HomeMy WebLinkAboutExhibitMEMORANDUM OF AGREEMENT
BETWEEN
THE CITY OF MIAMI
and the
MIAMI SUPER BOWL HOST COMMITTEE
This Memorandum of Agreement ("Agreement") is entered into on this day of
_ , 2019, by and between the City of Miami, a municipal corporation of the State
of Florida (hereinafter, the "City") and Miami Super Bowl Host Committee, Inc. (hereinafter,
the "Committee").
RECITAL
WHEREAS, South Florida has previously hosted several National Football League Super
Bowls and related events and has once again been selected to host the Super Bowl in 2020; and
WHEREAS, the City has previously hosted, participated in, and assisted with various
community events for such national sporting events in a variety of ways; and
WHEREAS, in previous national sporting events involving the City, there have been
donations to the City, improvements to City -owned properties, and in -kind services provided by
the City; and
WHEREAS, once again, the City has been requested to host, participate in, and assist with
community events for Super Bowl LIV by the Committee; and
WHEREAS, the City's current Operating Budget includes five hundred thousand dollars
($500,000.00) ("City Contribution") as a contribution for Fiscal Year 2018-2019 from the City to
the Committee; and
WHEREAS, the Commission of the City of Miami, by Resolution R-19-0027, adopted
on January 10, 2019, directs the City Manager to execute an agreement to reflect the City
Contribution thereto and the uses of said City Contribution, hosting and participating in related
events, and to accept, if applicable, donations to the City including, but not limited to, permitted
improvements at City -owned venues and further authorized the City Manager to appropriate and
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make available the above -referenced City Contribution to the Committee under the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Committee and the City agree as follows:
TERMS
1. RECITALS: The recitals are true and correct and are hereby incorporated into and made
a part of this Agreement.
2. TERM: The term of this Agreement shall be for up to one (1) year commencing on
the effective date, which shall be when this Agreement is fully executed, and shall terminate on
February 28, 2020.
3. OPTION TO RENEW: The City shall have an option to renew the term hereof subject
to availability and appropriation of additional funds. City Commission approval shall not be
required for the renewal terms.
4. OPTION TO EXTEND: The City shall have an option to extend the term hereof for a
period of one (1) year, subject to availability and appropriation of funds. City Commission
approval shall not be required as long as the total extended term does not exceed one (1) year.
5. SCOPE OF SERVICES:
A. Committee agrees to provide the services as specifically described, and under the
special terms and conditions set forth in the Committee's "Scope Of Services" schedule,
(Attachment "A" hereto), which is incorporated by reference into and made a part of this
Agreement.
B. Committee represents and warrants to the City that: (i) it possesses all
qualifications, licenses and expertise required for the performance of the Services listed in
Attachment A; (ii) it is not delinquent in the payment of any sums due the City, including payment
of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City;
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(iii) all personnel assigned to perform the Services are and shall be, at all times during the term
hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will
_ be performed in the manner described in Attachment "A"._
6. COMPENSATION:
A. The amount of compensation payable by the City to Committee shall be based on
the availability of appropriated City Contribution funds provided, however, that in no event shall
the amount of compensation throughout the term of this Agreement cumulatively exceed five
hundred thousand dollars ($500,000.00).
B. Payment shall be made within thirty (30) days after receipt of Committee's proper
invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient
detail, to allow a proper audit of expenditures, should City require one to be performed.
7. OWNERSHIP OF DOCUMENTS: The Committee understands and agrees that any
information, document, report or any other material whatsoever which is given by the City to the
Committee or which is otherwise obtained or prepared by the Committee exclusively for the
City pursuant to or under the terms of this Agreement is and shall at all times remain the property
of the City. The Committee retains ownership of any information, documents, reports, or any
other material that was not developed exclusively for the City. Documents created by the
Committee for the City based on a boilerplate document will have joint ownership in that the
custom document will be owned by the City and the boilerplate will be owned by the
Committee. The Committee agrees not to use any information, document, report or material
produced exclusively for the City for any other purpose whatsoever without the written consent
of the City which may be withheld or conditioned by the City in its sole discretion. The Committee
will retain ownership of original boilerplate documents not produced exclusively for the City.
8. AUDIT AND INSPECTION RIGHTS:
A. The City may, at reasonable times, and for a period of up to three (3) years
following the date of final payment by the City to the Committee under this Agreement, audit, or
cause to be audited, those books and records of the Committee which are related to the
Committee's performance under this Agreement. The Committee agrees to maintain all such
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books and records at its principal place of business for a period of three (3) years after final
payment is made under this Agreement. All audits shall be subject to and made in accordance
with the provisions of Section 18-102 of the Code of the. City of Miami, Florida, as same may _be
amended or supplemented from time to time.
B. The City may, at reasonable times during the term hereof, inspect the Committee's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether the
services required to be provided by the Committee under this Agreement and Attachment "A"
conform to the terms hereof. The Committee shall make available to the City all reasonable
facilities and assistance to facilitate the performance of tests or inspections by City representatives.
All inspections shall be subject to, and made in accordance with, the provisions of Section 18-
1 00and 18-101 of the Code of the City of Miami, Florida, as same may be amended or
supplemented, from time to time.
9. AWARD OF AGREEMENT: The Committee represents and warrants to the City that it
has not employed or retained any person or company employed by the City to solicit or secure this
Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with,
the award of this Agreement.
10. PUBLIC RECORDS: Pursuant to the provisions of Sec. 119.0701, Fla. Stat., the
Committee must comply with the Florida public records laws, specifically the Committee must:
A. Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
B. Provide the public with access to public records on the same terms and conditions that the
public agency would provide the records and at a cost that does not exceed the cost provided
in this chapter of the Florida Statutes or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the Committee upon termination of the contract and
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destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements.
___ E. All records stored electronically must be provided.to the City_in a. format thatis compatible _
with the information technology systems of the City.
11. COMPLIANCE WITH FEDERAL, STATE & LOCAL LAWS: The Committee
understands that agreements between private entities and local governments are subject to certain
laws, codes, rules and regulations, including, without limitation, laws pertaining to public records,
conflict of interest, record keeping, etc. The City and the Committee agree to comply with and
observe all applicable laws, codes and ordinances as they may be amended from time to time.
12. INDEMNIFICATION: The Committee shall indemnify, defend and hold harmless the
City and its officials, employees, for claims (collectively referred to as "Indemnitees") and each
of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any 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 negligent performance by, or non-performance of the Services
contemplated by this Agreement (whether active or passive) of, the Committee or its employees
or subcontractors (collectively referred to as "Committee") or (ii) the failure of Committee to
comply materially with any of the requirements herein, or the failure of the Committee to conform
to statutes, ordinances, or other regulations or requirements of any governmental authority, local,
federal or state, in connection with the performance of this Agreement even if it is alleged that the
City, its officials and/or employees were negligent. Committee expressly agrees to indemnify,
defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which
may be asserted by an employee or former employee of Committee, or any of its subcontractors,
as provided above, for which the Committee's liability to such employee or former employee
would otherwise be limited to payments under state Workers' Compensation or similar laws.
Committee further agrees to indemnify, defend and hold harmless the Indemnitees from and
against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order,
rule, regulation, condition, or requirement, related directly to Committee's negligent performance
under this Agreement, compliance with which is left by this Agreement to the Committee, and (ii)
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any and all claims, and/or suits for labor and materials furnished by the Committee or utilized in
the performance of this Agreement or otherwise. This section shall be interpreted to comply with
Sections 768_28, Florida Statutes —.Committee's obligations to indemnify, defend and hold
harmless the Indemnitees shall survive the termination/expiration of this Agreement. The
Committee understands and agrees that any and all liabilities regarding the use of any
subcontractor for Services related to this Agreement shall be borne solely by the Committee
throughout the duration of this Agreement and that this provision shall survive the termination or
expiration of this Agreement, as applicable.
13. DEFAULT: If the Committee fails to comply with any term or condition of this
Agreement, or fails to perform any of its obligations hereunder, then the Committee shall be in
default. Upon the occurrence of a default hereunder the City, in addition to all remedies available
to it by law, may upon 15 days written notice to the Committee, if such failure is not cured within
such 15 day period, terminate this Agreement whereupon all payments, advances, or other
compensation paid by the City to the Committee while Committee was in default shall be
immediately returned to the City. The Committee understands and agrees that termination of this
Agreement under this section shall not release the Committee from any obligation accruing prior
to the effective date of termination. Should the Committee be unable or unwilling to commence
to perform the Services within the time provided or contemplated herein, then, in addition to the
foregoing, the Committee shall be liable to the City for all expenses incurred by the City in
preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the
City in the procurement of the Services, including consequential and incidental damages.
14. RESOLUTION OF CONTRACT DISPUTES: The Committee understands and
agrees that all disputes between the Committee and the City based upon an alleged violation of the
terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution,
prior to the Committee being entitled to seek judicial relief in connection therewith. In the event
that the amount of compensation hereunder exceeds $25,000, the City Manager's decision shall be
approved or disapproved by the City Commission. The Committee shall not be entitled to seek
judicial relief unless: (i) it has first received City Manager's written decision, approved by the
City Commission if the amount of compensation hereunder exceeds $25,000, or (ii) a period of
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sixty (60) days has expired, after submitting to the City Manager a detailed statement of the
dispute, accompanied by all supporting documentation (90 days if City Manager's decision is
subject to City Cormnission approval);_or (iii) City has_waived compliance with the -procedure set -
forth in this section by written instruments, signed by the City Manager.
15. CITY'S TERMINATION RIGHTS: The City shall have the right to terminate this
Agreement, in its sole discretion, at any time, by giving written notice to the Committee at least
five (5) business days prior to the effective date of such termination. In such event, the City shall
pay to Committee compensation for services rendered and expenses incurred prior to the effective
date of termination. In no event shall the City be liable to Committee for any additional
compensation, other than that provided herein, or for any consequential or incidental damages.
16. NONDISCRIMINATION: The Committee represents and warrants to the City that the
Committee does not and will not engage in discriminatory practices and that there shall be no
discrimination in connection with the Committee's performance under this Agreement on account
of race, color, sex, religion, age, handicap, marital status or national origin. The Committee further
covenants that no otherwise qualified 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 under any provision of this Agreement.
17. ASSIGNMENT: This Agreement shall not be assigned by the Committee, 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.
18. 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 notice given as 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.
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TO COMMITTEE:
Michael A. Zimmer,
President — — _
100 SE 2"d Street, Suite 2310
Miami, FL 33131
TO THE CITY:
Emilio T. Gonzalez,
City Manager 3500 Pan American Drive
Miami, Florida 33133
With copy to:
Victoria Mendez
City Attorney
444 SW 2"d Avenue, 9th Floor
Miami, Florida 33130
19. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in all proceedings shall be in Miami -Dade County, Florida and the parties agree
to the use of this venue. In any civil action or other proceedings between the parties arising out of
the Agreement, each party shall bear its own attorney's fees.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. 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.
D. 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.
E. 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.
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20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
.._hereto, their heirs, executors, legalrepresentatives,.successors,_or assigns..-
21. INDEPENDENT CONTRACTOR: The Committee has been procured and is being
engaged to provide services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, the Committee shall not attain, nor be entitled to, any rights
or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally
afforded classified or unclassified employees. The Committee further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to the
Committee and agrees to provide workers' compensation insurance for any employee or agent of
the Committee rendering services to the City under this Agreement.
22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability
of funds and continued authorization for program activities and the Agreement is subject to
amendment or termination due to lack of allocated and available funds, reduction or
discontinuance of funds or change in laws, codes, rules, policies or regulations, upon thirty (30)
days notice.
23. ENTIRE AGREEMENT: This Agreement and its attachments constitute the sole and
only agreement of the parties relating to the subject matter hereof and correctly set forth the rights,
duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
24. 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.
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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.
CITY OF MIAMI, a municipal corporation:
ATTEST:
Todd B. Hannon, City Clerk
APPROVED AS TO LEGAL FORM
AND CORREC
Victori
City At
"MI
ATTEST:
By:
Emilio T. Gonzlez, City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe
Risk Management Director
UI'ER BOWL HOST COMMITTEE, INC."
ACKNOWLEDGE AND
ACCEPTED BY TH r' C 1 MITTEE
By:
A. Zim ►-r,
Present/Aut rized Corporate Officer
S'-17I
(Corporate Seal)
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SCOPE OF SERVICES
The Committee agrees to provide the following services to the City of Miami:
MEDIA PROMOTION
Publish newsletters and marketing materials with City of Miami listed as an official
sponsor
Develop and publish press guide with City of Miami listed as an official sponsor
Develop and prepare comprehensive press information/promotional packages with City of
Miami Logo.
Solicit and coordinate special press coverage for Super Bowl events.
Maximize positive aspects of worldwide coverage for the City of Miami.
Implement a social media campaign promoting Super Bowl LIV and City of Miami as
hosts.
Hype Video featuring City of Miami has been created and has generated over 500 million
views and has been shared by the artist Pitbull on all of his social media accounts.
#liveitmiami has been trending on twitter and Instagram.
MARKETING AND COMMUNITY AND PUBLIC RELATIONS
Ensure that several signature NFL Events, such as; Super Bowl Live, NFL Honors and the
Host Committee Hospitality House will be held in City of Miami
City of Miami will Host Super Bowl Live at Bayfront Park. This will be a week long, free
event to all of the public.
Prepare and distribute sponsorship packages, Visitor's Guide, billboards, posters, website
and collateral materials in conjunction with the DDA and the Greater Miami Convention
and Visitors Bureau.
Come 2020, plans will be executed to convert the existing grass field to an artificial turf
field at Gwen Cherry Park.
Hosted Host Committee Kick Off Party at the Miami Tower in the City of Miami
Hosted over I50 representatives from the NFL at hotel Intercontinental for their annual 3
day production meeting.
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SMALL /LOCAL -BASED ORGANIZATION BUSINESS DEVELOPMENT
Develop and implement sfategies-to maximize the economic impact and participation of
small owned and local -based firms including, but not limited to implementation of NFL
Business Connect program
- The First Business Connect event was held at the Cambridge Innovative Center (CIC)
Miami, Located at 1951 NW 7th Ave.
Develop, publish, distribute a local business directory that is specifically tailored to Super
Bowl opportunities
- NFL Hotel room Block will generate an additional Revenue of $550,000 for participating
hotels in the City of Miami. *Compared to the rates on the same weekend on 2019 to the
Rates for the SB Week.
NFL HQ Hotel will be located in City of Miami at the Hotel Intercontinental by Bayfront
Park.
One of the NFL Team Hotels will be located in the City of Miami at JW Marriot Marquis.
NFL Honors will be held in the City of Miami at the Adrienne Arsht Center. This event
recognizes the NFL's best players and performances on the filed along with key community
contributions off the field.
HOSPITALITY
Solicit over 10,000 volunteers who will be trained to provide hospitality services at
contracted hotels, Airport Welcome Centers, Super Bowl Live, NFL Experience, and
Visitor Help Hotline (12-18 hours per day) * the main point of control of these volunteers
will be located in the City of Miami
Work with car rental agencies to ensure that visitors receive maximum service
The Host Committee Hospitality House will be held in City of Miami at the Miami
Tower. Top clients and/or prospects will find premium service and treatment.
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X
City of Miami
Emilio Gonz
x
Signature Page
ity Manager
iami Super Bowl Host Committee, Inc.
odney Barreto - Chairman
5 - r1- l ei
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CORPORATE RESOLUTION
The Board of Directors of the Miami Super Bowl Host Committee, Inc. (the "Committee")
adopted the following resolutions in accordance with the by-laws of the Committee;
RESOLVED, that the Corporation shall enter into an Agreement with The City of Miami -
Dade County (the "City") in the form attached (the "Agreement") providing for support of the
Corporation by the County and containing fiscal, administrative and service agreement
obligations; and it is further
RESOLVED, that the Chairman and President of the Corporation are hereby authorized
and directed to execute the Agreement on behalf of the Corporation and deliver it to the City; and
it is further
RESOLVED, that the officers of the Corporation are hereby authorized and directed to take
all such further actions and to prepare, execute, deliver and file such further agreements,
instruments, certificates and documents necessary to carry out and satisfy the purposes of the above
resolutions, and the taking of such actions and the execution of such documents shall be conclusive
evidence of the necessity and appropriateness and the authority for the taking of such actions and
the execution of such documents.
IN WITNESS WHEREOF, this I t day of IV , 20By: •
/ ' G
/% ��� / (sign)
Print Name: Bruce Jay Colan
TITLE: Secretary
#67362067_v3 14
MIAMI SUPER BOWL HOST COMMITTEE, INC.
Written Consent to Action Taken by the Board of Directors
The undersigned, constituting all of the members of the Board of Directors of Miami
Super Bowl Host Committee, inc. (the "Corporation") hereby set forth their written consent
to action taken without a meeting in accordance with Florida Statutes and the Bylaws of
the Corporation.
The following resolutions are hereby adopted:
RESOLVED, that the Corporation shall enter into an Agreement with The City of
Miami (the "City") in the form attached (the "Agreement") providing for support of the
Corporation by the City and containing fiscal, administrative and service agreement
obligations; and it is further
RESOLVED, that the Chairman and President of the Corporation are hereby
authorized and directed to execute the Agreement on behalf of the Corporation and
deliver it to the City; and it is further
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to take all such further actions and to prepare, execute, deliver and file such
further agreements, instruments, certificates and documents necessary to carry out and
satisfy the purposes of the abo c resolutions, and the taking of such actions and the
execution of such; document- s .11 be conclusive evidenceof the necessity and
appropriateness and the autho ity fo the taking of such actions and the execution of such
documents,
Rodne Barreto
Bruce a
Tom Garfinkel
Nat Moore
Stacy Ritter
William D. Talbert III
H67651253_v1
May4,2019
May/ 2019
May , 2019
May, .2019
May , 2019
May 2019
MIAMI SUPER BOWL HOST COMMITTEE, INC.
Written Consent to Action Taken by the Board of Directors
The undersigned, constituting all of the members of the Board of Directors of Miami
Super Bowl Host Committee, Inc, (the "Corporation") hereby set forth their written consent
to action taken without a meeting in accordance with Florida Statutes and the Bylaws of
the Corporation.
The following resolutions are hereby adopted:
RESOLVED, that the Corporation shall enter into an Agreement with The City of
Miami (the "City") in the form attached (the "Agreement") providing for support of the
Corporation by the City and containing fiscal, administrative and service agreement
obligations; and it is further
RESOLVED, that the Chairman and President of the Corporation are hereby
authorized and directed to execute the Agreement on behalf of the Corporation and
deliver it to the City; and it Is further
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to take all such further actions and to prepare, execute, deliver and file such
further agreements, instruments, certificates and documents necessary to carry out and
satisfy the purposes of the above resolutions, and the taking of such actions and the
execution of such documents shall be conclusive evidence of the necessity and
appropriateness and the authority for the taking of such actions and the execution of such
documents.
Rodn- Barreto
Bruce ay o
To ' . in el
Nat Moore
Stacy Ritter
William D. Talbert III
#67651253_vl
May 2019
May / , 2019
May /3, 2019
May , 2019
May , 2019
May ,_._, 2019
MIAMI SUPER BOWL HOST COMMITTEE, INC.
Written Consent to Action Taken by the Board of Directors
The undersigned, constituting all of the members of the Board of Directors of Miami
Super Bowl Host Committee, Inc. (the "Corporation") hereby set forth their written consent
to action taken without a meeting in accordance with Florida Statutes and the Bylaws of
the Corporation.
The following resolutions are hereby adopted:
RESOLVED, that the Corporation shall enter into an Agreement with The City of
Miami (the "City") in the form attached (the "Agreement") providing for support of the
Corporation by the City and containing fiscal, administrative and service agreement
obligations; and It Is further
RESOLVED, that .the Chairman and President of the Corporation are hereby
authorized and directed to execute the Agreement on behalf of the Corporation and
deliver it to the City; and it is further
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to take all such further actions and to prepare, execute, deliver and file such
further agreements, instruments, certificates and documents necessary to carry out and
satisfy the purposes of the above resolutions, and the taking of such actions and the
execution of such documents shall be conclusive evidence of the necessity and
appropriateness and the authority for the taking of such actions and the execution of such
documents.
Stacy Ritter
William D. Talbert III
H67651253 vl
May 2019
May / 2019
May, 2019
Maya, 2019
May , 2019
May „_, 2019
MIAMI SUPER BOWL HOST COMMITTEE, INC.
Written Consent to Action Taken by the Board of Directors
The undersigned, constituting all of the members of the Board of Directors of Miami
Super Bowl Host Committee, Inc. (the "Corporation") hereby set forth their written consent
to action taken without a meeting in accordance with Florida Statutes and the Bylaws of
the Corporation.
The following resolutions are hereby adopted:
RESOLVED, that the Corporation shall enter into an Agreement with The City of
Miami (the "City") in the form attached (the "Agreement") providing for support of the
Corporation by the City and containing fiscal, administrative and service agreement
obligations; and it is further
RESOLVED, that the Chairman and President of the Corporation are hereby
authorized and directed to execute the Agreement on behalf of the Corporation and
deliver it to the City; and it is further
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to take all such further actions and to prepare, execute, deliver and file such
further agreements, instruments, certificates and documents necessary to carry out and
satisfy the purposes of the above resolutions, and the taking of such actions and the
execution of such documents shall be conclusive evidenceof the necessity and
appropriateness and the authority for the taking of such actions and the execution of such
documents.
Tom Garfinkel
AC"
RITTER
Stacy Ritter
Digitally signed by
STACY RITTER
Date: 2019.05.16
20:22:06 -04'00'
William D. Talbert III
#6765I253_vl
May _, 2019
May/ 2019
May 2019
May , .2019
May Ito, 2019
May _, 2019
MIAMI SUPER BOWL HOST COMMITTEE, INC.
Written Consent to Action Taken by the Board of Directors
The undersigned, constituting all of the members of the Board of Directors of Miami
Super Bowl Host Committee, Inc. (the "Corporation") hereby set forth their written consent
to action taken without a meeting In accordance with Florida Statutes and the Bylaws of
the Corporation.
The following resolutions are hereby adopted:
RESOLVED, that the Corporation shall enter into an Agreement with The City of
Miami (the "City") In the form attached (the "Agreement") providing for support of the
Corporation by the City and containing fiscal, administrative and service agreement
obligations; and it is further
RESOLVED, that the Chairman and President of the Corporation are hereby
authorized and directed to execute the Agreement on behalf of the Corporation and
deliver it to the City; and it Is further
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to take all such further actions and to prepare, execute, deliver and file such
further agreements, instruments, certificates and documents necessary to carry out and
satisfy the purposes of the above resolutions, and the taking of such actions and the
execution of such documents shall be conclusive evidence. of the necessity and
appropriateness and the authority for the taking of such actions and the execution of such
documents.
Rodn Barreto
Bruce' Jay
Tom Garfinkel
Nat Moore
Stacy Ritter
1 e ,
William D. Talbert III
1167651253 v1
May ^, 2019
May`s; 2019
May _, 2019
May 2019
May 2019
May1o, 2019