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Home My WebLink AboutM-96-06749ROM : 01 P► ONSE NO. • 371242-91 q Sep. 63 1996 0":39F7r" P2, A114- This Memorandum of Intent (''Memorandtun"), dated this day of + September, 1996. oudines the general business terms and conditions of x proposed Use Agreement betty m the City of Miami, a municipal corporation organized and eximing under the taws of the State of Florida ("City"'), and Florida Sports lEaterprises Limited Fumership, a Florida limited pwtttcrship CTSE'J. `JVITNESSETH WHEREAS, FSE is negotiating the acquisition, of a Major League Sooaer Franchise (herein referred to as dw "MI,S Franchise" or the "Tear") ,which yyitli use the Miami Orange Bowl Stadium (the "Stadium") as its home field for purposes of playing exhibition, home and playoff soccer games; and WHEREAS, the parties hereto wish to set forth a brief and general outline of the business arms and conditions of a proposed Use Agreement (the "Use Aptemenn which, if approved by the City Commission and upon satisfaction of all conditions berein described, will be executed by FSE and the City. NOW THEREFORE, for and in considlerdtion of the sum of ten doEars ($10.00) and other good and Valuable consideration, the receipt and sufficiency of %Mich are hereby acknowledged, the patties hereto agm as follows: 1. This. The initial term of the Use Agreement sisal1 be for a period of live (5) years. Commencing with the first scascxn of the MLS Franchise in Mi=i but ir. no event later than 1999. FSE shall have the option to renew the Use Agreement foi five (5) qG City Cent 96- 674 0 F40M : LM1 PMClE NO. . 3?2+3919 Sep. 23 19%. 07:39Pr1 P3 additional perieds of one (1) year each upon terms and conditions to be agreed upon by the parties. I 1,Lbv. FSE agrees to hold not less than sixteen (16) home games per year aDd shall have the right to use the Stadium as 9. practice facility for the Team, subject to a mila1 ility. Additionally, FSE shall have the right to hold exhibition and play off games for the MLS Francbise. 3. The Use Fee for the first tbree (3) years of the term shall be waived. Comma=ing ore the founh year of the tare. the Use Fee dWI be equal to 6% of all ticket sales excluding only the Fortion of payment corresponding to foderal, state or local taxes ("Gross Ticket Receipts''), Commencing on the fifth year of the terra and for every year thereafter; the Use Fees shall be equal to 6.5% of Gross Ticket Receipts. 3 4. Ti(a) Dining the first five (5) years of the tern the City shall pam2it FSE to use up to one thousand (1,000) cornplimcntary oiclorts per game. Commencing on the sixth armivcrsar, of the commenewicat date, the number of authorized corVUm cntary tickets shall be reduced to five hundred (500) per game. All complimentary tickets i waed in excess of the authorized amount shall have a value equal to a like ticket price offer for sale to the gemrrail public and shall be included in the calculation to deteanine Or= Ticket Receipts; (b) the city VdI be givens the right to the use of the Presideat's Booth or, at the option of FSE. a block of twenty-six (26) adjacent seats in an mva acceptable to the City. 2 96- 674 L'M I t S. 1 FSE agrees to collect and deliver to the City a Ticimt Surtharge in the amount of one dollar ($1.00) for each pad ticket for admlWon to al! events bald by FSE in the Stadium Lvnunencing on the oomtx ncerment date, of the terms. 6. Pr. 4AI�S5— line• during the terra of the Use Agreement and aov r %%I teum, the Cite, and FSE agree that :he following orgeW ations AwIl have priority In scheduling the following events to be held in the S,.adium; (a) the University of iNimmi for all of its regularly scheduled football games; and (b) the Kiwanis Club of Little Tlavwm For Carnival Night commencing on the first Saturday in Mach of every year. FSE hither acknowledges that no games may be scheduler within five (5) days prior to a whtduled M game. 7. , The City shall provide surface parking adjacent to the Stp&um for 4,000 vehicles at no a dWonal cost to FSE. The City agrees Uv maiDtain the surface pavement in good condition =d repair at its sole roost. For all events held by FSE at the Stadium, FSE shaL bo responsible for managing the parking fsc:ilities at its sole cast anal expMte and shall retain all revenues derived therefrom. 8. C=Mbon and Ivy* nw= of Sham FSE will be responsible for all Stadium expenses rclated to FSE events at the Stadi=t, including costs for polio secvAty, usher, ticket takers, tiekon sellers and other operating expemes that relate to the event. The City %ill be responsible for all expenses than relate to the Stadium facility. sttch as tatilidea, i engineering, field prepazaton and maintenance; waste removal, repairs and mainter=e afthe Stadium structure, improvements, equipment and lighting. The Ci* shall rnalnt4in 3 P4 ge. 674 FROM : U11 - ., PNo� t4CQ. : �+29:' Sep. �� 15� 07: �OFi"1 p, the Stadium and all its improvements, facilities and equipment in good condition and repair. 9. Canessign(.n and BMeraP). The City will operate (or designate a qualified company to operate) the food and beverage concessions in the Sta.diura, and shell be responsible for ,all costs and receive all revenues dwrefmrn. The food and service at such concessions shall be of a reasonable good quality consistent with that at other major sports venues. At the request of FSE and to the extent permitted by ,and subject to provisions of applicable law, the City shall grant designated corpotate sponsors (such as a major cola vendor) of the MLS Franchise exclusive rights to supply their products for sale at such concessions. 10. i-nr� S,�ans . nve)tvl, FSE will operate (or desipate a qualih' company to i r, opusle) ran -consumable novelties, souvenirs and other items, which are MILS or soccer related, god shall be responsible fbr all costs and receive all revenues thcreftouL 11. Adv rtisina. FSE acknowledge that the City km granted tD they University of Miaa d all rights to advertise in the Stadium. Accordingly, the City carrot grant any ri,*tts and makes no representations whatsoever to FSE with regards to advettising. Notwithstanding the foregoing, in, the event that FSE and UM reach an agreemerd allowing FSE to advertise in the Stadium, then the City agrees that it will permit FSE to i do so subject to a"licable requirements and under such terms and conditions as the parties may agree upon. In such event, the City shall rowive an amount equal to the greater of (a.) S 15,000 per year or (b) 15% of the net revenues received by FSE from said advertising. 4 96- 674 FOW : LM1 E. �11 El MOE Na. : 372+2915 Sep. 23 1996 e ( 41Phi F'6 12. Ing Righla. If pernaitted by applicable law, and subject to compliance with all applicable requirements, City s,Wl grant FSE the exclusive right to negotiate the naming rights of the Orange Bowl on behalf of the City. The City, however°, shaft have the absolute right to approve or t*ect said name in its sole discretion, prior to the execution of any agreement by FSE regarding the naine of the Stadium. All revenues fiom the right to name the Stadium shall be Split equally by the City and FSE. The term of any right to name the Stadium shall not exceed the term of the Use Aft. 13. 11- . en . FSE has received and reviewed the Use Agreement between the City and the University of Miami dated June 22, 1990, as amended by Amendment to Use Agreement dated .1994 (the "UM Agreement"). It is the intent of the parties that the proposed agreement between the City and FSE parallel the UM Agreement, except as otherwise specifically provided herein. 14. Term of IVientood= of Inters. This Memorandum of Intem shall be valid far- a period of ninety (90) days following its approval by the City Commission (the "Expiration bete"). In she event FSE is unable to obtain (and submit to city proof that it has obtained) the MLS Franchise by the Expiration Date, then this Memorandum of Intent and all rights and obligations created hereby small be null and void and of no fi:rtheu force and effect. In such event FSE understands and agrees that the City shall be free to negotiat< and enter into an %roetrient with the Major League Soccer itself for the ace of the Stadium. S 96- 674 F�h1 LMI p., PHONE NO. : 37272919 Sep. 23 1996 07:42PM P7 IN WITNESS 'A, HEREE F O ,the parries thereto have executed this MCmoraadurn;. effective as of the date first above written. CITY OF MiAMI, FLORIL7A A Mmicipal Corporation in the State of Florida By: City Manager' Attest: City Clerk APPROVED AS TO FORM AND CORRECTNESS: City Attorney FLORIDA. SPORTS ENTERPRISES MI'TED PARTNERSHIP A Florida limited pntme mbip By: President Attest: Secretuy P, 96- 674