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HomeMy WebLinkAboutR-82-1029J-82--76 RESOLUTION N0. 8rc..``1C29 A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A LONG-TERM AGREEMENT WITH BALTIMORE ORIOLES, ItiC., FOR THE USE OF THE MIAMI BASEBALL STADIUM FOR TIIE PURPOSE OF IIOLDINr SPRING TRAINING PPACTICE AND MAJOR TEAGi'E EXHIBITION GAMES BY SAID MAJOR LEAGUE BASEBALL CLUB FOR A FOUR-YEAR PERIOD IN ACCORDANCE WITH THE TERMS AND CONDITIONS AS SET FORTH IN THE ATTACHED AGREEMENT. WHEREAS, the Baltimore Orioles spring training exhibition games draws thousands of spectators to the City of Miami and there- fore has significant impact on the economy of the City; and tIIET�Ef,', the City owns and operates the Miami Baseball Stadium, which is a dCSirable location for the presentation of the Baltimore Orioles spring training exhibition games; and t-%IIEREAS, the Baltimore Orioles have, for many years, staged their sprint, training practice and exhibition games at the Miami Baseball Stadium, and desire to continue having the use of the Stadium for the staging of their annual spring training practice and exhibi- tion games; and WIIEREAS, the City and Baltimore Orioles, Inc., are mutually desirous of entering into a long-term agreement for the purpose of holding spring trainingi practice and major league exhibition games at the Miami Baseball Stadium; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. That the City Manager is hereby authorized to enter into a long-term agreement with the Baltimore Orioles, Inc., for the use of the Miami Bzsehall Stadium by said major league baseball club for the purpose of holding spring training practice and major league exhibition games for a four-year period, in accordance with the terms and conditions as set forth in the attached Agreement. CITY COMMISSION MEETING OF Nov 19RKI tip C PA58ED AND ADOPTED this 4th day of Noveinber j 1982. CITY OF Filr1`:1, 1 Lc); :DA INTER-Of-FICE h;!:t'.c`;:,`,NDUM f If Howard V. Gary DATE Octc'3er 26, 1982 FILE City Manager SUP JECT Proposed Resolution Authorizing City Manager to Execute Agree- ment with Baltimore Orioles Cesar Odio '� 1� �.: � �'FFr7rF5 Assistant City Managerk� `` EN! Losljr+Es Draft Resolution and Attached Contract The Office of Stadiums recommends the adoption of a resolution authorizing the City Manager to enter into a long- term agreement with the Baltimore Orioles, Inc., for holding their spring training practice and major league exhibition games in Miami Baseball Stadium. The Baltimore Orioles have held their spring training at Miami Baseball Stadium for the past 24 years. The Club's exhibition games have drawn thousands of spectators to the City of Miami and have had a significant impact on the economy of the City. The Baltimore Orioles desire to continue their long association with the City of Miami and want to continue having the use of Miami Baseball Stadium to stage their annual spring training practice and major league exhibition games. The net revenue after expenses to the City from the Baltimore Orioles spring training operations over the years 1980 through 1982 was $6,713; $7,088; and $19,673, respectively. The $19,673 earned in 1982 came about because oreater efficiencies in staffing for each event have been realized, In addition, the Baltimore Orioles pay one of the highest per- centages of gross tickets sales as rent compared to other spring training facilities in the state of Florida. The attached agreement for the 1983 through 1986 spring training seasons has essentially the same terms as in recent years' agree- ments. cc: Law Department Alf } AaPrRMKMT TH19 AGREEMENT, made and entered into this day of , 1982, by and between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as "CITY"), and BALT1140RE ORIOLES, INC., a Maryland corporation, (hereinafter referred to as the -CLUB-). WITNESSETH WHEREAS, the CITY is the owner of the following described property, situate, lying and being in the City of Miami, Dade County, Florida, and more particularly described as follows to -wit: and; The South 903.68 feet of the W � of the NE 4 of the SE ; of Section 26, Township 53-S, Range 41 East, lying in Dade County, Florida, containing 14 acres; excepting therefrom the West 25 feet, the South 25 feet, and the East 25 feet thereof, used and to be used hereafter for public road and street purposes and purposes incidental thereto. WHEREAS, the said real property has heretofore been improved by the construction of a stadium thereon known as "The Miami Baseball Stadium", furnished with suitable land- scaping and furniture, fixtures and equipment, considered as a part of the improvements to said real property, all for the purpose of making said property usable as a sport stadium including parking facilities located thereon; which Stadium and facilities appurtenant thereto are more fully hereinafter described in Paragraph 2; and WHEREAS, the CLUB operates a Major League baseball team in the American League of Professional Baseball Clubs known as the Baltimore Orioles; NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained to be observed and performed, the parties do hereby agree as follows: 82-1029 Purpose The CITY hereby grants to the CLUB the privilege of using the Miami Stadium for the purpose of holding its spring training practice, try -out and exercise sessions, and the playing of pre -major league season exhibition games, all hereinafter referred to as "baseball events". 2. Stadium Premises (a) The Premises which the CLUB shall have the right to use under this Agreement shall include the entire playing area with all seating facilities for use of specta- tors, together with all lobbies, ramps, washroom facilities, other public areas necessary for the presentation of base- ball events, ticket booths, press box lounges (with the exception of the lounge on the East end of the press box overlooking the playing field), dugout lounges, together with furnishings, furniture and fixtures, club house facili- ties, and public address booth, (all hereinafter collec- tively referred to as either the "Stadium" or the "Pre- mises"), subject to the provisions of Paragraph 16 of this Agreement. (b) The Premises shall also include an area or space as mutually agreed upon between CITY and CLUB to be used by the CLUB for its offices, as stipulated in Paragraph 19 hereto. (c) The lounge (or box) on the East end of the Press Box structure has been specifically excluded from use by the CLUB, as hereinabove provided in Paragraph 2(a), and such lounge (or box) shall be reserved for use by the City of Miami as an "official City Box" during Baltimore orioles Spring Training. CLUB agrees that this official City Box may be utilized by CITY officials and their guests for viewing of Baltimore orioles spring training games, or events, and that the CLUB shall provide games tickets for 2 82-10z) the said official City Box, in a maximum amount of twenty (20) per game, to be purchased by CITY from CLUB upon notice from CITY of its desire to utilize the said Box. The price to be paid to the CLUB for such tickets shall be the same price which the CLUB shall charge for other box seats at the Stadium and payment shall be made to the CLUB at the time of purchase. Any and all notices of purchase shall be made on behalf of the CITY only by the Stadiums Manager, or his duly authorized representative. td) Also excluded from this Agreement are certain areas such as the communications equipment space; concession and Stadium Manager storage rooms; office space other than that allocated to the CLUB; and the concession office, commissary, and storage areas necessary or incidental to the operation of the concession stands. (e) In the event additional space is required for baseball facilities by the CLUB, said space shall be made available, if feasible, by the City Manager or his designee. 3. Term (a) The CITY hereby grants to CLUB and the CLUB hereby accepts from CITY the non-exclusive right to use the Stadium during the 1982 "spring training season", as said term is hereinafter defined in Paragraph 3(b). The CLUB shall have the right to use the Stadium for baseball events of the Baltimore Orioles, as hereinabove referred to in Paragraph 1, on those dates when the Baltimore Orioles shall be scheduled to hold practice, try -out and exercise ses- sions, play pre -major league season exhibition games, or the Baltimore Orioles shall be conducting other baseball events deemed by the Stadium Manager to be suitable for the Pre- mises. Except for those dates on which the CLUB shall be - using the Stadium, the Stadium may be used by others as hereinafter provided iA Paragraph 16. - 3 82-1029 (b) The "spring training season" of the Baltimore Orioles shall be deemed by the parties to this Agreement to commence on rcbruary loth of each year during the term hereof and shall terminate on April 7, or on the day imme- diately next succeeding the date of the last such practice session (or pre -season exhibition game, as the case may be) held at the Stadium prior to the opening of the Major League Baseball Season, whichever date is later. (c) In the event this Agreement is not terminated as in this -Paragraph 3(c) provided, the CLUB shall have the option to renew this Agreement, from year to year, up to and including the spring training season of 1986 provided that the renewal for each such year must be made by notice, in writing, given to the City Manager of the City of Miami at least thirty ( 30 ) days prior to July 1, 1982, for the 1983 spring training season, and at least thirty (30) days prior to July 1 of any succeeding year for the next ensuing spring training season. however, in the event the City Commis- sioners of the City of Miami authorize the sale or transfer of the Premises, or in the event the Premises are needed for a municipal purpose other than baseball, or in the event that the CITY desires to use the Premises for other than staging stadium events, the CITY or its successor shall have the right to vitiate such renewal option and terminate this Agreement with respect to any of the said spring train- ing seasons, provided the CITY or its successor shall have given the CLUB written notice of such termination at least thirty (30) days prior to November •1, 1982, for the 1983 spring training season, or July 1 of any succeeding year for the next ensuing spring training season during the term hereof and CLUB agrees to vacate the Premises within thirty (30) days from the date of receipt of such notice. Any such notice of vitiation and termination received by the CLUB 82--1029 a subsequent to October 1, 1981, as to the 1982 spring train- ing season, or subsequent to July 1, of any succeeding year from the next ensuing spring training season during the term hereof shall be ineffectual to terminate this Agreement (should the CLUB have exercised its option to renew) for such spring training season. (d) Nothing contained in this Paragraph 3 shall be construed as vesting in the CLUB the exclusive control and dominion of the Stadium, but merely granting to the CLUB the right to the unobstructed use thereof during those dates when the Baltimore Orioles shall hold baseball events as hereinabove referred to in Paragraph 1 during the 1982 spring training season and any subsequent spring training season for which the CLUB shall have exercised its option, as hereinabove provided. 4. Fees and Charges for Use (a) For the right to use the Stadium as herein provided the CLUB shall pay to the CITY a sum equal to twenty-one (21%) percent of the "gross stadium receipts" obtained by the CLUB from any event for which the public pays to be present during the term of this Agreement. The total sum paid by the CLUB to the City for each spring training season covered by this Agreement shall not, how- ever, be less than the actual costs reasonably incurred by the CITY in operating the Stadium for the CLUB's events, as hereinafter provided in Paragraph 8, during such spring training season. If the total revenue received by the CITY from the CLUB, as in this Paragraph 4(a) provided, shall be less than the actual costs reasonably incurred by the CITY in operating the Stadium for the CLUB's events during such season, the CITY shall submit to the CLUB an invoice for the shortage, together with a verification of all such costs, at the end of the spring- training season and the CLUB hereby 5 82-1029 agrees to promptly remit payment for the amount invoiced. CITY hereby represents that the types of cost for operating the Stadium for the CLUB's events shall be consistent with such types of cost charged for operation incurred by the CITY in previous years. 0 (b) For the purpose of computing and determining the amount due the CITY, the term "gross stadium receipts" is defined to mean the gross receipts received by the CLUB from admissions (excluding State of Florida sales tax remit- tances, any tax which may be imposed upon this Agreement by the City of Miami through a local admissions tax, if any; and Federal and State admissions taxes, if any) for all games played at the Stadium by the Baltimore Orioles for which the public pays to be present during the term of this Agreement. If any new tax legislation is adopted which adversely affects the CLUB, then the CLUB shall also have the option of terminating this Agreement with the CITY within thirty (30) days after adoption of said legislation. 5. Nature and Construction of Agreement Notwithstanding anything contained herein to the contrary whatsoever, this Agreement is not intended to create, nor shall it be construed as creating or consti- tuting, a lease between the parties or vesting any leasehold estate in CLUB or establishing the relationship of landlord and tenant. 6. Nature and Extent of Charqes 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 considered only as fees and charges for the right to use the Stadium on the dates so used, as above set forth. 7. Advertising, Parkinq Facilities & Scoreboards (a) The CITY shall retain control and shall have It the exclusive right to place any and all advertising upon the Premises during any spring training season covered by this Agreement. (b) The CLUB shall have the exclusive right to sell scorecards and programs, the revenue of which shall be the sole property of the CLUB. (c) The CITY shall retain the exclusive right to provide for and control all parking facilities at the Sta- dium. (d) The CITY shall retain the exclusive right to operate and control all other activities not specifically granted and/or delegated to CLUB herein. 8. Operating Costs The CITY shall pay for all operating costs and expenses during the spring training sessions, games and events scheduled and accomplished by the CLUB hereunder; except for club house personnel, game officials, box office personnel, caterers, announcers, users, ticket takers, and ticket sellers. In this regard, the CITY shall furnish and pay for adequate police protection and other personnel necessary for the operation of the Stadium on event days in order to accommodate as well as protect the public during all home exhibition games for which a charge is made to the public to attend. CITY represents and warrants that the services to be provided by the CITY hereunder shall be consistent with those provided by the parties in previous years without any diminution in such services. 9. Maintenance of Stadium, Playing Field and Grounds (a) The CITY shall prepare the baseball field in a manner which will facilitate its being played upon, inclu- sive of appropriate markings, and shall deliver the field to the CLUB in a condition consistent with major league train- ing camp standards at such times as the CLUB is scheduled to 9 82"l��y use the Stadium. The CITY shall be solely responsible for maintaining the baseball playing and practice areas in a condition which meets with acceptable spring training major league standards and hereby agrees that such standard of maintenance shall be at least the same degree of maintenance which has been undertaken in prior years. The CITY shall be responsible for the employment and payment of all grounds- keepers and custodians as may be required in order to carry out it obligations under this paragraph, which shall include employment -and payment of groundskeepers and custodians for use during the CLUB's home exhibition games. CITY agrees that it will not book any event utilizing the field (except baseball events) between February 1 and February 20 of each year of this Agreement, unless the CLUB has granted its approval. (b) The CITY shall, at its sole cost and expense, maintain the scoreboard and its appurtenances and all other equipment located at the Stadium necessary for the utiliza- tion of the Stadium by the CLUB, as herein provided. The CITY will not be responsible to furnish any heavy or light motorized equipment to the CLUB unless such equipment is operated by CITY personnel. (c) The CITY shall deliver the Stadium to the CLUB on the first day of each spring training season during the term hereof in a clean and sanitary condition, but, subsequent thereto, the CLUB shall provide its own jani- torial service for the locker rooms, Press Box, office spaces, dugouts, lounges, ticket booths, and other areas utilized exclusively by the CLUB, and the CITY shall be solely responsible for clean-up of the public areas such as the grandstand, lobbies, ramps and rest rooms. The CITY shall also provide any necessary supplies for the afore- mentioned public areas.- 0 8 82-1029 (d) The CITY futther agrees that it shall be responsible, at its sole cost and expense, to keep the parking areas in good condition, maintenance and repair and to clear the said parking areas after every baseball event in which the CLUB is either involved or which the CLUB booked and, in addition, the CITY shall clean the entire 1 Stadium after any event that has been booked or scheduled by the CITY during each spring training season during the term hereof. 10. Utilities The CITY shall pay all electric, gas and water charges, and CLUB shall pay all other utility charges in- curred by the CLUB during the term of this Agreement, and any extension hereof. 11. Concessions The CLUB understands that the exclusive privilege for food and beverage sales at the Stadium has been granted by the CITY to a concessionaire. The CLUB, therefore, shall not be permitted to sell or permit the sale of any food and/or beverage in connection with its events without con- cessionaire approval. 12. Insurance by CLUB The lessee should obtain a comprehensive general liability insurance policy with at least a combined single limit for bodily injury and property damage liability of $1,000,000 per occurrence. This policy should include premises operations, products/completed operations, and contractual liability coverages. The CITY shall be named as an additional insured or as its interest may appear on the policies as recited in the Paragraph above. All insurance policies required above, shall be issued in companies authorized to do business under the laws 9 82-1029 i A of the State of Florida, and be countersigned by a local insurance agent or broker domiciled in Dade County, Florida. The minimum qualifications as to management and financial strength of the Insurance Companies are as follows: The Company must be rated no less than "A" as to management, and no less than "Class X" as to strength, by the latest edition of Best's Insurance Guide, published by Alfred M. Best Company, Inc., 75 Fulton Street, New York, New York. The lessee shall furnish Certificates of Insurance to the CITY prior to commencing an operations under this lease, which Certificates shall clearly indicate that the lessee has obtained insurance, in the types, amount, and classifications, in strict compliance with this Article. 13. Alterations and Additions (a) CLUB agrees to make no alterations or addi- tions to the physical structure of the Stadium without first obtaining the approval, in writing, of the City Manager, and any alteration or addiiton so approved shall be made at the sole cost of CLUB. The CLUB agrees to repair any damage resulting from CLUB's exclusive use of any fixtures, appliances, furniture or appurtenances of the Stadium caused by any act of the CLUB, other than normal wear and tear, or to pay or cause to be paid to CITY any bills incurred for such necessary repairs. (b) Additions, fixtures or improvements which may be installed by CLUB, except air conditioners, movable equipment, office furniture and furnishings, supplies, baseball equipment and any other items in the nature of personalty, shall become the property of CITY and ahall remain upon the Premises as a part thereof and shall be surrendered with the Premises upon the termination of this Agreement. CLUB shall supply and maintain its own air conditioners. 10 14& Assignability (a) The CLUB shall have the right, without prior approval or consent of the CITY, to assign and transfer this Agreement, or any portion of its rights to use the Stadium as in this Agreement set forth, to any parent, subsidiary or related company of CLUB. (b) In the event that the CLUB shall sell the Baltimore Orioles, the CLUB shall have the right to assign and transfer this Agreement, or any portion of its rights to the use of_ the Stadium as in this Agreement set forth, to such purchaser or purchasers, subject to the prior written approval of CITY and in accordance with the provisions hereinafter set forth in this Paragraph 14. (c) Except as herein set forth, CLUB shall not assign this Agreement, or any portion of its rights to the use of the Stadium as in this Agreement set forth, without first obtaining the written consent of CITY. (d) In the event that CLUB shall sell the Balti- more Orioles, CLUB shall, within thirty (30) days after receipt of approval of such sale by the American League, notify CITY of such approval, which notification shall be deemed to be a request to the CITY for its consent to the assignment and transfer of this Agreement to such purchaser or purchasers. (e) Whensoever the approval or consent by the CITY to any assignment or transfer shall be required here- under (including any assignment to a purchaser of the Balti- more Orioles), CITY shall within thirty (30) days following the date of any such request for approval, notify CLUB in writing of its decision to approve or disapprove any such x assignment or transfer and in the event that CITY shall disapprove any such assignment or transfer, it shall, in such written notification, explicitly state its reasons for such disapproval. Should CITY fail of refuse to notify CLUB of its approval or disapproval of any such assignment and transfer within said thirty (30) day period, it shall be conclusively presumed that such approval and consent has been granted by CITY. (f) The parties expressly agree, that notwith- standing any disapproval by the CITY and notwithstanding any provisions herein contained to the contrary, should the CLUB sell the Baltimore Orioles and such sale shall have been approved by the American League, then, in the event that CLUB shall have elected to renew this Agreement for the next succeeding spring training season, as hereinabove provided in Paragraph 3(c), CITY shall nevertheless permit such purchaser or purchasers to use the stadium in accordance with the terms of this Agreement, at the election of such purchaser or purchasers, for the said spring training sea- sons for which the CLUB shall have so elected to renew this Agreement. (g) In all cases where consent or approval of the CITY is required pursuant to this Paragraph 14, the consent or approval of the CITY shall not be unreasonably withheld. 15. Risk of Loss All personal property placed or moved in the Stadium by the CLUB shall be at the risk of the CLUB or the owner thereof, and the CITY shall not be liable for any damage to said personal property, unless said damages arise from the negligence or actions of the CITY or its agents, servants, employees or assigns. 16. Use of Stadium The CLUB shall furnish the City Stadiums Manager with its spring training schedule prior to the commencement of each baseball spring training season covered by this Agreement and any modifications or changes therein as may k 12 82--10"$. y occur; from time to time, thereafter: Except for those dates when CLUB shall be using the Stadium for baseball events, as hereinabove described in Paragraph 1, the CITY shall have the right and privilege of using and scheduling the Stadium for other events. It is understood that CITY will endeavor to protect the playing field during any event scheduled by it during the spring training season(s) and will remain mindful that it must deliver the field to the CLUB for training and playing purposes in the condition as hereinabove provided. 17. Radio and Television All radio and television broadcasts shall be under the control and the responsibility of the CLUB and any and all profit derived therefrom shall be the exclusive property of the CLUB. 18. Inventory On or before the date of actual use of the Stadium by the CLUB, as hereinabove provided, both parties agree that an inventory shall be made of all equipment and per- sonal property, and at the termination of this Agreement all said equipment and personal property shall be returned to the CITY in good and operable condition less only ordinary wear and tear. 19. Office Space CITY hereby grants to CLUB a right to utilize office space on the second floor of the "Tower" at the Stadium. City Manager shall provide CLUB with a minimum of four office areas which may be utilized by the CLUB, on a nam daily basis, for any day or any number of days as CLUB shall so desire during the term of this Agreement. There shall be no additional fee and charge made by the CITY to the CLUB for any such use of office space. 20. Ingress and Egress of CITY Authorized CITY employees shall have the right to 13 82-1029 ingress and egress at all times to the Stadium. Reasonable rules and regulations shall be prepared and drawn by the City Stadiums Manager assuring adequate security of the Stadium. No exceptions shall be made to the aforementioned rules and procedure for any CITY employees unless and until a written request shall be presented to the CLUB by the City Manager and/or the Stadiums Manager. 21. Books and Records The CLUB shall make available to the CITY and the CITY shall- have the right to inspect, at all reasonable times, the daily statement of tickets sold for CLUB events at the Stadium so as to determine gross stadium receipts, as hereinabove defined in Paragraph 4. 22. Payment For each spring training season covered by this Agreement, the CITY shall submit to the CLUB, at the con- clusion of that spring training season (or at such other time as may be specified by the CITY), an invoice for the amount due from the CLUB to the CITY for the use of the Stadium, as hereinabove provided in Paragraph 4, together with the verification of the actual costs reasonably incurred by the CITY in operating the Stadium for the CLUB's events for the period covered by such invoice, as herein - above provided in Paragraph 4(a). The CLUB shall, within ten (10) days from the receipt of said invoice, and said verification of costs, remit payment to the CITY in accor- dance with said invoice. All payments by CLUB shall be made to Director of Finance, P.O. Box 330708, Dinner Key, Miami, Florida 33133. 23. Non -Discrimination The CLUB agrees that there shall be no discrimina- tion as to race, color, creed or national origin in connec- tion with the use, maintenance and operation of the Stadium by the CLUB. 14 82-:1029 .- Y i 246 Employees of the CLUB The CLUB shall require its employees who come in contact with the public to be neat, clean, courteous and wear suitable identification by which they may be known and distinguished as employees of the CLUB. 25. Integrated Agreement , This Agreement contains the entire understanding between the parties hereto and supersedes and makes null and void any previous existing Agreement between the CITY and CLUB and may not be modified orally or in any other manner than by an agreement, in writing, signed by all of the parties to this Agreement, or their respective successors or assigns. 26. Notices Any written notice to be given under this Agree- ment shall be mailed or delivered to the following addresses: Notice to the Cit City Manager of the City of Miami City Hall P.O. Box 330708 (Coconut Grove Station) Miami, Florida 33133 Notice to the CLUB: Executive Vice President Baltimore Orioles Memorial Stadium Baltimore, Maryland 21218 27. Paragraph Headings Paragraph headings of this Agreement are not a part of the substance of this Agreement and shall have no effect upon the construction or interpretation of any terms, conditions or part of this Agreement. 28. 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. 15 82-1029 IN WITNESS WIiEREOF, the respective parties have here- unto caused these presents to be signed, sealed and deli= vered on the day and year first above written. ATTEST! RALPH G. ONGIE City Clerk ATTEST: Secretary REVIEWED BY: CITY OF MIAMI, a Municipal Corporation of the State of Florida By HOWARD V. GARY City Manager BALTIMORE ORIOLES, INC., a Maryland Corporation By 16 m4_1Uz"