Sy Chadroff/Asia South Beach, LLCNo reports, other documents, articles or deliverables produced in whole
or in part under this Agreement shall be the subject of any application for copyright
or patent by or on behalf of the Consultant or its employees or subconsultants,
without the express prior written permission of the City. Further, in the event the
Consultant incorporates or otherwise uses previously (or pending) copyrighted,
trademarked, and/or patented material(s) pursuant to its performance of the
Services, Consultant shall be solely responsible for having obtained any and all
required approvals, permissions, and or authorization(s) for such use. The
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its
officers, employees and agents, from and against any and all actions, claims,
liabilities, losses, and expenses, including, but not limited to, attorney's fees, for
personal, economic or bodily injury, wrongful death, loss of or damage to property,
which may arise or be alleged to have arisen from Consultant's use of any
copyrighted, trademarked, and/or patented material pursuant to this Subsection
4.14.
4.16 NOTICES
All notices and communications in writing required or permitted
hereunder may be delivered personally to the representatives of the Consultant and
the City listed below or may be mailed by registered mail, postage prepaid (or
airmailed if addressed to an address outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall
be addressed as follows:
TO CONSULTANT: Louise Kane, Managing Director
Management Consultants for the Arts, Inc.
132 East Putnam Avenue
Cos Cob, CT 06807
Linda Sweet, Managing Director
Management Consultants for the Arts, Inc.
132 East Putnam Avenue
Cos Cob, CT 06807
TO CITY: Max Sklar, Director
City of Miami Beach Department of
Tourism and Cultural Development
1700 Convention Center Drive
Miami Beach, Florida, 33139
Tel/fax 305-673-7577/305-673-7262
Notices hereunder shall be effective:
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If delivered personally, on delivery; if mailed to an address in the city of
dispatch, on the day following the date mailed; and if mailed to an address outside
the city of dispatch on the seventh day following the date mailed.
4.17 LITIGATION JURISDICTIONNENUE
This Agreement shall be enforceable in Miami-Dade County, Florida,
and if legal action is necessary by either party with respect to the enforcement of
any or all of the terms or conditions herein, exclusive venue for the enforcement of
same shall lie in Miami-Dade County, Florida.
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Florida, both substantive and remedial, without regard to
principles of conflict of laws. The exclusive venue for any litigation arising out of this
Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S.
District Court, Southern District of Florida, if in federal court. BY ENTERING INTO
THIS AGREEMENT, CITY AND CONSULTANT EXPRESSLY WAIVE ANY
RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
4.18 ENTIRETY OF AGREEMENT
This writing and the Services embody the entire Agreement and
understanding between the parties hereto, and there are no other agreements and
understandings, oral or written with reference to the subject matter hereof that are
not merged herein and superceded hereby.
4.19 LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can
place a limit on the City's liability for any cause of action for money damages due to
an alleged breach by the City of this Agreement, so that its liability for any such
breach never exceeds the sum of $1,000. Consultant hereby expresses its
willingness to enter into this Agreement with Consultant's recovery from the City for
any damage action for breach of contract to be limited to a maximum amount of
$1,000.
Accordingly, and notwithstanding any other term or condition of this
Agreement, Consultant hereby agrees that the City shall not be liable to the
Consultant for damages in an amount in excess of $1,000 for any action or claim for
breach of contract arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement. Nothing contained in this
paragraph or elsewhere in this Agreement is in any way intended to be a waiver of
the limitation placed upon the City's liability as set forth in Section 768.28, Florida
Statutes.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their appropriate officials, as of the date first entered above.
FOR CITY:
CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By. Q.~-G~C.~.^
Robert Parcher
City Clerk
By:
a i errera Bower
Mayor
FOR CONSULTANT:
ATTEST:
By:
Secretary
~C7 C.(l~~ ~L Ct h-L
Print Name
Corporate Seal
Management Consultants for the
Arts, Inc.
~~ ry~~~
By: ~~°r~
President
C~~y~-y /c~~~,~
Print Name
APPROVED AS TO
FORM & LANGUAGE
8 FOR G~CDCUTION
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