HomeMy WebLinkAboutR-02-1109J-02-864
10/07/02
RESOLUTION NO. 02 —1109
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE
DIRECTOR OF THE BAYFRONT PARK MANAGEMENT
TRUST ("TRUST") TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, BETWEEN
UNIPRO GROUP ("LICENSEE") AND THE TRUST FOR A
HOLIDAY VILLAGE EVENT AT BAYFRONT PARK, FOR
AN INITIAL PERIOD OF FIVE YEARS, WITH THE
OPTION TO EXTEND THE TERM OF THE AGREEMENT
FOR AN ADDITIONAL FIVE YEARS, SUBJECT TO (1)
THE TRUST'S APPROVAL, AND THE LICENSEE
PROVIDING THE TRUST WRITTEN NOTICE OF ITS
INTENTION TO EXERCISE ITS OPTION AT LEAST
NINE MONTHS IN ADVANCE OF THE END OF THE
TERM, (2) ALL TERMS AND CONDITIONS SET FORTH
IN THE AGREEMENT, AND (3) ALL APPLICABLE
REQUIREMENTS AND RESTRICTIONS.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The Executive Director of the Bayfront Park
Management Trust ("Trust") is authorized -11 to execute an
Agreement in substantially the attached form, between Unipro
Group ("Licensee") and the Trust for a Holiday Village Event at
1� The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
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Resowti4R 11,10.
02-1109
Bayfront Park, for an initial period of five years, with an
option to extend the term of the agreement for an additional five
years, subject to (1) the Trust's approval and the Licensee
providing the Trust with written notice of its intention to
exercise its option at least nine months in advance of the end of
the term, (2) all terms and conditions set forth in the
agreements, and (3) all applicable requirements and restrictions.
Section 2. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor Y
PASSED AND ADOPTED this 10th day of October 2002.
4%aao?le4�01
/1ANUEL A. DIAZ, MAYO
EST:
PRISCILLA A. THOMPSON
CITY CLERK
APPROVED _&S --'TQ, FO,4M PX6 CORRECTNESS :t�>
W66QZ:tr:AS:BSS
zi If the Mayor does not sign this Resolution, it shall become
effective at the end of ten 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 02 1 J41
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Last Revision: September 13, 2002
BAYFRONT PARK
REVOCABLE LICENSE AGREEMENT
THIS REVOCABLE LICENSE AGREEMENT hereinafter referred to as the "AGREEMENT",
made this day of , 2002, by and between the Bayfront Park Management Trust, a
limited agency and instrumentality of the City of Miami, a municipal corporation of the State of Florida,
hereinafter referred to as the 'TRUST", and Unipro Group, a Florida for-profit corporation with offices
located at 7003 N. Waterway Drive, Miami Florida 33155, hereinafter referred to as the "LICENSEE".
RECITALS
WHEREAS, LICENSEE has approached the TRUST with its idea to promote an EVENT at
Bayfront Park, hereinafter referred to as the "PARK", and has proposed to enter into an Agreement with
the TRUST to use the PARK facilities; and
WHEREAS, this EVENT will draw the citizens of the City of Miami, hereinafter referred to as
either "City" or "City of Miami", and Miami -Dade County to the PARK and Downtown Miami during the
holiday season and winter months; and
WHEREAS, during the period that LICENSEE will be using the PARK, more people will be
encouraged to visit the PARK, the PARK will continue in operation, will be available for use by the
citizens and other events will be sponsored in the PARK; and
WHEREAS, the TRUST adopted a resolution on March 26, 2002, directing the Executive Director
to enter into negotiations for the terms and conditions of LICENSEE promoting said EVENT in the PARK;
and
WHEREAS, the TRUST, by Resolution No. 02-046, adopted on July 29, 2002, authorized the
Executive Director to execute this Agreement; and
WHEREAS, the Commission of the City of Miami, by Resolution No. - ,
adopted on , 2002, approved and authorized the TRUST, through its Executive Director
to execute this Agreement, under the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the
TRUST does hereby grant unto LICENSEE the privilege of entry upon or into the PARK for the purpose
of conducting a holiday theme park hereinafter referred to as the "EVENT", during the period set forth
below.
TERMS
1. RECITALS:
The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement.
2. USE PERIOD:
During the first year of this Agreement, the USE PERIOD will commence September 1, 2002 and
end no later than 12 midnight January 8, 2003. On September 1, 2002, LICENSEE will enter the
PARK for the lighting of trees. The load -in of the village component will commence November 4,
2002. The EVENT will open to the public beginning November 29, 2002, and dose January 5,
2003. The load -out will terminate no later than 12 midnight January 8, 2003, and lighting removal
completed no later than 12 midnight, February 1, 2003.
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02-1109
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For subsequent years, the USE PERIOD shall commence September 1, for lighting of trees, with
load -in of the village component commencing November 4, with EVENT open to the public
beginning on or before November 29, and closing on or before January 5, with event load -out
terminating no later than 12 midnight January 8 and lighting removal completed no later than 12
midnight, February 1, 2003.
3. TERM:
The TERM of the Agreement shall be for five (5) years. There shall be one (1) option to renew
the TERM of the Agreement for an additional five (5) years, subject to TRUST approval.
LICENSEE shall notify the TRUST nine (9) months in advance of the end of the TERM of this
Agreement of its intension to renew the Agreement.
4. REVOCABILITY:
Irrespective of the provision contained in Section 3 entitled "TERM", this License extended to the
LICENSEE is revocable at will by the TRUST without the consent of the LICENSEE.
5. PREMISES:
The LICENSEE shall use the area from the Laser Tower Complex to Chopin Plaza and from
Biscayne Boulevard to Biscayne Bay as shown on the site plan, attached hereto as Exhibit A.
LICENSEE may fence portions of the PREMISES to ensure health, safety and well being of the
public and, further, may designate specific entry points, which shall remain free and open to the
public. Access to PREMISES shall at all times remain free and open to the public, unless
otherwise designated by the City of Miami Charter and Code.
The LICENSEE shall use the southeast corner of the roadway into Bicentennial Park for
production coordination, which shall be fenced and draped, as shown on the site plan, attached
hereto as Exhibit B, until such time as the redevelopment of Bicentennial Park prevents such use,
and such open spaces and other facilities of Bayfront Park as may be authorized by the Bayfront
Park Management Trust. Collectively the areas depicted in Exhibit A and B shall be referred to
as the "PREMISES".
This Agreement solely authorizes LICENSEE to use of the PREMISES on a temporary basis for
the limited purposes set forth herein and for no other purpose. The parties hereby agree that the
provisions of this Agreement do not constitute a lease. The rights of LICENSEE hereunder are
not those of a tenant, but are a mere personal privilege to do certain acts of a temporary
character on PREMISES and to use PREMISES, subject to the TERMS of this Agreement. The
City and the TRUST retain dominion, possession and control of the PREMISES. Therefore, no
lease interest in the PREMISES is conferred upon LICENSEE under the provisions hereof.
LICENSEE does not and shall not claim at any time any interest or estate of any kind or extent
whatsoever in the PREMISES by virtue of this Agreement or its use of PREMISES hereunder.
Additionally, LICENSEE does not and shall not claim at any time any interest or estate of any
kind or extent whatsoever in the PREMISES by virtue of any expenditure of funds by the
LICENSEE for improvements, construction, repairs, partitions, or alterations to the PREMISES
which may be authorized by the City or the TRUST.
a. RESTROOM FACILITIES:
LICENSEE hereby agrees to provide adequate portable restroom facilities, which shall be
open and operational during the USE PERIOD.
b. SIGNAGE:
LICENSEE hereby agrees that under no circumstances can any TRUST sponsor(s)'
signage be covered during the USE PERIOD.
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C. CONTROL OF ACCESS:
\J LICENSEE hereby agrees that the staff and management of the TRUST have complete
control as to when EVENT is opened to the public during the TERM hereof.
d. SOUND CHECKS:
LICENSEE hereby agrees that there will be no sound checks before 5:00 pm on any
weekday (Monday through Friday) during the TERM hereof.
e. TIME OF EVENT:
EVENT hours during the USE PERIOD are to be:
Monday through Thursday 5 P.M. to 12 Midnight
Friday 5 P.M. to 1 A.M.
Saturday and Sunday 1 P.M. to 1 A.M.,
though the PARK shall remain open to the public during the TERM hereof.
f. ALCOHOL WRIST BAND POLICY:
LICENSEE hereby agrees that if beer and/or wine are vended at the EVENT, LICENSEE
will use alcohol wrist banding staff to ensure consumers of alcohol are of the appropriate
age.
g. DISPENSING OF BEER AND/OR WINE AND NON-ALCOHOLIC BEVERAGES:
LICENSEE hereby agrees to dispense all beverage products in plastic or paper cups
only. No beverages are to be dispensed in bottles or cans.
LICENSEE hereby agrees to dispense a limit of 2 (two) beers and/or wine beverages per
person at time of purchase.
LICENSEE hereby agrees that beer and/or wines sales will stop 45 minutes prior to the
end of the EVENT.
6. EVENT:
The permitted uses of the PARK for the EVENT are an ice-skating rink, amusement rides, light
displays, live entertainment, games, food vendors and other concessions.
LICENSEE will be in charge of all lighting and sound requirements. LICENSEE will be in charge
of set-up and coordination of this EVENT. The production and talent costs of the EVENT will be
the responsibility of the LICENSEE and will be paid for by the LICENSEE.
7. CONDITION OF PREMISES:
a. LICENSEE hereby accepts the PREMISES in its present condition and agrees to
maintain and return the PREMISES in the same condition.
b. Compliance with Environmental Laws:
LICENSEE represents and warrants that, during the TERM of this Agreement, it will not
use or employ the PREMISES, or any other City -owned property, to handle, transport,
store or dispose of any hazardous materials and that it will not conduct any activity on
PREMISES or City -owned property in violation of any applicable environmental laws.
8. USE FEE:
l a. The USE FEE shall be the sum total of the BASIC USE FEE and the ADDITIONAL
CHARGES.
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b. The BASIC USE FEE for the use of the PREMISES during the initial year shall be
$1,000/day. For the remaining TERM of the Agreement, and any extension thereof, the
Basic Use Fee shall increase by $100/day annually over the previous year's fee.
For Example: Basic Use Fee Initial Year = $1,000
Basic Use Fee Year Two = $1,100
Basic Use Fee Year Three = $1,200
C. The ADDITIONAL CHARGES shall include (i) a set up and tear down fee, (ii) a fee for
using the area depicted in Exhibit B, (iii) the costs of increased utility costs as a result of
the EVENT and (iv) all other costs associated with the EVENT.
(i) LICENSEE agrees that a setup and teardown fee of $10,000 will be assessed
against it annually.
(ii) The fee for using the area depicted in Exhibit B is $131 per day.
(iii) The LICENSEE shall pay for any increase in the cost of the utilities assessed
against the TRUST that are attributable to the EVENT ("INCREASE"). In order to
determine the INCREASE, the TRUST will calculate the average utility usage
during the FPL billing periods of November 22, 2000 — January 26, 2001 and
November 21, 2001 — January 28, 2002, which will serve as the average utility
usage for the TRUST's during this period ("AVERAGE"). At the end of each of
the respective USE PERIODS, the TRUST shall subtract the AVERAGE from the
utility usage for the respective USE PERIOD, to calculate the amount of the
INCREASE.
To demonstrate the costs of the INCREASE that will be assessed against
LICENSEE, to following example is used:
• TRUST used 1000 kilowatts of electricity from November 22, 2000 —
January 26, 2001.
• TRUST used 1400 kilowatts of electricity from November 23, 2001 —
January 28, 2002.
• The AVERAGE would be 1200 kilowatts.
• After the USE PERIOD in the first year of the AGREEMENT, the TRUST
is charged 2000 kilowatts for electrical usage during USE PERIOD in the
first year of the AGREEMENT.
• The TRUST shall subtract 1,200 kilowatts from 2,000 kilowatts.
• The INCREASE is 800 kilowatts.
• The TRUST shall charge LICENSEE the TRUST'S costs for 800
kilowatts of electricity.
(iv) LICENSEE shall be responsible for all other costs associated with the EVENT,
including but not limited to Police, Fire Rescue and Private Security Services,
insurance, daily EVENT cleaning, tents, tables and chairs, special EVENT
permit, solid waste removal and all applicable taxes, including, but not limited to,
State of Florida Sales Tax.
LICENSEE shall be responsible for all costs involved in the presentation of the EVENT,
without limitation.
9. DAMAGE DEPOSIT:
Each year, ten (10) days prior to the commencement of the USE PERIOD, LICENSEE shall
furnish the Bayfront Park Management Trust with a $10,000 Damage Deposit in the form of a
money order," cashiers check or cash. An inspection -of the PREMISES will be made within
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fourteen (14) days after the completion of USE PERIOD and the amount of the deposit shall be
1 applied toward the payment of necessary repairs, if any. In the EVENT the amount necessary to
1 repair the damages exceeds the damage deposit then the LICENSEE agrees to pay the balance
to the TRUST, immediately upon the TRUST'S request.
LICENSEE further agrees that turf in PREMISES will be returned to pre -EVENT condition.
If any fee(s) or cost(s) are assessed against the City of Miami or the TRUST for the activities and
operations of LICENSEE or arising from LICENSEE'S EVENT, the TRUST shall assess that fee
against LICENSEE, and the TRUST, at its option, may deduct such cost(s) or fee(s) from the
Damage Deposit.
10. TERMS OF PAYMENT:
Each year, LICENSEE shall submit payment of the USE FEE and Damage Deposit no later than
August 1 in the form of cashier's check, money order or cash.
11. BANNER PLACEMENT:
Placement of banners in the Bayfront Park Amphitheater shall be subject to TRUST approval. In
the EVENT that a new sponsor is secured by the TRUST, all banners must be hung above that
sponsor(s)' logo at the Bayfront Park Amphitheater.
12. TICKET:
There shall be no admission price or tickets sold for admission to the EVENT. The EVENT shall
be free and open to the public.
13. ADVERTISING:
All advertising for the EVENT must refer to Bayfront Park 301 N. Biscayne Boulevard, Miami,
Florida 33132.
14. CONCESSION:
ThQ TRUST and the Fire Marshall of the City of Miami reserve the right to designate all food and
craft booths and other concessions for the EVENT with proper and advance notification to the
LICENSEE.
15. SECURITY:
TRUST shall provide, at LICENSEE'S cost, all necessary security for the EVENT, to be
determined by the City of Miami Police department and the TRUST in its sole discretion.
LICENSEE agrees to pay for such costs.
16. CATERING:
LICENSEE, at its own cost, shall provide catering, all food and beverages for the EVENT and for
the cleanup of the designated food area(s). The TRUST retains the right to hire, at LICENSEE'S
cost and expense a Concession Coordinator, whose responsibility will be to coordinate of all
concession operators, including, but not limited to, the adherence of all State, County, Municipal
and TRUST health codes, rules and regulations.
17. PERMITS:
LICENSEE shall obtain all necessary permits, including but not limited to the required assembly
permit from the Office of Fire Prevention as per Section No. 19-3 of the Code of the City of Miami.
Fire Department manpower requirements shall be determined by the Fire Department at least 24
hours prior to EVENT. LICENSEE shall pay the City do Occupational License Division, Finance
Department, 444 SW 2nd Avenue, 4d' Floor, Miami, Florida 33130-1910 all applicable occupational
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license fee(s) for the EVENT.
18. INSURANCE:
LICENSEE shall obtain and maintain in force for the USE PERIOD, General Liability Insurance
on a Comprehensive General Liability Form or an equivalent Policy Form in the amount of
coverage deemed acceptable by the City of Miami Risk Management Administrator for bodily
injury and property damage liability.
The CITY OF MIAMI and the TRUST are to be named "Additional Insured" on all policies. Any
questions regarding Insurance should be directed to the Insurance Administrator, Risk
Management Division, 444 SW 2nd Avenue 9th Floor, Miami, Florida 33130, (305) 416-1604.
LICENSEE shall furnish the appropriate insurance certificates as deemed by the City of Miami
Insurance Administrator, no later than 15 days, prior to the commencement of USE PERIOD for
the stated EVENT.
19. INDEMNIFICATION:
LICENSEE agrees to indemnify, defend and save harmless forever the CITY OF MIAMI ("CITY")
and TRUST, and all the CITY'S and TRUST'S members, officers, agents and employees,
including all "Indemnitees" as specified in the Agreement, from any and all claims by or on behalf
of any person, firm or corporation resulting in any personal injury, loss of life or damage to
property, arising from the conduct of LICENSEE, or any of LICENSEE'S agents, employees or
invitees, or from any activity in connection with LICENSEE'S use of the PREMISES, including
any act, omission or neglect. LICENSEE shall further indemnify the CITY and TRUST as to all
costs, reasonable attorney fees, and expenses in connection with the defense of any such claims
and the investigation thereof. This indemnity provision shall survive the termination of this
Agreement and shall continue in effect until the expiration of a respective statute of limitations or
the tolling thereof.
20. RISK OF LOSS:
The CITY and TRUST assume no responsibility whatsoever for any property placed on the
PREMISES by LICENSEE. In consideration of the execution of this Agreement by the CITY, the
LICENSEE releases the CITY and TRUST of any and all liability for any loss, injury, theft,
damage or destruction of goods or personal property in or about the PREMISES regardless of the
cause.
21. FORFEIT OF CANCELLATION:
All advance sums, or advance payments for services, shall be forfeited if, through the fault or
action of the LICENSEE, the EVENT is not held within the dates and times contracted.
22. DEFAULT PROVISION:
In the EVENT the LICENSEE shall fail to comply with each and every TERM and condition of the
Agreement or shall fail to perform any of the TERMS and conditions contained herein, then the
TRUST, at its sole option and in addition to all other rights and remedies available to it by law,
upon written notice to LICENSEE, may cancel and terminate this Agreement, and all payments,
advances, or other compensation paid by LICENSEE pursuant to this Agreement, shall be
forthwith retained by the TRUST. In addition, the TRUST may revoke this Agreement at anytime
as provided in Section 4, "Revocability'.
23. NONDISCRIMINATION:
LICENSEE shall not discriminate against any persons on account of race, color, sex, religion,
creed, ancestry, national origin, age, handicap, or marital status in the use of the PREMISES.
24. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM:
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The City has established a Minority and Women Business Affairs and Procurement Program (the
"M/WBE Program") designed to increase the volume of City procurement and contracts with
Blacks, Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No.
10062. LICENSEE understands and agrees that the TRUST shall have the right to terminate and
cancel this Agreement, without notice or penalty to the TRUST, and to eliminate LICENSEE from
consideration and participation in future TRUST contracts if LICENSEE, in the preparation and/or
submission of the Proposal, submitted false of misleading information as to its status as Black,
Hispanic and/or Women owned business and/or the quality and/or type of minority or women
owned business participation.
25. UTILITIES:
LICENSEE shall pay the cost of the utilities associated with the EVENT.
26. AUTHORIZED PERSONNEL:
The TRUST shall have authorized representatives with decision making authority, reasonably
available at all reasonable times throughout the USE PERIOD for consultation with LICENSEE.
27. RELATIONSHIP OF PARTIES:
This Agreement shall not be deemed or construed to create any agency relationship, partnership,
or joint venture between the CITY and LICENSEE or the TRUST and LICENSEE.
28. NOTICES:
Notices required under the Agreement shall be deemed to be given when hand -delivered (with
receipt therefore) or mailed by registered or certified mail, postage prepaid, return receipt
requested.
AS TO LICENSEE: AS TO THE TRUST
Nelson Albareda, President Timothy F. Schmand
Unipro Group Executive Director
7003 N. Waterway Drive, 301 N. Biscayne Boulevard
Suite 212 Miami, Florida 33132
Miami, Florida 33155
With copies to:
Alejandro Vilarello, City Attorney
City of Miami
444 S.W. 2nd Avenue, Suite 945
Miami, Florida 33130
29. THIS AGREEMENT IS NOT ASSIGNABLE:
The LICENSEE shall not assign this Agreement. LICENSEE shall not sell, assign this
Agreement, or any part thereof to any other party. The License granted by this Agreement is
personal to the LICENSEE. Any assignment of this Agreement contrary to the foregoing
provision, whether voluntary or involuntary, shall be void and shall confer no right upon such
assignee, shall constitute a default under this Agreement, and shall result in an immediate
forfeiture of the rights of LICENSEE hereunder.
30. LEGAL PROCEEDINGS:
In the EVENT the TRUST or the CITY institutes proceedings to collect any monies due to the
TRUST by LICENSEE pursuant to the TERMS of the Agreement, or to otherwise enforce the
Agreement, LICENSEE agrees to pay any and all reasonable attorneys fees and costs expended
in the collection or enforcement thereof including appellate review at all available levels of review.
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31. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
LICENSEE understands that agreements between private entities and local governments are
subject to certain laws and regulations, including laws pertaining to public records, conflict of
interest, record keeping, freedom of expression, freedom of religion etc. TRUST and LICENSEE
agree to comply with and observe all applicable federal, state and local laws, rules, regulations,
codes and ordinances, as the may be amended from time to time.
32. GOVERNING LAW:
The Agreement shall be construed according to the laws of the State of Florida and venue shall
be in Miami -Dade County.
33. CONFLICT OF INTEREST:
a. LICENSEE 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 Miami -
Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1) and of the
State of Florida (as set forth in Florida Statutes) and agrees it will fully comply in all
respects with the terms of said laws and any future amendments.
b. LICENSEE covenants that no person or entity under its employ, presently exercising any
functions or responsibilities in connection with this Agreement, has any personal financial
interests, direct or indirect, with the City or the TRUST. LICENSEE further covenants
that, in the performance of this Agreement, no person or entity having such conflicting
interest shall be utilized in respect to services provided hereunder. Any such conflict of
interest(s) on the part of LICENSEE, its employees or associated persons, or entities
must be disclosed in writing to the TRUST.
34. RESTORATION OF THE PREMISES:
At the end of each USE PERIOD and upon the termination or revocation of this Agreement or any
extension thereof, LICENSEE shall restore the PREMISES, personal property and fixtures of the
CITY or the TRUST to the same condition in which the PREMISES were before the LICENSEE
used the PREMISES, except for normal wear and tear or any destruction of the PREMISES as a
result of force majeure so that PREMISES is suitable for its normal use. LICENSEE shall repair
any damaged caused to PREMISES, personal property or fixtures of the CITY and TRUST as a
result of the EVENT and shall restore PREMISES to the same condition that is was in before the
respective EVENT occurred.
In the event of revocation or termination of this Agreement or any extension thereof, or upon the
expiration of the term of this Agreement, or any extension thereof, LICENSEE shall promptly,
remove all personal property, fixtures and equipment from the PREMISES. In the event
LICENSEE fails to remove its personal property, equipment and fixtures from the PREMISES
within a sixty (60) day period, said property shall be deemed abandoned and thereupon shall
become the sole personal property of the CITY and TRUST. The CITY and TRUST, their sole
discretion and without liability, shall remove the same and the LICENSEE shall reimburse the
CITY and TRUST for all reasonable expenses associated with such removal and disposal.
35. SAVINGS AND SEVERBILITY CLAUSE:
It is the express intent of the parties that this Agreement constitutes a license and not a lease. To
further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the
application thereof to any circumstance, suggest that a lease, rather than a license, has been
created, then such provision shall be interpreted in the light most favorable to the creation of a
license and (ii) if any provision of this Agreement, or the application thereof to any circumstance,
is determined.by a courtof competent jurisdiction to have created a lease rather than a license,
then such provision shall be stricken and, to the fullest extent possible, the remaining provisions
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of this Agreement shall not be affected thereby -and shall continue to operate and remain in full
force and effect.
With regard to those provisions which do not affect the parties intent for this Agreement constitute
a license, 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.
36. U.S. ARMY CORPS OF ENGINEERS:
The United States of America, U.S. Army Corps of Engineers owns a portion of Bayfront Park and
has leased that portion to the City of Miami under a lease agreement dated August 16, 1990, and
this agreement is subject to the provisions of the lease between the Department of the Army and
the City of Miami.
37. ENTIRE AGREEMENT/AMENDMENT:
The Agreement constitutes the sole and entire Agreement between the parties hereto; no
alteration, amendments or modifications shall be valid unless executed by an instrument in writing
signed by all parties and approved by the TRUST.
38. AUTHORITY TO EXECUTE AGREEMENT:
Each party represents to the other that it has the power to enter into the Agreement and that the
consent of no other person or entity is required in connection therewith, except as otherwise
provided, and the Agreement constitutes a valid and binding obligation of each party in
accordance with the TERMS hereof.
(INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate
official executed the Agreement, this the day and first written.
ATTEST:
BY:
Corporate Secretary
Print Name:
ATTEST:
BY:
Print name:
APPROVED AS TO INSURANCE
REQUIREMENTS:
LICENSEE: Unipro Group
BY:
Nelson Albareda, President
BAYFRONT PARK MANAGEMENT TRUST
a limited agency and instrumentality of
the City of Miami
BY:
Timothy F. Schmand
Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
BY: BY:
Print Name: Alejandro Vilarello
Risk Management Administrator City Attorney
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.ast Revision: September 13, 2002
CORPORATE RESOLUTION (sample)
Whereas, Unipro Group, desires to enter into an Agreement with the Bayfront Park Management
Trust substantially in the form of the Agreement to which this Resolution is attached;
Whereas, the Board of Directors, at a duly held meeting has considered the matter in accordance
with the By -Laws of the Corporation;
NOW, THEREFORE, BE IT RESOLVED BY BOARD OF DIRECTORS that this corporation is
authorized to enter into the Agreement with the Bayfront Park Management Trust and the President
(and/or) the Secretary are hereby authorized and directed to execute the Agreement in the name of this
Corporation and to execute any other documents and perform any acts in connection therewith as may be
required to accomplish its purpose.
IN WITNESS WHEREOF, this day of 2002.
Corporate Secretary
(Corporate Seal)
BY:
Nelson Albareda, President
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02-1109
RIGUYNK BIND
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September 10, 2002
To: Honorable Mayor and Members
Fror
Executive Director
of the City Commission
RECOMMENDATION:
CA -4
Subject: A resolution authorizing the Bayfront
Park Management Trust to enter into a
revocable license agreement with Unipro
Group for the operation of a Holiday Village
Event at Bayfront Park
For City Commission
Meeting of October 10, 2002
It is respectfully requested that the City Commission authorize the Bayfront Park Management Trust
to enter into a long-term revocable license agreement with Unipro Group for the operation of a
Holiday Village Event in Bayfront Park.
BACKGROUND:
The Bayfront Park Management Trust was created by the Miami City Commission to direct, operate,
manage and maintain Bayfront Park for the purposes of ensuring maximum community utilization
and enjoyment. Bayfront Park is the City of Miami's premier public park, hosting 45 special events
and concerts annually. Unipro Group approached the Trust with its idea to promote a Holiday
Village Event at Bayfront Park. The Holiday Village will draw the citizens of the City of Miami and
Miami -Dade County to the Bayfront Park and Downtown Miami, reinvigorating downtown during
the holiday season. During the period that the Holiday Village will be operating in the park, more
people will be encouraged to visit the park and downtown. Bayfront Park will continue in operation
and will be available for use by the citizens and other event promoters looking to use the facility.
The Trust adopted a resolution on March 26, 2002, directing the executive director to enter into
negotiations for the terms and conditions for promoting said Holiday Event in the park, and by
Resolution No. 02-046, adopted on July 29, 2002, authorized the executive director to execute the
attached Agreement. The Bayfront Park Management and its executive director recommend
approval of the attached resolution.
Attachments:
resolution
revocable license
02-1109