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HomeMy WebLinkAboutExhibit 1USE AGREEMENT COCONUT GROVE EXPO CENTER (EXHIBITIONS) This Agreement is entered into this day of ,200_ by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Telemundo Network Group, LLC, a Delaware for profit limited liability company. ("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 those portions of the municipal facility owned by the City and known as the Coconut Grove Expo Center cross -hatched on Exhibit A(the "Facility") for the Permitted Use and during the Use Period, as the teinis are hereinafter defined, subject 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 the responsibilities and obligations of the parties hereunder. 2. PERMITTED USE: User shall be pelinitted to enter the Facilities for the purpose of presenting the Tsunami Relief Foundation (the "Event") during the Use Period and for no other purpose. 3. USE PERIOD: The Use Period shall consist of the periods for set-up and dismantle and for presentation of the Event. The period for presentation of the Event shall commence at 8:00 p.m., on the 15th day of January, 2005, and shall terminate at 9:00 pm., on the 15th day January, 2005. Unless otherwise agreed by the Director of Conferences, Conventions & Public Facilities (the "Director") or the Facility Manager (the "Manager") the setup period shall commence no earlier than 10:00 a.m. on the 1 1th day of January, 2005. Dismantle shall begin immediately upon the conclusion of the Event and conclude by 3:00 a.m. on the 16th day of January. 2005. Should User require a longer period for set-up and dismantle, the same may be allowed by the Director, in consideration of an additional fee. 4. USE FEE: The Use Fee shall be the sum total of the Basic Use Fee and the Additional Charges. The City has agreed to waive the Use Fee for the Event. The Basic Use Fee includes normal janitorial supplies, air conditioning during the Use Period, house lights for ordinary use and water for reasonable purposes. User understands and agrees that the use rates may change by amendments to the Code, effectuated by ordinance, from time to time. In addition to the Basic Use Fee, the City agrees to waive the Additional Charges, which shall include the payment of additional services and facility equipment (such as tables and chairs which must be rented from the Facility), all amounts due in connection with the Permitted Use, including all applicable taxes, including State of Florida sales tax, and all other amounts due by User under this Agreement. 5. PAYMENT OF USE FEE: [[NTENTIONALLY DELETED] 6. DEPOSIT: Upon execution of this Agreement, and as a condition to its effectiveness, User shall deliver to the City a deposit, in the amount of $2,500.00 to be held by the City throughout the Use Period. 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 Event. 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 Event and shall pay for all utilities, supplies or other services, except those which are furnished by the City. User shall consult with the Director to ensure that the Event shall be properly staffed and that staffing levels and security staffing are adequate to handle attending crowds. User's staffing requirements shall include: A. Security: Security staffing shall be provided by off -duty City of Miami Police officers and Firefighters and security guards. City of Miami Police Officers can only be acquired through the Special Events Detail, Miami Police Department, 444 S.W. 2nd Avenue, Miami, Florida 33130, (305) 579-6440. The security staffing requirements for an Event are based on factors such as the nature and layout of the Event, anticipated attendance, etc. The security staffing requirements for the Event are: 1 off -duty police officer(s), 4 security guards and TBD firefighters. City hereby waives the Additional Charges for security staffing. The security staffing requirements are subject to changes in accordance with the provisions of Section 13, below. B. Event Personnel: City shall furnish, at its sole expense the Event Personnel, which includes ticket sellers, ticket takers, ushering staff, stagehands, spotlight operators, musicians, projectionists, box office personnel, installation personnel. C. Additional Utilities, Services and Equipment: City agrees to waive the prevailing fee charged by the City for any utilities (such as electricity, air conditioning and water), or for other services provided by the City at the request of User. User understands and agrees that it is required to use Facility equipment, such as tables, chairs, etc., which are rented by the City to the User and that City has waived any Additional Charge, unless the User is using a Decorator, which supplies these tables and chairs. D. Staging: User shall provide and install, subject to the Director's approval, all staging and props, including special lighting, etc., at its own expense, as needed for the Event. E. Electrical Contractor: User shall provide all electrical contractors required under this Agreement. F. [Intentionally Deleted I 8. 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. Al! 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. 9. ATTENDANCE LIMITATION: A maximum attendance of 2,500 persons will be permitted for the Event. User represents and warrants that no more than 2,500 number of tickets will be printed. 10. 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. 11. CONCESSION RIGHTS: User understands and agrees that this Agreement shall not grant to the User any 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. 12. 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 to surrender the Facility to the City properly cleaned and in the same condition existing upon User's acceptance, reasonable wear and tear excluded. If the Facility is not properly cleaned to the City's reasonable satisfaction, then the City shall have the right to invoice the User for such additional cleaning. The cost of additional cleaning, as well as the cost of damage repairs, or any repairs necessitated as a result of the use of the Facility by User, shall be deducted from the Deposit. Any deficiency shall be paid by User upon demand. C. The City shall have the right to remove from the Facility, at User's cost and expense, any 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, 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 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, provided that such entry does not materially interfere with User's use of the facility. 13. FIRE AND POLICE: A. Fire: Promptly after execution of this Agreement, User shall provide two (2) copies of a diagram/floor plan of the proposed Event layout to the office of Fire Department Plans Examiner, 444 S.W. 2"d Avenue. 10th Floor, Miami, FI 33130. Similarly, prior to the commencement of the Use Period, User shall obtain and deliver to the Director, an Assembly Permit, and such other permits as may be required by the City relative to the Event. Fire department manpower requirements for the Event shall be as stipulated by the Fire Marshall and approved by the Director. B. Police: The Director, after full discussion with the User concerning the Event, 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 the Event. The number of security personnel provided in Section 7. A. above represents a good faith estimate of the security requirements for this Event. If, however, 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. City 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. 14. 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. 15. 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. 16. COMPLIANCE WITH APPLICABLE LAWS: User agrees 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. 17. 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 represent and warrants to the City that User shall abide by each, and shall not permit the violation of any, rule and regulation set out therein. 18. INDEMNIFICATION: User, during the time that the Facility is under the control of, or occupied by 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. 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. 19. RISK OF LOSS: User understands and agrees that the City shall not be liable for any loss, injury or damage to any personal property or equipment brought into the Facility by User or anyone whomsoever, during the time that the Facility is under the control of, or occupied by the User except to the extent such loss, injury or damage was the result of the City's negligence. All personal property placed or moved in the Facility shall be at the risk of User or the owner thereof. City 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 dismantle, whether or not the Facility is open to the general public. 20. 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: S1,000,000 Products/complete operations: $1,000,000 Personal/advertising injury: $1,000,000 Fire damage (any one fire): $ 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 prior to the commencement of the Use Period and throughout the term of the Agreement, as the insurance policies expire. Binders are not acceptable. 21. DEFAULT: If User fails to comply with any 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 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. 22. 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 21 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. 23. 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. 24. ASSIGNMENT: This Agreement shall not be assigned by User, in whole or in part, without the prior written consent of the City's, which may be withheld, or conditioned, in the City's sole discretion. 25. 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. 8 TO USER: TO THE CITY: Telemundo Network Group, LLC Coconut Grove Expo Center 2290 West 8th Avenue 2700 South Bayshore Drive Hialeah, Florida 33010 Miami, Florida 33133 26. SCHEDULING RESTRICTIONS: The City agrees that during the term of this Agreement, and provided that no event of default has occurred hereunder, the City shall not authorize the Facility to be used for the presentation of an event which, in the judgment of the Director, is substantially similar or competitive to the Event, within a period of 21 calendar days before and after the Use Period. 27. 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. This Agreement shall be construed and enforced according to the laws of the State of Florida. C. Title and paragraph headings are for convenient reference and are not a part of this Agreement. D. 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. E. 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. F. 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 properly authorized representatives of the parties hereto. 28. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 29. PUBLIC SAFETY: The City reserves the right, through its Facility Manager or his representative, to eject any objectionable person or persons from said Facility, and upon the exercise of this authority through the Facility Manager, his agents, or policemen, a User hereby waives any right and all claim for damages against the City. 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. 32. PROMOTIONAL TICKETS: User shall provide the Director, or his/her representative with fifty (50) promotional tickets for each event for the purpose of promoting the Facility for future events. Tickets to be turned in no later than prior to event. 33. USER: The User will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. The User shall have no recourse against the City, its agents, or representatives from the occurrence, non-occurrence or result of such inspection(s). Upon issuance of a notice to proceed the Consultant shall contact the Risk Management Department at (305) 416-1800 to schedule the inspection(s). 34. USER: User shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles 1 and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Consultant shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 35. CONFLICT OF INTEREST: User is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Miami -Dade County Ordinances, Chapter 2, Article l), and of the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said law. THIS AGREEMENT SHALL BE RETURNED TO THE CITY, PROPERLY EXECUTED BY USER JANUARY 13, 2005 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: "CITY" CITY OF MIAMI, a municipal corporation Joe Arriola, City Manager By: Priscilla A. Thompson, City Clerk Joe Arriola, Chief Administrator WITNESS: "USER" Telemundo Network Group, LLC, a State of Florida for profit corporation Signature: Emilce Elgarresta, Title: Senior Vice President, Entertainment Specials APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez, City Attorney Dania F. Carrillo, Administrator Risk Management Division APPROVED AS TO DEPARTMENTAL REQUIREMENTS: Christina P. Abrams, Director Conferences, Conventions & Public Facilities