HomeMy WebLinkAboutexhibit-1USE AGREEMENT
ORANGE BOWL STADIUM
This Agreement is entered into as of the day of , 2003 and
between the City of Miami, a municipal corporation of the State of Florida ("City") and
Caribbean Soccer Network, Inc., a Florida corporation hereinafter referred to as the "User".
In consideration of the mutual covenants and promises herein contained, the City hereby
grants to User the right, privilege and permission to enter into and upon the municipal facility
owned by the City and known as the Miami Orange Bowl Memorial (the "Facility") for the
Permitted Use and during the Use Period, as the terms are hereinafter defined, subject to the
terms and conditions set forth in this Agreement.
1. TERM: The term of this Agreement shall commence upon full execution hereof
and shall terminate upon fulfillment of all responsibilities and obligations of the parties
hereunder.
2. PERMITTED USE: User shall have the exclusive right to use the Facility for the
purpose of presenting one (1) soccer match ("the "Event") during the Use Period and for no other
purpose.
3. USE PERIOD: The Use Period ("Use Period") shall consist of the periods for set-
up and dismantling and for presentation of' the Event. There shall be one (1) Event day, on
November 16, 2003. The period for presentation shall commence at 7:00 a.m., and shall
terminate at 11:55 p.m., on each day of the Events ("Event Hours"). Unless otherwise agreed by
the Stadium Manager, the set-up period shall commence no earlier than 7:00 a.m., one day prior
to each Event period and dismantling shall begin immediately upon the conclusion of the Events
and conclude within twenty-four (24) hours thereafter. Should User require a longer period for
set-up and dismantling, or should User requires services of City personnel outside normal City
working hours, the same may be allowed by the Stadium Manager, in consideration of an
additional fee.
4. USE FEE: The Use Fee shall be the sum total of the Basic Use Fee, the Ticket
Surcharge, and the Additional Charges.
A. The Basic Use Fee ("Basic Use Fee") for the use of the Facility for the Event
shall be $5,000.00, exclusive of federal, state or locally imposed taxes payable upon the
admission price
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Basic Use Fee includes air conditioning, house lights for ordinary use and water during the
period commencing with set-up and concluding with dismantling of each Event, and stadium
lights during the Event Hours only.
B. The Ticket Surcharge ("Ticket Surcharge") is based upon the 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 computed as follows:
Price of Admission Surcharge
S 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. User agrees to record the
Ticket Surcharge as a separate item in the statement of accounts for each Event. User shall be
responsible for the collection of the Ticket Surcharge, which shall be held by User in trust for the
City. User shall pay to the City the Ticket Surcharge upon demand, and/or as soon as possible
after the conclusion of each Event, but in no event later than the last day of the Use Period. User
shall maintain all books and records pertaining to the Event available for City's inspection and
auditing as provided herein.
C. In addition to the Basic Use Fee and Ticket Surcharge, the User shall pay the
Additional Charges ("Additional Charges"), which shall include payment for Event Personnel
(as defined in Section 7A), additional services, equipment or other accommodations or materials
requested by and furnished to the User, all applicable taxes, including State of Florida sales tax,
and all other amounts due by User under this Agreement. Payment of Additional Charges shall
be due at the same time as payment of the Basic Use Fee and Ticket Surcharge.
5. PAYMENT OF USE FEE: User agrees to pay to the City the Use Fee as follows:
A. Reservation Deposit: The Reservation Deposit (the "Reservation
Deposit") shall be in the amount of $5,000.00, which represents 100% of the minimum Basic
Use Fee for the Event, and shall be paid upon full execution of this Agreement, and as a
condition precedent to its effectiveness. The Reservation Deposit shall be non-refundable,
except where the Event is canceled by the City under Section 23 A. below, or as a result of force
majeure.
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B. Balance of Use Fee: The balance of the Use Fee (i.e. the actual Use Fee minus
the Reservation Deposit) shall be paid as soon as possible after the conclusion of the Events.
C. Form of Payment: All payments from User to City shall be by cashier's check
or certified check drawn from a local bank. User understands and agrees that the Stadium
Manager, at his/her option, shall have the right to demand payment of all amounts due to the
City at the time of the closing of the ticket gates for the Events, but in no event later than ten (10)
days after the expiration of the Use Period. The moneys that are on hand, or held at all remote
ticket outlets, shall be deemed to be "on premises gate receipts" and shall be available to the City
to be applied against all amounts due the City.
6. DEPOSIT: Upon full execution of this Agreement, and as a condition precedent to its
effectiveness, User shall deliver to the City a deposit, in the amount of $5,000.00, to be held by
the City throughout the Use Period. The Deposit (the "Deposit") shall secure User's
performance under this Agreement and full payment of all amounts due hereunder, including the
cost of any damage repairs, replacement or restoration, payment of any Additional Charges; or to
defray any other unusual but reasonable expense borne by the City as a consequence of
presentation of the Events. The City shall return the Deposit, or the unexpended portion thereof,
to the User upon full satisfaction of all of User's obligations hereunder.
7. EVENT PERSONNEL, UTILITIES AND SUPPLIES: Except as otherwise
specifically provided, User shall be responsible for the staffing of the Events and shall pay, as an
Additional Charge, all charges for Event Personnel, utilities, supplies or other services, required
in connection therewith, and not otherwise provided by City as provided herein, which include:
A. Event Personnel: User shall furnish, at its sole expense, the Event Personnel
("Event Personnel"), which are determined by User and the City to be reasonable necessary,
including ticket sellers, ticket takers, ushering staff, stagehands, spotlight operators, musicians,
projectionists, box office personnel, installation personnel, etc. Event Personnel also includes
City personnel, which shall be provided by the City at User's cost and expense, if in the
reasonable estimation of the Stadium Manager and User such personnel is required (the "City
Event Start"). City Event Staff includes, but is not limited to, event supervisor, janitorial staff,
office attendants, groundsmen, elevator operators, technicians, security staff, and all other
personnel necessary for the proper conduct of each Event. When such personnel is required, the
Stadium Manager shall, at least 72 hours prior to the commencement of the Use Period, advise
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User of such requirement, including the estimated hours of work and rates of pay of City Event
Staff.
B. Police: User shall be responsible for payment of police services required
for the Event. The Stadium Manager, after full discussion with User concerning the type of
Event and related activities, shall contact the City's Police Department to ascertain the level of
police and/or other security staffing necessary for adequate crowd control, traffic circulation, and
safety and/or other required security prior to, during and after each Event. At least 72 hours
prior to the Event, the Stadium Manager shall advise User of the security requirements, including
an estimate of the number of security personnel required, the estimated hours of work and
applicable rates of pay. User shall be responsible for the direct payment for police services upon
conclusion of each Event.
If, during the course of the Event, the City determines that security for the Event is
insufficient for proper crowd control, then the City may summon such additional officers as are
deemed necessary. User shall be responsible for payment of such additional security at the
applicable rate, which shall be the rate normally charged for such officer, depending on factors
such as whether the officer is off -duty or working overtime. In the event that off -duty police
officers are summoned, then the compensation shall be based on the greater of four (4) hours or
the actual time devoted to the Event, including "administrative" time, such as time devoted to
booking prisoners, etc. Payment of additional security shall be made upon the conclusion of the
Event.
C. Fire: Not later than fifteen (15) days prior to the commencement of the Use
Period, User shall provide to the Stadium Manager two (2) copies of a diagram/floor plan of the
proposed Event layout to the office of Fire Department Plans Examiner, 444 S.W. 2nd Avenue,
loth Floor, Miami, Fl. 33130. Additionally, not later than ten (10) days prior to the
commencement of the Use Period User shall obtain and deliver to the Stadium Manager an
Assembly Permit, and such other permits as may be required by the City, and of which the User
is aware, relative to each Event. Fire department manpower requirements for the Event shall be
as stipulated by the Fire Marshall and approved by the Stadium Manager.
D. Additional Utilities, Services and Equipment: User shall pay to the City, as
an Additional Charge the prevailing fee charged by the City for stadium lights required at times
other than Event Hours, or for other services provided by the City at the request of User, and not
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otherwise provided as set forth herein, such as the services of groundsmen, technicians and other
City personnel for services rendered outside of normal City working hours, including setup
and/or dismantling.
E. Cost Confirmation: At least five (5) days prior to the commencement of the
Use Period, the City shall provide to the User a "Cost Confirmation" sheet which shall describe,
to the extent known and available, the Additional Charges. User understands and agrees that the
Cost Confirmation represents the City's good faith estimate of the Additional Charges, but the
same may change in accordance with the provisions of this Agreement.
8. UNION REQUIREMENTS: User shall ensure compliance with all necessary
union requirements (if applicable), of which User is aware, in connection with the personnel and
services engaged for presentation of the Event. The City shall use its best efforts to inform User
of the terms of any trade or employee union agreement, written or oral, affecting all relevant
personnel or services used in connection with the Event.
9. PARKING: The City shall provide and control all parking for the Event. The City
agrees that charges to the public shall not exceed the usual and customary charges for parking at
the Facility, unless otherwise agreed. All parking revenues and all parking rights shall belong to
the City. If parking revenues are less than the cost to the City of operating the parking
facility(ies) for the Event, then User shall pay to the City the difference as an Additional Charge.
10. ATTENDANCE LIMITATION: A maximum attendance of 50,000 persons will be
permitted for the Event. User represents and warrants that no more than 50,000 number of
tickets will be printed.
11. ADMISSION AND TICKETS: All entry to the Facility on the Event dates shall be
by ticket only, purchased at the full ticket price established by the Uscr, except for employees of
User and City whose presence is required for the presentation of the Event and who have
received passes issued by User, or as otherwise provided by this Agreement.
All tickets shall be printed by a bonded printer, if feasible, and listed on a ticket manifest.
The ticket manifest, which shall specifically state the number of tickets printed and the serial
numbers, shall be presented to the Stadium Manager or his/her designee within sixty (60) days
following full execution of this Agreement. User shall prepare a complete box office statement
of all admission tickets sold or distributed as complimentary tickets. User shall have the right to
print and design the tickets, and place advertising thereon.
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City shall permit User to utilize a maximum of 2,000 total number of tickets, which User
is authorized to have printed for each Event as Complimentary Tickets for promotional purposes.
Complimentary Tickets issued in excess of the 2,000 limitation shall have a value equal to the
average ticket price offered for sale to the public and shall be included in the calculation of gross
ticket sales for determination of the Ticket Surcharge as described in Section 4 above.
12. GATE OPENING TIME: Doors shall open as advertised and as approved by the City.
All tickets and advertising shall indicate opening time. The City reserves the right to change or
adjust the door opening time as it deems appropriate based on crowd control conditions.
13. CONCESSION RIGHTS:
A. Food and Beverage Concessions: User understands and agrees that this
Agreement shall not grant to the User any food and beverage concession rights, which
belong to an exclusive concessionaire for the Facility. Accordingly, the sale of all food
or beverages except by the exclusive concessionaire is strictly prohibited.
B. Novelties and Merchandise: User shall have the exclusive right to sell, or
give away, all non -consumable merchandise of all types or descriptions, including but not
limited to, licensed merchandise, souvenirs, novelties, premiums, magazines and
programs at the Facility on each Event day. All concessionaires engaged by User for this
purposes shall be granted access to the Facility in order to deliver their supplies and
render their services. City shall provide sufficient space for such purposes. User shall
have the right to set prices (if any) for such merchandise, and shall retain all revenues (if
any) therefrom. Neither the City nor any of its agents, contractors or employees shall sell
or give away any such merchandise at, near, or around the Facility on Event days.
14. CONDITION OF FACILITY/REMOVAL OF USER'S EFFECTS:
A. User has inspected the Facility and accepts it in "as -is" condition. User agrees to
tear down and remove all of User's effects immediately after the Event.
B. User agrees that the cost ofdatnagtie repairs, or any repairs necessitated as a result
of the use of the Facility by User shall be deducted from the Deposit. The City shall have the
right to remove from the Facility, at User's cost and expense, any of User's effects remaining in
or on the grounds of the Facility at the end of the Use Period. Alternatively, the City may charge
the User for storage, at a rate equal to the lowest use rate available, per day, for each day or part
of a day that said effects remain in or on the grounds of the Facility. All amounts due by User
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under this Section shall be deducted from the Deposit and any deficiency shall be paid by User
upon demand.
D. The City shall have the right to enter upon the Facility at any time during the Use
Period, as it deems necessary.
15. AUDIT AND INSPECTION RIGHTS: The City may, at reasonable times, and for a
period of up to three (3) years following the expiration of the Use Period, audit, or cause to be
audited, those books and records of User which are related to this Agreement. User agrees to
maintain all such books and records at its principal place of business for a period of three (3)
years after expiration of the Use Period.
16. PUBLIC RECORDS: User understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to City contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public
to all documents subject to disclosure under applicable law. User's failure or refusal to comply
with the provisions of this section shall result in the immediate cancellation of this Agreement by
the City.
17. COMPLIANCE WITH APPLICABLE LAWS: User agrees to obtain all required
licenses and permits of which it is made aware by City and to abide by and comply with all
applicable laws, rules, regulations, codes and ordinances in the use of the Facility and/or
presentation of the Event.
18. RULES AND REGULATIONS FOR THE FACILITY: By execution of this
Agreement, User acknowledges that it has received and fully understands the "Rules and
Regulations for Use of City of Miami Municipal Facilities" which has been furnished to User
prior to the execution hereof. User hereby represents and warrants to the City that User shall
abide by each, and shall not knowingly permit the violation of any, rule and regulation set out
therein.
19. INDEMNIFICATION:
A. User agrees to indemnify and save harmless the City, including all the City's
volunteers, agents, officers and employees, from and against any and all claims, liabilities,
losses, and causes of action, which may arise out of User's activities under this Agreement,
whether caused by any action or omission of User or any of its employees or agents, or by any
person whatsoever acting for or on its behalf except where caused by the negligence or
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misconduct of City, its agents or employees. User further indemnifies the City as to all
liabilities, costs and expenses, including legal fees and costs, at all levels, incurred in the defense
and/or investigation of any such claims except where caused by the negligence or misconduct of
City, its agents or employees.
20. RISK OF LOSS: User understands and agrees that except were caused by the
negligence or misconduct of City, its agents or employees, the City shall not be liable for any
loss, injury or damage to any personal property or equipment brought into the Facility during the
Use Period by User or anyone whomsoever on User's behalf, during the time that the Facility is
under the control of, or occupied by the User. All personal property placed or moved in the
Facility during the Use Period shall be at the risk of User or the owner thereof. User further
agrees that it shall be responsible to provide security whenever personal property either owned
or used by the User, its employees, agents or subcontractors is placed in the Facility, including
any property or equipment necessary for set-up and dismantling, whether or not the Facility is
open to the general public.
21. INSURANCE: User shall obtain, at User's expense, and keep in effect during the
term of this Agreement, general liability insurance, in a comprehensive form, in the following
insurance limit amounts:
General Aggregate: $ 1 ,000,000
Products/complete operations: 1,000,000
Personal/advertising injury: $1,000,000
Fire damage (any one tire): $ 50,000
Liquor liability (where applicable): $1,000,000
Such insurance shall be written by insurance companies which are satisfactory to the City
and which are registered to do business in the State of Florida. All policies shall be endorsed to
name the City and its directors, officers, employees and agents, as additional insured, to provide
that the City shall be given thirty (30) days advance written notice of cancellation, and shall be
written on an occurrence basis.
User shall provide to the City certificates evidencing the required insurance coverage at
least thirty (30) days prior to the commencement of the Use Period and throughout the terns of
the Agreement, as the insurance policies expire. Binders are not acceptable.
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22. DEFAULT: if User fails to comply with any material term or condition of this
Agreement, or fails to perform any of its obligations hereunder, then User shall be in default.
Upon the occurrence of a default hereunder which us not cured within five (5) days after the date
of the default, the City, in addition to all remedies available to it by law, may immediately, upon
written notice to User, terminate this Agreement whereupon all deposits, payments, advances, or
other compensation paid by the User to the City shall be retained by the City.
23. CITY'S TERMINATION RIGHTS:
A. Termination for Convenience: The City shall have the right to terminate
this Agreement for convenience, in its sole discretion, upon at least 6 months written notice to
User. Additionally, the City shall have the right to cancel this Agreement at any time if, in the
exercise of its reasonable discretion, the City determines that the presentation of the Event, at the
scheduled time, is not in the best interest of the City due to circumstances beyond the City's
reasonable control.
B. Termination for Cause: The City shall have the right to terminate this
Agreement, without notice or liability to User, upon the occurrence of an event of default, as
described in Section 22 above.
C. Other Termination Rights: The City shall have the right to terminate this
Agreement in the event that the Facility is condemned, or in the event of its damage due to fire,
windstorm, catastrophe or other act of God, and the City decides, in its sole discretion, not to
repair or rebuild.
D. Return of the Deposit: Except where this Agreement is terminated for
cause, User shall be entitled to a refund of the Deposit, or so much thereof as has not been
applied, upon termination of the Agreement, after satisfaction of all amounts due by User
hereunder, if any.
24. NONDISCRIMINATION: User represents and warrants to the City that User does not
and will not engage in discriminatory practices and that there shall be no discrimination in
connection with User's use of the Facility or presentation of the Event on account of race, color,
sex, religion, age, handicap, marital status or national origin. User further covenants that no
individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital
status or national origin, be excluded from participation in, be denied services, or be subject to
discrimination in connection with the use of the Facility under this Agreement.
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25. ASSIGNMENT: This Agreement shall not be assigned by User, in whole or in part,
without the prior written consent of the City, which may be withheld, or conditioned, in the
City's sole discretion.
26. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by giving notice in the manner herein provided. Notice shall be
deemed given on the day on which personally delivered; or, if by mail, on the fifth day after
being posted or the date of actual receipt, whichever is earlier.
TO USER: TO THE CITY:
Charles Voight, Sr. Vice President
Caribbean Soccer Network, Inc
305 NE 125`h Street
Miami, Florida 33161
Joe Arriola, City Manager
444 Southwest 2nd Avenue,
Miami, FL 33130
Cc: Christina P Abrams, Director
Conferences, Conventions &
Public Facilities
400 SE 2"`I Avenue
Miami, FL 33131
Cc: Alejandro Vilarello, City Attorney
444 Southwest 2nd Ave. Suite 945
Miami, FL 33130
27. SPECIAL REGULATIONS: User agrees to comply with each of the following
Special Regulations:
A. Beverages: There shall be no bottles or cans of any sort brought into the
Facility during the presentation of the Event. User agrees to advise the public of this provision
by including this restriction in all advertisement for the Event.
B. Licensing Contract: User, for itself and on behalf of the artist or promoter of
each Event, represents and warrants to the City that all copyrighted programming to be presented
has been duly licensed or authorized by the copyright owners or their representatives. User
hereby indemnities and holds the City harmless from and against any and all claims, losses or
expenses that may arise in connection with the provisions contained herein.
C. Restriction for Plaving Field: User agrees to restrict all vehicles from the
grass and playing field. Any exception to this restriction may only be granted by the Facility
Grounds and Turf Manager for the Facility.
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D. Music License: User shall obtain a copy of the blanket BMI andlor ASCAP
license in connection with the Events. User represents and warrants that all BMI andlor ASCAP
fees for the Events 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 thereof.
28. MISCELLANEOUS PROVISIONS:
A. User shall identify the City in all promotional material and press releases prepared
or issued in connection with the Event. The City shall be identified as "The City of Miami,
Florida" or "Miami."
B. User shall provide to the City one hundred (100) promotional tickets for each
Event, for the purpose of promoting the Facility, which tickets shall not be included in the
Complimentary Tickets described in Section 11 hereof. Such one hundred (100) promotional
tickets for each Event shall not be subject to the Ticket Surcharge.
C. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
D. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
E. No waiver or breach of any provision of this 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.
F. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect.
G. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
property authorized representatives of the parties hereto.
29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
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ORANGE BOWL STADIUM PAGE 13
G. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
property authorized representatives of the parties hereto.
29. SUCCESSORS AND ASSJGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
30. ENTIRE AGREEMENT: This instrument, together with its attachments and all other
instruments incorporated herein by reference constitute the sole and only agreement of the parties
hereto relating to the use of the Facilities. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
31. COUNTERPARTS; This Agreement may be executed in two or more counterparts,
each of which shall constitute an original, but all of which, when taken together, shall constitute
one and the same agreement.
THIS AGREEMENT SHALL BE RETURNED TO THE CITY,
PROPERLY EXECUTED BY USER, NOVEMBER 7, 2003, AT 5:00
P.M. FAILURE TO COMPLY WITH THIS PROVISION MAY
RESULT IN THE CANCELLATION OF THIS AGREEMENT BY
THE CITY AND FORFEITURE OF ANY DEPOSIT, ADVANCE OR
PAYMENT MADE BY USER TO RESERVE THE USE PERIOD.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
written.
ATTEST:
Priscilla Thompson, City Clerk
Print Name: r h ;
t •Maui
"CITY"
CITY OF MIAMI, a municipal
corporation
By:
Joe Arriola, City Manager
"USER"
Caribhearr cer etwork, Inc.
By: d
Print N
Title: (,14 af i4cntOA 11 t R-t-t- i1 PoCT cFC.
�Ur
c m: AGREE .00T t 2, 2003
12
Approved as to Form and Approved as to Insurance
Correctness Requirements
Alejandro Vilarello Administrator
City Attorney Risk Management
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11/06/2003 09:35 3056437115
ORANGE BOWL STADIUM PAGE 15
CORPORATE RESOLUTION
WHEREAS, Caribbean Soccer Network, Inc., desires to enter into an agreement with the
City of Miami for the use of the Orange Bowl Stadium, and
WHEREAS, the Board of Governors 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 GOVERNORS that
Charles Voight, Sr. Vice President, is hereby authorized and instructed to enter into a contract, in
the name and on behalf of Caribbean Soccer Network, Inc. with the City of Miami upon the
terms contained in the proposed contract to which this resolution is attached.
DATED this`
day of : 1 VQ'11i' - Q t�
- Charms Voight, t,.�7ice President
Can can Soccer Network, Inc.
Hoc-. 5
, 2003.
cmAAGREE.00T_ 12, 2003
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