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New World Symphony New World Center License AgreementDocusign Envelope ID:37304875-73B1-4 28D-884E-3CBF4EF8DC64 NEW WORLD SYMPHONY NEW WORLD CENTER LICENSE AGREEMENT 202-4-33103 11/3))/}JOENS[AREEMENT (the "Agreement"or "License Agreement"),is made as of ,by and between New World Symphony,Inc.,500 17U Street,Miami Beach,FL 33139 ("Licensor"),and City of Miami Beach,1755 Meridian Ave, Suite 500,5th Floor Miami Beach,FL 33139 USA ("Licensee"). 1.Definitions. The following capitalized terms shall have the respective meanings ascribed to them below: "Additional Fees"shall mean,collectively,House Services Fees,Production Fees and all other costs,fees,charges and expenses incurred by Licensor in connection with Licensee's Event,such as additional fees or charges or location fees or costs for additional services, accommodations,equipment other than the Production Equipment or materials furnished or loaned to Licensee by Licensor which are other than or in addition to or in substitution for House Services and Production Equipment. "Caterer"shall mean the caterer selected by the Licensee from Licensor's Preferred Caterer Program to be the exclusive caterer for the Licensee's "Event"(as defined below). Caterer will have the sole and exclusive right to present,sell or provide and serve all food and beverages (alcoholic and non-alcoholic)offered,used or consumed within the Facility ("Catering Services"),including the Premises,for Licensee's Event.Licensor has no responsibility or liability for or in connection with the Caterer or the Catering Services provided to Licensee and disclaims all warranties therefor. "Event"shall mean public or private performances,concerts,galas,receptions,parties, weddings,banquets,conferences,meetings,lectures,seminars,and other similar functions, with or without food and beverage service,or other permitted use,and which Licensee holds or conducts on the Premises. "Facility"shall mean Licensor's new campus building having an address of 500 17h Street,Miami Beach,Florida,33139. "House Services"shall mean the services of Licensor's personnel and other services as outlined in Exhibit "C"separately shared digitally hereto and made a part hereof. "House Services Fees"shall mean the fees charged by Licensor and due from Licensee for the provision of House Services. "Invitees"shall mean the Licensee and its guests,agents,invitees,employees, independent contractors,service providers (but not the Caterer nor Licensor nor their respective personnel),hosts,patrons,Event attendees and participants.As applicable and where appropriate,the term "Licensee"shall include Licensee's Invitees. Docusign Envelope ID:37304875-73B 1-428D-884E-3CBF4EF8DC64 "Legal Requirements"shall mean all applicable state,federal,county and local laws, ordinances,codes,rules and regulations,directives and rulings,and terms of permits and licenses. "License Fee"shall mean the fee charged by Licensor and due from Licensee for the use of the Premises. "Premises"shall mean the area(s)within the Facility which are subject to this License Agreement.A sketch of the location of the Premises within the Facility is separately shared digitally as Exhibit "B"hereto and made a part hereof. "Production Fees"shall mean the fees charged by Licensor and due from Licensee for the use of the standard staging and production equipment ("Production Equipment"),and for the use or rental of special equipment needed for the Event in addition to the Production Equipment and the use of Licensor's technical personnel to operate the Production Equipment. Production Fees shall be outlined in Exhibit "C"separately shared digitally hereto and made a part hereof. "Reservation Fee"shall mean the fee charged by Licensor and due from Licensee to secure the reservation of the Premises. "Total Fees"shall mean the fees set forth in the Exhibit C,which are the sum of the License Fee and the Additional Fees. 2.License of Premises. Subject to the terms and conditions of this License Agreement,Licensor hereby grants a non-exclusive license (except as otherwise specifically provided herein)to Licensee for the use of the Premises. 3.Sole Use. Licensee may use the Premises for the sole purpose of: Meeting,Seminar/Workshop. 4.Term. Licensee may use the Premises at the following times during the following periods ("Term"): LOAD DATE: LOAD IN START TIME: EVENT DATE: EVENT TIMES: LOAD OUT DATE: LOAD OUT END TIME: February 5,2025 3:00 PM February 5,2025 5:00 PM TO 7:30 PM February 5,2025 8:30 PM Docusign Envelope ID:37304875-73B 1-428D-884E-3CBF4EF8DC64 If Licensee remains in possession of the Premises after the expiration of the stated period of use,after 8:30 PM,an additional license fee shall be imposed in the amount of $500 per hour or partial hour thereafter 5.Reservation Fee. In order to reserve the dates specified in Section 4 above,Licensee must execute this contract no later than 4:00 p.m.on December 5,2024 for execution by Licensor,together with a non-refundable Reservation Fee in the sum of $1,200.00.The Reservation Fee does not constitute License Fees or Additional Fees but,except as otherwise set forth herein,shall be credited against the sums due to Licensor following the conclusion of the Licensee's Event or returned to Licensee after all sums due to Licensee hereunder are paid in full,whichever Licensee elects.Until Licensee has fully performed all of its obligations hereunder,the Reservation Fee shall remain the property of Licensor. 6.License Fee. Licensee agrees to pay Licensor as a License Fee for the use of the Premises the amount specified on Exhibit "A ,"attached hereto and made a part hereof. 7.Additional Fees. a.House Services and Production Services are customized for each Event at the costs specified on Exhibit "C"separately shared digitally hereto and made a part hereof,and are charged and in addition to License Fees.Licensee agrees to pay to Licensor at the time the payments of the License Fee are due a proportionate percentage of such Additional Fees. In the event any Additional Fees cannot be determined with finality prior to the Event,Licensee shall pay Licensor such Additional Fees no later than ten (10)calendar days after receipt of an invoice for same from Licensor. b.At least three (3)days in advance of the Event,Licensee shall provide written notice to Licensor of Licensee's requirements for House Services and/or Production Equipment,and any additional or special services or equipment in support of the Event.In the event Licensee fails to inform Licensor in a timely fashion of all requirements for House Services and Production Equipment and any additional or special services or equipment in support of the Event,the Licensor shall exercise its professional judgment regarding fulfilling such requirements,and Licensee shall be financially responsible to Licensor for all charges for such House Services and Production Equipment and any additional or special services or equipment so furnished,including costs for technical services. 8.Total Fees. Licensee agrees to pay Licensor Total Fees for the Event and use of the Premises the amount specified on Exhibit "C,"separately shared digitally hereto and made a part hereof, payable in cash,or by check,credit card or wire transfer as follows:$1,200.00 as the Reservation Fee,no later than the execution of this License Agreement by or before December 5,2024;and the balance as detailed in Exhibit "C"no later than December 5, 2024,prior to Licensee's Event together with any sales or use taxes or similar taxes now or hereafter imposed upon the use of the Premises (if Licensee is a not-for- Docusign Envelope ID:37304875-73B1-4 28D-884E-3CBF4EF8DC64 profit entity it must provide Licensor with a certificate of exemption issued pursuant to Sales and Use Tax Law Part I,Chapter 212 of the Florida Statutes). a.Any monies due Licensor pursuant to this License Agreement shall be deemed to have been paid when such monies comprise collected funds.Any fees,costs or expenses which are not paid when due shall bear interest at the lower of (i)the highest rate permitted by law or (ii)18%.Any bank fees or costs or losses incurred by Licensor due to insufficient funds or a refusal of a credit card charge,as well as all remaining balances and further payments due,if any,after a check is returned for insufficient funds or a credit card charge is refused,shall be paid by Licensee in cash,by cashier's check or by wire transfer. b.Payments shall be made payable to The New World Symphony,Inc.at the office of Licensor located at 500 17%Street,Miami Beach,Florida 33139.Wiring information will be provided upon request. 9.Licensee's Covenants. This License Agreement is made and entered into in reliance upon the following express covenants,warranties and representations of Licensee,who hereby covenants, warrants and represents as follows: a.Licensee shall comply with all Legal Requirements which pertain to Licensee's Event at its own expense,including obtaining and paying for all necessary permits and licenses,and shall collect and pay for all sales,use and excise taxes relating to merchandising at the Event,and shall not do or suffer to be done anything on the Premises during the term of this License Agreement in violation of any Legal Requirements.Upon notice to Licensee of any such violation on the part of Licensee or its Invitees,the Licensee shall immediately desist from and correct such violation. b.Licensee shall comply with Licensor's booking policy and house rules,copies of which Licensee acknowledges receipt.Upon notice to Licensee of any such violation on the part of Licensee or its Invitees,the Licensee shall immediately desist from and correct such violation. c.Licensee shall comply with all of the Facility's fire,safety and health rules and regulations,and shall immediately notify Licensor of any fire,accident,or safety hazard that occurs or exists in or at any portion of the Premises.Licensee will at all times cooperate with Licensor and comply with Licensor's direction in connection with Licensee's Event,and Licensee shall act and conduct its Event in a safe and efficient manner and without interfering with the use of the Facility by Licensor or any other third party.Neither the Licensee nor its Invitees shall commit any intended act or intentionally fail to act in such a manner that will (i) cause Licensor's insurance premiums,including without limitation those for casualty,liquor and general liability,to increase;or (ii)cause Licensor's insurance policies to be canceled. d.Licensee shall maintain and vacate the Premises in the same condition that existed on Licensee's entry therein,reasonable wear and tear excepted.Licensee shall not injure,mar,or in any manner deface the Premises or the Facility,or any equipment therein, and will not install,insert,attach or affix nails,hooks,tacks,tape,screws or other fasteners Docusign Envelope ID:37304875-73B1-428D-884E-3CBF4EF8DC64 into any part of the Facility or equipment contained therein,and will not make nor allow to be made any alterations of any kind to the Facility or equipment contained therein. e.Before and after each Event,representatives of Licensor shall conduct a walk- through to assess the status and condition of the area of the Facility to be used for the Event. If any portion of the Facility or any equipment contained therein during the term of this License Agreement shall be damaged due to the act,fault or negligence of Licensee or Licensee's Invitees,Licensee will pay to Licensor upon demand the sum necessary to restore the Facility or equipment contained therein to their respective conditions prior to the damage.Licensee hereby assumes full responsibility for the character,acts and conduct of its Invitees. f.Licensee and its Invitees shall not post,display or exhibit any signs, advertisements,show-bills,lithographs,digital media,posters or cards of any description within or on the Facility or the plaza outside without the specific written permission of Licensor. Licensor will provide a digital marquee for Licensee's non-exclusive use;Licensor's technical personnel have the sole right to install,remove and display or exhibit on the Facility's marquee only such of Licensee's digital media which has been specifically approved by Licensor and which directly relates to the Licensee's Event on the Premises.Licensee's digital media shall remain on display for the period of time as designated by Licensor in its reasonable discretion. Licensor shall have sole discretion with respect to all digital media matters,which discretion shall not be unreasonably exercised. g.Licensee acknowledges that the City of Miami Beach reserves the right to present public screenings of family friendly films in adjacent Soundscape Park on evenings designated as part of the City's Cinema Series on the Premise's projection wall without specific notice to Licensee or Licensor.A current schedule of City of Miami Beach Cinema Series can be found at www.mbartsandculture.org/soundscape-cinema-series/. h.Licensee shall not permit the number of its Invitees on the Premises to exceed the legal capacity of the Premises.Licensee acknowledges that the seating capacity of the Premises will vary based on the type of Event or performance,and the size and configuration of the stage. i.Licensee shall have the sole responsibility to comply,and shall comply,with all Legal Requirements concerning copyright,licensing,intellectual property and royalties. Licensor shall have no liability for Licensee's failure to comply with such Legal Requirements. j.Licensee shall not use,generate,store or dispose of any hazardous material on,under,about or within the Facility in violation of any law or regulation.Licensee shall not, without written consent of Licensor,use or operate any engine or motor or machinery on the demised Premises or use oils,burning fluids,camphene,kerosene,naphtha,gasoline or any other flammable liquids or substances for either mechanical or other purposes,or use any agent or means other than electricity for illuminating the Premises. k.Licensee shall not permit the Premises to be used for any use other than that expressly permitted by the Licensor,who shall have sole and final discretion as to the uses permitted. Docusign Envelope ID:37304875-73B1-428O-884E-3CBF4EF BDC64 I.Licensee agrees that Licensor may retain six (6)pairs of complimentary tickets of the Licensee's choice for each performance covered by this License Agreement. m.Contracts for all installations of machinery or equipment or materials of every nature must be approved by Licensor and shall be made solely with contractors designated by Licensor in accordance with Licensor's prevailing practice.Licensee shall be responsible for all charges arising from these contracts,and for all expenses incurred by Licensor on behalf or for the benefit of Licensee or its Invitees in connection therewith,including those for which Licensor has accepted a written order from Licensee or its Invitees. n.Licensor,and if Catering Services are being provided for the Event,Caterer, and their respective representatives and personnel shall at all times have free access to the Premises to perform their respective obligations,without adjustment to the License Fees due. Licensor shall have the right at all reasonable times to alter,repair,refurbish,redecorate or add to any part of the Premises and the Facility,and Licensee shall not claim nor be entitled to be paid any damages for any injury or inconvenience occasioned thereby. o.If Licensee,being entitled to possession as reserved hereunder,shall cancel or fail for any other reason to take possession of or use the Premises as reserved,Licensor shall have no obligation to refund the Reservation Fee,and the Reservation Fee shall be deemed fully earned by Licensor.Licensee shall be liable for the full amounts of any License Fees,Production Fees,House Services Fees,or Additional Fees called for in this License Agreement under the following cancellation schedule.If the Event is cancelled 365 days or more prior to the Event Date,then the Licensee is only responsible to pay the Licensor the non-refundable Reservation Fee if not already paid to the Licensor.If the event is cancelled 364-181 days prior to the event,then the amounts of the Reservation Fee and 25%of all other fees are non-refundable.If event is cancelled within 181 days -30 days prior to the Event Date,then the amounts of the Reservation Fee and 50%of all other fees are non-refundable. If the event is cancelled 29 days or less prior to the event,the Licensor has the right to collect all fees called for in this License Agreement,including any disbursements or expenses incurred by Licensor in connection therewith.The parties recognize that upon the execution of this Agreement the Licensor will reserve the use of the Premises for Licensee,will remove the Premises from the market and make no further efforts to license the Premises to another licensee for the Term.As a result,if the Licensee shall cancel or otherwise fail to take possession of or use the Premises under the terms of this License Agreement,the Licensor will incur substantial damages.Accordingly,the parties agree that upon the default of the Licensee,the Licensor shall be entitled to retain the Reservation Fee and any and all payments of License Fees,Production Fees,House Services Fees and Additional Fees as stated in the cancellation schedule mentioned above,with interest accrued thereon in applicable,and exercise all of its other legal and equitable rights.Licensee is liable for all Additional Fees incurred by Licensor in connection with the Licensee's Event prior to such cancellation. p.Licensee acknowledges that,upon signing this contract,the full amount as outlined in the Exhibit C at the time of signing is binding.Any reduction in the scope of work related to the Event does not guarantee a change in fees.It is at the discretion of the Licensor whether a reduction can be accommodated. Docusign Envelope ID:37304875-7381-4 28D-884E-3CBF4EF8DC64 10.Exclusive and Reserved Rights. a.In the event Licensee desires food and/or beverage services,Caterer and the Licensee will enter into a separate written contract for Catering Services.All contracts for Catering Services will be exclusively administered,managed,performed and processed by Caterer and not by Licensor.In connection therewith,Licensee shall not cause or allow beer, wine,or alcoholic beverages of any kind to be provided,served or consumed within the Facility without the express written permission of the Caterer (who shall be the holder of the alcoholic beverage license(s)used in connection with the Event)and Licensor.Licensor shall have no responsibility or liability for or in connection with the Caterer or the Catering Services provided to Licensee. b.Licensor has the exclusive right to operate the Facility's Production Equipment with its own technical personnel and to charge Production Fees therefor. c.Licensor reserves and at all times shall have the sole right to provide,for sale or gratis,librettos,flowers,periodicals and other merchandise pertaining to the Facility and the New World Symphony,and to rent and sell opera glasses,umbrellas,and other articles, including souvenir programs and other souvenir material at all public Events,and to retain all proceeds thereof.Licensee shall not engage in or undertake to provide,for sale or gratis,any of the aforesaid articles or privileges without the prior written consent of Licensor.With the prior written agreement of Licensor,Licensee may sell merchandise related to its Event that is reasonably approved by Licensor through Licensee's own representatives with a payment to Licensor of a twenty-five percent (25%)royalty on gross sales,to be settled immediately upon conclusion of the Event.Licensee shall reimburse Licensor for the costs of any labor provided by Licensor in connection therewith. d.Licensee shall have only non-exclusive use of box office services,and Licensor reserves the right of concurrent use of the box office services for other purposes.The box office shall be staffed solely by Licensor personnel.Neither Licensor nor Licensee will guarantee that any minimum or fixed number of tickets for the Event will be sold.Tickets for Licensee event will be sold in person at the box office during standard hours of operation,over the telephone by calling the box office at 305-673-3330 during standard hours of operation,or via the internet,online at www.newworldcenter.com.All receipts from the Facility's box-office shall,until such time as settlement is made,be under the absolute custody,control and supervision of Licensor.For all events with a public ticket sale component utilizing box office services,Licensee agrees to a one-time secure direct mailing conducted by Licensor to Licensee's event attendees within 18 months of the Event taking place. e.Licensor reserves the right for its representatives to enter the Premises and to eject from the Facility any person or persons who is behaving in an objectionable manner,and Licensee hereby waives all rights and all claims,if any,for damages against Licensor or its representatives for exercising this authority. f.Licensor reserves the right,without any obligation and without any payment, fee,royalty or other consideration whatsoever due or payable to Licensee or any third party,to capture photographic images and video footage of Event load-in,Event set-up,Event load- Docusign Envelope ID:37304875-73B1-4 28D-884E-3CBF4EF8DC64 out and related Event staging for archival production reference purposes only.Licensor shall use such images and video footage,if at all,only following the Licensee's event unless the event is public and the attendees have not been restricted from sharing images publicly. g.Licensor reserves the right,without any obligation and without any payment, fee,royalty or other consideration whatsoever due or payable to Licensee or any third party(i) to capture photographic images and video footage of Event and (ii)to use such images and video footage for promotional purposes in printed materials (such as sales brochures),digital applications (such as the New World Center website),or social media (including Facebook, lnstagram,and Twitter).Licensor shall use such images and video footage,if at all,only following Licensee's Event. h.Licensor reserves the right to remove from the Facility all machinery, equipment or other effects remaining in the Facility after the specified Term at the sole expense of Licensee and to store the same at the sole expense of Licensee,and without any liability therefor on the part of the Licensor. i.Licensor shall have the sole right to collect and have custody of personal articles left,lost or checked in the Facility by Licensee's Invitees,and Licensee may not collect or interfere with the collection or custody of such articles. 11.Broadcasting,Televising and Recording. a.Licensee may not contract or make arrangements for radio,television or internet broadcasting,filming,photographing,taping,sound recording,or other kinds of reproduction or broadcast of whatever nature for any performance presented by Licensee under the Agreement,without the prior written consent of Licensor,which consent shall not be unreasonably withheld,and which consent is limited to the logistical and operational aspects of the requested activity.Any such consent may be conditioned upon the payment of Additional Fees to Licensor in connection therewith.If Licensor consents to any such arrangement,credit shall be given to the Facility by including,either orally or by visual graphics,the following credit (or a credit reasonably similar thereto):"This performance originated from the Premises at the New World Center,Miami Beach,Florida." b.This provision does not apply to or prohibit Licensee from photographing or making recordings of its rehearsals and/or performances for archival or self-promotional purposes nor does it apply to or prohibit the news media from taping,recording,or photographing Licensee's rehearsals and/or performances for news or promotional purposes. Notwithstanding the above,the recording or photographing of any of Licensee's rehearsals and/or performances shall be used solely for archival,promotional or news purposes.Licensee shall be solely responsible for any fees and expenses incurred by Licensor in relation to the recording or photographing of any of Licensee's rehearsals and/or performances for archival, promotional or news purposes. 12.Assignment. Licensee may not assign this License Agreement and its rights hereunder without the express written consent of Licensor. Docusign Envelope ID:37304875-7381-4 28D-884E-3CBF4EF8DC64 13 .Insurance,Re lease and Ho ld Harm less. a.Licensee shall,at Licensee's sole cost and expense,procure and continue in force during the term of this License Agreement,the following insurance coverage: a.Com m ercia l G e neral Li ability i.Limits not less than: 1.$1,000,000 Bodily Injury and Property Damage (Premises Operations),per occurrence 2.$2,000,000 General Aggregate 3.$1,000,000 Pro ducts/Completed Operations ii.Coverage to include: 1.Covera ge to be written on an Occurrence Basis (Claims Made forms will not be accepted) 2.Additional Insured Endorsement CG 20 26 07 04 or equivalent Broad Form Vendors Endorsement 3.W aiver of subro gation in favor of New World Symphony 4.Covera ge to be written on a Primary &Non-Contributory basis 5.Host Liquor Liability included b.Com m e rcia l A uto Li ability i.Limits not less than: 1.$1,000,000 Combined Single Limit applicable to Owned, Hired and Non-Owned Autos ii.Coverage to include: 1.Additional Insured status for New W orld Symphony 2.W aiver of subro gation in favor of New World Symphony 3.Coverage to be written on a Primary &Non-Contributory basis c.W orkers Co m pe nsatio n &Em ployers Li ability i.Limits not less than: 1.$500,000 /$500,000 /$500,000 ii.Coverage to include: 1.W aiver of Subrogation in favor of New World Symphony d.Co m m e rcia l Um b rella/Excess li ability i.$1,000,000 ii.Coverage to follow form over Commercial General Liability,Auto Liability and Employers Liability policies. e.The insurance carrier must have a Best's Rating of at least A-VII. f.The Certificate of Insurance must make the pro vision as follows,detailed in the description of operations: "Ne w W orld Sy m p ho ny,Inc.and their parent,successors in interest or assig ns,affil iates,subsidiaries,related entit ies,and their off icers,agents,directors,stockholders,and em ployees are he reby nam ed as additional insureds w ith respect to General Li ability and A utom o b ile Li ability.G eneral Li ability and A uto Li ability cov erage is w ritt en on a prim ary and non-contributory basis.A w aiver of sub rogation applies to G eneral Li ability,A uto Li ability and W orkers C om pensatio n.It is agreed that in no event sha ll theses ins urance com panies have any right of recovery aga inst The Ne w W o rld Sym phony,Inc.and their parent, successors in interest or assigns,aff iliates,subsidiaries,related entities,and the ir off icers,agents,directors,stockholders,and Docusign Envelope ID:37304875-73B81-428D-884E-3CBF4EF8DC64 employees.Umbrella/Excess Liability is written on a follow form basis." b.In lieu of the above,the Licensor may offer the Licensee coverage via the Tenant User Liability Insurance Policy (details available upon request).If Licensee is a Florida municipal corporation that self-insures for liability coverage,Licensee may elect to provide Licensor with written certification that Licensee is a self-insured Florida municipality that has taken the necessary provisions to process any liability claims that may arise and that the same protection will be afforded as would be if provided by a policy of insurance if the same were in place. c.All policies shall be written by an insurer acceptable to Licensor and licensed to do business within the State of Florida,and shall provide a thirty (30)day notice of material change or cancellation to Licensor.All policies shall name Licensor and such parties as Licensor may designate from time to time as additional insureds. d.Licensee shall require that its independent contractors or subcontractors and/or vendors produce to Licensor,prior to commencing any installation or other work on the Premises,a certificate of insurance policy evidencing that the foregoing insurance coverage is maintained. e.Licensee hereby releases Licensor and Licensor's agents,employees, officers,staff,contractors,representatives,musicians,artists,conductors,directors, shareholders and partners,and the City of Miami Beach,Florida (collectively the "Released Parties")from,and shall not hold Released Parties liable for,any liability for personal injury, consequential damages,loss of income or damage to or loss of property or persons,or loss of use of any property,in or about the Facility from any cause whatsoever unless such damage, loss or injury directly results from the gross negligence or willful misconduct of the Released Parties.Further,the Released Parties shall not be liable to Licensee for any such damage or loss to the extent Licensee is compensated or would have been compensated by the insurance which Licensee is obligated to maintain pursuant to this Section 13. f.Licensee agrees to indemnify,defend and hold Released Parties harmless from and against injury,loss,damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys'fees and court costs)which may be imposed upon or incurred by or asserted against Released Parties occurring during the term of this License Agreement,or during any period of time prior to or after the expiration date hereof when Licensee may have been given access to or possession of all or any part of the Premises,arising from: (i)any work or act done in,on or about the Facility or any part thereof,the direction of Licensee and its Invitees; (ii)any negligence or other wrongful act or omission on the part of Licensee or its Invitees; (iii)any accident,injury or damage to any person or property occurring in, on or about the Facility or any part thereof,unless caused by the gross negligence or willful misconduct of Licensor or its Invitees; (iv)any failure on the part of Licensee to perform or comply with any of the covenants,agreements,terms,provisions,conditions or limitations Docusign Envelope ID:37304875-73B1-428D-884E-3CBF4EF8DC64 contained in this License Agreement on its part to be performed or complied with; (v)any defamation of any person,individual or corporate;and (vi)any violation or infringement of any copyright,intellectual property right, right of privacy or other statutory or common law right of any person, individual or corporate. g.This Section 13 shall survive the expiration or earlier termination of this License Agreement. 14.Event of Default. a.It shall be an "Event of Default"if any one or more of the following events shall occur: (i)Licensee shall default in the payment when due of any License Fee or Additional Fee or other sum of money specified hereunder or agreed to be paid by Licensee;or (ii)Licensee shall cancel or otherwise fail to use the Premises pursuant to this Agreement;or (iii)Licensee shall default in the performance of any other of the terms, conditions or covenants contained in this License Agreement to be performed or observed by Licensee other than that specified in (a)(i)and (ii)above,and Licensee does not remedy such default within one (1)day after written notice thereof. b.Upon the occurrence of an Event of Default,Licensor shall have and may pursue all rights and remedies permitted under this Agreement and applicable law,including but not limited to Licensor taking exclusive possession of the Premises,removing all persons therefrom and suspending or terminating ticket sales for the Event. c.Licensee agrees to pay reasonable attorney's fees and costs incurred by Licensor to enforce this License Agreement. 15.Termination. a.In addition to such other rights and remedies as it may have under law,in equity or under this Agreement,the parties reserve the right to terminate this Agreement as follows: (i)At any time,by mutual consent; (ii)By the Licensee in the event of any material breach by Licensor of its obligation or representations contained herein,and upon the failure of the Licensor to cure the breach within thirty (30)days after receiving written notice of such breach; (iii)By the Licensor in the event of any material breach by the Licensee of any of its agreement,representations,warranties or covenants Docusign Envelope ID:37304875-7381-4 28D-884E-3CBF4EF8DC64 contained herein,and with respect to any breach that is curable,the failure of the Licensee to cure such breach within thirty (30)days after receipt of notice of such breach from Licensor; (iv)By the Licensor if,in Licensor's sole but reasonable discretion,it determines that the use to which the Premises is or shall be put by Licensee is not in the best interests of public health or safety,or is likely to constitute a nuisance or harm the Premises or the Facility; (v)By the Licensor in the event that Licensor learns that Licensee's activities in a prior venue during the last year have been dangerous to the public health or safety or have harmed such venue; (vi)By the Licensor in the event that the Premises or Facility is destroyed, damaged or otherwise made unfit for occupancy not due to any fault of Licensor,in which events Licensor shall refund Licensee's Reservation Fee and any payments of License Fees or Additional Fees paid by Licensee to the sole extent that expenses associated with such fees have not been incurred by Licensor; (vii)By the Licensor in the event that any of Licensor's policies of insurance with respect to the Facility are canceled or adversely impacted as a result of Licensee's use or occupancy of the Premises. b.Any termination by Licensor under subsections (),(iii),(iv),(v),(vi)or (vii) above,the license granted thereby may be revoked.With the exception of subsection (vi),if Licensor terminates this Agreement under subsections (i),(iii),(iv),(v)or (vii),Licensee shall remain liable to pay Licensor all amounts due under the Agreement to the extent that expenses in such amounts have been incurred by Licensor. 16.Security. Licensee acknowledges that any security measures or systems that may be instituted or installed by Licensor may be suspended or modified at Licensor's sole discretion or as a result of causes beyond the reasonable control of Licensor.No such event will render Licensor liable to licensee or third parties for damages,abatement of payments due hereunder,or relieve Licensee from the responsibility of performing its obligations under this Agreement. Licensee acknowledges that any safety and security measures,devices,services,systems and program which may be provided by Licensor,while intended to deter crime and ensure the safety of persons and property,may not do so,and Licensee hereby assumes the risk that any safety or security measure,device,service,system or program may not be effective with respect to its property and interests,and Licensee shall obtain insurance coverage to the extent it desires protection against such criminal acts and other losses.Licensee agrees to cooperate in any reasonable safety or security program put in place by Licensor or required by Legal Requirements. 17.Construction Liens. Licensee shall not suffer or permit any construction lien to be filed against the Facility or any part thereof by reason of work,labor,services,or materials requested and supplies Docusign Envelope ID:37304875-73B1-428D-884E-3CBF4EF8DC64 claimed to have been requested by Licensee;and if such lien shall at any time be so filed, Licensee shall cause it to be canceled and discharged of record (by bonding or otherwise), within ten (10)days after notice of the filing thereof,and Licensee shall indemnify and hold harmless Licensor from any loss incurred in connection therewith. 18.Emergencies;Force Majeure. a.Licensor is entitled to exercise its sole discretion in establishing and implementing its own policies and procedures pertaining to the health and safety of people and its property in situations deemed by Licensor to be emergencies,whether or not a particular situation is deemed by the City of Miami Beach or Miami-Dade County or other third party to be an emergency,and Licensor shall give the Licensee reasonable oral or written notice of its intent to implement any such policies and procedures.Such Licensor policies and procedures may include,but shall not be limited to,closing the Facility,increasing or decreasing room capacities,removing all or part of certain components of the Production Equipment from their customary locations to places of greater safety,cutting or reducing power to any components or systems or to all or part of the Facility,or evacuating some or all Licensor personnel from the Facility,the area and/or the City of Miami Beach. b.Notwithstanding and without limiting the preceding paragraph in any way,if either party is prevented from performing its obligations under this Agreement by any matter or condition beyond its reasonable control and which by the exercise of due diligence it is unable, wholly or in part,to prevent or overcome,financial inability excepted,such as,but not limited to,war,terrorist act,public emergency,global health emergencies (including but not limited to disease outbreaks,epidemics,and pandemics),natural calamity,strike,labor disturbances, fire,unusual interruption of transportation services,interruption of utility service,casualty, earthquake,flood,hurricane,act of God,or other disturbance or any governmental restriction ("force majeure"),then the following provisions shall apply (subject to Section 18(c)below): (i)Licensor's obligations under the Agreement shall be suspended or excused to the extent commensurate with such force majeure; (ii)Licensee's obligations under the Agreement shall be suspended or excused to the extent commensurate with such force majeure and Licensee shall be excused from making further payments until such time as the force majeure event ends; (iii)Licensor and Licensee shall make reasonable public announcements, as a shared expense,concerning the cancellation of the Event in a timely manner and in all appropriate forums,as mutually determined by them; (iv)Neither party shall be obligated to the other for any losses or costs sustained or incurred by the other party as a result of such force majeure; and (v)The parties shall make best efforts to reschedule the canceled Event,as follows: Docusign Envelope ID:37304875-73B1-4 28D-884E-3CBF4EF8DC64 (A)Licensee and Licensor shall,within 120 days of the cancelled Event date,attempt in good faith to identify a new Event date, subject to availability of the Premises or comparable space within the Facility.Unless the parties agree otherwise,the new Event date must be within one year of the cancelled Event date. (B)If the parties are able to identify an acceptable new Event date, they shall execute an addendum to this Agreement establishing the new Event date and all funds previously paid under this Agreement shall be applied to the new Event date. (C)If Licensee fails to make best efforts to reschedule the cancelled Event as set forth above,it shall forfeit any right to a refund of amounts paid under this Agreement. (D)If the parties,despite best efforts,are unable to identify a new Event date and they mutually determine that further efforts to reschedule the Event will not be productive,this Agreement shall be terminated and all refundable amounts paid under the Agreement shall be refunded to Licensee within thirty (30)days of said termination. 19.Non-Recourse. Anything in this License Agreement,either expressed or implied,to the contrary notwithstanding,Licensee acknowledges and agrees that each of the covenants,undertakings and agreements herein made on the part of Licensor are made and intended not as personal covenants,undertakings and agreements of Licensor,or for the purpose of binding Licensor personally or the assets of Licensor,except Licensor's interest in the Facility;and that no personal liability or personal responsibility is assumed by,nor shall at any time be asserted or enforceable against Licensor,any partner of Licensor,any parent,subsidiary or partner of Licensor or any partner of Licensor,or the City of Miami Beach,as ground lessor,or any of their respective heirs,personal representatives,successors and assigns. 20.Subordination. This License Agreement is and shall be subject and subordinate to all ground or underlying leases of the entire Facility and to all mortgages,deeds of trust and similar security documents which may now or hereafter encumber the Facility,and to all renewals, modifications,consolidations,replacements and extensions thereof.This clause shall be self- operative and no further instrument of subordination shall be required by any Licensor or mortgagee,but in confirmation of such subordination,Licensee shall execute,within fifteen (15)days after request,any certificate that Licensor may reasonably require acknowledging such subordination. Docusign Envelope ID:37304875-73 1-4 28D0-884E-3CBF4EF8DC64 21.Notices. All notices,demands,requests and other communications hereunder shall be in writing either personally delivered or mailed,via certified mail,return receipt requested,or sent by overnight courier or e-mail to the following addresses: If to Licensor,to: New World Symphony 500 17 Street Miami Beach,Florida 33139 Attention:Michelle Kucharczyk,VP of Business Development Email:Michelle._Kucharczyk@nws.edu And if to Licensee,to: City of Miami Beach 1755 Meridian Ave,Suite 500,5th Floor Miami Beach,FL 33139 USA Attention:CynthiaCasanova Email:cynthiacasanova@miamibeachfl.gov Notices will be deemed to have been given upon either receipt or rejection.Unless or until either of the respective addresses is changed by notice in writing sent to the other party as set forth above,thereafter to the address contained in such notice. 22.Successors and Assigns. This License Agreement shall be binding upon and inure to the benefit of the parties, their respective successors,personal representatives and assigns. 23.Miscellaneous. a.Nothing in this Agreement will be interpreted as granting to the Operator any right to real property,or a franchise,tenancy,easement,possessory interest,license, leasehold or any other rights in and to the Premises or the Facility except as specifically stated herein. b.The existence of this Agreement will not constitute an implied endorsement by Licensor of any products or services offered by Licensee. c.Licensee shall not record this License Agreement nor any memorandum or short form thereof,and upon demand by Licensor,Licensee shall immediately remove and discharge from the public records any improperly recorded copy of this License Agreement,or memorandum or short form thereof. d.If any term of this License Agreement is found to be void or invalid,such invalidity shall not affect the remaining terms of this License Agreement,which shall continue in full force and effect. Docusign Envelope ID:37304875-73B 1-428D-884E-3CBF4EF8DC64 e.Failure of Licensor to insist on strict performance of any of the conditions or provisions of this License Agreement,or to exercise any of Licensor's rights hereunder,shall not waive such rights. f.This License Agreement shall be governed by and construed in accordance with the laws of the State of Florida,excluding those laws relating to conflict of laws.Each party hereby irrevocably waives all right to trial by jury in any suit,action or proceeding with respect to this agreement. g.This License Agreement constitutes the entire agreement and understanding of the parties and supersedes all offers,negotiations and other agreements.There are no representations or understandings of any kind not set forth herein.Any amendment to this License Agreement must be in writing and executed by both parties. 24.Counterparts and Electronic Signatures a.This Agreement may be executed in counterparts,each of which shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same agreement.Signatures to this Agreement transmitted by electronic means shall be valid and effective to bind the signing party.Each party agrees to promptly deliver to the other an original,executed signature page to this Agreement,but a failure to do so shall not affect the enforceability of this Agreement. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Docusign Envelope ID:37304875-73B1-4 28D-884E-3CBF4EF8DC64 IN WITNESS WHEREOF,the parties hereto have executed this License Agreement as of the date aforesaid. FO R LI C E N S O R: By:Michelle Kucharczyk VP of Business Development Title December 1,2024 Date FO R LI C E N S E E : A TT ES T: N EW W O R LD SYM PH O N Y Digitally signed by Michelle o.aJ ?Kucharczyk Date:2024.12.01 16:39:57 -05'00' C ITY O F MIAMI BEAC H ,FLO R ID A By: ~D ocuS igned by: Kafl •Gra do FA B8B AOBFB 6E 4GE Rafael E.Granado,City Clerk 12/2/2024 I 12:38 PM EST Date John Rebar,Director -Parks and Recreation APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION .•~ Cy Atomey },ate Docusign Envelope ID:37304875-7381-4 28D-884E-3CBF4EF8DC64 EXHIBIT "A" LICENSE FEE FOR PREM ISES MAIN EVENT SPACE:Truist Pavilion OTHER EVENT SPACES:Atrium TOTAL EVENT DAY SPACE RENTAL FEES:[$975.00] TOTAL REHEARSAL,LOAD IN/OUT DAY FEES:[N/A] Capacities per space are subject to change at any time based on the most current government guidelines.Please contact the New World Symphony Business Development department for more information on current space capacities. The location of the Premises is highlighted on Exhibit "B"and is separately shared digitally hereto and made a part hereof. Rates are subject to change without notice.Additional fees,including production labor,front of house labor,equipment,service and box office fees,will apply and are customized to the client scope of work. Rates valid as of May 16,2024.