HomeMy WebLinkAboutprevious revocable license agreement.. .J.) o.•t 1r_vJ
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Last Revision: September 13, 20C2
BAYFRONT PARK
REVOCABLE LICENSE AGREEMENT
THIS REVOCABLE LICENSE AGREEMENT hereinafter referred to as the "AGREEMENT-,
made this day of , 2002, by and between the Bayfront Park Management Trust, a
limited agency and instrumentality of the City of Miami, a municipal corporation of the State of Florida,
hereinafter referred to as the 'TRUST", and Unipro Group, a Florida for -profit corporation with offices
located at 7003 N. Waterway Drive, Miami Florida 33155, hereinafter referred to as the "LICENSEE".
RECITALS
WHEREAS, LICENSEE has approached the TRUST with its idea to promote an EVENT at
Bayfront Park, hereinafter referred to as the "PARK", and has proposed to enter into an Agreement with
the TRUST to use the PARK facilities; and
WHEREAS, this EVENT will draw the citizens of the City of Miami, hereinafter referred to as
either "City" or "City of Miami", and Miaml-Dade County to the PARK and Downtown Miami during the
holiday season and winter months; and
WHEREAS, during the period that LICENSEE will be using the PARK, more people will be
encouraged to visit the PARK, the PARK will continue in operation, will be available for use by the
citizens and other events will be sponsored in the PARK; and
WHEREAS, the TRUST adopted a resolution on March 25, 2002, directing the Executive Director
to enter into negotiations for the terms and conditions of LICENSEE promoting said EVENT in the PARK;
and
WHEREAS, the TRUST, by Resolution No, 02-046, adopted on July 29, 2002, authorized the
Executive Director to execute this Agreement and
WHEREAS, the Commission of the City of Miami, by Resolution No. _ adopted on , 2002, approved and authorized the TRUST, through Its Executive Director
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to execute this Agreement, under the terms and conditions set forth herein.
Now THEREFORE, in consideration of the Covenants and agreements hereinafter set forth, the
TRUST does hereby grant unto LICENSEE the privilege of entry upon or into the PARK for the purpose
of conducting a holiday theme park hereinafter referred to as the "EVENT", during the period set forth
below.
TERMS
1. 1*C1T
The recitals are true and correct and are hereby incorporated Into and made a part of this
Agreement.
2. USAL1rRIOD;
During the first year of this Agreement, the USE PERIOD will commence September 1, 2002 and
end no later than 12 midnight January 8, 2003. On September 1, 2002, LICENSEE will enter the
PARK for the lighting of trees. The Toad -in of the village component will commence November 4,
2002. The EVENT will open to the public beginning November 29, 2003. The load -out will terminate no later than 12 midnight January 8, 2003 a dand Gghting removal
completed no later than 12 midnight, February 1. 2003,
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c. CONTROL OF ACCESS:
LICENSEE hereby agrees that the staff and management of the TRUST have complete
control as to when EVENT is opened to the public during the TERM hereof.
d, SOUND CHECKS;
LICENSEE hereby agrees that there will be no sound checks before 5;00 pin on any
weekday (Monday through Friday) during the TERM hereof,
e. TIME OF EVENT:
EVENT hours during the USE PERIOD are to be:
Monday through Thursday 5 P.M. to 12 Midnight
Friday 5 P.M. to 1 AM.
Saturday and Sunday 1 P.M. to 1 A.M.,
though the PARK shall remain open to the public during the TERM hereof.
f. ALCOHOL WRIST BAND POLICY;
LICENSEE hereby agrees that if beer andlor wine are vended at the EVENT, LICENSEE
will use alcohol wrist banding staff to ensure consumers of alcohol are of the appropriate
age,
g. DISPENSING OF BEER AND/OR WINE AND NON-ALCOHOLIC BEVERAGES;
LICENSEE hereby agrees to dispense all beverage products in plastic or paper cups
only. No beverages are to be dispensed in bottles or cans.
LICENSEE hereby agrees to dispense a limit of 2 (two) beers and/or wine beverages per
person at time of purchase.
LICENSEE hereby agrees that beer and/or wines sales will stop 45 minutes prior to the
end of the EVENT.
6. EVENT:
The permitted uses of the PARK for the EVENT are an ice-skating rink, amusement rides, light
displays, live entertainment, games, food vendors and other concessions.
LICENSEE will be in charge of all lighting and sound requirements, LICENSEE will be in charge
of set-up and coordination of this EVENT. The production and talent costs of the EVENT wilt be
the responsibility of the LICENSEE and will be paid for by the LICENSEE.
7. CONDITI OF PRE ISES:
a. LICENSEE hereby accepts the PREMISES in its present condition and agrees to
maintain and return the PREMISES in the same condition.
b. Compliance with Environmental Laws:
LICENSEE represents and warrants that, during the TERM of this Agreement, it will not
use or employ the PREMISES, or any other City -owned property, to handle, transport,
store or dispose of any hazardous materials and that it will not conduct any activity on
PREMISES or City -owned property in violation of any applicable environmental laws.
$• SE F
a.
The USE FEE shall be the sum total of the BASIC USE FEE and the ADDITIONAL
CHARGE$. •
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fourteen (14) days after the completion of USE PERIOD and the amount of the deposit shall be
applied toward the payment of necessary repairs, if any, In the EVENT the amount necessary to
repair the damages exceeds the damage deposit then the LICENSEE agrees to pay the balance
to the TRUST, immediately upon the TRUST'S request.
LICENSEE further agrees that turf in PREMISES will be returned to pre -EVENT condition,
If any fee(s) or cost(s) are assessed against The City of Miami or the TRUST for the activities and
Operations of LICENSEE or arising from LICENSEE'S EVENT, the TRUST shall assess that fee
against LICENSEE, and the TRUST, et its option, may deduct such cost(s) or fee(s) from the
Damage Deposit.
10. TERMS OF PAYMENT:
Each year, LICENSEE shall submit payment of the USE FEE and Damage Deposit no later than
August 1 in the form of cashier's check, money order or cash.
11. BANNER PLACEMENT:
Placement of banners in the Bayfront Park Amphitheater shall be subject to TRUST approval. In
the EVENT that a new sponsor is secured by the TRUST, all banners must be hung above that
sponsor(s)' logo at the Bayfront Park Amphitheater.
12. TICKET:
There shall be no admission price or tickets sold for admission to the EVENT. The ANT shall
be free and open to the public.
13, ADVERTISING:
Alf advertising for the EVENT must refer to Bayfront Park 301 N. Biscayne Boulevard, Miami,
Florida 33132.
14, CONCESSION:
The TRUST and the Fire Marshall of the City of Miarni reserve the right to designate ail food and
craft booths and other concessions for the EVENT with proper and advance notification to the
LICENSEE.
15. SE tlIVTY:
TRUST shall provide, at LICENSEE'S Cost, all necessary security for the EVENT, to be
determined by the City of Miami Police department and the TRUST In its sole discretion.
LICENSEE agrees to pay for such costs.
16. CATERING:
LICENSEE, at its own cost, shall provide catering, all food and beverages for the EVENT and for
the cleanup of the designated food area(s). The TRUST retains the right to hire, at LICENSEE'S
cost and expense a Concession Coordinator, whose responsibility will be to coordinate of all
concession operators, Including, but not limited to, the adherence of ail State, County, Municipal
and TRUST health codes, rules and regulations.
17. PERMITS:
LICENSEE shall obtain all necessary permits, including but not limited to the required assembly
Permit from the Office of Fire Prevention as per Section'No, 19-3 of the Code of the City of Miami.
Fire Department manpower requirements shall be determined by the Fire Department at least 24
hours prior to EVENT, LICENSEE shall pay the City do Occupational License Division, Finance
Department, 444 SW 2" d Avenue, 4ei Floor, Miami, Florida 33130-1910 all applicable occupational
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The City has established a Minority and Women Business Affairs and Procurement Program (the
"MIWBE Program") designed to increase the volume of City procurement and contracts with
Blacks. Hispanic and Women -owned business. The MANSE Program is found in Ordinance No.
10062. LICENSEE understands and agrees that the TRUST shall have the right to terminate and
cancel this Agreement, without notice or penalty to the TRUST, and to eliminate LJCENSEE from
consideration and participation in future TRUST contracts if LICENSEE, in the preparation and/or
submission of the Proposal, submitted false of misleading information as to its status as Black,
Hispanic and/or Women owned business and/or the quality and/or type of minority cr women
owned business participation.
25. UTILITIES;
LICENSEE shall pay the cost of the utilities associated with the EVENT,
26. AUTHORIZED PERSONNEL:
The TRUST shell have authorized representatives with decision making authority, reasonably
available at ail reasonable times throughout the USE PERIOD for consultation with LJCENSEE.
27. RELATIONSHIP_9F PARTIES:
This Agreement shall not be deemed or construed to create any agency relationship, partnership,
or joint venture between the CiTY and LICENSEE or the TRUST and LICENSEE.
28.
Notices required under the Agreement shall be deemed to be given when hand -delivered (with
receipt therefore) or mailed by registered or certified mail, postage prepaid, return receipt
requested,
AS TO LICENSEE:
Nelson Albareda, President
Unipro Group
7003 N. Waterway Drive,
Suite 212
Miami, Florida 33155
AS TO THE TRUST
Timothy F. Schmand
Executive Director
301 N. Biscayne Boulevard
Miami, Florida 33132
With copies to:
Alejandro Vilarello, City Attomey
City of Miami
444 S.W. 2"° Avenue, Suite 945
Miami, Florida 33130
29. ILIMAGREEMENT iS NOT ASSIGNA6 .
The LICENSEE shall not assign this Agreement. LICENSEE shall not sell, assign this
Agreement, or any part thereof to any other party. The License granted by this Agreement is
personal to the LICENSEE, Any assignment of this Agreement contrary to the foregoing
provision, whether voluntary or Involuntary, shall be void and shall confer no right upon such
assignee, shall constitute a default under this Agreement, and shall result in an immediate
forfeiture of the rights of LICENSEE hereunder.
30. LE,Gil. PROC;EDiNGS;
In the EVENT the TRUST or the CITY institutes proceedings to collect any monies due to the
TRUST by LICENSEE pursuant to the TERMS of the Agreement, or to otherwise enforce the
Agreement, LICENSEE agrees to pay any and all reasonable attorneys fees and costs expended
in the collection or enforcement thereof Including appellate review at all available levels of review.
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of this Agreement shall not be affected therebyand shall continue to operate and remain in full
force and effect.
With regard to those provisions which do not affect the parties intent for this Agreement constitute
a license, 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 or limitation of its use.
36. U.S, ARMY CORPS OF ENGINEERS:
The United States of America, U.S. Army Corps of Engineers owns a portion of Bayfront Park and
has leased that portion to the City of Miami under a lease agreement dated August 16. 1990, and
this agreement is subject to the provisions of the lease between the Department of the Army and
the City of Miami.
37, ENTIRE AGREEMENT/AMENDMENT:
The Agreement constitutes the sole and entire Agreement between the parties hereto; no
alteration, amendments or modifications shall be valid unless executed by an instrument in writing
signed by all parties and approved by the TRUST.
38. N' ORITY TO EXECUTE AGREEMENT:
Each party represents to the other that it has the power to enter into the Agreement and that the
,, consent of no other person or entity is required in connection therewith, except as otherwise
provided, and the Agreement constitutes a valid and binding obligation of each party in
accordance with the TERMS hereof.
(INTENTIONALLY LEFT Bi..ANK)
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.ast Revision; September 13, 2002
CORPORATE RESOLUTION (sample)
Whereas, Unipro Group, desires to enter into an Agreement with the Bayfront Park Management
Trust substantially in the form of the Agreement to which this Resolution is attached;
Whereas, the Board of Directors, at a duly held meeting has considered the matter in accordance
with the By -Laws of the Corporation;
NOW, THEREFORE, BE IY RESOLVED BY BOARD OF DIRECTORS that this corporation is
authorized to enter into the Agreement with the Bayfront Park Management Trust and the President
(and/or) the Secretary are hereby authorized and directed to execute the Agreement In the name of this
Corporation and to execute any other documents and perform any acts in connection therewith as may be
required to accomplish its purpose,
IN WITNESS WHEREOF, this _ day of 2002,
Corporate Secretary
(Corporate Seal)
BY:
Nelson Aibareda, President
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