BAYFRONT PARK

USE AGREEMENT
THIS BAYFRONT PARK USE AGREEMENT hereinafter referred to as this "Agreement," made this ____
___ day of July 2018, by and between the Bayfront Park Management Trust, a limited agency and instrumentality of
the City of Miami, hereinafter referred to as the "TRUST," and EVENT ENTERTAINMENT GROUP, INC., a
Florida for-profit corporation, with offices located at 201 S. Biscayne Blvd., Suite 800, Miami, Florida 33131,
hereinafter referred to as "USER."

RECITALS

WHEREAS, the TRUST is responsible for the operation, management and maintenance of the CITY (as
defined in Section 2.3) owned park, located at 301 N. Biscayne Blvd., Miami, Florida 33132, and known as Bayfront
Park; and

WHEREAS, USER wishes to use the PARK (as defined in Section 2.8) for the purpose of conducting the
Ultra Music Festival in March of each year commencing in 2019 through 2023, with a potential renewal term thereafter
for the same use through 2028; and

WHEREAS, USER will occupy the PARK for no more than thirty (30) days including load in to load out
as herein defined; and

WHEREAS, the TRUST and USER entered into an agreement (as defined in Section 2.5) relating to the
Ultra Music Festival conducted at the PARK during the period from 2014 through 2018, and the parties desire to enter
into this Agreement to be effective upon approval and execution by the TRUST and the USER. Formal action by the
City of Miami City Commission is required to authorize and accept this Agreement, and are a condition precedent to
this Agreement’s legal efficacy and validity.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the receipt
and sufficiency of which is acknowledged by the parties, the TRUST hereby grants unto USER the privilege of entry
upon and use of the PARK, for the purpose of producing the EVENT, on the terms and conditions set forth in this
Agreement.

1. RECITALS:

The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement.

2. DEFINITIONS:

When used in this Agreement, the following terms shall have the specified meanings:

2.1 ADDITIONAL CHARGES have the meaning given to such term in Section 7.2.

2.2 AGREEMENT has the meaning given to such term in the preamble to this Agreement.

2.3 BAYFRONT PARK MANAGEMENT TRUST is the Board that directs and supervises the Park and
who have such other duties as are set forth in Chapter 38, Article III of the City Code.

2.4 CITY COMMSSION is the local legislative body of the City of Miami who has ultimate control of
the Park and the events held therein.

2.5 CITY means the City of Miami.

 2.6 EVENT means (a) the Ultra Music Festival, to take place at the PARK on the Friday through Sunday
of one weekend (commencing in March of each year from 2019 through 2023 from 4:00 pm to
midnight on Fridays, noon to midnight on Saturdays, and noon to 11:00 p.m. on Sundays. Hours and
dates described herein are firm unless an amendment thereto is mutually agreed upon by the Parties.

2.7 GUARANTEED MINIMUM PAYMENT means the sum that the USER must pay the TRUST for
each EVENT that takes place in the PARK under the terms of this Agreement. The Guaranteed
Minimum Payment includes (but my not be limited to) the Ticket Surcharge Rate and the Use Fee.

2.8 PRIOR AGREEMENT means that certain Bayfront Park Use Agreement dated March 6, 2014
between the TRUST and USER.

2.9 INDEMNITEES mean the CITY and the TRUST, the UNITED STATES CORPS OF
ENGINEERS, and all the CITY'S and the TRUST'S members, officials, officers, agents and
employees.

2.10 LIABILITIES means all losses, costs, penalties, fines, damages, claims, expenses (including
attorney’s fee, interest, and costs), and liabilities.

2.11 PARK means Bayfront Park.

2.12 PREMISES means the entire PARK and such open spaces that may be required by the USER for the
EVENT, and other such facilities of the PARK as may be authorized by the TRUST. Premises does
not include the Bayfront Park/Live Nation Amphitheater, the use of which is authorized under a
separate agreement with Live Nation.

2.13 TICKET SURCHARGE RATE means ticket surcharge rates expressly provided in Section 53-1 of
the Code of the City of Miami, Florida, as amended.

2.14 TRUST has the meaning given to such term in section 2.3 of the Definitions to this Agreement.

2.15 USE FEE means the sum of $797,030.00 beginning in 2019, irrespective of such fee escalators in
subsequent years as are more particularly described in this Agreement.

2.16 USER has the meaning given to such term in the preamble to this Agreement.

2.17 USE PERIOD means the thirty (30) day period inclusive of load in and out that begins at
approximately 7:00 a.m., on or about March 5 of each year of the term and ends at 11:59 p.m., on or
about April 5 of each year of the term.

3. EVENT AND USE PERIOD:

3.1 The EVENT is the Ultra Music Festival, to take place at the Park on the Friday through Sunday on the
fourth (4th) weekend of March, or other date mutually agreed upon, from the year 2019 through 2023
(“Term”). The times for such EVENT days shall be: from 4:00 p.m. to midnight on Fridays, 12:00
noon to midnight on Saturdays, and noon to 11:00 p.m. on Sundays. The aforementioned times shall
be fixed and apply to the EVENT during the Term and any Renewal Period as described herein. The
specific weekend(s) for the EVENT each year shall be designated by USER and TRUST in
conjunction with the notice USER is required to deliver to the TRUST pursuant to Section 9.3 on or
before July 1 each year. Set-up for the EVENT will begin at the beginning of the Use Period and
tear-down will terminate no later than the end of the Use Period. Unless otherwise expressly and
specifically provided hereunder, USER shall be completely responsible for the production,
coordination and management of the EVENT, at its sole cost and expense.
 3.2 The initial term of this Agreement shall upon the date of execution of this Agreement, and shall end
on June 1, 2023. This Agreement may be renewed, at the mutual written agreement of the parties,
subject the approval and ratification of the of the Bayfront Park Management Trust and the Miami
City Commission for one additional five (5) year term (“Renewal Period”) (i.e., relating to EVENTS
in the 2024-2028 period) unless USER or TRUST, in their respective discretions, provides written
notice to the other party, not less than one hundred eighty (180) days prior to the expiration of the
initial term, that such party does not intend to effectuate the Renewal Term. USER may, at its option,
terminate this Agreement at any time and for any reason (or for no reason at all) upon at least 360
days’ notice to the TRUST. In the event of such termination by USER, the provisions of Section 9.3
(with respect to the Damage & Security Deposit) shall be applicable to all other obligations and duties
shall be applicable.

4. PREMISES:

The use of the Amphitheater is not included in the Use Fee described in Section 7.1, and USER shall be required
to pay an additional amount to the TRUST or any other party for the use of the Amphitheater.

Restroom Facilities:

USER hereby agrees to provide adequate portable restroom facilities, which shall be open and
operational during the Use Period.

4.1 Control of Access:

USER hereby agrees that the staff and management of the TRUST, in consultation with the Miami
Police Department and USER, have complete control as to when gates to EVENTS are opened.
USER hereby agrees to respond to any reasonable TRUST request during the Use Period of the
EVENT.

4.2 Sound and Light Checks:

USER hereby agrees that there will be no sound or light checks before the Tuesday of the EVENT
week. Sound and light checks may occur only in the following dates and times: (1) Tuesday of the
EVENT week between the hours of 5:00 p.m. and 9:00 p.m. (2) Wednesday of the EVENT week
between the hours of 5:00 p.m. and 9:00 p.m.; (3) Thursday of the EVENT week between the hours
of 5:00 p.m. and 9:00 p.m.; (4) Friday being the first event day from 3:00 to 4:00 p.m. Soundchecks
will be conducted not to exceed a maximum level of 80 decibels.

Sound Level:

USER understands that the TRUST’S sound policy establishes a maximum level of 110 decibels
measured 60 feet away from each stage. Failure to cure each incident of sound level non-compliance
within five (5) minutes of notification by a TRUST designee will result in a fee of $1,000.00 per
incident.

4.3 Time of Event:

USER hereby agrees the EVENT must end by 12:00 midnight on each day of the EVENT, except
that on any Sunday, the EVENT shall end by 11:00 p.m. These EVENT times shall be subject to the
current existing TRUST and PARK curfew guidelines which are Sunday-Thursday 12:00 p.m. –
11:00 p.m., and Friday and Saturday 12:00 p.m. - Midnight, as may be amended by the TRUST.
USER shall pay a time overage fee of $1,000.00 for every one (1) minute, or a fraction thereof, if the
EVENT continues beyond 12:00 midnight. This overage fee is in addition to all other fees and costs
for which USER is responsible under this Agreement.
 4.4 Alcohol Wrist Band Policy:

USER hereby agrees that if alcoholic beverages are vended at the EVENT, USER will use alcohol
wrist-banding staff to ensure consumers of alcohol are of the appropriate legal drinking age.

4.5 Dispensing of Alcoholic and Non-alcoholic Beverages:

4.5.1 USER shall not sell beverages, alcoholic or non-alcoholic, in glass bottles of any size. USER
shall dispense all beverage products in plastic or paper cups only. However, USER shall be
authorized to sell Red Bull products (or the products of subsequent non-alcoholic beverage
sponsors) in cans not to exceed nine (9) ounces. In addition, the TRUST authorizes USER
to dispense Heineken beer (or the products of subsequent alcoholic beverage sponsors) in
aluminum shaped bottles in the VIP area(s) only. However, under no circumstance shall this
product be taken out of the VIP area(s).

4.5.2 USER hereby agrees to dispense a maximum of two (2) alcoholic beverages per person at
time of purchase.

4.5.3 USER hereby agrees that sales of alcoholic beverages will stop sixty (60) minutes prior to
the end of the EVENT. Sales of non-alcoholic beverages shall not be subject to this
restriction.

4.5.4 USER is responsible to secure all governmental permits and approvals required by applicable
regulations for the sale and dispensation of alcoholic beverages.

4.6 Sponsor’s Signage and Banner Placement:

TRUST hereby agrees that USER may place signage and banners in the PARK during the use period
subject to the approval of the Executive Director. USER is responsible that all signage and banners
are permitted and comply with City and County Sign and Zoning Regulations. USER shall secure all
required permits and approvals for such signage and banners and shall remove all signage and banners
prior to the end of the Use Period.

5. CONDITION OF PREMISES AND REQUIRED RENOVATIONS:

5.1 USER has inspected, or has been given the opportunity to inspect, the PREMISES, prior to execution
of this Agreement, and accepts it in its present condition and agrees to restore and return the same in
the annual pre-load-in condition. The TRUST shall maintain the PARK on a year-round basis,
including good irrigation practices. Specifically, USER agrees that it shall replace or restore to their
original condition, any and all components of the PARK, including but not limited to infrastructure,
grass or trees, including necessary irrigation, if any, and decorative (including statues, historical
markers and Light Tower paint with approved, preparation and specialized paint) and play structures,
which are damaged due to the EVENT. All replacement or restoration shall be in a manner
satisfactory to the TRUST, in the TRUST’s sole discretion. USER shall repair and make the PARK
available for public use immediately after the USE PERIOD. USER shall complete all restoration
no later than June 1 following each EVENT, annually. USER shall make a qualified representative
available (for whom the TRUST shall retain approval rights) to review, discuss and implement a
course of action as a result of damages to the PARK in accordance with the terms mentioned in Section
9.2, Damage & Security Deposit. Should USER fail to complete the PARK’s restoration by June 1
following each EVENT annually, the TRUST shall begin deducting $10,000.00 per day from the
$250,000.00 Damage & Security Deposit for each day the restoration remains incomplete. USER
understands that if the PREMISES are not cleared of any and all production equipment, including
electronics, supplies, and personal property by seven (7) days following the last Sunday performance,
unless it has made other arrangements with the TRUST, a $10,000.00/day fee will be imposed until
the PREMISES have been cleared of production equipment.
6. COMPLIANCE WITH PERMITS AND LAWS:

6.1 USER represents and warrants that during the term of this Agreement, in connection with the EVENT,
it will obtain and maintain all required permits and approvals. The TRUST will assist USER in
obtaining permit(s) from governmental agencies including the Fire Department of the City of Miami.
Fire Department manpower requirements shall be determined by the Fire Department at least ten (10)
business days prior to the EVENT.

6.2 USER represents and warrants that during the term of this Agreement, it will not use or employ the
PREMISES, or any other CITY owned property, to handle, transport, store or dispose of any
hazardous materials and that it will not conduct any activity on the PREMISES or CITY owned
property in violation of any applicable environmental laws.

6.3 USER represents and covenants that it will comply with all applicable laws, codes and ordinances,
including, but not limited to, the Americans with Disabilities Act (“ADA”), all laws prohibiting
discrimination and environmental laws.

6.4 USER represents and warrants that it is aware of the restrictions contained in Sections 22-180 through
22-185 of the Code of the City of Miami entitled “Handbills” and that it will comply with all of the
requirements therein with respect to the distribution of commercial handbills. Should USER fail to
comply, it shall be responsible for the payment of any fine the CITY may impose upon the TRUST.
Payment for fines imposed must be made within ten (10) days of receipt thereof.

6.5 USER accepts this Agreement and hereby acknowledges that USER's strict compliance with all
applicable federal, state and local laws, permits, approvals, ordinances, rules, and regulations
(collectively sometimes referred to as: “laws”) is a condition of this Agreement, and USER, and any
of its employees, agents or performers, shall comply therewith as the same presently exist and as they
may be amended hereafter. This Agreement shall be construed and enforced according to the laws of
the State of Florida.

Any uncured violations of any federal, state and local laws shall subject USER to cancellation of this
Agreement. Uncured violations remain violations that are not cured within 30 days or any lesser period of days
provided in the notice of Default issued to the User.

7. GUARANTEED MINIMUM PAYMNENT; USE FEE:

The Guaranteed Minimum Payment that is hereby agreed to by USER, to be paid by USER to the TRUST per
the Terms of Payment set forth in Section 8 of this Agreement is Two Million Dollars ($2,000,000.00) for each
EVENT that occurs in the PARK under the terms of this Agreement. The Guaranteed Minimum Payment includes,
but may not be limited to, the Ticket Surcharge and the Use Fee as defined in Section 2 of this Agreement. The
Guaranteed Minimum Payment is an unconditional and absolute payment due the TRUST regardless of any ticket
shortfalls, ticket price or sale fluctuations, or the number of tickets sold by the USER for the EVENT. The Guaranteed
Minimum Payment is due as a net payment to the TRUST after any and all service charges, deductions, taxes,
allowable offsets, Additional Charges as described herein, and any similar credits. This Guaranteed Minimum
Payment may exceed the $2,000,000.00 as described above, but shall not be an amount less than such stated figure.
The ticket surcharge as described herein and outlined in Section 53-1 of the Code of the City of Miami, as amended,
shall be applicable to all paid admissions and EVENT tickets sold.

7.1 Subject to adjustment as provided in Section 10.1, in consideration of the use of the PREMISES,
USER shall be responsible for all costs associated with the EVENT, and USER shall compensate the
TRUST by payment of the USE FEE as defined in this Agreement. The USE FEE shall be an initial
amount of Seven Hundred Ninety-Seven Thousand Thirty Dollars ($797,030.00), subject to an
increase of three percent (3%) annually beginning in the third (3rd) year of the Initial term (2021), such
increase applying through year 2028. The aforementioned escalators to the USE FEE result in the
following fee schedule: 2019 - $797,030.00, 2020 – $797,030.00, 2021 – $820,941.00, 2022 –
$845,569.00, 2023 – $870,936.00, and should the Renewal Period described herein be effectuated:
 2024 – $897,064.00, 2025 – $923,976.00, 2026 – $951,695.00, 2027 – $980,246.00, 2028 –
$1,009,653.00 The fee schedule attached as Exhibit “A” is incorporated herein.

7.2 The USE FEE shall include fees for use of the PREMISES on load-in and load-out days and EVENT
DAYS, and fees for use of the parking lot. The USE FEE does not include additional charge.

7.3 USER shall be responsible for all costs involved in the production of the EVENT, including without
limitation: all BMI and ASCAP copyright and license fees, any intellectual property fees , all staffing
and all charges for police, fire rescue, inspectors, building and/or assembly permits, security,
insurance, all utilities, supplies, equipment rental, ticket surcharge, all applicable taxes, including State
of Florida Sales and Use Tax and other services, except those which are furnished by the TRUST and
are included in the USE FEE. Following the conclusion of the EVENT, the TRUST shall invoice
USER for those costs which are paid by USER as pass-through costs pursuant to this Section 7.2, and
USER shall reimburse the TRUST within ten (10) days after USER’s receipt of such invoice(s).
USER may engage any vendor(s) it elects to contract with, and USER is not required to use any
TRUST-approved vendors, except as specifically provided in Schedule 7.2.

8. TERMS OF PAYMENT:

USER shall submit to the TRUST, in the form of wire transfer, cashier's check, or money order, no later than
5:00 p.m. two (2) calendar days prior to the commencement of the EVENT, the Guaranteed Minimum Payment
inclusive of the applicable USE FEE and Ticket Surcharge, and any estimated additional charges, and USER
shall have replenished the Damage & Security Deposit by the dates outlined herein. The ticket surcharge shall
be payable as required in Section 10.1.

9. DAMAGE & SECURITY DEPOSIT:

9.1 The Damage & Security Deposit shall be in the amount of $250,000.00 and shall be subject to the
applicable terms of this Agreement. The TRUST shall apply any remaining balance of the Damage
& Security Deposit held by the TRUST under the Prior Agreement to the Damage & Security Deposit
under this Agreement, and any balance of the Damage & Security Deposit held by the TRUST under
this Agreement shall be returned to USER upon the expiration of same. The Damage & Security
Deposit is intended to secure performance of all of USER’S obligations hereunder. In addition, the
Damage & Security Deposit is intended to secure USER’S request for future dates in 2020 through
the end of the term of this Agreement.

9.2 A joint inspection of the PREMISES by the parties will be made within two (2) business days after
the completion of EVENT, wherein the short-term and long-term repairs to the PARK will be
identified. The Damage & Security Deposit will be held by the TRUST until such time as all the
repairs are completed or it is depleted by USER’s failure to complete the restoration within the allotted
time. The Damage & Security Deposit shall also be applied toward payment of any fees or costs
assessed against the PARK, the CITY or the TRUST for activities and operations of USER directly
resulting from the EVENT hereunder, or directly arising from the EVENTS. In the event the amount
necessary to repair the damages or satisfy USER’s obligations hereunder exceeds the Damage &
Security Deposit, then USER agrees to pay the balance to the TRUST within ten (10) business days
of the TRUST'S written request.

9.3 USER further agrees to inform the TRUST on or before July 1 of each year of its intentions for the
subsequent dates for the immediately following year. If USER affirms its intention of holding the
EVENT, the Damage & Security Deposit will be held to secure performance of all USER’s
obligations. USER’s failure to inform the TRUST of USER’s intention of usage by July 1 of each
year shall not be deemed an affirmation by USER of its intention to use the PARK. Cancellation of
the EVENT after USER’S affirmation to the TRUST of its intention to use the PARK shall result in
forfeiture of the Damage & Security Deposit.
 9.4 Similarly, in the event the Damage & Security Deposit falls below $2,500,000.00 after USER
completes all necessary repairs to the PARK, USER shall replenish up to the full amount of
$250,000.00 within ten (10) business days of the TRUST’S written request.

10. TICKETS:

10.1 TICKET SURCHARGE:

USER agrees to pay to the TRUST all applicable ticket surcharges as stated in Section 53-1, of the
Code of the City of Miami and ordinance 10509 of the City of Miami, as may be amended. The
amount of the ticket surcharge shall be paid, separate and apart from the USE FEE, not later than
ten (10) days following the conclusion of the EVENT.

10.2 COMPLIMENTARY TICKETS:

USER shall have right to distribute up to 1,000 complimentary tickets per each EVENT day for
promotional use without payment of a ticket surcharge

Complimentary tickets distributed by the USER in excess of 1,000 per each EVENT day shall have
a face value of not less than the highest priced general admission ticket of each EVENT year, and
will be subject to payment of the ticket surcharge on that face value.

10.3 TICKET POLICY:

10.3.1 USER agrees that all ticketed events in the PARK will be audited by the TRUST'S Box
Office Auditor and/or Manager. There will be no exceptions.

10.3.2 USER agrees to submit a valid ticket manifest prior to the opening of the gates. There will
be no exceptions. The TRUST'S Box Office Manager and/or Auditor will report
compliance or lack of compliance to the executive staff prior to the gates being opened on
day of the EVENT.

10.3.3 Failure to provide a valid ticket manifest may result in a non-compliance fee as outlined
below. The fee will be assessed on all tickets counted by the TRUST, including
complimentary tickets.

1,000 to 9,999 tickets - $1,000.00 non-compliance fee

10,000 to 19,999 tickets - $2,000.00 non-compliance fee
20,000 + tickets - $3,000.00 non-compliance fee

10.4 In the event that USER employs a ticket scanning method (including barcode, RFID and other scanning
technologies):

10.4.1 TRUST ticket scanning personnel will not tear tickets in half and a drop count will not be
used.

10.4.2 USER shall provide sufficient back-up scanners in the event of any scanner malfunction.
In the event of a complete scanner failure, the TRUST may use alternative methods to
maintain accurate counts of patrons attending the EVENT.

10.4.3 USER will provide the TRUST with a laptop loaded with a ticketing program that will
track the scanned tickets making it possible to know how many patrons are in the facility
at any time. Such method will apply to Section 10.5 below.
 10.5 In the event that the show’s tickets are sold out, the TRUST and USER agree to the following:

10.5.2 Ticket counting staff will not be required; and

10.5.3 USER will pay the TRUST the ticket surcharge as provided in Section 10.1.

10.6 USER agrees to pay all applicable taxes and service charges related to tickets.

10.7 The current maximum capacity for the Event is 55,000 persons.

11. ADVERTISING:

All advertising for EVENT must state Bayfront Park, 301 N. Biscayne Boulevard, Miami, Florida 33132.

12. FOOD & ARTS & MERCHANDISE LOCATIONS:

The TRUST and the Fire Marshall of the City of Miami reserve the right to designate the location of all food
and craft booths for the EVENT with proper and advance notification to USER.

13. SECURITY:

USER shall provide, at USER’S cost, all necessary perimeter/t-shirt event security and police officers to be
determined by the City of Miami Police Department and the TRUST. In addition, the TRUST may require
extra fencing or security if it deems it necessary.

14. CATERING:

USER, at its own cost, shall provide catering, food and beverages and the cleanup of the designated food area
during the EVENT. The TRUST retains the right to hire, at USER’S cost and expense, a Concession
Coordinator, whose responsibility will be to oversee and approve the coordination of all concession operators,
and to report to the TRUST and require immediate correction of any acts that do not conform to this Agreement,
including, but not limited to, the adherence of all State, County, Municipal and TRUST health codes, rules and
regulations.

15. INSURANCE; BONDING:

USER shall obtain and maintain in force for the USE PERIOD, General Liability Insurance on a
Comprehensive General Liability Form or an equivalent policy form in the amount of coverage deemed
acceptable by the City of Miami Risk Management Administrator for bodily injury and property damage
liability, as set forth on Exhibit B, which is attached hereto and made a part of this AGREEMENT.

The CITY, the TRUST, and the Army Corps of Engineers shall be named "Additional Insured" on all policies.
Any questions regarding insurance should be directed to the TRUST. The TRUST will liaise between the City
of Miami Risk Administrator and USER concerning questions regarding insurance.

USER shall furnish all insurance certificates required by the City of Miami Insurance Administrator no later
than ten (10) days prior to the commencement of the USE PERIOD.

USER shall post prior to inception of this Agreement and will maintain in place throughout the term of the
Agreement inclusive of any Renewal Period for at least a year following expiration or cancellation of the
Agreement a payment and performance bond in substantially the form prescribed by Florida Statute 255.05
guaranteed to the TRUST and the City the User’s performance of and payments of all obligations and duties
under this Agreement. The TRUST and the CITY will be named be named beneficiaries of the Bond. The
bonding company shall be rated A:V or better per A.M Best’s Key Rating Guide. The Bonds shall be in the
amount of $1,0000,000.00 and shall be subject to the approval of the City Risk Management Director.
16. INDEMNIFICATION:

USER agrees to indemnify, defend (at its own cost and expense), covenant not to sue, and hold harmless the
Trust, the City, their respective officers, officials, and employees and the U.S. Army Corps of Engineers
(hereinafter collectively referred to as the “INDEMNITEES”) from and against all Liabilities arising out of,
resulting from, or in connection with (i) the EVENT, the use of the PREMISES and/or performance of any
renovation to the PREMISES, (ii) the performance or non-performance of this Agreement, whether it is, or is
alleged to be, directly or indirectly caused, in whole or in part, by any act, omission, default or negligence
(whether active or passive) of the Indemnitees, or any of them (except for the intentional, criminal or wrongful
acts, or gross negligence or willful misconduct committed by such Indemnitees), or (iii) the failure of USER
to comply with any of the provisions contained herein, or to conform to statutes, ordinances, or other rules,
conditions of approval, permits or regulations or requirements of any governmental authority, federal or state,
in connection with the performance of this Agreement, including , without limitation all actions and omissions
by the USER taken as a result of or in connection with this Agreement. This Indemnification shall cover
liabilities in tort, liabilities in contract, liabilities alleging statutory or regulatory violations including, but not
limited to claims resulting from noise, light, nuisance, traffic, and/or liabilities derived from any other actions
or omissions alleged to impact the quiet enjoyment of residents, tenants, or commercial entities in the
Downtown Business District, surrounding neighborhood, or otherwise who reside within 1 mile of the Park.
USER expressly agrees that this indemnification shall include all personnel of the TRUST and CITY, on and
off-duty police officers, and fire personnel rendering services in connection with the EVENT. In addition,
USER expressly agrees to indemnify, covenant not to sue, and hold harmless the Indemnitees, or any of them,
from and against all Liabilities which may be asserted by an employee or former employee of USER, or any
of its subcontractors, agents, representatives, or consultants as provided above, for which USER’s liability to
such employee or former employee would otherwise be limited to payments under state Workers’
Compensation or similar laws. This Indemnification provision shall survive the expiration, termination, failure
to renew, or cancellation of this Agreement and shall continue in effect until the expiration of the corresponding
statute of limitations or the tolling thereof. The word Liabilities used in this Section includes claims and actions
relative to the Liabilities.

17. RISK OF LOSS:

Except as set forth in the following sentence, the CITY, the TRUST, the U.S. Army Corps of Engineers, and
the Indemnitees as described above, assume no responsibility whatsoever for any person or property that enters
the PREMISES as a result of, or in connection with, the EVENT. In consideration of the execution of this
Agreement by the TRUST, USER releases the CITY, the U.S. Army Corps of Engineers, the TRUST, and the
Indemnitees from any and all liability for any loss, injury, death, theft, damage or destruction to any persons or
property to include, without limitation, those described above in Section 16 Indemnification which may occur
in or about the PREMISES. To the extent allowed by Florida Statute 768.28, USER does not agree to release
the CITY or the TRUST for any and all liability to the extent such liability is determined to be due to the
intentional or willful misconduct or gross negligence of the CITY or the TRUST, or their respective employees
or agents.

18. DEFAULT PROVISION:

In the event USER shall fail to comply with any material term and condition of this Agreement or shall fail to
perform any of the material terms and conditions contained herein, then the TRUST, at its sole option and in
addition to all other rights and legal remedies available to it by law, upon written notice to USER, may cancel
and terminate this Agreement (after providing USER with written notice of any material breach by USER and
after allowing USER an opportunity of thirty (30) days to cure such material breach or default), and all
payments, advances, or other compensation paid by USER pursuant to this Agreement, shall be forthwith
retained by the TRUST.

19. AWARD OF AGREEMENT:

USER represents and warrants to the TRUST that it has not employed or retained any person or company
employed by the TRUST to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed
 to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon the
award of this Agreement.

20. PUBLIC RECORDS:

USER understands that the public shall have access, at all reasonable times, to all documents and information
pertaining to TRUST contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow
access by the TRUST and the public to all documents subject to disclosure under applicable laws. USER’s
failure or refusal to comply with the provisions of this section shall result in the TRUST’S immediate
cancelation of this Agreement. USER acknowledges that this termination is not subject to cure provisions
contained elsewhere in this Agreement.

21. NONDISCRIMINATION:

USER shall not discriminate against any persons on account of race, color, sex, gender, religion, creed,
ancestry, national origin, age, disability, or marital status in the use of the PREMISES.

22. AUTHORIZED PERSONNEL:

The TRUST shall have authorized representatives with decision making authority, reasonably available at all
reasonable times throughout the USE PERIOD for consultation with USER, as requested.

23. AUTHORITY TO EXECUTE AGREEMENT:

Each party represents to the other that it has the power to enter into this Agreement and that the consent of no
other person or entity is required in connection therewith, except as otherwise provided, and this Agreement
constitutes a valid and binding obligation of each party in accordance with the terms hereof.

This Agreement is subject to the separate review and approval of the Miami City Commission as an express
condition precedent to its validity.

24. RELATIONSHIP OF PARTIES:

This Agreement shall not be deemed or construed to create any agency relationship, partnership, or joint
venture between the CITY, the TRUST and USER.

25. NOTICES:

Notices required under this Agreement shall be deemed to be given when hand-delivered (with receipt
therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested.

AS TO USER: AS TO THE CITY:

General Counsel City Manager
Event Entertainment Group, Inc. City of Miami
201 S. Biscayne Blvd., #800 3500 Pan American Drive
Miami, Florida 33131 Miami, Florida 33133

AS TO THE TRUST:
Executive Director
Bayfront Park Management Trust
. 301 N. Biscayne Blvd.
Miami, Florida 33132
 WITH A COPY TO:
City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
Miami, Florida 33130

26. GOVERNING LAW/VENUE:

This Agreement shall be construed according to the laws of the State of Florida and venue shall be in Miami-
Dade County. Venue for any and all claims or controversies that may arise as a result of this Agreement shall
be heard in a court of competent jurisdiction in Miami-Dade County, Florida.

27. CONFLICT OF INTEREST:

USER is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter
2, Article V), of Miami-Dade County, Florida (Code of Miami-Dade County, Florida, Section 2-11.1) and of
the State of Florida (as set forth in Florida Statutes) and agrees it will fully comply in all respects with the terms
of said laws and any future amendments.

28. FORCE MAJEURE:

The parties shall not be liable to the other for any failure to perform their respective obligations where such
failure is caused by conditions beyond their respective control, including, but not limited to, Acts of Nature
(including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign
enemies, events in foreign countries that affect the parties, its citizens, hostilities (whether war is declared or
not), civil war, rebellion, revolution, insurrection, riots, street celebrations or protests, military or usurped power
or confiscation, terrorists activities, nationalization, government sanctions or restrictions, blockage, embargo,
labor dispute, strike, lockout or interruption, or the failure of services such as electricity or telephone.

29. ASSIGNMENT:

Except as otherwise specifically provided, USER may not voluntarily or by operation of law, assign, encumber,
pledge or otherwise transfer (“Assign”) all or any part of USER’s interest in this Agreement. Any attempt by
USER to Assign all or any part of its interest and any attempt to subcontract its management duties hereunder
(except as otherwise specifically provided and allowed in this section) shall be void and of no force or effect
(and the parties acknowledge that the foregoing is not intended, and shall not apply, to the delegation of those
usual and customary production duties of USER as an event organizer). In the event of any assignment,
transfer, encumbrance or subcontract, USER shall remain liable for all obligations hereunder and the transferee
shall be jointly and severally liable for all obligations thereafter arising under this Agreement. Any transfer of
a controlling interest in USER (whether in a single transaction or multiple transactions) shall be considered an
assignment of this Agreement. USER recognizes that the CITY and/or the TRUST identified USER to be the
contracted entity in this Agreement based on USER’s experience and specific qualifications in operating this
EVENT.

29.1 Notwithstanding the foregoing, USER shall have the right to assign or transfer this Agreement to any
of the following (each a “Transferee”):

29.1.1 a successor entity arising from the purchase of, or merger or consolidation; or

29.1.2 an entity that purchases substantially all of the assets of USER, provided in either case all
of the following conditions are met:

29.1.2.1 The Transferee has a Tangible Net Worth in excess of $5,000,000;

29.1.2.2 The Transferee has not less than five (5) years’ experience in producing and
 promoting similar live entertainment events internationally, nationally or
regionally (meaning operating not less than five (5) live entertainment events
in multiple states or countries during such five (5) year period);

29.1.2.3 USER and the Transferee shall execute an instrument pursuant to which the
Transferee assumes all obligations thereafter arising and USER
acknowledges its joint and several liability for all such obligations;

29.1.2.4 In Executive Director’s reasonable written determination, the Transferee has

a good reputation for producing events similar in nature and is an appropriate
manager for the EVENT. Executive Director shall advise USER in writing
whether or not this condition 29.1.2.4 has been met within sixty (60) days
after having received such information as Executive Director shall reasonably
request to make the determination. If Executive Director does not advise
USER that the Transferee is unacceptable within such sixty (60) day period,
this condition 29.1.2.4 shall be deemed satisfied. In the event Executive
Director advises USER in writing (“Executive Director’s Notice”) that this
condition 29.1.2.4 has not been met and, if conditions 29.1.2.1, 29.1.2.2 and
29.1.2.3 have been met, then and in that event, USER shall have the right to
terminate this Agreement by written notice (“Termination Notice”) to
Executive Director given within thirty (30) days after the date of Executive
Director’s Notice, time being of the essence. USER’s failure to deliver the
Termination Notice within thirty (30) days after Executive Director’s Notice
shall irrevocably constitute USER’s waiver of its right to terminate. Upon
termination of this Agreement under this section, USER shall be entitled to
the return of its Security Deposit within ten (10) days of USER’s request
therefor. The Transferee shall have to sign an Assignment and Assumption
Agreement in a form acceptable to the Trust and the City, which will be
subject to the approval of the Trust and the City Commission.

The provisions above shall not prevent USER in the performance of its business to grant licenses and enter into
concessions and service agreements for the EVENTS. Specifically, USER is authorized to subcontract non-
management duties to vendors, so long as such vendors agree to the insurance and indemnification provisions
contained herein, or USER agrees to cover any such vendor pursuant to its insurance and indemnification obligations.

(SIGNATURE PAGE FOLLOWS)

 IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate official
executed this Agreement, this the day and year first written.

ATTEST: BAYFRONT PARK MANAGEMENT TRUST,

a limited agency and instrumentality
of the City of Miami

By: By:
Jose Gell
[Administrative Officer] Interim Executive Director

APPROVED AS TO INSURANCE APPROVED AS TO FORM AND

REQUIREMENTS: CORRECTNESS:

By: By:
Ann-Marie Sharpe, Director Victoria Méndez
Risk Management City Attorney

ATTEST: EVENT ENTERTAINMENT GROUP, INC.

By: By:
FAIBISCH, RUSSELL C
Witness -sign above & print name below Director, President, CEO, Secretary
_____________________________

By:

Witness, Sign above & print name below

 EXHIBIT A
Fee Schedule
 EXHIBIT B

Insurance Requirements

I. Commercial General Liability

A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Personal and Adv. Injury $1,000,000
Products/Completed Operations $1,000,000

B. Endorsements Required
City of Miami, Bayfront Park Management Trust, Army Corps of Engineers, and each of their
respective Parent Entities, Members, Partners, Affiliates, Divisions and Subsidiaries, and each of
their Respective Officers, Directors Employees, Volunteers, Authorized Agents, and
Representatives listed as an additional insured.
Contingent and Contractual liability
Premises and Operations Liability
II. Business Automobile Liability

A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non-Owned Autos
Any One Accident $ 1,000,000

B. Endorsements Required
City of Miami, Bayfront Park Management Trust, Army Corps of Engineers, and each of their
respective Parent Entities, Members, Partners, Affiliates, Divisions and Subsidiaries, and each
of their Respective Officers, Directors Employees, Volunteers, Authorized Agents, and
Representatives listed as an additional insured.
Contingent and Contractual liability
Premises and Operations Liability
III. Worker’s Compensation (IF APPLICABLE)
Limits of Liability
Statutory-State of Florida
Employer’s Liability

A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit

IV. Liquor Liability (IF APPLICABLE)

A. Limits of Liability
Each occurrence $1,000,000
Policy Aggregate $1,000,000
 City of Miami, Bayfront Park Management Trust, Army Corps of Engineers, and each of their
respective Parent Entities, Members, Partners, Affiliates, Divisions and Subsidiaries, and each of
their Respective Officers, Directors Employees, Volunteers, Authorized Agents, and
Representatives listed as an additional insured.
Contingent and Contractual liability
Premises and Operations Liability
V. Umbrella Liability (Excess Follow Form including liquor)

A. Limits of Liability
Each occurrence $9,000,000
Policy Aggregate $9,000,000

City of Miami, Bayfront Park Management Trust, Army Corps of Engineers, and each of their
respective Parent Entities, Members, Partners, Affiliates, Divisions and Subsidiaries, and each of
their Respective Officers, Directors Employees, Volunteers, Authorized Agents, and
Representatives listed as an additional insured.
Contingent and Contractual liability
Premises and Operations Liability
With respect to the Liquor Liability and Umbrella Liability (Excess Following Form Including Liquor), USER
shall maintain, at all times during the term of this Agreement, the insurance requirements as required under Sections
IV and V of this Exhibit B, have the option to either (i) directly procure and maintain the liquor coverage in the
specified limits required under such Sections IV and V; or (ii) USER shall cause USER’s contracted beverage
concessionaire to procure and maintain the same level of insurance coverage under such Sections IV and V, including
liquor coverage in the specified limits required.

• Note: The City and Bayfront Park Management Trust reserve the right to require umbrella liability
with limits acceptable to the City and Bayfront Park Management Trust. USER shall comply with this
requirement when applicable, and further agrees list the City and Bayfront Park Management Trust
as an additional insured on this coverage. USER also agrees to furnish the City and Bayfront Park
Management Trust with copies of all applicable policies and endorsements relative to the event in
question within (10) days of such request.

Bayfront Park Management Trust, 301 N. Biscayne Blvd Miami, Florida 33132, and the City of Miami 444
S.W. 2nd Avenue Miami, Florida 33130 shall appear listed as the “Certificate Holder;"

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.
 EXHIBIT C
Additional Charges

1. City of Miami Police

2. City of Miami Fire Rescue
3. Light Pole, Benches, Bike Racks Removal/Reinstall
4. Chain Link Fence Removal
5. Solid Waste Trash Hauling
6. Solid Waste Downtown
7. Overtime Fees
8. Taxes
9. Tents (to the extent provided by the TRUST)
10. Tables (to the extent provided by the TRUST)
11. Chairs (to the extent provided by the TRUST)
12. Electrician(s)
13. Box Office personnel
14. Beer/Alcohol location fees
15. Food/Sosa location fees
16. Arts/merchandise location fees
17. Amphitheater electricity
18. Sound reading personnel
19. Trash bags
20. Cleaning supplies; hand towels and/toilet paper
21. Drums/oil containers and/or disposal fees

17