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HomeMy WebLinkAboutR-84-0325J-84-254 3/21/84 rr/D-5 M84-316 3/13/84 RESOLUTION NO. 84-325. A RESOLUTION RATIFYING, APPROVING AND CONFIRMING THE ACTION OF THE CITY MANAGER IN EXECUTING THE ATTACHED AGREEMENT WITH THE UNITED STATES FOOTBALL LEAGUE FOR THE USE OF THE MIAMI ORANGE BOWL MEMORIAL STADIUM IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH THEREIN. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The action of the City Manager in executing the attached agreement with the United States Football League for the use of the Miami Orange Bowl Memorial Stadium in accordance with the terms and conditions set forth therein is hereby ratified, approved and confirmed. PASSED AND ADOPTED this 29thday of March , 1984. Maurice A. Ferre PREPARED AND APPROVED BY: ea'4a '0', &0& DEPUTY CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: TY ATTORNEY CITY COMMISSION MEETING OF MAR 29 1984 1101% lib. 84-3251 REMARKS. AGREEMENT THIS AGREEMENT, made and entered into this ,2 7' day of March, 1984, between THE CITY OF MIAMI, a municipal corporation organized and existing under the laws of the State of Florida (the "CITY") and the United States Football League, 52 Vanderbilt Avenue, New York, New York 10017 (the "U.S.F.L."). WHEREAS, U.S.F.L. has the right to organize, own, and franchise a professional football team in the City of Miami; and WHEREAS, the U.S.F.L. desires to use the Miami Orange Bowl Stadium (the "ORANGE BOWL"), 1501 N.W. 3rd Street, Miami, Florida, for the purpose of scheduling professional football games between U.S.F.L. teams in order to present professional football to the people of Miami, Dade County and the surrounding area; and -a WHEREAS, the Commission of the CITY has deemed it in the best interest of the electorate to authorize this Agreement in order to provide the viewing public of this area the oppor- tunity of witnessing regularly scheduled games of the U.S.F.L. with other U.S.F.L. professional football teams; and 'WHEREAS, the City shall be the hometown of a U.S.F.L. team and all games scheduled to be played by the U.S.F.L. in Miami shall be played in the ORANGE BOWL; and WHEREAS, the opportunity of viewing regularly scheduled professional football games between U.S.F.L. teams and other professional football teams will provide an additional attraction to the tourists visiting the area, as well as the citizens of the City, Dade County, and all of Florida, in addition to providing continual publicity by the televising and broadcasting of the games by national television and radio stations; and WHEREAS, due to the commitments made in this Agreement - by the CITY it would not be economically feasible for the CITY to enter into this Agreement unless certain guarantees are granted to the CITY, and the terms and conditions as provided herein are fully and completely accepted by the U.S.F.L. 84-325 i NOW, WHEREFORE, the parties hereto represent, covehlarit' and agree as follows: 1. PURPOSE The U.S.F.L. desires the right to organize, own and operate a professional football team in the City of Miami, Dade County, Florida, and the CITY, during the term of this Agreement, shall be the hometown of such professional football team and all regularly scheduled home games shall be played in the ORANGE BOWL. 2. STADIUM PREMISES (a) CITY hereby grants to the U.S.F.L. and the U.S.F.L. hereby accepts the use of the ORANGE BOWL, for the term consisting only of those days when the U.S.F.L. schedules and plays professional football games during its regular football season beginning in the year 1985. The use by U.S.F.L. of the ORANGE BOWL, shall include the use of all press box facilities and the use of private booth facilities (each having a 35 seat viewing area) for both the home and visiting teams, excepting those areas of the press box facilities used by stadium personnel in connection with stadium operations. The CITY will retain the exclusive right to booth AA which is a sixteen (16) seat viewing area, which is located in the 3rd level press box and known as the V.I.P. Box. In addition, U.S.F.L. shall have the use (365 days per year) of the ticket booth located at Gate 5 of the ORANGE BOWL, together with accompanying ticket office space. (b) The CITY agrees to permit the U.S.F.L. the right to use a football field in the CITY owned park known as Curtis Park (or such other acceptable facility) for team prac- tices and workouts, from February through August of each year of the contract period, or such other period as deemed acceptable by the U.S.F.L. During this period, the Office of Stadiums shall maintain the practice field in a comparable manner to other pro- fessional football league practice fields. The U.S.F.L. shall reimburse the Office of Stadiums the direct costs of maintaining the said practice field. Direct costs are the material and labor -2- 04-325 i i expenses for seeding, weeding, watering, fertilizing, mowing, striping, painting and other field maintenance required by the U.S.F.L. for such period during each year of the contract period. (c) In addition, the CITY agrees to permit the U.S.F.L. the use of Locker Room facilities and weight room facilities (if available) at the Orange Bowl Stadium during and in conjunction with team practices and workouts at Curtis Park. The U.S.F.L. agrees to employ a full time Locker Room attendant to maintain and clean the Locker Room during the team practice and workout period February through August or such other period as agreed between the parties hereto. The U.S.F.L. shall reimburse the Office of Stadiums a reasonable and justifiable charge for utilities used in the operation of said Locker Room facilities. (d) The U.S.F.L. may build at its sole cost an Administrative Office within the stadium area. The Administra- tive Office would be included in the per game percentage rental, excepting that the U.S.F.L. would be billed a reasonable and justifiable charge for utilities used by such Administrative office. All building plans for said Administrative Office space shall be submitted to the Stadiums Administrator who in turn will . submit the said building plans to. the City Manager for his approval, which shall not be unreasonably withheld. 3. TERM. (a) Subject to the agreed consideration and the priority events and other provisions specified in paragraph 7 hereof, U.S.F.L. shall have the right to schedule U.S.F.L. pro- fessional football games, incluc.ing but not limited to, Pre - Season and Regular football seasor. U.S.F.L. games, during each of the regular football seasons (as hereinafter defined). U.S.F.L. shall have the right to occupy and use the ORANGE BOWL only during the days when such games are scheduled and played, subject to the provisions with respect to Ticket Office space located at Gate 5, future Administrative Office space and Locker Room facilities specified in Section 2. -3- 84-325 C (b) The "Regular football season" of the U.S.F.L. shall be deemed by the parties to this Agreement to commence with the first regularly scheduled games of the League, either Pro. - Season or otherwise, and shall terminate with the last play-off or championship football games to be played in the ORANGE BOWL by the U.S.F.L. The games to be played in the ORANGE BOWL, as provided in this Agreement and subject to the priority events and other provisions specified in paragraph 7 hereof, shall be L scheduled to be played within each regular football season during the years hereinafter set forth in Section 3(d). (c) The term "Regular football season" as used in this Agreement shall be construed to permit U.S.F.L. to use the ORANGE BOWL only during the dates and times when football games are actually to be played. Nothing herein is to be construed as vesting in U.S.F.L. the exclusive control and dominion of the ORANGE BOWL but only .vesting use during days when regularly scheduled games are played as provided in this Agreement except as provided above with respect to the ticket office space located at Gate 5 and to future Administrative Office space. (d) U.S.F.L. agrees all regularly scheduled home games of the U.S.F.L. shall be played in the ORANGE BOWL during the Regular football seasons for a period of three years begin- ning with the 1985 season. The U.S.F.L. shall have the option of renewing this Agreement on the same terms for four (4) three (3) year periods, for the purpose of playing all regularly scheduled home games inumerated as follows: 1. 1st option period covers the years 1988, 1989 and 1990. 2. 2nd option period covers the years 1991, 1992 and 1993. 3. 3rd option period covers the years 1994, 1995 and 1996. 4. 4th option period covers the years 1997, 1998 and 1999. (e) subject to the provisions of this Agreement, including paragraph 7 hereof, and in addition to those days when 84P-325 the ORANGE BOWL is used by the U.S.F.L. for the playing of foot- ball games herein provided, the OMVGE BOWL shall be made avail- able to the visiting team playing the U.S.F.L. Is team for the purpose of a workout on the ORANGE BOWL field the day prior to all regularly scheduled football games of the U.S.F.L. providing such workout does not conflict with any other scheduled event on the day or the evening of such workout in the ORANGE BOWL, and further provided that the scheduling of the workout shall not damage the field for any event scheduled on the day or evening of such workout or for the•subsequent day's game. 4. FEES AND CHARGES FOR USE (a) U.S.F.L. shall pay to CITY for its games played in the ORANGE BOWL for the years 1985, 1986 and 1987 as follows: A minimum per game use fee of Twenty Thousand Dollars ($20,000) or ten (10) percent of gross ticket sales, less State of Florida Sales Tax, whichever is greater. (b) U.S.F.L. shall pay to CITY for its games played in the ORANGE BOWL for the option years 1988 through*1999 inclusive as follows: A minimum per game use fee of Thirty Five Thousand Dollars ($35,000) or ten (10) percent of gross ticket sales, less State of Florida Sales Tax, whichever is greater. (c) Commencing with the 1987 U.S.F.L. season and thereafter during the term of this Agreement the U.S.F.L. shall pay (or reimburse to the CITY), in addition to the fee provided in (a) and (b) hereinabove, the following: All per game event expenses such as police, ushers, ticket takers, ticket sellers, restroom attendants, nurses, fire rescue, electricians, communica- tions technicians, scoreboard operators, -5- 84-325 tioning technicians, ground crew, locker room attendants, event supervisors; side- line personnel, cleanup crews, etc. The use fee and event expenses payable during the term of this Agreement shall be payable to the Department of Finance, City of Miami, within fifteen (15) business days commencing with the day after each football game has been played. (d) U.S.F.L. agrees to pay the cost of collection and reasonable attorney's fees on any part of the use fee and event expenses due under this Agreement that may be collected by suit or attorney after the same are past due and U.S.F.L. has been notified in writing and has had the opportunity to correct any alleged default in accordance with paragraph 16 herein. During the entire period covered by this Agreement and including any extension or renewal thereof, U.S.F.L. shall - furnish to the CITY not later than Ninety (90) days prior to the beginning of the regular football season of each of the years provided in this Agreement, or as soon thereafter as the actual U.S.F.L. schedule is received from the Commissioner of the U.S.F.L., the dates of the U.S.F.L.'s scheduled football games for such season. Not later than the final regular season game or as soon thereafter as such dates are known to the U.S.F.L., the U.S.F.L. shall furnish to CITY the dates of any Play-off, Champi- onship or All -Star games to be played in the ORANGE BOWL, which dates shall not conflict with the dates of the priority events or other provisions set out in Paragraph 7 hereof. however, in order to meet broadcasting schedules or other reasonably unexpect- ed circumstances, the U.S.F.L. may reschedule a particular game to another day or at a different time of the same day as original- ly scheduled upon at least 72 hours notice to the CITY, and as long as such rescheduling does not conflict or interfere with other scheduled events. 84-325 S. NATURE AND CONSTRUCTI( Notwithstanding anything contained herein to the con- trary whatsoever, this Agreement is not intended to create, nor shall it be construed as creating or constituting, a lease be- tween the parties or vesting any leasehold estate in U.S.F.L. or establishing the relationship of landlord and tenant. 6. NATURE AND EXTENT OF CHARGES The fees and charges for the use of the Stadium, as hereinabove provided in Paragraph 4, shall not constitute rental and shall not be construed as being rental but shall be consid- ered only as fees and charges for the right to use the Stadium on the dates so used, as above set forth. 7. PRIORITY IN SCHEDULING During the term of this Agreement and any extension or renewal thereof, U.S.F.L. and CITY agree the following organiza- tions shall have priority in scheduling the following events to - be played in the ORANGE BOWL: (a) The University of Miami for all of its regularly scheduled football games (to be played, without limita- tion, on either Friday or Saturday) with other colleges* and universities. No University of Miami home games, however, shall be scheduled or played on Sundays or on any Saturdays after the second Saturday in the month of December of each year. If the University of Miami is required to change any scheduled event during any year for the purpose of participating in a regional, sectional or nationally televised football game with another college, the University of Miami shall have the right to amend its schedule as to such game up to and including May 1 of each year prior to the regular football season, and shall have the right to amend its schedule at any time for the purpose of parti- cipating in a regional, sectional or nationally televised foot- ball game with another college when such change does not conflict with any games scheduled by U.S.F.L. or would not require the scheduling of a game on the same day as U.S.F.L. -7- 84- 325 0 * 0 (b) The Orange Bowl Committee for the Orange Bowl Classic to be played on New Year's Day, the day before or the day after New Year's Day in the event any New Year's Day falls on a Sunday or a day of national mourning. (c) The public high schools of Dade County for scheduling football games on Thursday nights commencing Septem- ber 15th and continuing through December 1st of each football season, with the right to schedule football games on Friday and Saturday nights when such games are not in conflict with games scheduled and played by U.S.F.L. (d) The Miami Dolphins for all of its regularly scheduled National Football League games during the months of August, September, October, November and December of each year of their existing Agreement with the CITY. (e) The National Football League for any American Football Conference Divisional Play-off Game and American Foot- ball Conference Championship Game involving the Miami Dolphins for December and January of the years 1983, 1984, 1985 and 1986. (f) Carnaval Miami, sponsored by the Kiwanis Club of Little Havana and the Little Havana Tourist Authority, *have reserved the following dates for Carnaval Night in the Orange Bowl Stadium: 1984 - Saturday, I -larch 10 1985 - Saturday, March 9 1986 - Saturday, March 8 The provisions of Paragraph 7 of this Agreement shall not be amended, modified or changed, nor shall any other provi- sion of this Agreement be amended, modified or changed if such amendment, modification or change shall adversely affect the priorities established in Paragraph 7, unless 15 days written notice, together with a true copy of the proposed changes, modifi- cations or amendments, are first delivered to the organizations described in Paragraph 7 which shall be affected by such change and any such amendments must appear in writing and be executed by both U.S.F.L. and CITY. Wz ty .84`a72u' 8. OPERATION AND MAINTENANCE OF STADIUM (a) On the day of each scheduled game CITY shall provide and employ event game personnel in sufficient numbers during reasonable times prior to, during and after professional football games authorized by this Agreement, at the expense of CITY for 1985 and 1986 and thereafter at the expense of U.S.F.L. (b) CITY shall also continue its regular main- tenance of the ORANGE BOWL with its regular full time personnel in a comparable manner as provided for other regularly scheduled football events at the ORANGE BOWL. (c) CITY shall furnish all stadium electrical power and water necessary for the use and operation of the ORANGE BOWL during the football games encompassed herein. (d) U.S.F.L. shall have the right, at U.S.F.L.'s expense, to operate the stadium's public address system during U.S.F.L.'s home games provided, however, such public address system shall not be used for the dissemination of paid adver- tising without the consent of the CITY. CITY may and will display advertising in the ORANGE BOWL during any period when U.S.F.L. shall be entitled to the use of the ORANGE B0WL as provided hereunder. (e) No temporary stands, booths, barriers or other facilities shall be constructed or permitted at or about the ORANGE BOWL by any user or sponsor thereof unless and until written permission has been obtained from the Stadium's Adminis- trator. (f) All Concessionaire's employees, necessary to perform the Concessionaire's obligation under its contract with the CITY, shall have proper identification in order to be admitted during the staging of U.S.F.L.'s events. (g) All authorized CITY employees shall have the right of ingress and egress to and from the ORANGE BOWL at any time, except that, during football games held pursuant hereto, only those employees who are actually performing services at that 841-325 time and who have assignment identification shall be admitted to the ORANGE BOWL without payment of regular admission charge. (h) U.S.F.L. shall have the right to place U.S.F.L. signs and logos within the ORANGE BOWL during the U.S.F.L. season. (i) During the U.S.F.L. season no event will be scheduled that may have the potential to damage the playing field without first notifying U.S.F.L. and receiving its prior consent, which consent shall not be unreasonably withheld. (j) During the U.S.F.L. season, the U.S.F.L. shall, at its sole expense, have the right to dress all stadium personnel in a uniform of is choice, which said uniform may reflect the home team. 9. PARKING (a) CITY retains all rights and privileges and control of the parking facilities of the ORANGE BOWL, and areas adjacent which are owned and operated by CITY. (b) CITY shall furnish, however, without cost to - U.S.F.L., 125 parking passes for each of its games (of which 25 may be in Lot S-2) which passes may be distributed by U.S.F.L. to its staff, its guests, and game officials. These 125 parking passes must accommodate the needs for all of the aforementioned persons and groups. CITY shall in addition issue all parking passes necessary to accommodate press coverage of U.S.F.L.'s home football game. 10. TICKETS, TICKET MANIFEST AND TURNSTILES (a) The U.S.F.L. shall furnish to the Stadiums Administrator twenty five (25) tickets for each home game for promotional purposes for other stadium events. The CITY shall , permit the U.S.F.L. to use up to 2,500 tickets per game for complimentary purposes, all complimentary tickets issued in excess of 2,500 shall have a value equal to a like ticket price offered for sale to the General Public and shall be included in the calculation to determine gross ticket sales as described in Paragraph 4 of this Agreement. -10- z 84-325 (b) CITY may purchase up to sixteen (16) season t F tickets for all of U.S.F.L. games including any exhibition, F; play-off or Championship games for use of the CITY's V.I.P. Box located in the 3rd level Press Box. (c) The U.S.F.L. agrees to furnish tickets approved by the Stadiums Administrator and a ticket manifest for r each game is to be presented to the Stadiums Administrator within five (5) days of the conclusion of the game. (d) CITY agrees to use its best efforts to dis- courage scalping and other non -authorized sales of U.S.F.L.'s tickets in, on or about the ORANGE BOWL and the grounds adjacent thereto. (e) CITY shall provide an accurate count of attendance through the turnstiles of the ORANGE BOWL not later than the third quarter of each of U.S.F.L.'s games played in the ORANGE BOWL. 11. CONCESSIONS (a) U.S.F.L. acknowledges that it has no conces- sion rights during the term of this Agreement except as described herein, and except that U.S.F.L. reserves and at all times shall - have the sole right to control, sell, rent, or give away (or assign to others the right to do so) novelties and/or souvenirs which are U.S.F.L. related, game programs, yearbooks and other similar publications relating to U.S.F.L. (or any team in the U.S.F.L.). All income from the sale of the above shall accrue solely to the U.S.F.L. and City shall not engage in nor undertake the sale of any such articles without the written consent of the U.S.F.L. In this connection, U.S.F.L. shall have the right to place stands (at its own expense) for the vending of such articles at mutually agreed upon locations in and about the , ORANGE BOWL. The right reserved herein to U.S.F.L. regarding the sales of novelties and souvenirs is subject to the same not being in conflict with the existing Agreement between the CITY and Miami Dolphins, Ltd. regarding concession rights which said existing agreement expires on February 1, 1987. -11- 84-325 -- - - -- r. a ------------ (b) In accordance with its current agreement with Miami Dolphin's Ltd. the CITY will receive a total of 31% of the i gross (after sales taxes are paid) general concession sales made during U.S.F.L. games and a total of 35% of the gross (after sales taxes are paid) beer concession sales made during U.S.F.L. games. Upon receipt by CITY of its 31% of general concession revenue as described above the CITY shall pay to the U.S.F.L. an amount equal to six percent (6%) of the gross (after sales taxes are paid) general concession sales made during U.S.F.L. games and the CITY shall retain 25% of said gross sales. Upon receipt by CITY of its 35% of beer concession revenue as described above the CITY shall pay to the U.S.F.L. an amount equal to 6% of the gross (after sales taxes are paid) beer concession sales made during U.S.F.L. games and the CITY shall retain 29% of said gross sales. At all times during the term of this Agreement and any extensions of this Agreement (unless subsequently amended by other applic- able provisions of this Agreement) U.S.F.L. shall be entitled to receive at least 6% of the total gross (after sales taxes are paid) general and beer concession revenue derived from sales during U.S.F.L. games. (c) The CITY shall account to and pay to U.S.F.L. (or its assigns) such sums as shall be due to it from concessions not later than the thirtieth (30th) day following the event. 12. RISK OF LOSS (a) CITY shall not be liable for any loss, injury or damage to any personal property or equipment of the visting teams, or anyone whomsoever, during any times the ORANGE BOWL or other CITY facilities is under the control of and occupied by U.S.F.L. and all personal property placed or moved on the subject premises shall be at the risk of U.S.F.L. or the owner thereof. (b) U.S.F.L. agrees to save and hold harmless CITY in the event of any claim or legal proceeding, either in equity or at law, arising under this Agreement, or any tort lia- bility from the use by U.S.F.L. of the ORANGE BOWL premises, or other premises used by the U.S.F.L. and owned by CITY, for either -12- 54-325r U.S.F.L. shall not be responsible for any liability in connection with the willful or negligent acts or omissions of CITY's employ- ees, officials or authorized agents or for any claims arising out of any structural deficiencies of or improper maintenance of the ORANGE BOWL. If any claim, demand or legal proceeding is insti- tuted against CITY which arises under this Agreement or from the use of the ORANGE BOWL or other premises by U.S.F.L. covered by this indemnity, CITY shall, within 60 days after receipt in writing of such demand, claim or proceeding which has been insti- tuted or made against CITY, give written notice to U.S.F.L. specifying the nature of the demand or claim, and U.S.F.L. or its insurer may at its option defend, compromise, or settle such claim, demand or suit, with counsel acceptable to CITY. Notwith- standing, failure of CITY to give timely notice to U.S.F.L. as hereinabove provided shall not prejudice CITY's rights hereunder. 13. INSURANCE U.S.F.L. agrees, during the term of this Agreement, and any renewal or extension thereof, to obtain not less than •the following insurance coverages, and furthermore compliance by the U.S.F.L. of the requirements of this paragraph shall not relieve the U.S.F.L. of its liabilities and obligations under this para- graph or under any portion of this Agreement. (a) The U.S.F.L. shall secure and maintain in effect during the term of this Agreement a Comprehensive General Liability Insurance Policy or Policies, or their equivalent, with at least a combined single limit for bodily injury liability and property damage liability of $1,000,000 per occurrence. (b) In addition to premises and operations coverage the policy or policies shall include personal injury liability, products and completed operations liability, contrac- tual liability, premises medical payment, extended bodily injury coverage, and liquor liability coverage (where applicable). -13- 84-325 (c:) It is the intent of both parties to provide insurance coverage for all claims and legal actions arising out of any structural deficiencies or of improper maintenance of facilities being utilized by the U.S.F.L. It is understood that the U.S.F.L. insurance policies will provide for such coverage and that the CITY Will be a named insured on such policy or policies. (d) The policy or policies will contain an Agree- Y. ment that the insurer or insurers will not cancel or materially alter the coverage without at least 30 days written notice to the City of Miami. (e) It is the intent of this provision to provide primary insurance protection for the City of Miami for all operations covered by this Agreement. The U.S.F.L. shall each year provide a copy of the current policy or policies (prior to U.S.F.L. utilizing the ORANGE BOWL) to the Risk Management 'a Division of the Department of Finance as proof of insurance required by this section. 14. ALTERATIONS AND ADDITIONS U.S.F.L. agrees to make no alterations or additions to the physical structure of the premises, or additions thereto, except as provided in Paragraph 2(d) hereof, without the prior written consent of the City Manager of CITY, or authorization by the City Commission, and all additions, fixtures, or improvements which may be made to the premises by U.S.F.L. except furniture and equipment, shall become the property of CITY and remain upon the ORANGE BOWL premises as a part thereof, and shall become the property of CITY at the termination of this Agreement. 15. DAMAGE REPAIR U.S.F.L. agrees to repair any damage to the personal property and real property of the premises encompassed in this Agreement caused by any act of U.S.F.L., its agents, employees or other occupants, customers, spectators, or any person whomsoever, except upkeep of the turf of the football field. If the damage is not repaired within 10 days after notice is given to U.S.F.L., -14- 84-325 r then CITY is hereby authorized to make such repairs at the cost F and expense of U.S.F.L. U.S.F.L shall pay the City for cost so incurred within 10 days from the date of billing. 16. DEFAULT ' The prompt payment for games played of the amounts due ,i CITY, as provided in this Agreement shall be paid to the Director of the Finance Department within 15 business days following each game and the faithful performance of each of the terms and condi- tions of this Agreement are the conditions upon which this Agreement is made and accepted. In the event of any default on the part of the U.S.F.L. or violation of the terms and conditions of this Agreement or any part thereof, CITY is hereby authorized, at its option, to cancel this Agreement unless the default or violation is cured by U.S.F.L. within 60 days after written notice by the City Manager of such default or violation of the Agreement on the part of *_ U.S.F.L. Upon failure on the part of the U.S.F.L. to cure any and all defaults or violations of the terms and conditions of this Agreement within the 60 days of the notice of default or violation, or U.S.F.L. is not diligently pursuing the correcting of such default, the CITY may, at its option, declare this Agree ment terminated. 17. BANKRUPTCY If bankruptcy proceedings shall be begun by or against U.S.F.L. or its assigns and U.S.F.L. or its assigns are declared bankrupt before the end of the term of this Agreement, CITY is hereby irrevocably authorized, at its option, to cancel this Agreement, unless the U.S.F.L. shall, within 30 days after the U.S.F.L. or its assigns are declared bankrupt, notify the City Manager in writing that it assumes all of the obligations here- under. In addition, the Agreement may be terminated by either party hereto upon the dissolution of the U.S.F.L. or the dissolu- tion of the U.S.F.L. franchise located in Miami. -15- 84-325 1� 18 . PHYSICAL DAMAGE TO THE ORANGE BOWL No liability of any kind shall be incurred by either of the parties hereto should the ORANGE BOWL Stadium, during the s term of this Agreement become unfit for events to be played or staged therein because of any Act of God or public enemy. The CITY agrees to maintain the ORANGE BOWL during the term of and I any renewal or extension of this Agreement in a safe physical condition and suitable for the playing of professional football games. If the ORANGE BOWL Stadium is condemned or is so damaged due to fire, windstorm, or other catastrophe, and CITY decides not to repair or rebuild, either party may cancel, termi- nate, and declare this Agreement terminated. 19. STADIliM RENOVATIONS If prior to the commencement of the 1988 regular foot- ball season of the U.S.F.L. the CITY elects to renovate the k ORANGE BOWL in accordance with plans substantially similar to those proposed in connection with the $55,000,000 bond issue submitted to the voters of Miami on March 13, 1984, then not- withstanding anything contained herein to the contrary -the parties agree that this Agreement will be modified and amended in the following respects: (a) That commencing with the completion of said renovations the U.S.F.L. agrees to play all regularly scheduled home games of the U.S.F.L. at the ORANGE BOWL for a period of ten (10) years. Thereafter the U.S.F.L. shall have the option of renewing this Agreement on the same terms for four additional three year periods. (b) That both parties hereto acknowledge that the construction of said renovations to the ORANGE BOWL will cause , some inconvenience and it may become necessary for the CITY and U.S.F.L. to impose some reasonable restrictions upon the use of the ORANGE BOWL. However, said restrictions will not interfere with the U.S.F.L's right to play its regularly scheduled football season and that at all times during said renovations the ORANGE -16- 84-325 BOWL shall be able to seat at least 45,000 spectators at U.S.F.L. football games. Provided CITY complies with the above there pi shall be no reduction or abatement of the use fee nro,.,ded herein. (c) That the modifications and amendments as provided for in (a) and (b) above shall not become effective until such time as: (i) completion of renovations are made to the ORANGE BOW1; and (ii) the provisions of this Agreement con- cerning concession rights are amended to the satisfaction of U.S.F.L. and CITY; and (iii) such other amendments and modifications are made to this Agreement as are mutually agreeable to U.S.F.L. and CITY. In the event the conditions precedent as described in (c)(i), (ii) and (iii) are not completed then the term of this Agreement shall remain as described in Section 3(d) hereinabove. 20. INTEGRATED AGREEMENT This Agreement contains the entire understanding•be- tween the parties hereto and supersedes and makes null and void any previous existing Agreement between the CITY and U.S.F.L. and may not be modified orally or in any manner other than by an Agreement, in writing, signed by all of the parties to this Agreement, or their respective successors or assigns. 21. PARAGRAPH HEADINGS Paragraph headings of this Agreement are not a part of 3 the substance of this Agreement and shall have no effect upon the construction or interpretation of any terms, conditions or part of this Agreement. 22. PERSONS BOUND This Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns and shall be construed according to the laws of Florida. -17- S4-'-325 Ls . nun U15(:KIMINATIUN in connection with any work to be performed under this Agreement, U.S.F.L. agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, national origin or physically handicapped. The aforesaid provision shall include, but shall not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment *advertising; lay-off or termination; rates of pay or other form of compensation; and selection for training, including apprenticeship. U.S.F.L. shall have the exclusive right to determine whom it will admit to the ORANGE BOWL on the days U.S.F.L.'s home games are played therein except as provided in Pargraph 8(f) and (g) hereof. Provided however, U.S.F.L. and its employees shall not discriminate because of race, religion, sex, color, national origin or physically handicapped. 24. NOTICES It is understood and agreed between the parties hereto that written notice by registered mail, or delivered to: United States Football League 52 Vanderbilt Avenue New York, New York 10017 Attn: Commissioner with a copy to: t Stephen W. Arky One Biscayne Tower Suite 2800 Miami, Florida 33131 shall constitute sufficient notice to U.S.F.L., and written notice mailed by registered mail or delivered to: City Manager City of Miami City Hall Dinner Key Miami, Florida shall constitute sufficient notice to CITY to comply with the terms of this Agreement, except as either shall notify the other party of a change of address by registered mail. C3. 84-325 25. ASSIGNABILITY It is mutually agreed that this Agreement can be assigned in whole or in part to a corporation or other business entity approved by the U.S.F.L. and Football Partners, Ltd. Said assignee shall be responsible to faithfully perform all of the covenants of this Agreement. If the assignee fails to faithfully perform the obligations set forth in this Agreement, then the CITY shall serve notice of default as provided under Paragraph 16. The assignee shall execute and file with the City Clerk of the City of Miami, a document in form and substance satis- factory to the City Attorney of the City of Miami detailing the conditions of assignment from the U.S.F.L. to the assignee. This Agreement shall bind the U.S.F.L. and its succes- sors and assigns, and the heirs, assigns, administrators, legal representatives, executors or sucessors, as the case may be, of the U.S.F.L. and the CITY or its successor governmental body. This Agreement and the rights and obligations hereunder shall be fully assignable by the CITY. 26. MAJOR TENANT STATUS The CITY recognizes the U.S.F.L. as a Major Tenant at the Orange Bowl Stadium. The CITY also recognizes -the_ Orange Bowl Committee, the University of Miami and the Miami Dolphins as Major Tenants. On and after February 1, 1987 if either the University of Miami, the Miami Dolphins, the Orange Bowl Committee or any other Major Tenant user on a regular basis is, by contract, ordinance or resolution afforded use of the Stadium for admission tax, or any other means of calculating revenue to the CITY resulting from use of the Stadium of less than ten percent (10%) then and in that event this Agreement shall be modified so as to afford the use of the Orange Bowl Stadium to the U.S.F.L. for such lesser tax, percentage or amount. In addition, the CITY represents and warrants that from and after February 1, 1987 should any term or provision of this Agreement be determined by the U.S.F.L. to be less favorable then the -19- 84-325 ■ amended so as to accord the U.S.F.L. such rights at least as favorable as are granted to any other Major Tenant for the use of the Orange Bowl. In the event the Miami Dolphins do not elect to renew their existing Agreement with the CITY for the use of the ORANGE BOWL and the N.F.L. does not select a team to play in the ORANGE BOWL, then on and after February 1, 1987 the U.S.F.L. shall have a right of first refusal in scheduling and playing football during the months of August, September, October, November and December of each year for the remaining term of this Agreement. 27. AWARD OF AGREEMENT The U.S.F.L. warrants that they have not employed or retained any person employed by the CITY to solicit or secure this Agreement and that they have not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commis- sion, percentage, brokerage fee, or gifts or any kind contingent upon or resulting from the award of making this Agreement. The U.S.F.L. is aware of the conflict of interest laws of the City of Miami, Dade County, Florida and the Florida Statutes, and agree that they will fully comply in all respects with the terms of said laws. 28. WAIVER No waiver of any provisions hereof shall be deemed to have been made unless such waiver be in writing signed by the CITY. The failure of the City of Miami to insist upon the strict s performance of any of the provisions oR conditions of this Agreement, shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. 29. INDEPENDENT CONTRACTOR That the U.S.F.L., its employees and agents shall be deemed to be an independent contractor, and not an agent or employee of the CITY, and shall not attain any rights or benefits -20- 84-323 j under the Civil Service or Pension Ordinance of the CITY, or atly rights generally afforded classified or unclassified employees; further he/she shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and affixed their seals the day and year first above written. Attest: C1tY ClerYk I, Witnesses: Approved as to form and correctness: ity Attorney ORANGIA -21- THE CITY OF MIAMI, a municipal corporation of the State of Florida By: City Maneyer UNITED STATES FOOTBALL LEAGUE By: 194-w325