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RESOLUTION 92-20504 • RESOLUTION NO. 92-20504 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING SPECTACOR MANAGEMENT GROUP TO EXECUTE A LEASE AGREEMENT WITH PTG FLORIDA, INC. , A FLORIDA CORPORATION, FOR THEATRICAL AND DRAMATIC PLAYS, AND MUSICALS AT THE JACKIE GLEASON THEATER OF PERFORMING ARTS. WHEREAS, the Agreement between Spectacor Management Group ("SMG") and the City of Miami Beach ("City") authorizes SMG to execute contracts for lease of the Convention Center through December 31, 1993 ; lease agreements for lease periods after December 31, 1993 must be approved by the City Commission; and WHEREAS, a Lease Agreement between SMG and PTG Florida, Inc. providing for a period of three theatrical seasons has been presented to the City Commission; and WHEREAS, the City Commission has been advised of and is familiar with the terms and provisions of the said Lease Agreement and deems it to be in the best interest of the City to authorize the execution of the said lease agreement by SMG. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the attached Agreement between Spectacor Management Group and PTG +f Florida, Inc. is hereby authorized and approved. PASSED and ADOPTED this 6th d. .f May 1 , 9 92 e // MAYOR Attest: IC—CAAa-AA City Clerk Form Approved Legal D a tment 3-- 071Z-- PNB: 1 C:\resoluti\PTG.SPE • CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010 FAX: (305) 673-7782 COMMISSION MEMORANDUM NO. 3)q _q DATE: May 6, 1992 TO: Mayor Seymour Gelber and Members of the City Commission FROM: Roger M. Carlton! ill / City Manager }, �---r- 9 i' V ° --_ PACE THEATRICAL GROUP (PTG) CONTRACT SUBJECT: (BROADWAY SHOWS) ADMINISTRATION RECOMMENDATION: Approve contract with Pace Theatrical Group (PTG) commencing on July 1, 1993 and ending on June 30, 1996 to produce broadway shows in the Jackie Gleason Theater. BACKGROUND: Since 1975 broadway shows have been contracted in the Jackie Gleason Theater. Spectacor Management Group (SMG) has been negotiating with PTG and an agreement has been reached with the administration's approval. o . ANALYSIS: The initial term is for three (3) theatrical seasons (Nov-May) with two (2) one (1) year options. . A minimum of 48 days of performances . All shows to be presented shall be first class productions as defined by Actors Equity . The rental is as follows: 1993-94 season $15, 000 per week 1994-95 season $15, 000 per week 1995-96 season $16, 000 per week 1996-97 season $16, 000 per week (1st option) 1997-98 season $17 , 000 per week (2nd option) (The current rental rate is $12 , 000 per week. ) . Issuance of promotional tickets to be furnished to the City, i.e. 20 for opening night and 10 for each performance thereafter. PTG acknowledges that the policy currently in effect for promotional tickets is in the process of being reviewed and that in the event the policy changes, an economic adjustment will be negotiated in good faith. . Required insurance noted in the agreement to be approved by the City. It should be noted that, in accordance with the attached letter, PTG has agreed to continue to assist in the creation of a corporate sales campaign and negotiate a separate agreement which would develop an incentive plan that would contribute and reimburse the City for its efforts in these areas. CONCLUSION: This agreement is an equitable agreement for the City and PTG. PTG is the major user of the Theater. 2 RMC/NL/mq AGENDA ITEM DATE • • AGREEMENT THIS AGREEMENT, made and entered into this day of Kri 1992, by and between SPECTACOR MANAGEMENT GROUP, hereinafter called "OPERATOR", AND PTG FLORIDA, INC. , a Florida corporation, hereinafter called "PRODUCER", WITNESSETH: OPERATOR manages, operates and maintains the Jackie Gleason Theater of the Performing Arts, on behalf of the City of Miami Beach, a Florida municipal corporation (the "City") , under rights granted by and obligations imposed under an agreement between CITY and OPERATOR. That the OPERATOR grants unto the Producer the use and occupancy of the Jackie Gleason Theater of the Performing Arts, upon the following terms and conditions. 1. OPERATOR 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 Jackie Gleason Theater of the Performing Arts (hereinafter referred to as "JGT") , Miami Beach, Florida, commencing on July 1, 1993 and ending on the 30th day of June; 1996. The initial term of this contract is for three theatrical seasons, with two-one year renewal options, which options are subject to the prior approval of the City in its sole discretion. A theatrical season begins on the first day of November and ends the following thirtieth (30th) day of May. OPERATOR 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 OPERATOR specifically retains full, total and complete right thereto. 2 . This contract 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, 1993. 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 the Jackie Gleason Theater 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 the Jackie Gleason Theater shall be First Class productions, as defined by Actors Equity. c. The extent, date and time of each performance shall be presented by the PRODUCER to the Theater Manager of the Jackie Gleason Theater and all dates are to be tentatively blocked eighteen months in advance, and confirmed in writing but may be changed subject to availability or canceled by 105 days' written notice from the PRODUCER. All dates reserved and not so canceled 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 canceled 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, with a maximum hold of fourteen (14) weeks. However, this shall not preclude PRODUCER from obtaining additional weeks within said month subject to availability and CITY approval. 2 d. The base rental for each week the PRODUCER puts on a first class show at the Jackie Gleason Theater will be as follows: 1993-94 Season $15,000.00 per week 1994-95 Season $15, 000.00 per week 1995-96 Season $16, 000.00 per week (1st option) 1996-97 Season $16, 000.00 per week (2nd option) 1997-98 Season $17,000.00 per week 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 OPERATOR $1, 250. 00 for an eighth day for move-in and $2 , 000.00 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 OPERATOR'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 OPERATOR 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 OPERATOR 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 OPERATOR the sum of Two Thousand Five Hundred Dollars ($2, 500.00) 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 OF MIAMI BEACH twenty (2 0) top price promotional tickets for the opening night of 3 • each show, and ten (10) top price promotional tickets for each additional performance thereafter. PRODUCER acknowledges that the City is currently reviewing its policy regarding receiving promotional tickets from producers, and PRODUCER agrees that in the event CITY changes its policy so as to reduce the number of tickets to be received, PRODUCER will negotiate in good faith for an economic adjustment to this Agreement. h. PRODUCER agrees to cooperate with OPERATOR and the CITY in a joint marketing effort for the facility. 3 . Technicians, stage hands, ticket sellers, ticket takers, off duty police officers, off duty firefighters, ushers, and other personnel as needed may 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 payments of Wages, Workers' Compensation, Unemployment Insurance, Social Security and Withholding Taxes. The OPERATOR reserves the right during the period of this contract to employ its own ticket takers, and ticket sellers, ushers and other personnel, 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 OPERATOR'S ticket sellers and shall be provided with two (2) ticket windows seven (7) days a week if such right is exercised. In the event the OPERATOR employs ticket takers, ticket sellers, ushers and other personnel as needed the PRODUCER agrees to pay the OPERATOR competitive compensation for such services. PTG Florida, Inc. agrees to pay for all preliminary and run of show box office labor at the rate of $1, 500.00 per show week. 4 . The OPERATOR 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. 5. The OPERATOR 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 by herein. The OPERATOR shall also furnish at its expense 4 janitorial services and supplies, house lights, all lighting available in the Jackie Gleason Theater and lighting equipment, and all available in the Jackie Gleason Theater sound equipment and systems. 6. 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, commercial general liability insurance, on an occurrence form, in the amount of $1, 000, 000 per occurrence for bodily injury, death, property damage and personal injury. The policy must include coverage for premises operations, blanket contractual liability (to cover the indemnification provision) products liability and completed operations and independent contractors. PRODUCER shall also provide automobile liability insurance in the amount of One Million ($1, 000, 000.00) Dollars per occurrence to provide coverage for any owned and non-owned vehicles used by the lessee on the Facility premises, including loading and unloading hazards, which must name the City of Miami Beach and OPERATOR as additional insureds. PRODUCER agrees to hold harmless, save, insure, protect, defend and indemnify the OPERATOR and the CITY OF MIAMI BEACH 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 OPERATOR 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 of Miami Beach and OPERATOR'S Insurance Managers, 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 rate A:X or better according to A.M. Best's Key 5 Rating Guide (latest edition) and who are duly authorized to do business in Florida. 7 . 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 OPERATOR. 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. 8. The PRODUCER further agrees to deposit with the OPERATOR upon the execution and delivery of this instrument, Two Thousand Five Hundred Dollars ($2, 500.00) which deposit shall be deemed a guarantee and which deposit will be held by the OPERATOR and may be applied to any rentals canceled without 105 days notice to the OPERATOR or other obligations of PRODUCER. 9. 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. INTENTIONALLY OMITTED. 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, which is currently 6.5%, and the PRODUCER shall pay the same. 10. PRODUCER further agrees to furnish the OPERATOR attendance totals and any reasonable additional backup material necessary for the OPERATOR internal auditor to verify such attendance totals. 11. This agreement may be modified from time to time by mutual agreement of the parties, which said agreement shall be 6 • reduced to writing and executed by the parties. Said modification may be treated as an amendment to or a supplement to this agreement. 12. PRODUCER shall collect for the CITY One Dollar ($1.00) per ticket sold for the Community Benefit Committee for the Performing Arts in accordance with Resolution Nos. 83-17447 and 84- 17882, 4- 17882, and remit to the City $1.00 per ticket sold, less the sales tax, and furnish box office statements to Producer for each performance. Surcharge is not considered rent. 13 . OPERATOR and PRODUCER hereby acknowledge and confirm that the Broadway Series throughout Florida is presented by the Florida Theatrical Association, a Federal and State not-for-profit 501 (c) 3 Organization in association with PRODUCER. Florida Theatrical Association sponsors and presents the Broadway Series and has an agreement with PRODUCER to implement the series and OPERATOR hereby consents to the same. 14. ASSIGNMENT AND SUBLETTING: Producer shall not assign, transfer, or sublet this agreement or its right, title or interest therein without Operator's prior written approval, except as provided above. 15. Future performances of "Phantom of the Opera" will be contracted separately, however, "Phantom" can be included as part of the minimum requirements within the season that it is scheduled. 16. PREMISES AND EQUIPMENT: a) This Agreement grants unto the Producer the full use of stage, existing stage setting, stage properties, stage lights, dressing rooms, "green room", orchestra pit, orchestra, mezzanine and balcony seats, lobby, gallery and entry ways. The Producer shall take the premises as they are at the time of occupancy by the Producer. In the event the Producer finds it necessary to remove or change the location of any stage rigging, settings, curtain or equipment, the changes shall be made by the Producer at the Producer's expense; provided, however, that no removals or changes shall be made without prior written consent of the Theater Director. Producer further agrees to replace and restore all said 7 stage riggings, settings, curtains or equipment to the former location and condition in which the Producer found them. b) Producer agrees to pay costs of repair and replacement and all damages of whatever origin or nature which may occur during the term of this agreement in order to restore the leased premises or other parts of the Operator's premises affected by the event to a condition equal to that at the time this agreement became effective. In the event the Producer shall fully and faithfully comply with all of the terms, covenants, provisions, and conditions of this Lease, said security shall be set off against any rent owed to the Operator at the termination of the Lease. In the event of any bankruptcy or other insolvency proceeding against Producer, it is agreed that all security deposits held hereunder shall be deemed to be applied by Operator to rent, sales tax and other charges due at date of bankruptcy and/or insolvency. c) Producer shall not injure, mar, or in any manner deface the premises or any equipment contained therein and shall not cause or permit anything to be done whereby the said premises or equipment therein shall be in any manner injured marred or defaced. Producer further agrees it will not tape items, drive or permit to be driven nails, hooks, tracks, or screws into any part of said building or equipment contained therein and will not make or allow to be made any alterations of any kind to said building or equipment contained therein. Producer further agrees that if any alterations are made to accommodate productions, Producer will restore facility to same condition as when they took occupancy. 17. REHEARSAL HALL: Unless otherwise specified in this Agreement, the rehearsal hall is not included in the leased premises nor is rent for the rehearsal hall included in the amount of rent payable for the leased premises. The rehearsal hall is subject to additional rent charges. The rehearsal hall will not however, be subject to additional rent charges if used by Producer during run of show. 18. INTENTIONALLY OMITTED. 8 19. ORDINANCES AND REGULATIONS: Producer will comply with all laws, ordinances and regulations adopted or established by federal, state or local governmental agencies or bodies; and by all facility rules and regulations as provided by Operator, and Producer will require that its agents and employees likewise comply. Producer agrees that at all times it will conduct its activities with full regard for public safety and will observe and abide by all applicable regulations and requests by duly authorized governmental agencies responsible for public safety and by Operator to assure such safety. Operator further agrees that all portions of sidewalks, entries, doors, passages, vestibules, halls, corridors, stairways, passageways, and all ways of access to public utilities of the premises shall be kept unobstructed by the Producer and shall not be used for any purpose other than ingress or egress to and from the premises by Producer. Producer also shall not use or store or permit to be used or stored in or on any part of the Leased premises any substances or thing prohibited by law, ordinance, or standard policies of fire insurance companies operating in the State of Florida, without the permission of the Operator. Illuminating oils, candies, oil lamps, turpentine, benzene, naphtha, or other similar substances or explosives of any kind shall not be placed in or on the licensed premises. It is further agreed that no inflammable materials, such as bunting, tissue paper, crepe paper, etc. , will be permitted to be used as decorations, and decorative materials unless they are treated with flameproof ing and are approved by the appropriate inspector of the City of Miami Beach or Dade County, Florida, before the same are installed. 20. POWERS TO VACATE PREMISES: Operator shall retain the right to cause interruption of any performance in the interest of public safety, and to likewise cause the termination of such performance when in the judgment of the Operator such action is necessary in the interest of public safety. Should it become necessary in the judgment of the Operator to evacuate the premises because of a bomb threat or for other reasons of public safety, the 9 Producer will retain possession of the premises, for sufficient time to complete presentation of its activity without additional rental charge. If it is not possible to complete presentation of the activity, rental shall be prorated, and the Producer hereby waives any claim for damages or compensation from the Operator. Operator reserves the right to make such announcements as are deemed necessary at any time in the interest of public safety. Producer agrees that it will cooperate with the delivery of such announcements for public safety, including but not limited to, announcements to require patrons to leave their seats or to leave the premises. The Operator reserves the right to eject or cause to be ejected from the premises any person or persons causing a disturbance, and neither the Operator nor any of its officers, agents or employees shall be liable to the Producer for any damages that may be sustained by the Producer through the exercise by the Operator of such right. 21. DEFAULT AND OPERATOR'S REMEDIES: Default shall be defined as the untimely performance of any and all clauses in. this Lease . Operator may exercise any or all remedies enumerated or permitted by law. Operator may hold a landlord's lien on any and all personalty when Producer is in default and Producer expressly gives Operator permission to remove and store at Producer's expense, any personalty abandoned on the demised premises. The Producer shall pay upon demand all Operator's expenses and costs incurred in enforcing the Producer's obligations under this lease including but not limited to: legal costs, charges and/or expenses, including reasonable attorney's fees incurred by Operator in any pre-litigation negotiation, litigation and/or appeal in which the Producer causes the Operator to become involved or concerned. Operator may resort to any one or more of such remedies or rights, and adoption of one or more such remedies or rights, shall not necessarily prevent the enforcement of other remedies or rights concurrently or thereafter. 22. RIGHT OF ENTRY: Any duly authorized agent or agents or employees of the Operator shall have the right at any time to enter 10 • • into any and all parts of the premises for the purpose of inspecting the same, making or causing to be made, necessary repairs thereto, enforcing all necessary and proper rules for the management and operation of the premises, and enforcing the Producer's obligations hereunder. 23 . SUPPLY OF KEYS TO DIRECTORS: The Operator or his representative shall have available to him at all times, total and complete access to all portions of the leased premises. Producer shall supply to the Operator, or his representative, a key or keys to any and all parts of the premises which Producer desires to secure under lock, such keys and locks to be provided for and installed and removed at the sole expense of Producer, subject to immediate removal upon termination of this Agreement, or otherwise at the discretion of the Director. In the event the Director determines it to be necessary to remove any locks which have been installed by Producer, the Director may order such removal, the cost of which shall be borne by Producer. 24 . NO BOX OFFICE BAILMENT: In the handling, control, custody and keeping of receipts and funds, whether the same are received through the box office or otherwise, the Operator is acting for the accommodation and sole benefit of Producer and that, as to such receipts and funds, the Operator shall be responsible only for gross neglect, bad faith or theft. 25. MISCELLANEOUS: (a) All legal proceedings arising from this lease shall be in the courts situated in Dade County, Florida. (b) If any section, subsection, clause or provision of this Lease is held invalid, the remainder shall not be affected by such invalidity. (c) This Lease may only be altered, changed or amended, by an instrument in writing signed by both parties hereto. (d) No waiver of any covenant or condition of this Lease by either party shall be deemed to imply or constitute a further waiver of the same covenant or condition or any other covenant or condition of this Lease. 11 (e) This Lease contains and embodies the entire agreement of the parties hereto and no representations, inducements or agreements oral or otherwise, between the parties not contained and embodied herein shall be of any force and effect. (f) In any conflict between the Lease and other written provisions the lease shall prevail. IN WITNESS WHEREOF, the parties hereto have caused these presence to be signed in this corporate names by their duly authorized officers, their corporate seal is to be affixed, and attested by their respective City Clerk and Secretary. , FORM APPROVED Ma o L DEP T. ATTEST: S.-- Date _ _ (1\ E - CITY CLERK Iq PTG FLORIDA, INC. X7. \ ,\ L SCOTT ZEIGEk( ) PRES DENT ATTEST: SEC' TARY OF PTG FLORIDA, INC. 12 RE SO UTION O. 92-20504 Authorizing Spectacor Management Group to execute a lease agreement with PTG Florida, Inc. , a Florida Corporation, for theatrical and dramatic plays and musicals at the Jackie Gleason Theater of Performing Arts. • i ai