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HomeMy WebLinkAbout23664AGREEMENT INFORMATION AGREEMENT NUMBER 23664 NAME/TYPE OF AGREEMENT MELANIE HOLDINGS, LLC. RC COLA DESCRIPTION LICENSE AGREEMENT - TO HOST A VEHICLE EXTRICATION COMPETITION & EXPO AT RC COLA PLANT EFFECTIVE DATE November 3, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 11/4/2021 DATE RECEIVED FROM ISSUING DEPT. 11/4/2021 NOTE ‘‘ROsWr CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Asst. Fire Chief T. McGann EXT. 1024 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Melanie Holdings, LLC - RC Cola IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES 0 NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ❑X NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ® LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT El INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY): License Agreement between the City of Miami Fire -Rescue and Melanie Holdings, LLC - RC Cola to host a vehicle extrication competition & expo at RC Cola Plant. COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION. Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR 11/3/21 PRINT: Ty McGann, AFC SIGNATURE: _I/ je___ SUBMITTED TO RISK MANAGEMENT PRINT: ANN-MARIE SHARPE SIGNATURE: Gomez, Frank:. 2oz,,,A3,,:,,:,a oaoa SUBMITTED TO CITY ATTORNEY 11/3/2021 PRINT: VICTORIA MENDEZ TMF SIGNATURE: MID 21 APPROVAL BY ASSISTANT CITY MANAGER PRINT: SIGNATURE: RECEIVED BY CITY MANAGER PRINT: ART NORIE SIGNATURE: 1) ONE ORIGINAL TO CITY CLERK, 2) ONECOPY TO CITY ATTORNEY'S OFFICE; 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PRINT: SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER 2695 MANA WYNWOOD 318 NW 23RD STREET, MIAMI, FL 33127 PHONE 305-573-0371 DATE 10/04/2021 EVENT NAME NAVRA REGIONAL EXTRICATION COMPETITION EVENT DESCRIPTION EXTRICATION COMPETITION LICENSEE NAME AND ADDRESS CITY OF MIAMI FIRE- RESCUE DEPARTMENT 1151 NWV7'ST MIAMI, FL 33136 CONTACT PERSON NAME: ASSISTANT FIRE CHIEF SCOTT DEAN PHONE: 786.256.5109 EMAIL: SDEANQ,MIAMIGOV.COM EVENT SPACE/ATTENDANCE SPACE: RC COLA PLANT LOCATED AT 550 NW 24TH STREET, MIAMI FL 33127; FOLIO 01-3125-046-0050 (AS SHOWN IN EXHIBIT ':A'), (HEREINAFTER REFERRED TO AS THE "EVENT SPACE') ATTENDANCE: MUST BE IN COMPLIANCE WITH CITY AND FIRE CODES AND PERMIT(S) SHALL BE OBTAINED BS LICENSEE AT LICENSEE'S EXPENSE. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ALL NECESSARY PERMITS. ANY OBLIGATION BETWEEN LICENSEE AND ANY THIRD -PARTY TO OBTAIN PERMITS SHALL REST SOLELY WITH SAID PARTIES AND LICENSOR SHALL HAVE NO LIABILITY IN CONNECTION THEREWITH. LICENSE TERM SET-UP DATE(S): 11/01-19/2021 TIME: 7:00 AM TO 10:00 PM EVENT DATE(S): 11/18-21/2021 TIME: 06:00 AM TO 10:00 PM BREAK DOWN DATE(S): 11/22/2021 TIME: 06:00 AM TO 11:00 PM TOTAL DAYS: 22 LICENSE FEE TOTAL FEE: NO FEE ADDITIONAL SERVICES/FEES LICENSEE SHALL DELIVER THE EVENT SPACE "BROOM CLEAN" (LE. REMOVE ALL PERSONAL PROPERTY AND TRASH PRIOR TO THE CLOSING AND SWEEP THE FLOOR) PRIOR TO VACATING. SECURITY DEPOSIT - N/A INSURANCE REQUIREMENTS FOR SELF -INSURED ENTITY LICENSEE IS SELF INSURED SUBJECT AND IN ACCORDANCE TO THE LIMITATIONS AND PROVISIONS AS SET FORTH M SECTION 768.28 OF THE FLORIDA STATUTES. LICENSEE SHALL PROVIDE LICENSOR WITH EVIDENCE OF ITS SELF INSURANCE PRIOR TO THE EVENT START DATE.. NO ALCOHOLIC BEVERAGES ARE PERMITTED TO BE SOLD, SERVED, OR CONSUMED AT THE EVENT OR IN THE EVENT SPACE. SPECIAL CONDITIONS AND/OR SPECIAL SERVICES: PLEASE SEE ATTACHED EXCLUSIVE VENDOR LIST ATTACHED HERETO AS EXHIBIT "B" LICENSEE SHALL CONTRACT WITH MANAS EXCLUSIVE VENDORS LISTED ON EXHIBIT "B" FOR THE FOLLOWING SERVICES: (I) ELECTRICAL AND POWER, (COLLECTIVELY. THE "VENDORS. AS LISTED ON EXHIBIT `B'). LICENSOR WILL MANAGE ALL PARKING INCLUDING VALET PARKING, AND LICENSOR SHALL RETAIN ALL PARKING REVENUE GENERATED. FOR ALL OTHER VENDOR SERVICES, LICENSEE MAY HIRE A VENDOR OF THEIR CHOOSING ON THE CONDITION THAT SAID VENDOR(S) PROVIDE REQUIRED INSURANCE COVERAGE AS DETERMINED BY LICENSOR AND REQUIRED BY LAW. LICENSEE SHALL OBTAIN ALL NECESSARY AND REQUIRED PERMITS AND APPROVALS FROM THE CITY OF MIAMI, MIAMI- DADE COUNTY, STATE OF FLORIDA AND ANY OTHER GOVERNMENT AND QUASI -GOVERNMENTAL AGENCIES WITH JURISDICTION AT LICENSEE'S SOLE COST AND EXPENSE. CERTAIN STAFF AND VENDORS OF LICENSOR SHALL HAVE ACCESS TO THE EVENT SPACE DURING THE ENTIRE LICENSE TERM FOR ADMINISTRATIVE PURPOSES, INCLUDING BUT NOT LIMITED TO, AIR CONDITIONING, ELECTRICAL, PLUMBING AND INTERNET/NETWORK MAINTENANCE, AS NEEDED. SUCH STAFF WILL SHOW ACCESS BADGES WHICH ARE ATTACHED AS EXHIBIT "C" FOR THIS PURPOSE. LICENSE AGREEMENT IS AGREED TO AND ACCEPTED BY: LICENSOR: MELANIE HOLDINGS, LLC LICENSEE: CITY OF MIAMI FIRE- RESCUE D ARTMENT NAIVE: ARIEL LIFSHITZ ^ ^ 11/ 3 /2021 NAIVE: SCOTT DEAN . �� ,r� /,/`//�/ TITLE: AUTHORIZED PERSON I DATE: TITLE: AUTHORIZED PERSON fertAL DATE: "/ 1 TERMS AND CONDITIONS ARTICLE 1. License/License Fee/License Term. Subject to the terms and conditions herein set forth, Licensor hereby grants to Licensee the right and license to use that certain space as defined on Exhibit "A" attached hereto (the "Event Space") for the limited purpose ofholding the event described herein (the "Event") and for no other purpose. Unless otherwise agreed to in writing by Licensor, the Event is open only to that portion of the public that purchases tickets. The License Tenn may not be extended or changed in any manner without the written consent of Licensor, which may be withheld in Licensor's sole discretion. Licensor represents that Licensor has authority to enter into this License Agreement and to perform the obligations required of it, and grant the rights granted to Licensee hereunder. ARTICLE 2. Cancellation/Termination. N/A ARTICLE 3. Security Deposit. N/A ARTICLE 4. Maintenance and Repairs. Licensee covenants throughout the License Term, at its sole cost and expense, to keep and maintain the Event Space, and all fixtures and equipment therein, in good repair, working order and condition, making all repairs and replacements thereto as may be required due to the acts or omissions of Licensee, its employees, affiliates, invitees, guests, contractors and subcontractors, and any other person or company affiliated with Licensee, all such repairs and replacements to be of comparable quality, design or class as the original work. The Event Space must be returned in as good a condition as it was at the beginning of the License Tenn, reasonable wear and tear excepted. A pre -Event walk through of the Event Space by both parties to this License shall take place inunediately prior to the License Term to identify the existing condition of the Event Space. A post -Event walk through of the Event Space by both parties shall take place after the License Tenn to identify readily -apparent damage to the Event Space. Any damages discovered during the post -Event walk through shall be noted and Licensee shall be responsible for such damage, and Licensee shall reimburse Licensor for all such damage on or before fifteen (15) calendar days immediately following the post -Event walk through. If Licensor fails to conduct a pre -Event walk through of the Event Space, Licensee's documentation of the pre-existing condition of the Event Space will control any claims of damage or loss to the Event Space which are related to Licensee's occupancy of the Event Space ARTICLE 5. Event Requirements/Additional Services. Licensee shall communicate all requirements for the Event (the "Event Requirements") to Licensor in writing (including, without limitation, a full and complete floor plan for any exhibit being held at the Event Space, set up instructions, personnel requirements, telecommunications and intemet needs, etc.) at least forty-five (45) calendar days prior to the commencement of the License Term. In the event that Licensor shall, in its sole discretion, determine that any additional support services, labor or equipment is required for the lawful, safe and orderly operation of the Event (including, without limitation, additional support related to security, first aid, crowd control, fire prevention, janitorial, catering, box office, and the like, hereinafter collectively the "Additional Services"), then Licensor can require that either Licensee or Licensor provide for same (at Licensor's sole discretion and, in the case of Licensor, subject to availability) at the sole cost and expense of Licensee; provided, however, that the right of Licensor to require such Additional Services shall not give rise to a duty on the part of Licensor to exercise this right for the benefit of Licensee or any other person or entity. All fees for Event Requirements and Additional Services being provided by Licensor shall be paid prior to the commencement of the License Tenn, and to the extent that such fees cannot be calculated prior thereto and/or in the case of any additional costs relating to changes or otherwise incurred throughout the License Tenn, Licensee shall pay same within ten (10) calendar days of Licensor's presentation of an invoice therefor. In the event that Licensee shall fail to remit payment as aforesaid and/or as required under the provisions of Article 1 hereof, interest shall accrue on such overdue amounts at the lesser of the rate of 1 %z% per month (18% percent per annum) or the maximum rate allowed by law. Unless otherwise agreed, all payments shall be made by Licensee by money order, wire transfer, business check or certified check. ARTICLE 6. Vendor Services. (a) Food and Beverage Services. N/A (b) (c) Electrical Services. If applicable, all electrical services for the Event shall utilize those vendors with whom Licensor has an exclusive contract and which are listed on Exhibit `B". No other individual or organization is permitted to provide electrical services onto or into the Event Space without the prior written consent of Licensor. If there are no exclusive vendors as listed on Exhibit `B", Licensee inay utilize a vendor of its choosing as long as said vendor(s) provide the required insurance(s) and license(s) to Licensor. Additionally, Licensee inay not access the electrical equipment in the Convention Center without the express permission of Licensor. Pyrotechnics. The use of pyrotechnics is not allowed without written consent of Licensor, and Licensor shall have sole discretion whether to consent to the use of the same. Any and all use of pyrotechnics must be done in compliance with all local, state, and federal codes, laws, statutes, and requirements for the use of the same. Any and all permits for the use of pyrotechnics must be obtained by Licensee at Licensee's sole expense. Licensee must notify Licensor no later than forty-five (45) days prior to the Event of its intent to use pyrotechnics, and Licensee shall provide the plans and specs for said use at that time. Licensee shall provide proof of compliance and permits no later than seven (7) days prior to the start of the License Tenn, or Licensor may revoke its consent. Licensor has the right, at its sole discretion, to revoke its consent for the use of pyrotechnics at any time, including the Event days. ARTICLE 7. Legal Requirements/Rules and Regulations. Absolutely no set up of any exhibit may begin without Licensee's submission to Licensor of written approval by the Fire Marshall of the City of Miami, County of Miami -Dade. hi addition, Licensee shall diligently comply with, at Licensee's sole cost and expense, during the License Term, all present or future laws, statutes and ordinances including building codes and zoning regulations and ordinances ordinary and extraordinary, foreseen or unforeseen, and the orders, rules, regulations, directives, recommendations and requirements of all federal, state, county and city departments, bureaus, boards, agencies, offices, commissions and other subdivisions thereof, or of any official thereof, or of any other governmental, public or quasi -public authority, or of the National Board of Fire Underwriters or other body having similar functions, or of any insurance company having policies outstanding with respect to the Event Space (hereinafter, collectively the "Legal Requirements"), and Licensee shall protect, hold harmless, defend and indemnify Licensor and Mana Wynwood from all fines, penalties, liabilities, claims, demands, damages, judgments, settlements, fees and expenses (including without limitation legal fees) of every kind and nature (collectively, "Claims") arising out of any failure to comply with any such Legal Requirements to the extent 2 that same arise out of the particular manner of use of the Event Space by Licensee. Licensee shall, at its sole cost and expense, obtain any and all necessary permits, approvals, licenses, certificates and other authorizations required of Licensee by Legal Requirements in connection with the lawful and proper use, occupancy and operation of the Event Space as same may relate to the Event. Licensee's use of the Event Space and the common areas of the Event Space shall be subject at all times during the License Tenn to reasonable rules and regulations adopted by Licensor governing the parking areas, walks, driveways, loading docks, and other matters affecting other licensees in, and the general management and appearance of, the Event Space or the Convention Center. Licensee agrees to comply with all such rules and regulations upon notice to Licensee. ARTICLE 8. Advertising and Promotion/Sale of Merchandise. Licensee shall not publicize (or pennit to be publicized) the Event prior to the execution of this Agreement by each of the parties hereto. Licensee warrants and represents that all advertising of the Event will be accurate (i.e., Event date, time, ticket prices, if applicable) and truthful, and all tickets to the Event shall be sold at the prices advertised. All advertising associated with the Event (including without limitation, all signs and banners containing commercial or sponsored advertising) shall be subject to the prior written approval of Licensor (such approval to not be unreasonably withheld, conditioned, or delayed), and shall reference the Event Space as the "Mana Wynwood Convention Center" if the Event is located at 318 NW 23' Street, Miami, Florida 33127. In addition, Licensee shall not televise or broadcast the Event or any portion thereof without the prior written consent of Licensor (which consent may not be unreasonably withheld, conditioned, or delayed). Licensor reserves the sole right to (a) sell, display, advertise and otherwise offer promotions for the Event in and around the Event Space (including, without limitation, programs, t-shirts, DVDs, photographs and other souvenirs, novelties and merchandise) and (b) to retain all income generated thereby. ARTICLE 9. Tickets. Licensee shall be responsible for all check and credit card service charges and other sirnilar fees, charges and expenses incurred in connection with the sale of tickets for the Event. Licensee shall not pennit tickets or passes to be sold or distributed in excess of the maximwn capacity of the Event Space, and Licensee shall be responsible for any fines or penalties incurred by Licensor in connection therewith. Licensee shall be responsible for the credit worthiness of its guests and patrons, and for any invalid or fraudulent checks, checks retumed due to insufficient funds or for any other reason, credit card penalties and sirnilar or related penalties, fees, charges and/or expenses incurred by Licensor in connection therewith. Licensee shall indemnify, defend and hold Licensor harmless from all of the foregoing. The provisions of this Article 9 shall survive the expiration or sooner termination of this License Agreement. Licensee shall provide Licensor with a maximum of fifty (50) complimentary tickets for the event. ARTICLE 10. Indemnification. Licensor shall not be responsible or liable to Licensee, or any person claiming, by, through or under Licensee for any loss of, damage or injury to any property, fixtures, business or decorations or to any person or persons at any time in the Event Space or Convention Center from theft, fire, explosion, falling plaster, bursting, breakage, leakage, steam, gas, electricity, water, dampness, sewage, lightning, rain, hail, wind, hurricanes or tropical storms, snow, or any other cause whatsoever, nor shall Licensor be in any way responsible or liable to Licensee, or any person claiming by, through or under Licensee in case of any accident or injury including death to any of Licensee's employees, agents, contractors, subcontractors, vendors, trespasser whether known or unknown, visitors or invitees or to any person or persons in or about the Event Space or Convention Center, except to the extent caused by the negligence or willful misconduct of the Licensor; and Licensee will further indemnify, defend and hold Licensor and Mana Wynwood harmless from and against any and all Claims arising from any loss of the occupation of the Event Space, except to the extent caused by the negligence or willful misconduct of the Licensor. Licensee is self - insured and subject to the provisions of Florida Statute 768.28. The parties are responsible, to the extent allowed by, and subject to the limitations of Florida Statute 768.28 for personal injury or property damage caused by their own respective employees and guests. Nothing in this Agreement is intended to operate as a waiver of sovereign immunity or to make either party indemnify the other party for the other party's negligence or to assume any liability for the other party's negligence. ARTICLE 11. Surrender. Upon the expiration of the License Tenn, Licensee shall peaceably and quietly leave, surrender and yield up unto Licensor the Event Space, and shall surrender all keys for the Event Space to Licensor. Licensee shall remove all of its personal property from the Event Space upon the expiration of this License Agreement and shall leave the Event Space in substantially the same condition as the Event Space was in upon delivery of possession thereof to Licensee, reasonable and ordinary wear and tear excepted. Licensee shall repair all damage to the Event Space caused by or resulting from its use of the Event Space and the removal of any personal property of Licensee. Any personal property of Licensee which shall remain in the Event Space after the expiration of the Term of this License Agreement and the removal of Licensee may, at the option of Licensor, be deemed to have been abandoned, and either may be retained by Licensor as its property, or disposed of by Licensee if requested by Licensor, or may be disposed of in such manner as Licensor may see fit, and Licensee shall be liable to Licensor for all costs of moving, storage, and sale of same. ARTICLE 12. Insurance. Licensee represents that it is "self -insured" pursuant to Florida Statute 768.28 ARTICLE 13. Mechanics Liens. If at any time the Event Space shall be encumbered by any mechanics' or other liens, charges or claims for the payment of money or otherwise, or any violations or other encumbrances of any and all kinds, nature and description, arising from Licensee's use of the Event Space or any work performed by or on behalf of Licensee, then Licensee shall, within ten (10) days after receipt of written notice of same, demonstrate to the reasonable satisfaction of Licensor that every such claim and charge has been fully paid, discharged or bonded. Without limiting Licensee's liability for failure to comply with this Article, if Licensor bonds or discharges any mechanics' or other lien, encumbrance or violation upon Licensee's failure to do so, then, in addition to the cost of such bonding or discharging and all other costs and disbursements which Licensee would owe to Licensor in respect of same hereunder, Licensee shall also pay to Licensor the Licensor's actual legal fees incurred in connection therewith. Licensor shall have no responsibility to inquire into the validity of or to contest such claims, charges, violations or liens prior to paying or bonding the same if Licensor exercises its remedies under this Article 13, and Licensor shall not be liable to Licensee for such exercise. The provisions of this Article 13 shall survive the expiration or sooner termination of this License Agreement. ARTICLE 14. "As -Is" Possession. Licensee acknowledges that it is familiar with the Event Space being licensed hereunder, and is accepting the Event Space in its present "AS IS," "WHERE IS" and "WITH ANY AND ALL FAULTS" condition, and without warranty, express or implied, as to any matter including, without limitation, the merchantability or fitness for the particular use thereof for any particular purpose. ARTICLE 15. Limitation of Liability. Licensor shall not be liable under any circumstances to Licensee or to any third party for any indirect, special, punitive or consequential damages, or for loss of revenue or profits, arising in connection with this License Agreement, even if Licensor has been previously advised of the possibility of such damages. Moreover, Licensor's liability (if any) to Licensee under this Agreement shall/ be limited to Licensor's interest in and to the Event Space, and neither Licensor nor the Licensor parties shall have any personal liability for any 3 obligations under this Agreement. The provisions of this Article 15 shall survive the expiration or sooner tennination of this License Agreement. ARTICLE 16. Disorderly Conduct. Licensor reserves the right at all times to refuse admission to or cause to be removed from Licensor's property, including but not limited to, the Event Space and/or Convention Center, any disorderly person, including the Licensee Parties, as determined by Licensor in its sole discretion, and in the event of the exercise of such authority, Licensee hereby waives any and all claims for damages against Licensor and Mana Wynwood on account thereof. ARTICLE 17. INTENTIONALLY OMITTED. ARTICLE 18. Force Majeure. Licensor shall be excused for the period of any delay in the performance of any obligations hereunder when prevented from doing so by a cause or causes beyond Licensor's control, which shall include, without limitation, all labor disputes, riots, civil commotion, war, war -like operations, invasion, rebellion, protests, hostilities, military or usurped power, hurricane, tropic storms, sabotage, govemmental regulations or controls, fire or other casualty, pandemics, epidemics, inability to obtain any material, services of financing or through acts of God (each, an "Event of Force Majeure"). Should Licensor be unable to deliver possession of the Event Space during the License Tenn on account of an Event of Force Majeure, the parties accept and agree to mutually agree on an alternative available date or altemative location (at Licensor's option) for the Event Term as Licensee's sole remedy and relief. ARTICLE 19. No Discrimination. Licensee agrees not to discriminate against any employee or applicant for employment to be employed in connection with the Event, whether on account of race, marital status, color, religion, national origin, ancestry, age, sex, sexual orientation or handicap, except where based on a bona -fide occupational qualification. With respect to the Event, Licensee recognizes that it is subject to the provisions of the Americans with Disabilities Act, as same may be amended ("ADA"). To the extent that Licensee reconfigures, modifies, alters, rearranges or otherwise prepares or "sets up" the Event Space or any other portion of the Convention Center or access thereto in order to accommodate the Event, Licensee shall be responsible for ensuring that such areas comply (and continue to comply throughout the License Term) in all respects with the ADA. Licensee shall be solely responsible for providing auxiliary aids, or any modification of the Event Space or other portions of the Convention Center (subject to Licensor's approval, not to be unreasonably withheld) that may be required in order to accommodate the Event, and for ensuring that the practices, procedures and policies employed by Licensee throughout the Event are in full compliance with the ADA. ARTICLE 20. Talent Waivers and Releases. Licensee warrants and represents to Licensor that Licensee has obtained (or shall so obtain prior to the coimnencernent of the License Term), adequate waivers, releases and assurances from all talent whose work(s) is(are) being used or otherwise exploited by Licensee in connection with the Event authorizing Licensee's use thereof. Licensee agrees to indemnify, defend and hold Licensor and the Licensor Parties harmless from and against any and all Claims by such talent arising out of Licensee's breach of this Article 20 or Article 21 below. ARTICLE 21. Music Licenses, Licensee shall be solely responsible for (i) obtaining any and all licenses from all performance -rights organizations ("PROS") operating within the United States (including, without limitation, the American Society of Composers, Authors and Publishers ("ASCAP"), Broadcast Music, Inc. (`BMI") and the Society of European Stage Authors and Composers ("SESAC") throughout the License Term with respect to any music broadcasts, DJ perfonnances or live performances, and (ii) for paying any and all license fees in connection therewith. ARTICLE 22. Miscellaneous. This License Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles, and venue for any and all actions or proceedings shall take place in the County of Miarni- Dade. This License Agreement contains the entire understanding between the parties and supersedes any prior agreements or understandings whether written or oral regarding the subject [natter hereof, and may not be modified or amended except by an agreement in writing executed by both parties. No waiver shall be effective unless in writing and executed by the party sought to be charged, and no waiver shall be deemed to be a continuing waiver in respect of any other breach or default, whether similar or dissimilar in nature, unless expressly so stated in writing. The invalidity or unenforceability of any particular provision of this License Agreement shall not affect any other provision hereof, and this License Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. All remedies, rights, undertakings and obligations contained in this License Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking or obligation of either party. The relationship of Licensor and Licensee is that of independent contractors. No party shall be liable for any of the debts, accounts, obligations or liabilities of the other, and neither party shall have any authority to bind or obligate the other party in any manner, except as may be expressly provided for herein. All notices shall be in writing and shall be given by personal delivery, email or telecopier (with confirmation of transmission), registered or certified mail (return receipt requested), at the addresses shown at the head of this License Agreement, or at such other address as may be designated in writing by either party. Notwithstanding anything contained herein to the contrary, all of the terns and provisions of this License Agreement which need to survive the expiration or sooner tennination hereof in order to give effect to such provisions as contemplated hereunder shall so survive, whether or not such provisions shall specially state the same. This Agreement shall not be construed for or against a party simply because such party drafted or provided a copy of this Agreement to the other. ARTICLE 23. Counterparts. This Agreement may be executed in any nutnber of counterparts. each of which shall be deemed to be an original but all such counterparts shall together constitute one and the same instrument. 4 ATTEST: Todd B. Han City Clerk APPROVED AS TO FORM AND CORRECTNESS Digitally signed by Min, Min, Barnaby Barnaby Date:2021.11.03 18:18:55 By:-04'00' Victoria Mendez City Attorney TMF MID 21-2695 THE CITY OF MIAMI, a municipal Corporation of the State of Florida Arthur Nokiega City Manager APPROVED AS TO INSURANCE REQUIREMENTS Gomez, Frank Digitally signed by Gomez, Frank Date: 2021.1 1.03 13:17:10-04'00' By: Ann -Marie Sharpe, Director Department of Risk Management Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. ATTACHED EXHIBIT EVENT SPACE: (AS SHOWN IN RED): RC COLA PLANT LOCATED AT 550 NW 24TH STREET, MIAMI, FL 33127; FOLIO 01-3125-046-0050 5 • ELECTRIC and POWER - LIBERTY MISSION ATTACHED EXHIBIT "B" Exclusive Vendors 6 ATTACHED EXHIBIT ACCESS BADGES Staff