Terms of Use
Exhibit A
Terms and Conditions
Alcohol Policy
Caterer shall only serve alcoholic beverages to individuals who are at least twenty-one (21) years of age and, pursuant to Caterer’s alcoholic beverage service policies, will check Client’s and Client’s guests and invitees identification of those that appear to be under thirty (30) years of age. If Caterer’s employees believe, in their sole and absolute discretion, that Client or any of Client’s guests or invitees are under the legal drinking age, intoxicated or should not be served an alcoholic beverage product, Caterer shall refuse, limit or discontinue alcoholic beverage service to such person and request that Client and/or any such guests leave the Location, all without any refund of the Event cost.
Outside Food/Beverage
No food or beverages of any nature may be brought into or removed from the Location by the Client, Client’s guests or Client’s invitees without Caterer’s prior written approval. In the event that Caterer permits Client to bring any outside food and/or beverages to the Event, an additional service fee and/or a corkage fee may apply. It is expressly understood that Caterer is not responsible for any liabilities, claims, damages, costs or expenses (including, without limitation, product liability claims) arising in connection with the delivery, condition or substance of any outside food or beverage. Client agrees to indemnify, defend and hold harmless Caterer in connection with any outside food and/or beverage. Regardless of who provides any alcoholic beverages, Caterer reserves the right to refuse to serve alcoholic beverages to Client, Client’s guests and Client’s invitees.
Late Payments; Additional Costs and Expenses
Interest will accrue daily and be payable on all amounts due, owing and unpaid following the conclusion of the Event at the rate of eighteen percent (18%) per annum (or, if lower, the highest rate permitted under applicable law). Client agrees to reimburse Caterer for all costs, disbursements, expenses and attorney fees incurred by Caterer in enforcing the provisions of the Agreement. Client shall reimburse Caterer for services and equipment provided prior to and on the day of the Event based on the mutual agreement of the parties. Client shall also be responsible for any and all costs incurred or to be incurred by Caterer to remedy any theft or damage, ordinary and extraordinary, caused to any facilities, equipment or fixtures of Nu Stadium or the Miami Freedom Park development by reason of the Event. Client agrees to provide Caterer all information Caterer deems necessary to assure Client’s creditworthiness with respect to Client’s payment of the Estimated Event Price plus service charges, taxes and other charges incurred in excess of the BEO.
Tax Exemption
In order for Caterer to process Client’s account as tax exempt from state sales tax, Client must fill out a form that will be provided by Caterer.
Insurance
Client shall, upon request, provide and keep in force during the Event from insurance companies authorized to do business in Florida and with a minimum rating of A- or better (as
determined by A.M. Best Company), commercial general liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, including coverage for personal injury and contractual liability. Caterer, Inter Miami Stadium, LLC and their respective affiliates, subsidiaries and parent companies (together the “Additional Insured(s)”) shall be named as additional insured parties on Client’s commercial general liability policy. Such policy shall contain a clause providing in substance that it will not be cancelled or that any material provisions thereof will be amended adversely to the Additional Insured(s). Said coverage will (a) be primary insurance and the insurer shall be liable for the full amount of any loss up to the total limit of liability required without the right of contribution of any other insurance coverage held by the Additional Insured(s); and (b) include waivers of subrogation in favor of the Additional Insured(s). As a precondition to exercising its rights hereunder and in conformity with the above, Client shall provide evidence of such coverage thirty (30) days prior to the Event via an accord certificate of insurance. Client shall be responsible for insuring all property it owns or maintains that is brought on the Event premises. Client shall maintain, at its own cost and expense, workers compensation insurance in respect of all employees and any borrowed, leased or other person to whom such compensation may be payable by Client. Client agrees to provide Caterer with thirty (30) days’ advance written notice of cancellation of coverage with respect to any of the required insurance coverages.
Hold Harmless/Indemnification
None of the Additional Insured(s) shall be liable for any loss, damage, or injury to any person or property in or around the Location or in any other parts of or areas of Nu Stadium, including its parking areas or the Miami Freedom Park development, whether from theft or vandalism or any other cause, unless the loss, damage or injury was caused by an Additional Insured’s sole gross negligence or willful misconduct. Client agrees to indemnify and hold the Additional Insured(s) harmless from each and every type of liability, damage, loss, cost or expense, including reasonable attorneys’ fees, arising out of, or allegedly arising out of: (a) any claim in conjunction with Client’s use or occupancy of the Location, Nu Stadium or the Miami Freedom Park development; (b) the acts or failure to act of Client or Client’s guests or invitees; (c) any violation or alleged violation of any law or governmental rule or regulation by Client or Client’s guests or invitees; or (d) any violation of any term or condition of the Agreement by Client. Caterer will notify Client of any such damage or loss, and the costs related thereto. Client shall pay all such amounts to Caterer within ten (10) days following such notification. In no event shall the Additional Insured(s) be liable for such damages recited herein, except to the extent caused by their sole gross negligence or willful misconduct.
Limited Liability
Caterer ‘s liability is limited to direct damages that Client incurs as a result of the gross negligence or willful misconduct of Caterer’s employees who provide the catering services for the Event. IN NO EVENT WILL CATERER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CATERER’S AGGREGATE LIABILITY WILL IN NO CASE EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO CATERER PURSUANT TO THIS AGREEMENT.
Display/Signage/Storage
All displays and signage must be approved by the Caterer’s authorized representatives.
Force Majeure
If for any reason beyond Caterer’s reasonable control, including, but not limited to, strikes, labor disputes, accidents, unavailability of the Location, pandemic or epidemic as identified by the Center for Disease Control (“CDC”), food scarcity due to external forces, government requisitions, acts of war, weather conditions or events or acts of God, Caterer is unable to perform its obligations under this Agreement, such non-performance shall be excused and Caterer may, in its absolute discretion, terminate this Agreement without further liability of any nature and return any refundable prepaid amounts. In no event will Caterer be liable for any damages to Client including, but not limited to, indirect, punitive or consequential damages of any nature, for any reason whatsoever.
Termination
Without prejudice to any of its other rights and remedies hereunder or otherwise, Caterer may, in its sole discretion, terminate this Agreement prior to the date of the Event upon written notice to Client if in Caterer’s sole judgment, such act is necessary. If the Event cannot be rescheduled for another date at the Location, any refundable prepaid amount will promptly be returned to the Client.
Miscellaneous
Client agrees to conduct the Event in a manner that is appropriate for the Location and in full compliance with all applicable laws, codes, rules and regulations having jurisdiction over the Location.
Caterer is not responsible for lost or stolen items. Caterer may request that Client obtain and pay for bonded security personnel when valuable merchandise or exhibits are displayed or held overnight in any location within or about Nu Stadium or when an Event is deemed to present a potential crowd control issue.
Any photos, images, or other representation of Nu Stadium or the Miami Freedom Park development and all licensed trademarks of Inter Miami CF may not be used by Client or Client’s guests or invitees for promotional purposes. Use of any such photos, images, representations or trademarks must be approved in writing by Inter Miami Stadium, LLC, Inter Miami CF or their affiliates, as applicable.
The parties hereto represent that they each have full authority to enter into this Agreement. All disputes or complaints relating to services under this Agreement must be submitted in writing within seven (7) days after the Event date. Client’s failure to notify Caterer of the specifics of any dispute or complaint as required herein shall constitute a waiver of such dispute or complaint.
The parties’ consent that the courts situated in Erie County, New York shall have exclusive jurisdiction over all legal proceedings of any nature, brought by either party to enforce any right or obligation under this Agreement. All capitalized terms used but not defined herein shall have the meaning given to such terms in the BEO. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to its conflicts of laws principles.
