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HomeMy WebLinkAboutR-96-0258s� J'- =962,79 4/18/96 RESOLUTION NO 9 6J — 258 A RESOLUTION, WITH ATTACHMENT, MAKING INAPPLICABLE THE LICENSES" OF STREET VENDORS/PEDDLERS WITHIN CERTAIN DESIGNATED AREAS OF THE CITY ADJACENT TO THE ORANGE BOWL STADIUM DURING SPECIFIC HOURS DURING THE, OLYMPICSOCCER COMPETITION TO BE HELD JULY 20-28, 1996,;PURSUANT TO SECTION 39-13 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ,TO GIVE EFFECT TO THE RIGHT OF THE SOUTH FLORIDA SOCCER ORGANIZING COMMITTEE FOR 1996, INC., TO OPERATE ALL NOVELTY AND SOUVENIR MERCHANDISE CONCESSIONS FOR THE 1996 ATLANTA CENTENNIAL OLYMPIC GAMES SOCCER COMPETITION TO BE HELD AT THE ORANGE BOWL STADIUM, IN ACCORDANCE WITH THE USE AGREEMENT, APPROVED BY THE CITY COMMISSION ON DECEMBER 7, 1995, PURSUANT TO RESOLUTION NO. 95-886, A COPY OF WHICH IS ATTACHED HERETO. WHEREAS, the City Commission, pursuant to Resolution No. 95- 886 adopted December 7, 1995, authorized the South Florida Soccer Organizing Committee for 1996, Inc., (the "Organizer"), to use the Orange Bowl Stadium to stage the 1996 Summer Olympic Soccer Games (the "Games") , and authorized the City Manager to execute an agreement with the Organizer for that purpose, in a form acceptable to the City Attorney (the "Agreement"). WHEREAS, the Agreement grants the Organizer the right to operate all novelty and souvenir merchandise concessions in the Orange Bowl Stadium during the Games I I t i ' f ; STADIUM USE AGREEMENT This Stadium Use Agreement ("Agreement") is entered Into as of the day of March, 1996 by and between SOUTH FLORIDA SOCCER ORGANIZING COMMITTEE FOR 1996, INC, a not -for -profit corporation organized under the laws of the State of Florida ("the Committee") and the CITY OF MIAMI,a municipal corporation of the State of Florida. BACKGROUND INFORMATION . 1. The International Olympic Committee (the "IOC") has entrusted the honor of hosting the Games of the XXVITH Olympiad (the "1996 Summer Olympic Games") to the Metropolitan At Olympic Games Authority, a public body corporate and politic created under the; laws of the State of Georgia ("MAOGA"), the City of Atlanta, Georgia, a political subdivision of the State of Georgia (the "City"), and the United States Olympic Committee (the "USOC"), and for that purpose has entered into a contract concluded in Tokyo, Japan on September 18, 1990 (the "Host City Contract") to which MAOGA, the City and the USOC are signatories. 2. The City, MAOGA and the USOC have designated the Atlanta Committee for the Olympic Games, Inca("ACOG") as the "Organizing Committee for the Olympic Games", as required by the Olympic Charter of the IOC and Section 5 of the Host City Contract. 3. As part of its responsibilities in organizing the Games, ACOG is obligated to stage competition events in the sport of international football ("Football"). 4. The Committee and ACOG have entered into a Football Venue City Agreement dated as of September 17, 1993 (the "Football Venue City Agreement") wherein the Committee has agreed to stage a portion of the preliminary rounds of the Football competition in and around South Florida (the "Venue City"), and to assume certain of ACOG's obligations with respect to the staging of such competition as provided therein. 5. The Committee as part of it's obligation to ACOG has selected the Orange Bowl Stadium (the "Venue Site"), which is owned and operated by the City of Miami, as the competition site; 6. The City of Miami and the Committee desire to set forth in this Agreement the terms and conditions with regard to each party's respective responsibilities and obligations in relation to the Venue Site and the staging of the Football Competition; and 7. It is the intent of the City of Miami and the Committee to continue to work together in good faith under this agreement to assure the success of the Competition; , NOW THEREFOREin con ` sideration of the mutual covenants and conditions herein contained, the City of Miami and the Committee, intending to be legally bound, hereby covenant and agree as follows: ARTICLE ONE (Definitions) 1. Definitions. When used in this Agreement with an initial capital letter, the following terms shall have the following meaning: 960 258 QV\JVlua{Ivv'�I ll. �.J. •r.� � ��. �. r. �_-. _._ .,. 1.4 "Committee indemnities" means the Committee, ACOG, Atlanta Centennial Olympic Properties (ACOP), MAOGA„City, the LISOC, the IOC, together with their affiliated organizations, directors, officers, employees, agents, volunteers and consultants, or any one of. Ahem. 1,15 "Dispute Resolution Committee" means a committee consisting of the Chief Executive Officer of the Committee or his designee, the City Manager of the City of Miami or his designee and the President of ACOG or his designee. 1,6 "Exclusive Use" means the right to control the exclusive use, control, entry and exercise of Operational Control over a site. 1.7 "FIFA" means the Federation Internationale de Football Association. 1'.8 "Football Period" means the period from July 6, 1996 through and including August 1, 1996. 1.9 "Games" means the Round -Robin Football tournament of the 1996 Centennial Summer Olympic Games. 1.10 "Improvements" means Olympic signage, increased signage or "Olympic Look" materials on the Venue Site property. Improvements shall also include the right to construct such temporary facilities installed or constructed by the Committee or at the Committee's request as may be necessary for staff access and egress, materials, ticket booths, security checkpoints, equipment transfers, media and press facilities, cabling for telecommunications and TV broadcast. 1.11 "Licensed Premises" means the area surrounding the Venue Site that has been dictated by a resolution by the City of Miami to be restricted to the sale and promotion of officially licensed Olympic.products only. 1.12 "Officials" means ACOG approved officials and other persons designated by AGOG. 1.13 "Operational Control" means the right to guide or manage with authority to set priorities, establish schedules evaluate results and program work. 1.14 "Operator" means, collectively, the City of Miami, together with any management or operating entities which it owns or controls and which perform services on or in connection with the Venue Site: 1.15 --Operator Indemnities" means the Operator, its employees, agents and officers, or any of them. 2 95-- 258 ����1 �t� ^"` Ut sit i_>, L F ; � t 1. Full size, fully lined international soccer field (68m x 105 m with - no more than 1 % crown) with permanent goats (installation of Mich is illustrated in Exhibit G), sideline benches 2 Trainer's facilities 3, Two men's and two women's locker rooms 4. Officials locker room 5. Lining of field, which will be supervised by the Committee and/or under ACOG supervision 6. All Venue Site requirements as listed in Exhibit B. The`parties hereto acknowledge,that the Venue Site currently satisfies the above criteria. Any items not set forth above that the City of Miami is required to provide will be agreed to by both the Committee and the City of Miami and at which time the party(s) responsible for the cost of providing the same will be determined. (c) The City of Miami agrees to furnish, at its expense,except as may be otherwise provided herein,' light for ordinary use, water for all reasonable purposes and rest room supplies. (d) The City of Miami agrees to furnish, at its own cost and expense, including but not limited to, the'folloWng personnel: Event supervisor, office attendants, electricians, plumbers, air conditiontechnicians, elevator technicians, maintenance personnel and groundsmen necessary for the proper conduct of the Event. If the Committee requires to schedule any City of Miami personnel. before or after normal event hours (four (4) hours prior to or two (2) hours after conclusion), the Committee shall pay additionally for the services of said personnel at the rates listed in Exhibit E. (e) Providing, at no cost to the Committee, adequate space adjacent to the Venue Site for a broadcast compound with utilities, fencing and security. Parking lot S2 will be the designated broadcast compound, subject to the approval of the City of Miami Fire Marshall; (f) Providing to the Committee drawings of the Venue Sites as required by ACOG, at no cost to the Committee. 2.2 Media Coverage. The City of Miami acknowledges that ACOG and IOC are exclusively responsible for providing television and radio broadcasting and other media coverage of the Competition and that nothing in this Agreement shall give the City of Miami any ;right or privilege with respect to media coverage of the Competition other than the provision of facilities as set forth herein. 2.3 Validity of Agreements. The City of Miami agrees not to enter into any agreement affecting'the Committee's use of the Venue Site or the rights of the Olympic Marks as provided herein. 2.4 Improvements or Temporary Facilities. The Committee shall be entitled to make and at its sole cost and expense, shall construct, install and remove any improvements' and temporary facilities required to comply with the Olympic requirements. The Committee must obtain the approval of the City of Miami for the construction of any Improvements and Temporary Facilities, other than those for which the City of Miami is responsible. Such approval will not be unreasonably withheld. 4 9r_ 258 3. SPECIFIC OLYMPIC VENUE OBLIGATIONS 3.1 Venue Site Requirements. (a) The Venue Site shall meet all Olympic Requirements established by ACOG and FIFA, and shall comply with all applicable laws, including, without limitation, the Americans with Disabilities Act. Without limiting the general coverage of the immediately preceding sentence, the Venue Site shall comply with the criteria set forth on Exhibit B hereto. .(b) The City of Miami and the Committee acknowledge that many. Olympic Requirements of ACOG, the IOC, the USOC, FIFA, corporate sponsors, broadcasters and others are either presently unknown or subject to change, but that accommodation by the City of Miami, and fulfillment by the Committee, of such requirements is of paramount importance in order to. accommodate the planning dynamics of the Competition. Accordingly, the City of Miami hereby agrees to accommodate reasonable changes to such requirements as specified by the `Committee and AGOG. 3.2 Access to the Venue Site. (a) Pre -Olympic Period. During the Pre -Olympic Period, the Committee, ACOG and its agents, officers, directors and contractors shall have full and complete access to necessary portions of the Venue Site to undertake construction or modifications required for television, broadcasting and other improvements. Reasonable access to all portions of the Venue Site shall be afforded the Committee, ACOG and its agents, officers, directors and contractors to perform surveys, install temporary facilities and perform other preparatory functions. The City of Miami acknowledges that a degree of inconvenience and disruption at the Venue Site is normal and expected during the construction period. Accordingly, the Committee and ACOG agree to plan and schedule venue construction activities so as to minimize, to the extent reasonably practicable, the adverse effect on other activities at the Venue Site. (b) Football Period. Subject to the provisions of this Agreement, during the Competition Period, the Committee, in consultation with and subject to the approval of ACOG, and such approval shall not be unreasonably withheld, shall have Exclusive Use and Operational Control of the Venue Site as set forth in Section 3.3. 3.3 Operation of Venue Site During the Competition Period. (a) Exclusive Use. During the Competition Period, the Committee, in consultation with and subject to the approval of ACOG, and such approval shall not be unreasonably withheld, and other provisions of the Agreement, shall: (1) maintain Operational Control over the operational systems within the Venue Site which are necessary to meet operational requirements, which shall include, without limitation; the provision of ticket takers, ushers and box office personnel; and An operating plan shall be developed.by the Committee, in cooperation and with the reasonable approval of the City of Miami, for the Venue Site which shall be subject to prior' approval: by ACOG If, the City of Miami does not respond with comments within ten (10) days of receipt of the plan, then the plan will be deemed approved by the City of Miami. The operating plan will set forth a comprehensive plan outlining the procedures, duties and responsibilities for the maintenance, groundskeeping and operation of the Venue Site during the Football Period and shall be consistent with ACOG's specifications. 95- 258 (b) Secu 't (1) Venue Security Plan. The Committee, in cooperation and with the reasonable approval of the City of Miami, and in consultation with and subject to the approval of AGOG, shall promulgate and implement a security plan (the "Venue Security Plan") for the Venue Site for the protection of athletes, officials, other members of the Olympic Family, visiting dignitaries and the general public. If the City of Miami does not respond with comments Within ten (10) days of receipt of the plan, then the plan will be deemed approved by the City of Miami. The .Venue Security Plan shall provide for statewide criminal history checks on ail staff, volunteers, contractors and vendors who will require accreditation and access to any Venue Site during the Protected Period. The Venue Security Plan shall set forth access control requirements and procedures for the Venue Site during the Security. Period. The Venue Security Plan shall not be amended or modified without the prior written approval of ACOG. (2) Security Period. During the Security Period, the Committee, in consultation with and subject to the reasonable approval of AGOG, shall exercise exclusive control of access and rights of entry to the Venue Site. All exercise of access control shall be in accordance with the Venue Security Plan.The City of Miami, the Committee and ACOG hereby agree that the final approval for access to the Venue Site is and shall be with ACOG. (3) Security Inspections. From November 15, 1995 until the commencement of the Security Period, the City of Miami shall provide the Committee and ACOG with, access to the Venue Site necessary to conduct security inspections and sweeps within the Venue Site, in accordance with the Venue Security Plan; provided, however, that such inspections and sweeps shall not unreasonably disrupt normal activity at the Venue Site. (4) City of Miami and Committee Cooperation. The City of Miami will cooperate with the Committee and ACOG in reaching agreements with law enforcement agencies with regard to the Venue Site security and operational requirements for those street closures, traffic diversions and crowd control measures upon which the City of Miami, the Committee and ACOG mutually agree. (c) Parking. The Committee shall be entitled to use 1,000 complimentary spaces, including the spaces set aside for the broadcast compound, per game within the Venue Site during the Competition Period. Further the Committee will assume responsibility for staffing and security of the parking lots. The Committee shall have the right the purchase all remaining spaces, less an amount to be agreed upon for City use at the rate of $10.00 per space. All revenues generated from the resale of the parking lots will belong solely to the Committee. All parking revenues, except as.specificaily provided for above, shall belong to the City of Miami. (d) Accreditation. The Committee, in cooperation with the authority of AGOG, will be responsible for issuing' credential for personnel associated with the operation of the Venue Site. The City of Miami will submit a list of all essential personnel for background checks and if necessary, drug testing. If a City of Miami employees fails the background check, ` the,City will reassign the employee in question to a position outside the Venue Site during the Protected Period. The Committee reserves the right to deny credentials to anyone who does not meet the Olympic criteria, which is as follows; persons with a felony conviction within the last 10 years, a misdemeanor conviction withinthe last 5 years, or any conviction for: homicide; crimes against persons, sexual. offenses, robbery, arson, assault/battery, distribution of a controlled. substance. The parties hereto acknowledge that ACOG is solely responsible for credentialing Olympic Family members. (e)' Food and Beverane Concessions. The Committee acknowledges that the City of Miami has full rights to all food and beverage concessions at the Venue Site. The City of Miami agrees that the Committee will be allowed to provide its own caterer, with all corkage fees waived, for all of its hospitality needs at the Venue Site, including but not limited 6 95- 258 i to, press box areas, corporate tent village, media facilities, volunteer and staff meals and broadcast Compound. The City of Miami agrees that it will make its best efforts to use the products of ACOG sponsors or licensees, provided they provide the City with a competitive bid for services, The parties hereto acknowledge that they will use their best efforts to avoid ambus marketing of Olympic sponsors. The City of Miami agrees to display generic product signage within the concession stands Inside the Venue Site. No name brands or packaging will be displayed. Packaging and signage used in concession areas will be subject to ACOG approval and will not be unreasonably withheld. The City of Miami agrees that it will establish a reasonable pricing policy for food and beverages sold during the Competition and will provide the Committee with a price list prior to the event. A beer vending policy will be established in conjunction with ACOG's approval and will not be unreasonably withheld. The Committee acknowledges that the Current food and beverage concessionaire for the City is Volume Services: (f) Novelty and Merchandise Concessions. The Committee has the rights to all novelty and merchandise and program sales concessions at the Venue Site during the Protected Period. The Committee shall grant licenses or concessions for the sale of novelties and merchandise, which products shall be subject to ACOG's prior approval and shall consist of products of ACOG's corporate sponsors and suppliers to the extent required by ACOG. All products sold at the Venue Site shall be subject to the approval of ACOG and, to the extent required by ACOG, shall consist of products licensed by ACOG or ACOP. The City will provide to the Committee a reasonable number of merchandise stand locations at the Venue Site to provide for maximum exposure. The Committee will ensure that vending locations comply with ADA standards. The Committee will provide all necessary law enforcement personnel to ensure the protection of all officially licensed products and to limit the possibility of counterfeit merchandise being sold within the licensedpremises. All merchandise concession stands will meet the "Look of the Games" standards established by ACOG. 34 Maintenance and Repair. (a) Maintenance Plan. The.Committee and the City of Miami, subject to i ACOG's approval, shall be responsible for developing a maintenance plan, which shall be consistent with the Venue Security Plan. The maintenance plan shall set forth a comprehensive plan outlining the procedures, duties and responsibilities for the maintenance and groundskeeping of the Venue Site during the Competition Period. (b) Temporary improvements. The Committee shall, at its sole cost and expense, repair, maintain, and after the Games, remove all Improvements and/or Temporary ! Facilities constructed or installed by ACOG and/or the Committee within the Venue Site. 3.5 Installation and Removal of Olympic Look. The Committee shall be responsible for(i) erecting and installing Olympic Look decorative materials, logos, and emblems, signs and othe.r identification of thematic material on or about the Venue Site and upon existing structures and improvements at the Venue Site, such as rest rooms, concourses, entryways and any other areas agreed to by the Committee and ACOG, and (ii) entering the Venue Site after the �'- 2.58 r Competition Pedod to remove such signs and Identification material. The Committee shall repair and replace at its sole cost and expense any damage to the Venue Site caused by such signs and identification material. The parties hereto acknowledge that all Olympic Look decorative materials are the.sole and exclusive property of the Committee and shall remain so upon termination of this Agreement. The parties further acknowledge that the consent of the University of Miami Is required connection with signage and advertisements and agree that such consent shall be obtained by the Committee. 4. ADDITIONAL AGREEMENTS OF THE CITY OF MIAMI in addition to any other covenants and agreements of the City of Miami set forth herein, the City of Miami hereby agrees with the Committee as follows: 4.1 The City of Miami shall ensure that the Venue Site is and remains in compliance with all applicable laws, with respect to the use and operation of the Venue Site for its intended functional purpose. 4.2 The City of Miami shall ensure that the Venue Site is free of all commercial advertising and in compliance with the Clean Venue requirements of the IOC; provided, however, permanently installed advertising may be covered or otherwise obscured from sight in a manner reasonably acceptable to ACOG, The parties hereto acknowledge and agree the that City's "Welcome" sign will not be covered by any Olympic Look materials. The costs of covering advertising in the stadium will be borne by the Committee. The Committee acknowledges that the commercial advertising rights to the stadium belong to the University of Miami and the Committee shall be responsible for obtaining the cooperation and written consent of the University of Miami in covering all commercial signage within the stadium. A copy of the agreement with the University of Miami is attached as Exhibit G. 4.3 The City of Miami shall refrain from allowing or causing the alteration or modification of the Venue Site in a manner inconsistent with (1) Olympic requirements and adaptations or (ii) the operation of the Venue Site in connection with the Competition. 4.4 The City of Miami represents and warrants that the Venue Site and its fixtures and furnishings will be. as of the date of delivery to the Committee for installation or construction of.Improvements and Temporary Facilities, clean, in good order and repair, and reasonably fit for the purpose for which they are to be used, in safe condition for the use intended, and will be free of defects which would prevent or impede the proper conduct of the Competition. The representations set forth herein do not include any Improvements or Temporary Facilities constructed or installed by or at the direction of the Committee to comply with Olympic Requirements_ 4.5 The City of Miami agrees that all construction work scheduled to begin I mediatelyafter January 1, 1996`vHll be completed by the Security Period which begins June 22, 1996. 5. GENERAL OBLIGATIONS OF THE COMMITTEE 5.1 The Committee shall ensure compliance with all necessary union requirements (if applicable) in connection with the personnel and servicesengaged by the Committee for presentation of the Competition. The City of Miami shall inform the Committee of the terms of any trade or employee union agreement, written or oral, affecting all relevant personnel or services used in connection with the Competition and shall assist the Committee in complying with such agreements. 5.2 The Committee shall provide a diagram of the proposed Venue Site layout to the office of Fire Prevention, 275 NW 2 Street, Miami, FL and obtain fire permits required by the 8 95_ 258 ;� $1�y��,Mo �ti. r ,3,F�i��r. 8. TERM AND TERMINATION 8.1 Term. Unless sooner terminated as herein provided, this Agreement shali remain in effect the date hereof until August 31, 1996 (the "Expiration Date"). Specifically, the Committee will have exclusive use of the Venue Site for the period of June 22 through August 4, 1996 and fora pre -Olympic test event (if the Committee so elects) in 1995 or early 1996;`as agreed by the parties. The Committee will have access to the Venue Site beginning June 1, 1996 to begin -installation of Improvements and Temporary Facilities. The City of Miami agrees not to schedule_any event that will involve the use and affect the condition of the field in the Venue Site betweenthe period of June 1 - June 22, 1996. The above hours, of use, including set up and dismantle times, shall be referred to as the "Use Period". 8.2 Use Fee. The City of Miami agrees that the Use Fee will be waived. 8.3 Termination: This Agreement may be terminated at anytime prior to the Expiration Date upon the following terms and conditions: .(a) By the Committee, subject to prior written approval of ACOG, which will not be unduly withheld, with no further obligation to the Committee, if: (1) The terms, covenants or conditions of this Agreement to be complied with or performed by the City of Miami shall not have been complied with or performed in any material respect, which non-compliance or non-performance shall not have been cured or remedied within sixty (60) days, but in no event later than 30 days prior to the Protected Period, after written notice specifying such non-compliance or non-performance, (a "Notice of Default") shall have been delivered to the City of Miami by the Committee; or (2) The City of Miami becomes bankrupt or insolvent or enters into any arrangement or composition with its creditors or any of them has a receiver appointed; or (3) The City of Miami uses any Olympic related mark other than in accordance with this Agreement or takes any action to the detriment of the rights and interests of the Committee, the IOC, ACOG, ACOP or the USOC in the Olympic related marks and such use or action is not remedied as soon as possible but in any event no later than thirty (30) days after receipt of written notice, but in no event later than 30 days prior to the Protected Period, of such misuse or such use or action recurs after being remedied; or (4) The City of Miami engages in conduct that reflects unfavorably upon the good.name, good will, reputation or image of the Committee, AGOG, ACOP,the USOC, the I OC, the Games, the Competition, the Olympic movement or the Olympic marks that in any material.way is inconsistent with the Olympic Charter and such conduct is not remedied as soon as possible but in any event no later than thirty (30) days after receipt of written notice or such conduct recurs after being remedied. (5) In the event.the Committee's rights to hold the games is revoked or otherwiseterminated by ACOG, termination pursuant to Section 8.3 (a)(5) shall not require prior written approval of ACOG: (b) By the City of Miami, if the Committee fails to observe or perform any of its material obligations hereunder and, after, receiving written notice of such failure, does not remedy such failure within ninety (90) days after being called upon to do so. 8:4 Termination hereunder shall be without prejudice to any existing rights or claims that the terminating party may have against the other. 10 95- 258 8.5 Upon the expiration or earlier termination of this Agreement for any reason whatsoever, all of the City of Miami's rights hereunder shall forthwith terminate and automatically revert to the Committee and the City of. Miami shall forthwith discontinue all uses of its rights hereunder and 'shall not refer to them in any way whatsoever. 9. LIABILITY/INSURANCE 9.1 The Committee shall procure and maintain at its sole cost and expense, at all times during the term hereof, insurance coverage, limits and endorsements as specified in Exhibit D hereof, or such additional coverage as may required by the City of Miami's Risk Management Division. All insurance policies shall name the City of Miami as additional insured and shall, provide at least fifteen (15) days prior written notice to the City of Miami of termination or cancellation thereof. The Committee shall deliver to the City all required insurancepolicies as a precondition to having access to the Venue Site. 9.2 City of Miami indemnity.' The City of Miami, subject to the provisions and limitations of Section 768.28, Florida Statutes, hereby indemnifies and holds harmless the Committee and/or the Committee Indemnities from and against all claims, losses or damages, including reasonable attorneys fees, expenses or other costs incurred in connection with, or as a result of, the City of Miami's, its agents and assigns negligent performance or non-performance of this Agreement. 9.3. Committee Indemnity. The Committee hereby holds harmless the City of Miami - Indemnities from and against all claims, losses or damages, including reasonable attorneys' fees, expenses or other costs incurred in connection with, or as a result of, the Committee's . negligent performance of this Agreement, including, without limiting the generality of the foregoing, the construction, installation or removal of the Improvements and/or Temporary Facilities. 9.4 The City of Miami acknowledges that neither the Committee Indemnities other than the Committee nor any director, officer, employee, agent or volunteer of the foregoing entities or of the Committee (hereinafter, and "Unrelated Party") shall incur any financial responsibility or liability in connection with this Agreement. Without limiting the foregoing, for purposes of any obligation owing to the City of Miami in connection with this Agreement, the Committee shall not be deemed to be a partner, joint venture or agent of any Unrelated Party. The Cityof Miami acknowledges that none of the Committee Indemnities is a party,to this "Agreement or,has any obligations hereunder, and that the Committee is not acting as an agent or partner for any;such entities in any involving this Agreement. The City of Miami for itself and its heirs, legatees, administrators, executors, successors, agents.and assigns, agrees and covenants to refrain from bringing or causing to be brought any claims, demands, actions, suits or other proceedings, whether at law or in equity, or whether before a court; arbitration panel, agency board or other body, against the Committee Indemnities, or any director, officer, employee, agent or volunteer of the Committee for the foregoing entities, individually or in any combination thereof, on account of any and all rights, demands, damages, claims, actions, - causes of action, duties or breaches of duty(collectively, "causes of action"), known or unknown, existing, pending, accrued, which the City of Miami has, claims to have, or may have to the extent of any such cause of action arises from this Agreement. 10 CONFIDENTIAL INFORMATION 10.1 Defined. For the purposes of this Agreement, "confidential information" shall have the following meaning: 11 96 258 (a) "confidential Information" shall mean information Including, without limitation, technical or non -technical data, a formula, a pattern, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which (1) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii);is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and (b) "confidential information" shall also mean information of the Committee's activities that is communicated to the City of Miami as being "confidential" and not available to the publioand that, if disclosed to a person other than a member of the City of Miami's board of commissioners or an officer or employee of the City of Miami, would provide such person with an advantage over the Committee or others in a transaction with the Committee or could otherwise be used to the detriment of the Committee. 10.2 Confidentiality Covenant. In the performance of the City of Miami's obligations under this Agreement, the City of Miami represents, covenants and agrees that, from the date hereof through December 31, 1996, and to the extent permitted by law, the City of Miami will keep confidential all confidential information of the Committee, and will not disclose or otherwise use confidential information acquired by virtue of the City of Miami's position or engagement by the Committee to persons not directly affiliated with the Committee or for any person's private gain. The City of Miami further agrees to execute such confidentiality agreements as are or might become a part of ACOG's requirements for its officials, employees or contractors. 10.3 Disclosure Under Legal Compulsion. If the City of Miami receives a legal request to disclose confidential information, the City of Miami will immediately notify the Chief Executive Officer of the Committee, In the event the City of Miami becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation or demand or similar process or by law) to disclose any confidential information, the City of Miami shall provide the Committee with prompt written notice of such requirements so that the Committee may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such a protective order or other remedy is not obtained or the Committee waives compliance with the provisions of this Agreement, the City of Miami agrees to fumish only that portion of the confidential information the City of Miami is legally required to famish and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the confidential information provided. 117 CONFLICTS OF INTEREST 11.1 'Conflicts. The City of Miami shall not permit any person to acquire an interest in the,City of Miami or the transactions contemplated by this Agreement in such a manner as would create or otherwise constitute a conflict of interest as set forth in the Committee's policy concerningconflicts of interest, as may be amended from time to time. 11.2 Acknowledgment of Material Term. The City of Miami acknowledges that a material factor in its selection by the Committee, and a material portion of the consideration flowing to the Committee pursuant to this Agreement, is the nonexistence of conflicts of interest regarding the City of Miami Any false representation or breach of agreement concerning conflicts of interest shall be a material breach of this Agreement. 11.3 Conflict of Interest. The Committee covenants that no person under its employ i. who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with the City of Miami. The Committee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be. utilized in respect to services provided hereto. Any such conflict of interest(s) 12 96— 258 on the part of the Committee, its employees or associated person, or entities must be disclosed in writing to the City of Miami. The Committee is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11.1) and the: State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws -and any future amendments thereto, 12: DISPUTE RESOLUTION 12.1 Remediation and Arbitration. The parties agree that any dispute arising in connection with the interpretation of this Agreement or the performance of any party under this Agreement or otherWse relating to this Agreement, except as set forth In this Section, prior to the resort by any party to arbitration or litigation in connection with such dispute shall be referred for - resolution first to the. Committee's chief executive officer and the city manager of the City of Miami. Such procedure shall be invoked by either the City of Miami or the Committee presenting to the other a "Notice of Request for Resolution of Dispute" (a "Notice") identifying the issues in dispute sought to be addressed hereunder. A telephone conference of these executives will be held within five (5) days after the delivery of the Notice. In the event that the telephone conference between these executives does not resolve the dispute, the dispute shall be referred to binding arbitration in Miami, Florida, in accordance with the rules of the American Arbitration Association by a panel of three arbitrators. Each of the parties shall name one arbitrator. The third arbitrator shall be appointed by ACOG, shall not be a resident of Miami, and shall serve as chairman of the arbitration panel. The arbitration shall be binding, final, not appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court of tribunal. 13. PUBLICITY, OLYMPIC MARKS AND COPYRIGHTS 13.1 Publicity. Except as otherwise permitted by law, the City of Miami will not make any release to the news media or the general public or publish any other publication or writing concerning this Agreement or the relationship between the parties without the prior express written approval of the Committee or of ACOG. 13.2 NO PROPRIETARY RIGHTS. EXCEPT AS OTHERWISE AGREED TO BY ACOG AND THE COMMITTEE IN WRITING, THE CITY HAS NO RIGHTS TO USE ANY OLYMPIC-RELATED MARK, EMBLEM, DESIGNATION, THEME, LOGO OR MASCOT OR ANY DESIGNATION THAT IMPLIES A SPONSOR, SUPPLIER OR OTHER RELATIONSHIP WITH ACOG, THE USOC, THE IOC, THE U.S. OLYMPIC TEAM OR OTHERWISE WITH THE 1996 SUMMER OLYMPIC GAMES. EXCEPT AS OTHERWISE AGREED TO BY ACOG IN WRITING, EXCEPT AS REQUIRED BY LAW, THE CITY OF MIAMI SHALL NOT PUBLICIZE, ADVERTISE OR PROMOTE THE CITY OF MIAMI'S (OR ANY AFFILIATES') PARTICIPATION IN ;THE STAGING OF THE COMPETITION OR ITS AFFILIATION WITH ACOG OR THE 1996 SUMMER OLYMPIC GAMES PURSUANT TO THIS AGREEMENT IN ANY WAY, INCLUDING, WITHOUT LIMITATION, VERBAL REPRESENTATIONS, NOTICES IN THE MEDIA OR TRADE PRESS OR BY THE USE OF OTHER PROMOTIONAL OR ADVERTISING MATERIALS. 14. MISCELLANEOUS PROVISIONS 14.1 Olvmgic Charter. All terms and provisions of this Agreement shall be subject to the; Olympic. Charter (including bylaws) as reflected in the 1990 English language printed edition, and in any matter or dispute the provisions of the Olympic Charter shall take precedence unless contrary to law. The terms of this Agreement shall not be affected by any amendment to the Olympic Charter after the date of this Agreement unless by mutual agreement of the Committee 13 9S_ 258 1 and the City of Miami. The City of Miami hereby acknowledges receipt of a copy of the Olympic i Charter and agrees to abide by any and all requirements thereof that are applicable to the City of Miami. 14.21 Asslanability. This Agreement shall be binding upon and shall. inure to the benefit of the parties to this Agreement and their respective successors and assigns, provided that this Agreement shall not be assignable, either directly, Indirectly, by operation of law or otherwise,by any; party with the, prior written consent of the other party to this Agreement and ACOG. ACOG is an intended third party beneficiary to this Agreement and as such, is entitled to full and separate rights to enforce the terms of this Agreement Wthout.the consent of the City of Miami. In the event the Committee's rights to the Games is revoked or otherwise terminated by ACOG, but the event is still held at the Venue Site, then the Committee's obligations hereunder shall cease. 14.3 Non-discrimination. The City of Miami and the Committee shall not discriminate as to race,` sex, color, religion, age, handicap, national origin or marital status in connection with its performance and/or any operation under this Agreement. 14.4 Waiver. Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing. Failure by either party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive such party of the right - thereafter to insist upon strict adherence to that term or any other term of this Agreement. 14.5 Severability. The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, all of said provisions being inserted conditionally on their being considered legally valid and in compliance with the Olympic Charter, and this Agreement shall be construed and performed in all respects as if such invalid or unenforceable provisions were omitted insofar as the primary purpose of this Agreement is not frustrated. 14.6 Entire Agreement. This Agreement contains the entire understanding between the parties relating to the subject matter herein contained and supersedes all prior oral and written understandings, arrangements and agreements, between the parties relating thereto. Any amendment to this Agreement must be in writing, signed by both parties and submitted to ACOG for its prior approval. All Appendices shall be part of this Agreement. 14.7 Cancellation Or Interruption Of The Games. In the event that for any reason the Games are not held, or Football shall be removed as a Games event, neither the City of Miami or the Committee shalf.be obligated to perform further pursuant to this Agreement and the licenses and rights granted hereunder shall terminate with effect from the date on which the IOC i officially announces that the Games will not be held or that Football has been removed. 14.8 Audit Rights., Through the term hereof and for a period of three (3) years thereafter, the City of; Miami shall have the right to audit the records of the Committee pertaining to.this Agreement. 14.9 Compliance with Federal, State and Local Laws. Both the City of Miami and the Committee shall comply with all applicable laws, ordinances and codes of Federal, State and Local governments. 14,10 Award of Agreement. The Committee warrants that it has not employed or retained any person employed by the City of Miami to solicit or secure this Agreement and that it has not offered to pay, paid or agreed to pay any person employed by the City of Miami any fee, T F 14 96 25,8 a � E, It ', i ?, � , . 16 1 W3 Wl � El Da o.. FI-FT-1-1 N.W, 5 TH -zmr N.W. 4 TH STREET" -o o WIA 3-n El 'ILeif]fl[l A" M m m H.W. 4 TH STREET E4 rol [C-P FOI S2 PRESS si H.W. 3 RD STREET N.W. 3 RO STREET -m Fm- I iEllf nir7=m rfml� 4�-M) i. MINIMUM INSURANCE AEOUIREMENTS: Without limiting any other obligation or liability under this Agreennent. tha Organization shall procure and maintain, at its own cost, at minimum, 1he follow►ng inSur�nt;e rovers es, limits and endorsemtants, cir valld self-insurance as approved by ACOG: TYPE OR, INSURANCE REQUIRED COVERAGE ENDORSEMENTS X) INSURING LIMITS A taneraf Liability x premises operations !986 (or later) ISO CC�L x produCls and completed operations: _� contractual liability . Comfrr»d 8ingLimit Per Occurrence i ) oima broad form property damage Soddy injury b ! x personal injury arcs aovenising liabaliry Property Usmogs _X_ manefaeturcrs, vendors liability, as applicable x independent contractors, as applicable Owned Aircraft Liability: X_ owned or non -owned aircraft liability, including passengers, as applicable If aircraft is used S 3 00 .Of)0 underground, expiosion and collapse X,C,U') as applicable for Cembin@d 51n gle Limit projects i-volving underground construction Per Occurrence .-X- Post liquor or liquor liability, as applicable Bodily Injury �l Property ' Damage W. Automobile amiability X ail owned vehicles (private pas36nger or commercial) $ 1.000 000 X hired or leased vehicles Combined Single Limit —I— nor,.ovmed, borrowed and permissive uses Per Occurrence ._X,._ personal automobile liability, as applicable (any auto used to perform Bodily Injury A services under this r ent) ProDeny Dama gg C Workers' CompensarDm and -„ Ail states, woridwcde. foreign worker voluntary compensation coverage Statutory Limits a Employers Liability (as endorsements, as applicable applicable to Companies X Long Shoreman's $ Harbor Workers, and Jones Act Coverage Employers' Liability will) employees) Provisions, aft applicable when dock and manna exposures (mannms) are Resented $ t rg0_obo Each Accident D Excess Liability _X_ Excess of underlying liability coverage S 7 mo om - Each Occurrence ` ® ADDITIONAL INSURED ENDORSEMENT The policy or policies providing insurance ao required above, with the exception of consultants professions! Gelid . personal automobile MbiAy. workers' compensation and employer's liability, shall defend and umcwda the Atlanta Committee for the Olympic Gaines, Atlanta Cemenniai Olrlmpic Properties United States 01ympfe Committee. Metropolitan Atlanta Games Authority; the tinily of Atlanta: and the international Olympic Committee, itetr directors. officers, representatives, agents, .and employees as ,Addrtlami iraurod'a re cts work perlwmed purstiant to or incidelnIal to this fteement. ® DURATION OF COVERAGE: All required insurarts, coverr,lifes shall be maimsined during the entire term of the Agreement and for a minimum of _I_ morrNs) or _Jyg_ rears) thereafter. Fj=83a: Coverages written on a claims•made basis shall be maintained during the entire term pf to Agreement and further unel NA months) or L_ year(9) following termktasort and acceptance of all work under the Acreement, with fie!Streactive gale of said in-ryrance goncurentco me •ement of activitWs purwant to NS Agreement." ®. NO REDUCTION OR LiMITOF OBLIGATION:: Aursuantto the provisions of this Agreement, insurance effected orprocured byOrgarization ' :shall not reduce or lln+lt Crganizatlon'-i contractual obligation to indemnity and defend fie Indemrified Parties for claims made or suits brought which result in or are in connection the performance of this Aqfeem&mL ® aE.PLENISHMENT OF LIMITSIPLACEMENT OF COVERAGE: At Organization's expense, all limits must be replenished immediately upon ` i"insurers recuctaon .dua w clalme. Failure to plⅇ renew or replenish insurance limits and coverages required above may result in • imncallation M'd1a ftlEnment. ._ '®- CERTIFICATE OF INSURANCE;, @afore commencing operations pursuant to this agreement, Organization shall provide a cerWata of !nsurarre completed by its insurance cam3r, agent or broker certih/ing that at least the minimum insurance coverages required above are in affect, incluofng.copies of all etsplrcabla endorsements, and specifying whether title liability coverages are written on an occurrence torn or a claims -made form, and that Line coverages MI rat ba canceled or materially changed vAthoui thirty (30) days advancie written notice to• ATLANTA COMMITTEE FOR THE OLYMPIC GAMES, RISK MANAGEMENT DEPARTMENT P.O. BOX 10a8 ._ ,ATLANTA, GA 30301.1996 EXHIBIT E CITY EMPLOYEE RATES FOR PROMOTER PAID EVENTS Stadium Assistants $12/hr Office Attendants $10/hr Groundstenders _ $12/hr Electricians $25/hr Plumbers $25/hr Sound Technicians $25/hr Nurses/Doctors $90/shift/4 hr shifts Event Coordinator $10/hr Press Box Attendant $ 7/hr Restroom Attendants $ 7/hr (cleanup contract) Restroom Supervisor $9.21/hr (cleanup contract) Scoreboard Operator $25/shift/4 hr shift Message Line Operator $100/day Police: Officers $21/hr Sergeant $25/hr Lieutenant $29/hr 21 96_ 258 i i EXHIBIT E (cont nuedl CLEANUP RATES - BID 93-94-041 ORANGE BOWL STADIUM RATES 'COMPANY; SOUTH FLORIDA MAINTENANCE 6700 SW 21 STREET, MIAMI, FL 33165 (3Q5) 266-9616 Attendance Rates Amount Hourly Rates Amount 1,500 to 2,499 $ 621 Supervisor $ 9.21 2,500 to 4,999 $ 821 Foreman $ 8.21 5,000 to 7,999 $ 1,121 Laborers $ 6.90 6,000 to 14,999 $ 1,821 15,000 to 21,999 $ 2,421 22,000 to 29,999 $ 3,321 30,000 to 39,999 $ 4,921 40,000 to 49,999 $ 5,021 50,000 to 59,999 $ 5,121 60,000 jo 69.,999 $ 5,321 70,000 to 71,999 $ 5,421 72,000 40 74;999 $ 5,621 75,000 to 80,000 $ 5,821 22 95- 258