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HomeMy WebLinkAboutExhibit-MOU SUBs k demi 0Y1101A,1 ce- : /1 60,1144174. MEMORANDUM OF UNDERSTANDING BETWEEN FORMULA E AND THE CITY OF MIAMI This Memorandum of Understanding (hereinafter "MOU") is made and entered into this day of , 2014 by and between the FIA Foiniula E Championship and Andretti Formula E LLC (hereinafter collectively "Formula E"), and the City of Miami, a municipal corporation (hereinafter "City"). RECITALS WHEREAS, Formula E has a vision of serving as a framework for research and development around the electric vehicle, accelerating general interest in electric cars and promoting sustainability; and WHEREAS, Formula E wishes to hold a Championship in the City to promote and display electric vehicles; and WHEREAS, Formula E sets forth safety as being of paramount importance in all aspects; and WHEREAS, the City shares the vision of the FIA Formula E Championship and wishes to promote that vision by hosting FIA Formula E Championship races in the City; NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, Formula E and the City agree as follows: ARTICLE I PURPOSE The purpose of this MOU is to provide a mutual understanding of the FIA Formula E Championship's and the City's desire to have the City host five (5) FIA Formula E Championship races yearly over the next five (5) years, from 2015 through 2019. ARTICLE II TERM OF THE MOU 2.1 The term of this MOU shall commence on the last date of execution by the parties and continue until April 30, 2019, or upon completion of the fifth FIA Formula E Championship race, whichever shall occur first. 2.2 The parties agree that time is of the essence in the performance of each and every obligation under this MOU. ARTICLE III RESPONSIBILITIES OF THE PARTIES 3.1 City's Responsibilities. The City hereby agrees as follows: (a) Subject to compliance with the terms of this agreement by Formula E, the City will host one (1) Formula E championship race per year, each year from 2015 through 2019, for a total of five (5) races. (b) City will review all applications for permits and street closures submitted by Formula E. 3.2 Formula E's Responsibilities. Formula E hereby agrees as follows: (a) Formula E will conduct one (1) Formula E championship race per year, each year from 2015 through 2019, for a total of five (5) races. (b) Formula E will submit all applications for permits, street closures, and other plans to the appropriate City officials and departments allowing sufficient time for the City to review said plans. (c) Formula E will be required to obtain, at their own expense, all governmental approvals and necessary permits, at the regular fees prescribed, and comply with all laws, codes, ordinances, rules and regulations that would apply to Formula E Championship and other related activities. (d) Formula E will have, at their sole cost and expense, appropriate police, fire, and emergency personnel on site at all times before, during, and after the races. (e) Formula E will comply with all terms of this agreement. ARTICLE IV PROJECT MANAGEMENT AND NOTICE 4.1 The Event Organizer's Manager for Formula E is Alejandro Agag, 3 Shortlands. 9th Floor, Hammersmith, W6 8DA, United Kingdom, telephone number ( 44-785- 797-7805. The Special Events Manager for the City is Vicente Betancourt telephone number (305) 416-1072. The parties shall direct all matters arising in connection with the performance of this MOU, other than notices, to the attention of the Managers for attempted resolution or action. The Managers shall be responsible for overall coordination and oversight relating to the performance of this MOU. 4.2 All notices, demands, or other communications to Formula E under this MOU shall be in writing and shall be deemed received if sent by certified mail to: Formula E 3 Shortlands, 9th Floor Hammersmith, W6 8DA, United Kingdom Attn: Alejandro Agag All notices, demands, or other communications to the City under this MOU shall be in writing and shall be deemed received if sent by certified mail to: City of Miami 3500 Pan American Drive Miami, Florida 33133-5504 Attn.: Vicente Betancourt All notices required by this MOU shall be considered delivered upon receipt. Should any party change its address, written notice of such new address shall promptly be sent to the other parties. ARTICLE V INDEMNIFICATION 5.1 Formula E shall indemnify, defend, and hold harmless the City, the Bayfront Park Management Trust, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by any negligent act or omission, failure to comply with any law, code, ordinance, rule or regulation, or applicable safety measure, or misconduct of Formula E and persons employed or utilized by Formula E in the performance of this MOU. Formula E shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term trial, or cancellation of this MOU. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, Formula E shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City Attorney. Formula E expressly understands and agrees that any insurance protection required by this MOU or otherwise provided by Formula E shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Formula E to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by Formula E, or persons employed or utilized by Formula E. This indemnity will survive the cancellation or expiration of the MOU. This Indemnification will be interpreted under the laws of the State of Florida. Formula E shall require all Sub- Contractor agreements to include a provision that they will indemnify the City. Formula E agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of Formula E in which the City participated either through review or concurrence of Formula E's actions. In reviewing, approving or rejecting any submissions by Formula E or other acts of Formula E, the City in no way assumes or shares any responsibility or liability of Formula E or Sub- Contractor, under this MOU. ARTICLE VI INSURANCE 6.1 The required insurance coverage is attached as Exhibit A. It is understood by both parties that this is a proposal of insurance that will be bound by Andretti Sports Marketing (ASM) and Formula E prior to the event. As such, this MOU between the City of Miami and Formula E, along with the ensuing special event permit, will be subject to and contingent on the completion of insurance agreements and issuance of Certificates of Insurance (COI) naming the City of Miami, et al, as stated on the summary of proposed coverage. 6.2 The City reserves the right to request copies of all insurance policies, including all applicable endorsements in connection with this Memorandum of Understanding ARTICLE VII TERMINATION/REMEDIES 7.1 If any party fails to fulfill its obligations under this MOU in a timely and proper manner, the other parties shall have the right to terminate their participation under this MOU by giving written notice of any deficiency. The party in default shall then have thirty (30) calendar days from receipt of notice to correct the deficiency. If the defaulting party fails to correct the deficiency within this time, this MOU shall automatically teiiuinate at the expiration of the thirty (30) day time period without the necessity of further action. 7.2 Not withstanding any term, provision, or condition to the contrary, Aany party may terminate this MOU at any time for convenience upon thirty (30) calendar days prior written notice to the other party. Any such termination shall be effected by delivery to the other of a Notice of Termination specifying the extent to which performance of work under the MOU is terminated, and the date upon which such termination becomes effective. 7.3 In the event a dispute arises which the parties cannot resolve between themselves, the parties shall have the option to submit to nonbinding mediation. The mediator or mediators shall be impartial, shall be selected by parties, and the cost of the mediation shall be borne equally by the parties. The mediation process shall be confidential to the extent permitted by law. 7.4 This MOU has no third -party beneficiaries (intended or incidental), who may enforce obligations of any party should the MOU be terminated. ARTICLE VIII RECORDS RETENTION/OWNERSHIP 8.1 Formula E will keep adequate records and supporting documentation, which concern or reflect its responsibilities hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, as amended, including without limitation Section 119.0701, as applicable, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation will be retained by Formula E for a minimum of five (5) years from the date of termination of this MOU or the date the races are completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this MOU and during the five (5) year period noted above; provided, however such activity shall be conducted only during normal business hours 8.2 Formula E and the City shall allow public access to all project documents and materials it maintains in accordance with the provisions of Chapter 119, Florida Statutes, as amended, including without limitation Section 119.0701. Should Formula E assert any exemptions to the requirements of Chapter 119 and related statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be both upon Formula E, at its own cost and expense. ARTICLE IX STANDARDS OF COMPLIANCE 9.1 Formula E and its employees, subcontractors, partners or assigns, shall comply, at their expense, with all applicable federal, state, and local laws and regulations, including without limitation building, zoning, special permit, street closure, and public safety, relating to the performance of this MOU to which their activities are subject. This will apply to the requirements of any federal, state, county, or city agency or instrumentality having jurisdiction over the activities involved in the Formula E Championship. 9.2 All parties assure that no person shall be excluded on the grounds of race, color, creed, national original, handicap, age, sex, marital status, or sexual preference, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this MOU. All parties shall take all measures necessary to effectuate these assurances. 9.3 Formula E understands that agreements between private entities and local governments are subject to certain laws and regulations, including but not limited to laws pertaining to public records, conflict of interest, and record keeping. The City and Formula E agree to comply with and observe all applicable laws, codes, and ordinances as they may be amended from time to time. ARTICLE X RELATIONSHIP BETWEEN THE PARTIES 10.1 Formula E and the City are independent contractors. No party is an employee or agent of any other party. Nothing in this MOU shall be interpreted to establish any relationship other than that of independent contractors, between Formula E and the City, or between their respective employees, agents, subcontractors, partners, or assigns, during or after the performance of this MOU. ARTICLE XI AWARD OF AGREEMENT Formula E represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this MOU 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 or in connection with the award of this Agreement. ARTICLE XII NO CONFLICTS OF INTEREST 12.1 Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Formula E hereby certifies to City that no individual member of Formula E, no employee and no subcontractor under this MOU nor any immediate family member of any of the same is also a member of any board, commission or agency of the City. Formula E hereby represents and warrants to the City that throughout the term of this MOU, Formula E, its employees and its subcontractors will abide by this prohibition of the City Code. ARTICLE XIII GENERAL PROVISIONS 13.1 Notwithstanding any provisions of this MOU to the contrary, the parties shall not be held liable for any failure or delay in the performance of this MOU that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, acts of God, or for any other cause of same character which is unavoidable through the exercise of due care and beyond the control of the parties. Failure to perform shall be excused during the continuance of such circumstances, but this MOU shall otherwise remain in effect. 13.2 In the event any provisions of this MOU shall conflict, or appear to conflict, the MOU, including all exhibits, attachments and all other documents specifically incorporated by reference, shall be interpreted as a whole to resolve any inconsistency. 13.3 Failures or waivers to insist on strict performance of any covenant, condition, or provision of this MOU by the parties, their successors and assigns shall not be deemed a waiver of any rights or remedies, nor shall it relieve the other parties from performing any subsequent obligations strictly in accordance with the term of this MOU. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought. Such waiver shall be limited to provisions of this MOU specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 13.4 Should any term or provision of this MOU be held, to any extent invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not affect any other term or provision of this MOU, to the extent that the MOU shall remain operable, enforceable and in full force and effect to the extent permitted by law. 13.5 This MOU may be amended only with the written approval of the parties hereto. 13.6 This MOU states the entire understanding and agreement between the parties and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between the parties with respect to the subject matter of this MOU. The parties recognize that any representations, statements or negotiations made by the staff of either party does not suffice to legally bind either party in a contractual relationship unless they have been reduced to writing and signed by their authorized representative(s). This MOU shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. 13.7 This MOU is subject to the prior review and approval of the Miami City Commission. 13.8 This MOU is simply a mechanism for the conduct of the FIA Formula E Championship and conveys no interest in real estate, and no right to possess or occupy any real estate. IN WITNESS WHEREOF, the parties or their duly authorized representatives hereby execute this MOU on the date first written above. By: ATTEST: Todd Hannon, City Clerk Alejandro Agag Manager CITY OF MIAMI, a municipal corporation of the State of Florida By: City Clerk Daniel J. Alfonso City Manager Approved as to Approved as to legal form and Insurance Requirements: correctness: By: By: Ann -Marie Sharpe Victoria Mendez, City Attorney Risk Management Director MEMORANDUM OF UNDERSTANDING BETWEEN FORMULA E AND THE CITY OF MIAMI This Memorandum of Understanding (hereinafter "MOU") is made and entered to this day of , 2014 by and between the FIA Formula E Ch mpionship and Andretti Formula E LLC (hereinafter collectively "Formula E"), and the of Miami, a municipal corporation (hereinafter "City"). RECITALS WHES, Formula E has a vision of serving as a framework for research and development aro + the electric vehicle, accelerating general interest in electric cars and promoting sustainabi ; and WHEREAS, Fon . la E wishes to hold a Championship in the City to promote and display electric vehicles d WHEREAS, Formula E ' is forth safety as being of paramount importance in all aspects; and WHEREAS, the City shares the ision of the FIA Formula E Championship and wishes to promote that vision by hosting F Formula E Championship races in the City; NOW THEREFORE, in consideratio , of the promises and mutual covenants contained herein, Formula E and the City agree a ollows: ARTICLE I PURPOSE The purpose of this MOU is to provide a mutual . nderstanding of the FIA Formula E Championship's and the City's desire to have th City host five (5) FIA Formula E Championship races yearly over the next five (5) ye.es, from 2015 through 2019. ARTICLE II TERM OF THE MOU 2.1 The term of this MOU shall commence on the last date of execution b the parties and continue until April 30, 2019, or upon completion of the fifth FIA '.rmula E Championship race, whichever shall occur first. 2,2 The parties agree that time is of the essence in the performance of each and e -r obligation under this MOU. ARTICLE III RESPONSIBILITIES OF THE PARTIES City's Responsibilities. The City hereby agrees as follows: (a) Subject to compliance with the terms of this agreement by Formula E, the City will host one (1) Formula E championship race per year, each year from 2015 through 2019, for a total of five (5) races. (b) City will review all applications for permits and street closures submitted Formula E. 3.2 Formula E's R onsibilities. Formula E hereby agrees as follows: (a) Formula E '11 conduct one (1) Formula E championship race per year, each year froi ' 015 through 2019, for a total of five (5) races. (b) Formula E will s emit all applications for permits, street closures, and other plans to the `� .propriate City officials and departments allowing sufficient time for the ity to review said plans. (c) Formula E will be re • 'red to obtain, at their own expense, all governmental approvals a d necessary permits, at the regular fees prescribed, and comply wi all laws, codes, ordinances, rules and regulations that would apply to onnula E Championship and other related activities. (d) Formula E will have, at their sole • st and expense, appropriate police, fire, and emergency personnel on site . all times before, during, and after the races. (e) Formula E will comply with all terms of this Bement. ARTICLE IV PROJECT MANAGEMENT AND NOTI E 4.1 The Event Organizer's Manager for Formula E is Alejandro 9th Floor, Hammersmith, W6 8DA, United Kingdom, telephone 797-7805. The Special Events Manager for the City is Vic telephone number (305) 416-1072. The parties shall direct all ma connection with the performance of this MOU, other than notices, to of the Managers for attempted resolution or action. The Manage ag, 3 Shortlands. lumber (44-785- te Betancourt ers arising in e attention shall be responsible for overall coordination and oversight relating to the performance of this MOU. 4,2 All notices, demands, or other communications to Formula E under this MOU shall be in writing and shall be deemed received if sent by certified mail to: Formula E3 Shortlands, 9th Floor Hammersmith, W6 8DA, United Kingdom Attn: Alejandro Agag All no ces, demands, or other communications to the City under this MOU shall be in wri ' ig and shall be deemed received if sent by certified mail to: City of Miami 00 Pan American Drive Mi. i, Florida 33133-5504 Attn.: Vicente Betancourt All notices required by 's MOU shall be considered delivered upon receipt. Should any party change address, written notice of such new address shall promptly be sent to the other .. ies. ARICLE V INDEMN ICATION 5.1 Formula E shall indemnify, defend, and _.id harmless the City, the Bayfront Park Management Trust, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and osts, including, but not limited to reasonable attorney's fees,. to the extent cause • ry any negligent act or omission, failure to comply with any law, code, ordinance, le or regulation, or applicable safety measure, or misconduct of Formula E and p. sons employed or utilized by Formula E in the performance of this MOU, Form a E shall, further, hold the City, its officials and/or employees, harmless for, and . -fend the City, its officials and/or employees against, any civil actions, statutory or ilar claims, injuries or damages arising or resulting from the permitted work, eve 'f it is alleged that the City, its officials and/or employees were negligent. These i s emnifieations shall survive the term trial, or cancellation of this MOU. In the eve that any action or proceeding is brought against the City by reason of any such aim or demand, Formula E shall, upon written notice from the City, resist and de d such action or proceeding by counsel satisfactory to the City Attorney. Formu : E expressly understands and agrees that any insurance protection required by MOU or otherwise provided by Formula E shall in no way limit the respon 'bility to indemnify, keep and save harmless and defend the City or its officers, emoyees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Formula E to defend, at own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by Formula E, or persons employed or utilized by Formula E. This indemnity will survive the cancellation or expiration of the MOU. This Indemnification will be interpreted under the laws of the State of Florida. onnula E shall require all Sub- Contractor agreements to include a provision that will indemnify the City. For la E agrees and recognizes that the City shall not be held liable or respon''ble for any claims which may result from any actions or omissions of Formula in which the City participated either through review or concurrence of Formula E actions. In reviewing, approving or rejecting any submissions by Formula E o s ther acts of Formula E, the City in no way assumes or shares any responsibility o iability of Fonnula E or Sub- Contractor, under this MOU. ARTICLE VI INSURANCE 6.1 The required insurance cover.,te is attached as Exhibit A. It is understood by both parties that this is a proposal o . insurance that will be bound by Andretti Sports Marketing (ASM) and Formula .rior to the event. As such, this MOU between the City of Miami and Formula E, .long with the ensuing special event permit, will be subject to and contingent on e completion of insurance agreements and issuance of Certificates of Insurance (OI) naming the City of Miami, et al, as stated on the summary of proposed cover. e. 6.2 The City reserves the right to request opies of all insurance policies, including all applicable endorsements in con ection with this Memorandum of Understanding ARTICLE VII TERMINATION/REMEDIES 7.1 If any party fails to fulfill its obligations under this MOU i a timely and proper manner, the other parties shall have the right to terminate their . articipation under this MOU by giving written notice of any deficiency. The p. in default shall then have thirty (30) calendar days from receipt of notice o correct the deficiency. If the defaulting party fails to correct the deficiency wi ►, in this time, this MOU shall automatically terminate at the expiration of the thi . (30) day time period without the necessity of further action. 7.2 Any party may terminate this MOU at any time for convenience upon thirt (30) calendar days prior written notice to the other party. Any such termination "all be effected by delivery to the other of a Notice of Termination specifying the extent to which performance of work under the MOU is terminated, and the date upon which such termination becomes effective. 7.3 In the event a dispute arises which the parties cannot resolve between themselves, the parties shall have the option to submit to nonbinding mediation. The mediator or mediators shall be impartial, shall be selected by parties, and the cost of the mediation shall be borne equally by the parties. The mediation process shall be onfidential to the extent permitted by law. 7.4 Thi MOU has no third -party beneficiaries (intended or incidental), who may enfor < obligations of any party should the MOU be terminated. ARTICLE VIII CORDS RETENTION/OWNERSHIP 8.1 Formula E will kee concern or reflect its of the Public Records L without limitation Section with the applicable statutes. retained by Formula E for a mi termination of this MOU or the The City, or any duly authorized a the right to audit, inspect, and copy a they deem necessary during the period period noted above; provided,however during not nal business hours adequate records and supporting documentation, which ponsibilities hereunder. Records subject to the provisions , Florida Statutes Chapter 119, as amended, including 19.01701, as applicable, shall be kept in accordance therwise, the records and documentation will be mum of five (5) years from the date of e the races are completed, whichever is later. nts or representatives of the City, shall have such records and documentation as often as this MOU and during the five (5) year s h activity shall be conducted only 8.2 Formula E and the City shall allow public ac materials it maintains in accordance with the pr Statutes, as amended, including without limitatio Formula E assert any exemptions to the requirement statutes, the burden of establishing such exemption, by relief as provided by law, shall be both upon Formula expense. ARTICLE IX STANDARDS OF COMPLIANCE ess to all project documents and visions of Chapter 119, Florida Section 119.0701. Should of Chapter 119 and related ay of injunctive or other E, at its own cost and 9.1 Formula E and its employees, subcontractors, partners or assigns, shall c+ ply, .at their expense, with all applicable federal, state, and local laws and regu tions, including without limitation building, zoning, special permit, street closure, . id public safety, relating to the performance of this MOU to which their activities . e subject. This will apply to the requirements of any federal, state, county, or city agency or instrumentality having jurisdiction over the activities involved in the Formula E Championship. All parties assure that no person shall be excluded on the grounds of race, color, creed, national original, handicap, age, sex, marital status, or sexual preference, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this MOU. All parties shall take all measures cessary to effectuate these assurances. 9.3 For la E understands that agreements between private entities and local Bove . ents are subject to certain laws and regulations, including but not limited to laws ptaining to public records, conflict of interest, and record keeping. The City and F. ula E agree to comply with and observe all applicable laws, codes, and ordinanc- as they may be amended from time to time. ARTICLE X RELA ONSHIP BETWEEN THE PARTIES 10.1 Formula E and the City .. e independent contractors. No party is an employee or agent of any other party. othing in this MOU shall be interpreted to establish any relationship other than at of independent contractors, between Formula E and the City, or between th respective employees, agents,subcontractors, partners, or assigns, during or aft- the performance of this MOU. AR LE XI AWARD OF A REEMENT Formula E represents and warrants to the ity that it has not employed or retained any person or company employed by the y to solicit or secure this MOU and that it has not offered to pay, paid or agred to pay any person any fee, commission., percentage, brokerage fee or gift . any kind contingent upon or in connection with the award of th Agreement, ARTICLE XIINO CONFLICTS OF 1 EREST 12.1 Pursuant to City of Miami Code Section 2-611, as amen. ed ("City Code"), regarding conflicts of interest, Formula E hereby certifies .+ City that no individual member of Formula E, no employee and no sub ► tractor under this MOU nor any immediate family member of any of the same i also a member of any board, commission or agencyof the City. Forinula E hereb represents and warrants to the City that throughout the term of this MOU, Form a E, its employees and its subcontractors will abide by this prohibition of City Code. ARTICLE XIII GENERAL PROVISIONS 13.1 Notwithstanding any provisions of this MOU to the contrary, the parties shall not be held liable for any failure or delay in the performance of this MOU that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force rnajeure, acts of God, or for any other cause of same character which is unavoidable through the exercise of due care and beyond the control of the parties. Failure to perform shall be excused during the continuance of such circumstances, but this MOU shall otherwise remain in effect. 13.2 1 ` the event any provisions of this MOU shall conflict, or appear to conflict, the including all exhibits, attachments and all other documents specifically rated by reference, shall be interpreted as a whole to resolve any ncy. into .� inconsis 13.3 Failures or ivers to insist on strict performance of any covenant, condition, or provision of t MOU by the parties, their successors and assigns shall not be deemed a waive +f any rights or remedies, nor shall it relieve the other parties from performing at subsequent obligations strictly in accordance with the term of this MOU. No w.'ver shall be effective unless in writing and signed by the party against whom e •rcerment is sought. Such waiver shall be limited to provisions of this MOU specifically referred to therein and shall not be deemed a waiver of any other provisi• No waiver shall constitute a continuing waiver unless the writing states otherw e. 13.4 Should any term or provision of is MOU be held, to any extent invalid or unenforceable, as against any perso entity or circumstance during the tern hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not aff- t any other teen or provision of this MOU, to the extent that the MOU shall ren .in operable, enforceable and in full force and effect to the extent permitted by law. 13.5 This. MOU may be amended only with the written proval attic parties hereto. 13.6 This MOU states the entire understanding and agreern nt between the parties and supersedes any and all written or oral representations, s tements, negotiations, .or agreements previously existing between the parties wi ' respect to the subject matter of this MOU. The parties recognize that any represe ations, statements or negotiations made by the staff of either party does not su ce to legally bind either party in a contractual relationship unless they have been -duced to writing and signed by their authorized representative(s). This MOU s .11 inure to the benefit of and shall be binding upon the parties, their respecti assigns, and successors in interest. 13.7 This MOU is subject to the prior review and approval of the Mi. i City Commission. 13,8 This MOU is simply a mechanism for the conduct of the FIA Formula E Championship and conveys no interest in real estate, and no right to possess or occupy any real estate. IN WITNESS WHEREOF, the parties or their duly authorized representatives ereby execute this MOU on the date first written above. ATTEST: Todd B. Hannon, City Clerk Approved as to Insurance Requirements: By: Ann -Marie Sharpe, Risk Management Director By: By: Alejandro Agag, Manager CITY OF MIAMI, a municipal corporation of the State of Florida Daniel J. Alfonso, City Manager A.'.roved as to legal form and Corr- tness: Victoria Mend City Attorney