AGREEMENT BETWEEN

CITY OF HOLLYWOOD, FLORIDA AND

AEG LIVE SE, LLC FOR

MAJOR EVENTS PRODUCTIONS

This Agreement made and entered into this 2 9 day of &!R ;/ , 2 0 2 0 , by and between the CITY OF HOLLYWOOD, FLORIDA, a municipal corporation of the State of Florida (hereinafter "City") and AEG LIVE SE, LLC (hereinafter "AEG LIVE).

WHEREAS, City issued Request for Proposal No. 4208-09JE (hereinafter the "RFP") for a Major Events Productions; and

WHEREAS, AEG LIVE submitted a proposal in response to the RFP;

NOW, THEREFORE, in consideration of the mutual promises and understandings set forth herein, the parties hereto agree as follows:

ARTICLE I INCORPORATION OF DOCUMENTS

The RFP, including any addenda thereto, the proposal submitted by AEG LIVE, and it applicable, any Purchase Order(s) (hereinafter, collectively, the "RFP Documents") are attached hereto and incorporated herein in their entirety. Except as otherwise provided in this Agreement, the parties shall comply with the terms and conditions set forth in the RFP Documents. To the extent there are any conflicts between the RFP Documents and this document, this document shall control.

ARTICLE I1 INDEMNIFICATION

The parties hereby agree that the following indemnification provision shall govern this Agreement:

AEG LIVE does hereby agree to indemnify and hold harmless the City, its officers, agents and employees from and against any and all loss, damage, claim, demand, liability or expense by reason of any damage or injury to property or person which may be claimed to have arisen as a result of or in connection with the occupancy or use of ArtsPark by AEG LIVE during the course of any event produced or promoted by AEG LIVE pursuant to this Agreement, except that AEG LIVE shall not be liable for damages arising our of injury, loss of life or damage to persons or property to the extent caused by or resulting from the negligence of the CITY, its officers, agents or employees. Such obligation to indemnify and hold harmless shall include all cost, expenses, and liabilities incurred by the CITY in connection with any such claim, suit, action or cause of action, including the investigation thereof and the defense of any action or

proceeding brought thereon and any order, judgment or decree which may be entered in any such action or proceeding or as a result of thereof. Nothing in this Agreement or the RFP Documents shall be construed to affect in any way the City's rights, privileges, and immunities as set forth in Section 768.28, Florida Statutes.

ARTICLE I11 REMEDIES

This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce this Agreement will be held in Broward County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise hereof.

ARTICLE IV SEVERABILITY

If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law; to that extent, any invalid or unenforceable terms and provisions hereof are deemed severable.

ARTICLE V ENTIRETY OF CONTRACTUAL AGREEMENT

This Agreement, together with the attachments hereto, sets forth the entire agreement between the parties, and there are no promises or understandings other than those stated herein. None of the provisions, terms or conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto.

ARTICLE VI NOTICE

All notices required shall be sent by certified mail, return receipt requested. If sent to City, such notices shall be mailed to:

City Manager City of Hollywood 2600 Hollywood Blvd., Rrn. 401 Hollywood, FL 33022

with a copy to: City Attorney City of Hollywood 2600 Hollywood Boulevard, Suite 407 Hollywood, Florida 33020

and if sent to AEG LIVE, such notices shall be mailed to:

AEG Live SE, LLC John Valentino, Sr. Vice President 1800 Australian Avenue South, Suite 201 West Palm Beach, FL 33409

With a copy to: AEG Live SE, LLC 5750 Wilshire Boulevard Suite 501 Los Angeles, CA 90036 Attn: General Counsel

ARTICLE VII THIRD PARTY RIGHTS

Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and AEG LIVE.

ARTICLE VIII SUPPLEMENTAL TERMS AND CONDITIONS

It is understood between the parties that the following terms and conditions supplement those in the RFP Documents:

REVENUE SHARING - Ticket Sales. The City will receive the following share of ticket sales: $1 .OO per ticket sold for events taking place between March 1,201 0 and December 3 1,20 12 $2.00 per ticket sold for events taking place between January 1,201 3 and December 3 1,201 4 $3.00 per ticket sold for events taking place between January 1,201 5 and December 3 1,201 5

Food and Beverage Sales (to include alcoholic beverages). City will receive the following share of food and beverage sales based on gross receipts (net of sales tax) on a per event basis: 5% from $1 to $30,000; plus 6.5% from $30,001 to $40,000; plus 8% from 40,001 to $50,000; plus 10% in excess of $50,000

For clarification, City's share will increase in steps, so for $45,000 in gross receipts, City will receive 5% of the first $30,000, plus 6.5% of the next $10,000, plus 8% of the final $5,000, for a grand total of $2,550.

Merchandise. Merchandise shall include t-shirts, wearing apparel, novelties and similar items. AEG LIVE will negotiate the best percentage it can with each act with the understanding that the norm for such arrangements at the commencement of this agreement is typically 80% of gross sales (net of tax and bootleg security, if any) to the act and 20% to the promoter1 venue. For purposes of this section, "Merchandise Commission" shall refers to the proceeds received by promoterlvenue from such merchandise sales. Merchandise Commission will be applied towards the cost of temporary fencing for each event. The cost of temporary fencing will be split between the City and AEG LIVE on a 50150 basis after the Merchandise Commission is applied to the total temporary fencing cost.

Fencing. Fencing is required for the presentation of gated shows at which an admission charge is in place. Temporary fencing will be used initially to secure the perimeter of the park on an event by event basis. The cost of such temporary fencing will be shared equally between AEG LIVE and the City. The City and AEG LIVE will pursue alternatives to reduce the fencing expense and may negotiate a future amendment to this agreement to address any long term solution agreed upon.

Event Sponsorship. Event sponsorship will not be considered as a revenue source to the City; AEG LIVE will be entitled to retain one hundred percent (1 00%) of the proceeds therefrom.

Venue Naming and Title Sponsorship. AEG LIVE will pursue naming rights and venue title sponsorship opportunities through its international corporate marketing division and will present any proposal to the City. Terms of any such arrangement will be negotiated as a separate agreement. The City reserves the right to reject any such proposal.

Liquor liability Insurance. AEG LIVE will provide, or have a third party concessionaire provide liquor liability insurance naming the City and AEG LIVE as added insureds for each event at which alcoholic beverages will be sold.

Media Rights As between AEG LIVE and City, AEG LIVE shall possess all videolaudio rights for the AEG LIVE promoted events to use in any media, whether now known or hereafter developed. This includes the rights to all photography (still or moving) to use in whatever manner AEG LIVE deems appropriate in AEG LIVE'S sole discretion, including without limitation, the right to sell, market andlor distribute videotapes, DVD's, motion pictures, television programs, internet broadcasts or other media of such events. Subject to approval by the applicable artist(s), AEG LIVE shall make available to City, at no cost, digital or electronic copies of still photographs, and 30 second video clips which will be used solely for promotionallinformational purposes. AEG LIVE shall be responsible for securing any and all licenses, approvals, releases andlor clearances necessary for any exploitation of the videolaudio rights of such AEG LIVE promoted

events. During the term of this Agreement, if requested by AEG LIVE, City shall provide appropriate access to AEG LIVE or its designee, including without limitation, camera or video crews so that AEG LIVE can exercise its media rights. AEG LIVE will comply with the standard City film permit process which requires the production company to provide appropriate insurance and to obtain all relevant permits and inspections for appropriate equipment. A copy of the requirements will be provided to AEG LIVE upon request. AEG LIVE is responsible for securing any and all media production partners. City shall execute any documents reasonably required by the Producers to protect the rights described in this Section. City may use mutually agreed upon video of the events created pursuant to this Section to which AEG LIVE has rights, other than any video of artists or performances, for promotional purposes only. City shall not be allowed to charge or assess any remuneration for its use of such material.

Assignment This Agreement may not be transferred or assigned by AEG LIVE without the prior express written consent of City, however, AEG LIVE may assign this Agreement to any of its parent, affiliate, or subsidiary companies with prior notice to City.

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 AEG LIVE, or as constituting either party or any officer, owner, employee or agent thereof as an agent, representative or employee of the other party for any purpose or in any case whatsoever, and the parties shall not represent to any third parties anything to the contrary of this provision.

Intellectual Property Rights. The parties each grant to the other a limited right to use only for the purposes of advertising and promoting the events under this Agreement, and only during the term of this Agreement, the trademarks, tradenames, sewicemarks, logos, or other identifying mark of the other, and any copyrighted or copyrightable materials which include any marks or names of the other (the "Intellectual Property"). All reproduction and use of the Intellectual Property of either party shall be under the strict control and supervision of the owner. All Intellectual Property supplied to the other party under this Agreement shall belong to and remain the sole property of the owner and neither party shall have or acquire any right to copy, reproduce, publish or use such other party's Intellectual Property except in connection with the specific purposes of and in accordance with this Agreement. Upon termination or expiration of this Agreement, usage of such other party's Intellectual Property shall cease. Upon termination or expiration of this Agreement for any reason, neither party is entitled thereafter to use or refer to the other party's Intellectual Property in any manner. The parties agree to return to each other any Intellectual Property (and all copies thereof) of the other in its possession, as applicable, within ten (10) days of termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands and official seals the day and year first above written.

ATTEST:

City Clerk

APPROVED AS TO FORM & LEGALITY for the use and reliance of the City of

WITNESSED:

Name typed, printed or stamped

Name typed, printed or stamped

Cameron D. Benson, City Manager

AEG LIVE SE, LLC, a Florida limited

N me tLp , printed or stamped Tit USU lor \) c~ p f i > d ~ , ~

AEG L,& sc