HomeMy WebLinkAboutExhibitUSE AGREEMENT
ORANGE BOWL STADIUM
This Agreement is entered into as of the day of , 2007 and
between the City of Miami, a municipal corporation of the State of Florida ("City") and Soccer
United Marketing, L.L.C., a Delaware limited liability company (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 the 2007 Gold Cup Tournament ("the "Event") during the Use Period and
for no other purpose. User shall also have the right to hold a pre -Event "Fan Festival". The City
shall in good faith work with User to find an appropriate area at or near the Facility (at no
additional rental charge to User) to hold such "Fan Festival." The area available should be
identified as the area in front of the scoreboard and/or inside the perimeter fence of the facility
and subject to Paragraph 13A. If parking areas are to be utilized, the User will be responsible to
pay for applicable charges.
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 three (3) Event days, on
June 6, 9, and 11, 2007. 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. In addition, each team competing in the
Event shall have the right to conduct a light one -hour practice at the Stadium, the day before each
game. Each team shall have access to the locker rooms during such scheduled practices. Such
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practices shall be scheduled at times mutually agreed upon by the parties. 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 the greater of $5,000.00 or ten percent (10%) of gross admission revenue for each Event,
exclusive of federal, state or locally imposed taxes payable upon the admission price, but no
more than $5,000.00 per Event day.
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
$ 1.00 to $ 14.99 $0.75
$ 14.99 to $29.99 $1.00
$30.00 and over $2.00
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 may include the ticket surcharge in the cost of the ticket. 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 72 hours of 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
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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 below, or as a result of force
majeure. In addition, User shall upon full execution of this Agreement, and as a condition
precedent to its effectiveness, deliver to the City a deposit, in the amount of $5,000.00, to be held
by the City throughout the Use Period. The City shall return the Deposit, or the unexpended
portion thereof, to the User upon full satisfaction of all of User's obligations hereunder.
B. Balance of Use Fee: The balance of the Use Fee shall be paid as soon as possible
after the conclusion of the Events, but in no event later than thirty (30) days following the last
Event day.
C. Form of Payment: All payments from User to City shall be by wire transfer,
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. NON -COMPETE. The City shall not permit another soccer game to be held at the
Stadium during the seven (7) day period prior to the first Event date and the seven (7) day period
after the final Event date. In addition, no event other than the Event shall be held at the Stadium
from June 5 — June 13, 2007.
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
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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 reasonably 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 Staff'). 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 sixty (60) days prior to the commencement of the Use Period,
advise 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 sixty (60)
days 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 reasonably 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
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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. 2"d 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
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 sixty (60) 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. User shall receive 200 complimentary parking passes for the Event.
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10. ATTENDANCE LIMITATION: A maximum attendance of 70,000 persons will be
permitted for the Event. User represents and warrants that no more than 70,000 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 User, 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, and for the working media and working broadcast partners who
have received passes issued by the 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.
City shall permit User to utilize a maximum of one thousand seven hundred and fifty total
number of tickets, which User is authorized to have printed for each Event day as Complimentary
Tickets for promotional purposes. Complimentary Tickets issued in excess of the one thousand
seven hundred and fifty 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.
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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 completion of the last Event
day.
B. CITY shall not be liable for any failure to perform its obligations where such
failure is caused by conditions beyond its control, including, but not limited to, Acts of Nature
(including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of
foreign enemies, events in foreign countries that affect the CITY and its citizens, hostilities
(whether war is declared or not), civil war, rebellion, revolution, insurrection, riots, street
celebrations or protests, military or usurped power or confiscation, terrorists activities,
nationalization, government sanctions or restrictions, blockage, embargo, labor dispute, strike,
lockout or interruption, or the failure of services such as electricity or telephone.
User agrees that 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. 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 under this
Section shall be deducted from the Deposit and any deficiency shall be paid by User upon
demand.
C. Subject to Section 14(B) above, the City agrees to provide User with a natural
grass soccer field suitable for an international soccer game. Such field shall be lined
appropriately for soccer and free from any logos or non -soccer markings. City shall also provide
soccer equipment including international standard goals, benches with bench shields and corner
flags. User shall have the right to inspect the field two weeks prior to the first event to verify
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compliance by City with this Section 14(C). `1'o the extent the field needs repairs, City shall
make such repairs one week prior to the Event. City shall not be responsible for any damage to
the field cause by the competing teams practicing on the fields prior to the Event.
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 he
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. City agrees to abide by and comply with all applicable laws, rules,
regulations, codes and ordinances in managing the Facility.
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. In the case where the terms stated in the "Rules and Regulations" are in conflict with
this Agreement, the terms in this Agreement shall be binding and enforceable, overriding the
terms in the "Rules and Regulations."
19. INDEMNIFICATION:
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A. User shall indemnify and save harmless the City of Miami andtheir officials,
employees and agents (collectively referred to as "Indemnities") and each of them from and
against all loss, costs, penalties, fines, damages, claims, expenses, (including attorney's fees) of
liabilities (collectively referred to as "Liabilities") by reason of injury to or death of any person or
damage to or destruction or loss of any property arising out of, resulting from or in connection
with (i) the performance or non performance of the services contemplated by this Agreement
which is directly or indirectly caused, in whole or in part, by any aet, omission, default or
negligence (whether active or passive) of User or its employees, agents, or subcontractors
(collectively referred to as "User"), unless this act, omission, default or negligence is solely
caused by the City of Miami or (ii) the failure of the User to comply with any of the paragraphs
herein or the failure of the User to conform to statutes, ordinances or other regulations of any
governmental authority, federal or state, in connection with the performance of this Agreement.
User expressly agrees to indemnify and hold harmless the Indemnities, or any of them from and
against all liabilities which may be asserted by an employee or former employee of User, or any
of its subcontractors, as provided above, for which the User's liability to such employee or
former employee would otherwise be limited to payments under state Worker's Compensation or
similar laws.
20. RISK OF LOSS: User understands and agrees that except where 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
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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 at
least thirty (30) days prior to the commencement of the Use Period and throughout the term of
the Agreement, as the insurance policies expire. Binders are not acceptable.
22. DEFAULT: If either User or City fails to comply with any material term or condition
of this Agreement, or fails to perform any of its obligations hereunder, then that party shall be in
default. Upon the occurrence of a default hereunder which is not cured within five (5) days after
the date of the default, the non -defaulting party, in addition to all remedies available to it by law,
may immediately, upon written notice to the defaulting party, terminate this Agreement. If User
is the defaulting party, all deposits, payments, advances, or other compensation paid by the User
to the City shall be retained by the City. If the City is the defaulting party, the City will return to
User all deposits, payments, advances, or other compensation paid by User to the City.
23. CITY'S TERMINATION RIGHTS:
A. 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.
B. 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.
C. 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
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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.
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. This Agreement may not be assigned by City in whole or in part, without
the prior written consent of the User, which may be withheld, or conditioned, in the User'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 overnight delivery (e.g., FedEx, UPS,
DHL), 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:
Nelson Rodriguez, Sr. Vice -President
Soccer United Marketing, L.L.C.
110 E 42nd Street, 10th Floor
New York, NY 10018,
Pedro Hernandez, City Manager
444 Southwest 2nd Avenue,
Miami, FL 33130
Cc: Laura Billberry, Director
Conferences, Conventions &
Public Facilities
400 SE 2nd Avenue
Miami, FL 33131
Cc: Jorge L. Fernandez, City Attorney
444 Southwest 2nd Ave. Suite 945
Miami, FL 33130
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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
indemnifies 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 Playing 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.
D. Music License: User shall obtain a copy of the blanket BMI and/or ASCAP
license in connection with the Events. User represents and warrants that all BMI and/or 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 and shall not count as gross admission
revenue. 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.
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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 Federal, State, and/or Local laws, 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.
29. SUCCESSORS AND ASSIGNS: 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.
No modification or amendment hereto shall be valid unless in writing and executed by property
authorized representatives of the parties hereto.
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. TEMPORARY ADVERTISING RIGHTS: Subject to Federal, State, County,
and City laws, orders, rules, codes and ordinances, and also subject to the University of Miami
Agreement dated June 1990, User may have the right to install or permit the installation of
temporary signage within or around the Stadium. If permitted, such signage shall include,
without limitation, field boards and other similar temporary signage at the field level. User shall
retain all revenues from such temporary advertising. In addition, at no additional cost to User,
User will also have the right to use the Stadium jumbotron and other similar scoreboards/matrix
boards for the purpose of temporary advertising as well as the public address system. User will
also have the right to run in -stadium promotions. User shall retain all revenues from such
temporary advertising.
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The City may not sell temporary sponsor advertising rights for the Event or allow
activation by existing stadium sponsors during the Event other than such existing sponsors
normal and customary rights (i.e., existing signage).
33. CONCACAF SPONSORS. City acknowledges that CONCACAF has an extensive
sponsorship program and that as part of its sponsorship program, CONCACAF is contractually
bound to provide certain sponsorship deliverables, including field boards, inflatables, ticketing
rights, onsite promotions, scoreboard mentions and public address announcements and further
including category exclusivity. City hereby agrees that CONCACAF shall be permitted to
provide the sponsor deliverables set forth on Schedule A as amended from time to time by
CONACACAF in its sole discretion (collectively the "Sponsor Deliverables") to CONCACAF's
sponsors. City will not enter into any agreements with any third party that would limit or
preclude CONCACAF's ability to provide to its sponsors the Sponsor Deliverables
34. BROADCAST RIGHTS. User and its designees shall have the exclusive right to
broadcast the Event worldwide and shall retain all revenues generated by such broadcast. Such
broadcast rights shall include, without limitation, television (over -the -air, cable, satellite or
otherwise), radio, and internet broadcast. User must abide by all Federal, State, and/or local laws
or regulations regarding any and all forms of broadcasting and shall indemnify and save harmless
the City of Miami and its officials, employees and agents from any and all violations of said laws
or regulations.
THIS AGREEMENT SHALL BE RETURNED TO THE CITY,
PROPERLY EXECUTED BY USER, FEBRUARY 1, 2006, 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
080612 Orane Bowl Gold Cup v2 chi 3-3O-O7.docAOREE-GOID-Q 4-R4- 0-7
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By:
Priscilla Thompson, City Clerk Pedro Hernandez, City Manager
"USER"
Soccer United Marketing, L.L.C.
By:
Print Name: Print Name:
Title: Title:
Approved as to Form and Approved as to Insurance
Correctness Requirements
Jorge L. Fernandez
City Attorney
LeAnn Brehm,
Risk Management Administrator
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CORPORATE RESOLUTION
WHEREAS, Soccer United Marketing, L.L.C.., 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
Nelson C, Rodriguez, Sr. Vice President, is hereby authorized and instructed to enter into a
contract, in the name and on behalf of Soccer United Marketing, L.L.C. with the City of Miami
upon the terms contained in the proposed contract to which this resolution is attached.
DATED this day of , 2007,
Nelson C. Rodriguez, Sr. Vice President
Soccer United Marketing, L.L.C.
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