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HomeMy WebLinkAboutR-03-0141J-03-121 2/13/03 RESOLUTION NO. 03— 141 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A USE AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, WITH COCONUT GROVE CARES ANTIQUE AND JEWELRY SHOW FOR USE OF THE COCONUT GROVE EXPO CENTER, SUBJECT TO CERTAIN TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is authorizedll to execute a Use Agreement ("Agreement"), in substantially the attached form, with Coconut Grove Cares Antique and Jewelry Show ("Show") for use of the Coconut Grove Expo Center, subject to certain terms and conditions set forth in the Agreement, including but not limited to the following: 1. An eight-month rent and expenses deferral for the period of May through December 2002; 2. Regular rent and expenses to be paid by Coconut Grove Cares to the City beginning with the January 2003 Show; and 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. ��,'y OO MMION ME ING OF FEB 1 3 2003 A"aluxion No. )3-- 141 3. Commencing with the April 2003 Show, Coconut Grove Cares agrees to pay the City the Use Fee, as required by the City Code, and 4. Commencing with the first business day of March 2003 through February 2004, Coconut Grove Cares agrees to pay the City one -twelfth (1/12) of the total eight (8) months deferred amount owed the City. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.V PASSED AND ADOPTED this 13th day of February , 2003. ATTEST: PR SCILLA A. T OMPSON CITY CLERK APPROygD--A,,§ TO F AND CORRECTNESS / gZANDRO VILARELLO TY ATTORNEY W6907:tr:AS:BSS If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 2 of 2 #)3— 141 USE AGREEMENT DI?Altr COCONUT GROVE EXPO CENTER (EXHIBITIONS) This Agreement is entered into this _ day of ,200_ by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Coconut Grove Cares, Inc., a not for profit corporation. (User"). In consideration of the mutual covenants and promises herein contained, the City hereby grants to User the right, privilege and permission to enter into and upon the municipal facility owned by the City and known as the Coconut Grove Expo Center (the "Facility") for the Permitted Use and during the Use Period, as the terms are hereinafter defined, subject the terms and conditions set forth in this Agreement. 1. TERM: The term of this Agreement shall commence upon full execution hereof and shall terminate upon fulfillment of all the responsibilities and obligations of the parties hereunder. 2. PERMITTED USE: User shall be permitted to enter the Facilities for the purpose of presenting the Antique and Jewelry Show (the "Event') during the Use Period and for no other purpose. 3. USE PERIOD: The Use Period shall consist of the periods for set-up and dismantle and for presentation of the Event. The period for presentation of the Event shall commence at _11:00 a.m., on the day of , 2003, and shall terminate at 5:00 p.m., on the day , 2003. Unless otherwise agreed by the Director of the Facility (the "Director") the set-up period shall commence no earlier than 8:00 a.m. on the day of 2003. Dismantle shall begin immediately upon the conclusion of the Event and conclude by 9:00 p.m. on the day of 2003. Should User require a longer period for set-up and dismantle, the same may be allowed by the Director, in consideration of an additional fee. 4. USE FEE: The Use Fee shall be the sum total of the Basic Use Fee and the Additional Charges. The Basic Use Fee for the use of the Facility shall be computed in accordance with the rates established in Article IV, Chapter 53 of the Code of the City of Miami (the "Code"), in effect on the Use Period. The Basic Use Fee includes normal janitorial supplies, air conditioning during the Event hours only, house lights for ordinary use and water for reasonable purposes. 03- 141 User understands and agrees that the use rates may change by amendments to the Code, effectuated by ordinance, from time to time. In addition to the Basic Use Fee, the User shall pay the Additional Charges, which shall include the payment of additional services and facility equipment (such as tables and chairs which must be rented from the Facility), all amounts due in connection with the Permitted Use, including all applicable taxes, including State of Florida sales tax, and all other amounts due by User under this Agreement. 5. PAYMENT OF USE FEE: User agrees to pay to the City the Use Fee as follows: A. Reservation Deposit: The Reservation Deposit shall be an amount equal to 50% of the Use Fee. The Reservation Deposit shall be paid as follows: (i) twenty percent (20%) upon execution of this Agreement, and as a condition to its effectiveness, and (ii) thirty percent (30%) no later than 30 days prior to the Use Period. The Reservation Deposit shall be non-refundable, except where the Event is canceled by the City under Section 22 A. below, or as a result of Force Majeure. B. Use Fee: The Use Fee shall be paid 30 days before the presentation of the Event. An estimate of the rental charges will be provided by the Expo Center Manager. C. Form of Payment: All payments form User to City shall be by cashier's or certified check drawn on a local bank. 6. DEPOSIT: Upon execution of this Agreement, and as a condition to its effectiveness, User shall deliver to the City a deposit, in the amount of to be held by the City throughout the Use Period. The Deposit shall secure User's performance under this Agreement and full payment of all amounts due hereunder, including the cost of any damage repairs, replacement or restoration, payment of any Additional Charges, or to defray any other unusual but reasonable expense borne by the City as a consequence of presentation of the Event. The City shall return the Deposit, or the unexpended portion thereof, to the User upon full satisfaction of all of User's obligations hereunder. 7. EVENT PERSONNEL, UTILITIES AND SUPPLIES: Except as otherwise specifically provided, User shall be responsible for the staffing of the Event and shall pay for all utilities, supplies or other services, except those which are furnished by the City and are included in the Basic Use Fee, as specifically provided under Section 4 above. User shall consult with the ais:CGUSEA-2 2 03- 141 Director to ensure that the Event shall be properly staffed and that staffing levels and security staffing are adequate to handle attending crowds. User's staffing requirements shall include: A. Security: Security staffing shall be provided by off-duty City of Miami Police officers and Firefighters and security guards. City of Miami Police Officers can only be acquired through the Special Events Detail, Miami Police Department, 444 S.W. 2nd Avenue, Miami, Florida 33130, (305) 579-6440. The security staffing requirements for an Event are based on factors such as the nature and layout of the Event, anticipated attendance, etc. The security staffing requirements for the Event, are: 1 off-duty police officer(s), 4 security guards and TBD firefighters. User shall pay to the City the Additional Charges for security staffing at least 30 days prior to the Use Period. The security staffing requirements are subject to changes in accordance with the provisions of Section 13, below. B. Event Personnel: User shall furnish, at its sole expense the Event Personnel, which includes ticket sellers, ticket takers, ushering staff, stagehands, spotlight operators, musicians, projectionists, box office personnel, installation personnel. C. Additional Utilities, Services and Equipment: User shall pay to the City, as an Additional Charge, the prevailing fee charged by the City for any utilities (such as electricity, air conditioning and water), or for other services provided by the City at the request of User, other than those specified in Section 4 above. User understands and agrees that it is required to use Facility equipment, such as tables, chairs, etc., which are rented by the City to the User for an additional fee and agrees to pay the amount thereof as an Additional Charge, unless the USER is using a Decorator, which supplies these tables and chairs. D. Staffing: User shall provide and install, subject to the Director's approval, all staging and props, including special lighting, etc., at its own expense, as needed for the Event. E. Electrical Contractor: User is hereby advised that electrical contractors hired by User for the purpose of performing services under this Agreement are required to execute an agreement with the City which provides, among other things, for the payment to the City of a fee equal to 10% of the compensation to be received by contractor for the performance of electrical services. User agrees to advise all electrical contractors engaged by User for the Event of this requirement and to ensure compliance with the provisions hereof prior to, and as a condition of, the commencement of the Use Period. ais:CGUSEA-2 3 q3— 141 F. Cost Confirmation: At least 30 days prior to the Use Period, the City shall provide to the User a "Cost Confirmation" sheet which shall describe, to the extent known and available, the Additional Charges. User shall pay the Additional Charges at least 30 days prior to the Use Period. User understands and agrees that the Cost Confirmation represents the City's good faith estimate of the additional charges, but the same may change in accordance with the provisions of this Agreement. 8. PARKING: The City shall provide and control all parking for the Event. The City agrees that charges to the public shall not exceed the usual and customary charges for parking at the Facility, unless otherwise agreed. All parking revenues and all parking rights shall belong to the City. If parking revenues are less than the cost to the City of operating the parking facility(ies) for the Event, then User shall pay to the City the difference as an Additional Charge. 9. ATTENDANCE LIMITATION: A maximum attendance of N/A persons will be permitted for the Event. User represents and warrants that no more than N/A number of tickets will be printed. 10. GATE OPENING TIME: Doors shall open as advertised and as approved by the City. All tickets and advertising shall indicate opening time. The City reserves the right to change or adjust the door opening time as it deems appropriate based on crowd control conditions. 11. CONCESSION RIGHTS: User understands and agrees that this Agreement shall not grant to the User any concession rights, which belong to an exclusive concessionaire for the Facility. Accordingly, the sale of all food or beverages except by the exclusive concessionaire, is strictly prohibited. 12. CONDITION OF FACILITY/REMOVAL OF USER'S EFFECTS: A. User has inspected the Facility and accepts it in "as -is" condition. User agrees to tear down and remove all of User's effects immediately after the Event. B. User agrees to surrender the Facility to the City properly cleaned and in the same condition existing upon User's acceptance. If the Facility is not properly cleaned to the City's satisfaction, then the City shall have the right to invoice the User for such additional cleaning. The cost of additional cleaning, as well as the cost of damage repairs, or any repairs necessitated as a result of the use of the Facility by User, shall be deducted from the Deposit. Any deficiency shall be paid by User upon demand. ais:CGUSEA-2 4 o)3— 141 C. The City shall have the right to remove from the Facility, at User's cost and expense, any effects remaining in or on the grounds of the Facility at the end of the Use Period. Alternatively, the City may charge the User for storage, at a rate equal to the lowest use rate, per day, for each day or part of a day that said effects remain in or on the grounds of the Facility. All amounts due by User under this Section shall be deducted from the Deposit and any deficiency shall be paid by User upon demand. D. The City shall have the right to enter upon the Facility at any time during the Use Period as it deems necessary. 13. FIRE AND POLICE: A. Fire: Not later than thirty (30) days prior to the commencement of the Use Period, User shall provide two (2) copies of a diagram/floor plan of the proposed Event layout to the office of Fire Department Plans Examiner, 444 S.W. 2nd Avenue, 10th Floor, Miami, Fl 33130. Similarly, not later than ten (10) days before the commencement of the Use Period, User shall obtain and deliver to the Director, an Assembly Permit, and such other permits as may be required by the City relative to the Event. Fire department manpower requirements for the Event shall be as stipulated by the Fire Marshall and approved by the Director. B. Police: The Director, after full discussion with the User concerning the Event, shall contact the City's Police Department to ascertain the level of police and/or other security staffing necessary for adequate crowd control, traffic circulation, and safety and/or other required security prior to, during and after the Event. The number of security personnel provided in Section 7. A. above represents a good faith estimate of the security requirements for this Event. If, however, during the course of the Event, the City determines that security for -the Event is insufficient for proper crowd control, then the City may summon such additional officers as are deemed necessary. User shall be responsible for payment of such additional security at the applicable rate, which shall be the rate normally charged for such officer, depending on factors such as whether the officer is off-duty or working overtime. In the event that off-duty police officers are summoned, then the compensation shall be based on the greater of four (4) hours or the actual time devoted to the Event, including "administrative" time, such as time devoted to booking prisoners, etc. ais:CGUSEA-2 5 �J3- 141 14. AUDIT AND INSPECTION RIGHTS: The City may, at reasonable times, and for a period of up to three (3) years following the expiration of the Use Period, audit, or cause to be audited, those books and records of User which are related to this Agreement. User agrees to maintain all such books and records at its principal place of business for a period of three (3) years after expiration of the Use Period. 15. PUBLIC RECORDS: User understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. User's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 16. COMPLIANCE WITH APPLICABLE LAWS: User agrees to obtain all required licenses and permits and to abide by and comply with all applicable laws, rules, regulations, codes and ordinances in the use of the Facility and/or presentation of the Event. 17. RULES AND REGULATIONS FOR THE FACILITY: By execution of this Agreement, User acknowledges that it has received and fully understands the "Rules and Regulations for Use of City of Miami Municipal Facilities" which has been furnished to User prior to the execution hereof. User hereby represent and warrants to the City that User shall abide by each, and shall not permit the violation of any, rule and regulation set out therein. 18. INDEMNIFICATION: User shall indemnify, hold and save harmless, and defend the CITY, its directors, officers, employees and volunteers from and against any and all claims, demands, liens, judgments, liability, losses or damages, including but not limited to cost, expenses and attorney's fees cause by the actual or claimed negligence (active or passive) or omission of USER, its agents, employees, contractors, or concessionaires, or either of them, either as a sole or contributory cause, for loss of, use of, injury to or destruction of any property and/or bodily or personal or other injuries, including death, at any time resulting therefrom, sustained by any person or persons, including officers and employees of the CITY, or in any manner attributable to any and all actions, representations, or performance of the provisions of this Agreement. ais:CGUSEA-2 6 03— •1 4 1 Notwithstanding the foregoing, it is specifically understood and agreed that USER shall not indemnify, defend or hold harmless the CITY, its officers and employees, or any of them from and against any and all claims, demands, liens, judgments, or otherwise, for or occur as the sole result of any act or activity of the CITY any person acting for the CITY or under their separate control or direction in failing to perform any act or duty imposed upon the CITY by the terms of this Agreement. USER shall not indemnify, defend or hold harmless the CITY as the sole result of any act or non -action by the CITY permitted or required pursuant to the terms of this Agreement. USER shall not indemnify, defend or hold harmless the CITY for any claims, liabilities, losses and causes of action which arise out of the CITY'S, its officers' and employees' sole negligence. As between the parties to this Agreement, such liability shall be solely borne by the CITY. 19. RISK OF LOSS: User understands and agrees that the City shall not be liable for any loss, injury or damage to any personal property or equipment brought into the Facility by User or anyone whomsoever, during the time that the Facility is under the control of, or occupied by the User unless such loss, injury or damage was the result of the City's sole negligence. All personal property placed or moved in the Facility shall be at the risk of User or the owner thereof. User further agrees that it shall be responsible to provide security whenever personal property either owned or used by the User, its employees, agents or subcontractors is placed in the Facility, including any property or equipment necessary for set-up and dismantle, whether or not the Facility is open to the general public. 20. INSURANCE: User shall obtain, at User's expense, and keep in effect during the term of this Agreement, general liability insurance, in a comprehensive form, in the following insurance limit amounts: General Aggregate: $1,000,000 Products/complete operations: $1,000,000 Personal/advertising injury: $1,000,000 Fire damage (any one fire): $ 50,000 Liquor liability (where applicable): $1,000,000 Such insurance shall be written by insurance companies which are satisfactory to the City and which are registered to do business in the State of Florida. All policies shall be endorsed to ais:CGUSEA--2 7 s) 3 141 name the City and its directors, officers, employees and agents, as additional insured, to provide that the City shall be given thirty (30) days advance written notice of cancellation, and shall be written on an occurrence basis. User shall provide to the City certificates evidencing the required insurance coverage at least thirty (30) days prior to the commencement of the Use Period and throughout the term of the Agreement, as the insurance policies expire. Binders are not acceptable. 21. DEFAULT: If User fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then User shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to its policies term of this written notice to User, terminate this Agreement whereupon all deposits, payments, advances, or other compensation paid by the User to the City shall be retained by the City. 22. CITY'S TERMINATION RIGHTS: A. Termination for Convenience: The City shall have the right to terminate this Agreement for convenience, in its sole discretion, upon at least 6 months written notice to User. Additionally, the City shall have the right to cancel this Agreement at any time if, in the exercise of its reasonable discretion, the City determines that the presentation of the Event, at the scheduled time, is not in the best interest of the City due to circumstances beyond the City's reasonable control. B. Termination for Cause: The City shall have the right to terminate this Agreement, without notice or liability to User, upon the occurrence of an event of default, as described in Section 21 above. C. Other Termination Rights: The City shall have the right to terminate this Agreement in the event that the Facility is condemned, or in the event of its damage due to fire, windstorm, catastrophe or other act of God, and the City decides, in its sole discretion, not to repair or rebuild. 23. NONDISCRIMINATION: User represents and warrants to the City that User does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with User's use of the Facility or presentation of the Event on account of race, color, sex, religion, age, handicap, marital status or national origin. User further covenants that no individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status ais:CGUSEA-2 8 o)3— 141 or national origin, be excluded from participation in, be denied services, or be subject to discrimination in connection with the use of the Facility under this Agreement. 24. ASSIGNMENT: This Agreement shall not be assigned by User, in whole or in part, without the prior written consent of the City's, which may be withheld, or conditioned, in the City's sole discretion. 25. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by giving notice in the manner herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO USER: Coconut Grove Cares, Inc. P.O. Box 33233-1390 Miami, Florida 33233 26. SCHEDULING RESTRICTIONS: TO THE CITY: Coconut Grove Expo Center 2700 South Bayshore Drive Miami, Florida 33133 The City agrees that during the term of this Agreement, and provided that no event of default has occurred hereunder, the City shall not authorize the Facility to be used for the presentation of an event which, in the judgment of the Director, is substantially similar or competitive to the Event, within a period of 21 calendar days before and after the Use Period. 27. MISCELLANEOUS PROVISIONS: A. User shall identify the City in all promotional material and press releases prepared or issued in connection with the Event. The City shall be identified as "The City of Miami, Florida" or "Miami. B. This Agreement shall be construed and enforced according to the laws of the State of Florida. C. Title and paragraph headings are for convenient reference and are not a part of this Agreement. D. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. ais:CGUSEA-2 9 03- 141 E. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. F. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. 28. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 29. PUBLIC SAFETY: The City reserves the right, through its Facility Manager or his representative, to eject any objectionable person or persons from said facility, and upon the exercise of this authority through the Facility Manager, his agents, or policemen, a User hereby waives any right and all claim for damages against the City. 30. ENTIRE AGREEMENT: This instrument, together with its attachments and all other instruments incorporated herein by reference constitute the sole and only agreement of the parties hereto relating to the use of the Facilities. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 31. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. 32. PROMOTIONAL TICKETS: User shall provide the Director of the Department of Conferences, Conventions and Public Facilities, or the representative with fifty 50 promotional tickets for each event for the purpose of promoting the Facility for future events. (Tickets to be turned in to the Expo Center Manager no later than fourteen (14) days prior to event). (Not applicable for this event). ais:CGUSEA-2r) 3 10 33. CONFLICT OF INTEREST: User is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Florida Statutes) and agrees that it will fully comply in all respects with the terms of said laws and any future amendments. THIS AGREEMENT SHALL BE RETURNED TO THE CITY, PROPERLY EXECUTED BY USER FEBRUARY 10, 2003 AT 5:00 P.M. FAILURE TO COMPLY WITH THIS PROVISION MAY RESULT IN THE CANCELLATION OF THIS AGREEMENT BY THE CITY AND FORFEITURE OF ANY DEPOSIT, ADVANCE OR PAYMENT MADE BY USER TO RESERVE THE USE PERIOD. ais:CGUSEA-2 11 03- 1 41 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "CITY" CITY OF MIAMI, a municipal ATTEST: corporation Priscilla A. Thompson, City Clerk WITNESS: APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello, City Attorney Joe Arriola, Chief Administrator Bv: Joe Arriola, City Manager "USER" Coconut Grove Cares, Inc., a State of Florida Not for Profit Corporation Signature: Tucker Gibbs, Title: President APPROVED AS TO INSURANCE REQUIREMENTS: Elliot Fixler, Consultant Division of Risk Management APPROVED AS TO DEPARTMENTAL REQUIREMENTS: Christina P. Abrams, Director Conferences, Conventions & Public Facilities ais:CGUSEA-2 12 %J3- 141 CITY OF MIAMI, FLORIDA CA=9 MEMORANDUM TO : Honorable Mayor Manuel Diaz and embers of the City Co 'on c oe FROM ! oe Arriola ity Manager DATE : FEB ` 5 2D FILE : SUBJECT : Resolution Authorizing the City Manager to Enter into a Use Agreement with Coconut Cares Antique & Jewelry Show REFERENCES: With Certain Terms and Conditions ENCLOSURES: RECOMMENDATION It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to enter into a Use Agreement with Coconut Grove Cares Antique and Jewelry Show for the use of the Coconut Grove Expo Center under the terms and conditions summarized below. BACKGROUND Coconut G rove C ares A ntique a nd Je welry S how d esire t o enter i nto a U se A greement with the City of Miami for the use of the Coconut Grove Expo Center under the following terms and conditions: • Eight month rent and expenses deferral for the months of May through December 2002. • Regular rent and expenses will be paid by Coconut Grove Cares to the City beginning with the January 2003 Antique and Jewelry Show (Show). • Beginning with the February 2003 Antique and Jewelry Show (Show), Coconut Grove Cares agrees that it will pay to the City the Use Fee, as stated in the City Code, and one -twelfth (1/12) of the total eight (8) months deferred amount owed to the City, beginning the first business day of February 2003 and extending through January 2004. Coconut Grove Cares is a non-profit organization that provides social services to the families of our community. Profits derived from the presentation of the events are used to fund programs such as after school care, summer camp, parenting classes, etc. for the benefit of our youth. The organization presents the monthly Antique and Jewelry Show at the Coconut Grove Expo Center and has been doing so for more than fifteen (15) years. CAG/BN/CPA 03- 141