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HomeMy WebLinkAboutR-77-0501RESOLUTION AI]T-laltalING_ T .:wCITY 'MANAGER: TO EXECUTE AN AGRErmt,.ENT 7ITIi THE '1IAI`i DOLPTiTNS,tLTb. FOR THE USE nF nRAN E firi ' ' 7h;RZA`L STADIUM I14 ACCORDANCE, '� ►.1. .1" 711r "°TE° MS � r AND 'CONDITIONS - CONTAINED IN THE ATTACHED COPY; OE:. A 21::.'.PAGE .AGREEMENT, PROVIDED THAT .CERTAIN ` AP2END' ENT S BE, MADE PRIOR TO s n.In , EXECUTION PLUS to elite an . agreement with the Mimiboo hihs t; Ltd dtio .1 .the dit :Maria et i§ heteby authori2ed to the tree of the . ia!i1i Orange :118 1 4.1e ioria : $tadiW in,.atOO dahce with the teems and Conlin an contained• in: the 21 ag0 `agreement dopy attadhed hereto; and::made a part. hef`ee i s provided that the fO1lou4ng amendments be `' , incorporated,-thereiryptiottO..,H. •eXedutiori: thereof At nn time during the lie of the;agreenent Shall the Miami bolplin:s ;Ltd.,. chalterige''t.he iegality `or constitutional tY., y litigation or othertiise, of the refer rice in said agreement, the use.o the -iods x" "taxes"as the terms.-; are used',: in said s.gteement: It the event anylitigation Is initiated .:by the Miami Dolphins, Ltd. or any otherparty, public or' private,`' challenging the validity or enforceability of the said agreementfor any reason or ground whatever, > the obligation' of the n iari - Dolphins , Ltd, to •pay the: equivalent amount of money to the` citya.f. Miami :. represented by:the ::amount of tax or taxes due under ,aid agreement shall con- tinue throughout the term of, this agreement. PASSED AND ADOPTED thi s_RJH _day of June, .1977- ATTEST: I;.. G. NGIE, CITY -CLEK REPARED AND APPROVED By: IIAURICE. A, FERRE r1AURICE A. FEREE, MAYOR ROBBERT F. CLAR} , ASSISTANT CITY ATTORNEY 7 PP 4O\1,ED AS TO FORM AND CORRECTNESS; / f.. C ORG .,F, aCNo% . , IP • — _ and H-6.6ivoati6I-Lbrganied:and • _ PAIITNERSIIIP is .he owner Of a tlati.onal Vootball League franchise qtantinq it the tight tO orgarlite and own a profeg'gional football team (the "MiAtir,OOLP14/N8"); • and' wflEAtAs, PARTNERSHIP desires to use the ,Miami orange Bowl Stadium (the "ORANGE BOWL), 1500 N.W, 3 Street, • . ' Miami, Florida, for the purpose of scheduling professional, football games between the MIAMI DOLPHINS and other members - of the National Football League, in order to present professional football to the people of Miami, Dade County, and the surrounding area; and WHEREAS, the Commission of the CITY has deemed it in the best interest of the electorate to authorize this agreement in order to provide the viewing public of this area the opportunity of witnessing regularly scheduled games of the MIAMI DOLPHINS with other National Football League professional football teams; and WHEREAS, the CITY shall be the hometown of the MIAMI DOLPHINS and all games scheduled to be played by the MIAMI DOLPHINS in Miami shall be played in the ORANGE BOWL; and • w.URAS, the opportunity of viewing regularly scheduled professional football games between the MIAMI DOIRliINS and other professional football teams will provide an adgitional attraction to the tourists visiting the area, as well 45 the citizen5 of the CITY, Dade County, and all Qf lor3c � iH t dit oh 'to pt�oV d 1 ' 0:1 h : publidiW ty televi it andbroadcastinit of thy' goes by not On teie kiisibh &yid radio stations; and 'WHEREAS,. . due to the cc t fti't tents ttlade ih " hi 4 reel -tent .b 'the CITY it would not be economically feasible • ..` ft3 the CITY to enter ihto this agreement unless'certain • guarantees on the per seat:tax are paid hereunder, acid the term and. Conditions as provided:herein are fully.and completely accepted by ' the , PARTNHt2SHIP; NON3 , THE REFORE, the pa>~ties hereto represent; covenant,, and agree as follows 1 PARTTNERSHIP is the owner of an eX Clusive franchise from the National Football League to organize, own and operate a professional football team in the City of Miami, Dade County, Florida, and the CITY, during the term of this agreement, shall be the hometown of such professional football team, and all regularly scheduled games to be played in Miami shall be played in the ORANGE BOWL. 2. (a) CITY hereby grants to the PARTNERSHIP, and PARTNERSHIP hereby accepts the exclusive use of the ORANGE BOWL, for the term consisting only of those days when the PARTNERSHIP schedules and plays professional football games during the 1976 regular football season as hereinafter defined and each succeeding regular football season through, and including the year 1986. The use by PARTNERSHIP of the ORANGE BOWL, shall include the use of the 4th and 5th floor levels of the "New" press box structure, excepting those areas used by stadium personnel in connection with stadium'`. operations; and PARTNERSHIP may also utilize the entire lower level or "old" press box structure, In addition, • PARTNERSHIP -shall, have the exclusive full time use (3G5 days per. year) of the t =rYet .wimlows. located at Gate Q the '',OR-NNGI{. J3QWI+, tog he? 444:0.:aoeoinpanlyiTig Qf f iOe acQ'a provided 'however* DAftT!,ittAttiti shall permit the UniverSity of Miami to Make ticket salefrom he ticket windows at date iA' oh the day of ahy University Of Miami home gate Ot ahy •football (jam° to be played in the ORANdt hOWL for which the University of Miami handles ticket saleand CITY shall •permit PARTN8tt88IP the use of the ticket wihdows at date 12• b1 such day as the OniVetSity of Miati iS Using the ticket windows at Gate 14. CITY shall provide security as deteritihed by din" s Police Oepattment ih connection with PARTNEfl8HIP ts use of the ticket Windows at Gate 14 and the accompanying off iCe space. • In addition CITY agrees to permit PARTNERSHIP' team to practice in the ORANGE BOWL from time to time upon request 'prOvided such practice will not otherwise interfere t is understood PARTNERSHIP will maintain,its own training with other scheduled events in the ORANGE BOWL and provided acilities elsewhere. (b) At anytime during the term of this Agree- ment that appropriate financing is approved for the construc- tion of a major new stadium facility within PARTNERSHIP's National Football League franchise area by any governmental unit or private agency or firm, PARTNERSHIP shall have the option to cancel this Agreement upon three year's written notice to CITY, provided however such cancellation shall not become effective until such Stadium is completed and ready for occupancy by PARTNERSHIP. (c) Subject to the agreed consideration and the priority events and other provisions specified in • paragraph 7 hereof, PARTNERSHIP shall have the right to schedule National Football League professional football games, including but not limited to, Pre -season and Regular - season League games, during each of the foregoing regular football seasons. PARTNERSHIP shall have the right to occupy and use the ORANGE BOWL only during the clays when •._SuCngaMeSHare,SCheduledand 'Played, subject te:the':OreviSI,OnS±:-... • ,„ „ • ref paragratih 2141 abode t ith respect tb the ti: Wide obis. at�d a6c6r450nyih 6 i..c, ,p e .oca er7 at date 1 ati tea l prac'ieesti the �►rt' 't ±60tL easonar of : `the Nat-ittlai ootball. Lea se shall °..,ri 3ee,�,w� ++ the parties to this ,..,,e me thet regularly scheduled y� �.y ,,yf i u s g - U to '+.. �31nt�.'Lta i.. wit 1aii0 iL� a re��te� games of the League, er Pre seasonof otherwise i and shall terminate .with . thz' last : nor plc` yoff .or non Championship football gazes to be p in the ORANGE BOWL bs+ the `IIt�3�I bOLP TINS . The ga: Ees to be ayed... in the ORANGE as provided in this agreement and subject to the priority , � events. and :ether-orovisions sp �.i..ied in paragraph 7 hereofi shall be scheduled to be played within each regular football season during the years hereinabove set forth. The term "regular football season as used in this agreement shall be construed to permit PARTNERSHIP to use the ORANGE BOWL only during the dates and times when football games are actually to be played, except as provided in paragraph 2(a) with respect to the ticket windows and [accompanying office spaceand team practices. Nothing herein is to be construed as vesting in PARTNERSHIP the exclusive control and dominion of the ORANGE BOWL but only vesting exclusive use during days when regularly scheduled games are played as provided in .this agreerneflt except as provided in paragraph 2(a) above with respect to the ticket windows andaccompanying office space located at Gate 14 and team practices (d) PARTNERSHIP agrees all regularly scheduled: }some games of the MIAMI DOLPiiIi S shall be played in the ORANGE HOWL during the regular football seasons for the Years 197E though 1986, subject to PARTNERSUIP's option to cancel- as provided in paragraph 2 (b) hereof . PARTNERSHIP RSHIP agrees to pay the, tax for 9 games in each regular football season whether or not r game 9 s are actual.lplayed inthe (=al EOWb 1 �'r 2 `�thi ilt sh i11 y to: l!I'' fob its � ;t a i• acne paied 'fo 11at4s a) IUting tha 1976 t'egulaf football seaseh a tag ec ual tcs * SJ016 mUltiplied by tho. htimber. of `seats ih the ORANGE ;COWL. for each regular football seasons game played iti the ORANGE LOWL.' 'I'he tag t computed on seats which retain utiso1d, shall be added to the ta on sea which tickets were sold for each regular season game playedin the ORANGE BOWL. boring the 1977. regular football season, a tax equal to .563295.multiplied by the number of seats in the ORANGE BOWL for each regular football season p1a edin the game ORANGE BOWL, The tax computed on seats which remain unsold shall be added to the tax: on seats for ,which tickets were sold for each regular season game played in the ORANGE. BOWL. If less than 9 regular football season games are played in 1977, PARTNERSHIP 'shall nevertheless pay CITY a:minimum total tax for . 1977 : of $382, 500. During the 1978 and subsequent regular football seasons, a tax equal; to .59643 multiplied by the number of seats in theAH ORANGE BOWL, -for each regular football sea -son game played in the ORANGE BOWL. The tax 'computed 'on seats which remain • unsold, • sal.l be added to the'•taw on scats o why cis to dots wee sold, for each 2ogular season gamo pl,ay d 121t e- ORANGE DOW/4., If leSs than 9 regular dtball :ssasa ejattites- €rt j1pie� And stib t befit; rears, ; lr,,t t t,thAgtItP Shall: t i3 erthelt s a ,_u thin. i iOrit to ll • tag: .:1618ticl ub c+gdent dears rsf ubsecueht` tbthe 19 . regular ' footha: . season CITY shall ` have the option but. shad not •be reciu rec :j •to `rene'gotiate these tar es provided ' CITY has Stith` the adVide and bonsent of R' tSIiII and prior to `commencement of that regular football : seasons substantially cotnpl.eted •• significant physical improvements; to the ORAi$0B. }30WL for which CITY has paid or is obligated to pay. such improvemnents, contemplate in particular the installation of chair seats in the stadium and enlarged and iinproved parking facilities, provided however, both parties must agree to such significant physical improvements to be made prior to a renegotiation of such taxes The amount of such renegotiated taxes' shall be agreed upon i. by both parties when agreement is reached as to the extent of such significant ` physical improvements and shall . take effect only .when such improvements are completed accepted by PARTNERSHIP. The "significant physical improvements ' above shall not include improvements or modifications made to the ORANCn B.3oWT ii the course ordinary 'maintenance or repair, which sham., he•; the all fes tandi' 'two of., the 'sham. such i ro OftiOte instolldtion'df aiy 6piac6ine s'tdtt for imptoe eFi'te t,ts rn e istetice . at the tit`e ;of this agreemenh;. stidhias ' the public addrds's system, , the. playthq sutfaoe or and` other ,tyste t or equipment in e. .stence at the dtte of this ageement, nor snail.such improvehents'{'. include any other installations which are presently required for the staging of the professional football games contemplated by this 'agreement`: �, The taxes: payable during. the term of this able ' a agreement shall bepayable to the Department of Finance, City of Miami, within 10 business days commencing with the day after each football game, has been played, and if, any 'taxes shall become due to the CITY for failure to play 9 games during any season suchtaxes shall be.payable .on o before -January ; lst'' of each season. 5` PARTNERSHIP agrees to -pay the cost of collection and reasonable attorney's fees on any part of the taxes due to. CITY under this agreement that may be collected by suit or by attorney after the same are past due and PARTNERSHIP has been notified in writing and has had the opportunity to correct any alleged default. 6. During the entire period covered by this agreement, and including any extension or renewal thereof, PARTNERS fIP shall furnish to' the CITY not later .than. May ' prior to the beginning of the regular football season of each of the Year . pf'ov .s eci In this agreement or as soon thereafter hs, the actual National. Football League. $ahedu .e ia received league, the fxoi tle Commissioner of . tie National f'oQtba,1 dates of rJRTN. RS1111'a s he442.e4football4+'1os . iii;N6t-14ter tl ah `'the f trial ragular ,Sdasr ii q utte- r s sdbh thereaftet?` a ''Mich dates ale ibWh tc PAti `Nitt8R p aha1 : £i rni.sh.. to tlV the. mates, atriy la mo€f, Ohahipio ishi or � 1 Strar: gattos• to be played • t5t4L,. whlhh datas shall hot '.donflat with the dates of . the ' priorit' '. ?aragraph 7 hereof •buring- the - tern of • this ateetrtent and ar y ekta Ati`r�tRSi#i' nsion br rehet,ial:thereof ,and CITY agree ttie ollowing nrgan'tat ens tints or other proVis,ion set ottt in shall have priority it- scheduling the following events to be played in the ORANGE BOWL: (a) The University of Miami for all of its regularly, scheduled football games (to be played, without limitation, on either Friday or Saturday) with other colleges and universities.' No University of Miani, home games however, shall'be'scheduled or played on Sundays :or -on any Saturdays after the second Saturday in the month of December of each year. If the University of Miami is required to `change anyscheduled event during any ` year for the purpose of:,participating participating in . a regional,;; sectional or national football game with another college University of Miami shall have to amend th e televised ,.the right its schedule as, to such ;game. to and 'including .May 1 of each year prior to the regular` football sea3on, and ;sha l'1 have the right to mond its schedule u at' any time fo :)it 'purpose 'o -participa .in9 ,r a regional, ,,octional or national teievised fpotlaa l game with another ..c tide when such change does 1 fiat d iff t ' i h aril :gahee.•*Ohed fied 'by RTMli ouciu)d noL recui 6 thb d e4tainc o a 44fft0on ehe satrie day ae AR�ERii?tii� ehal a Lt host efforts to oa'ue the, tJrtilersity ofY Miami to s) edule ,its h`dttte football. games,; Week when eVP,TNf ASSI s professional footle all dames are• stihediiled to be pla/,ed away front Miami (b) The Orangeo�il Oomfiittee for the 'grange • sot>1 Classio: to be played•;on fear bay, or the day ,before. or the : day `after New fear's Day in the -:event any New fear's Day falls on a Sunday or a day o• national mourning (c) Florida `. & M for the playing of the; Annual Orange 13,1ossom Classic;;provided however, that: such game is not scheduled to be played:on a Sunday or on any Saturday after the second Saturdayin the month of December of each year. (d) The public high schools of Dade County for scheduling football games on Thursday nights commencing September 15 and continuing through December 1 of each football season, with the right to `schedule football games on Friday and Saturday nights when such games are not �n'conflict, with .games to be scheduled and played by PARTNERSHIP nor with the otho events set Qrt.h n sub paragraph ) , fib) and. (o.) :of•this ,;paragrapt 7,: O:ii:04401;i0,6140dA00:0-4tyl- •• „ „ .„. „ „ " toVide eftiplov' the pettOrillel'Hiti' tuft • • • , . : durih'0$6nable titteSPr10• -!;t1tkiti.4'.the• footb111 •qamo (a) Ticket Taker (b) Tieket SelletS; () Ushers; (d) Properly qtalified Security fereeS as determined by the CITY'elide Department in addition. to the security personnel provided under paragraphs 2(a and 19 hereof; ) Properly authorized and qualified• traffic control personnel. CITY:.,-Shall'„also,:continue,its -regular -maintenance. • ,• :,•, comparable mariner Provided', forother regularly scheduled •••:, • -• fo�tball events at the ORANGE poIN7L'i .„ 9. • CITY shall furnish .-'a11,,stadiurn clean-up, electrical power and water necessary for the use and operation • of the ORANGE BOWL during the football games emcompassed herein. 10. PARTNERSHIP shall have the exclusive right, at PARTNERSHIP s expense, to operate the stadium' s public address system during PARTNERSHIP's home games provided • • • • . however such'public address system shall not beused for the • • dissemination of paid advertising without the consent of CITY. CITY shall not display advertising in the ORANGE BOWL during any period when PARTNERSHIP shall be entitled to the exclusive use of the ORANGE BOWL stadium as provided here- under, except through the scoreboard system, provided bowever, nothing herein shall obligate the PARTNERSHIP without its consent to advertise or sell at its concessions located in the ONO I3OWT, products or services advertise throng)) the scoreboard, 11, CITY retains 411 rights and privileges and centPD1 of the parking faeilities o the ORANGB DOVIL.„ 4nd arQas ad)4qent which Are owned b' CITY, CITY sh4-11 fnrnish ti dever., with t .host tt3 PNWeL40,htt#tt5, - fsses b oadh o its. car os �b„tahicti0na2 be in i;ot 4 whiph bsses`;; ,ay bb•`Aiatributed by PAi2TNeilgtlt ti its staf f f its guests and amo cif"f c als '1h se 1 5 par ing passes must : adobhThbdate the hoods of all Of the". a:ferementioncd reti `s. 1T' shall g p. i0sue all parking passes• necessary to accpmmodate•press �erage of co Pr�ittA814t TN6's home football games. .��. 12, Subject to a• sticgessful negotiation ;of. the provisions of a new concession agreement With PARTNERSHIP, the CITY agrees that the term of the new concession agreement'. will coincide with the term of this Agreement. 13." No permanent stands, booths, barrier or other facilities shall be constructed or permitted at or about the ORANGE BOWL by any user or sponsor thereof unless and until written permission has been obtained from the City Manager. Aa) The Concessio p Y. naire's em to ees, necessar o;eform the"Concessionaire's obl igation under its contract with the CITY, shall be admitted during the staging of these events'.` (b) Authorized ;CITY employees shall have the:. right of .ingress and egress to and from the ORANGE BOWL at any time except that, during football games held pursuant hereto only those employees who are actually performing services at that time and who have assignment identification shall be admitted to the ORANGE BOWL without payment of regular admission charges, and no public officials not actually performing services shall be admitted without admission tic};ets.. A list of such authorized CITY officials shall be provided to PARTNJ:RSIIIP at least 24 hours prior to the '.beginning of any game contemplated hereunder, 5, Subject to the provisions of this agreement, including paragraph 7 hereof, and in addition to those days when the ORA= POW J is used by the PAATNPRPHIP for the layjng of 'gaffes heroibefofe tirrividedd •to• te'�� 1 WL 'sha13 fie' made aVailabte to the team playing the . IE Ott• f Oi,f IN for the purpose of a workbiit• on the ORe\NGt• 13Ct L field the day prior -to all regularly scheduled football games of -the MII\MI DOLPHINS + providing such .workout does nod: cohfiict'with any other scheduled.event-on-the•clay or -the evening of such workout in the-ORANOB• BOWL, and further • provided -that the scheduiinrj of the workout.shall hot damage the field for any event scheduled oh the day. or' evening.of such workout or for the subsequent day's game. If a high school game is played on a.workout:day as provided above, the visiting team shall be permitted access to practice in the ORANGE BOWL either before or after such game. The City Manager shall make the final determination as to whether or not, and under what conditions such visiting team shall have the use of the ORANGE BOWL in conformity with this paragraph. 16. CITY shall provide PARTNERSHIP with an option to construct a two-story building in the East end -zone, in accordance with the plans and specifications approved by the CITY, within which PARTNERSHIP shall have the privilege of operating a stadium club, a restaurant, a health club and wherein PARTNERSHIP shall have the option to locate its corporate offices; all without charge for a period of time adequate to amortize PARTNERSI-IIP's capital investment but not to exceed the term of or any renewal or extension of this agreement. Upon complete amortization of this building, the building, exclusive of furniture and non -permanent fixtures, shall become the property of the CITY and shall be made available to PARTNERSHIP for a fair and reasonable rental to be negotiated at that time, It iS understood the main entrance to the Stadium shall be located at this building, and PARTNERSHIP RSHIP agrees to permit the City Stadium Manager's office t4 be within this building also if the CITY should so desire.; for whigh space the CITY ,shall pay PARTNERSHIP 1i`, an cU3OTl, �j C?' C Il:i�� l� t�hC:Obby -iit. { l[S )111 �F I.i1C ha 1Sr :,tt 3 3V pf 12`I'tlit• i� eSr •tI'h r1:1 hihi.tioh hA11; of ` t '.1 f)t7 'ilf "oici ltiati C'otf'>l, iteLit>T1 of � iit:h.3UL :di�lg .phi i bSe aCcc ittpiiait d 1 u,, oi,,,04ncc frith t140 i0s 4hd ,peoifieatio'ii aCS.'(:1Ty ,tn c cot�tinot(Ute a Tic ntebctrt 1. od .j.oLod , oh'top of .:yuoh • 1btt_il,t1lnt ah So; c 4 to adoTime'daL the (:.:Lon 4Loh :Of tIl Uppcif � ,2�Z�R�riVf�l�i7i1ZY Shalt,',, c 60k of the. 6tadiUii?.Bove the :4col��board* have 3 years from tlic date of this agreeMent CYpt'.ion 8 e excise l/. CITY shalt al: o provide :PA rrNLRSi1Ii' With ah option to construct and control or 'offer for leasc,..if cics:i.red, three suites which shall be constructed. in the :area just below the fourth level of the, new prcssbo x' structure, in',conjunction`with construction of.,a control room to be constructed in that area for the planned new scoreboard. PARTNEyRSiHIP' s control of , these suites shall' extend for the term of this agreement,` upon e>piration of this agreement the suites, exclusive of furniture and non -permanent fixtures,` shall ,become the property of the CITY and shall; be ,made available to PARTNERSHIP for a fair and reasonable rental to be negotiated at that time: Construction of such suites shall be in accordance with plans and specifications approved by the CITY. PARTNERSHIP shall have 3 years from the date of this agreement to exercise this option.' . CITY agrees 'to. pursue , as vapidly as is financially possible, the overall improvement of the ORANGE BOWL stadium "and, in particular, the installation of chairback'. seats ai-d expanded parking facilities. If CITY desires to', renegotiate the taxes as referred , :to by paragraph 3(d) hereof, then CITY shall seek the advice and consent of PARTNERSHIP' in connection with any and all planning and implementation of any ?uch improvements, prior to. CITY's making any ultimate decision concerning such improvements, In this regard, if it should become necessary, CITY and PARTNUSHIP agree to eaeh contribute an amount not to .exceed $20,QOO to jointly 11114 the a stt d t' detcrftitic t; hat itiprovc'ichts Ai'ci tote iR04G ot4t are ooeSsary and appropriate. 1 . CITY shall not be li1b1c f any loss ihjury. or daittac e to any personal property . Or eguip merit. o AfiTN RSHIP, or the vi itinq teats, or anyone whomsoever, during any, tunes. the ORANGE BOWL is under• the exclusive control of and occupied. by PARTNERSHIP, and all personal property placed or moved in -the premises.' owned by -CITY shall be at the risk of PARTNERSHIP or the owner •thereof. . In this• regard however, CITY shall provide adequate security as -determined by CITY's Police Department for any equipment or other personal property • located in -the. ORANGE -BOWL overnight. 20. PARTNERSHIP agrees to save and hold harmless CITY 'in•the-event of any claim.or legal proceeding,. either in equity or -at law, arising under this Agreement, or any tort -liability from -the use by PARTNERSHIP of the ORANGE BOWL .premises, or other premises used by the 2MIAMI DOLPHINS and owned by CITY, for either the playing of. the football. games. authorized in this Agreement, or used in preparation • for such games. Provided however, PARTNERSHIP shall not be responsible for any liability 'in connection with the willful `or -negligent acts or omissions of CITY's employees, officials or- authorized agents or•for any claims arising out of any' structural deficiencies of or improper maintenance of the ORANGE -BOWL. If any claim, demand -or legal proceeding -is 'instituted against CITY which arises under -this Agreement or .from the use of the ORANGE BOWL or other premises by •PARTNERSHIP covered by• this indemnity, CITY shall, within 5 days after receipt in writing of such -demand, claim or proceeding which has been instituted -or made against CITY, give written notice to PARTNERSIIP specifying the -nature of the demand or clai, and. PARTNERSIIP or its insurer may at its option defend, compromise, or settle such claim, demand• or suit, And n the event of .failtre..to- give such notice PARTNERSIIP 4114 .. not bd 4010 Ica TY un -C?der the provisions of tnip v.grp1, ., agrees duri i 'the tort of ti e rep is it4 aid ah' fondw41.; dr es tehsi6rt thereof' to ° bta fi riot less `th i ►siirandc doVer:aes axe sti h hsiifahce sh 11 tint .b oz st t d a a li litatibt chth iabilit s of PA i'o n!iitihd r ?afailraph 2b abo' e'i Zaktb1 iialiil°ty nsur�ce poll �b). protecting the partiet..hereto, thei' setVahis from loss or damage because of any• agents; employee$ e 45g, liability that. may be. incurred by the parties hereto or either of them in the performance of this Agreement, or under the terms of this Agreement, when such liability arises on account of injury.'to or death. of any person or persons. Such policy shall provide for liability limit on account of each occurrence resulting in bodily injury or death of;. not less than $250,000 and a liability imited on. account of an occurrence resulting in bodily injury or death to more than one person of not less than $1,0.0.0,000. Property damage insurance policy protecting the parties hereto from loss or damage because of liability that may be incurred by the parties hereto, their servants, agents, employees or assigns, in .the performance of this Agreement or the use of the property unde. r this Agreement when such liability is imposed on account of loss or .damage' sustain others to property owned or possessed by them, , $uch policy shall provide for a liability limit on account of ; each Peu nsto.s5 than.•$1QQ,QQQR • Such institaoh a c u re db sis r w th' a ddrrier aedepta1 tc to th-6 Ci: 1' Mahatof - , tfll and Ot Y sh i1- be ohe of the 1amea i su ecs, if Udh c31 :esAh exe6u'ted dOpy, or dopier of•sudh pt licy dr poiidies shall. futniShed ' t • beo the. property and tnsurafce Manager of CITY,' or in is-ieu thereof evidence satisfactory to : the Property Manager, indi atihcJ suoh pol cy,or policies ha'Ve been 'obtained, on or before ..the time . Pt1RT Ri?SHIP o dtipi the ` in�olved premises , PARTdRRSHI•P agrees to. make no alterations or: additions to` the physical structure of the premises, or additions thereto, eRe d ' cept as provided in'paragraphs 16,ant i hereof, without the prior written consent of the Cit Manager of CITY, or authorization by the City Commission, and all additions, fi:ttures, or improvements which may be. Made tothe premises by PARTNERSHIP except furniture and .equipment and except as provided in paragraphs 16 and 17 hereof, shall become the property of CITY and. remain upon; -the ORANGE BOWL premises as a part thereof, and shall become the property, of CITY at the termination of this Agreement. 23 PARTNERSHIP the personal property and agrees to repair anydamage to real property of the premises encompassed in this Agreement, caused by any act of PARTNERSHIP, its agents, employees or;'otlier occupants, customers, spectators, or any person whomsoever, e::cept upkeep of the turf of the football. field. if the damage is not repaired within 10 days after notice is given to PARTNERSHIP, then CITY iS hereby authorized to male Such repairs at the cost and; e°•*pense of PARTNI R$UIP and shall be maid fora the cost so I eul.red within 10 days from the date of billing, ._ Me prompt payment on the dates named of the as^.c u t d ', •? TY, •ns provided . thi Ac reement sha l bo ��ecto_ p • aid to the �' o£•the.Pin�nce �oa�t•�ent vitl3in10. b00 es0 days : foj.ic Wing eadh g40 ah ,.�thc faithfii1' of each `d'f ttie terns ahe conEhi` : At `ec tc it ato,>. the eohditiohs upon Whidh ,t and in the olient of tty fAi�.ure uoh the part of eihr erfatide is � grdeteht Yit4d6 4h"t1 ad eptot party to otmp1y with the terms and: dohditiohs of this 4gree- anent, after, 0 dad;s' hibide of` sudh default to ;the `de• fauitYig party, the non defaulting part' shall hate the•option to terminate•this Agreenietit i'f 'the•default is'hot•`c 25, CITy shall provide an accurate count of attendance through the turnstiles- of the o '1NO• BDWL no later than the third .quarter or each of PMERSFIP i s games pl• ayed in .the .6RAGE BOWL. The provisions of Paragraph ;'7.of.this Agreement, • shall not be amended, modified or 'changed, nor shall any other provision•' of this Agreement .be amended;'.medified or Changed if such amendment; modification or change shall •adversely affect the priorities established in paragraph 7, unless 15 days written notice, together with a true copy Ot the proposed changes, modifications or amendments, are first delivered to the organizations described. in paragraph 7 which shall be'affected by such change and any such amendments must appear in writing and beexecuted by both PARTNERSHIP and ",CITY. 27. If bankruptcy proceedings shall be begun by; r against PARTNERSHIP or its assigns and PARTNERSHIP or its assigns are "declared bankrupt before the end of the term of this Agreement, CITY is hereby irrevocably authorized, at its option, to cancel this Agreement, unless the National Football League shall, within 30 days after PARTNRRSIIIP or its assign are declared bankrupt, notify; the City. Manager,- . ,n writing that it assumes all of the obligations _ of PARTN R$11I hereunder, $ 0 liability pf e her ;of the parties hereto spas id the ORANGg POWL Stadium, anya d':had be n oases by ti 3 tie tern tri s - eeme.nt hedo e tit -fo ei,"` ntg .o be played 6r ,staged there' i becaU df; aft / .Pict of cod tar p�iblio eileftii the CITY a4rees to tnaihtai#i theJMNc 1; BbWL •.during the tern\ of and any eheWt1 ar etteh0iat of• this t"lgeement iti a safe hysi ai donditioii • and' 'suitable for the playing of professional foo=tball games' :2 If ORt tcE 30Wt Stadium is .condemned or is so damaged due to fire, windstorm, er other catastrophe, acid CItY decides.not to repair or'rebuild, either party,tna3 cancel'; terMirate, and declare this -Agreement terminated. 3O., If CITY at' .some point in'time'in• the future inches the decision to build a now stadium acid` to abandon'.. the • use of:the present -ORANGE BO'7L •Stadium for major football games, then CITY shall have the option of cancelling this 'Agreement upon 3 years' written notice to PARTNERSHIP.• Such ' cancellation shall not become effective until such new stadium is.completed and ready for occupancy. 31. CITY'agrees•to use its best efforts, to dis;courage:scalping and: other non -authorized' sales of PARTNERSHIP'S tickets in,-on'or about the ORANGE BOWL and the ' grounds adjacent : thereto. 32. In the -event of any default on' the part of PARTNERSHIP'_.or violation of the terms and conditions of this -Agreement or any part thereof, CITY is hereby irrevocably authorized, at its option,• to cancel this Agreement unless: he default or violation is cured by PARTNERSHIP or may be cured by the payment of money, or by action within the power ofthe National Football League, and the National Football League,within 30 days after written notice by the City Manager of such default or violation of the Agreement on the part of PARTNERSHIP �. ed mail to the ' 1 s�H12SFiIP �.s Served by registered Cotuaissioner of National Football League, :shall notify the City Manager in writing it assunos 411 of the rema,ning oblir atidtis tk I1P-and shall dofre0t4:St141i 3 from t4ie, receipt of the notide► an:of the tiorms' ahc1•condition of this Ac reemeTit: pohi failure o ti t}ie paft. rsf the M t t? fl P or the tat bha ' Iootbal7 eac ue t0dorreCt any durable` defat i-t or iolatioh of the 'tetmt and conditions of this Agreements hen C�'t' ;ttayi at<"its otion dee1are this Agreement terminated, 33. lti connection • taith `any work ;tb be perforce undo, - . r. this Ag�eement�_ PART-NEi2SHIP agrees riot to' discriminate against any employee or applicant for employment because of race,: religion, sex, color of national origin. The afore said provision shall include, but shall not be limited. to, the follo wing: employment, upgrading,, demotion or transfer; recruitment or recruitment advertising; lay off orterm- , ination; rates of pay or other form of compensation; and selection for training, including apprenticeship. 34. PARTNERSHIP shall have the exclusive right to determine whom it will admit to the ORANGE HOWL on the. days PARTNERSHIP's home games are played therein except as provided, in paragraphs 14(a) and (b) hereof. Provided however, PARTNERSHIP and its employees shall not discriminate because of race, religion, sex, color or national origin against any person by refusing to furnish such '•person 'any accommodation, facility, service, or privilege offered to or. enjoyed by the general public. Not shall 'PARTNERSHIP or its employees publicize the accommodations, facilities, services or privileges in any' manner which would directly or inferentially reflect upon or question the acceptability of the patronage of any person eoause of race, Pati0na 1. origin, religion ,se.:, color! 35, . 1t iP understood and agreed' between tile. Parties hereto th4t written : notice by registered mail, Livered. to; ■ • t,iiti';a oPy `t ttiatd boitlhih Ltd 10 ti'scaYnb 4dU1eVard McOfni, ::- r l.dr ida" taut 'hoMson 1300 otitheast First national ' iaitk't3ui 1ding. Miami 1or3 da 33131 shall eonSti ttite slit icie t notice to 'E TMti?8HIt e1 d withHnotides.• mailed h} re isterec to t National Football League 410 lark AVentie • New York, Ne'w 'York 10022 shall constitute sufficient notice to the`National Football League, and written notice mailed' by registere mail or delivered to: City ,Manager Cityof Miami City. Hall y !Dinner . l:ey. Miami, Florida shall constitute sufficient notice to.CIT to comply with 'a the terms of this Agreement, except as either shall notify change of address by registered mail., the other party of a 36. It is mutually agreed this Agreement shall, not'be assigned 'in whole -or :in part except as provided unaer paragraph 32 " or to : a corporate :or, other business' entity successor to PARTNERSHIP and further except to . the. otball League successor owners�� of National Fo Miami� Franchise Who are approved.bv the -,National Football League, which no` force and effect unless the proposed successor owners', assignment shall be ineffective and of shall execute and ,file :with ;the. City C1er}; of the City' of '!•Miami a docurient in form and substance satisfactory to the City': Attorney of the City : of ..Miami, whose approval shall. not be urireasonabl. {r Withileld, assuming :a11 of t.1ho Qbilg .t ons::of 'ART RS 1l�' 1�exeunder ' Thy sgreemert shall. lend: p1� TNLRS11lp .and ' is sl$C Gsso '�: d.'asS ns, and''the heir , ! ssigfl , nist 4 tQ?$, • egai otiresei'taVe.e. etito off,cecsof a thea�e day .bey df r tTN 11 aid CITY br t `s cc e ass g Verhfile�ita the a iglieretio rime ereu`rit0:; set their hands acid a:ffi:.ted their Seals the day a td year firstaboVe i; titter. THE CITY b1 MItMI a Municipal, corpoIation of :;the State of Florida City Manager'' ATTEST.. City. Clerk WITNESSES: MIAMI DOLPHINS, LTD . , a Florida limited partnership Joseph Robbie, General Partner As to Miami. Dolphins,°' Ltd.