows." Event Organizer shall be responsible for the conduct and operation of the Event and will provide the appropriate officials to conduct the Event. Except as specified herein for the remainder of the term of this Agreement, the City is under no obligation to fund subsequent"Miami Swim Week" events. 4. The term "Event" as used herein shall include the event described in the recitals to this Agreement. Further, City shall not be a party to any independent contracts that the Event Organizer may enter into with other organizations, contractors, or participants in the Event and/or supporting activities, nor shall City be liable to such third parties.Event Organizer shall not represent that it is an agent, official, authorized representative or employee of City. 5. Subject to Event Organizer's compliance with its obligations under this Agreement, City is responsible for the following: a) Subject to Event Organizer's compliance with its obligations under this Agreement and an annual appropriation of funds at the City Commission's sole discretion, City shall provide Event Organizer with sponsorship funding for the purposes specified herein, in the amount of $7,000.00 for the 2022 Event; provided, however, that no more than 25 percent of the Cash Sponsorship may be disbursed in advance of the Event. All remaining Cash Sponsorship payments shall be made on a reimbursement basis for expenses relating to the production of the Event, following the conclusion of the Event, and Event Organizer's submission, and the City's acceptance, of the final report referenced in this Agreement. 6. Event Organizer shall be responsible for any and all compensation that may be due to any and all performers, entertainers, vendors, organizations, event sanctioning bodies, vendors, and participants, and City shall have no such responsibility, obligation or liability. City shall not be responsible or liable to competitors for prize money payments, or to any third party for any aspect of the production of the Event. 7. Warranties. Event Organizer warrants and represents that it has all necessary rights, authority, licenses and permits necessary to enter into this Agreement, to grant the rights and licenses herein granted, and to carry out its responsibilities as set forth herein. Event Organizer shall utilize the sponsorship benefits and conduct and operate the Event in accordance with all applicable laws, and without endangering others or violating their rights. 8. Sponsorship benefits. In consideration of the City sponsorship funding described in this Agreement, and the mutual promises made herein, Event Organizer shall provide sponsorship benefits to the City which, at a minimum,shall include the sponsorship benefits. set forth in Section 9 of this Agreement. 9. Public benefit program. Event Organizer shall provide a public benefit program to be made available to senior citizens and children that qualify as City of Miami Beach residents. Children are defined as individuals twelve years(12)and younger;senior citizens are defined as individuals sixty-five (65) years and older; and veterans are defined as individuals who have served in the military. The Event's public benefit program shall include the following, wherever permissible and applicable within the Event footprint: 2 DocuSign Envelope ID:C8C939F8-230B-4979-B883-CF9D8F221C78 A. Tickets: i. 50 free general admission resident tickets (via online portal), on a first come, first serve basis; [Promo Code to be provided: RESIDENT] ii. Miami Beach Resident ticket discounts; a. 2 tickets for the price of one (1) ticket, for purchases made through the end of June 30, 2022; [Promo Code to be provided: BOGO] b. Free general admission tickets for all active Miami Beach military; [Must Show ID] and c. 25 free general admission tickets for seniors i. Senior tickets to be provided to the City Manager's office, to be dispersed as per the City's comp ticket policy. 10. Final report. The Event Organizer must provide, within 30 days of the completion of the Event, a Final Report, detailing the following: • Third-party verification of Event outcomes including, without limitation, event attendance figures with proven method of collection, media impressions generated by the event, photos and videos of the event, and number of City of Miami Beach hotel room nights generated by the Event; o The implementation of the public benefit program, including statistics relating to how many residents,seniors, and children were served,and how this program was marketed and communicated to the residents; and o All supporting documentation required under Section 5 for the payment of the Cash Sponsorship; and e Vendor and community feedback. 11. Marketing. City shall receive sponsorship recognition on all media or promotional platforms related to the Event, at the same sponsorship level as other sponsors providing financial or other support comparable to the City's sponsorship. Event Organizer will also tag City on all Event-related postings on digital distribution platforms, also referred to as social media platforms. Event Organizer's Event-related postings shall include high quality content relevant to the Event and its targeted audiences. Digital distribution postings shall be issued in English and Spanish, wherever relevant. 12. Event Organizer will use logo provided by City on all Event-related advertising.This includes local television partners, social media campaigns, radio efforts, and local newspapers. 13. All promotional materials which include the City's name or logo, including, without limitation, advertising, telecasts, signage and social media publications shall be subject to City's prior written approval,with at least five(5)business days notice,which approval may be withheld at City's discretion. Event Organizer shall cease using all logos or other City marks upon the expiration of the Term. Additionally, City reserves the right to require the removal of its logo/marks from any promotional materials. For approvals, please send all collateral to the Director of the Tourism and Culture department. This paragraph shall survive the expiration of this Agreement. 14. Event Organizer is responsible for the following: A. Event Organizer shall arrange for vendor concessions inside the enclosed area of the Event Site. All sales of soft drinks or other beverages must be in compliance with the City's beverage contract. Event Organizer will collect all proceeds from Event 3 DocuSign Envelope ID:C8C939F8-230B-4979-B883-CF9D8F221C78 concessions. City shall have no responsibility, obligation or liability relating to vendor concessions. Event Organizer shall be solely responsible for ensuring that all vendors' services are provided in accordance with all applicable laws, including,without limitation, all food service, food handling, and alcoholic beverage and license regulations. 1. Event Organizer hereby agrees and acknowledges that, pursuant to Section 82-7 of the City Code, as may be amended from time to time, Event Organizer shall not sell, use, provide food in, or offer the use of expanded polystyrene food service articles(as defined in City Code Section 82-7) within the Event Site. A violation of this section shall be deemed a default under the terms of this Agreement. Notwithstanding the above, this section shall not apply to expanded polystyrene food service articles used for prepackaged food that have been filled and sealed prior to receipt by Event Organizer. 2. Additionally, Event Organizer agrees and acknowledges that, pursuant to Section 82- 8 of the City Code, as may be amended from time to time, Event Organizer shall not sell, use, provide food in, or offer the use of single-use plastic beverage straws or single-use plastic stirrers (as defined in City Code Section 82-8)within the Event Site. A violation of this section shall be deemed a default under the terms of this Agreement Notwithstanding the above, the requirements of Section 82-8 shall not restrict Event Organizer from providing a beverage with, or offering the use of, a single-use plastic beverage straw or single-use plastic stirrer to an individual with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer. 3. Event Organizer agrees to comply with Section 46-92(c) of the City Code, which provides that it is unlawful for any person to carry any expanded polystyrene product, single-use plastic beverage straw, or single-use plastic stirrer onto any beach or park within the City. It is also unlawful for any business to provide single-use plastic beverage straws or single-use plastic stirrers with the service or delivery of any beverage to patrons on any beach within the City. Notwithstanding the above, the provisions in Section 46-92(c) that pertain to single-use plastic beverage straws and single-use plastic stirrers shall not apply to a person or patron with a disability or medical condition that impairs the consumption of beverages without a single-use plastic beverage straw or single-use plastic stirrer. Event Organizer hereby agrees and acknowledges that, pursuant to Section 82 of the City Code, as may be amended from time to time, Event Organizer shall adhere to City prohibition regarding the sale or use of expanded polystyrene food service articles,single use plastic beverage straws, and single-use plastic stirrers. B. Event Organizer shall be responsible for handling all media vendors and organizations and will be solely responsible for handling all issues relating to the media vendors. C. Event Organizer shalt retain any and all rights to the Event, including any rights associated with Event-related apparel and/or product sales. D. Event Organizer shall keep the City apprised, on a monthly basis, of its progress with respect to the activation of the Event. City, at its sole discretion, may monitor and conduct an evaluation of Event Organizer's implementation of the Event. Event 4 DocuSign Envelope ID:C8C939F8-230B-4979-8883-CF9D8F221C78 Organizer agrees to cooperate with City to promptly address any deficiencies or concerns the City may have in connection with the Event. E. Event Organizer hereby grants City a non-exclusive license and right to use the title of the Event or any photographic, video, audio or other footage of the Event, in connection with any City produced publication, including the City produced magazine or any City media outlets, such as MBTV. This section shall survive the termination or expiration of this Agreement. F. Event Organizer shall purchase and obtain all required Event Insurance policies for General Liability coverage in the amount of at least $1,000,000.00 General Aggregate; $1,000,000.00 Products/Completed Operations; $1,000,000.00 Personal and Advertising Injury; at $1,000,000.00 per occurrence, covering City, and all participants, no later than 10 days prior to the Event, and Event Organizer shall provide a Certificate of Insurance evidencing such coverage to the City's Risk Manager.Event Organizer shall also provide liquor liability insurance in the amount of $1,000,000.00 and Host liquor liability insurance in the amount$1,000,000.00. All insurance policies shall name City as additional insured and Certificate Holder. G. Event Organizer shall obtain all applicable federal, state and local approvals, permits and licenses relating to the Event and any activities related thereto. Event Organizer shall maintain its good standing in accordance with the laws of the State of Florida and the City of Miami Beach Code of Ordinances ("City Code"), and shall comply with any federal, state, county or City Code requirement applicable to Event Organizer or to the Event Organizer's operation its business or other activities in the City of Miami Beach, including, without limitation, obtaining any Certificate of Use or Business Tax Receipt(s) that may be required for any business activity, timely making payment of all taxes, fees or charges that may be due to the City. Event Organizer shall promptly take corrective action to correct any City Code violation or notice of violation issued by any governmental agency with jurisdiction over Event Organizer. Further, Event Organizer agrees to comply with the terms and conditions of any lease, contract, or other grant agreement that Event Organizer may have separately entered into with the City, if any("Other City Contracts"). Any failure by Event Organizer to comply with any provision of the City Code applicable to Event Organizer, or any breach or default by the Event Organizer of any covenant or other term or condition contained in any Other City Contracts (after the passage of any applicable notice and cure provision set forth therein),shall,at the option of the City, be considered an event of Default(as such term is defined more fully below), in which event the City shall be entitled (but in no event required)to apply all rights and remedies available to the City under the terms of this Agreement by reason of an Event Organizer's breach or failure to comply with said obligations. H. Event Organizer shall indemnify and hold harmless the City and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, expenses, or damages, including, without limitation, attorneys' fees and costs of defense, for personal, economic, or bodily injury, wrongful death, or loss of or damage to property,which the City or its officers,employees,agents, and contractors may incur as a result of claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to, or resulting from the performance of this Agreement by Event Organizer or its officers, employees, agents, servants, partners, principals or contractors, or Event Organizer's use of the Event Site, including, without limitation, any claim that any aspect of the Event infringes upon any 5 DocuSign Envelope ID:C8C939F8-230B-4979-B883-CF9D8F221C78 third-parry's existing copyrights, trademarks, trade names, or other intellectual property or proprietary rights, Event Organizer shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Event Organizer expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided, shall in no way limit its obligation, as set forth herein, to indemnify, hold harmless, and defend the City or its officers, employees, agents, and contractors as herein provided. 15. Events of Default, Termination of Agreement for cause, and Remedies. A. The following shall constitute events of default: i. Any material misrepresentation, written or oral, made by Event Organizer and/or its representatives to City. ii. Failure by Event Organizer to timely perform and/or observe any of the terms and conditions of this Agreement. iii. Insolvency or bankruptcy on the part of Event Organizer. B. The occurrence of any event of default by Event Organizer may,at the sole option of City, operate as an automatic forfeiture of any rights or benefits conferred under this Agreement, and accordingly, City reserves the right to revoke the fee waivers, discontinue the funding provided for herein, or request the return of sponsorship funds. C. In the event that Event Organizer is in default of any of its obligations under this Agreement, Event Organizer shall be liable for all damages, costs and expenses arising out of or related to its default. In the event of a default, City reserves all legal remedies available to it, including but not limited to termination of this Agreement for cause, which termination may be effected upon ten (10)days written notice to Event Organizer. In the event of any such termination, City shall have no further obligation or liability to Event Organizer. 16. Event Organizer shall not assign its rights or obligations under this Agreement without the City's consent. Any purported assignment in violation of this section shall be void and shall constitute an event of default hereunder. 17. Event Organizer shall keep accurate and complete books and records of all receipts and expenditures relating to this Agreement, in accordance with generally accepted accounting principles, and shall retain such books and records for at least four(4)years after completion of the Event. At the request of the City, Event Organizer shall provide the City (and/or its designated representatives) reasonable access to its files, records and personnel during regular business hours for the purpose of making financial audits,evaluations or verifications, program evaluations, or other verifications concerning this Agreement, as the City deems necessary. Furthermore, the City may, at its expense, audit or have audited, all the financial records of the Event Organizer related to this Event. 6 DocuSign Envelope ID:C8C939F8-230B-4979-B883-CF9D8F221C78 18. This Agreement shall constitute the entire agreement between the parties, and no warranties, inducements, considerations, promises or other references shall be implied or impressed upon this Agreement that are not expressly addressed herein. 19. This Agreement shall be governed as to performance and interpreted in accordance with the laws of the State of Florida. Any claim or dispute arising out of the terms of this Agreement shall be litigated in Miami-Dade County, Florida. 20. It is expressly understood and agreed that this Agreement is for the duration of this Event only and that Event Organizer has no right or privilege other than that expressly provided herein. 21. Event Organizer agrees that nothing herein contained is intended or should be construed as in any way creating or establishing the relationship of partners or joint venturers between City and Event Organizer. In no event shall Event Organizer represent to any third party that it is acting as an agent, representative or on behalf of City for any purpose or in any manner whatsoever. 22. City's right to suspend activities or remove persons from event site:The City Manager shall have the authority to suspend all or any part of the activities of Event Organizer when, in the City Manager's sole judgment and discretion,such activities may be or are detrimental to the public or to the City, or if the City has reason to believe any law or ordinance is being violated by Event Organizer, its agents or employees. City reserves the right through the City Manager,to suspend or terminate use of the Event Site if visitors become unruly, and to reject any sponsor, presentation, material or item which is or may be, in the sole opinion of the City Manager, hazardous, offensive, immoral or disparaging to the image of the City, or to any person or group of persons.The decision of the City Manager in such regard shall be final, binding and conclusive. 23. Termination for Convenience. a. The Event Organizer may conduct the Event for the Term of this Agreement, unless the City Manager decides to discontinue the Event,at the City Manager's sole and absolute discretion, for any reason or no reason whatsoever, for the convenience of the City. The City Manager shall notify the Event Organizer, in writing, of the City's termination of this Agreement b. The Event Organizer may elect, during the Term of this Agreement, to terminate this Agreement and no longer conduct the Event. If the Event Organizer elects to terminate this Agreement, the Event Organizer shall notify the City in writing prior to the December 30. If the Event Organizer elects not to conduct Miami Beach Swim Week: The Shows or elects not to seek an extension of the terms of this Agreement, this Agreement will automatically terminate. 24. GOVERNING LAW AND ATTORNEY'S FEES:This Agreement shall be governed by the laws of the State of Florida, with venue lying in Miami-Dade County. In the event of any dispute which arises out of this Agreement, the prevailing party shall be entitled to reasonable attomey's fees and costs, including bankruptcy and/or appeal if any. 25. ASSIGNMENT: No assignment of the rights, interest or obligation under this Agreement shall be made by either party without the written consent of the other. 7 DocuSign Envelope ID:C8C939F8-230B-4979-B883-CF9D8F221C78 26.AMENDMENT: No modification amendment or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed by the parties hereto,with the same formality and of equal dignity herewith. 27. EXTENT OF AGREEMENT:This Agreement represents the entire and integrated Agreement between City and Event Organizer and supersedes all prior negotiations, representations or agreements either written or oral. 28.NOTICE:Whenever any party desires to give notice to any other party,it must be given by written notice sent by registered United States mail,with return receipt requested,addressed to the party for whom it is intended at the place designated below and the place so designated shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the parties designate the following as the respective places for giving notice: CITY: City of Miami Beach TOURISM AND CULTURE DEPARTMENT 1755 Meridian Avenue, Suite 500, Miami Beach, FL 33139 Attn: Lissette Arrogante EVENT ORGANIZER: Unparalleled Productions A Florida Limited Liability Company do Mr. Arnel San Pedro 345 W 42nd Street, Unit 8 Miami Beach, Florida 33140 29. CORPORATE STATUS: This Agreement shall automatically terminate if,within thirty(30) days from execution of this Agreement, Event. Organizer does not provide City with proper documentation evidencing that Event Organizer is registered to do business in the State of Florida. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 8 DocuSign Envelope ID:C8C939F8-230B-4979-B883-CF9D8F221C78 IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby execute this Agreement on the date written below. ATTEST: CITY OF MIAMI BEACH, FLORIDA By: __g (1s ,!7T ► -P4,7 Rafae E. Gran o Alina T. Huda City Clerk City Manager Cis/Ito z- Dat FOR EVENT ORGANIZER: Unparalleled Productions ATTEST: O By: A Ai fi Mohamed Uzair cn�I 6.4 r de/4— Print Name/tle Print Name/Title ate 41 B�'cS'"\ APPROVED AS TO • • FORM&LANGUAGE • statel OKAYED: - &FOR EXECUTION . 9 Salki n' y4CN`26.-: City Attomey Date 9 ATE A CERTIFICATE OF LIABILITY INSURANCE D05/17/2022Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: HCC Specialty A/CNo.Exf: (A/C,No): E-MAIL 401 Edgewater Place, Suite 400 ADDRESS: PRODUCER Wakefield, MA 01880 CUSTOMER ID#: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: U.S.Specialty Insurance Company 29599 DCSW Group, LLC INSURERB: United States Fire Insurance Company 21113 2889 Collins Ave INSURERC: #847 INSURER D: Miami Beach, FL 33140 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ASH Swop POLICY NUMBER POLICY NLDD/YYY (MM/DD/YYYY)POLICY EXP LIMITS ( Y) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X U22SE11358 05/18/2022 07/22/2022 DAMAGE TO RENTED 300,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 5,000 X Host Liquor PERSONAL&ADV INJURY $ 1,000,000 B x Medical Expense US01524493 05/18/2022 07/22/2022 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 1,000,000 POLICY PRO n LOC $ JECT I I AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE HIRED AUTOS (Per accident) NON-OWNED AUTOS $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AUAlU- OIH TORY LIMITS -ER AND EMPLOYERS'LIABILITY Y/N E.L.EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under — — - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,It more space Is required) The Certificate Holder is added as Additional Insured with respects to our Insured's operations only. This insurance is primary and non-contributory as required by written contract. This coverage Is with respect to MIAMI SWIM WEEK SHOWS event to be held 07/09/2022-07/19/2022 at SLS HOTEL MIAMI BEACH MIAMI BEACH FL. CERTIFICATE HOLDER CANCELLATION CITY OF MIAMI BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED 1700 CONVENTION CENTER DRIVE IN ACCORDANCE WITH THE POLICY PROVISIONS. MIAMI BEACH, FL 33139 AUTHORIZED REPRESENTATIVE ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. CITY OF MIAMI BEACH OFFICE OF FILM AND EVENT PRODUCTION MANAGEMENT INDEMNITY AGREEMENT FOR SPECIAL EVENTS (Applicant must not leave any sections blank;document must be completed and executed) This Indemnity Agreement made this 134.44 day of Mitt' , 20 22-- by and between the City of Miami Beach, Florida ("City") and a. UGS�N C'o L I- C.- (Legal Name of Entity/ ereinafter referred to as "Indemnitor"); should mirror legal name exactly as it appears on the Certificate of Insurance. b. For use of the following City-owned and/or other property: JSL5 swi"li 6 + ji 0-01 Collins AV c. mitt 3.ecr 33/j 1 (hereinafter referred to as the"Premises"); please list name and physical address. c. For the following Special Event(name of event): Pifer ill�' SLUT' tt/eek ' Thc. SI-)oL'S /Flory.jay/1 Zo L— Mori, Jti/ /0,a a d. For a term commencing on ' ' , and ending on y ("the Term");inclusive of load-in and load-out dates. WITNESSETH: 1. Exculpation and Indemnification Clause: Indemnitor agrees that it will indemnify, hold and save the City of Miami Beach, Florida, its officers, agents, contractors and employees (collectively, also referred to herein as the City), whole and harmless and, at City's option, defend same from and against all claims, demands, actions, damages, loss, costs, liabilities, expenses and Judgments of any nature recovered from or asserted against City on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Indemnitor or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering upon the Premises used hereunder with the express or implied invitation or permission of Indemnitor, or when any such injury or damage is the result, proximate or remote, of the violation by Indemnitor or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind, or when any such Injury or damage may In any other way arise from or out of the use by Indemnitor, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises used hereunder.Indemnitor covenants and agrees that in case the City shall be made party to any litigation against Indemnitor, or in any litigation commenced by a party against any party other than Indemnitor relating to this Agreement or to the Premises used hereunder, then lndemnitor shall and will pay all costs and expenses, including reasonable attorney's fees and court costs,incurred by or imposed upon City by virtue of any such litigation. These terms of indemnification shall be effective unless such damage or injury may result from the sole negligence, gross negligence or willful misconduct of City. This Indemnification shall survive termination or expiration of this Agreement. 1 2. Responsibility for Damage: If the Premises or any portion thereof, or any structure attached thereto, or any equipment, fixture, or other item contained therein shall be destroyed, damaged, marred, altered, or physically changed during the Term in any manner whatsoever, then Indemnitor shall be responsible. Indemnitor is to properly care for all equipment entrusted to Indemnitor during the term of this Agreement and all such equipment so entrusted which Is lost, stolen, or disappeared shall be the sole responsibility of Indemnitor and Indemnitor shall pay the full replacement cost thereof to City. 3. Ordinances and Regulations: Indemnitor shall comply with all applicable laws, statutes and ordinances and all rules and requirements of the City of Miami Beach. Miami-Dade County, State of Florida, and the United States Government, as applicable, including, without limitation the City of Miami Beach Special Event Guidelines, as same may be amended from time to time. Indemnitor shall not admit to the Premises a larger number of persons than the total number designated by the appropriate City Department the number that can safely and freely move about. 4. Insurance: lndemnitor shall, as a condition precedent to being allowed to conduct the Special Event hereunder, deliver to the City of Miami Beach, Office of Film & Event Production Management, located at City Hall, 1700 Convention Center Drive, Miami Beach, Florida 33139: a) Certificate(s) of insurance providing for Comprehensive General Liability insurance with a minimum coverage of one million (81,000,000.00) dollars per occurrence for bodily injury, death, property damage, and personal injury. The policy must also include coverage for contractual liability. If the Indemnitor's activities involve the service and/ or sale of alcohol, then liquor liability in the same amount is also required. The aforestated required liability insurance must name the City of Miami Beach as an additional insured and certificate holder with full mailing address thereon. b) Indemnitor shall also provide poof of Worker's Compensation Insurance if required by Florida law. Indemnitor must check one of the following boxes with regard to Worker's C ompensation: 0 lndemnitor is required to carry Worker's Compensation as required by Florida law a d agrees to provide evidence of such coverage. Indemnitor is not required to carry Worker's Compensation under Florida law. c) The above liability and Worker's Compensation insurance (if required under Florida law) coverage shall be issued by an insurance company duly authorized to do business in the State of Florida and rated B+ VI or better per A.M. Best's Key rating Guide, latest edition. lndemnitor warrants and represents that it has notified its insurance agent of the contents of this Agreement, and has supplied the agent with a copy. d) it is understood and agreed that all coverage provided by the Indemnitor is primary to any insurance or self-insurance program the City has and the lndemnitor and its insurance shall have no right of recovery or subrogation against the City. 7. Other Terms and Conditions: The Indemnitor shall provide, at Indemnitor's sole cost and expense, off-duty City of Miami Beach Police Officers and off-duty City of Miami Beach Firefighters and/or City of Miami Beach Rescue Service, as required by the City of Miami Beach Police and Fire Departments. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 2 IN WITNESS WHEREOF, the Indemnitor by and through its authorized representative, has executed this Agreement this I -7 t day of A , 20 Z2� (this date must match the date on the notarization section below). The undersigned hereby warrants, represents and certifies to the City of Miami Beach that he/she Is the lawful representative of Indemnitor and that he/she has the authority to execute this Agreement by and on behalf of Indemnitor and bind Indemnitor to the terms and conditions herein. INDEMNITOR: D( w r7i'- p (Print name of Legal Entity/Indemnitor) should mirror legal name exactly as it appears on the Certificate of Insurance. BY: (Signature Si n of Indemnitor and/or its authorized representative) Are, e-( Sons 1-c c� 6-1 c'wv>7 rne,-- (Print name and title of person signro�ing) STATE OF FLORIDA )ss: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this II day of ,14.4.t7 ,20 L2 , by Arta,- (Name),as Show(WIYlt,e- (Title) of DCSw (Se.oar U-C, (Name of Legal Entity/Indemnitor), a /0 lei'da corporation (state of incorporation). He/she is personally known to me or has produced Ft apt na r vers c.os— as'dentification. t ublic Name of Notary typed or printed My Commission Expires: APR'l 3o, ?AA.3 96 a._w.0 - sue. 9 TONy LOUIS WHITESIDE `?• r; Notary Public-State of Florida Form Approved I 'I.:WI.=h' o: Commission:GG 326511 My Comm.Expires Apr 30.2023 Legal Department i Bonded through National Notary Assn. • By: 3