HomeMy WebLinkAboutExhibit 1SUPPLEMENT AND AMENDMENT NO. 7 TO THE USE AGREEMENT
FOR COCONUT GROVE EXPOSITION CENTER
This Supplement and Seventh Amendment ("Amendment #7") to the August 31, 2007
Use Agreement between the City of Miami, a municipal corporation of the State of Florida
("City") and TVIv1 Productions, Inc., a State of California for Profit corporation ("User") is made
and entered into this `yi' day of V,1-__ 2012.
Recita Is
A. On August 31, 2007, the City and User entered into a Use .Agreement ("Original
Agreement") for the Coconut Grove Exposition Center for the purpose of television and
commercial filming, andTelal:ed acuvrtiiETThereof.
B. Amendment 41 was executed to extend the initial use period beginning August I, 2008
and said extension expired on November 28, 2008.
C. Amendments #2, 43, 44, 45, and 46, successively, extended the use period of the
Agreement to October 31, 2012 (collectively, the Original Agreement and the
Amendments shall be referred to as the "Agreement").
D. The User has requested an additional twelve (12) month extension of the use period for
filming, despite not having received confirmation regarding a seventh season from Fox
Entertainment and/or the USA Network; despite the risk that the User may not receive a
seventh season, the User agrees to pay the guaranteed, non refundable annual use fee of
$450,000, or $37,500 per month, commencing November 1, 2012, up to and including
October 31, 2013. The State of Florida has designated User as a tax exempt entity, and
thus User is not required to pay any Florida sales or use tax pursuant to this Agreement.
A copy of the Certificate of Exemption is attached hereto as Exhibit '`A''. For the
avoidance of doubt, $37,500 i.s the all-inclusive monthly use fec and $450,000 is the all-
inclusive annual use fee.
E. The City shall allocate S27,500 of the $37,500 per month use fee collected, to support the
Coconut Grove Master Plan for the demolition of the Coconut Grove Exposition Center
and for park improvements; the City shall deposit the other $120,000 or $1.0,000 per •
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month of the use fee collected into an appropriate Special Revenue Account for use by
the City of Miami Police Department to be spent on marked vehicles, tasers, uniforms
and other assets the Chief of Police deems necessary and proper.
F. USER AGREES AND ACKNOWLEDGES THAT THIS REQUEST FOR AN
ADDITIONAL 12 MONTHS SHALL BE ITS LAST AND FINAL REQUEST
(AND/OR EXTENSION) TO USE THE COCONUT GROVE EXPOSITION CENTER,
AND USER SHALL NOT COME TO THE CITY REQUESTING ANY FURTHER
EXTENSIONS OR USE OF THE EXPOSITION CENTER, THE USER AGREEING:
THE CITY IS PROMOTING ITS FILM AND ENTERTAINMENT DISTRICT IN
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WYNWOOD AND .THE OMNI CRA'S MULTIPURPOSE ENTERTAINMENT
CENTER ("MEC").
G. The User agrees to use reasonable good faith efforts to shield its tractor trailers with
foliage, at its sole cost and care, to obscure the appearance of the trucks adjacent to the
Exposition Center from South Bayshore Drive, Pan American Drive, City Hall and the
Marina.
H. User shall be fully responsible for all utilities associated with the Exposition.Center, as
well as regular lawn and landscaping service (limited. to the same area maintained by
User during the previous use period), tree trimming (limited to the same area maintained
by User during the previous use period), pest control, fire alarm maintenance and
rnonatoring, fire exfinguisher servicing and other budding expenses, as the City may
require.
Paragraph l8 (Indemnification) of the Original Use .Agreement is modified as follows:
"During the tern of the Agreement, User agrees to indemnify and hold harmless the City,
its officials, its employees, officers, agents, volunteers, invitees, licensees, from- and
against any and all claims, liabilities, losses, damages and causes of action which arise
out of the User's activities and uses of the Coconut Grove Exhibition Center, whether
caused in whole or in part by any action or omission of User or any of its employees,
agents, contractors, subcontractors, vendors, invitees, licensees, or persons on the
premises, including trespassers, except to the extent caused by the City's, or the City's
officials, employees, officers, agents, volunteers, invitees, and licensees own willful
misconduct. User further indemnifies the City as to all liabilities, costs and expenses;
• including outside legal fees through appeal, for• all actions or inactions of the City,
including the active negligence of the City incurred in the defense and/or investigation of
any such claim or suit, except to the extent caused by the City's, or the City's officials,
employees, officers, agents, volunteers, invitees, and licensees own willful misconduct.
The User specifically acknowledges the Coconut Grove Exposition Center has not been
inspected or maintained by the City in many years, and specifically acknowledges it
neither possesses its 40-year certification, working plumbing or air conditioning, nor has
the City maintained the roof, and in accepting the premises, User absolves the City of any
and all liability to its employees, agents, invitees, licensees, spectators, trespassers and
uninvited guests who enter the premises, agreeing to hold the City harmless and
indemnify it against any claims by such persons or entities, except to the extent caused by
the City's own willful misconduct. The User agrees to maintain a non cost eroding
liability policy listing the City as an additional insured for the sum of Two Million
Dollars ($2,000,000) underwriting the hold harmless and indemnity term to this Usc
Agreement.
J. All terms and conditions found in the August 31, 2007 Original Agreement not altered or
changed herein shall remain the terms and conditions of this Supplement and Amendment
#7, as if stated so expressly herein, and attached as Exhibit "B".
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Now. therefore. in consideration of the covenants and agreements herein set forth and other
good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto intending to be legally bound, agree as follows:
1. The foregoing recitals are true and correct and are hereby incorporated in this
Agreement by reference.
2. The term of the use period as extended by this Supplement and Amendment #7 is
hereby extended to expire October 31, 2013.
3. The City shall allocate $330,000 or $27,500 of the. monthly use fee, commencing
November 1,, 2012 through October 31, 2013, for use solely to support the Coconut
Grove Master —Plan for—waterfront—park—imprcvernents-the—Gity—shall—deposit the
remaining $120,000 or $10,000 per month of the use fee on an annual basis into an
appropriate Special Revenue Account for the purchase of police equipment, including
but not limited to marked vehicles, Lasers; uniforms or other assets the Chief of Police
deems necessary and proper.
4. All other terms and conditions remain in effect in accordance with the Original:
Agreement.
USER:
TVM Productions, Inc. ,"•.
A a i o Califomia fpr rgfif corporation
BY:':\ y 1
Signature (by its authorization provided by
Its Corporate Resolution attached as
Exhibit "2"
ATTEST:
BY:
Priscilla Thompson
City Clerk
Approval as to correctness and form.
BY:
Julie 0. Bru
City Attorney
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CITY:
City of Miami,
a municipal corporation
BY:
Johnny Martinez, P.E.,
City Manager
Approved to Insurance Requirements:
BY:
Calvin Ellis
Risk Management