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RESOLUTION 84-17918 RESOLUTION NO. 84-17918 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING EXECUTION OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND MACCABEE INVESTMENTS INC. , GRANTING THE RIGHT TO MACCABEE INVESTMENTS INC. , TO PRESENT THEATRICAL, DRAMATIC, AND MUSICAL PERFORMANCES AT THE MIAMI BEACH THEATER OF THE PERFORMING ARTS, IN THE CITY OF MIAMI BEACH, FLORIDA. WHEREAS, the City Commission of the City of Miami Beach, Florida, desires to enter into an appropriate agreement whereby the City of Miami Beach would give and grant the right to theater producer Zev Bufman to present theatrical and dramatic plays, and musicals at the Miami Beach Theater of the Performing Arts, in the City of Miami Beach, Florida; and WHEREAS, the City Commission of the City of Miami Beach, Florida, has found and determined that it is in the best interests of the City of Miami Beach and its citizens and residents to enter into said agreement with Zev Bufman d/b/a MACCABEE INVESTMENTS INC. , for a period of a minimum of six theatrical seasons, a theatrical season begins on the first day of November and ends the following thirtieth day of May; and WHEREAS , an agreement has been prepared and approved by the City Attorney, and the City Manager has recommended that the City Commission enter into said agreement; and WHEREAS , the City Commission of the City of Miami Beach is familiar with the provisions of said agreement, a copy of which is attached hereto and made a part hereof; and WHEREAS , all resolutions and contracts inconsistent with this resolution and contract are repealed: NOW, THEREFORE , BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City Clerk be and they are hereby authorized and directed to execute said agreement in the name of and on behalf of the City of Miami Beach, Florida. PASSED and ADOPTED this 7th day of November , 1984 . 4.2 • MAYOR Attest: )4.7-1 e „ City Clerk _ . rt.......�..,...r_,_.,.... / ' /rp,•+.I r.+...Mrra..fir sa.+ - OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH, FLORIDA 33139 AGREEMENT THIS AGREEMENT, made and entered into this91"tt day of 47A-1,,-(11.\./4t,j, 1984 , by and between the City of Miami Beach, a municipal corporation of the State of Florida, hereinafter called "CITY" , and MACCABEE INVESTMENTS INC. , a Florida corporation, hereinafter called "PRODUCER" , WITNESSETH; THAT IN CONSIDERATION of the sum of One Dollar ($1. 00) and other good and valuable consideration, each to the other in hand paid, and of the covenants herein agreed to be kept and performed by each of the parties hereto, it is agreed as follows: 1. CITY does hereby give and grant to the PRODUCER the right to present Broadway first class shows consisting of theatrical and dramatic plays , and musicals at the Miami Beach Theater of the Performing Arts (hereinafter referred to as TOPA) , Miami Beach, Florida, commencing on November 1, 1986 and ending on the 30th day of June, 1993 . The term of this contract is for a minimum of six theatrical seasons. A theatrical season begins on the first day of November and ends the following thirtieth (30th) day of May. CITY agrees that during the theatrical season it will not permit the performance of any other Broadway first class show running for more than one day in TOPA for a period of forty-five days before and thirty days after any Broadway first class show presented for a period of five consecutive days or longer by the PRODUCER. The right granted hereby does not include or apply to concerts , operas , symphonies, rock concerts, ballet, recitals, one nighters, amateur productions , and any other non-Broadway first class show as is commonly known in the industry, and the CITY specifically retains full , total and complete right thereto. 2 . It is understood that although this agreement is made between the CITY and MACCABEE INVESTMENTS INC. , a Florida corporation, the parties are bargaining for the services and talents of ZEV BUFMAN personally, and the designation of MACCABEE -1- INVESTMENTS INC. , a Florida corporation, hereto as one of the contracting parties , is solely for the business convenience of ZEV BUFMAN alone. It is understood that the CITY has the right to terminate this agreement forthwith in the event that the personal services and talents of ZEV BUFMAN are not substantially devoted to the performance of the covenants of this agreement. The personal services of ZEV BUFMAN shall be maintained by ZEV BUFMAN maintaining a minimum of 51% of ownership of MACCABEE INVESTMENTS INC . or if he is a controlling general partner in a limited or general partnership to which this contract maybe assigned. 3. The above right is granted upon the following terms, conditions and covenants: a. PRODUCER covenants that under the rights granted by this agreement, a minimum of forty-eight days , with at least one performance per day, shall be presented in each theatrical season, commencing on November 1, 1986 . All shows to be counted towards the minimum number of days shall be presented for a period of five consecutive days or longer and shall be Broadway first class theatrical shows in the Dade County area. b. During each and every theatrical season the PRODUCER shall present at TOPA a minimum of four first class , first run Broadway shows in the Dade County area each running for five or more consecutive days. All shows to be presented in TOPA shall be First Class productions, as defined by Actors Equity. The PRODUCER shall contact the City Manager of the CITY on or after June 1, 1986 to ascertain an opening date for theatrical shows by virtue of a completion date of construction and renovations of TOPA. The CITY is not liable for damages suffered by PRODUCER relating to a delayed completion of TOPA. In the event that TOPA is not completed for purposes of theatrical shows by November 1 , 1986 but is completed by February 1 , 1987 , PRODUCER shall for the first shortened theatrical season put on a minimum of twenty-four (24) days, with at least one show per day, and a minimum of two -2- first class first run shows in Dade County provided suitable dates are made available by CITY. Suitable dates mean two separate two consecutive week periods. c. The extent, date and time of each performance shall be presented by the PRODUCER to the Executive Director of the Convention Center and all dates are to be tentatively blocked eighteen months in advance and confirmed in writing but may be changed or cancelled by 105 days ' written notice from the PRODUCER. All dates reserved and not so cancelled within 105 to 90 days shall be paid for by the PRODUCER at the rate of $500 per day unless the CITY shall obtain another lessee for those dates or any part thereof in which case PRODUCER shall be liable for any deficiency. All dates reserved and not so cancelled within 89 days shall be paid for by the PRODUCER at the rate of $1,500 per day unless the CITY shall obtain another lessee for those dates or any part thereof in which case PRODUCER shall be liable for any deficiency. PRODUCER shall promptly and punctually pay the deficiencies set forth in this section and in all cases will pay the deficiency within thirty (30) days of its being due. PRODUCER maintains the right to block out two (2) weeks per month during the theatrical season, however , this shall not preclude PRODUCER from obtaining additional weeks within said month subject to availability and CITY approval. d. The base rental for the first twelve months for each week the PRODUCER puts on a first class show in TOPA shall be $8 ,000 . 00 . This base weekly rental shall increase by $1,000.00 each and every succeeding twelve months until the base weekly rental reaches the amount of $12 ,000. 00 and such sum shall remain as the rental for the duration of this contract. PRODUCER shall also pay for any increase in electricity expense from the base year (base year is the first complete theatrical season year) , as is measured by an FPL analysis wL- ich should be conducted at the conclusion of the first theatrical season and annually prior to -3- • the theatrical season for each year following the base year. For purposes of this contract, a week shall be defined as the period of time consisting of Monday through Sunday during which there are a minimum of six (6) performances of a Broadway first class show. When the theater is being rented on a weekly basis the PRODUCER will pay the CITY $750 .00 for an eighth day for move-in and $1,500 .00 for the ninth and subsequent move-in days. CITY is required to provide the PRODUCER with air conditioning only during theatrical performances (show time) and not during rehearsals and move-ins. e. The base rental for each day the PRODUCER has use of the theater for other than Broadway first class shows shall be the CITY'S prevailing base rental per performance excluding the percentage of the gate per performance. First class Broadway shows which run for less than six performances are subject to this base rental. The CITY maintains the right to rent the theater to another lessee for portions of the same day on which PRODUCER is presenting a show provided that such rental will not materially interfere with the production of the PRODUCER'S show and will not result in the PRODUCER incurring additional cost. The PRODUCER will pay the CITY the full prevailing rental rate for each and every move-in day for other than Broadway first class shows and Broadway first class shows running less than six performances. f. The PRODUCER shall pay to the CITY the sum of One Thousand Five Hundred Dollars ($1 , 500) for each and every day less than the minimum forty-eight (48) day requirement in paragraph 3c as liquidated damages and not as a penalty. g. The PRODUCER shall furnish to the CITY twenty (20) top price complimentary tickets for the opening night of each show, and ten (10) top price complimentary tickets for each additional performance thereafter . 4. Technicians, stage hands, ticket sellers, ticket takers, off duty police officers, off duty firefighters , ushers, and other -4- personnel as needed shall be employed by the producer and shall be considered , for the purpose of this agreement, the employees of the PRODUCER, and the PRODUCER shall be responsible for the payment of Wages , Workers' Compensation, Unemployment Insurance, Social Security and Withholding Taxes. The CITY reserves the right during the period of this contract to employ its own ushers , ticket takers, and window ticket sellers as needed in place of PRODUCER'S employees with the exception of ticket telephone sales and subscription sales. PRODUCER reserves the right not to use CITY ticket sellers and shall be provided with two (2) ticket windows seven (7) days a week if such right is exercised. In the event that the CITY employs ticket takers , ticket sellers, ushers and other personnel as needed the PRODUCER agrees to pay the CITY competitive compensation for such services. 5 . The CITY shall not schedule one day theatrical productions less than six days before or after any dates which have been reserved by PRODUCER at the time such one day presentation is scheduled. 6 . The CITY at its expense will furnish air conditioning when required by the season, accidents and unavoidable delays accepted, excepting rehearsals , move in and move out days as provided for herein. The CITY shall also furnish at its expense janitorial services and supplies, house lights, all lighting available in TOPA and lighting equipment, and all available in TOPA sound equipment and systems. 7 . The CITY agrees to furnish office space, if available, in the Theater of Performing Arts at a yearly rental rate to PRODUCER at $7 . 00 per square foot plus electricity and the State of Florida rental tax which is currently 5% . The PRODUCER is responsible for all maintenance , upkeep, and electricity of his office space. Occupancy may be restricted during national political conventions or other activities requiring security precautions. -5- 8 . The PRODUCER agrees to procure and maintain in effect, at his own expense, for each period of time during which he shall have the right to possession of the said premises and facilities under the terms and provisions of this agreement, public liability insurance in the amount of $1,000 ,000 personal injury coverage and $100 ,000 property damage coverage, said insurance also to hold harmless, save, insure, protect, and indemnify the CITY and its officials and employees from any and all suits, causes of action, claims, obligations, demands , damages or liability which may arise from or accrue by reason of the possession and use of the said premises and facilities by the PRODUCER. The insurance policies so provided shall contain provisions that the City Insurance Manager shall receive not less than five days prior written notice of any change, modification, alteration or cancellation of said insurance. Said policy shall be subject to the approval of the City Attorney and City Insurance Manager , and shall be submitted by the PRODUCER not less than five days prior to the date of the first presentation under the provisions of this agreement. The insurance required hereunder shall be furnished by insurance companies rated A:X or better according to A.M. Best' s Key Rating Guide (latest edition) and who are duly authorized to do business in Florida. 9 . The PRODUCER further agrees: a. That all concessions or other rights and privileges as to the serving or dispensing of food, beverages, candy and tobacco or any other article sold or offered for sale dispensed or served to the public, excluding the distribution of free programs in or about the premises are retained by the CITY. b. The said PRODUCER will not vend, sell, serve or otherwise dispense beer , wine, or liquors, nor any other item conflicting with the rights of the concessionaire upon said premises. 10 . The PRODUCER further agrees to deposit with the CITY -6- upon the execution and delivery of this instrument, Fifteen Hundred Dollars ($1 ,500) which deposit shall be deemed a guarantee and which deposit will be held by the CITY and may be applied to any rentals cancelled without 105 days notice to the CITY or other obligations of PRODUCER. 11. Payments to be made to the CITY by the PRODUCER shall be made as follows: a. The basic rental payment as set forth herein or adjustment thereof shall be paid for the entire run of each show on or before move in day. b. The monthly rental plus tax for office space shall be paid on or before the first day of each month. c. All other charges shall be paid on or before move out day. d. Unless otherwise determined, this agreement is subject to the State of Florida sales tax of 5% , and the PRODUCER shall pay the same. 12. PRODUCER further agrees to furnish the CITY attendance totals and any reasonable additional backup material necessary for the CITY internal auditor to verify such attendance totals. 13 . This agreement may be modified from time to time by mutual agreement of the parties, which said agreement shall be reduced to writing and executed by the parties. Said modification may be treated as an amendment to or a supplement to this agreement. 14 . PRODUCER shall collect for the CITY One Dollar ($1. 00) per ticket sold for the Community benefit in accordance with Resolution Nos. 83-17447 and 84-17882. 15. Any and all contracts which are inconsistent with this contract are rescinded and more specifically Zev Bufman Entertainment Inc. ' s contract with the CITY, which was assigned to MACCABEE INVESTMENTS INC. dated February 20 , 1980 , shall be rescinded and become null and void on April 20 , 1985. -7- IN WITNESSETH WHEREOF, the parties hereto have caused these presence to be signed in their corporate names by their duly authorized officers, their corporate seal is to be affixed, and attested by their respective city clerk and secretary this t/- day ti- day of7.1P1k-e_41,-/A-A/ , 1984 . CITY OF MIAMI BEACH /T1/ By: i (-'`._ C— C,_I(' / MAYOR ATTEST: C teLx-,..4 ‘)-)? K-/---- CITY CLERK MACCABEE INVESTMENTS INC. EV BUFMAN, PRESIDENT ...„;:: (/ ' t` ATTEST: -- - 1 4 \'' it SECRETARY OF MACC BEE INVESTMENTS INC. APPROVED LEGALD PT. 7 e— - B y r, ) Date -8- ORIGINAL RESOLUTION NO. 84-17918 (Authorizing execution of agreement be- tween the City of Miami Beach and Maccabee Investments Inc. , granting the right to Maccabee Investments Inc, , to present Theatrical, dramatic, and musical per- formances at the Miami Beach .Theater of the performing arts, in the City of Miami Beach, Florida) T