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HomeMy WebLinkAboutR-75-0474RE SO LUT I'O 7;-474- A RESOLUTION AUTHORIZING AND DIRECTING THE CITY MANAGER AND THE CITY CLERX TO ENTER INTO AN AGREEMENT MODIFYING THE AGREEMENT BETWEEN THE CITY Off' MIAMI AND THE BALTIMORE BASEBALL CLUB, INC. ENTERED INTO ON DULY 26, 1974, FOR USE OF THE MIAMI BASEBALL STADIUM BY THE MIAMI ORIOLES BASEBALL TEAM, TO FURNISH THE CLUB WITH THE OPTION OP EXTENDING SAID AGREEMENT FROM YEAR TO YEAR THROUGH THE 1978 SEASON; FURTHER AUTHORIZING THE CITY MANAGER AND THE CITY CLERKTO TERMINATE THE AGREEMENT BETWEEN THE CITY OF MIAMI AND THE BALTIMORE BASEBALL CLUB, INC. ENTERED INTO ON MARCH 27 1975, FOR USE OF THE MIAMI BASEBALL STADIUM BY THE BALTIMORE ORIOLES BASEBALL TEAM, AND AUTHORIZING AND DIRECTING THE CITY MANAGER AND THE CITY CLERK TO ENTER INTO A NEW AGREEMENT IN ITS PLACE, SUCH NEW AGREEMENT TO INCLUDE MODIFICATIONS AND ADDITIONAL TERMS AS ARE AGREED TO BY THE PARTIES. WHEREAS, the City of Miami and the Baltimore Baseball Club, Inc. entered into an agreement on July 26, 1974 for of the Miami Baseball Stadium by the Miami Orioles baseball team; and WHEREAS, the Baltimore Baseball Club, Inc. desires to use the MiamiBaseballStadium through the 1978 baseball season; and WHEREAS, the City of Miami has no opposition to such use, and WHEREAS, the parties have agreed that the Baltimore Baseball Club, Inc. shall have an option of extending the agreement from year to year through 1978; and WHEREAS, the City of Miami and the Baltimore Baseball Club, Inc. entered into an agreement on March 27, 1975 for use of the Miami Baseball Stadium by the Baltimore Orioles baseball team; and WHEREAS, said agreement contained certain incomplete and erroneous information; and `DOCUMENT INP ITEM NO., ' RRASt the parties have rinitually agreed to in bade a, ditibta 1 terms; and WiltfttA81 the partite desire to terii itate the agreement dated March 27 y 1975 al d forthwith enter i itb a tew &greemef t which will correct the foregoing etfbnebue inft rttation and include additional terms; NOW, THEREFORE, BE tT RESOLVED BY THE 'COMMISSION OP T1 CITY OF MIAMI, FLORIDA: Section 1. That the City Manager and the City Clerk are hereby authorized and directed to enter into an agreement modify- ing the agreement between the City of Miami and the Baltimore Baseball Club, Inc. entered into on July 26, 1974, for use of the Miami Baseball Stadium by the Miami Orioles baseball team, to furnish the Clu'o with the option of extending said agreement from year to year through the 1978 season. Section 2. That the City Manager and the City Clerk are hereby authorized to terminate the agreement between the City of Miami and the Baltimore Baseball 27, 1975, Club, Inc. entered into on March for use of the Miami Baseball Stadium by the Baltimore Orioles baseball team, and further authorized and directed to enter into a new agreement in its place, such new agreement to include modifications and additional terms as are agreed to by the parties. PASSED AND ADOPTED this Y tit' **MN tLitifilt5A IH PPICt fi ithie f1ANbtJM Mr. Pr W4 Andrews City Manager fliow 1 Lz ! ennin-, Director Dep:ment of Public Facilities l)AT r APD11. 3, 1975 s!'u"Ecr Renewal of Agreertlents between 'City and Baltimore Baseball Club, inc 4 for use of Miami Baseball Stadium RI Ft IFt Fl ENeE5: tt4CI.c ;UP£S. The Baltimore Baseball Club, Inc, has, on approximately March 28, 1975, requested that their Agreement of July 26 1974) concerning the Miami Orioles team, be extended so that they can have the option of renewing it on a year-to-year basis through the 1978 baseball season. Also, since one agreement affects the other, they have requested that their agreement concerning the Baltimore Orioles team be renegotiated to reflect slightly different wording to acknowledge extension of the other agreement. The renewal of the July 29, 1974, Miami Orioles Agreement and a proposed new Baltimore Orioles Agreement have been prepared and the Department of Public Facilities recommends adoption of the attached resolution authorizing and directing the City Manager to enter into these documents on behalf of the City. THt An EMENT made and thtere Lh€€ t tit day O , 1974 by and betswen the CITY Or MIAMI, a Mim .eLpal ebrporatie t of the ,State of Florida, hereinafter iafter ref+ rred to at ''C1' y1', and BAii1t10 ,E BASEBALL CLUB, INC., a MIssotiri eotperati bt , hereinafter referred to as the ''CBBBii ! NESSE t4FltR As, the C1 'Y is the owner of the following described property, situate, lying and being in the City of Miami, Dade county, Florida, and more particularly described as follows; to wit: The South 903.68 feet of the w 1/2 of the NE 1/4 of the SE 1/4 of Section 26, Township 53-S, Range 41 East, lying in Dade County, Florida, containing 14 acres; excepting therefrom the West 25 feet, the South 25 feet, and the East 25 feet thereof used and to be used hereafter for public road and street purposes and purposes incidental thereto F;nd; WI EREAS, the said real property has heretofore been imorovcd by the construction of a stadium thereon known as "The Miami stadium", furnished with suitable landscaping and with furniture, fixtures and equipment, considered as a part of the improvements to said real property all for the purpose cf making said property usable as a sport stadium including parking facilities located thereon; which Stadium and facilities appurtenant thereto are more fully hereinafter described in Paragraph 2; and MFREAS, the CLUB operates a Major League baseball teats in the American League of Professional Baseball Clubs known as the.Baltimore Orioles; (At. .n ct aiteratiori of the pternlhes and the mutual Co r nartte here.naE er eo ►tailed tb be bbeervbd and performed, the pathos do hereby agree as follows; punoPsq The CITYhereby grants to the CLU 3 the privi lace of using the Miami Stadium for the purpose of holding its spring training practice, try -out and exercise sessions and the playing of pre -major league season exhibition games and such other events during the springtraining season which may be suitable for the Miami Stadium, hereinafter referred to as "baseball events". • Stadium Premises The Premises which the CLUB shall have the right to use under this Agreement shall include the entire playing area with all seating facilities for use of specta- tors, together with all lobbies, ramps, washroom facilities and other public areas necessary for the operation of baseball events, ticket booths, press box lounges dugout lounges, together with furnishings furniture and fixtures, (as per the inve story attached hereto and made a part horeof and marked E :hibit 'A"), club house facilities booth, and other public areas necessary for the staging of baseball events, hereinafter referred to as either the "Stadium" or the "Premise this Agreement. s" subject to the provisions of Paragraph 9 of (b) The Premises shall also include an area or space as mutually agreed upon between CITY and CLUB to be used by the CLUB for its offices.. ltr ed from this Agreement ate the area tounieat:otls equipment spate; storage rooms; office space; and the toneess . ;n bffi 'o, commissary. missary, and storage areas necessary or incidental to the operation of said concession stands and which have heretofore beets licensed t the ta2.tim Baseball Club, Inc.' Sursuant to ah !gteetent tsf auly 26, as may be extended from time to time. (d) In the event additional space is required for baseball facilities by the CLUB, said space may be made available, if feasible, by the City Manager. Term (a) The CITY hereby grants to CLUB and the CLUB hereby accepts from CITY the non-exclusive right to use the Stadium during the 1975 "spring training season", as said term is hereinafter defined in this Paragraph 3(a). The CLUB shall have the right to use the Stadium for baseball events of the Baltimore Orioles, as hereinabove referred to in Para- 1, on those dates when the Baltimore Orioles shall be scheduled to hold practice, try -out and exercise sessions, play pre -major league season exhibition games, or the Balti- more Orioles shall be conducting other events suitable for the Premises. Except for those dates on which the CLUB be using the Stadium, the Stadium may be used by others hereinafter provided in Paragraph 16. The "spring training season" of riore Orioles shall be deemed by the parties to this Agreement to commence on February 20 of each year during the term hereof and shall terminate on April 7, or on the day immediately next succeeding the date of the last such, practice session exercised its option to renew) for ort exhibition ganef as the cate may be) held a the Stadium prior tb the opening f the 'Major League bate ballSeason, whichever -date is later. (b) trt the event this Agreement is hot terminat as this paragraph 3 (b) provided renew this Agreement the ttt38 thhali have the option from year to yeor, up to and i tcludin the spring training season of 197 S, provided notice of the renewal, in writing,, is given to the City .tanager of the City of t tiate►i thirty (30) days prior to 7'uly 1, of each such year. however, in the event the City Commissioners of the City of Miami authorize the sale of the Premises, sell the premises, or in the event the Premises are needed for municipal purpose other than baseball, or in the event that the CITY desires to use the. Premises for other than staging stadium events, the CITY shall have the right to vitiate such renewal and terminate. this Agreement with respect to any of the said spring training seasons, provided the CITY shall have given the CLUB written notice of such termination at least thirty (30) days prior to December 1, 1975 for'the 1976 spring training season or December for the next of any succeeding year ensuing spring training season during the term hereof and CLUB agrees to vacate the Premises within thirty days from the date of receipt of such notice. Any such notice of vitiation and termination received by the CLUB subsequent to November 1, 1975, as to the 1976 spring training season, or sub- sequent to November 1, of any succeeding year for the next en- suing spring training season during the term hereof shall ineffectual to terminate this Agreement (should the CLUB for such spring training season be have right to the t nobttrttottd uae thereof during those dateb men the Built .gore Orioles shad hold baseball events at her+ inabove referred to in taragr`aph 1 during the 1§7S spring training &baton and any etabttquertt Opting training titasoft for which the Cttti3 shall have exercised its option, as hereinabove provided. Fees and Charges,. For the right to use the Btadum as herein provided, the CLUB ehal1 pay to the CITY a sum equal to twenty percent (20%) of the "gross stadium receipts" obtained by the CLUB from any event for Which the public pays to be present during the term of this Agreement. For the purpose of computing and determining the amount due the CITY, 'gross stadium receipts" is defined to mean the gross receipts from admissions, (excluding State of Florida sales tax remittances, any tax which may be imposed upon this Agreementby the State of Florida and/or Dade County, local admissions taxes if any, and federal and state admissions taxes, if any) for all games played at the Stadium by the Baltimore Orioles for which the public pays to be present during the term of this Agreement. The City waives any "use or ad valorem" tax, or any other type of tax now or hereafter enacted by the CITY which could be imposed upon this Agree- ment and/or the CLUB's right to use the Stadium as herein provided during the term of this Agreement and further agrees that the twenty percent (20%) figure as hereinabove set out in this Paragraph 4 will be the full and complete amount to be paid by the CLUB. Nature and Construction of Agreement" Notwithstanding anything contained herein to the contrary whatsoever, this Agreement is not intended to create, nor shall it be construed as creatingor con- ttitlttt ng, a lease bet ttn the partite hold eetate in CLUt ar establishing the landlord and tertartt4 fatune attdtteit_,hett: (a) The fees and charges tor the use of the Stadium, as hereirtabbve provided in Paragraph 4, shall not constitute rental and sh,:ii.1 not be construed as being rental but shall be considered only as fees and charges for the right to use the Stadium on the dates so used, as above set forth. 7. Advertising, Parking Facilities & $corebnards (a) The CITY shall retain control and shall have the exclusive right to place any and all advertising upon the Premises during any spring training season covered by this Agreement. (b) The CLUB shall have the exclusive right to sell scorecards and programs, the revenue of which shall be the sole property of CLUB. (c) The CITY shall retain the exclusive right to provide for and control all park'.ng facilities at the Stadium. (d), The CITY shall retain the exclusive right to operate and control all other activities not specifically granted and/or delegated to CLUB herein or to the Baltimore Baseball Club, pursuant to the Agreement dated July 26, 1974 and any extension thereof. �. Operating Costs (a) The CITY shall pay for all operating costs and expenses during the spring training sessions, games and events scheduled and accomplished by the CLUB hereunder, except such items of expense as are otherwise herein provided, ib) The CITY shall hot be obligated to dire any ptrs hn 1 for a iy bE the said t+eatib ie, games and ette it scheti1ed by the CLUB, ei cept as herein provided intenapte o '__ttAt ti t,,.� Play41g Fie1.d and Ptbuwcip (a) The CITY shan prepare the baseball field in a manner which will facilitate its being played upon, inclus- ive of appropriate Markings, and shall deliver the field to the CLUB in a condition consistent with major league training camp standards at such times as the CLUB is scheduled to use the Stadium. The CITY shall be solely responsible for maintaining the baseball playing and practice areas in a condition which meets with acceptable spring training major league standards and hereby agrees that such standard of maintenance shall be at least the same degree of maintenance which has been under- taken in prior years. The CITY, shall be responsible for the employment and payment of all groundskeepers and custodians as required in order to carry out its obligations under this paragraph. When events of the CLUB, other than base- ball require resodding of the playing area of the baseball field and other items of expense, it is the obligation of the CLUB to repair and replace same and assume the cost thereof. (b) Thee CITY shall, at its sole cost and expense, maintain the scoreboard and its appurtenances and all other equipment located at the Stadium necessary utilization of the Stadium by the CLUB, as herein provided. The CITY will not be responsible to furnish any heavy or light equipment to the CLUB unless such equipment is operated by CITY personnel. If CLUB utilizes any such equipment which it 'operated by atlybfie tither than '' ' peraennel, ° LV ea liable for any r atag°+ t sustained th the equipme and to t CCU o. the ter'1{t. hetcbf there;b, it tadiut aft involv`8d or The CITY shall deliver the Stadium to the first day of each spring training season during g the h a clean and sanitary condition, but subsequent shall, be the responsibility ty of the CLUB to titan the r every baseball event in which the CLUB is either which the CLUB booked. The CLUB shall provide its own janitorial service for the areas, spaces and facilities used by the CLUB under this Agreement. Notwithstanding the aforegoing, the CITY agrees that it shall be responsible, at its sole. cost and expense, to keep the parking areas in good condition, main- tenance and repair and to clean the said the said parking areas after every baseball event in which the CLUB is either involved or which the CLUB booked and, in addition shall clean the Stadium after, any event that has been booked or scheduled by the CITY during each spring training season during the term hereof. charges, and by the CLUB hereof. Utilities The CITY shall pay all electric CLUB shall pay all other utility charges incurred during the term of this Agreement, and any extension 11. indemnification by CLUB The CLUB agrees to save and hold harmless the CITY in the event of any claim or legal proceeding either in equity or at law arising under contract or tort liability from the CLUB'S operation and the CLUB'S use of the Stadium, and Mr Wit Mk during ng tie term t this A (a) A ptblic liability insurance polity pro- tectinq the partits hereto, their seYVbntt# aehts, employees or assigns, from lass or damage because of any 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 a liability limit on account of each accident resulting in bodily injury or death to one person of not less than $100,000.00, and a liability limit on account of an accident resulting in bodily injury or death to more than one person of not less than $300,000.00 In addition to the above, such policy shall also include products liability coverage which coverage shall include, but not be limited to, liability for any and all claims arising out of tbs. partaking, consumption or handling of food or beverages sold at the Stadium. (b) A property damage insurance tecting 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 under this Agreement when such liability is imposed on account of loss or damage sustained by others to property owned or possessed by them. Such policy shall provide for a liability limit on account of each accident of not less than $5,000.00. (c) An executed copy or copies of such policy or policies shall be furnished to the, CITY or in lieu thereof, Other evi'dente £ tda Sting that such policy or polities hate been obtained, t=9h •or betot a the title that tLUt occupies thl St idittm at tite be'ginting of each spring traihi.hg t'edabh d ri tg the terra hereof s 12 AlttratiOns and... Additi.ont CLUB agrees to make fib alterations or additions to the physical structure of the Stadium without first obtaining the approval, in writing, of the City Manager, and any alteration or addition so approved shall be made at the sole cost of CLUB. The CLUB agrees to repair any damage resulting from CLUB'S exclu- sive use of any fixtures, appliances, furniture or appurtenances of the Stadium caused by any act of the CLUB, other than normal wear and tear, or to pay or acuse to be paid to CYTY any bills incurred for such necessary repairs. Additions, fixtures or improvements which may be installed by CLUB, except air conditioners, movable equipment, office furniture and furnishings, supplies, baseball equipment and any other items in the nature of personalty, shall become the property of CITY and shall remain upon the premises as a part thereof and shall be surrendered with the premises upon the termination of this Agreement. CLUB shall supply and maintain its own air conditioners. 13. Assignability In the event that the CLUB shall sell the Baltimore Orioles the CLUB shall have the right to assign and transfer this Agreement, or any portion of its rights to the use of the Stadium, as herein provided, to such purchaser. CLUB shall likewise have the right to assign and transfer this Agreement, or any portion of its rights to the use of the -10- tt dii mf •tg htreir providtt f to and stibsitfl ►ry tr ttiattt1 tompany tE the eLtit. tkotpt for tht rights o atsigtman't as heroin granted Ln this paragraph 11 CLUB tha11 _ nOt assign this 1greehent tr any pbrt on of its rights to the utt of the Stadium, as herein provided,witht ut first t bta .tying the written consent of CI'I' ' # t;hieh consent shall not be unreasonably withheld. The holding of events by the CLUB other than baseball events, as cOntenplated under Para- graph 1 shall not be deemed an assignment 14. Taxes The CITY shall pay any and all real property taxes assessed against the premises and the personal property of the CITY. 15. Risk of Loss All personal property placed or moved in the Stadium by the CLUB shall be at the risk of the CLUB or the owner thereof, and the CITY shall not be liable for any damage to said personal property, unless said damages arise negligence or actions of the CITY or its employees or assigns. Use of Stadium The CLUB shall fur:tish the City Stadium Manager with its spring training schedule prior to the commencement of each baseball spring training season covered by this Agreement and any modifications or changes therein as may occur, from time to time, thereafter. Except for those dates when CLUB shall be using the Stadium fox baseball events, as hereinabove described in Paragraph 1, the CITY shall have the right and privilege of %ting a'hd tobeduling the ttat`'la to t ter that tVetits isubj ett hoveverto the right of the Raft m re taseba11 Club. Inc. to Operate concessions pursuant to the said Agreement sated lu l 26 1974. at may be extended frnrt time to time; the intent of this paragraph being tb reserve to the CITY the right of utilizing the stadium facilities when not in use by the CLU$. It .5 understood that CITY will endeavor to protect the playing field during any event scheduled by it touring the spring training season(g) and Will remain mindful that it trust deliver the field to the CLUB for training and playing purposes in the condition as hereinabbtye provided. 17. Radio and Television All radio and television broadcasts shall be under the control and the responsibility of the CLUB and any and all profit derived therefrom shall be the exclusive prop - On or before the date of actual use of the Stadium, by the CLUB, as hereinabove provided, both parties agree that an inventory shall be made of all equipment and personal property and the termination of this Agreement, all said equipment and per- sonal property shall be returned to the CITY in good and operable condition less only ordinary wear and tear. 19. Sale of Beverages The CLUB agrees that any and all malt beverages with alcoholic content sold in the Stadium shall be s old only at concession stands and not in violation of applicable laws and regulations and that same shall not be sold throughout the Stadium where patrons are observing events. A11 beverages must be served in paper cups. The CLUB further agrees to re- 12 - APIMMWMPXYWATINIMetri q9 't'lira i : tt Whbit it may. assi h ttt t 'brie « =µrider to••abide by the provisions het-eef. Wide .Space In addition to the licenses granted by CITY to stunt as _ =yin provided, CITY hereby also grants to CLUB a right to =: i e office space at the Stadium. City Manager shall c°+ t ::e CLtJ8 with Such space as he shall designate which may be uti..ired by the CLUE, on a daily basis, for any day or any number o_ days as CLUB shall so desire during the term of this Agree ent. There shall be no additional fee and charge made by the CITY to the CLUB for any such use of office space. Ingress and Egress of CITY Authorized City employees shall have the right at all times to the Stadium. Reasonable rules and regulations shall be prepared and drawn by the City Stadiums Manager assuring adequate security of the Stadium. No exceptions shall be made to the aforementioned rules and proced- ures for any CITY employees unless and until a written request presented to the CLUB by the City Manager and/or the of Public Facilities. shall be Director 22. Books and Records The CLUB shall make available to the CITY and the CITY shall have the right to inspect, at all reasonable times, the CLUBS hooks and records reflecting gross stadium receipts, as hcreinabove defined in Paragraph 4. 23. Payment The CLUB shall remit its payment of the fees and charges due the CITY, under the terms of this Agreement, on or before the 1Oth day of the month, to the Director of Finance, ,13- $, ,.r•'y IMtE'iNVOirfa.rIb 1I; WI TOO,W1P fig es `.14:Y 0,1“ttt. MIRbImmosmorneuemimmow t4..binnei Rey, 11tattla orit ai tfi gethet t tt:tt a cerUf ed tepbr't ttiuftotri tg the gtoss staditt re e pts Llp ft - tfiLttt payment was oiputed. 24. 11 fscritttitati The CLUB agrees that there shall be do discrifi- nation as to race, color, creed or national origit, in connection with the use, maintenance and operation of the Stadium by the 25. Ermployees of the CLUB The CLUB shall require its employees who come in contact with the public to be neat, clean, courteous and wear suitable identification by which they may be known and dis- tinguished as employees of the CLUB. 26. Integrated Agreement This Agreement contains the entire understanding between the parties hereto and supersedes and makes hull and void any previous existing agreement between the CITY and CLUB and may not be modified orally or in any other manner than by an agreement, in writing, signed by all of the parties to this Agreement, or their respective successors or assigns. 27. Notices Any Written notice to be given under this Lease Agreement shall be mailed or delivered to the following addresses: Notice to the City: City Manager of the City of Miami City Hall P. 0. Box 708 (Coconut Grove Station) Miami, Florida 33133 -14- tizC t�; the t.iiy E e%tttiVe ioe pre.sa.deht Sa t.i'rbr'e brit}et i4=eftetia1 ttadiutrt balti ,ote, Maryiand•2121t Paragraph headings of this Agreement ate not a part of the substance of this hgreet;,ent acid shall have t o effect Capon the construction or interpretation of any terms, or part of this Agreement. 29. persons Bound conditions This Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns. IN WITNESS wHLREOr, the respective parties have here- unto caused these presents to be signed, sealed and delivered on the day and year first above written. ATTEST: ATTEST: .,'1� ••� ' I es '. '' ' '(CbR b TE SEAL) ),.' CITY OF MIAMI, a Florida Municipal Corporation, Dade County, Florida (Seal) By: City Manager BALTIM RE B - EBALL CL , IC., a 4isso ri ..orpora{io , ;✓✓i1./t,By: J ;/ SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF: As to City of Miami 5 (Seal) cutive Vice President .K "1 APPROVED AS TO FORM: