HomeMy WebLinkAboutR-00-0175J-00-154
2/9/00 yy
RESOLUTION NO.
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENTS, AUTHORIZING THE CITY
MANAGER. TO EXECUTE A USE AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE
CITY OF MIAMI. ("CITY") AND SFLFL, INC., FOR
THE USE OF THE ORANGE BOWL STADIUM FOR THE
PURPOSE OF PRESENTING HOME GAMES DURING THE
MONTHS FROM MARCH TO JUNE AS PARTICIPANTS IN
A SPRING FOOTBALL LEAGUE, FOR A PERIOD OF TWO
YEARS WITH THE OPTION TO RENEW FOR FOUR ONE
YEAR PERIODS, AUTHORIZING THE USER FEE TO BE
CAPPED AT $7,500 PER EVENT; FURTHER
CONDITIONING SAID AUTHORIZATIONS UPON THE
ORGANIZERS PAYING ALL NECESSARY COSTS OF CITY
SERVICES AND APPLICABLE FEES ASSOCIATED WITH
SAID EVENT, OBTAINING INSURANCE TO PROTECT
THE CITY IN AN AMOUNT AS PRESCRIBED BY THE
CITY MANAGER OR HIS DESIGNEE, AND COMPLYING
WITH ALL CONDITIONS AND LIMITATIONS AS MAY BE
PRESQRIBED BY THE CITY MANAGER OR DESIGNEE.
WHEREAS, the SFLFL, Inc. desires to enter into an agreement
with the City of Miami for the use of the Orange Bowl Stadium for
the purpose of presenting home games during the months from March
to June, as participants in a Spring Football League, for a
period of two (2) years with option to renew for four one-year
terms for the purpose of presenting two home games between the
months of March to June of the year 2000, and four (4) home games
during the same months each year thereafter; and
WHEREAS, SFLFL, Inc. has requested that the Use Fee be
Capped at $7,500 per game; and
{
CITY COMMISSION
MEETING OF
FEB 17 2000
Resolution No.
7y
WHEREAS, the Department of Conferences, Conventions and
Public Facilities recommends that the' City of Miami enter into a
contract with SFLFL, Inc., on substantially the terms set forth
in the Agreement attached hereto.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City Manager is hereby authorizedl�-to
execute a Use Agreement, in substantially the attached form, with
SFLFL, Inc., for the use of the Orange Bowl Stadium for
presentation of football games during the months from March to
June as participants in a Spring Football League.
Section 3. The Use Fee for the use of the Orange Bowl
Stadium for said events is hereby authorized and established at a
maximum of $7,500 per event.
Section 4. The herein authorization is conditioned upon
the organizers paying all necessary costs of City services and
applicable fees associated with said event, obtaining insurance.
�i 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.
Page 2 of 3
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to protect the City in the amount as prescribed by the City
Manager or designee, and complying with all conditions dnd
limitations as may be prescribed by the City Manager or designee.
Section S. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor .2/
PASSED AND ADOPTED this 17th day of February , 20.00.
JOE CAROLLO, MAYOR
In accordance with Miami Code Sec. 2-36, since the Mayor dist not indicate approval of
this legislation by signing it in the designated pla - provid& , sai�
d legislatio x r4a
becomes effective with the elapse of ten (10 ys om th ahs of Conmrr' ;gin ..:^n
regarding same, without the Mays r �p(ercis g eto.
ATTEST :Wa r J.n, City Clerk
WALTER J. FOEMAN
CITY CLERK
CORRECTNESS:
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 3 of 3
USE AGREEMENT
ORANGE BOWL STADIUM
This Agreement is entered into this day of , ,199_ and between the
City of Miami, a municipal corporation of the State of Florida ("City") and SFLFL, Inc., a State
of Florida for profit corporation hereinafter referred to as the "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 Miami Orange Bowl Memorial (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 be commencing upon full
execution hereof and shall terminate upon fulfillment of all the responsibilities and obligations of
the parties hereunder.
2. PERMITTED USE: City shall allow SFLFL the use of the Orange Bowl
Stadium for a period of 1 (one) year between the months of March to June, commencing at the
time provided below, and for two (2) additional two (2) year options, at the option of SFLFL for
the purpose of playing not less than six (6) home games. The SFLFL use shall include the
VIP/Press Boxes areas.
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3. USE PERIOD/SCHEDULE NOTIFICATION:
A. Use Period: The Use Period ("Use Period") shall consist of the periods
for set-up and dismantling and for presentation of the Event. There shall be a
minimum of 4 to 6 games each year. The period for presentation shall
commence at 7:00 a.m.., and shall terminate at 12:00. a.m., on the day of the
each Event. Unless otherwise agreed by the Stadium Supervisor, the set-up
period shall commence no earlier than 7:00 a.m. five (5) days prior to the
Event period, and dismantling shall begin immediately upon the conclusion of
the Event and conclude within seventy two (72) hours thereafter. Should
User require a longer period for set-up and dismantle, or should User requires
services outside normal City working hours, the same may be allowed by the
Stadium Supervisor, in consideration of an additional fee.
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B. Schedule Notification:
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The SFLFL shall notify the CITY, a written
schedule each and every year on or before the first day of December of the
preceding year of the dates in which SFLFL games are to be played during the
following season. Each team will be allowed one practice the day before of
each game
4. USE FEE: The Use Fee shall be the sum total of the Basic Use Fee, the Ticket
Surcharge, and the Additional Charges.
A. The Basic Use Fee ("Basic Use Fee") for the use of the Facility for the Event shall
be the greater of $5,000 or ten (10%) of gross admission price for the event, exclusive of federal,
state or locally imposed taxes payable upon the admission price. Basic Use Fee includes air
conditioning during Event hours only, house lights for ordinary use and water for reasonable
purposes. Basic Use Fee shall be capped at $7,500.00 after approval from the City of Miami
Commission.
B. The Ticket Surcharge is based upon the actual admission price, excluding taxes.
User shall levy and collect, on behalf of the City, a Ticket Surcharge on each paid admission.
The amount of the surcharge shall be computed as follows:
Price of Admission
Surcharge
$ 1.00 to $ 5.00
$0.50
$ 5.01 to $15.00
$0.75
$15.01 and over
$1.00
Each printed ticket shall be itemized to show the admission price, applicable taxes, any
service charge from outside ticket agencies, and the City's ticket surcharge. User agrees to
record the Ticket Surcharge as a separate item in the statement of accounts for the Event. User
shall be responsible for the collection of -the Ticket Surcharge, which shall be held by User in
trust for the City. User shall pay to the City the Ticket Surcharge upon demand, and/or as soon
as possible after the conclusion of each Event, but in no event later than the last day of the Use
Period. User shall maintain all books and records pertaining to the Event available for City's
inspection and auditing as provided herein.
C. In addition to the foregoing, the User shall pay the Additional Charges
("Additional Charges"), which shall include payment of additional services, facility equipment or
other accommodations or materials furnished to the User; all amounts due in connection with the
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Permitted Use, all applicable taxes, including State of Florida sales tax, and all other amounts
due by User under this Agreement.
5. DEPOSIT: Upon execution of this Agreement, and as a condition of its .
effectiveness, User shall deliver to the City a deposit, in the amount of $20,000, to be held by the
City throughout the Use Period. The Deposit shall secure USER'S performance under this
Agreement and fill 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 expenses borne by the City as a consequence of presentation of 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.
6. FORM OF PAYMENT: All payments from User to City shall be by cashier's
or certified check drawn on a local bank. User understands and agrees that the Stadium
Supervisor, at his/her option, shall have the right to demand payment of all amounts due to the
City at the time of the closing of the ticket gates for the Event. The moneys that are on hand, or
held at all remote ticket outlets, shall be deemed to be "on premises gate receipts" and shall be
available to the City to be applied against all amounts due the City.
7. EVENT PERSONNEL, UTILITIES AND SUPPLIES: : Except as
otherwise specifically provided, User shall be responsible for the staffing of the Event and shall
pay, as an Additional Charge, all charges for utilities, supplies or other services, required in
connection therewith, which include:
A. Event Personnel:
User shall furnish, at its sole expense, the Event Personnel
("Event Personnel"), which includes ticket sellers, ticket takers, ushering staff, stagehands,
spotlight operators, musicians, projectionists, box office personnel, installation personnel, etc.
Event Personnel also includes City personnel, which shall be provided by the City at USER's
cost and expense, if in the estimation of the Stadium Supervisor such personnel is required (the
"City Event Staff") City Event Staff includes, but is not limited to, event supervisor, janitorial
staff, office attendants, groundsmen, elevator operators, technicians, security staff, and all other
personnel necessary for the proper conduct of the Event. When such personnel is required, the
Director shall, at least 72 hours prior to the commencement of the Use Period, advise User of
such requirement,. including the estimated hours of work and rates of pay of City Event Staff.
User agrees to pay the City Event Staff for its services, and shall be responsible for keeping
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proper employee records and for the issuance of W-2 and 1099 statements for tax purposes, in
accordance with federal, state and/or local laws.
B. Police: User shall be responsible for payment of police services required
for the Event. The Stadium Supervisor, after full discussion with the User concerning the type of
Event and related activities, 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. At least 72 days prior to
the Event, the Stadium Supervisor shall advise User or the security requirements, including an
estimate of the number of security personnel required, the estimated hours of work and
applicable rates of pay. User shall be responsible for the direct payment for police services upon
conclusion of the Event.
If, 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. Payment of additional security shall be made upon the conclusion of the
Event.
C. Fire: Not later than 15 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. 2°a Avenue, 10th Floor, Miami, Fl 33130. Similarly,
not later than ten (10) days prior to 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 Stadium Supervisor:
D. 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, such
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as the services of groundsmen, technicians and other City personnel for services rendered outside
of normal City working hours, including setup and/or dismantled.
E. Cost Confirmation: At least five (5) 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 three (3) 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. UNION REQUIREMENTS: User shall ensure compliance with all
necessary union requirements (if applicable) in connection with the personnel and services
engaged for presentation of the Event. The City shall use its best efforts to inform User of the
terms of any trade or employee union agreement, written or oral, affecting all relevant personnel
or services used in connection with the Event.
9. 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.
10. ATTENDANCE LIMITATION: A maximum attendance of 40,000 persons
will be permitted for each Event. User represents and warrants that no more than 40,000 number
of tickets will be printed.
11. ADMISSION AND TICKETS: All entry to the Facility on the Event date(s)
shall be by ticket only, purchased at the full ticket price established by the User, except for
employees of User and City whose presence is required for the presentation of the Event and who
have received passes issued by User, or as otherwise provided by this Agreement.
A bonded printer shall print all tickets, if feasible, and listed on a ticket manifest. The.
ticket manifest, which shall specifically state the number of tickets printed and the serial
numbers, shall be presented to the Stadium Supervisor or his/her designee at the time of
execution of this Agreement. User shall prepare a complete box office statement of all admission
tickets sold or distributed as complimentary tickets
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City shall permit User to utilize a maximum of 1% of the total number of tickets which
User is authorized to have printed for each Event as Complimentary Tickets for promotional
purposes. Tickets issued in excess of the 1% limitation shall have a value equal to the average
ticket price offered for sale to the public and shall be included in the calculation of gross ticket
sales for determination of the Use Fee as described in Section 4 above.
12. GATE OPENING TIME: Doors shall open as advertised and as approved by
the City and must be coordinated with USER. 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.
13. CONCESSION RIGHTS:
A. Food and Beveralles: 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. USER shall have the right to supply food and beverages for
USER's staff and VIP's free of charge, at the following locations: backstage, dressing room and
VIP hospitality areas and USER's staff as it deems necessary.
B. Souvenirs: The City will grant to the USER the merchandising rights to sell
programs, novelties and other items limited to T-shirts, buttons, hats, other apparel, records,
tapes, photographs referring to the concert
14. 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. User shall pay
any deficiency upon demand except normal wear and tear.
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
t`
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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 User shall pay
any deficiency 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. INDEMNIFICATION: User agrees to indemnify and save harmless the
City, including all the City's volunteers, agents, officers and employees, from and against any
and all claims, liabilities, losses, and causes of action, which may arise out of USER'S activities
under this Agreement, whether caused by any action or omission of User or any of its employees
or agents, or by any person whatsoever acting for or on its behalf. User further indemnifies the
City as to all liabilities, costs and expenses, including legal fees and costs, at all levels, incurred
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in the defense and/or investigation of any such claims. CITY agrees to indemnify USER for
CITY's own negligence, subject to all limitations and restriction provided under Florida Law.
20. 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, except for any loss or damage directly caused by the negligent act of a City
employee while acting under the control of the CITY. 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. Except employees under control of CITY for negligence cause by it.
21. 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
I ame 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.
.22. 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 it by
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law, may immediately, upon written notice to User, terminate this Agreement whereupon all
t deposits, payments, advances, or other compensation paid by the User to the City shall be
retained by the City.
23. 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 22 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. In such event USER shall not be liable for any expenses.
D. Return of the Deposit: Except where this Agreement is terminated for
cause, User shall be entitled to a refund of the Deposit, or so much thereof as has not been
applied, upon termination of the Agreement, after satisfaction of all amounts due by User
hereunder, if any.
24. 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 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.
25. 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.
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26. 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:
Mark Rice, Chairman
SFLFL
4617 Montrise blvd, C-215
Houston, Texas 77006
TO THE CITY:
Christina P. Abrams
City of Miami
Conferences, Conventions
and Public Facilities
27. SPECIAL REGULATIONS: User agrees to comply with each of the following
Special Regulations:
A. Beverages: There shall be no bottles or cans of any sort brought into the
Facility during the presentation of the Event. User agrees to advise the public of this provision
by including this restriction in all advertisement for the Event.
B. Licensing Contract: User shall provide to the Director a copy of the licensing
contract or any other licensing documents held by User in connection with the presentation of any
copyrighted material for the Event. User, for itself and on behalf of the artist or promoter of the
Event, represents and warrants to the City that all copyrighted programming to be presented has
been duly licensed or authorized by the copyright owners or their representatives. User hereby
indemnifies and holds the City harmless from and against any and all claims, losses or expenses
that may arise in connection with the provisions contained herein. User understands and agrees
that the Director shall have the right to cancel any event for which it has not , received the
corresponding licensing documents at least seventy (72) hours prior to gate opening time.
C. Restriction for Playing Field: User agrees to restrict all vehicles from the
grass and playing field except as may be necessary for presentation of the event. In such case,
USER shall obtain the consent of the Facility Grounds and Turf Manager for the Facility, which
shall not be unreasonably withheld. User agrees to protect the field at all times before, during,
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and after the show. Further, USER shall be responsible for any repairs or replacements needed as
a result of USER's actions under this section.
D. Music License: User shall obtain a copy of the blanket BMI and/or ASCAP
license in connection with the Event. User represents and warrants that all BMI and/or ASCAP
fees for the concert will be paid by User and further agrees to indemnify and hold the City
harmless from any and all claims, losses or expenses incurred with regard thereof.
28. 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. . User shall provide to the Director one hundred (100) promotional tickets for the
event, for the purpose of promoting the Facility.
C. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
D. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
E. 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.
F. 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.
G. This Agreement constitutes the sole and entire agreement between the parties
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hereto. No modification or amendment hereto shall be valid unless in writing and executed by
property authorized representatives of the parties hereto.
29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the
parties hereto, their heirs, executors, legal representatives, successors, or assigns.
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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. APPROVAL BY OVERSIGHT BOARD: The State of Florida has
appointed an Emergency Financial Oversight Board ("Oversight Board") which is empowered to
review and approve all pending City of Miami contracts. As a result, contracts shall not be
binding on the City until such time as they have been approved by the Oversight Board.
Execution of this contract by the City Manager shall constitute evidence of its approval by the
Oversight Board.
THIS AGREEMENT SHALL BE RETURNED TO THE CITY,
PROPERLY EXECUTED BY USER, BY JANUARY 30, 20009
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.
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.
ATTEST:
Walter Foeman, City Clerk
"CITY"
CITY OF MIAMI, a municipal
corporation.
Donald Warshaw, City Manager
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Print Name:
Title: Corporate Secretary
Approved as to form and
Correctness
Alejandro Villarello
City Attorney
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66 SER"
SFLFL., Inc.
a State of Florida profit corporation
By:
Print Name:
Title:
Approved as to Insurance
Requirements
Mario Soldevilla
Insurance Administrator
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Sent: Monday, February 07, 2000 5:39 PM
To: P03 Rita Lagace
Subject: agenda
Importance: High
Donald H. Warshaw
City Manager
Resolution authorizing City Manager
to Execute an Agreement with
SFLFL, Inc. for use of the Orange
Christina P. Abrams, Director Bowl for Spring Football League
Conferences, Conventions and Public Facilities
Attached for inclusion on the February 17, 2000 City Commission Meeting Agenda is a Resolution
authorizing the City Manager to enter into an Agreement with SFLFL, Inc. for use of the Orange
Bowl Stadium for presentation of two (2) football games this year, and four (4) football games each
year thereafter, between the months of March to June.
Attachments
RM/CPA/yp
c: Maria Chiaro, Assistant City Attorney
Elvi Gallastegui-Alonso, Agenda Coordinator
Terry Buice, Assistant Director, Conferences, Conventions and Public Facilities
Ileana Gomez, Asst. Stadium Manager, Orange Bowl Stadium
The Honorable Mayor
and Members of the City Commission
Donald H. Warshaw
League
City Manager
02/08/2000
Resolution Authorizing City Manager
to Execute an Agreement with SFLFL,
Inc. for use of the Orange Bowl
Stadium for a Spring Football
Monorable Mayor Joe Carollo ® Page 2 of 17
0
RECOMMENDATION
It is respectfully recommended that the City Commission adopt the attached Resolution authorizing
the, City Manager to enter into an Agreement, in a form acceptable to the City Attorney, with SFLFL,
Inc. for the use of the Orange Bowl Stadium.
BACKGROUND
The Department of Conferences, Conventions and Public Facilities recommends that the City
Manager enter into an Agreement with SFLFL, Inc. for the use of the Orange Bowl Stadium for the
presentation of two (2) football games this year and four (4) football games each year thereafter,
between the months of March to June. The following terms are proposed:
Term: 2 years, with option to extend for 4 one-year periods
Use: Presenting home games, practices and football clinics
Basic Use Fee: The greater of $5,000 or 10% of gross admission price, not to exceed $7,500
Plus Ticket Surcharge
Plus Applicable fees and necessary City services
Reservation Deposit $10,000
Damage Deposit $10,000
In addition to the Use Fee, the City will retain all revenues from parking, food and beverages.
SFLFL, Inc. will pay for game day expenses including police, fire, security, etc. The league will be
comprised of eight teams. The Miami team will be named the Miami Tropics.
DHW/RM/CPA/yp
USE AGREEMENT
ORANGE BOWL STADIUM
This Agreement is entered into this day of
2000 by and between the City
of Miami, a municipal corporation of the State of Florida ("City") and SFLFL, Inc., a corporation
organized and existing under the laws of the State of Florida ("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 Miami Orange Bowl Memorial (the "Facility") for the Permitted Use
and during the Use Period, as the terms are hereinafter defined, subject to the terms and conditions set
forth in this Agreement.
1. TERM: Unless sooner terminated in accordance with Section 23 hereof, the
term of this Agreement shall be two (2) years, commencing upon full execution hereof. USER shall
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have the option to extend the term for four (4) additional periods of one (1) year each, by giving City
written notice of the exercise of the option at least six (6) months prior to the expiration of the then
current term.
2. PERMITTED USE: User shall be permitted to enter the Facility for the
purposes of presenting home games ("Games") and corresponding practices and football clinics, and
festivals ("Festivals") as specifically described hereunder. The Games, the Festivals and other
ancillary uses permitted hereunder are herein referred to, collectively, as the "Events":
A. Games: User shall present a minimum of two (2) Games between the months
of March to June during the first year of the Term and not less than four (4) Games between
the same months of each year of the Term thereafter.
B. Festivals: User is authorized to stage a Festival on the days that Games are
played ("Event Days") at one of the following locations: Orange Bowl Stadium Parking Lots
W4, NI or N2. Each year of the Term User shall select the location for the Festivals by
giving written notice to the City of its selection at least ninety (90) days prior to the first
scheduled Game of the year. User shall select the location for Festivals held during the first
year of the Term, by giving the City written notice of its selection not later than thirty (30)
days after the date of this Agreement. The Festivals may include live music, sports
exhibitions, entertainment, and sale of food and beverages, provided, however, that the food
and beverages shall be supplied by the Facility Concessionaire under the terms of an
agreement to be entered'into among the City, the User and the Concessionaire. User shall be
solely responsible for all costs associated with preparing the selected location for the
presentation of the Festival.
C. Practices and Clinics: User may enter the Facility for the purpose of
conducting one practice the day before each Event. The practices shall be held during
daylight hours, unless otherwise agreed to by the Stadium Manager and subject to User's
agreement to pay the applicable fees. Additionally, prior to the start of each Game, User shall
be permitted to use the playing field for the purpose- of hosting a youth event, such as a
football clinic hosted by Alumni football players.
3. USE PERIOD/SCHEDULE NOTIFICATION:
A. Use Period: The Use Period ("Use Period") shall consist of the periods for
set-up and dismantling, (if the Event includes a Festival), and for presentation of each Event.
The period for presentation shall commence at 7:00 a.m. and shall terminate at 12:00. a.m., on
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the day of each Event. If the Event includes a Festival, then, unless otherwise agreed by the
Stadium Manager, the set-up period shall commence not earlier than 7:00 a.m. three (3) days
prior to each Event and dismantling shall begin immediately upon the conclusion of the Event
and conclude not later than twenty-four (24) hours thereafter. Should User require a longer
period for set-up and dismantle, or should User require services outside normal City working
hours, the same may be allowed by the Stadium Manager, in consideration of an Additional
Charge.
B. Schedule Notification: On or before -December 1st of each year during the
Term, the User shall deliver to the City a written schedule of the proposed dates in which the
User's games are to be played during the following upcoming season. Not later than five (5)
business days following receipt of the User's proposed schedule, the City shall notify User, in
writing, of any proposed game date(s) not acceptable to the City. User and the City shall
work together to reschedule any proposed game date(s) not accepted by the City.
C. Scheduling Restrictions: 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 any games which, in the judgment of
the Stadium Manager, is substantially similar or competitive to User's Games, within a period
of five (5) calendar days before each Event Day.
4. USE FEE: The Use Fee shall be the sum total of the Basic Use Fee, the Ticket
Surcharge, and the Additional Charges.
A. Basic Use Fee: The Basic Use Fee for the use of the Facility for each Event
shall be the greater of $5,000 or ten (10%) of gross admission price for each Event, including
admissions to all Festivals and related activities, exclusive of federal, state or locally imposed
taxes payable upon admissions. Basic Use Fee includes ordinary use of air conditioning,
electricity, house lights (tower lights) and water during the Event, and air conditioning,
lighting, electricity and water for the dressing and training rooms, during regular business
hours, as same may be used throughout the Term. Basic Use Fee for each Event shall not
exceed $7,500.00.
B. Wicket Surcharge: The Ticket Surcharge is based upon the actual admission
price, excluding taxes. User shall levy and collect, on behalf of the City, a Ticket Surcharge
on each paid admission, together with applicable tax thereon. The amount of the surcharge
shall be computed as follows:
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honorable Mayor Joe Carollo� Page 5 of 17
Price of Admission Surcharge
$ 1.00 to $ 5.00 $0.50
$ 5.01 -to $15.00 $0.75
$15.01 and over $1.00
Each printed ticket shall be itemized to show the admission price, the ticket surcharge,
applicable taxes, and service charge from outside ticket agencies, if any. User agrees to
record the Ticket Surcharge as a separate item in the statement of accounts for each Event.
User shall be responsible for the collection of the Ticket Surcharge, which shall be held by
User in trust for the City, and the sales tax thereon, which User shall remit to the Florida
Department of Revenue. User shall pay to the City the Ticket Surcharge as soon as possible
after the conclusion of each Event, but in no event later than the twenty-four (24) hours after
the Event Date. User shall maintain all books and records pertaining to each Event, and shall
make such books and records available for the City's inspection and auditing as provided
herein in Section 15 below.
C. Additional Charges: In addition to the foregoing, the User shall pay the
Additional Charges, which include payment for additional services required by the User and
not included in the Basic Use Fee or otherwise agreed upon in this Agreement, or other
accommodations or materials furnished to the User, and all amounts due in connection with
the Permitted Use, all applicable taxes, including State of Florida sales tax, and all other
amounts due by User under this Agreement. The City shall provide User, within 72 hours
before each Event, with an assessment of the anticipated additional charges for each Event
(the "Cost Estimate"). User shall pay the Additional Charges not later than twenty-four (24)
hours after the Event Date. A list of the most commonly incurred Additional Charges is set
forth in Exhibit A to this Agreement. The rates in Exhibit A are those in effect as of the date
of this Agreement and may change throughout the Term.
5. DEPOSIT:
A. Damage Deposit: I At least thirty (30) days prior to the first Event of each
year during the Term, User shall deliver to the City a deposit, in the amount of $10,000, to be
held by the City to 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 expenses
borne by the City as a consequence of User's use of the Facility. If it becomes necessary for
the City to apply the Damage Deposit or a portion thereof to satisfy User's obligations under
this section then the User shall, at least thirty (30) days prior to the next Event, pay to the City
such amount as may be necessary to restore the Damage Deposit to the $10,000 amount
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honorable Mayor Joe Carollo 0 0 Page 6 of 17
required under this Agreement. The City shall return the Deposit, or the unexpended portion
thereof, to the User upon full satisfaction of all of User's obligations hereunder during each
year of the Term.
B. Reservation Deposit: Upon execution of this Agreement, and as a
condition to its effectiveness, User shall deliver to the City a Reservation Deposit in the
amount of $10,000, to reserve the Event Dates during each year of the Term. The City shall
have .the right to use the Reservation Deposit to compensate itself for any Event not held as
scheduled through no fault of the City.. In such event, User shall pay to the City such amount
as may have been applied by the City in order to restore the Reservation Deposit to the
amount required under this Agreement. Any unused portion of the Reservation Deposit shall
be applied toward payment of the Use Fee for the last Event(s) of the Use Period.
6. FORM OF PAYMENT: All payments from User to City shall be by
cashier's or certified check. The moneys that are on hand, or held at all remote ticket outlets, shall be
deemed to be "on premises gate receipts" and shall be available to the City to be applied against all
amounts due the City.
7. EVENT PERSONNEL, UTILITIES AND SUPPLIES: Except as
otherwise specifically provided, User shall be responsible for the staffing of the Event and shall pay,
as an Additional Charge, all charges for utilities, supplies or other services, not expressly stated in
this Agreement, which include the following:
A. Event Personnel: User shall furnish, at its sole expense, the following Event
personnel: ticket sellers, ticket takers, ushering staff, stagehands, spotlight operators,
musicians, projectionists, box office personnel, installation personnel, and security staff. User
must also pay for City personnel (which shall be provided by the City at User's cost and
expense), if in the estimation of the Stadium Manager such personnel are required for the
presentation of the Event ("City Event Staff'). City Event Staff, include, but are not limited
to, an event supervisor, janitorial staff, office attendants, groundsmen, elevator operators,
technicians, and all other personnel necessary for the proper conduct of the Event. When City
Event Staff is required, the Stadium Manager shall, at least 72 hours prior to the
commencement of the Event, advise User of such requirement, including the estimated hours
of work and rates of pay for such personnel. User agrees to pay to the City, as an Additional
Charge, the actual cost of providing the City Event Staff.
B. Police: User shall be responsible for payment of police services required for
each Event. The Stadium Manager, after full discussion with the User concerning the type of
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•
Event and related activities, 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. At
least 72 days hours prior to the Event, the Stadium Manager shall advise User of such security
requirements, including an estimate of the number of security personnel required, the
estimated hours of work and applicable rates of pay. User shall be responsible for the direct
payment for police services upon conclusion of the Event.
If, 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. Payment for such additional security shall be made upon
conclusion of the Event.
C. Fire: Not later than 15 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 prior to 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 Stadium
Supervisor.
D. Additional Utilities, Services and Equipment: User shall pay to the City, as an
Additional Charge, the prevailing fee charged by the City for services, personnel, and/or
equipment provided by the City at the User's request. These additional services may include
the services of groundskeepers, technicians and other City personnel for services rendered
outside of normal City working hours. Nothing contained herein shall be deemed to require
the User to pay to the City the cost of air conditioning,. electricity, house lights (tower lights)
and water during Event hours, for Event purposes, nor the cost of the use of air-conditioning,
lighting, electricity and water for the dressing and training rooms, during regular business
hours, as same may be used throughout the Term.
E. Cost Confirmation: At least five (5) days prior to the Use Period, the City
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shall provide to the User a "Cost Confirmation". sheet which shall describe, to the extent
known and available, the Additional Charges. User shall pay all Additional Charges actually
incurred within twenty four (24) hours after the Event. 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. UNION REQUIREMENTS: When applicable, User shall ensure compliance with
all necessary union requirements in connection with the personnel and services engaged for
presentation of the Event. The City shall use its best efforts to inform User, at least 72 hours prior to
the Event, of the terms of any trade or employee union agreement, written or oral, affecting all
relevant personnel or services used in connection with the Event.
9. 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. All parking revenues and all parking rights shall belong to the City.
10. ATTENDANCE LIMITATION: A maximum attendance of 72,000 persons
will be permitted for each Event. User represents and warrants that no more than 72,000 will be
printed for each Event.
11. ADMISSION AND TICKETS: All entry to the Facility on the Event date
(s) shall be by ticket only, purchased at the full ticket price established by the User, except for
employees of User and City whose presence is required for the presentation of the Event and who
have received passes issued by User, or as otherwise provided by this Agreement.
All tickets shall be printed by a bonded printer. The ticket manifest, which shall specifically
state the number of tickets printed and the serial numbers, shall be presented to the Stadium Manager
or his/her designee with at least 72 hours prior to each Event. User shall prepare a complete box
office statement of all admission tickets sold or distributed as complimentary tickets.
City shall permit User to utilize a maximum of 1% of the total number of tickets which User
is authorized to have printed for each Event as Complimentary Tickets for promotional purposes.
Tickets issued in excess of the 1% limitation shall have a value equal to the average ticket price
offered for sale to the public and shall be included in the calculation of gross ticket sales for
determination of the Use Fee as described in Section 4 above.
12. GATE OPENING TIME: Doors shall open as advertised and as approved
by the City and must be coordinated with User. All tickets and advertising shall indicate opening
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time. The City reserves the right to change or adjust the door opening time, as it deems appropriate
based on crowd control conditions.
13. CONCESSION RIGHTS:
A. Food and Beverages: 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, or as
provided in Section 2.13 of this Agreement, is strictly prohibited. Notwithstanding the
foregoing, User shall have the right to supply food and beverages for User's staff and VIP's
free of charge, at the following locations: backstage, dressing room and VIP hospitality as it
deems necessary.
B. Souvenirs: The City hereby grants to the User the merchandising rights to sell programs,
novelties and other items such as T-shirts, buttons, hats, other apparel, records, tapes, and
photographs referring to the Event. The City agrees that User shall retain 100% of all
merchandise revenues, less any applicable State of Florida sales or use tax, which User shall
remit directly to the State of Florida Department of Revenue.
14.' 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, normal wear and tear excepted. If the Facility is
not properly cleaned to the City's reasonable 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 Damage Deposit. User shall pay any deficiency upon
demand.
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 Damage
Deposit and User shall pay any deficiency upon demand.
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D. The City shall have the right to enter upon the Facility at any time during the Use
Period, as it deems necessary.
15. 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.
16. 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.
17. 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.
18. 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 represents 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.
19. INDEMNIFICATION: User agrees to indemnify and save harmless the City,
including all the City's volunteers, agents, officers and employees, from and against any and all
claims, liabilities, losses, and causes of action, which may arise out of User's activities under this
Agreement, whether caused by any action or omission of User or any of its employees or agents, or
by any person whatsoever acting for or on its behalf. User further indemnifies the City as to all
liabilities, costs and expenses, including legal fees and costs, at all levels, incurred in the defense
and/or investigation of any such claims. City agrees to indemnify User for the negligence of the City,
its agents, employees and/or assigns, subject to all limitations and restrictions provided under Florida
Law.
20. 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
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Honorable Mayor Joe Carollo Page 11 of 17
by User or anyone whomsoever, during the time that the Facility is under the control of, or occupied
by the User, except for any loss or damage directly caused by the negligent act of a City employee
while acting under the control of the City. 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. Notwithstanding the foregoing,
User shall not be liable for any losses, injuries or damages resulting from the negligent acts or
omissions of any City employees under the control of the City.
21. 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
$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 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.
22. 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 which is not cured within thirty (30) days after delivery of written notice
thereof by the City, the City, in addition to all remedies available to it bylaw, may immediately, upon
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. Notwithstanding the
aforementioned thirty (30) days cure period, no Event may be held while a default remains uncured.
23. CITY'S TERMINATION RIGHTS:
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A. Termination for Convenience: The City shall have the right to terminate
this Agreement for convenience, in its sole discretion, upon not less than 12 months written
notice to User. Additionally, the City shall have the right to cancel an Event or Events at any
time if, in the exercise of its reasonable discretion, the City determines that the presentation of
the Event(s), 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 22 above.
z,
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. In such event User shall not be liable for any expenses.
D. Return of the Deposit: Except where this Agreement is terminated for
cause, or as otherwise provided, User shall be entitled to a refund of the Deposit, or so much
thereof as has not been applied, upon termination of the Agreement, after satisfaction of all
amounts due by User hereunder, if any.
24. 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 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.
25. ASSIGNMENT: This Agreement shall not be assigned by User, in whole or
in part, without the prior written consent of the City, which may not be unreasonably withheld.
26. 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 third day after being posted or
the date of actual receipt, whichever is earlier.
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02/08/2000
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TO USER:
Mark Rice, Chairman President
SFLFL, Inc.
4617 Montrise Blvd, C-215
Houston, Texas 77006
Page 13 of 17
TO THE CITY:
Christina P. Abrams, Director
Conferences, Conventions and
Public Facilities
400 S.E. 2nd Avenue
Miami, Fl 33131
27. SPECIAL REGULATIONS: User agrees to comply with each of the following
Special Regulations:
A. Beverages: There shall be no bottles or cans of any sort brought into the Facility during
the presentation of the Event. User agrees to advise the public of this provision by including
this restriction in all appropriate print advertisements for the Event.
B. Licensing Contract: User shall, when necessary, provide to the Stadium
Manager a copy of the licensing contract or any other licensing documents held by User in
connection with the presentation of any copyrighted material for the Event. User, for itself and
on behalf of the artist or promoter of the Event, represents and warrants to the City that all
copyrighted programming to be presented has been duly licensed or authorized by the
copyright owners or their representatives. User hereby indemnifies and holds the City
harmless from and against any and all claims, losses or expenses that may arise in connection
with the provisions contained herein. User understands and agrees that the Director shall have
the right to cancel any event for which it has not received the corresponding licensing
documents at least seventy two (72) hours prior to gate opening time.
C. Restriction for Playing Field: User agrees to restrict all vehicles (except
emergency vehicles such as ambulances) from the grass and playing field. Any exception to
this restriction may only be granted by the Stadium Manager.
D. Music License: User shall obtain a copy of the blanket BMI and/or ASCAP
license in connection with the Event. User represents and warrants that all BMI and/or
ASCAP fees for the concert will be paid by User and further agrees to indemnify and hold the
City harmless from any and all claims, losses or expenses incurred with regard thereof.
28. MISCELLANEOUS PROVISIONS:
A. User shall identify the City in all printed promotional materials and press releases
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Monorable Mayor Joe CarolloIt Page 14 of 17
prepared or issued in connection with the Event. The City shall be identified as "The City of
Miami, Florida" or "Miami."
B. User shall provide to the City one hundred (100) promotional tickets for each Event,
for the purpose of promoting the Facility.
C. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
D. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
E. 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.
F. 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.
G. 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.
29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding
upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns.
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 Facility. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect. This Agreement
may only be modified by a written agreement signed by the parties.
31. COUNTERPARTS: This Agreement may be executed in two or more
02/08/2000 U ��
I-Ionorable Mayor Joe Carolloit - Page 15 of 17
counterparts, each of which shall constitute an original, but all of which, when taken together, shall
constitute one and the same agreement.
32. APPROVAL BY OVERSIGHT BOARD: The State of Florida has
appointed an Emergency Financial Oversight Board ("Oversight Board") which is empowered to
review and approve all pending City of Miami contracts. As a result, contracts shall not be binding
on the City until such time as they have been approved by the Oversight Board. Execution of this
contract by the City Manager shall constitute evidence of its approval by the Oversight Board.
THIS AGREEMENT SHALL BE RETURNED TO THE CITY, PROPERLY
EXECUTED BY USER, BY 2000, 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.
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.
ATTEST:
Walter Foeman, City Clerk
Print Name:
Title: Corporate Secretary
02/08/2000
"CITY"
CITY OF MIAMI, a municipal
corporation
am
Donald Warshaw, City Manager
"USER"
SFLFL., Inc.
a State of Florida corporation
By: _
Print Name:
Title:
• ►lonorable Mayor Joe Carollo
Approved as to form and
Correctness
Alejandro Vilarello.
City Attorney
City Event Staff*
Position
Electricians
Sound Technician
Grounds Tender
Operations Worker.
Office Attendant
Nurses
A/C Mechanic
Plumber
Restroom Attendant
Event Supervisor
Fire Personnel*
(Estimate to be provided) .
Police Personnel*
Officer
Sergeant
Lieutenant
Captain
Equipment
Tower Lights
Clean -Up Costs
- __1 ---
10,001 — 20,000
02/08/2000
Approved as to Insurance
Requirements
Mario Soldevilla
Insurance Administrator
ORANGE BOWL STADIUM
EXHIBIT A
Estimated Additional Charges
Hourly Rate
$ 25'— 35
25-35
15-20
15-20
10-15
15
25-35
25-35
7-10
15-20
$ 23
27
31
35
$600 per hour
Costs
$1,800
2,500
Page 16 of 17
_►Honorable Mayor Joe Carollo Page 17 of 17
20,001 — 40,000 3,500
40,001 — 60,000 4,500
60,001 — sellout 5,000
*Personnel staffing requirements to be determined by Stadium Manager based on attendance, day of
Event, and User requirements.
02/08/2000
CITY OF MIAMI, FLORIDA 10
INTER -OFFICE MEMORANDUM
TO The Honorable Mayor
and Mem rs of the City Commission
FROM m
D arshaw
City Manager
DATE' 8 '^^ FILE
LU l
SUBJECT .Resolution Authorizing City Manager
to Execute an Agreement with SFLFL,
Inc. for use of the Orange Bowl
REFERENCgiadium for a Spring Football League
ENCLOSURES:
RECOMMENDATION
It is respectfully recommended that the City Commission adopt the attached Resolution authorizing
the City Manager to enter into an Agreement, in a form acceptable to the City Attorney, with
SFLFL, Inc. for the use of the Orange Bowl Stadium.
BACKGROUND
The Department of Conferences, Conventions and Public Facilities recommends that the City
Manager enter into an Agreement with SFLFL, Inc. for the use of the Orange Bowl Stadium for the
presentation of two (2) football games this year and four (4) football games each year thereafter,
between the months of March to June. The following terms are proposed:
Term: 2 years, with option to extend for 4 one-year periods
Use: Presenting home games, practices and football clinics
Basic Use Fee: The greater of $5,000 or 10% of gross admission price, not to exceed $7,500
Plus Ticket Surcharge
Plus Applicable fees and necessary City services
Reservation Deposit $10,000
Damage Deposit $10,000
In addition to the Use Fee, the City will retain all revenues from parking, food and beverages.
SFLFL, Inc. will pay for game day expenses including police, fire, security, etc. The league will be
comprised of eight teams. The Miami team will be named the Miami Tropics.
M1' ,
DHW/RM/CPPAA/yp