HomeMy WebLinkAboutR-97-0713J-97-720
10/7/97
RESOLUTION NO. 9 ! - 713
A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE
CITY MANAGER JO EXECUTE A USE AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH THE ALL
AMERICAN FOOTBALL LEAGUE, A DELAWARE
CORPORATION, FOR THE USE OF THE ORANGE BOWL
STADIUM AND FACILITIES AS THE HOME FIELD FOR
PURPOSES OF PLAYING ALL AMERICAN LEAGUE FOOTBALL
GAMES, FOR A PERIOD OF FIVE YEARS WITH TWO (2)
OPTIONS TO RENEW FOR ADDITIONAL TERMS OF FIVE (5)
YEARS EACH.
WHEREAS, the Department of Conferences, Conventions and Public Facilities is
responsible for the operation of the Orange Bowl Stadium ("Stadium") and attempts to
secure the presentation of events; and
WHEREAS, All American Football League desires to use the Orange Bowl Stadium
and facilities as its home field for the purpose of playing All American League football
games, including exhibition, home and playoff games; and
WHEREAS, Sections 53-131 (C)(7) of the Code of the City of Miami, Florida, as
amended, provides that the City Commission has the right to establish and fix special
charges or special terms and conditions for the use of said Stadium; and
WHEREAS, the parties have prepared a Use Agreement for this purpose, which has
been approved by the City Attorney, for a period of five (5) years with two (2) options to
renew for additional terms of five (5) years each containing the business terms outlined in
Attachment 1 hereto;
CITY COM SSM
MEETING OF,
0 C T 14 1997
Rewlutk= Na
97- 713
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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 authorized to execute a Use Agreement,
in substantially the attached form, with the All American Football League, a Delaware
Corporation, for the use of the Orange Bowl Stadium and facilities as the home field for
purposes of playing All American League football games, for a period of five (5) years with
two (2) options to renew for additional terms of five (5) years each.
Section 3. This Resolution shall become effective immediately upon its adoption.
PASSED AND ADOPTED this 14th day of October 1997.
ATTT%EST•
WALTER F AN
CITY CLERK
PREPARED AND APPROVED BY:
!J f
OLG i RAMIREZ-SEI S /
ASSI TANT CITY ATTORNEY
W 1931 :csk:ORS
APPROVED AS TO FORM AND
CORRECTNESS:
97- 713
C.
RESOLUTION
ATTACHMENT 66
1"
Term: Five (5) years
With two (2) options to renew for additional terms of five
(5) years each.
Use: No less than eight (8) exhibition, playoff and home games
per football season. Football season is from March through
August.
Use Fee: The greater of $10,000 or 10% of gross ticket sales, up to
$20,000 per game.
[waived for first five (5) years]
Ticket Surcharge: In accordance with City Code.
Deposit: $20,000 payable at least sixty (60) days prior to 1st day of
each season.
User Charges: User pays all electricity during event hours, and all utilities,
supplies or other services, and Event staff, Police and Fire
personnel.
City Retains: All revenues from food and beverage and parking.
Advertising Rights: User acknowledges that City has granted to University of
Miami certain permanent and temporary signage and
advertising rights at Stadium. User shall have the exclusive
right to place field level temporary signage, such as banners,
field boards, field logos, etc. on game days only.
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ALL AMERICAN FOOTBALL LEAGUE
PROJECTED REVENUES
TERMS:
Five Year Use Agreement
Stadium Use Fee Calculations based on 18,000 estimated paid attendance
Ticket Surchage is $1.00
Net Concessions based on $2.26 per estimated attendance
Parking revenues based on 3400 parking spaces at $10.00.
Minimum of eight games played annually.
AAFL pays all game day expenses.
City retains all food, beverage, and parking revenues
Revenues
Year 1
Year 2
Year 3
Year 4
Year 5
Total
Ticket Surcharge
$144,000
$144,000
$144,000
$144,000
$144,000
$720,000
Use Fee
$0
$0
$0
$0
$0
$0
Concessions
$354,240
$354,240
$354,240
$354,240
$354,240
$1,771,200
Parking
$240,000
$240,000
$240,000
$240,000
$240,000
$1,200,000
TOTALI
$738,240
1 $738,240
1 $738,240
1 $738,240
1 $738,240
1 $3,691,200
Page 1
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USE AGREEMENT
ORANGE BOWL STADIUM
This Agreement is entered into this _ day of 11997, by and between the City of
Miami, a municipal corporation of the State of Florida ("City") and All American Football League, a
Delaware corporation ("User")
In consideration of the mutual covenants and promises herein contained, the City hereby grants to
User the right, privilege and permission to enter into and upon the municipal facility owned by the City
and known as the Miami Orange Bowl Memorial Stadium (the "Facility" of the "Stadium") 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 five (5) years, from the commencement of the
1999 football season. Football Season shall mean the period of time from March through August of each
year (the "Season") User shall have the option to extend the term of this agreement for three(3)
additional periods of five(5) years each, on terms and conditions to be agreed upon by the parties.
2. USE: User shall be permitted to enter the Facility only for the purpose of playing exhibition,
home and playoff football games, to be scheduled during each year of.. the term in accordance with the
provisions of Section 3 below (each such game or event is sometimes herein referred to as the "Event"),
and for no other purpose. User agrees to play all of its regular season home games, which shall in no
event be less than 8 games per season, at the Faculty. Each event day shall commence six (6) hours
before the Event and shall terminate two (2) hours after the Event. Unless otherwise agreed by the
Stadium Supervisor, the set-up period shall commence no earlier than twenty four (24) hours prior to the
Event and dismantle shall begin immediately upon the conclusion of the Event and conclude within
twenty four (24) hours thereafter. Should User require a longer period for set-up or dismantle, the same
may be allowed by the Stadium Supervisor at an additional fee. User shall be responsible for all costs
relating to set-up or dismantle, or for any services outside normal City working hours For purposes of
this Agreement, "normal City working hours" shall mean from 8:00 a.m. to 5:00 p.m., Monday through
Friday. User shall also be permitted to hold "light practice" on the field, one day before a game, such
practice being defined as a maximum of 1 hour practice per team.. Should User require a longer period
of time prior and after the actual presentation of the event, the same may be allowed by the Stadium
Supervisor in consideration of an additional fee. User shall also have the use of the locker rooms on
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game days and at all other times during the Season, subject to the use of the locker rooms by UM or
other scheduled events.
3. SCHEDULING PRIORITY: During the term hereof, the City and User agree that the
following organizations shall have priority in scheduling events at the Stadium: (a) The University of
Miami (UM), for all of its regularly schedule football games; and (b) the Kiwanis Club of Little Havana
for Carnival Night, , which is held in February or March of every year. User further acknowledges that
no events may be scheduled within five (5) days prior to a scheduled UM game. Subject to the
foregoing, User's events shall be scheduled as follows:
(a) Not later than the 15th day of November of each year, User shall provide to City its
proposed schedule of events for the following calendar year. User's proposed schedule shall be
acceptable to the City, unless it is in conflict with the uses described above.
(b) City agrees to submit to User a copy of UM's schedule not later than 5 days after its
receipt of same. (User acknowledges that UM has no obligation to deliver its schedule to the City until
February I st of the year on which the UM games will play). In the event that the UM schedule conflicts
with User's proposed schedule, then the City shall use its best efforts to assist User in selecting a new
date for the affected event.
(c) As soon as possible, but in no event later than 10 days after User's receipt of UM's
schedule, User shall submit to the City any changes to its schedule that may have been necessitated by a
conflict with the UM games.
4. USE FEE: The Use Fee for each Event shall be the sum total of the Basic Use Fee, the Ticket
Surcharge, and the Additional Charges.
A. The Basic Use Fee for the use of the Facility, which shall be waived for the first five (5)
years of the Term, shall be the greater of $10,000 or ten (10%) of gross admission price, exclusive of
federal, state or locally imposed taxes payable upon the admission price, up to $20,000 per game. Basic
Use Fee includes electricity during the Event hours only. 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
$ 1.00 to $ 5.00
$5.01to$15.00
$15.01 and over
Surcharge
$0.50
$0.75
$1.00
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B. 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 five (5) days after the conclusion of the Event. 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, 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 Use, all applicable taxes, including State of Florida sales tax,
and all other amounts due by User under this Agreement.
D. The City hereby waives the payment of the Basic Use Fee for the first five (5) years of the
term.
5. PAYMENT OF USE FEE: User agrees to pay to the City the Use Fee as follows:
A. Deposit: At least sixty (60) days prior to the first day of each Season during
the term hereof, , User shall pay to the City a Deposit (the "Deposit") inthe amount of $20,000 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 expense borne by the City as a consequence of presentation of an Event.
The City shall return the Deposit, or the unexpended portion thereof, to the User within ten (10) days
after the date of the last Event of the Season and after User's satisfaction of all of its obligations under
this Agreement applicable to the corresponding Season.. In the event the City applies all of a portion of
the Deposit toward the payment of amounts due by User hereunder, then, User shall replenish the
Deposit within 15 days following the date of the City's request.
B. Payment of Use Fee: The Use Fee for each Event shall be paid not later than five (5)
business days after the corresponding Event Date.
C. Form of Payment: All payments form User to City shall be by cashier's or certified
check drawn on a local bank.
6. EVENT PERSONNEL, UTILITIES AND SUPPLIES: Except for the provision of
electricity during the event hours only, , User shall be responsible for the staffing of the Event and shall
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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, 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, (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 Event, 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 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 5 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 not later than five(5) days after the 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 not later
than five (5) days after the conclusion of the Event.
C. Fire: Not later than five (5)days prior to the commencement of each Season, User shall
obtain and deliver to the Director an Assembly Permit, and such other permits as may be required by the
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City relative to the Events to be held during the Season. 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, outside of
normal City working hours, such as the services of groundsmen, technicians and other City personnel ,
including setup and/or dismantled.
F. Cost Confirmation: Attached hereto is a "Cost Confirmation" sheet which describes, to
the extent known and available, the Additional Charges. User shall pay the Additional Charges as
described in Section 5 above. 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. 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.
8. PARKING:
(a) 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.
(b) City shall allow User to use 300 parking spaces, per game, free of charge, such spaces to
be located as depicted in Parking Schedule attached hereto as Exhibit "A". Additionally, User shall have
the right to purchase, at regular rates, 800 parking spaces, in the location(s) depicted in Exhibit A " to be
used in season ticket or sponsorship packages.
9. ATTENDANCE LIMITATION: A maximum attendance of 75,000 persons will be permitted
for the Event. User represents and warrants that no more than 75,000 number of tickets will be printed
for each Event.
10. 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.
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All tickets shall be printed by a bonded printer, 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 before 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 one thousand (1,000) complementary tickets for
promotional purposes. Tickets issued in excess of the one thousand (1,000) 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 use the President's Booth, or at the option of User, a block of
twenty six (26) adjacent seats in an area acceptable to the City.
11. GATE OPENING TIME: Doors shall open as advertised and as approved by the City. All
tickets and advertising shall indicate opening time. The City reserves the right to change or adjust the
door opening time as it deems appropriate based on crowd control conditions.
12. CONCESSION RIGHTS:
(a) Food and Beverages: User understands and agrees that this Agreement shall not grant to
the User any food or beverage 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. The food and beverage service at such concessions shall be of good quality consistent with
that at other major sports venues.
(b) Non -consumable Novelties: User, subject to City's approval, which shall not be
unreasonably withheld, shall have the right to operate (or designate a quality company to operate), non-
consumable novelties, such as souvenirs, and other football related merchandise. User, and shall be
responsible for all costs relating to the operation of the Novelties concession , and shall be entitled to
receive all revenues deriving therefrom.,
13. ADVERTISING: User acknowledges that the City has granted to UM certain permanent and
temporary signage and advertising rights at the Stadium, as provided in that certain Use Agreement
between the City and the University of Miami, dated June 22, 1990, copy of which has been delivered to
User (the "UM Agreement"). User acknowledges receipt of the UM Agreement and hereby represents to
the City that it is familiar with the terms thereof. User further represents that, in accepting any rights
herein granted to User by the City, it does not rely on any representations made by the City, but instead,
on its review of the UM Agreement. In the event that any right herein granted to User conflicts or
ORS:third revised unmarked document doc.doc 6 9 7_ 713
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appears to conflict with the UM Agreement, User hereby releases and indemnifies the City from any
liability in connection therewith. Subject to the foregoing, the City and User agree as follows:
(a) In the event that User and UM reach an agreement allowing User to place permanent
advertising in the Stadium, then, in such event, the City agrees that it will permit User to do so subject to
all applicable legal requirements, and under such terms and conditions as User and the City may agree
upon.
(b) User shall have the exclusive right to place field level temporary signage, such as banners,
field boards, field logos, etc., on game days only. User shall be entitled to all revenues derived from
advertising rights under this section.
14. CONDITION OF FACILITY/REMOVAL OF USER'S EFFECTS:
A. The City agrees to provide and maintain the Facility, and all its improvements, and
equipment in good condition and repair. User accepts the Facility, and all its improvements and
equipment in "as -is" condition.
B. The City agrees, at its expense, to provide the Stadium playing surface in good condition,
ready and available for User's use for football games not less than six (6) hours before the start of each
game. City shall use its best efforts, as part of the normal field maintenance responsibilities, to eradicated
lines or other field markings before each game.
C. If needed by another scheduled event, at the City's request User shall tear down and
remove all of User's effects immediately after an Event. User agrees to surrender the Facility to the City
properly cleaned and in the same condition existing upon User's acceptance. If the Facility is not
properly cleaned to the City's satisfaction, then the City shall have the right to invoice the User for such
additional cleaning. The cost of additional cleaning, as well as the cost of damage repairs, or any repairs
necessitated as a result of the use of the Facility by User, shall be deducted from the Deposit. Any
deficiency shall be paid by User upon demand.
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, without the City's consent, at the end of the Use
Period. Alternatively, the City may charge the User for storage, at a rate equal to the lowest use rate, per
day, for each day or part of a day that said effects remain in or on the grounds of the Facility. All
amounts due by User under this section shall be deducted from the Deposit and any deficiency shall be
paid by User upon demand.
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E. 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 Term, 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 shall indemnify, defend and hold harmless the City and its
officials, employees and agents (collectively referred to as "Indemnities") and each of them from and
against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities
(collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or
destruction or loss of any property arising out of, resulting from, or in connection with (i) the use of the
Facilities, or User's performance or non-performance under this Agreement which is or is alleged to be
directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether
active or passive) of User or its employees, agents or subcontractors (collectively referred to as "User"),
regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or
contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnities,
or any of them, (ii) the failure of User to comply with any of the paragraphs herein or the failure of the
User to conform to statutes, ordinances or other regulations or requirements of any governmental
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authority, federal or state, in connection with the performance of this Agreement. User expressly agrees
to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may
be asserted by an employee or former employee of User, or any of its subcontractors, as provided above,
for which the User's liability to such employee or former employee would otherwise be limited to
payments under state Workers' Compensation or similar laws.
User further agrees to indemnify, defend and hold harmless the Indemnities from and against (i)
any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation,
condition, or requirement, in any way related, directly or indirectly, to User's performance hereunder,
compliance with which is left by this Agreement to the User, and (ii) any and all claims, liens and/or suits
for labor and materials furnished by the User or utilized in the performance of this contract or otherwise.
Where not specifically prohibited by law, User further specifically agrees to indemnify, defend and hold
harmless the Indemnities from all claims and suits for any liability, including, but not limited to, injury,
death, or damage to any person or property whatsoever, caused by, arising from, incident to, connected
with or growing out of the performance or non-performance of this Agreement which is, or is alleged to
be, caused in part (whether joint, concurrent or contributing) or in whole by any act, omission, default, or
negligence (whether active or passive) of the Indemnities. The foregoing indemnity shall also include
liability imposed by any doctrine of strict liability. Indemnities and User further agree that the liability of
the User to save harmless and indemnify the Indemnities for damages caused solely by any act, omission,
or default of the Indemnities shall not exceed the sum of $1,000,000 for property damage arising out of
any one occurrence and $1,000,000 for bodily or personal injury or death arising out of one occurrence.
This indemnity agreement shall apply not only to claims and suits against User and the Indemnities jointly,
or any other combination. In the event of a joint verdict and judgment, the above -stated limit shall apply
to the portion of the verdict or judgment which is against the Indemnities.
Usef am-, C4>0-
p r-anyone-whomsoever, duFing the -time
thane y is un er a con ceupied-by-the-User-Al1-personal-property-placed-or_mo_v_ed
in-Mae-Faei}ity-shall-be am o ser or a owner Gther-agrees=that._it,halLbe
can y w enev et er owne r, its
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se -up an iSenual public.
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
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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.
21. INSURANCE: The User shall take out, pay for, and at all times during the performance of
work hereunder maintain, such public, contingent (where applicable, professional malpractice) and
employer's liability insurance as will satisfy the foregoing indemnity requirements of the Agreement and
protect User and the City from claims under Workers' Compensation and other employee benefit acts
(the "Insurance"). The insurance shall include Comprehensive General Liability and property and
damage, including automobile, products completed operations and broad form contractual covering
liability assumed by the User under this Agreement. The insurance shall: (i) include the City as an
additional insured; (ii) be primary insurance written on an occurrence basis to the full limits of liability
hereinafter stated, and should the City have other valid insurance, the City's insurance shall be excess
insurance only; (iii) include a waiver of subrogation against the City, its officers, agents and employees,
(iv) include a severability clause substantially in the following form:
"The insurance afforded applies separately to each insured against whom claim is
made or suit is brought, but the inclusion hereunder of more than one insured shall
not operate to increase the limits of the insurance carrier's liability. The inclusion
of any person or organization as an insured shall not affect any right that such
person/organization would have as a claimant if not so included," and
(iv) contain an endorsement substantially stating:
"Cancellation or expiration of the policy to which this endorsement is attached
shall not become effective until after thirty (30) days advance written notice has
been delivered to the City.
City of Miami
444 S.W. 2"d Avenue
9th Floor
Miami, Florida 33130
Attention: Risk Management
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Without limitation of the requirements set forth in this Article, User shall maintain insurance with
coverage and minimal limits of liability as follows:
(1) Workers' Compensation and Employer's Liability providing statutory coverage
under the Workers' Compensation and Occupational Disease Laws of the state where
operations are being performed under this Contract; and Employer's Liability coverage
with limits of $100,000 bodily injury per accident and $300,000 suggested] annual
aggregate bodily injury.
(2) Comprehensive General Liability affording (i) Bodily Injury Liability (or death)
with limits of $1,000,000 for each person and, where applicable, $2,000,000 in the
aggregate; and (ii) Property Damage Liability with limits of $250,000 for each occurrence
and $250,000 in the aggregate, such coverage to include: Products Completed
Operations, Broad Form Contractual Liability covering liability assumed under this
Contract, and User's Contingent (Protective) Liability with respect to work subcontracted
by the user.
(3) Comprehensive Automobile Liability affording (i) Bodily Injury Liability (or
death) with limits $500,000 each person and $1,000,000 each occurrence; and (ii)
Property Damage Liability with a limit of $250,000 each occurrence; such coverage to
include liability for the operation of owned, hired, and non -owned vehicles.
In no event shall the provisions of this Paragraph be construed in any way to limit User's
obligations under any provision of this Agreement, including, but not limited to, User's obligations to
indemnify, defend and hold harmless the City.
The insurance coverage required herein shall be through policies issued by companies authorized
to do business under the laws of the state where the work is performed. The Company must be rated by
the latest edition of Best's Insurance Guide, published by Alfred M. Best Company, Inc. [or other
recognized organization] at no less than an "A" Best Policyholders Rating and no less than an "V rating
in Best's Financial Size Category.
All such insurance, including renewals, shall be subject to the approval of the City for adequacy of
protection, and evidence of such coverage shall be furnished to the City on Certificates of Insurance
indicating such insurance to be in force and effect and providing that it will not be canceled during the
term of this Agreement without thirty (30) calendar days prior written notice to the City.
If, in the judgment of the City, prevailing conditions warrant the provision by User of additional
liability insurance coverage or coverage which is different in kind, the City reserves the right to require
ORS:third revised unmarked document doc.doc I I
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the provision by User of an amount of coverage different from the above stated amounts or kind and shall
afford written notice of such change in requirements thirty (30) days prior to the date on which the
requirements shall take effect. Should the User fail or refuse to satisfy the requirement of changed
coverage within thirty (30) days following the City's written notice, this Agreement shall be considered
terminated on the date that the required change in policy coverage would otherwise take effect.
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:
A. User's 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, which is not cured within 10 days after delivery of written notice
thereof to the User, 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.
B. City's Default: If the City fails to comply with any term or condition of this
Agreement, of fails to perform any of its obligations hereunder, then the City shall be in default. Upon
the occurrence of a default hereunder which interferes substantially with the use of the Stadium by the
User to play professional football games, or which is reasonably expected to interfere substantially with
the revenue of the User intended to be derived therefrom, and in either case is not cured within 10 days
after delivery of written notice to the User , the User, as its exclusive remedy, may immediately, upon
written notice to the City, terminate this Agreement, whereupon all deposits and advances paid to the
City by the User and not applied to the User's unperformed obligations promptly shall be returned to the
User.
23. TERMINATION:
A. City's Termination Rights:
1. 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 which is
not cured within the time specified in Section 22 A. above.
2. 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,
ORS:third revised unmarked document doc.doc 12
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windstorm, catastrophe or other act of God, and the City decides, in its. sole discretion, not to repair or
rebuild.
3. 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.
B. User's Termination Rights:
1. Termination for Cause: User shall have the right to terminate this
Agreement, without notice or liability to City, upon the occurrence of an event of default which is
not cured within the time specified in Section 22 B. above.
2. Other Termination Rights: User shall have the right to terminate this
Agreement: (i) in the event that the Stadium is condemned, or in the event of its damage due to fire,
windstorm, catastrophe or other act of God, if the User is thereby rendered unable to utilize the Stadium
for the purposes contemplated herein for a period of q D days; provided, however, that prior to the
expiration of such �6 day period, the parties may agree to extend such period upon such terms as may
be mutually agreeable if the City, in its sole discretion, has decided to repair or rebuild; or (ii) in the
event that User elects to not play any professional football games during the 1999 Season. In order to
terminate this Agreement under this subsection 23 B. 2(ii), User must, not later than August 15, 1998,
deliver to the City a certificate, executed by User, certifying its decision to not play any professional
football games during the 1999 Season, accompanied by such documentation as the City may reasonably
require.
3. Return of the Deposit: User shall be entitled to a refund of the Deposit, or so much
thereof as has not been applied, upon termination of this Agreement under this section.
24. SPECIAL PROVISION FOR MULTIPLE EVENTS: Pursuant to this Agreement, the City
has granted the User the privilege to present multiple events, during the term. User acknowledges that
the City has reserved the Event Dates for the benefit of User and has foregone the rental of the Facility on
such dates in reliance on User's promise to hold the Events, as scheduled. Accordingly, User
acknowledges that its failure to hold an Event on an Event Date will cause substantial economic hardship
to City. Therefore, in consideration of the foregoing, User and City agree as follows:
(1). User has the right to cancel the presentation of an Event, without any liability to the City,
provided that (i) it gives the City at least ninety(90 ) days prior written notice of cancellation; and (ii)
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ORS:third revised unmarked document doc.doc 13
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User does not present the Event, (or a substantially similar event) in any other facility in Dade County,
Florida, within a period of 60 days form the date scheduled for the presentation of the canceled Event.
(2). In the event that User (i) fails to comply with the provisions of subsection (1) above; or
(ii) cancels two (2) consecutive events; or (iii) fails to make any payment to the City in the manner
provided herein, then the City, in addition to all other rights available to it by law, shall have the following
right and remedies:
(a) terminate this Agreement in whole or in part and retain all deposits held by the City
under this Agreement as liquidated damages; or
(b) charge User (and, to the extent the deposits held by the City at that time are sufficient,
collect from said deposit) an amount equal to the Basic Use Fee (or $10,000 during the . first 5
years of the term,) for the canceled Event. In such event, the User shall have the right to reinstate
this Agreement by depositing with the City an amount equal to one and one-half (1 1/2) the amount
of the deposits applied toward the payment of the Basic Use Fee for the canceled event.
25. FORCE MAJEURE: Notwithstanding anything herein to the contrary, neither User nor
the City shall be obligated, or penalized for inability, to perform any term or condition of this
Agreement if such performance is prevented by fire, earthquake, flood, acts of God or nature,
strikes, riot or civil commotion, or by reason of any other matter or condition beyond the control
of either party.
.26.1 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.
27. 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.
28. 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
ORS:third revised unmarked document doc.doc 14
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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:
TO THE CITY:
0
29. 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. 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.
30. MISCELLANEOUS PROVISIONS:
ORS:third revised unmarked document doc.doc 15
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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 have the right to request that all Event staff and all concessionaires wear
uniforms, provided by User at its cost in a color scheme consistent with User's team's colors.
C. User shall provide to the Director one hundred(100 ) promotional tickets for the event,
for the purpose of promoting the Facility.
Florida.
D. This Agreement shall be construed and enforced according to the laws of the State of
E. Title and paragraph headings are for convenient reference and are not a part of this
Agreement
F. 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. '
G. 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.
H. 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.
31. SCOREBOARD AND OTHER FACILITIES: On game days, User shall have the right to
use the football scoreboard, public address system, field lighting, press box, home and visitors locker
rooms, game officials locker rooms, video boards, Athletic Club, and all other., available facilities
commonly used for game day activities.
32. BROADCASTING: City agrees to provide, at no additional cost to the City, access to existing
television, radio and public address facilities, and to maintain, in good working order, the existing
facilities in the Stadium for television and radio broadcasting. All revenues derived from the sale of
broadcast and television rights in connection with the User's events, shall belong to the User.
ORS:third revised unmarked document doc.doc 16
9'7- 713
33 STORAGE SPACE: During the term, City agrees to make available to User, as an
accommodation, and free of charge, certain storage space described in Exhibit "B" hereto. User
acknowledges that the City makes no representation whatsoever regarding the condition of the storage
space nor its suitablitlity for storage of User's items. User shall use said space at its own risk and releases
the City from any and all liability arising out of, in connection with, or relating to use of said storage
space.
34. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto,
their heirs, executors, legal representatives, successors, or assigns.
34. 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.
35.. 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.
36. 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 1997,
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.
ORS:third revised unmarked document doc.doc 17
9 7- 713
Oct. 7. 1997 8:57AM CROSSWINDS COMMUNITIES
"CITY"
Crff OF MIAM, a municipa
ATTEST: corporation
Walter Eoeman, City Clerk
Title: Corporate Secretary
APPROVED AS TO FORM AND
CORRECTNESS:
A. QC11NN IONES, III
City Attorney �Y
0RS:e W Twirod ronnute d de>tye,eW d4 &*
By:
Edward'Marquez, City Mangier
"USER"
All American Football League, inc.
a Delaware corporation
No.3490 P. 2
ib /�,w. eeiaae.elwiilr4eue,�,•�eU�N�NiiFAr,ee�
P* CN'Ame: S&EAW2a 666 66&A't',
Title: President
APPROVED AS TO INSURANCE
RF,QUIREMENf S:
MARIO SOLDEVn LA
Assistant Director, Risk Management.
18
97- 713
1
TO
FROM
E,
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Honorable Mayor Joe Carollo and
Members of the City Commission
EElward Mar4ue�
City Manager ._
• 34,p►.
DATE: October 6, 1997
SUBJECT: Orange Bowl Stadium Use
Agreement with All American
Football League
REFERENCES:
ENCLOSURES:
FILE :
RECOMMENDATION:
It is respectfully recommended that the City Commission adopt the attached .resolution
authorizing the City Manager to execute a Use Agreement for the use of the Orange Bowl with
the All American Football League in substantially the attached form.
BACKGROUND:
The All American Football League will be permitted to play no less than .eight (8) exhibition,
playoff and home games per football season, commencing in 1999. The football season will be
from March through August.
The City of Miami will operate the parking and retain all revenues therefrom. All food and
beverages will be retained by the City subject to the concessionaire agreement. The All
American Football League will be permitted to place temporary on field advertisement.
The League shall levy and collect a Ticket Surcharge, on behalf of the City and in accordance
with the City Code, on each paid admission. The Use Fee, which shall be .waived for the first
five years, shall be the greater of $10,000 or ten (10) percent of gross admission price, exclusive
of federal, state or locally imposed taxes payable upon the admission price, up 'to $20,000 per
game.
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