HomeMy WebLinkAboutR-93-05193
J-93-621
8/26/93 7
RESOLUTION NO.
A RESOLUTION, WITH ATTACHMENT, ESTABLISHING
SPECIAL CHARGES, TERMS AND CONDITIONS FOR THE
USE OF THE ORANGE BOWL STADIUM BY TOPNOTCH
ENTERTAINMENT CORPORATION ("TOPNOTCH") FOR
THE PRESENTATION OF UP TO TWO (2) CONCERTS AT
SAID FACILITY ON JANUARY 27 AND 28, 1995;
FURTHER GRANTING TOPNOTCH FIRST OPTION TO
SCHEDULE SIMILAR CONCERTS AT SAID FACILITY
FOR THE NEXT TWO (2) SUPER BOWLS TAKING PLACE
IN DADE, BROWARD, PALM BEACH, OR MONROE
COUNTIES SUBJECT TO TERMS AND CONDITIONS OF
THE ATTACHED AGREEMENT; AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE
CITY OF MIAMI AND TOPNOTCH FOR THIS PURPOSE,
SUBJECT TO THE ORGANIZERS OBTAINING INSURANCE
PRESCRIBED BY THE CITY MANAGER OR HIS
DESIGNEE.
WHEREAS, the Department of Conferences, Conventions, and
Public Facilities is responsible for the operation of the Orange
Bowl Stadium and seeks to secure the presentation of various
events at said facility; and
WHEREAS, the Director of the Department of Conferences,
Conventions and Public Facilities and the City Manager have
determined that modifications to the standard use charges, terms
and conditions as specified in the City Code are appropriate for
said events and recommend approval of same; and
AI V PucE�'T""nE" T(S)
CON ,A INk—D
CITY C01001ISSION
MEETING OF,
cFP 0 7 ")3
Resolution No.
I
WHEREAS, Topnotch has offered to present a concert featuring
i famous recording artists at the Orange bowl Stadium for the
scheduled dates of January 27 and 28, 1995, with an option to
schedule similar concerts at the said facility for the next two
(2) Super Bowls taking place in Dade, Broward, Palm Beach, or
Monroe Counties; and
WHEREAS, said user has agreed to pay a use fee of $20,000
for one concert or $40,000 for two concerts, and all applicable
surcharges, and will cover all stadium personnel and operating
expenses for each event; and
WHEREAS, the Department of Conferences, Conventions and
Public Facilities has prepared an agreement for the City
Manager's signature which delineates the various charges, terms
4 and conditions for said use; and
WHEREAS, the modified charges, terms and conditions of the
proposed use will not have adverse affect on the revenues of said
facility but will assist in securing significant additional
I
j
revenues to the City in the form of added stadium use fees,
surcharge and concession revenue; and
WHEREAS, Section 53-131(C)(7) of the Code of the City of
G Miami, Florida, as amended, provides that the City Commission has
f
the right to establish and fix special charges or special terms
and conditions for the use of said stadium;
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
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93- 519
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The special charges, terms and conditions as
set forth in the attached agreement for use of the Orange Bowl
Stadium by Topnotch Entertainment Corporation are hereby
established for said user's presentation of up to two (2)
concerts at said facility on January 27 and 28, 1955.
Section 3. Further granting Topnotch first option to
schedule similar concerts at said facility for the next (2) Super
Bowls taking place in Dade, Broward, Palm Beach or Monroe
Counties, subject to the terms and conditions of the attached
agreement.
Section 4. The City Manager is hereby authorized to
execute an agreement, in substantially the attached form, between
the City of Miami and Topnotch for said purpose, subject to the
organizers obtaining insurance to protect the City in an amount
as prescribed by the City Manager or his designee.
Section 5. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 7th day of S tember 1993.
i
XAVIER L. SUARE MAYOR
ATT
i
MATTY HIRAI
CITY CLERK
VMANGE BOWL STADIUM
USE AGREEMENT
BETWEEN THE CITY OF MIAMI, FLORIDA
AND TOPNOTCH ENTERTAINMENT CORPORATION
THIS AGREEMENT made and entered into this day of
1993, by and between the CITY OF MIAMI, a municipal
corporation of the State of Florida, hereinafter referred to as
the "CITY" and TOPNOTCH ENTERTAINMENT CORPORATION, a Florida
corporation, with its principal office located at P.O. Box 1515,
Sanibel Island, Florida 33957-1515, telephone number (813) 982-
1515 and (518) 489-3276, hereinafter referred to as the "USER".
R E C I T A L:
In consideration of the covenants and agreements hereinafter
set forth, the CITY does hereby grant unto the USER the privilege
of entry upon or into the municipal facility of the CITY known as
the Orange Bowl Stadium, hereinafter referred to as the
"FACILITY", the said FACILITY to be entered upon or into for the
purpose of presenting, at USER's option, one or two concerts on
January 27 and 28, 1995. The period from 8:00 am on January 20,
1995 through midnight on February 1, 1995, hereinafter shall be
known as the "Use Period". The CITY agrees not to schedule any
other events including, but not limited to, groups or individuals
touring the Premises (as hereinafter defined) during the Use
Period. Additionally, USER shall have the first option to
schedule similar concerts at the FACILITY for the next two (2)
Super Bowls that take place in *Dade County. For any option
period, the USER agrees to pay the CITY for the use of said *(or
in the South Florida area of Dade, Broward, Palm or Monroe
Counties) FACILITY a use fee which shall not exceed whatever
93- V5 19
standard rate schedule for use may be adopted by City Ordinance
periodically during the terms of the Agreement provided. It is
understood and agreed by the parties hereto that the use fee
established for the USER shall not exceed the use fees for all
other users of said FACILITY presenting events of the same or
similar type during the period for which anv particular rate
scheduled is adopted. The exercise of any option shall be
contingent upon the USER's not being in default of any acts
required of the USER during the preceding term and upon the
payment of another non-refundable deposit which shall be at least
fifty percent (50%) of the applicable USE FEE.
PREMISES
1. The Stadium and field known as the "Orange Bowl
Stadium" (the "Stadium"), including access tunnels,
locker rooms, restrooms, public address system, the
scoreboard, ticket booths, 4th and 6th Level Press
Boxes, a function area described in Section 16 below,
adjacent parking facilities, one secured room for
merchandising, such additional open space that may be
used by USER for an administrative trailer, and such
other facilities of the STADIUM as authorized by the
Director of Conferences, Conventions and Public
Facilities, shall be herein referred to as the
"Premises;" provided,-t.hat for purposes hereof, the
Premises shall not include the Third and Fifth Levels
of the Press Box, which are reserved for the CITY for
Stadium operations.
2. USER shall be entitled, at no additional cost, to the
use of at least two locker rooms with their customary
shower facilities on a 24-hour basis throughout the Use
Period. USER must provide and pay for security.
USER HEREBY COVENANTS AND AGREES:
3. To pay the City of Miami for the use of said facility:
Twenty Thousand Dollars ($20,000.00) flat use fee for
one concert and another Twenty thousand Dollars
($20,000.00) for another concert date, plus 6.5% State
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of Florida use tax. A Ten thousand Dollar ($10,000.00)
non-refundable deposit is required and shall apply
against the said use fee. This Ten Thousand Dollar
deposit must be received by the Orange Bowl Stadium
Manager's office upon execution of this agreement by
the second party and submittal to City. The balance of
the use fee plus the 6.5% S':-.ate of Florida use tax on
the total use fee will be paid at the close of the
event.
4. Based upon an 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 on the admission price as
follows:
Price of Admission Surcharge
$1.00 to $5.00 $0.50
$5.01 to $15.00 $0.75
$15.01 and Over $1.00
Each printed ticket shall be itemized to show the
admission price, applicable taxes, any service charge
from outside ticket agencies, and the City's ticket
surcharge. All admission tickets must be printed by a
bonded printer and listed on a ticket manifest. The
manifest shall be presented to the Assistant. Director,
and USER will prepare a complete box office statement
of all admission tickets sold or distributed as
complimentary tickets. USER shall record collection of
the surcharge and shall list such revenue as a separate
item in the statement of accounts for the event.
Ticket surcharge revenue shall be paid to the CITY upon
demand, and/or as soon as possible after the conclusion
of the event, in accordance with City Code provisions
and the terms of this Agreement.
5. To pay the CITY, on an actual cost basis, for expenses
incurred by the CITY for Police, Fire, field lights,
cleanup, wrist bands, materials and event staffing
services requested by USER. Such payment shall be made
immediately upon the conclusion of each event and no
later than 24 hours thereafter. Payments which cannot
be determined until a later time shall be paid within
ten (10) days of the date an invoice is submitted to
USER.
6. To pay the City of Miami the cost of any repair,
rehabilitation, or restoration of the field, subject to
the limitations in Section 27 below.
7. All advanced sums shall be forfeited if, through the
fault of USER and within one week prior to the Concert,
the Concert is cancelled, except as provided in
Section 37 below.
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8. The CITY reserves the right to remove from the STADIUM
all USER effects remaining in or on the grounds of the
facility after the end of the Use Period and to charge
a reasonable removal and storage fee to USER, or, if
such effects prevent the further use of the STADIUM, to
charge storage at the expense of the USED. at a rate of
Five ThoLisand Dollars ($5,000.00) for each day or part
of a day that said effects remain in or on the grounds
of the STADIUM after the end of the Use Period.
9. To provide a diagram of Lhe proposed EVENT layout to
the Office of Fire Prevention, 275 N.W. 2nd Street,
Miami, F1, and obtain fire permits required by the Code
of the CITY of Miami, relative to fire safety. Fire
Department manpower requirements for each EVENT shall
be as stipulated by the Fire Marshal and approved by
the DIRECTOR or designee. The USER shall be
responsible for the payment; of Fire Department
services.
10. Any matters not herein expressly provided for shall be
at the discretion of the City Manager or his designated
representative, the Director of Conferences,
Conventions and Public Facilities.
11. USER shall indemnify and save harmless forever the
CITY, and all the CITY's agents, officers, and
employees, including all police officers and staffing
as specified in Sections 15 and 25 of this Agreement,
from all charges or claims resulting in any personal
injury, loss of .life, or damage to property, from any
negligent act, or omission or neglect, by itself, its
employees, agents, guests or invitees unless caused by
the negligent act or omission of. CITY or its employees;
the USER shall become defendant in every suit brought
for any of such causes of action against the CITY or
the CITY's officials, agents and employees; the USER
shall further indemnify CITY as to all costs,
atto.rney's fees, expenses and liabilities incurred in
the defense of any such claims and the investigation
thereof.
(b) The CITY assumes no responsibility whatsoever for any
property placed on the Premises by USER, agents,
employees, guests or invitees and expressly is relieved
of any and all liability for any loss, injury, theft,
damage or destruction of goods, that may be sustained
by reason of the use of the Premises pursuant to this
Agreement.
12. USER shall not discriminate as to race, sex, color,
creed, handicap or national origin in connection with
any operation under this Agreement.
13. USER shall give the CITY the option to purchase, at the
Full Ticket Price, a total of one thousand five hundred
(1,500) tickets for each concert date in the event
there are two concerts, in sections mutually decided
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upon by the Stadium Manager and the USER.
(b) USER shall provide the Director of Conferences,
Conventions and Public Facilities, with one hundred
(100) complimentary tickets for each concert date for
the purpose of promoting the facility for future
events. CITY shall. permit USER to use up to 5% of the
total tickets sol(J for complimentary purposes. All
complimentary tickets must be printed as "COMPLIMENTARY
TICKETS."
THE CITY HEREBY CQYFNANT AND AGREE$
14. That the Premises will be operated and maintained in
good, clean working order and operating condition by
the CITY during the Use Period, including by way of
illustration and not limitation: all turnstiles,
painting, utilities, elevators, heating and air
conditioning equipment, lights, machinery, pipes,
plumbing, wiring, electrical fittings and outlets.
15. At the request of USER, the CITY will provide a list of
facility services, building staff and other personnel
required to stage the Concert, and the estimated
aggregate cost thereof. Effort will be made for
staffing not to exceed the sum of $36,361.00 per event
night.
16. On the Concert Dates, the CITY will provide, at no cost
to USER, a function area on the Premises for pre -
Concert and post -Concert buffets. All expenses with
respect to the foods and beverages served at said
buffets shall be paid by USER.
17. The CITY will provide unimpeded access at least 14 feet
high and 20 feet wide, at no cost to USER, to the
Stadium's field, for all equipment brought by USER
and/or their act or acts.
18. In addition, the CITY shall comply with the following
requirements:
(a) The CITY shall use its best effort, to assist USER in
obtaining all necessary clearances, licenses and
permits for any and all building, construction,
electrical, sanitary, business, sales, occupational and
other permits or licenses required for staging the
Concert. The cost of any such permits shall be borne
by USER.
(b) USER shall provide to CITY an engineered blueprint of
the stage and roof structure that will be used for the
event. This is necessary to obtain the required
building permit.
(c) USER shall have the right, at no additional cost, and
subject to existing contractual obligations and to the
prior consent of the CITY, which shall not be
unreasonably withheld, to hang banners/posters at the
Orange Bowl Stadium at least six (6) months prior to
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the event and otherwise accord credit to any sponsor,
equipment supplier or other entity involved with the
specified concert tour. The banners/posters may also
be used to advertise the event, date, time, acts, etc.
as required by users marketing program for the event.
The CITY at its sole option, may determine the size and
number of posters, banners, and may Have such
banners/posters .removed foJ_• whatever period of time it
deems appropriate during those six (6) months. The
USER will pay for the installation and removal of said
banners/posters and any other cost related to them.
(d) Control of the internal security services inside the
STADIUM shall remain the responsibility of USER or
their designated agent, who shall consult with the
Director of Conferences, Conventions and Public
Facilities. USER shall pay for said internal security
service.
(e) CITY represents that USER may provide, at USER's own
cost, catering services for all tour personnel and
production staff.
(f) USER shall ensure compliance with all necessary union
requirements (if applicable) in connection with the
personnel and services engaged for presentation of this
concert. The CITY shall use its best effort to inform
USER of the terms of any trade union agreement, written
or oral, affecting all relevant personnel or services
used in connection with the Concert, and shall assist
USER in complying with such agreements.
(g) All entry to the Premises, including any press boxes,
and other viewing areas, on the Concert Date shall be
by ticket only, purchased at the Full Ticket Price,
except for employees of USER and CITY actually working
at the Concert who have received passes issued by USER,
and except as otherwise provided by this Agreement.
(h) Access to the backstage areas throughout the Use Period
shall be under the conts-ol of USER, to be exercised in
a reasonable manner. The CITY shall ensure that no
operations of the STADIUM within its control shall
interfere with the successful production and
presentation of the Concert.
(i) Control over the number and location of house
photographers and general press photographers
throughout the Use Period shall remain with USER.
(j) USER shall be permitted to use such trucks and
forklifts on the STADIUM's field, as authorized by the
Director of Conferences, Conventions and Public
Facilities, for the successful production and
presentation of the Concert, in accordance with
guidelines established in consultation with the
Director of Conferences, Conventions and Public
Facilities, including, but not limited to, procedures
to minimize damage to the field.
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(k) The CITY will provide six house radios at no cost to
USER for use by USER's production and security staff
during the Use Period. Any additional. radios will be
assessed a cost. USER shall assume costs for said
radios if they are damaged or not returned immediately
after event.
(1) The CITY will provide adequate access to the field
seating areas for patrons at no additional cost to
USER.
(m) The CITY will provide USER with up to 125 police
barricades for use during the Use Period, if required.
(n) The USER may set up temporary offices at the Orange
Bowl anytime after the completion of the Orange Bowl
Classic in a reasonable amount of space provided by the
City for the purposes of phone calls, meetings, etc.
prior to the event date and for up to 72 hours after
the event. All additional expenses for setting up
these offices including long distance calls, faxes etc.
will be paid by the USER.
(o) All notices or other communications shall or may be
given pursuant to this Agreement shall be in writing
and shall be delivered by personal service, or by
registered mail addressed to the other party at the
address indicated herein or as the same may be changed
from time to time. Such notices shall be deemed given
on the day on which personally served; or, if by mail,
on the fifth day after being posted on the date of
actual receipt, whichever is earlier.
CITY OF MIAMI QER
Cesar H. Odio Topnotch Entertainment Corp.
City Manager P.O. Box 1515
3500 Pan American Drive Sanibel Island,Fl 33957-1515
With a copy also to: With a copy also to:
Orange Bowl Stadium
Topnotch Entertainment Corp.
1501 N.W. 3rd Street
Pinnacle Place - Suite 200
Miami, Florida 33125
Albany, NY 12203-3409
(p)
The USER intends to scale
the ticketing for this event
so a maximum ticket price
paragraph is not necessary in
this contract.
(q)
The CITY will assist
the USER in organizing
neighborhood festivals around the event to be held
prior to the event time
for charitable, neighborhood
purposes as fund raisers,
etc. The CITY will introduce
the USER to neighborhood
leaders, etc. to further
assist in these endeavors.
(r)
The USER at its own expense, may use some temporary
generators at the venue for backup power which requires
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fuel, oil, etc. since vital equipment such as
computers, TV, electronics, etc. require backup power.
(s)
The USER at its expense will prepare a professionally
done, taped, 60 second audio commercial for the events
and will supply a copy of the tape to the Orange Bowl.
The CITY agrees, to play this tape at least once a
quarter during all football games from August, 1994 up
to and including they Orange Bowl Classic 1995. This
tape may be played during either time-outs or
conclusion of the quarters play. Additionally, during
the game a message showing the event date, name, and
short form details shall be flashed on the animated
scoreboard at the Orange Bowl. The USER may, at the
tenant's approval, post. professionally done posters at
the Orange Bowl tunnel and entrances to the stadium
from August, 1994 up to and including the date of the
`
event advertising the event, its date and place with
any and all important details necessary to inform the
public.
`
(t)
The CITY of Miami and the Orange Bowl hereby give
permission to the USER to use the name Orange Bowl and
any logos if available for the Orange Bowl in its
advertising on tickets and merchandising for the event.
(u)
The USER anytime after the date of signing of this
contract may use an Orange Bowl ticket booth or may set
up a ticket booth of its own at the Orange Bowl for the
purposes of hard ticket sales for the event. Tickets
may also be sold and available at this booth and all
other booths during University of Miami football games,
upon mutual agreement by both parties.
19.
The CITY shall provide USER, at no additional charge,
for USER's use, the existing electric power services at
the Orange Bowl during the Use Period.
20.
The CITY will use its best efforts to prohibit resale,
counterfeiting and "scalping" of tickets for the
Concert(s) on the premises. The tickets that the CITY
is entitled to purchase pursuant to Section 13 above
shall be purchased at the Full Ticket Price, may not be
resold at a price in excess of the Full Ticket Price,
}
and may not be used in any promotional program or sold
or given to any ticket brokers or agents without the
prior written permission of USER.
21.
The CITY will use its best efforts to ensure that no
cameras, .recording devices, cans, bottles, glass
I
containers, banners, fireworks, weapons or other
objects that may be used as missiles, are allowed in
the Premises.
22.
The CITY will have an authorized representative with
decision making authority from the Department of
Conferences, Conventions and Public Facilities
available at all times throughout the Use Period for
consultation with USER.
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23. USER shall provide a seating plan prior to the Use
Period, for approval by the Director of Conferences,
Conventions and Public Facilities and the requisite
public safety officials, whose approval shall not be
unreasonably withheld.
24. The CITY will. permit USER and its authorized vendors to
erect novelty sales tables on the concourse, outside
the Stadium near the entry gates and on the field
subject to approval by the Fire Marshal and the
Director of Conferences, Conventions and Public
Facilities Department.
THE PARTIES HEREBY MUTUALLY COVENANT AND AGREE:
25. The USER will provide all City of Miami police required
to secure the outside of the stadium, before, during,
and after the event and all City of Miami Police for
Traffic Control before and after the event. Police
shall be paid by USER. CITY of Miami police will
handle all arrests where required or requested at the
event.
26. That the following additional provisions shall be
adhered to:
(a) USER shall obtain and maintain in force for the length
of this Agreement, general liability insurance on a
Comprehensive General Liability form or an equivalent
policy form with at least a Combined Single Limit of
$2,000,000 per occurrence for bodily injury and
property damage liability. In addition to premises and
operations coverage, the policy or policies utilized
shall be extended to include products and completed
operations coverage, personal injury .liability coverage
and contractual liability coverage sufficient to cover
the liabilities assumed in this Agreement. The City of
Miami is to be named as "Additional Insured" on all
policies, as supplied ley USER's insurance certificate.
The Department of Conferences, Conventions and Public
Facilities, 1501 N.W. 3rd Street, Miami, Florida 33125,
(3Q5) 643-71.0Q, requires a certified copy of said
policy as soon as possible. Any questions regarding
insurance should be directed to Mario Soldavilla, Asst.
Director, City of Miami Risk Management Division,
Dupont Plaza, 300 Biscayne Way, Suite 328, Miami,
Florida, telephone 579-6058. The intent of this
Section is that USER provide primary insurance
protection to the CITY in the event of any loss arising
out of perils or hazards covered by the required policy
or policies.
(b) The CITY shall furnish, at no cost to USER, its normal
and customary event parking spaces for the public,
limited by the fulfillment of CITY's obligations
pursuant to subparagraph (e) of this section, and
adequate personnel to man such parking facilities, at
locations convenient to the Premises.
(c) The CITY shall provide, immediately adjacent to the
STADIUM, 37,000 square feet of. the E-1 Parking Lot, at
no additional. cost to USER. This parking lot can be
utilized for the landing of the USER's helicopter. If
USER decides to utilize said portion of the E-1 Parking
Lot, USER will be responsible for security of same.
(d) The CITY warrants and represents that it shall arrange
for and implement its customary parking and traffic
plan for events of this size and nature and will be
solely responsible for the costs of such arrangement
and implementation.
(e) The CITY agrees that charges to the public for parking
on its property shall not exceed the usual and
customary charges for such parking. The CITY shall be
entitled to 100% of all gross receipts from parking
charges.
(f) USER will provide and install all staging and props,
including special lighting, etc., at its own expense.
(g) USER agrees to provide, at its own expense, portable
toilet facilities for designated field and operations
areas in a number to be reasonable determined by
Director of Conferences, Conventions and Public
Facilities for use prior to, during and after event.
(h) USER agrees to include in all advertising for the
Concert in the facility that bottles, cans, glass
containers, weapons, banners, fireworks, cameras and
recording devices may not be brought into the facility.
(i) Ticket sellers, takers and ushers are the
responsibility of USER.
(j) USER agrees to tear down its equipment immediately
after the Concert has ended.
(k) A maximum attendance of 84,000 (including field and
stadium seats) will be permitted. Twelve thousand
(12,000) reserved field tickets may be printed and
sold, and no more than twelve thousand (12,000) persons
shall be permitted on field, if the stage is in the
center of the field and can rotate 360 degrees. USER
shall supply ample security to maintain this limit.
(1) Gates shall be opened three (3) hours prior to show
time. All advertising shall indicate gate opening
time. The Director of Conferences, Conventions and
Public Facilities reserves the right to open gates or
adjust gate opening time as he deems appropriate based
on crowd control and conditions, after consultation
with the USER.
(m) The CITY has all concession rights for food and
beverages and has contracted for the operation of the
concessions for the sale of all food and beverages sold
at the Premises. Prices shall not be in excess of
those customarily charged at the Premises, The CITY
- 10 - 93- 519
will use its best efforts to prohibit food or beverage
hawkers on the field after 8:00 p.m. The City reserves
the right to sell alcoholic beverages as long as it is
not in violation of the City Code.
(n) The CITY will grant to the USER the merchandising
rights to sell programs, novelties and other items
limited to T-shirts, buttons, hats, other apparel,
records, tapes, and photographs. As compensation for
the grant of said privilege, USER agrees to pay to the
CITY $0.75 per admission ticket sold plus 6.5% State of
Florida sales tax based on fee paid to CITY.
(o) The CITY will use .its best efforts to prohibit the
unauthorized sale or distribution on the Premises of
novelties or other .items not licensed.
(p) USER agrees that it has no food or beverage concession
rights during the duration of this Agreement.
(q) USER will provide to the CITY a copy of the blanket BMI
and/or ASCAP license which it has obtained in
connection with the concert. USER represents and
warrants that all BMI and 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 thereto.
27. USER agrees to leave $50,000 deposit with the City for
a period of 24 hours after the conclusion of the
concert as a deposit against damages to the playing
surface. Within the 24 hour period immediately
following the concert, USER and the Director of
Conferences, Conventions and Public Facilities, or his
designee, will inspect the playing surface for said
damage. If damage is found, the City will retain the
above mentioned deposit until all field repairs are
completed.
28. USER agrees to install and remove, at its expense, a
geotextile field covering and plywood, which the CITY
shall supply to USER, sufficient in size to cover the
entire grass surface area of the playing field. The
field covering will be put in place prior to the
concert date and will be immediately removed at the end
of the concert date. The installation of said covering
shall be coordinated with the Grounds and 'Turf Manager
of Conferences, Conventions and Public Facilities.
29. USER shall supply and distribute wrist bands to all
field ticket holders. If CITY supplies said wrist
bands, USER will be responsible for this cost.
30. Setup and installation as provided in Section 28 above
shall not exceed 80 hours prior to the concert.
Removal as provided in Section 28 and 26 (f) shall not
exceed 24 hours after the end of the concert.
31. The CITY shall have no interest or right with respect
to any ancillary rights or assets arising out of the
concert, including, without limitation, any motion
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93- 51-9
picture, radio or television broadcasting rights, any
merchandising rights or any corporate sponsorship.
During the Use Period, the CITY shall permit USER to
enter the Premises and conduct any ancillary rights
activities at no cost, including without lim"tat.i.on,
any filming, taping, recording or similar activities
performed by USER in connection with the concert. If
the concert is to be recorded by any visual and/or
audio medium, the words "Orange Bowl Stadium" shall be
displayed or printed as mutually agreed upon by USER
and the CI`.l'Y. The CITY will. cooperate with USER in
connection with any such activity, provided, any cost
or expenses of CITY in connection therewith shall be
borne by USER.
32. Subject to guidelines mutually established in advance
of the concert date, USER shall have the right at all
times to control that portion of the Premises used for
the production and presentation of the concert,
including without limitation, all internal security
matters and internal security personnel; to enforce
all necessary and proper rules for the management and
operation of the Premises during the Use Period. USER
and its authorized representatives shall be permitted
to enter all portions of the Premises used for the
production and presentation of the concert at anytime
and on any occasion during the Use Period.
33. No video or sound .feed shall be provided to any press
box or luxury suite or box or any other area of the
Premises without the express prior permission of USER.
34. The CITY hereby grants to USER, at no cost to USER,
full access and control of Box Office Number Eight and
all drop boxes (used to deposit torn tickets) at the
Premises on the concert date.
35. USER may, subject to any governmental regulations or to
the direction of a public officer, or to the reasonable
discretion of the Direc4.or of Conferences, Conventions
and Public Facilities, direct the opening and closing
of entrances and exits during the Use Period. All
materials and equipment shall be brought into or
removed from Premises only at entrances and exits
designated by CITY. Notwithstanding anything herein to
the contrary, this Agreement shall not limit the CITY
or STADIUM officials or CITY STADIUM tenants in the use
of their offices nor interfere with the normal
operation of the STADIUM, provided that such operations
do not interfere with the successful production and
presentation of the concert.
36. Each party represents to the other that it has the
power to enter into this Agreement and to grant and
accept the license herein granted and accepted, as the
case may be, and that the consent of no other person or
entity (governmental or otherwise) is required in
- 12 - 93- 519
connection therewith, except as otherwise provided in
this Agreement and that this Agreement constitutes a
valid and binding obligation of such party, enforceable
against such party in accordance with the terms hereof.
37. If, through no fault of the CITY, the Premises or any
part thereof shall be damaged, destroyed or rendered
unusable by fire or other casualty or unforeseen
occurrence to the extent that i.t is unsafe or
impossible to hold the concert on the Premises, or if
there exists a public emergency rendering performance
of this Agreement by the CITY or USER impossible,
including, without limitation the requisitioning of the
Premises by the United States, the State Df Florida, or
any other authority, this Agreement mall terminate
with respect to any such concert as may be thereby
affected, without any liability of e'_ther party to the
other except as provided in Section 37(b) below. In
any such event, USER shall not be liable for (1) any
use fee and (2) any expenses referred t.7� which have not
been irrevocably incurred with respect to any such
concert which are not so performed.
(b) In the event the concert is cancelled for any reason,
including, but not limited to, the reasons set forth in
Section 37 (a) hereinabove, USER shall be liable to the
CITY for actual costs incurred pursuant to Section 5
hereinabove which have been irrevocably incurred in
connection with hosting the concert but shall not be
liable to the CITY for any lost profits or
consequential damages of the CITY. USER shall not be
liable under this subsection, if the concert is
cancelled under the provisions stated in Sections 37
(c) and (d).
(c) In the event the CITY determines that the STADIUM shall
no longer be utilized as a facility for concerts or any
other events of this nature, or if it is determined by
the CITY, using reasonable industry standards, that the
USER's performance under this Agreement does not at
least equal said industry standards, the CITY may elect
to terminate this Agreement provided that said
termination shall not be effective until nineteen (19)
months after written notice has been delivered to the
USER. If the CITY terminates the Agreement under this
subsection, CITY shall refund to USER its deposit but
CITY shall not be liable to the USER for any lost
profits or consequential damages of USER.
(d) The CITY retains the right to cancel and terminate this
Agreement for convenience and without penalty upon
nineteen (19) months written notice to the USER. If
the CITY terminates the Agreement under this
subsection, CITY shall .refund to USER its deposit but
CITY shall not be liable to the USER for any lost
profits or consequential damages of USER.
- 13 - 93— 519
38. The CITY, through the Director of Conferences,
Conventions and Public Facilities, at its sole option
and discretion, shall be entitled to demand full
payment for any unpaid use fee and/or expenses incurred
by USER at the close of the event. USER grants to the
CITY the first right of claim to be paid from all
monies that are on hand such as "on premises gate
receipts" or all monies hold by USER's ticket sales
agency for_ any unpaid use fee, expenses, surcharge,
additional services, accommodations, materials
furnished, cost of repair, rehabilitation, damage
correction, and/or replacement or restoration of
premises as a consequence of the presentation of the
event. The Director of Conferences, Conventions and
Public Facilities shall be entitled to collect all such
funds due the CITY and the CITY shall be paid prior to
payment of any other bills or sums of money owed by the
USER. USER agrees that any agreement entered into by
the USER with a ticket sales agency or agencies will
include the agency's recognition that the CITY has
first right of claim, and the CITY is to be paid from
any and all monies held by the said ticket agency. 110n
premises gate receipts" shall be defined as all sums of
money collected by the USER or his agent in connection
with the concert.
39. This Agreement shall not be deemed or construed to
create any agency relationship or joint venture between
the CITY and USER. The parties further intend that
this document shall be a license agreement and that no
leasehold interest is conferred upon the USER.
40. This Agreement may not be transferred or assigned by
USER without the express written consent of the CITY.
It is agreed that approval of transfer or assignment
shall not be unreasonably withheld.
41. This Agreement constitutes the sole and entire
Agreement between the parties hereto; no alteration,
amendments or modifications shall be valid unless
executed by an instrument in writing signed by both
parties.
42. If it becomes necessary for the CITY to institute
proceedings to collect any monies due it by USER, USER
agrees to pay any and all reasonable attorney's fees
and costs expended in the collection thereof.
43. In the event of conflict between the terms of this
Agreement and any terms or conditions contained in any
attached documents, the terms of this Agreement shall
rule.
44. No waiver or breach of any provision of the 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.
45. Should any provisions, paragraphs, sentences, words or
phrases contained in this Agreement be determined by a
court of competent jurisdiction to be invalid, illegal
- 14 - 93— 5�9
or otherwise unenforceable under the laws of the State
of Florida or the City of Miami, such provisions,
paragraphs, sentences, words or phrases shall be deemed
modified to the extent- necessary in order to conform
with such laws, or if not modifiable to conform with
such laws, then same shall be deemed severable, and in
either event, the remaining terms and provisions of the
Agreement shall remain unmodified and in full force and
effect.
46. The USER warrants that .it has not employed or retained
any person employed by the CITY 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
any fee, commission percentage, brokerage fee, or gift
of any kind contingent upon or resulting from the award
of this Agreement.
47. The USER covenants that no person under its employ who
presently exercises any functions or responsibilities
in connection with this Agreement has any personal
financial interests, direct or indirect, with the CITY.
The USER further covenants that, in the performance of
this Agreement, rlo person having such conflicting
interest shall be employed. Any such interests on the
part of the USER or its employees, must be disclosed in
writing to the CITY.
48. The USER 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 2-1.1.1) and the State of Florida, and agrees
that he shall fully comply in all respects with the
terms of said laws.
49. The USER and its employees and agents shall be deemed
to be independent contractors, and not agents or
employees of the CITY, and shall not attain any rights
or benefits under the Civil Service or Pension
Ordinances of the CIWY, or any rights generally
afforded classified or unclassified employees; further
he/she shall not be deemed entitled to the Florida
Worker's benefits as any employee of the CITY.
50. In the event that the USER shall fail to comply with
each and every term and condition of this Agreement or
fails to perform any of the terms and conditions
contained herein, then the CITY, at its sole option,
upon written notice to the USER, may cancel and
terminate this Agreement, and all payments, advances,
or other compensation paid by the USER to the CITY
while the USER was in default shall be forfeited to the
CITY. Notwithstanding anything to the contrary
contained in this paragraph or contained in this
agreement, it is agreed and understood by the parties
hereto that if the City, pursuant to the provisions of
this paragraph, should give written notice of an
- 15 - 9 - 519
alleged default or defaults of the terms and/or
conditions of this agreement by the User that such
written notice shall be forwarded to the User by
registered mail, return receipt requested to the
address of the Us-�r as noted herein, or at any
subsequent address adopted by the User and that the
User shall thereafter Have a period of sixty (60)
business days to cure and correct said default or
defaults as set forth in said notice from the date of
receipt of said written notice by the User from the
City and that the City is prohibited during the sixty
(60) day period from taking any actions to alter or
cancel this agreement by reason of the alleged default
or defaults set forth in the notice.
51. This agreement will be construed according to the laws
of the State of Florida and venue shall lie in Dade
County, Florida.
IN WITNESS WHEREOF, the parties hereto have
individually and through their proper corporate
officials executed this Agreement the day and year
first above written.
Attest: CITY OF MIAMI, A Municipal
Corporation of the State
of Florida
By
Matty Hirai Cesar H. Odio
City Clerk Manager
Attest: USER: Topnotch
Entertainment Corporation
a orida orpora io
70
Cor rate Secretary Signature
Title
APPROVED AS TO INSURANCE: APPROVED AS TO FORM AND
CORRECTNESS:
Sujan S. Chhabra, Director
Risk Management Department
- 16 -
A. Quinn Jones, III
City Attorney
93-- 519
APPROVED AS TO DEPARTMENTAL REQUIREMENTS:
1�1
Tony PajArJs--,UD-irector
Department of Conferences, Conventions
and Public Facilities
93- 519
CORPORATE RESOLUTION
WHEREAS, the Board of Directors of TOPNOTCH ENTERTAINMENT
CORPORATION., desires to enter into an agreement with the CITY
of Miami for use of the ORANGE BOWL STADIUM and
WHEREAS, the Board of Directors of TOPNOTCH ENTERTAINMENT
CORPORATION., has examined terms, conditions and obligations of
the proposed Agreement with the CITY for said use; and
WHEREAS, the Board of Directors at a duly held corporate
meeting has considered the matter in accordance with the By -Laws
of the corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
TOPNOTCH ENTERTAINMENT CORPORATION., that the President X or
Vice-president ( ) or Secretary ( ) (please check one) is hereby
authorized and instructed to enter into a contract in the name
and on behalf of this corporation with the CITY of Miami for the
use of the ORANGE BOWL STADIUM in accordance with the contract
documents furnished by the CITY of Miami, and for the price and
upon the terms and payments contained in the proposed contract
submitted by the CITY of Miami.
- 18 - 93- 519
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANC
___CA=18
TO: Honorable Mayor and Members
of the City Commission
DATE AUG 2 61993 `;LE
SUWECT Resolution Authorizing
Agreement with Topnotch
i F Entertainment Corporation
' FROM Cesa O REFERENCES
City
ENCLOSURES
BACKGROUND:
It is respectfully recommended that the City Commission adopt the
attached resolution authorizing the City Manager to execute an
agreement with Topnotch Entertainment Corporation for the
presentation of up to two (2) concerts at the Orange Bowl Stadium
on January 27 and 28, 1995. Also, that the user has the first
option to schedule similar concerts at the Orange Bowl Stadium
for the next two (2) Super Bowls taking place in Dade, Broward,
Palm or Monroe Counties.
The Department of Conferences, Conventions and Public Facilities
has been working with Topnotch Entertainment Corporation to
complete arrangements for the presentation of major events at the
Orange Bowl Stadium. Topnotch Entertainment Corporation has
offered to present a concert featuring famous recording artists,
at said Stadium on January 27 and 28, 1995.
The Administration has determined that modifications to the
standard use charges, terms and conditions as specified in the
City Code are appropriate for these events and has prepared an
agreement with Topnotch which delineates the various charges,
terms and conditions for said use. Topnotch has agreed to pay a
flat use fee of $20,000 for one show, or $40,000 for two shows,
and all applicable surcharges for each concert. Topnotch will
also cover all stadium personnel and operating expenses for each
event.
C�1ig-�
1 �
.i
REVENUE PROJECTIONS
TOPNOTCH ENTERTAINMENT CORPORATION
AT THE
ORANGE BOWL STADIUM
Concert 1 Concert 2
Attendance
70,000
70,000
Ticket Price (avg)
$28.00
$28.00
Parking Rate
$ 8.00
$ 8.00
Parking Lot
4,000 spaces
GROSS REVENUES
Rent
$20,000
$20,000
Surcharge
$70,000
$70,000
(att. x $1.00)
Concessions/Food & Bev.
$70,728
$70,728
(att. x $2.40 x 42.1%)
Concessions/Novelties
$52,500
$52,500
(att. x $0.75)
Parking
$32,000
$32,000
(lot capacity x rate)
TOTAL
$245,228
$245,228
CITY EXPENSES
Parking Staff
($4,000)
($4,000)
NET CITY REVENUES
TOTAL $241,228 $241,228
Total
140,000
$ 40,000
$140,000
$141,456
$105,000
$ 64,000
$490,456
($ 8,000)
$482,456
IM,
93-- 5i9