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HomeMy WebLinkAboutR-98-1145J-98-1146 11/12/98 RESOLUTION NO. v v — 1 1 4 5 A RESOLUTION, WITH ATTACHMENT, APPROVING A USE AGREEMENT FOR THE USE OF THE ORANGE BOWL STADIUM BY THE ORANGE BOWL COMMITTEE FOR PRESENTATION OF THE FEDEX ORANGE BOWL GAME ON JANUARY 2, 1999, ESTABLISHING SPECIAL CHARGES, TERMS AND CONDITIONS AS HEREIN SPECIFIED; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY OF MIAMI AND THE ORANGE BOWL COMMITTEE FOR THIS PURPOSE. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. A Use Agreement for use of the Orange Bowl Stadium by the Orange Bowl Committee (OBC) for presentation of the Fedex Orange Bowl Game on January 2, 1999, is hereby approved. Section 2. The following special charges, terms and conditions are hereby established for said use of the Orange Bowl Stadium: the OBC shall 1) pay a use fee of $250,000, 2) pay a non-refundable deposit of $50,000, payable immediately upon City Commission approval of the Use Agreement, 3) pay a termination fee in the amount of $80,000, 4) pay for ushers, ticket takers, and all other expenses not expressly agreed to by the City, 5) pay the City a ticket surcharge of up to $1.00 per ticket sold, and 6) obtain insurance to protect the city in the amount as �ATTACHMENT (S)I CONTAINED CITY COMMSSION MEETING OF NOV 1 7 1988 Resolution M. '� L r prescribed by the City Manager or his designee. Section 3. The City of Miami shall: 1) provide and control all parking for the event and all parking revenues and all parking rights shall belong to the City, with further stipulations as specified in the attached Use Agreement, 2) retain food and beverage sales revenues, 3) assume the necessary costs for police, fire, event and parking personnel. Section 4. The City Manager is hereby authorized to execute a Use Agreement, in substantially the attached form, with the Orange Bowl Committee for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor-11. PASSED AND ADOPTED this 17th day of November , 1998. JOE CAROLLO MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approval of this legislation by signing it in the designated place provided, said legislation tic`.) becomes effective with the elapse often (10) day from the date of Commissi cticrl regarding same, without the Mayor exerci a:7 � � ATTEST: WALTER J. FOEMAN, CITY CLERK APPROVED ATTORNEY W3049:CSK AND CORRECTNESS Walter J oq an, ity Clerk 1/ 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. z- 98-1145 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 The Orange Bowl Committee Inc. ("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 Stadium (the "FACILITY") for the Permitted Use and during the USE PERIOD, as the terns are hereinafter defined, subject the terms and conditions set forth in this AGREEMENT. 1. TERM: The term of this AGREEMENT shall be commence upon full execution hereof and shall terminate upon fulfillment of all the responsibilities and obligations of the parties hereunder. 2. PERN=ED USE: USER shall be permitted to enter the FACILITY for the purpose of presenting the 1999 FedEx Orange Bowl Game (the "EVENT') during the USE PERIOD and for no other purpose. 3. 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 one (1) presentation of the EVENT, on the 2nd day of January, 1999. The period for presentation shall commence at 7:00 a.m., and shall terminate at 12:00. midnight, on the day of the EVENT. Unless otherwise agreed by the FACILITY Supervisor, the set-up period shall commence no earlier than 7:00 a.m. three (3) days prior to the EVENT period, and dismantling shall begin immediately upon the conclusion of the EVENT and conclude within thirty-six (36) 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 FACILITY Supervisor, in consideration of an additional fee. 4. USE FEE: The Use Fee shall be the sum total of the Basic Use Fee, the Ticket Surcharge, and the Additional Charges. cA:oe clwic convaa rev2 1 , A. USER shall pay to the CITY a Basic Use Fee, for the use of the STADIUM, in the amount of $250,000. The Basic Use Fee includes air conditioning during the EVENT hours only, house lights for ordinary use and water for reasonable purposes. 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 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 within five (5) days after the Event. 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 at User's written request; , all applicable taxes, including State of Florida sales tax, and all other amounts due by USER under this AGREEMENT. D. Upon USER's execution of this AGREEMENT USER shall deliver to the CITY a non-refundable (except as otherwise provided herein) deposit in the amount of $50,000.00 (the "Deposit"), to be held by the CITY throughout the USE PERIOD and applied as provided in this paragraph or credited against the Use Fee. The Deposit shall secure the USER's performance under this AGREEMENT and full payment of all amounts due hereunder, including the cost of any damage repairs, replacement or restoration (except for wear and tear customary to televised collegiate, football games of comparable nature), and payment of any Additional Charges.. In the event this Agreement is not signed by the City 'and approved by the Oversight Board described in paragraph 30 hereof, without changes, on or before November 19, 1998,. then the Deposit shall be immediately returned to User. E. The balance of the Use Fee shall be paid within (5) days after the EVENT. CAM Clusic Comm r"2 2 9 8 -114 5 F. All payments from USER to CITY shall be by User's company, cashier's or certified check drawn on a local bank. 5. USE OF FACILITY FOR THE FEDEX ORANGE BOWL GAME A. Cancellation of Event: If the Event is canceled for any reason other than CITY'S action or omission, or a Force Majeure Event, as hereinafter defined then USER shall pay the CITY a cancellation fee of $80,000. The cancellation fee shall be in addition to the Deposit and shall be payable within thirty six (36) hours from cancellation. A Force Majeure Event shall mean any one of the following events that has a direct material adverse impact on the presentation of the Event: fire, explosion, action of the element, strike or other labor disputes, condemnation (in whole or in part) of the Stadium, restrictions or restraints imposed by law, rules or regulations of a public authority, acts of military authorities, war, riots, civil disturbances, interruptions or delays of utilities, interruption of transportation facilities, acts of unaffiliated third parties over which the User has no control, and any other cause which is beyond the reasonable control of the Party affected. In the event that the Event is canceled by the User due to a Force Majeure Event, the User shall be relieved of all of its obligations under this Agreement and the Deposit shall immediately be refunded. B. Exclusive Use: The CITY agrees that no athletic or other event will be staged in the FACILITY for five (5) days prior, and thirty six (36) hours after, the EVENT. C. Practices & Rehearsals: The CITY agrees that the participants in the EVENT shall be permitted reasonable use of the FACILITY for rehearsals, practice sessions and Press Day only, commencing five (5) days prior to the EVENT, at the USER's sole cost and expense, except as otherwise provided in this paragraph 5.C. The City will provide water and utilities (excluding tower lights) at no additional charge to User. Additionally, the City will provide the tower lights for practices or rehearsals for up to eight (8) hours on the day before the Event, free of charge. D., Field Lighting: No low -light conditions will exist during the period commencing one hour prior to kickoff and ending upon the completion of the Event, and field lighting shall be continuously maintained during the Event at no less than 150 foot candles. E. Advertising Rights: The User acknowledges and agrees that the City has granted certain of the advertising, sponsorship and promotion rights at the Stadium to the CA:OB Claaic Contract mv2 3 9 8 -114 5 University of Miami pursuant to an agreement between the City of Miami and the University of Miami ("UM") dated June 22, 1990, as amended by Amendment to Use Agreement, Orange Bowl Stadium, dated June 13, 1996 (the "UM Amendment"). Prior to User's execution of this Agreement, User has received and reviewed the UM Agreement and accepts, and agrees to abide by, the restrictions imposed thereby. To the extent that the City has any advertising rights under the UM Agreement, the City hereby grants said rights exclusively to the User during the Event. F. Broadcast Rights: The City acknowledges and agrees that the Alliance's broadcast network has sole and exclusive rights to the telecast and broadcast of, and reproduction rights to, the Event in all media, including, without limitation, radio and television, film and tape rights, closed circuit and pay television, Internet, basic cable, direct projection, in-flight and hotel exhibition, all forms of multi -point distribution services (including, without limitation, MDS and MMDS) and all other forms of non-standard television and all forms of multi -media and interactive video and similar rights by whatever means or process now or hereafter developed. Except for the approved film crews of the participating institutions, if any, as approved by the User, the City will not grant access to the Stadium to any other ENG, videotape or film c%ew during the period commencing thirty (30) minutes prior to kickoff and ending upon the completion of the Event without the broadcast network's prior written consent. The City acknowledges and agrees that the Alliance's broadcast network has been granted the exclusive right to use official sponsorship designations for the Event (e.g., "Official Sponsor of the Orange Bowl Game") and to sell all a title and presenting sponsorship for the Event. . 2. The C ty will provide the Alliance's broadcast network access, without charge, to all electronic timing and measuring devices plus all existing lighting and power for such network's use, and suchnetwork may tap power lines in and about the Stadium at no charge. The City will reasonably cooperate with such broadcast network and make available for use, without charge, and in areas reasonably designated by the City, parking space for mobiles and/or tape units and similar equipment and adequate space for placement of equipment, platforms, cables, wires and other apparatus. 3. The City will provide the Alliance's broadcast network, without charge, such space and camera locations as such network, in its discretion, may reasonably require for CAM Classic Contract mY2 4 9 8 -114 5 equipment (including space for the placement of microphones, ground level, hand-held or other cameras and related apparatus as well as apparatus or equipment required for interactive production activities) used by the network in connection with the recording, telecast or exhibition of the Event. The Alliance's broadcast network shall have the right to install, operate, maintain and remove without charge from the Stadium such platforms, cables, wires and other apparatus as may be reasonably necessary for the recording, telecast or exhibition of the Event, provided that such network shall not unreasonably interfere with the staging or conduct of the Event. The Alliance's broadcast network shall remove from the FACILITY all such platforms, cables, wires and other apparatus and shall restore the Facility to the condition existing prior to the presentation of the Event. (customary wear and tear excepted) immediately upon conclusion of the EVENT but in no event later than thirty six (36) hours thereafter. 4. The City acknowledges that a reasonable number of the Alliance's broadcast network personnel will be given access to and from the Stadium, without cost, reasonably in advance of its telecast and that the User will give such network passes for such purposes. The Alliance's broadcast network will also be provided a reasonable number of network staff photographers with photographer's credentials equivalent to the highest grade of credentials given to print media and other photographers covering the Event which will provide access to all areas of the Stadium, including the prime photographers' positions. G. Hospitality Village: The User shall be permitted to construct, at its cost and expense, a Hospitality Village and tail gate areas, which shall consist of various tents and activities on the day of the Event. User may use for these purposes the areas designated as S 1 and S2 free of charge, and the area designated as N2 for a fee as provided in Paragraph 7 hereof. The City shall permit User to commence the construction seven days before the Event provided that it does not interfere with any other events at the FACILITY H. Additional Rights: The User shall also be permitted to place logos on the playing field as it determines and to provide seat cushion promotions. 6. EVENT PERSONNEL. UTILITIES AND SUPPLIES: Except as otherwise specifically provided, the CITY shall be responsible, at its cost and expense, for the staffing of the EVENT and for utilities, supplies or other services required in connection therewith, as follows: CAM Classic Contract =2 5 9 8 -114 5 A. Event Personnel: CITY shall fiunish an event supervisor, janitorial staff, office attendants, groundsmen, technicians, maintenance personnel parking attendants, traffic controllers, plumbers, HVAC technicians, scoreboard operators (but not graphics), sound technicians, restroom attendants, elevator technicians (to be on site), medical personnel, electricians, fire marshall, fire rescue personnel, clean-up personnel, police and other personnel reasonably necessary for the safe and efficient conduct of the Event, all in such numbers as are reasonable based upon similar events with comparable attendance. The User shall furnish ushers, ticket seller, ticket takes, security personnel, elevator operators, scoreboard graphics operator and all game related field personnel. B. Police: CITY shall be responsible for payment of police services on the day of the EVENT for the period beginning eight (8) hours prior to "kick-off' and ending two (2) hours after the EVENT. If police services are required beyond the aforementioned period, the USER shall be responsible for payment and shall make payment, at the applicable rates, directly to the police department, upon conclusion of the EVENT. The FACILITY 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. If, during the course of the EVENT, the CITY determines that security for the EVENT is insufficient for proper crowd control, then the CITY shall summon such additional officers as are deemed necessary. CITY shall be responsible for payment of such additional security. C. Fire: CITY shall be responsible for payment of fire services on the day of the EVENT for the period beginning eight (8) hours prior to "kick-off' and ending two (2) 'hours after the EVENT. If fire services are required beyond the aforementioned period, the USER shall be responsible for payment and shall make payment, at the applicable rates, directly to the fire department, upon conclusion of the EVENT. 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, F133130. Similarly, not later than ten (10) days prior to the commencement of the USE PERIOD, USER shall obtain and deliver to the FACILITY Supervisor an Assembly Permit, CA:oB Classic Conmia =2 6 9 8 -114 5 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 FACILITY 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 tower lights or for other services provided by the CITY at the written request of USER, (such as the services of groundsmen, technicians and other CITY personnel for services rendered outside of normal CITY working hours, including setup and/or dismantled) other than during the day of the Event, during such hours as reasonably necessary for the safe and efficient conduct of the Event, or as otherwise provided in this Agreement;. Nothing contained in this subsection D shall limit or negate the CITY'S obligation to pay for such services during the EVENT as set forth in Subsections A, B and C above. 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. 7. PARKING: The CITY shall provide and control all Stadium parking facilities for the EVENT. All parking revenues and all parking rights shall belong to the CITY. The USER (inclusive of all staff, guests, patrons, invitees, media representatives, and licensees and all other persons entering by virtue of the USER) shall be afforded a maximum of six hundred and one (601) complimentary automobile parking passes within the STADIUM, in parking lots S 1 and S2. Additionally, USER shall have the option to purchase parking spaces at the STADIUM in the following areas: (a) Lot N2: 362 parking spaces at $10 per space and 67 parking spaces at $15 per space. (b) Lots E 1, SE 1, NEI, E2: 568 parking spaces at $11 per space. 8. ATTENDANCE LIMITATION: A maximum attendance of 74,000 persons will be permitted for the EVENT. USER represents and warrants that no more than 74,000 number of CA:OB Clusic Conuw rw2 7 9 8 -114 5 tickets will be printed. Notwithstanding the foregoing, the User shall have the right to install bleachers at the open East end zone at its sole cost, to provide up to an additional 8,000 seats, in which case the maximum attendance shall be increased accordingly. In such event, the installation of the bleachers shall be done in accordance with all applicable laws, and User shall indemnify and hold harmless the City from all actions arising out of, or relating to, the negligent installation of said bleachers. 9. ADMISSION AND TICKETS: All entry to the FACILITY on the EVENT date shall be by ticket only, purchased at the full ticket price established by the USER, except for personnel and employees of USER, the broadcast network, participants, media, sponsors and CITY whose presence is required or otherwise permitted 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, 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 FACILITY 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 41 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 Manifested 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. The CITY shall have the right to purchase up to fifty (50) tickets for the Event, in Sections P through W and C through K. Such tickets must be purchased no later than December 5, 1998, or the City's right to purchase shall be forfeited. 10. GATE OPENING TIME: Doors shall open as advertised and as approved by the CITY. All tickets and advertising shall indicate opening time. The CITY reserves the right to change or adjust the door opening time as it deems reasonably necessary based on crowd control conditions. 1 L CONCESSION RIGHTS: CA:OB Clausic Contract mv2 8 9 8 -1.14 5 A. Food & Beverages: The USER understands and agrees that this AGREEMENT shall not grant to the USER any food & beverages 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. Notwithstanding the foregoing, the User shall be permitted to use its own caterers for its Hospitality Village and tailgate areas. B. Souvenirs: USER (or its designee) is hereby granted the exclusive Novelty and Souvenir Merchandise concession, on the sites specifically approved by the CITY, during the EVENT. 12. CONDITION OF FACILITY/REMOVAL OF USER'S EFFECTS: A. USER has inspected the FACILITY and accepts it in "as -is" condition. Notwithstanding the foregoing, the City represents and warrants that: (i) the Stadium is and will be on the day of the Event safe and structurally sound, clean and aesthetic in appearance, in good working order and condition and fully operational, including without limitation, the structural components, facilities, electrical and HVAC, restrooms, elevators, ramps, bleachers and other physical components of the Stadium and that the Stadium is free from latent and patent defgcts; (ii) that the Stadium is in compliance with all laws, regulations and ordinances and, as a place of "public accommodation" it is currently in compliance with Title III of the `Americans with Disabilities Act,' U.S.C. §12101 et seq. (`ADA') and the `Florida Americans with Disability Accessibility Implementation Act,' §§553.501-553.513, Florida Statutes (`FAC'), and (iii) the Stadium facilities including, parking areas, restrooms, elevators, ramps, telephones, signage, assembly seating, food service concessions, dining areas and ticketing windows shall be accessible and usable by people with disabilities for the Event. B. USER agrees to tear down and remove all of USER's effects immediately after the EVENT and conclude within thirty six (36) hours of the EVENT. Similarly, User shall ensure that all its agents, subcontractors, and all others entering the FACILITY in connection with the presentation of the EVENT, including specifically Alliance's broadcast network and other media comply with the provisions hereof. C. USER agrees to pay the cost of damage repairs, or any repairs necessitated as a result of the use of the FACILITY by USER. (except for wear and tear customary to televised CA:OB Classic Con"a mv2 9 9 8 -114 5 collegiate football games or comparable nature or as may be due to the acts or omissions of the City, its employees, agents and subcontractors which are not related to User's actions). D. 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. E. The CITY shall have the right to enter upon the FACILITY at any time during the USE PERIOD as it deems necessary. 13. 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. 14. 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. 15. COMPLIANCE WITH APPLICABLE LAWS: USER agrees to obtain all required licenses and permits (and the City shall reasonable cooperate and assist the User in doing so) 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. 16. 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 wan -ants to the CITY that USER shall abide by each, and shall not violate, nor permit its employees, agents, contractors and subcontractors to violate- any, rule and regulation set out therein, except to the extent that the "Rules and Regulations" are inconsistent with the terms of this Agreement in which case this Agreement shall govern. cA:os classic COMM mY2 10 98 -1145 17. 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 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. 18. 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. 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. 19. 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 reasonably 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. CA:OB Clauic Contract mv2 11 9 8 -114 5 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. 20. DEFAULT: If USER fails to comply with any term or condition of this AGREEMENT, or fails to perform any of its obligations hereunder, which failure is not cured within ten (10) calendar days after receipt of written notice form the City outlining in reasonable detail such failure, and provided such failure is not disputed by the User within the above stated period, then USER shall be in default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available to it by law, 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. 21. TERMINATION RIGHTS: A. Termination for Cause: The CITY shall have the right to terminate this AGREEMENT, without notice or liability to USER, upon the occurrence of an event of default, as described in Section 21 above. w B. Other Termination Rights: The CITY and the User shall have the right to terminate this AGREEMENT in the event that the FACILITY is condemned (in whole or in part), or in the event of its damage due to fire, windstorm, catastrophe or other act of God. In such event the User shall not be required to pay a cancellation fee. 22. 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. 23. ASSIGNMENT: This AGREEMENT shall not be assigned by USER, in whole or in part, without the prior written consent of the CITY, which may be withheld, or conditioned, in the CITY's sole discretion. CA:OB Clatslc Convect n:v2 12 98-1145 24. 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: Orange Bowl Committee 601 Brickell Key Drive, Suite 206 Miami, FL 33131 Attn: Executive Director TO THE CITY: Christina'P. Abrams City of Miami Department of Conferences, Conventions and Public Facilities 25. 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. This restriction shall not apply to the teams on the sidelines. 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 (other than one (1) automobile, various golf carts and television equipment necessary for the broadcast) CA:OB Clusle Contract mv2 13 9, n r 1 1 4 5 from the grass and playing field. Any exception to this restriction may only be granted by the FACILITY Grounds and Turf Manager for the FACILITY. 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. 26. MISCELLANEOUS PROVISIONS: A. USER shall identify the CITY in substantially 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 set aside, at no cost to the CITY, fourteen (14) seats at the four or six level VIP Box for the Mayor, City Commissioners and City Manager. 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. CA:oB Clusic Cont= =2 14 98-1.145 27. SUCCESSORS AND ASSIGNS: This AGREEMENT shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 28. 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. 29. 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. 30. 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. 31. ACCEPTANCE: This AGREEMENT shall be returned to the CITY, properly executed by USER, by November /oilJ'! CA:OB Cieaic Convect mv2 15 9 8 -114 5 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 OF MIAMI, a municipal corporation By: Donald H. Warshaw, City Manager The Orange Bowl Committee, Inc. Print Name: Print Name: Albert E. Dotson Title: Executive Director Orange Bowl Committee, Inc. Approved as to form and Ojandro Vi Ilo /' City Attorne Title: President Approved as to Insurance Requirements Mario Soldevilla Insurance Administrator i cA:oe amic Comm mv2 16 98--1145 ORANGE BOWL % • ; ... • i COMMITTEE • 601 BRICKPI �tCv non.- n...«. ___ _ -- _ _ - t ORANGE BOWL COMMITTEE 601 BRICKELL KEY DRIVE, SURE 208 MIAMI, FL 33131 MS. wMMNATONAL• • PH:306371-4M FAX:305-371-69M SANK ORFl+OIIIDA MWA a mal PAY ***FIFTY MUSAW DOLI"S AND 00 .CENTS*** TO ! t THE CITY OF mimes ORDER OF 0060177 , ao 0060177 CHECK DATE CHECK NO. 11/12/98 • ;,CHECK ANT **MOU*$50,000.00*** I A u0060 0 ?Ir 1:06?0064 3 21: 2689604 390 i 2418.