Management Agreement a // 0?76. 1(6)
MANAGEMENT AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
BROWARD STAGE DOOR THEATER COMPANY, INC.
FOR THE MANAGEMENT OF A PORTION OF THE BYRON - CARLYLE THEATER
THIS AGREEMENT, is made and executed as of this lib, day of ®I'i ! , 2011 (Effective
Date), by and between the CITY OF MIAMI BEACH, a municipal corporation organized and existing
under the laws of the State of Florida whose address is 1700 Convention Center Drive, Miami
Beach, Florida 33139 (City), and the BROWARD STAGE DOOR THEATER COMPANY, INC., a
Florida not - for - profit corporation whose principal address is, 1922 N.W. 83 Drive, Coral Springs,
Florida 33071 (Stage Door).
BACKGROUND
City is the owner of the Byron Carlyle Theater (the Theater), located at 500 71 Street, Miami
Beach, Florida 33141; including that portion of the Theater that is subject to the Agreement and
which is more particularly described and depicted in Exhibit "A" attached hereto and made a part
hereof (the "Facility ").
Stage Door is a professional theatrical entertainment not - for - profit (501(c)3) company
engaged in the business of producing live theatrical productions, and operating, maintaining, and
managing live entertainment facilities, including operations and marketing services for such facilities.
At its regular meeting on October 27, 2010, the Mayor and City Commission approved
Resolution No. 2010 - 27538, approving and authorizing the City Administration to negotiate an
agreement with Stage Door, as the successful proposer pursuant to Request for Proposals No. 24-
09/10, for the management of the Facility.
City desires to engage Stage Door, and Stage Door desires to accept the engagement, to
provide management services for the Facility on the terms and conditions set forth herein.
NOW THEREFORE, recognizing the aforestated recitals as true and correct and
incorporating herein, and in consideration of the mutual covenants and conditions herein contained,
it is agreed by the parties hereto as follows:
SECTION 1. Definitions.
For purposes of this Agreement, the following terms have the meanings referred to in this Section 1:
"Affiliate(s)" -- an entity that directly or indirectly, through one or more intermediaries, controls
or is controlled by, or is under common control with, a specified entity. For purposes of this
definition, "control" means ownership of equity securities or other ownership interests which
represent more than 51% of the voting power in the controlled entity.
"City" -- as defined in the first paragraph of this Agreement.
"City Commission" -- the governing and legislative body of the City.
"City Agreements" -- those existing agreements between the City and a third party relating to
the Facility that are listed on Exhibit "B."
"City Manager" -- the chief executive officer of the City or such person as may from time to
time be authorized in writing by such administrative official to act for him /her with respect to any or
all matters pertaining to this Agreement.
"Commencement Date" -- as defined in Section 2.
"Contract Year" — each one year period beginning May 1 and ending April 30
"Effective Date" — provided that this Agreement has been approved by the City Commission
and executed by City and Stage Door, the date as defined in the first paragraph of this Agreement.
"Event" -- all uses which involve a scheduled beginning and ending time, typically all within
the same day (or for evening Events, typically commencing in the evening and concluding before
1:00 a.m. of the succeeding day unless otherwise approved in writing by City Manager). With
respect to a "Run" (as such term is hereafter defined), each show within the Run shall constitute an
Event.
"Event Expenses" -- any and all expenses incurred or payments made by Stage Door in
connection with the occurrence of an Event at the Facility, including, but not limited to, costs for
staffing (including ushers, ticket takers, security and other Event staff) and costs relating to set -up
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and clean -up.
"Expiration Date" -- as defined in Section 2.
"Facility" -- as defined in the Background Section of this Agreement and as depicted in
Exhibit "A" hereto.
"Fiscal Year" -- each one year period beginning July 1 and ending June 30
"Governmental Requirements" -- all laws, ordinances, rules, regulations, statutes, policies
and procedures (including administrative guidelines), and other legal requirements of any
governmental body or authority or any agency thereof (including, without limitation, federal, State,
County, and municipal).
"Stage Door" -- as defined in the first paragraph of this Agreement.
"Net Operating Loss /Profit" -- with respect to a Fiscal Year, the excess, if any, of Operating
Expenses for such Fiscal Year over Operating Revenues for such Fiscal Year, in the case of a loss,
and the excess, if any, of Operating Revenues for such Fiscal Year over Operating Expenses for
such Fiscal Year, in the case of a profit.
"Operating Expenses" -- any and all expenses and expenditures of whatever kind or nature
incurred, directly or indirectly, by Stage Door in promoting, operating, maintaining, insuring and
managing the Facility, including, but not limited to: employee compensation and related expenses
(e.g., base salaries, bonuses, severance and car allowances), employee benefits and related costs
(e.g., relocation and other related expenses pursuant to Stage Door's relocation policy, parking and
other fringe benefits), supplies, materials and parts costs, costs of any interns and independent
contractors, advertising, all costs of maintaining the Facility as required by this Agreement,
marketing and public relations costs and commissions, janitorial and cleaning expenses, data
processing costs, dues, subscriptions and membership costs, amounts expended to procure and
maintain permits and licenses, sales taxes imposed upon ticket sales or rentals, special
assessments imposed upon the Facility by any governmental entity, professional fees directly
relating to the operation of the Facility, printing and stationery costs, Event Expenses, postage and
freight costs, equipment rental costs, computer equipment leases and line charges, telephone
switch and telecommunications services, repairs and maintenance costs (e.g., elevators and
HVAC), artist and talent fees, costs, and expenses, show settlement charges, security expenses,
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travel and entertainment expenses in accordance with Stage Door's normal policies, the cost of
employee uniforms, safety and medical expenses, exterminator and waste disposal costs, costs
relating to the maintenance of signage inventory and systems, the cost of compliance with
Governmental Requirements, all utility costs, all premiums for insurance carried by Stage Door
pursuant to Section 14, and all other costs of operating and maintaining the Facility. Operating
Expenses shall not, however, include any costs of litigation between City and Stage Door, or any
other costs that are specified in this Agreement as costs to be paid by City. All Operating Expenses
shall be determined in accordance with generally accepted accounting principles consistently
applied and recognized on a full accrual basis.
"Operating Revenues" -- any and all revenues of every kind or nature derived from operating,
managing or promoting the Facility, including, but not limited to: license and concession fees,
rentals, revenues from merchandise sales, advertising sales, equipment rentals, box office
revenues, food service and concession revenues (however, if such revenues are collected in the
first instance by and retained by the concessionaire, only the amount of such revenues paid by the
concessionaire to the Facility shall be included as Operating Revenues), commissions or other
revenues from decoration and set -up, security and other subcontractors (however, if such revenues
are collected in the first instance by and retained by such subcontractors, only the amount of such
revenues paid by such contractors to the Facility shall be included as Operating Revenues),
miscellaneous operating revenues, revenues generated from separate agreements with Stage Door
Affiliates pertaining to the Facility, sponsorship revenues, and interest revenues, all as determined in
accordance with generally accepted accounting principles and recognized on a full accrual basis.
For the sake of clarity, the parties acknowledge that revenues from the sale of tickets for Events at
the Facility are not Operating Revenues, but are instead revenues of the promoter and /or performer
of each such Event. To the extent that Stage Door collects such ticket sale revenue on behalf of a
promoter and /or performer, such ticket sale revenue shall be the source of funds from which Stage
Door collects the rental charges and other event reimbursements owed by the promoter and /or
performer for use of the Facility, which such charges and reimbursements are Operating Revenues
hereunder. Operating Revenues shall not, however, include any revenue from valet parking or any
other parking charges with respect to the Facility or Events and shall not include any revenues from
name -in -title rights (i.e., the right to name the Facility and signage related thereto), all of which are
specifically reserved to City "Renewal Term" -- as defined in Section 2.
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"Run" -- A sequence of performances of the same production.
"Term" -- as defined in Section 2; provided, however, if this Agreement is extended for a
Renewal Term, all references to "Term" contained herein shall also include the Renewal Term.
SECTION 2. TERM.
2.1 Initial Term. This Agreement shall be for an initial term of five (5) years,
commencing on May 1, 2011 (Commencement Date), and ending on the April 30, 2016 (Expiration
Date), unless earlier terminated pursuant to the provisions of this Agreement.
2.2 Renewal Term(s). At its sole option and discretion, the City may extend this
Agreement for up to five (5) additional one (1) year terms, and /or multi -year terms, but in no event to
exceed five (5) years in total, (each such one year term, or multi -year term, as the case may be, a
Renewal Term), by providing Stage Door with not less than 365 days prior written notice prior to the
Expiration Date, or the expiration date of a Renewal Term, as the use may be, and provided further
that Stage Door has met all of the following conditions:
(i) not less than 545 days nor more than 730 days prior to the Expiration Date, or
not less than 545 days nor more than 730 days prior to the anticipated expiration date of the
then current Renewal Term, Stage Door shall provide the City with written notice (the
Exercise Notice) stating that Stage Door desires to exercise the renewal option for a
Renewal Term. Time shall be of the essence with respect to the Exercise Notice and if
Stage Door fails to provide the written notice, as and when required, the renewal option shall
expire and shall not thereafter be exercisable; and
(ii) both at the time that Stage Door delivers its Exercise Notice and at the time
the Renewal Term (for which the option is being exercised) would otherwise commence,
Stage Door shall not be in default under this Agreement; and
(iii) Stage Door shall have achieved, complied with, and /or otherwise met all of
the benchmarks set forth in Exhibit "C" hereto, no later than ninety (90) days prior to the
Expiration Date, or within ninety (90) days of the expiration of the then current Renewal
Term, as the case may be, and which compliance therewith by Stage Door shall be
demonstrated and evidenced to the reasonable satisfaction of the City Manager or his /her
designee. As to this condition (iii) only, in the event that Stage Door has not achieved with,
and /or otherwise met all of the benchmarks in Exhibit "C" hereto within the prescribed time,
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or has not demonstrated sufficient evidence of compliance therewith (to the reasonable
satisfaction of the City Manager or his /her designee), then the City Commission, at its sole
option and discretion, may waive the requirements of condition (iii), and proceed to extend
this Agreement.
In the event the conditions of (i) through (iii) are not met, then this Agreement shall expire at
the end of the Initial Term (i.e. on the originally stated Expiration Date), or upon expiration of the
then current applicable Renewal Term, as the case may be, and the provisions of Section 31 hereof
shall apply.
2.2.1 Notwithstanding anything in this Section 2, in the event Stage Door decides
not to renew the Agreement, it shall provide the City Manager with written notice of its intent
not to renew at least 365 days prior to the Expiration Date, or the expiration date of the then
current Renewal Term, as the case may be.
SECTION 3. BYRON CARLYLE THEATER FACILITY.
The Facility subject to this Agreement shall be those facilities and spaces more specifically
described in Exhibit "A ", attached and incorporated herein. Subject to the terms of this Agreement,
Stage Door shall have the primary use and sole occupation of the Facility and shall be responsible
for its management and maintenance, as further set forth herein.
SECTION 4. OPERATION AND MANAGEMENT OF THE BYRON CARLYLE.
4.1 General Scope. City hereby engages Stage Door to operate, manage, maintain,
promote and market the Facility during the Term, upon the terms and conditions hereinafter set
forth.
4.2 Manager of the Facility. Stage Door accepts the engagement and agrees to operate,
manage, maintain, promote and market the Facility in a manner consistent with other similar first
class facilities. Subject to the terms of this Agreement, Stage Door shall be, as agent for the City,
the sole and exclusive manager of the City to operate, manage, maintain, promote and market the
Facility during the Term. In such capacity, except as otherwise expressly reserved under this
Agreement to the City, and /or except for such matters as are subject to the approval of the City or
City Manager, Stage Door shall have exclusive authority over the management and operation of the
Facility and all activities therein, subject to subsections 4.2.1, 4.2.2 and 4.2.3 hereof.
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4.2.1 Permitted Uses. Stage Door shall use the Facility solely and exclusively as
the headquarters for its not - for - profit live theatrical production company. The Facility shall
be used only as a live theatrical entertainment venue and public auditorium, or any
combination thereof, and for such ancillary uses as are customarily related to such primary
use, including, without limitation, broadcasting, recording, filming, private parties or
functions, food and beverage concessions, in each case in conjunction with an Event or
rental function then being held; and sale of merchandise related to any Event then being
held. The Facility does not include dedicated parking for the building. Patrons of Events
may park in public parking lots and garages if and to the extent available, upon paying the
applicable parking charges.
Such uses shall include only the following (the "Permitted Uses "):
Performance theater;
12) Carpentry shop;
Carpentry and set storage;
Theatrical equipment storage;
Rehearsal space;
Stage Door's administrative offices;
Cafeteria for Stage Door's employees;
Food and beverage concession;
Sale of merchandise related to an Event then being held;
J� Private parties and /or functions in conjunctions with an Event then
being held;
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As an ancillary use, third party rentals as may occur from time to
time;
The movie theater projector and full screen.
No other uses shall be permitted without the prior written approval of the City
Manager, which approval may be granted or withheld in his /her sole discretion. Any such
other use which the City Manager approves must, however, be in accordance with (i) the
Articles of Incorporation and other charter documents of Stage Door; (ii) all laws and
regulations applicable to not - for - profit entities; (iii) all applicable Governmental
Requirements; and (iv) all ad valorem tax exempt uses of property under Chapter 196,
Florida Statutes.
4.2.2 Prohibited Uses. It is understood and agreed that the Facility shall be used
by Stage Door during the Term only for the stated purposes in subsection 4.2.1, and for no
other purposes or uses whatsoever. Notwithstanding anything contained in subsection
4.2.1, or any other term or condition of this Agreement: (1) Stage Door will not make or
permit any use of the Facility that, directly or indirectly, is forbidden by any Governmental
Requirement, or that may be dangerous to life, limb or property; and (2) Stage Door may not
commit waste on the Facility, use the Facility for any illegal purpose, commit a nuisance on
the Facility, or allow any toxic, hazardous or dangerous substance to be brought into the
Facility or stored therein (other than small quantities of materials customarily used in the
operation of a live theatrical performance venue, which shall be used and stored in
compliance with applicable law). In the event that Stage Door uses the Facility for any
purposes not expressly permitted herein, then the City through its City Manager may declare
this Agreement in default and, in addition to all other remedies available to City, restrain
such improper use by injunction or other legal action, with or without notice to Stage Door.
4.3 Cessation /Suspension of Approved Use(s) and /or Business Activitv(ies).
Notwithstanding anything contained in this Agreement, and except for the Permitted Uses
expressly set forth in subsection 4.2.1 (a) — (k), in the event that another particular use(s) and /or
business activity(ies) has been approved by the City Manager, and the City Manager thereafter,
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upon reasonable inquiry, determines that the continuation of such use(s) and /or activity(ies) is, or
may be, inconsistent, contrary to, and /or detrimental to the Permitted Uses set forth in this
Agreement, and /or to the health, safety and /or welfare of the residents of and visitors to the City of
Miami Beach, then the City Manager, upon thirty (30) days prior written notice to Stage Door of
same, may revoke, suspend, and /or otherwise disallow the objectionable uses(s) and /or business
activity(ies), and Stage Door shall immediately cease and desist in providing, and /or continuing with,
said use(s) and /or business activity(ies) within the time period and in the manner prescribed in the
City's notice. In the alternative, the City Manager and /or his designee may allow Stage Door to
continue with the subject use(s), or business activity(ies), subject to such additional guidelines, as
may be determined and established by the City Manager, in his /her sole and reasonable discretion
and judgment.
SECTION 5. SCOPE OF SERVICES.
5.1 General. Stage Door shall perform and furnish management services, personnel,
and systems and materials, as are appropriate or necessary to operate, manage, supervise,
maintain, promote and market the Facility in a manner consistent with the operations, management,
promotions and marketing of other similar first -class facilities.
5.2 Required Number of Events; Continuous Operation; Conclusion of Events. In order
to ensure the continuous operation of the Facility, and commencing on the May 1, 2012, Stage Door
shall cause at least 200 Events to be held at the Facility for each Contract Year (and proportionately
for any partial Contract Year) during the Term. The aforesaid 200 Events shall be calculated by
counting each separate Event in a Run. Notwithstanding the preceding sentence, and the City's
acknowledgment that, during the first Contract Year (i.e. May 1, 2011 — April 30, 2012) Stage Door
may require start-up time within which to promote and advertise its first season, Stage Door shall
cause at least 75 Events to be held at the Facility for the first Contract Year.
Stage Door shall cause the Facility to be open on a year round basis, subject to closures for
reasonable periods for rehearsal, set design, repairs, maintenance and alterations. All Events and
all rentals shall conclude prior to 1:00 a.m. unless otherwise approved by the City Manager, in
writing; provided, however, that Stage Door's employees and /or contractors may be permitted to
remain at the Facility beyond 1:00 AM in the event that same is necessary for purposes of taking
down and /or dismantling a production, cleaning the Facility after a performance, etc., so long as
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Stage Door's activities at the Facility during this time do not disrupt and /or negatively impact the
surrounding neighborhood. In the event of such disruption, the City Manager and /or his /her
designee shall have the right to either strictly enforce the hours of operation, or impose reasonable
guidelines upon Stage Door as a condition to keeping the Facility open for the aforestated purposes
(beyond 1:00 AM).
Booking Policies. The City and Stage Door agree and acknowledge that the Facility must
primarily be used by Stage Door to produce and present in -house live theatrical productions, but that
Stage Door may also, from time to time, rent the Facility to third party presenters consistent with the
terms herein. In booking the Facility, Stage Door will use the City's existing booking policies for the
Byron Carlyle Theater, attached as Exhibit "D" hereto. Except as otherwise provided herein,
Stage Door shall have the sole authority to approve the scheduling of any Event in the Facility and
Events requiring or having co- promotions. Stage Door shall have no obligation, however, to book
any type or category of Events (or specific Event) that are unprofitable, as reasonably determined by
Stage Door. Notwithstanding the preceding, or any other term or condition of this Agreement, the
City Manager shall have the right to prohibit certain Events or uses from occurring at the Facility,
upon the City Manager's reasonable determination that such Event or use might present
unreasonable safety concerns, or violate (or otherwise not comply with) Governmental
Requirements. Notice of any such determination shall be sent by written notice to Stage Door within
thirty (30) days after the City Manager has received the quarterly booking report from Stage Door
that specifies the potential Event.
Attached hereto as Exhibit "E" is a list of Events or rentals which have been booked prior to
the date of approval of this Agreement by the Mayor and City Commission (the Approval Date).
Stage Door shall honor all such bookings and City shall remit to Stage Door all rental revenues (if
any) from the agreements that have already been booked prior to the Approval Date.
5_3 Specific Services. Without limiting the generality of the foregoing, Stage Door shall
perform all of the following services, all without the necessity of first obtaining City's approval (except
where otherwise expressly required in this Agreement), and all of which shall be performed by Stage
Door in a manner consistent with the management and operation of other similar first class facilities:
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5.3.1 employ, supervise, and direct all employees and personnel consistent with
the provisions of this Agreement. All employees shall be employees of Stage Door, its
Affiliates or third parties, and not of City. Stage Door shall be solely responsible for assuring
that the Facility is adequately staffed with competent, qualified personnel to fulfill its
responsibilities under this Agreement;
5.3.2 administer relationships with all third parties (including, without limitation,
entering into contracts and licenses for the food and beverage concessionaire at the Facility)
for the use, maintenance and operation of the Facility, initiate and participate in any and all
negotiations, renewals and extensions relating to such third party relationships, and enforce
contractual agreements concerning any such third party relationships;
5.3.3 negotiate, execute in its name as agent for the City, deliver and administer
any and all licenses, occupancy agreements, sponsorship agreements (excluding name -in-
title agreements), rental agreements, booking commitments, concession agreements
(excluding valet parking agreements), supplier agreements, service contracts (including,
without limitation, contracts for cleaning, decorating and set -up, emergency services, general
maintenance and maintenance and inspection of HVAC and other systems and elevators,
stage equipment, fire control panel and other safety equipment, staffing and personnel
needs, including guards and ushers, telephone, extermination and other services which are
necessary or appropriate, and all other contracts and agreements in connection with the
management, maintenance, promotion and operation of the Facility; provided that (1) if any
such license, agreement, commitment or contract has a term that extends beyond the
remaining Term, such license, agreement, commitment or contract shall provide that it is
automatically assigned to City as of the expiration or termination date of this Agreement and
that the City Manager may terminate any such agreement without payment thereafter at any
time upon not less than ten (10) days written notice; (2) Stage Door shall have the sole
authority to approve the scheduling of any Event to be held at the Facility, subject to the
limitations and requirements of this Agreement; and (3) any contract entered into between
Stage Door and a subsidiary and /or Affiliate company shall be at terms and for prices
customarily charged by such subsidiary and /or Affiliate company for comparable goods and
services elsewhere at rates that are competitive within the industry;
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5.3.4 maintain the Facility (including, without limitation, all structural components
thereof and all electrical, HVAC, life safety, mechanical, plumbing and other systems and
equipment) in a good and clean condition consistent with other similar first class facilities
and in compliance with all Governmental Requirements, ordinary wear and tear, and
casualty loss excepted. Maintenance responsibility shall include, without limitation,
preventative and any and all other maintenance and as required in Exhibit "F" to this
Agreement (entitled "City of Miami Beach Minimum Specifications for Maintenance of the
Miami Beach Byron Carlyle Theater "). Stage Door shall maintain in full force and effect
service contracts with qualified and licensed service providers with respect to HVAC, roof
and elevator systems unless Stage Door warrants and represents to City Manager, in
writing, that Stage Door has sufficient trained and qualified employees (in each case with
not less than one year's experience) to maintain such systems and that any warranties will
not be voided as a result thereof.
Stage Door shall keep on -site maintenance manuals and records reflecting all of
Stage Door's maintenance activities, all of which shall be available for inspection by the City
Manager upon request. Stage Door shall submit to City Manager periodic (not less than
quarterly) reports specifying all maintenance work performed during such period, which
reports shall be used by the City's Property Management Division (or its consultant) as part
of an annual City maintenance inspection and review.
Stage Door warrants and represents to City that, prior to the Effective Date, Stage
Door inspected the Facility, and Stage Door hereby accepts the Facility "as - is, where - is
and with all faults."
5.3.5 rent, lease, or purchase all equipment and maintenance supplies necessary
or appropriate for the operation and maintenance of the Facility;
5.3.6 establish and adjust prices, rates and rate schedules for the aforesaid
licenses, agreements and contracts, and any other commitments relating to the Facility to be
negotiated by Stage Door in the course of its management, operation, booking and
promotion of the Facility; provided, however, that Stage Door shall, on or before the
Commencement Date, submit its proposed initial rates and rate schedule to the City
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Manager for his /her review and approval (which review /approval shall not be unreasonably
withheld, conditioned or delayed) and, thereafter Stage Door shall consult with the City
Manager about any adjustments to the rates and rate schedules at the Facility to be made
by Stage Door, prior to Stage Door's implementation of same;
5.3.7 pay when due, on behalf of the City, all Operating Expenses from Stage
Door's own funds;
5.3.8 after consultation with the City Manager and the City Attorney, and subject to
approval by the City Attorney or his designee, institute as agent for the City, the costs of
which shall be included as Operating Expenses, such legal actions or proceedings
necessary or appropriate in connection with the operation of the Facility (using legal counsel
approved by the City Attorney), including, without limitation, to collect charges, rents or other
revenues due to the City or to cancel, terminate or sue for damages under, any license, use,
advertisement or concession agreement for the breach thereof or default thereunder by any
licensee, user, advertiser, or concessionaire at the Facility; institute on Stage Door's own
behalf (and not as agent for City) without consultation or approval of the City, the costs of
which shall be included as Operating Expenses, such legal actions or proceedings
necessary or appropriate in connection with the operation of the Facility, including, without
limitation, to collect charges, rents or other revenues due to the City or Stage Door or to
cancel, terminate or sue for damages under, any license, use, advertisement or concession
agreement for the breach thereof or default thereunder by any licensee, user, advertiser, or
concessionaire at the Facility;
5.3.9 maintain a master set of all Event records, booking records and schedules for
the Facility (which shall be available for inspection by the City Manager upon request);
5.3.10 provide day -to -day administrative services in support of its management
activities to ensure that the Facility shall be operated, managed, and maintained and
performed in a first class manner consistent with similar first class facilities including, but not
limited to, acquisition of services, equipment, supplies and facilities; maintenance and
property management; personnel management; record - keeping; collections and billing; and
similar services;
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5.3.11 engage in advertising, solicitation, and promotional activities necessary to
effectively market the Facility and Events. In connection with its activities under the terms of
this Agreement, Stage Door will be permitted to use the logo and brand identity of the City of
Miami Beach, and of the Facility, as approved by the City Manager;
5.3.12 operate the Facility's telephone switch and telecommunications services;
5.3.13 act as a collection agent for the City on sales taxes from operation of the
Facility and remit to the State of Florida such sales taxes;
5.3.14 comply with all City Agreements;
5.3.15 Except as otherwise approved by the City Manager, Stage Door shall not
license or allow the use of any portion of the Facility to other than short-term users (i.e., less
than sixty (60) consecutive days). Stage Door shall require that all users of the Facility
provide certificates of insurance evidencing appropriate insurance and any other insurance
required by the applicable license, use or occupancy agreement. Copies of these
certificates shall be furnished to the City Manager prior to any Event or use. Such insurance
shall be kept in force at all times by all licensees, users, lessees and concessionaires. All
liability policies shall name the City and Stage Door as additional insureds. Stage Door shall
also require all users of the Facility to execute (among the terms of the license or occupancy
agreement) an agreement to indemnify, defend and hold harmless the City. Stage Door's
standard license or occupancy agreement shall, at a minimum, include the insurance and
indemnity requirements contained herein; shall further be subject to the prior review and
approval of the City Manager and City Attorney's Office; and — if and when approved — shall
be attached as Exhibit "G" hereto.
5.3.16 Complimentary Tickets. City shall be entitled to receive fourteen (14)
complimentary tickets for each Run at the Facility that is open to the general public, including
those presented or promoted by Stage Door and including third party rentals subject to the
provisions of this Agreement. City may not engage in the sale or re -sale of the
complimentary tickets. Under no circumstances shall City be entitled to "roll over" or "carry
forward" any unused or un- retrieved complimentary tickets; such that, in case of any Event
for which City neglects or otherwise fails to secure the complimentary tickets for any reason
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other than Stage Door's failure to comply with its obligations under this subparagraph,
including reasons that were completely outside the parties' reasonable control, then, City
shall be deemed irrevocably to have waived its right or entitlement to those particular
complimentary tickets and City shall not be entitled to any remuneration for any lost
opportunity. Stage Door shall have sole and exclusive control over seating location
decisions for complimentary tickets so long as the complimentary tickets are seats within the
top 30% tiered price level (and thus the location may change from Event to Event). On or
prior to the Commencement Date, Stage Door shall provide a contact to the City from whom
the City can conveniently secure the complimentary tickets.
5.3.17 Resident Ticket Program. Stage Door shall operate a discount ticket program
available only to City of Miami Beach residents (meaning individuals who permanently reside
in the City of Miami Beach), by which a ten percent (10 %) discount off of the full face value
pricing shall be made available to such City of Miami Beach residents ( "Resident Tickets ") in
advance of ticket sales to the general public. Stage Door reserves the right to require proof
of City residency including, but not limited to, government photo ID, utility bill, school ID or
other similarly credible indicia of residency. For these purposes, the foregoing Resident
Tickets shall be subject to the following rules: 1) Resident Tickets shall be made available to
City of Miami Beach residents at least two (2) calendar days preceding the date upon which
tickets first go on sale to the general public and shall remain available for the full duration of
the sale period; 2) All tickets shall be sold on a first come, first served basis and shall be
available at the Facility box office; 3) The type and location of seating for all tickets shall be
determined by Stage Door, in its sole discretion, but shall include a full range of all ticket
prices; and 4) Stage Door shall have the right to promulgate additional reasonable rules
concerning such sales so long as same are consistent with the terms hereof to assure the
efficient operation of the program and compliance with these terms and conditions.
5.3.18 Stage Door shall operate a ticket program available to children under the age
of twelve (12) years old by which tickets will be sold for sixteen dollars ($16).
5.3.19 If it is financially feasible, Stage Door shall, in its sole and reasonable
discretion, develop, market, and operate a summer camp program for children in musical
theater, stage production, and /or theatrical stage set design. Programs may include writing,
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directing and acting, and performing in a musical production. Summer camp programs may
be offered in 4 and 8 week sessions to children of all ages.
5.3.20 Stage Door shall create and promote a free Young Ambassador Program (the
Y.A. Program) for Miami Beach students with an interest in the performing arts in order to
create a first person perspective of their experiences in theater and the arts. Selected
students will contribute to establishing a vital informational link to their peers regarding the
arts both locally and nationally. In addition, the ambassadors will attend performances
presented by Stage Door, free of charge, in order to expand their interest in the arts, and be
asked to provide reviews for postings on social media sites such as Facebook, Twitter, etc.
Ambassadors will receive community service hours for their participation in the Program.
Stage Door shall submit its detailed written plan to the City Manager or his /her designee
outlining the particulars of the Y.A. Program, for the City's review and approval, within ninety
(90) days from the Effective Date of the Agreement.
5.3.21 Stage Door shall participate in Golden Ticket and Culture Shock programs
offered by Miami -Dade County.
5.3.22 Stage Door shall participate in "Sleepless Night" and offer a FREE
performance(s) during the event. If at any time during the Term of this Agreement, the City,
in its sole discretion, determines not to produce and /or sponsor "Sleepless Night," then
Stage Door's obligation in this subsection shall apply to any such successor event, as the
City may determine, in its sole discretion.
5.3.23 For each Contract Year throughout the Term, Stage Door will offer a
minimum of six (6) internships to students in the City's Teen Club and /or Miami Beach
Senior High School (the Internship Program). The Internship Program will provide selected
interns with hands -on experience in various fields of study including, without limitation,
theater arts and administration. Interns will not be paid, but will be eligible to receive course
credit, subject to their school's approval, or community service hours.
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SECTION 6. COMPENSATION TO THE CITY FOR USE OF THE FACILITY (USE FEE).
6.1 Base Use Fee. For the Term of the Agreement, Stage Door shall pay City a nominal
annual Use Fee for the right to use the Facility, in the amount of One Dollar ($1.00), which shall be
payable in advance without demand, commencing on the Commencement Date and thereafter on
the first day of each Contract Year. If the Commencement Date occurs on a day other than the first
day of a calendar month, the first Contract Year shall include the partial month on which the
Commencement Date occurs and the following twelve (12) calendar months. The Base Use Fee
(and all other amounts due hereunder) shall be paid to City in legal tender of the United States of
America at the following address: Tourism and Cultural Development Department, 1700 Convention
Center Drive, Miami Beach, Florida 33139; or at such other place that City may from time to time
designate by notice in writing.
6.2 Additional Fees and Charge. In addition to the Base Use Fee as set forth in
subsection 6.1, Stage Door shall also be responsible for payment of the following Additional Fees
and Charges:
6.2.1 Taxes; Imposition. Stage Door shall be responsible for all property tax
payments, taxes and impositions. The parties anticipate that the Byron Carlyle
Theater is tax exempt; however, in the event that any property tax payment (or any
other tax and /or imposition) is required in connection with the Facility, or in
connection with Stage Door's use of the Facility and its operations thereon, then
Stage Door shall be solely responsible for such payment(s).
6.2.2 Operating Expenses. Stage Door shall pay all costs and expenses related to
Operating Expenses. Stage Door hereby irrevocably and unconditionally guarantees
to the City that Operating Revenues shall at all times be sufficient to pay as and
when due all Operating Expenses and any and all other amounts that Stage Door is
obligated to pay pursuant to this Agreement, and further covenants and agrees that if
at any time there are insufficient Operating Revenues to pay all of the foregoing
amounts, as and when required, Stage Door shall immediately pay the difference
from Stage Door's own funds. This obligation is absolute and unconditional and
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shall even apply if Operating Revenues are reduced or limited by facts or
circumstances not contemplated by the parties or for reasons beyond the parties'
control. The provisions of this Section 6.2.2 shall survive any termination or
expiration of this Agreement.
6.2.3 Establishment and Use of Capital Fund; Contributions. To help defray the
cost of certain major capital repairs and replacements to the Facility (including,
without limitation, all structural components thereof, and all HVAC, life safety,
mechanical or other systems, plumbing and sewer lines, roof, etc.), Stage Door shall
make annual contributions to a fund (the "Capital Fund ") to be held and disbursed by
City, at the sole and reasonable discretion of the City Manager and his /her designee.
The annual contribution shall be Five Thousand Dollars ($ 5,000) for each
Contract Year throughout the Term. Contributions to the Capital Fund shall be made
in equal monthly installments, commencing on the Commencement Date, and shall
be due on or before the first day of each calendar month thereafter throughout the
Term.
All disbursements from the Capital Fund shall be subject to the approval of
the City Manager. The Fund shall be divided into a Capital Sub - Account. The Sub -
Account shall be held in an interest - bearing bank account established by the City
with all interest being added to, and constituting a part of, the applicable Sub -
Account.
Nothing in this Section 6.2.3 shall limit Stage Door's obligation to maintain the
Facility as required by this Agreement. The Capital Fund is intended only to address
specific major capital repairs and improvements and such items are not all- inclusive.
Additional work and additional funds will be required.
Notwithstanding the preceding paragraph, or this subsection 6.2.3, Stage Door shall
not be responsible for paying for major capital improvements or infrastructure within
the Facility.
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6.2.4 Sales Tax. Stage Door shall pay and include any and all additional sums for
applicable sales and use tax, now or hereafter prescribed by State, federal or local
law, concurrent with and to the extent any sales tax is imposed in connection with
any payment due hereunder by Stage Door.
SECTION 7 — INTENTIONALLY OMITTED
SECTION 8. RIGHTS RESERVED TO CITY
8.1 Rights of Entry. Representatives, contractors and employees of the City shall have
the right to enter all portions of the Facility to inspect same, to observe the performance of Stage
Door of its obligations under this Agreement, to install, remove, adjust, repair, replace or otherwise
handle any equipment, utility lines, or other matters in, on, or about the Facility, or to do any act or
thing which the City may be obligated or have the right to do under this Agreement. Nothing
contained in this subparagraph is intended or shall be construed to limit any other rights of the City
under this Agreement. The City shall not unreasonably interfere with the activities of Stage Door
hereunder, and the City's actions shall be conducted such that disruption of Stage Door's work shall
be kept to a minimum and there shall be no disruption of any Event by City (the City's actions in its
proprietary capacity of the foregoing, shall not diminish any rights of City in its governmental
capacity). Nothing in this subsection shall be construed to impose upon the City any independent
obligation to make repairs, replacements, alterations, additions or improvements or perform any
maintenance or create any independent liability for any failure to do so.
8.2 Valet Parking. City reserves to itself and its contractors and designees (i) all rights to
provide valet parking to the Facility, and (ii) all proceeds from the valet parking operations. City and
its contractors and designees shall have the right to use the driveway entrance and areas located
outside the entrance to the Facility for the valet parking operations, and Stage Door shall not
interfere with valet parking operations. Stage Door may pre - purchase parking controlled by the
City or pre - purchase valet parking. The City Manager shall have the authority to negotiate and
enter into such agreements with respect thereto, as the City Manager deems acceptable.
If the City exercises its right to provide valet parking to the Facility, then Stage Door shall
have no right to provide valet parking or to contract with other parties for valet parking with respect
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to the Facility. However, if the City chooses not to offer valet parking services at the Facility, then
Stage Door shall have first right of refusal to provide valet parking or to contract with a third party for
valet parking at the Facility, at Stage Door's sole cost and expense.
8.3 Signage. The following provisions shall govern the name -in -title rights, interior
naming rights, and the related signage rights with respect to the Facility:
8.3.1 Name -in -Title Rights; Exterior Signage. City reserves the name -in -title rights (i.e., the
right to name the Facility) and all revenue derived therefrom. Notwithstanding the preceding
sentence, Stage Door shall be permitted to change the name of the Facility to "Miami Beach
Stage Door Theater" if and only if the City Commission approves and adopts an ordinance
amending Chapter 82, Article VI, Sections 82 -501 through 82 -505, as same may be
amended from time to time (hereinafter, the "City's Naming Ordinance "), exempting the
Facility from the requirements of the City's Naming Ordinance.
Stage Door shall own and retain all ownership rights to the name "Miami Beach
Stage Door Theater;" provided, however, that, throughout the Term (or other duration) of this
Agreement, Stage Door does hereby grant, permit, and consent to the City's right to use
(and /or reproduce) the "Miami Beach Stage Door Theater" name, at no charge, for purposes
consistent with the intent and stated uses of the Agreement including, without limitation, for
the purpose of identifying and promoting the Facility, and /or for such other public purposes
as the City Manager, in his /her sole and reasonable discretion, may deem necessary. In the
event that this Agreement is terminated and /or otherwise expires, then the City shall
discontinue the use of the name "Miami Beach Stage Door Theater" for the Facility, effective
contemporaneous with the date that Stage Door ceases to manage and operate the Facility.
Notwithstanding the preceding paragraph, the City Commission's consent and
approval shall be required if Stage Door seeks to change the name of the Facility to anything
other than "Miami Beach Stage Door Theater," and any such name change must be
approved by a 5/7 vote of the City Commission.
Stage Door agrees that if the name -in -title is changed to "Miami Beach Stage Door
Theater," Stage Door shall bear all costs (as part of Operating Expenses) to obtain and
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install new signage and to remove the existing signage. Further, if the name -in -title is
approved, as stated herein, Stage Door agrees to utilize the full name of the Facility in its
publications, advertising, promotions, websites, announcements, and other similar and
related materials referring solely to the Facility, unless the use of the full name -in -title is
otherwise unfeasible due to size or space limitations on such publications, advertising,
promotions, websites, announcements, and other similar and related materials, or outside of
its direct control. All exterior signage shall be subject to the City Manager's prior written
approval as to size, location, materials and aesthetics. Stage Door shall have no right to
install any other signage on the exterior of the Facility, except that Stage Door may use the
existing marquis sign to advertise upcoming Events.
8.3.2 Interior Naming Rights; Interior Signage. Stage Door shall be entitled to all
permanent (meaning for a specific area such as a VIP lounge together with a duration in
excess of twelve (12) months) interior signage (and all proceeds derived therefrom shall be
Operating Revenues); provided, however, that the names affixed thereon (including, without
limitation, any sponsorship names) are subject to the City Manager's prior written approval,
which shall not unreasonably be withheld, conditioned or delayed. In no event may any such
signage include the names of any company selling the following types of products
( "Prohibited Names "): guns, tobacco or sexual products.
Nothing contained herein shall preclude Stage Door from allowing sponsors from
using temporary banners and temporary signage within the Facility with respect to any
Event, so long as the banners and signage do not include any Prohibited Names.
Stage Door shall be entitled to all interior signage (and all proceeds derived
therefrom shall be Operating Revenues).
8.3.3 General Requirements. All signage (whether interior, exterior, permanent and /or
temporary) shall comply with all applicable Governmental Requirements, and shall be
maintained by Stage Door in good condition.
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SECTION 9. NON - FUNDING BY CITY.
9_1 City shall have no obligation to provide funds for the payment of Operating Expenses.
9.2 City will have no funding or other payment obligations with respect to the Facility or its
Operating Expenses or its operations other than the costs which the City has specifically agreed to
pay under the terms of this Agreement. Additionally, Stage Door and City have entered into this
Agreement with the expectation and belief that, as of the Effective Date, no governmental body will
impose any ad valorem taxes upon the Facility nor any sales, income, excise or other taxes.
Notwithstanding the preceding sentence, the City makes no representation to Stage Door — either
express or implied — that any or all of such taxes may or may not be imposed at any time during the
Term of this Agreement.
SECTION 10. RECEIPTS AND DISBURSEMENTS.
10.1 Stage Door shall establish and maintain in one or more depositories, one or more
operating, payroll and other bank accounts for the operation and management of the Facility, as
Stage Door shall determine. All Operating Revenues collected by Stage Door from the operation of
the Facility shall be deposited into the accounts and all Operating Expenses shall be paid by Stage
Door as agent for the City from the accounts. Any amounts remaining in the operating accounts
upon expiration or termination of this Agreement for any reason, after payment of all other amounts
that Stage Door is required to pay under this Agreement through the date of expiration or
termination, shall be promptly paid to Stage Door.
SECTION 11. ALTERATIONS, MAINTENANCE, AND REPAIRS.
11.1 Stage Door shall not make any additions, improvements, or alterations (collectively
"Alterations ") to the Facility without the City Manager's prior written consent. The costs of all
Alterations made by Stage Door shall be borne solely by Stage Door from its own funds and shall
not constitute Operating Expenses. The City Manager shall not unreasonably withhold, condition or
delay his /her consent to any Alterations except that the City Manager may withhold consent, in
his /her sole and absolute discretion, with respect to any Alterations that change the structural
elements or life - saving systems or that affect the exterior of the Facility; Notwithstanding anything to
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the contrary, however, Stage Door shall not under any circumstances be permitted to make any
Alterations that: (i) adversely affect the structural portions of the Facility, or (ii) fail to comply with
any applicable Governmental Requirements; or (iii) interfere in any material manner with the proper
functioning of any mechanical, electrical, plumbing, HVAC, life safety or other systems, facilities or
equipment of the Facility.
Except as required pursuant to Section 5.4, it is understood by the parties hereto that
the Stage Door shall not be responsible, nor required to pay for, any other costs related to capital
improvements or infrastructure (i.e. including, but not limited to, plumbing and sewer lines, major
electrical, structural, HVAC, roof, etc.) with regard to the Facility.
11.2 Stage Door shall obtain all required permits for Alterations performed by, through or
under Stage Door and shall perform or cause to be performed such Alterations in compliance with
all Governmental Requirements. Under no circumstances shall Stage Door make any Alterations
which incorporate any Hazardous Substances including, without limitation, asbestos - containing
construction materials, into the Facility. Any request for City Manager's consent to any proposed
Alterations by, through or under Stage Door shall be made in writing and shall contain plans or other
written materials describing the work in detail reasonably satisfactory to City Manager, provided that
architectural plans shall not be required unless required for the issuance of a building permit. City
Manager shall provide or deny consent within twenty (20) business days following receipt of Stage
Door's written request, the failure to provide or deny consent within such twenty (20) business day
period shall be deemed a consent. Should the work proposed by Stage Door and consented to by
City Manager modify the basic floor plan of the Facility and the building permit therefor require
architectural plans, then Stage Door shall, at its expense, furnish City with as -built drawings and
CAD disks for such work. Unless City Manager otherwise agrees in writing, all Alterations made or
affixed to the Facility (excluding moveable trade fixtures, equipment, personal property and furniture)
(including without limitation, all upgrades constructed pursuant to subparagraph (b)), shall become
the property of City and shall be surrendered with the Facility at the expiration or termination of this
Agreement. With respect to Alterations costing in excess of $200,000 City Manager may require
Stage Door to obtain a payment bond for the work.
11.3 Maintenance. The Stage Door shall, at its sole cost and expense, have sole
23
responsibility for maintenance and repair of all facilities, improvements, and facilities and utilities
infrastructure equipment at the Facility. Stage Door shall, at its sole cost and expense, and to the
satisfaction of the City, keep and maintain the Facility, and all improvements thereon, in good, clean,
and sanitary order. Stage Door shall, at its sole cost and expense, have the sole responsibility for
maintaining the grounds of the Byron Carlyle Theater. To that end, the parties herein acknowledge,
and Stage Door herein agrees to be bound by, the minimum maintenance standards set forth in
Exhibit "F" to this Agreement, entitled "City of Miami Beach Minimum Specifications for Maintenance
of the Miami Beach Byron Carlyle Theater." It is further understood that Stage Door shall provide
the City with a quarterly maintenance report, in a format to be approved by the City Manager.
11.4 Personal Property. A list of City owned personal property included in the
Agreement for use by Stage Door during the Term hereof is attached and incorporated herein as
Exhibit "H ". Stage Door hereby accepts such equipment in its "as -is" condition, and without any
warranty(ies), whether express or implied, by the City. Stage Door shall maintain all City owned
equipment and, at its sole cost and expense, acquire and maintain all replacement and such other
equipment as may be necessary to maintain the Facility in a condition which satisfies those
maintenance standards set forth in Exhibit "G ", but shall not have an obligation to improve the
condition of the personal property beyond the "as -is" condition in which it was accepted, all of which
shall be noted on the inventory. Stage Door shall have the right, at the initial inventory and at any
point thereafter, to decline the use and responsibility for any personal property not useful for its
operation of the Facility, and may turn such personal property over to the City in the condition in
which it was accepted. The City shall have the right to periodically take an inventory of any or all
City -owned equipment at the Facility.
SECTION 12. RECORDS, AUDITS AND REPORTS.
12.1 Records and Audits.
12.1.1 Stage Door shall keep full and accurate accounting books and records
relating to all Operating Revenues and Operating Expenses, all in accordance with generally
accepted accounting principles. Stage Door shall give the City's authorized representatives
access to such books and records during reasonable business hours and upon reasonable
advance notice. All books and records shall be made available on -site at the Facility or
electronically. Stage Door shall keep and preserve for at least three (3) years following each
Fiscal Year, or for as long as such records are required to be retained pursuant to Florida
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Public Records Law (whichever is longer), all sales slips, rental agreements, purchase order,
sales books, credit card invoices, bank books or duplicate deposit slips, and other evidence
of Operating Revenues and Operating Expenses for such period. In addition, on or before
120 days following each Fiscal Year, Stage Door shall furnish to the City a line item (i.e., by
categories) statement of Operating Costs and Operating Revenues (and profit or loss) for
the Facility for the preceding Fiscal Year, and including the number of tickets sold and
Events held, prepared in accordance with generally accepted accounting principles certified
as accurate by Stage Door's Chief Accounting Officer or Chief Financial Officer.
12.2 The City Manager shall have the right at any time, and from time to time, to
cause independent auditors or the City's own accountants or auditors to audit all of the
books of Stage Door relating to Operating Revenues, Operating Expenses, tickets and
Events including, without limitation, cash register tapes, credit card invoices, duplicate
deposit tapes, and invoices. No costs incurred by the City in conducting such audit shall be
considered an Operating Expense.
12.3 Annual Plan. Commencing upon May 1, 2012, Stage Door shall provide to
the City on or before June 1 of each year, an annual management plan, which shall include
the annual operating budget for the then current Fiscal Year but may not have a complete
booking plan or event schedule. The annual plan shall include information regarding Stage
Door's anticipated operations for such Fiscal Year, including planned operating and
maintenance activities, anticipated capital improvements and capital equipment purchases
and an anticipated budget therefor, anticipated Events at the Facility (to the extent known at
such time), and planned equipment and furnishings purchases. Stage Door shall have the
right from time to time to make any changes it deems necessary or appropriate to any such
annual plan so long as the annual plan is consistent with Stage Door's fulfillment of its
obligations hereunder.
12.4 Programmatic Plan.
Accompanying the Stage Door's proposed annual budget shall be the Facility
Programmatic Plan for the next fiscal year, detailing the then -known activities planned, and
the number of residents and visitors anticipated to be impacted.
12.5 Major Capital Repairs.
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Accompanying Stage Door's proposed annual budget shall be a detailed list of then -
known major capital repairs anticipated for the Facility.
SECTION 13. INDEMNIFICATION.
13.1 Indemnification.
13.1.1 Stage Door shall indemnify, hold harmless and defend (with counsel
approved by the City Attorney) the City, its officers, agents, servants and employees
from and against any and all claims, liabilities, demands, causes of action, costs and
expenses (including reasonable attorneys' fees at trial and all levels of appeal) of
whatsoever kind or nature ( "Claims ") arising out of (i) error, omission or negligent act
or willful misconduct of Stage Door, its agents, servants, contractors, or employees;
(ii) any default by Stage Door under this Agreement; or (iii) any other claim arising,
directly or indirectly, from the operation or management of the Facility or any Event
held therein or rental or use of the Facility; provided that there is expressly excluded
from the foregoing obligations any Claims to the extent resulting from the gross
negligence or willful misconduct of the City, its officers, agents (excluding Stage
Door), contractors (excluding Stage Door) and employees or the use of the Facility
by the City, its officers, agents (excluding Stage Door), and employees, pursuant to
Section 16 hereof.
13.1.2 In addition, Stage Door shall indemnify, hold harmless and defend the City,
its officers, agents, servants and employees, from and against any claim, demand or
cause of action of whatever kind or nature arising out of any misconduct of Stage
Door not included in the paragraph in the subsection above and for which the City,
its officers agents, servants or employees, are alleged to be liable. This subsection
shall not apply, however, to any such liability as may be the result of the gross
negligence or willful misconduct of the City, its officers, agents, servants or
employees.
13.1.3 The provisions of this Section 13 shall survive expiration or termination of this
Agreement.
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SECTION 14. INSURANCE REQUIREMENTS.
Stage Door shall maintain, at Stage Door's sole cost and expense, the following types of insurance
coverage at all times throughout the Term of this Agreement:
14.1. General liability insurance with not less than the following limits:
General aggregate $2,000,000
Products (completed operation
aggregate) $2,000,000
Personal and advertising (injury) $1,000,000
(Per occurrence) $1,000,000
Fire damage $ 100,000
Medical Expense $ 5,000
Liquor Liability (aggregate) $2,000,000
(Per occurrence) $1,000,000
14.2 Workers Compensation Insurance shall be required under the Laws of the State of
Florida.
14.3 Automobile Insurance shall be provided covering all owned, leased, and hired
vehicles and non - ownership liability for not less than the following limits:
Bodily Injury $1,000,000 per person
Bodily Injury $1,000,000 per accident
Property Damage $ 500,000 per accident
14.4 Fire Insurance for the Theater shall be the responsibility of the City.
The policies of insurance referred to above shall not be subject to cancellation or changing
coverage except upon at least thirty (30) days written notice to City and then subject to the prior
written approval of the City's Risk Manager. Stage Door shall provide the City with a Certificate of
Insurance for each such policy, which shall name the City as an additional named insured. All such
policies shall be obtained from companies authorized to do business in the State of Florida with an
A.M. Best's Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and any
replacement or substitute company shall also be subject to the approval of the City's Risk Manager.
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Should Stage Door fail to obtain, maintain or renew the policies of insurance referred to above, in
the required amounts, the City may, at its sole discretion, obtain such insurance, and any sums
expended by City in obtaining said insurance, shall be repaid by Stage Door to City, plus ten percent
(10 %) of the amount of premiums paid to compensate City for its administrative costs. If Stage Door
does not repay City's expenditures within fifteen (15) days of demand, the total sum owed shall
accrue interest at the rate of twelve percent (12 %) until paid, and such failure shall be deemed an
event of default hereunder.
14.5 Stage Door shall be the named insured under all such policies. The City shall be an
additional insured under the insurance policies described in subsections 14.1, 14.2, 14.4, and 14.5
hereof, as its interests may appear, and all such insurance policies shall contain a provision
covering the indemnification liabilities hereunder.
14.6 Builder's Risk. Stage Door shall also carry Builder's Risk Insurance during any
period of construction of Alterations or any other period of construction by, through or under Stage
Door.
14.7 The terms of insurance policies referred to in Section 14 shall preclude subrogation
claims against Stage Door, the City and their respective officers, employees and agents.
SECTION 15. OWNERSHIP OF ASSETS.
15.1 Ownership. The ownership of the Facility and all buildings and real estate, all
existing (and replacements thereof) technical and office equipment and facilities, furniture, displays,
fixtures, vehicles and similar tangible property located at the Facility shall remain with the City.
Ownership of and title to all intellectual property rights of whatsoever value held in the City's name
shall remain in the name of the City. The ownership of consumable assets (such as office supplies
and cleaning materials), personal property, equipment and fixtures purchased with Operating
Revenues or City funds shall remain with the City, but such assets purchased with Operating
Revenues may be utilized and consumed by Stage Door in the performance of services under this
Agreement. The ownership of data processing programs and software owned by the City shall
remain with the City, and the ownership of data processing programs and software owned by Stage
Door shall remain with Stage Door. Stage Door shall not take or use, for its own purposes,
customer lists or similar materials developed by the City for the use of the Facility, unless prior
written consent is granted by the City Manager. Ownership of equipment, furnishings, materials, or
28
fixtures not considered to be real property purchased by Stage Door with Operating Revenues for
use at and for the Facility shall vest in the City automatically and immediately upon purchase or
acquisition, except for those items which by the terms of this Agreement shall remain the property of
Stage Door. The assets of the City as described herein shall not be pledged, liened, encumbered or
otherwise alienated or assigned. Notwithstanding anything to the contrary contained in this
Agreement, any personalty, furnishings, and movable equipment that is not a fixture and is not
integral to the operation of the Facility purchased by Stage Door and used at the Facility shall be the
sole property of Stage Door.
SECTION 16. USE BY THE CITY
The City shall have the right to use the Facility, or any part thereof, subject to availability, for
the benefit of the community for such purposes including, but not limited to, meetings, City -
sponsored special events, Sleepless Night (or a successor event), receptions, and other purposes,
as deemed necessary by the City Manager, in his /her sole and absolute discretion, without the
payment of any rental or use fee, except the direct out -of- pocket expenses incurred in connection
with such uses shall be paid by the City. City uses of the Facility shall not be competitive with, nor
conflict with, Events booked or sponsored by Stage Door, and shall be booked in advance upon
reasonable notice. Additionally, upon execution of this Agreement, Stage Door acknowledges and
herein agrees to honor all pre- existing scheduled events (see Exhibit "E "), whether booked by the
City or otherwise, at the Facility, whether or not such events actually occur on or after the Effective
Date and Stage Door's possession and use of the Facility for the purposes set forth herein.
SECTION 17. ASSIGNMENT/SUBLET.
17.1 Except as otherwise specifically provided in this Section 17, Stage Door may not
voluntarily or by operation of law, assign, encumber, pledge or otherwise transfer all or any part of
Stage Door's interest in this Agreement or subcontract its management duties hereunder without the
City's prior written consent, which may be granted or withheld in City's sole and absolute discretion.
Any attempt by Stage Door to assign all or any part of its interest and any attempt to subcontract its
management duties hereunder without first having obtained City's prior written approval shall be void
and of no force or effect. In the event of any assignment, transfer, encumbrance or subcontract,
Stage Door shall nevertheless remain liable for all obligations hereunder and the transferee shall be
jointly and severally liable for all obligations thereafter arising under this Agreement. Any transfer of
a controlling interest in Stage Door (whether in a single transaction or multiple transactions) shall be
29
considered an assignment of this Agreement. Stage Door specifically recognizes that City selected
Stage Door to be the manager of the Facility as a result of the City's evaluation of Stage Door's
specific qualifications and experience in operating similar first class facilities.
17.2 The provisions of subsection 17.1 above shall not prevent Stage Door in the
performance of its management duties hereunder to grant licenses and concessions and rental
agreements for Events and entering into a concessions agreement for the concession operations at
the Facility.
SECTION 18. SECURITY.
Stage Door shall provide reasonable security to protect the Facility and its equipment,
materials and facilities, including any City equipment, furnishings, and fixtures used by Stage Door,
and shall be solely responsible to the City for any loss or damage to any City equipment, furnishings,
and fixtures so used by Stage Door.
SECTION 19. PERMITS; LICENSES; TAXES; APPLICABLE LAWS.
Stage Door agrees to obtain and pay for all permits and licenses necessary for the conduct
of its business and agrees to comply with all laws governing the responsibility of an employer with
respect to persons employed by Stage Door. Stage Door shall also be solely responsible for
payment of any and all taxes levied on the Facility and its operations. In addition, Stage Door shall
comply with all rules, regulations and laws of the City; Miami -Dade County; the State of Florida; and
the U.S. Government now in force or hereafter to be adopted.
SECTION 20. UTILITIES; RESPONSIBILITY FOR TAXES AND ASSESSMENTS.
20.1 Utilities.
Stage Door shall be solely responsible for and shall pay (whether to the City or
directly to the utility) before delinquency, any and all charges for utilities used at the Facility
(including, without limitation, water, electricity, gas, heating, cooling, cable, internet,
telephone, sewer, trash collection, etc.).
202 Procedure If Taxes Assessed.
Stage Door agrees to, and shall pay before delinquency, all taxes and assessments
of any kind assessed or levied, whether upon Stage Door or the Facility, by reason of this
Agreement or by reason of any use(s) and /or activity(ies) of Stage Door upon or in
connection with the Facility. The parties acknowledge that Stage Door's operation and use
30
of the Facility is for public purposes, and therefore anticipate that, as of the Effective Date,
no ad valorem taxes should be assessed by the Miami -Dade County Tax Appraiser. If,
however, taxes are assessed by the Property Tax Appraiser, Stage Door shall be solely
responsible for payment of same.
SECTION 21 FORCE MAJEURE.
21.1 No party will be liable or responsible to the other party for any delay, damage, loss,
failure, or inability to perform caused by "Force Majeure" if notice is provided to the other
party within ten (10) days of date on which such party gains actual knowledge of the event of
"Force Majeure" that such party is unable to perform. The term "Force Majeure" as used in
this Agreement means the following: an act of God, strike, war, public rioting, lightning, fire,
storm, flood, explosions, epidemics, landslides, lightening storms, earthquakes, floods,
storms, washouts, civil disturbances, explosions, and any other cause whether of the kinds
specifically enumerated above or otherwise which is not reasonably within the control of the
party whose performance is to be excused and which by the exercise of due diligence could
not be reasonably prevented or overcome (it being acknowledged that under no
circumstances shall a failure to pay amounts due and payable hereunder be excusable due
to a Force Majeure).
21.2 Neither party hereto shall be under any obligation to supply any service or services if
and to the extent and during any period that the supplying of any such service or services or
the provision of any component necessary therefore shall be prohibited or rationed by any
Governmental Requirements.
21.3 In the event of substantial damage to or destruction of the Facility by reason of fire,
storm or other casualty or any eminent domain action or other regulatory action that, in either
case, shall render a substantial part of the Facility inoperable for a period of at least ninety
(90) days or in Stage Door's reasonable opinion the Facility can no longer be operated in a
reasonably profitable manner as a result of the damages or action for a period of at least
ninety (90) days from the happening of the fire, other casualty or regulatory action, either
party may terminate this Agreement upon written notice to the other. Upon any such
31
termination, the provisions of Section 31 shall apply; and provided City shall receive the
entire amount of all insurance proceeds or eminent domain award as applicable.
SECTION 22. INSPECTION.
Stage Door agrees that the Facility may be inspected at any time upon reasonable notice by
authorized representatives of the City, or by any other State, County, Federal or municipal officer or
agency having responsibilities for inspections of such operations and /or Facility. Stage Door agrees
to undertake immediately the correction of any deficiency cited by such inspectors on the Facility,
which is properly the responsibility of Stage Door pursuant to this Agreement.
SECTION 23. WAIVER OF INTERFERENCE.
Stage Door hereby waives all claims for compensation for loss or damage sustained by
reasons of any interference with its operation and management of the Facility by any public agency
or official as a result of their enforcement of any laws or ordinances or of any of the rights reserved
to the City herein. Any such interference shall not relieve Stage Door from any obligation hereunder.
SECTION 24. NO LIENS.
Stage Door agrees that it will not suffer, or through its actions or anyone under its control or
supervision, cause to be filed upon the Facility any lien or encumbrance of any kind. In the event
any lien is filed, the Stage Door agrees to cause such lien to be discharged within ten (10) days
therefrom, and in accordance with the applicable law and policy. If this is not accomplished, the City
may automatically terminate this Agreement, without further notice to Stage Door.
SECTION 25. STAGE DOOR EMPLOYEES, MANAGERS AND BOARD OF DIRECTORS.
25.1 The City and Stage Door recognize that in the performance of this Agreement, it shall
be necessary for Stage Door to retain qualified individuals to effectuate and optimize Stage Door's
management and operation of the Facility. Stage Door shall select, train, and employ at the Facility
such number of employees as is necessary or appropriate for Stage Door to satisfy its
responsibilities hereunder. Stage Door shall recruit employees consistent with standards employed
at comparable first class facilities, and Stage Door shall have authority to hire, terminate and
discipline any and all personnel employed by Stage Door working at the Facility. Any such
personnel, whether employees, agents, independent contractors, volunteers, and /or other,
employed, retained, or otherwise engaged by Stage Door for such purpose(s), shall not be deemed
to be agents, employees, partners, joint ventures, or associates of the City, and shall not obtain any
32
rights or benefits under the civil service or pension ordinances of the City or any rights generally
afforded classified or unclassified employees of the City; further they shall not be deemed entitled to
the Florida Worker's Compensation benefits as employees of the City. Additionally, Stage Door,
and /or its employees shall never have been convicted of any offense involving moral turpitude or
felony. Failure to comply with this subsection shall constitute cause for termination of this
Agreement.
25.2 Stage Door shall assign to the Facility a competent full -time staff member
experienced in the operations of similar facilities, who will be located full time on -site during the
Term. The full -time staff member will be supervised by a general manager who is experienced in
operating and managing similar facilities. From time to time the staff member may provide
assistance in connection with consulting and /or management services provided by Stage Door or
any of its Affiliates at other facilities managed, owned or leased by Stage Door or any of its Affiliates
so long as such assistance does not affect in any material respect the responsibilities and duties of
the staff member to the Facility. Prior to Stage Door's appointment of the staff member, Stage Door
shall consult with the City Manager with respect to the qualifications of the staff member proposed
by Stage Door. The staff member shall be accessible to the City Manager at all reasonable times to
discuss the management, operation, and maintenance of the Facility. "Accessible" shall mean
available either in person, by telephone, and /or e-mail during business and /or operation hours and
within a reasonable time frame during non - business hours in the event of emergency. The City
Manager may also request that the staff member be replaced and Stage Door shall duly consider all
such requests but shall not be obligated to replace the staff member.
25.3 Within thirty (30) days after the Effective Date, Stage Door shall establish an Advisory
Oversight Board dedicated to providing oversight to the operation of the Facility. The City Manager
and /or his /her authorized designee shall be a member on the Advisory Oversight Board.
SECTION 26. NO IMPROPER USE.
Stage Door will not use, nor suffer or permit any person to use in any manner whatsoever,
the Facility for any purpose in violation of any Federal, State, County, or municipal ordinance, rule,
order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or
adopted. Stage Door shall not use the Facility for any unlawful purpose and shall comply with all
laws, permitting, and licensing requirements now in force or hereafter adopted, applicable to the
33
Facility or the activities, uses, and /or business(es) conducted on the Facility. Stage Door agrees not
to knowingly use the Facility for, or to permit operation of any offensive or dangerous activity,
nuisance or anything against public policy. Any criminal activity in the Facility knowingly caused
by or knowingly permitted by Stage Door shall result in automatic termination of this
Agreement. Except as may result from acts of force majeure, Stage Door agrees that it will not
allow the Facility to become unoccupied or vacant. Stage Door shall take appropriate precautions to
prevent fire on the Facility, maintaining existing fire detection devices and extinguishing equipment
at all times.
SECTION 27. NO DANGEROUS MATERIALS.
Stage Door agrees not to use or permit in the Facility the storage of illuminating oils, oil
lamps, turpentine, gasoline (except for small containers [5 gallons or less] for machinery), benzine,
naphtha, or other similar substances, or explosives or any kind, or any substance or thing prohibited
in the standard policies of fire insurance companies in the State of Florida.
SECTION 28. NO CLAIM AGAINST CITY OFFICERS, EMPLOYEES, INDIVIDUALS.
It is expressly understood and agreed by and between the parties hereto that all individuals,
employees, officers, and agents of the City are acting in a representative capacity and not for their
own benefit; and that neither Stage Door nor any occupant shall have any claim against them or any
of them as individuals in any event whatsoever in conjunction with any acts or duties which are
reasonably related to the performance of their duties.
SECTION 29. DEFAULT AND TERMINATION.
29.1. Stage Door's Defaults. The occurrence of any one or more of the following events
shall constitute an Event of Default by Stage Door.
29.1.1 The failure by Stage Door to make any payment required to be made by
Stage Door as and when due, which continues for more than ten (10) days after
written notice from City;
29.1.2 The failure or inability by Stage Door to observe or perform any of the
covenants or provisions of this Agreement to be observed or performed by Stage
Door, other than as specified in other subparagraphs of this subsection 29.1, which
continues for more than thirty (30) days after written notice from City Manager;
34
provided, however, if the nature of the failure is such that more than such period is
reasonably required for its cure, then Stage Door shall not be deemed to have
committed an Event of Default if Stage Door commences the cure within such period
and thereafter diligently pursues the cure to completion and actually completes the
cure within an additional sixty (60) day period;
29.1.3 Except as permitted pursuant to Section 17 of this Agreement, the
assignment, encumbrance, pledge, or transfer of this Agreement, whether voluntarily
or by operation of law, or any subcontract of Stage Door's duties hereunder, which
continues for more than fifteen (15) business days after written notice thereof from
City Manager;
29.1.4 (i) The making by Stage Door of any general assignment for the benefit of
creditors; (ii) the filing by or against Stage Door of a petition to have Stage Door
adjudged a Chapter 7 debtor under the Bankruptcy Code or to have debts
discharged or a petition for reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed against Stage Door, the same is
dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take
possession of substantially all of Stage Door's assets located at the Facility or of
Stage Door's interest in this Agreement, if possession is not restored to Stage Door
within sixty (60) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Stage Door's assets located at the Facility or of Stage Door's
interest in this Agreement, where the seizure is not discharged within sixty (60) days.
29.2 City's Remedies.
29.2.1 If an Event of Default by Stage Door occurs, then in addition to any other
remedies available to City, City may exercise the following remedies:
(i) City may terminate this Agreement by written notice to Stage Door, in
which case this Agreement shall terminate and Stage Door shall immediately
surrender possession of the Facility to City. Upon termination, City shall be
entitled to recover from Stage Door: (1) Operating Expenses that remain
35
unpaid through the date of termination; (2) all other amounts that Stage Door
is required to pay under this Agreement through the date of termination.
(ii) City may seek specific performance of any of Stage Door's
obligations hereunder or seek injunctive relief;
(iii) City may exercise any other remedies available at law or in equity.
29.2.2 The various rights and remedies reserved to City in this Agreement or
otherwise shall be cumulative and, except as otherwise provided by Florida law, City
may pursue any or all of its rights and remedies at the same time.
29.3 Stage Door's Remedies. If an Event of Default by City occurs, then Stage Door may
exercise either of the following remedies:
29.3.1 Stage Door may terminate this Agreement by written notice to City, in which
case this Agreement shall terminate and Stage Door shall immediately surrender
possession of the Facility to City. Upon termination, Stage Door shall be entitled to
recover from City all amounts owed by City to Stage Door as of the termination date
and the provisions of Section 31 shall apply; or
29A Late Payments. Any payment owed to City or Stage Door under this Agreement
including, without limitation, any other payment owed to City or Stage Door under this Agreement
that is not received by City or Stage Door within ten (10) days following notice of such amount being
due shall bear interest at the rate of 15% per annum ( "Default Rate ") from the date due until fully
paid.
29.5 IN THE EVENT THAT STAGE DOOR CEASES TO BE A NOT - FOR - PROFIT
CORPORATION, THIS AGREEMENT SHALL BE AUTOMATICALLY TERMINATED.
SECTION 30. [INTENTIONALLY DELETED]
SECTION 31. TERMINATION.
31.1 Effect of Termination. In the event this Agreement expires or is terminated for any
reason: (1) All Operating Expenses and all other obligations for the period up to the date of
36
expiration or termination shall be paid using funds on deposit in the account(s) described in
subsection 10.1 and to the extent such funds are not sufficient, Stage Door shall pay all such
amounts from its own funds; (2) After all amounts referenced in subparagraph (1) have been paid,
Stage Door may retain all remaining Operating Revenues (if any). Upon the expiration of this
Agreement or a termination for any reason, all further obligations of the parties hereunder shall
terminate except for the obligations which for all periods up to the date of expiration or termination
and such other obligations as are stated to survive or be performed after such expiration or
termination. All of the foregoing reimbursement and the payment obligations are to be made within
thirty (30) days after the termination date. The provisions of this Section regarding the above
reimbursement and payment obligations of the City shall survive the termination of this Agreement.
31.2 Surrender of Facility. Upon termination or expiration of this Agreement Stage Door
shall surrender and vacate the Facility upon the effective date of such termination (or expiration).
The Facility and all equipment and furnishings shall be returned to the City in a good and clean
condition consistent with other similar first class facilities and in compliance with all Governmental
Requirements, ordinary wear and tear, and casualty loss excepted.
SECTION 32. NOTICES.
All notices from the City to Stage Door shall be deemed duly served if mailed by registered or
certified mail to Stage Door at the following address:
Broward Stage Door Theater Company, Inc.
1922 N.W. 83 Drive
Coral Springs, Florida
Attention: David R. Torres, President and Derelle W. Bunn, Director
All notices from Stage Door to the City shall be deemed duly served if mailed to:
City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
With copies to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Max Sklar, Tourism and Cultural Development Director
37
Stage Door and the City may change the above mailing addressed at any time upon giving the other
party written notification. All notice under this Agreement must be in writing.
SECTION 33. NO DISCRIMINATION.
The Stage Door agrees that there shall be no discrimination as to race, color, national origin,
religion, gender identity, sexual orientation, marital and familiar status, or disability in the operations
referred to by this Agreement; and further, there shall be no discrimination regarding any use,
service, maintenance or operation of the Facility. All facilities located on the Facility shall be made
available to the public, subject to the right of Stage Door to establish and enforce reasonable rules
and regulations to provide for the safety, orderly operation and security of the facilities.
33.1 No Discrimination in Employment; Affirmative Action. In connection with the
performance of work under this Agreement, Stage Door shall not refuse to hire, discharge, refuse to
promote or demote, or to discriminate in matters of compensation against, any person otherwise
qualified, solely because of race, color, national origin, religion, gender identity, sexual orientation,
marital and familiar status, or disability.
SECTION 34. LIVING WAGE.
This Agreement is subject to, and Stage Door shall be required to comply throughout the
Term hereof with, the provisions of the City's Living Wage requirements, as codified in Sections 2-
407 through 2 -410 of the City Code (as same may be amended from time to time).
SECTION 35. EQUAL BENEFITS FOR DOMESTIC PARTNERS
This Agreement is subject to, and Stage Door shall be required to comply throughout the
Term hereof with, the requirements of Section 2 -373 of the City Code entitled, "Requirement for city
contractors to provide equal benefits for domestic partners" (as same may be amended from time to
time). The Agreement is deemed to be a "covered contract," as defined in Section 2- 373(a)(6) of
the City Code, and shall require Stage Door to provide its employees working pursuant to this
Agreement (whether working within the City of Miami Beach city limits, or within the United States,
but outside the City limits, if such employees are directly performing work pursuant to this
Agreement) "Equal Benefits" (as defined in Section 2- 373(a)(8) of the City Code) to its employees
with spouses and its employees with "domestic partners" (as defined in Section 2- 373(a)(7) of the
City Code). Failure by Stage Door to comply with the requirements of Section 2 -373 of the City
38
Code (as same may be amended from time to time) shall be deemed to be a material breach of this
Agreement which may result in termination of the Agreement, with all monies due or to become due
under the Agreement to be returned by the City. The City may also pursue any and all remedies at
law or in equity for such breach. Failure to comply with Section 2 -373 may also subject Stage Door
to debarment, in accordance with the procedures provided in Sections 2 -397 through 2 -406 of the
City Code.
SECTION 36. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement only if in so doing the City can place a limit on
its liability for any cause of action for money damages due to an alleged breach by the City of this
Agreement, so that its liability for any such breach never exceeds the sum of $10,000. Stage Door
hereby expresses his willingness to enter into this Agreement with Stage Door's recovery from the
City for any damage action for breach of contract to be limited to a maximum amount of $10,000,
less the amount of all funds actually paid by the City to Stage Door pursuant to this Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement, Stage Door
hereby agrees that the City shall not be liable to the Stage Door for damages in an amount in
excess of $10,000, which amount shall be reduced by the amount actually paid by the City to Stage
Door pursuant to this Agreement, for any action or claim for breach of contract arising out of the
performance or non - performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability as set forth in Section 768.28, Florida Statutes.
SECTION 37. NOT A LEASE.
It is expressly understood and agreed that no part, parcel, building, structure, equipment or
space is leased to Stage Door; that this Agreement is a management agreement and not a lease;
and that Stage Door's right to operate and manage the Facility shall continue only so long as the
Stage Door complies with the undertakings, provisions, agreements, stipulations and conditions of
this Agreement.
SECTION 38. MISCELLANEOUS
38.1 Venue/Waiver of Jury Trial. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, both substantive and remedial, without regard to
principals of conflict of laws. The exclusive venue for any litigation arising out of this Agreement
shall be Miami -Dade County, Florida, if in state court, and the U.S. District Court, Southern District of
39
Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND STAGE DOOR
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY
CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
382 No Partnership or Joint Venture. Nothing herein contained is intended or shall be
construed in any way to create or establish the relationship of partners or a joint venture between
the City and Stage Door. None of the officers, agents or employees of Stage Door shall be or be
deemed to be employees of the City for any purpose whatsoever.
38.3 Entire Agreement. This Agreement and all Exhibits attached hereto contain the
entire agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements, understandings, proposals or other expressions of intent with respect thereto. The
Exhibits attached hereto are incorporated into and made a part of this Agreement. No other
agreements, representations, warranties or other matters, whether oral or written, will be deemed to
bind the parties hereto with respect to the subject matter hereof.
38.4 Written Amendments. This Agreement shall not be altered, modified or amended in
whole or in part, except in writing executed by each of the parties hereto.
38.5 Binding Upon Successors and Assigns; No Third -Party Beneficiaries.
38.5.1 This Agreement and the rights and obligations set forth herein shall inure to
the benefit of, and be binding upon, the parties hereto and each of their respective
permitted successors and permitted assigns.
38.5.2 This Agreement shall not be construed as giving any person, other than the
parties hereto and their successors and permitted assigns, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any of the provisions
herein contained, this Agreement and all provisions and conditions hereof being
intended to be, and being, for the sole and exclusive benefit of such parties and their
successors and permitted assigns and for the benefit of no other person or entity.
40
38.6 Section Headings and Defined Terms. The headings contained herein are for
reference purposes only and shall not in any way affect the meaning and interpretation of this
Agreement. The terms defined herein and in any agreement executed in connection herewith
include the plural as well as the singular and the singular as well as the plural, and the use of
masculine pronouns shall include the feminine and neuter. Except as otherwise indicated, all
agreements defined herein refer to the same as from time to time amended or supplemented or the
terms thereof waived or modified in accordance herewith and therewith.
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original copy of this Agreement, and all of which, when taken together, shall be deemed
to constitute but one and the same agreement.
38.7 Severability. The invalidity or unenforceability of any particular provision, or part of
any provision, of this Agreement shall not affect the other provisions or parts hereof, and this
Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts
were omitted.
38.8 Non - Waiver. A failure by either party to take any action with respect to any default or
violation by the other of any of the terms, covenants, or conditions of this Agreement shall not in any
respect limit, prejudice, diminish, or constitute a waiver of any rights of such party to act with respect
to any prior, contemporaneous, or subsequent violation or default or with respect to any continuation
or repetition of the original violation or default.
38.9 Certain Representations and Warranties.
38.9.1 The City represents, warrants, and covenants to Stage Door the following: (i)
City has full legal right, power and authority to enter into and perform its obligations
hereunder; and (ii) this Agreement has been duly executed and delivered by the City
and constitutes a valid and binding obligation of the City, enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally or by
general equitable principles.
41
I
38.9.2 Stage Door represents and warrants to the City the following: (i) Stage Door
has full legal right, power and authority to enter into and perform its obligations
hereunder, and (ii) this Agreement has been duly executed and delivered by Stage
Door and constitutes a valid and binding obligation of Stage Door, enforceable in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights
generally or by general equitable principles.
38.10 Governing Law. This Agreement will be governed by and construed in accordance
with the internal laws of the State of Florida, without giving effect to otherwise applicable principles
of conflicts of law.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
42
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their
seals to be affixed; all as of this day and year first written above.
Attest: CIT OF , IAMI BEACH
City Cler_ t N " , , -e , * �� Jona W Ifson
\ 1 , •• L , Vice or
•.: Z ,
* '
1NCOR :
s .:.'•-. ORATED:'
1 C l i . TM \ _ _
STATE OF FLORID A )
SS:
COUNTY OF MIAMI -DADE )
The foregoing instrument was acknowledged before me this ,-f-7, day of
, 2011, by Vice -Mayor Jonah Wolfson and Robert Parcher, City C erk, or their
designees espectively, on behalf of the CITY OF MIAMI BEACH, known to me to be the persons
described in and who executed the foregoing instrument, and acknowledged to and before me that
they executed said instrument for the purposes therein expressed.
WITNESS my hand and official seal, this k day of 211 --1,- \`��o �Alv R 47 %w
/' `, • GpMMls
/ <.�- %11 ` a{,' �(. ` ,�, ��ar
icoy r ? �l�
Notary Public, State of Fl , rb i at Large 'o : w m: E
Commission No.: ' ~ o ' .° ° u): •
My Commission Expires: ' •:$ dmN
w
APPROVED AS TO
FORM & LANGUAGE
dP & FO' - ECUTION
.,/ ' .......e lc LI \6
g ome \V Date
43
Attest: BROWARD STAGE DOOR THEATRE
COMP , Y C.
g i , / /,_.e.,
Secretary President
Z : c / u,v n✓ u c r \ o r J -
Print Name Print Name
STATE OF FLORIDA ),
SS:
COUNTY OF MIAMI ADE )
1' UUXe.C'ci
--- foregoing instrument, was acknowledged before me this 1-- day of
, 2011, by�e re 1flt ,1 ° uic{ forye5on behalf of the BROWARD STAGE
DOOR THEATER COMPANY, INC., known td me to be the persons described in and who executed
the foregoing instrument, and acknowledged to and before me that they executed said instrument
for the purposes therein expressed.
WITNESS my hand a d offic = se*,-th M._ 0 H --- , 2011.
`_ /,tlN_ tt# _ I
N. r Pu• i• St- of •rids at Larg-
Commissi ., s: - --
My Comm ssion Expires:
=o 0 Notary Public State of Florida
r Franllvia Bencosme
Ist
e My Commission DD741
„0„,/ Expires 02/12/2012
44
EXHIBIT "A"
LEGAL DESCRIPTION OF THE FACILITY
LEGAL DESCRIPTION
Portion of the land occupied by Byron Carlyle Theater, more particularly described as
follows:
Lots 11, and 12, TOGETHER WITH: the east 15 feet of lots 1 and 2, all in Block 14,
NORMANDY BEACH SOUTH, recorded in Plat Book 21, at Page 54, Public Records of
Miami -Dade County, Florida, containing 14,092 square feet more or less.
EXHIBIT "B"
CITY AGREEMENTS
EXHIBIT "C"
ANNUAL BENCHMARKS
The following benchmarks will be judged against base figures determined at the end of
the first contract year, or partial contract year, and will be assessed at the end of each
contract year thereafter. Stage door should demonstrate the following:
1. By the end of the second year, Stage Door should sell 18,000 tickets annually.
2. Every year thereafter, there should be no less than a 5% increase in ticket sales
annually until the annual number of tickets sold reaches 24,000.
3. The effectiveness of the Young Ambassador Program as determined by an
annual increase of 5% in size of youth audience at Stage Door events.
4. An annual increase of 5% in the number of participants in the Summer Camp
Program. Provided that the Summer Camp program is able to operate without a
loss in revenue.
EXHIBIT "D"
BOOKING POLICIES
CAR
T H E A T E R
PROCEDURES, POLICIES AND SERVICES
FROM THE THEATER DIRECTOR (GARY LUND)
This document is created for your ease in understanding procedures and policies
for the usage of the Byron Carlyle Theater. Please read the entire document as it
contains important information, guidelines and rates. The staff and I look forward
to hosting your event and assisting you in realizing your "dreams and passions."
RENTAL PROCEDURES
• Call or email Juliana Arias (Theater Operations) with your interest in renting the
theatre. Please provide date(s) and contact information. You may be interested in
having a date held without payment. This date is recorded in the calendar as a
"Request Hold ".
Julie Arias
Theater Operations and Box Office Manager
Colony Theatre & Byron Carlyle Theater
1040 Lincoln Road
Miami Beach, Fl. 33139
Off. 305 -674 -1040 x 2
Cell 786- 368 -5527
Fax: 305- 532 -1353
Email Jarias @themiamibeachcc.com
www.ColonyAndByronTheaters.com
• If you want to secure your date a $500 security deposit is required. * Note all
not - for - profit 501 -c -3 organizations must provide the Theater Operations
Manager with the letter of determination as a 501 -c -3 and the last fiscal year
990 IRS form (first two pages)
At this moment, a lease agreement and rider estimate of costs will be sent to you
for signature. Make two copies of each and sign all four copies. Please send to
the Colony Theatre at 1040 Lincoln Road, Miami Beach, Fl. 33139. Along with
signing the lease and rider estimate a check is included for each day of usage. A
non - refundable payment of $100 per day is required from not - for - profit
organizations and $200 a day for commercial organizations or individuals.
Payments made to Miami Beach Convention Center. All dates are secure from
challenge and the calendar records your date as "Grant Hold ".
• To go on sale and to receive Box Office On Sale Services, Marketing Assistance
and Technical Services a %50 deposit of the Rider Estimate is required. All
payments are to be made to the Miami Beach Convention Center and sent to the
Colony Theatre address. The calendar records your dates as Confirmed and you
have access to all services listed in this document.
BYRON
CARL LE
T H E A T E R
PROCEDURES, POLICIES AND SERVICES
NON - PROFIT ORGANIZATIONS
Performance 2 Same Day Performance
Operating Budgets:
$250,000 or Below $500 (8 hrs.) $250 additional
$250,000 - $500,000 $700 (8 hrs.) $350 additional
$500,000 and above $900 (8 hrs.) $450 additional
Load In/ Rehearsal Rate: $550 (12 hours)
Tech / Rehearsal Same Day As Show $300 (4 Hours)
Overtime $100 per Hour
FOR - PROFIT ORGANIZATIONS
Performance 2 Same Day Performance
$1,000 (8 hrs.) $ 500.00
Load In/ Rehearsal Rate: $800 (12 hours)
Tech / Rehearsal Same Day As Show $400 (4 Hours)
Overtime $150 per hour
FRONT OF HOUSE FEES
Box Office Personnel, Ticketing Set -up,
Ticket Printing, House Manager, Ticket taker,
(3) Ushers & Maintenance Crew $425.00 per performance
SPECIAL FILM SCREENING RATE
Monday — Wednesday $1,100 per show (includes House Fees and Projector)
HD Video Projector Discount $150 per day
SUMMER AND MID -WEEK RENTAL RATE
Not - For - Profit Organizations
(July1 through August 31 and Monday — Wednesday year round
All rental days for performance (8 hours) $500
House Fee per Show $425
Additional Same Day Show $250
SUMMER AND MID -WEEK RENTAL RATE
For Profit organizations
(July1 through August 31 and Monday — Wednesday year round
All rental days for performance only (8 hours) $700
House Fee per Show $425
Additional Same Day Show $225
CAR LY L E
r;r
T H E A T E R r —to"
4;1.
PROCEDURES, POLICIES AND SERVICES
Not - For - Profit Organizations for extended runs
12 day or more usage (non consecutive) with 8 performances and at 8 hours per day
Weekly Rate is: $3,250 plus house fees
For Profit Organizations for extended runs
12 day or more usage (non consecutive) with 8 performances and at 8 hours per day
Weekly Rate is: $4,250 plus house fees
Auditions /Rehearsal Rates Technical support just sound and work lights (includes 1
tech person)
Not - For - Profit day rates (8 hrs) $400 half day (4hrs.) $225
For Profit day rates (8hrs) $575 half day (4hrs.) $325
MERCHANDISING COMMISSION
Client will staff merchandise sales and pay 15% sales commission
VIDEOTAPING
For Commercial Use or Broadcast $600. Flat Fee
SECURITY (AS NEEDED)
A security guard may be required at the discretion of the management or requested by
the client and be paid by the Lessee. All require four hour minimum. Each Client is
required to secure the security service for an event if needed. The management can
provide you with a list of independent companies who provide security services.
RATES (4 Hour Minimum)
CMB off Duty Police $41 per hour per person
FIRE MARSHAL (AS NEEDED)
Fire Marshal must be on location if production requires any smoke or haze machines as
well as any special effects that are of a flammable nature. All production elements must
be approved by the Byron Carlyle Technical Director. Please allow a minimum of 5
business days to schedule the fire marshal before first use of smoke /haze /special
effects. $40 per hour (4 Hr. minimum
CONCESSIONS AND RECEPTIONS
Arrangements are made through the Theatre Director.
CAR
THEATER
PROCEDURES, POLICIES AND SERVICES
FRONT OF HOUSE PROCEDURES
Front of House Staff
Regardless of an organization having their own volunteers or staff each client must use
the theaters Front of House Staff. The Staff in our theaters are very familiar with the
rules and safety precautions and procedures that must take place in each event. The
staff for any event will consist of the following a Ticket Taker or counter if an event does
not require ticketing. 3 Ushers to assist patrons in seating and maintaining order in the
theater throughout an event. There will also be 1 House Manager that is in charge of
overseeing the progression of the event, the patrons and the staff. All procedures are to
be followed from the House Manager.
Show Schedule
A Schedule of the show must be provided to the House Manager before each event.
The schedule should include information such as the desired curtain call time, if there is
an intermission and the length of the intermission, the total length of the show as a
whole and the length of each half of the show.
Pre Show Meeting
Before any show especially on -going events, such as Film Festivals, that require
specifics needs a pre -show meeting is to be scheduled with the House Manager and the
Theater Director. All needs and specifications are to be addressed in this meeting.
Issues that are to be discussed in this meeting include topics such as, but not limited to
the use of volunteers, sponsorship table set ups, treatment and sections needed for VIP
guest, Special badge or wrist band entrance authorizations and any other topics that
deem reasonable or important by the client or the theatre staff.
Volunteers
Any jobs or duties that the client's volunteers perform, is to be first discussed with the
House Manager. It is also the understanding of the client and the volunteers that all
decisions pertaining to the management of the theater or in any respect to the safety of
the theater staff, the patrons or the management is determined by the House Manager.
Furthermore, ALL procedures are to be followed by the direction of the House Manager.
The theater also reserves the right to excuse any volunteer from his or her duty if that
volunteer cannot abide by the Theater and House Manager procedures.
BYRC�N
CARL LE
THEATER
PROCEDURES, POLICIES AND SERVICES
Front of House Set Up
Any tables or stands that is used in the FOH may be placed anywhere in the lobby as
long as it does not block any of the exits and it follows all of the fire hazard guidelines of
the theatre. Lessee agrees that the House Manager on staff determines if there is a fire
hazard.
Seating Policies
The Theater policy for late seating at the Byron Carlyle Theater is: All patrons arriving
late with a ticket will be directed to the balcony seating area. Any variance to the
theater seating policy can be accepted but must be requested by the Lessee in writing
to the Theater Director prior to the house opening.
Lessees are welcome to make exceptions to the seating policy, but must have an
authorized staff person stationed in the lobby with the authority to make case by case
late seating decisions.
The Byron Carlyle Theater's Front of House Staff, in consultation with the Lessee,
reserves the right to deny entry or dismiss any patron or individual from the Byron
Carlyle Theater property that is disrespectful, abusive or disruptive to an event or
showing character of harmful behavior. All late patrons are seated at the discretion of
the Ushers and or House Manager that is less disruptive to fellow seated patrons.
Patrons attending events with assigned seating can move to their designated seat
during the intermission.
ADVERTISING AND PLAYBILL INFORMATION
Lessee is solely responsible for supplying his or her own flyers and posters. Posters can
be displayed at the Byron Carlyle Theater for advertisement purposes. Two to four
Posters can be displayed on the windows on 71 Street entrance. The Byron Carlyle
Theater retains the right to exhibit the posters in any location of the theater deemed
reasonable by the Theater Director.
Poster sizes are 6- Panels Outside 25 1/2" W x 40" H with1- inside panel in lobby
231/2" W x 47 1/2" H. Any events taking place prior to Lessees event has seniority over
the main entrance windows.
1. Lessee is solely responsible for supplying his or her own printed theater playbills
for all performances. Any theater playbill distributed at the Colony or Byron
Carlyle Theater must include the following billing information:
BYRON
CARLYLE
THEATER
PROCEDURES, POLICIES AND SERVICES
The Colony Theatre/The Byron Carlyle Theater is managed by
The City of Miami Beach and Global Spectrum.
Funding for operational support is provided in part by the City of Miami Beach.
BYRON CARLYLE THEATER
Julie Arias/ Theater Operations and Box -Office Manager
Val Medina/Technical Director
1. The City of Miami Beach reserves the right to promote lessee's event through print
or electronic media as deemed appropriate but assumes no responsibility for the
accuracy of information provided by Lessee pertaining to the event.
MARQUEE
The Byron Carlyle Theatre has a marquee at the entrance to the theatre. Please send
marquee information as to name of performance, date and time. The Theatre Director
will change the marquee in sequence and order of performances.
MARKETING
The Marketing Department at the Byron Carlyle Theater consists of a Marketing
Manager and Sponsorship Sales Manager. Global Spectrum created this department at
the Theatres to assist promoters that may need guidance in determining how to market,
promote, advertise, and sell sponsorships for their events. In addition, both the
Marketing Manager and Sponsorship Sales Manager can help the promoter implement
and carry-out any marketing, public relations, advertising placements, and sponsorship
opportunities, however; they are intended to complement, rather than supplant an
event's Marketing Department. Marketing and public relations services are
complimentary. Advertising placements and sponsorship opportunities are available,
subject to commission fees, with no up front cost
Pre Show Meeting
After the initial phase of the Lease Agreement has been completed the Lessee may
schedule a meeting with the Theater Operations Manager and the Marketing Manager.
This meeting addresses the different marketing options that Global Spectrum can offer
as a service to the Lessee. It provides the Marketing Manager with the knowledge
necessary in order to properly guide the Lessee with marketing ideas and decide which
connections are appropriate for each event.
CARLYLE
THEATER
PROCEDURES, POLICIES AND SERVICES
Website Materials www.ColonyAndByronTheaters.com
Events are posted by the Theatre staff on the Byron Carlyle Theater website after an
event has been officially put on sale by the Box Office Manager and Ticket Master. All
the information posted for each event is provided by the Lessee to the staff at the Byron
Carlyle Theater. The Lessee may provide the Byron Carlyle Theater with a sample
video no more than 1 minute or with pictures to post along with a synopsis not to
exceed 5 sentences. Any pictures, videos or information given to the Byron Carlyle
Theater becomes property of the Byron Carlyle Theater. Furthermore, the Byron Carlyle
Theater reserves the right to view all the material, evaluate and approve what
information or material is appropriate to post on the website.
TECHNICAL POLICIES AND RATES
1. Lessee is to complete the Technical Questionnaire and return it to the Byron Carlyle
Technical Director as part of the rental agreement.
2. The Artists Technical Rider is due no later than 30 days prior to the date of load in.
3. Lessee is required to use venue IATSE union technicians for all events, consisting
of a minimum of 3 - 4 department heads (Lights, Sound, and Stage & Fly). Additional
labor is provided by the venue as determined by the Byron Carlyle Technical Director.
4. Technical Crews get a lunch or dinner break after five (5) hours of consecutive
work. Crew is considered off the clock if given a 1 hour break. Crew is considered on
the clock if given any time less than 1 hour. If crew is not given a break after five (5)
hours, a meal penalty of double time is applied to all time spent on the clock (rounded
of to the half hour) until a meal break is given.
5. Stagehands are paid time - and -half after eight hours of work each day.
6. Double time rates apply on the following holidays: Christmas Eve and Day, New
Year's Eve and Day, Memorial Day, Independence Day, Labor Day and Thanksgiving.
7. Anytime a technician is requested to work past midnight or before 8:00AM,
technician is paid time - and -a -half. More than sixteen hours of continuous work is
double time the standard rate.
8. Should a technician be required to return to work for the same event from one day
to the next without receiving an 8 hour rest period, double time is applied to the rate in
effect before being released. This rate stays in effect for all hours worked until the
technician receives the continuous rest period of 8 hours.
9. After 5 minutes past the hour is considered as a half hour time billed. Technicians
are called to be on the clock one hour (or earlier) prior to advertised time of curtain.
This schedule is confirmed by the Technical Director.
BYRON
CARLYLE
THEATER
PROCEDURES, POLICIES AND SERVICES
10. All Lessee equipment and company property is required to be removed from the
facility immediately after the final performance. Any equipment and company property
not removed at that time may be discarded.
11. All draperies, curtains, set pieces, scenery and other similar loosely hanging
furnishings and decorations are required to be flame resistant as demonstrated by
passing both the small -scale and large -scale tests of MFPA701, Standard Methods of
Fire Test for Flame- Resistant Textiles and Films. Provide all flame proofing certificates
to the Technical Director at Load In.
12. Operation or Display of any open flame, flammable liquid device, candles, lanterns,
torches, pyrotechnic display etc. must be permitted by the Miami Beach Fire Marshal.
13. The venue Technical Director retains the right to refuse the installation of any
materials that may potentially impair the safety of the facility, audience or performers.
The venue Technical Director may at his /her discretion refuse to allow the
engagement of vendors who have a proven history of unsafe and incompetent
workmanship.
Non - Profit Labor Rates: Subject to change with new labor agreements with
I.A.T.S.E.
Steward (required) $ 19.50 per hour (5 hr. minimum)
Department Heads (2 required) $19.50 per hour (4 hr. minimum)
Journeyman Stagehand $18.00 per hour (4 hr. minimum)
Projectionist $30.00 per hour (6 hr. minimum)
Commercial Labor Rates: Subject to change with new labor agreements with
I.A.T.S.E.
Steward (required) $23.00 per hour (5 hr. minimum)
Department Heads (2 required) $22.50 per hour (4 hr. minimum)
Journeyman Stagehand $21.50 per hour (4 hr. minimum)
Projectionist $36.00 per hour (6 hr. minimum)
Overtime: Time and One Half Base Rates
• Before 8 AM and after 12 midnight
• After 8 hours on a day
• After 40 hours worked at regular time for the same event Monday — Sunday.
BYRON LLY
THE A T .E R
PROCEDURES, POLICIES AND SERVICES
• On the seventh consecutive day of the same event.
Overtime: Double Time Rate
A maximum rate of Double Time applies when overtime conditions exist and technicians
are required to work past 16 hours in a 24 hour period for the same event. Double time
also applies for work required on holidays and will apply again for time worked after 8
hours on holidays.
Equipment Rental (subject to availability)
Marley Dance Floor $ 65.00 First Day $ 50.00 additional days
Wireless Microphone $ 50.00 per performance $ 150.00 weekly
35mm Film Projector $ 150.00 per day
Video Projector (2200 Lumens) $ 100.00 per day
HD Projector (8000 Lumens) $ 500.00 per day
M. -W HD Projector $ 350.00 per day
DVD Player $ 50.00 per day $ 200.00 per week
Blu -Ray Player $ 50.00 per day $ 200.00 per week
Piano $ 100.00 per day $ 300.00 weekly
Spot Light $ 50.00
DF -50 Hazer $ 75.00
Platform /Risers $ 15.00 per riser or platform per day
Equipment Subject to Sales Tax 7.0% sales tax
HOUSE RULES AND VIDEOTAPING
There is a wall at the back of the house where video cameras can be placed without
safety hazards or impairment of vision by the audience at the Byron Carlyle Theater.
Any other positions desired by the Lessee must be discussed no later than 48 hours
prior to an event with the Technical Director. Any use of videotaping or recording may
be prohibited at any time by either the Technical Director or the Theater Operations
Manager.
BOX OFFICE INFORMATION
The Byron Carlyle Theater has an exclusive agreement with Ticket Master for all ticketing for
every performance. The Ticket Master system produces an audited final settlement of all ticket
sales generated. This includes venue box office, outlets, phone sales, and the tickets a
promoter takes off the system to sell. Lessee acknowledges and agrees that the Ticket Master
settlement provides the most reliable information available regarding ticket revenues and shall
be binding and conclusive as to the obligations between Lessee and Global Spectrum.
CARLYLE
THEATER
PROCEDURES, POLICIES AND SERVICES
These general box office procedures are meant to provide the presenter
guidelines for the operation of the box office and front of house. They are meant
to be inclusive of every situation that can arise related to the event. The Theater
Operation, Box Office Manager is here to help you and will do the utmost to
satisfy reasonable requests or situations that are not considered by these general
guidelines.
1. The venue will program your event without a Ticket Master set up fee.
2. The venue will service your performance with Box Office personnel responsible
for advance sales through the venue and sister venue box offices, and Ticket Master
will call.
3. The theater box office must retain a minimum of 50 tickets for each performance
and will distribute the fourteen (14) complimentary tickets reserved for the City of
Miami Beach.
4. The venue will permit Lessee to submit an alphabetized, approved list of
complimentary tickets no less than two hours prior to curtain .
5. The Venue will permit Lessee only one representative in the Box Office one hour
prior to curtain and requests that one representative of Lessee remain in the Box
Office to sign off on the performance audit with the Box Office Manager.
6. No ticket monies may be removed from the box office prior to final Ticket Master
settlement without the express permission of the Theater Operations Manager.
7. In all advertising or other promotional materials, which Lessee creates, Lessee
must include the full Ticket Master Logo as included in the rental packet.
8. Theater Box office will close 'A hour after the advertised time of curtain.
9. Lessee may have tickets pre - pulled by the box office to sell. These tickets are
considered sold if they are not returned to theater box office 2 hours prior to show
time. All tickets sold by Lessee must be printed from the Ticketmaster system.
Lessee must provide accurate sale information for all pre - pulled tickets. The value of
pre - pulled tickets sold by Lessee is reflected on the box office audit with the total
being deducted from the settlement. Tickets can only be sold at face value and
complimentary tickets may be distributed at no charge only. Lessee is not
permitted to sell tickets at the venue.
10. Lessee are responsible for operating their own lobby Will Call; however the
theater box office can distribute presenter pre paid Will Call tickets at the box office
until closing.
11. The sale of tickets above the price printed on the ticket and the sale of tickets
marked "comp ", is illegal and is not tolerated under any circumstances. Florida
Statute Section 817.36 strictly prohibits the sale of tickets above the printed price.
CAR L YLE
T H E A T E R
PROCEDURES, POLICIES AND SERVICES
Lessee selling tickets above printed price or "scalping" is not allowed to pull tickets
for future events.
12. After the venue box office has closed, late arriving patrons without a ticket will not
be allowed to enter the theater.
TICKETING SET -UP INFORMATION
The venue will place all performances on the Ticket Master system for sale no later than
two weeks after the receipt of two signed copies of the Rental Agreement and payment
of the 50% deposit and security deposit. Prior to the sale of any admission tickets,
Lessee must provide in writing to the Box Office Manager all information to be printed
on all tickets. Should the Lessee change ticketing information after performances have
been approved and built on the Ticket Master system, any adjustments may take at
least an additional 48 hours to take effect. Lessee who requires additional service
above and beyond the listed requirements will be charge additional set -up fees.
BOOKEEPING AND FINAL SETTLEMENT INFORMATION
o The venue box office is responsible for keeping a daily log of ticket sales and will hold
all ticket revenues until final settlement.
o The Box Office will not refund any ticket purchases except with the written authorization
of Lessee.
o Management will endeavor to complete final settlement for all ticket revenues no later
than seven to ten (7 -10) business days after final performance.
o Any costs above estimated expenses are added to the final settlement.
INSURANCE REQUIREMENT
o Commercial general liability insurance, on an occurrence form, in the amount of Two
Million ($2,000,000.00) Dollars per occurrence for bodily injury, death, property damage,
and personal injury naming Global Spectrum, Byron Carlyle Theater and the City of
Miami Beach as additional insured.
o Global Spectrum can, at a cost, provide the Lessee with the necessary liability
insurance at $150.00 per performance. (Please contact Theater Operations Manager to
order insurance.)
o Workers' compensation and employer's liability coverage as required by Florida Statute.
EXHIBIT "E"
PRE - EXISTING BOOKING LIST
April 2011.
4/30 -
Fundarte 5/1 In Contract $ 500.00 10/20/2010
Give us Hope (Miami
Childrens) 4/10. In Contract $ 600.00 03/30/2010
Lehrman Community Day 4/12 -
School 4/13 In Contract $ 500.00 03/22/2010
May 2011.
Dance Now! Ensemble 5/6 & 5/7 In Contract $ 500.00 04/12/2010
5/13 - 10/04/2010
Momentum Dance Company 5/15 In Contract $ 800.00
City Theater 5/22 In Contract
October -11
10/7 -
C.O.M.E Dance 10/8. Hold no payment
November 2011.
Sleepless Nights (City of Miami 11/3 -
Beach) 11/5 Hold no payment
January 2012.
CCHQ Tracy Manning 1/12. Hold no payment
EXHIBIT "F"
CITY OF MIAMI BEACH
MINIMUM MAINTENANCE SPECIFICATIONS
FOR MAINTENANCE OF THE MIAM BEACH
BYRON CARLYLE THEATER
These minimum operating and maintenance standards are intended to be considered as a
whole and intended to provide an overall standard for the Facility. Individual discrepancies, as
well as deviations, from any individual standard shall not be considered a default of the
Agreement; it is the intention of the parties that this Exhibit is merely a guide and that Stage
Door is only expected to use good faith efforts to endeavor to meet the standards set forth
herein. In the event of a conflict between the terms or conditions of the Agreement and the
terms or conditions of this Exhibit, the terms and conditions of the Agreement shall control.
PERSONNEL
1. Stage Door shall have the sole responsibility to recruit and employ a full -time general
manager and any necessary administrative and accounting personnel that are
responsible for the overall management and operation of the Facility.
2. Stage Door shall have the sole responsibility to recruit and employ sufficient personnel
to maintain the following functions: general security; janitorial, housekeeping and
cleaning for both event and non -event cleanup; maintenance for electrical systems,
plumbing; and air conditioner operation; painting and general overall maintenance of the
Facility to ensure that the Facility is being maintained consistent with other similar first
class facilities operated by Stage Door.
3. Stage Door shall have the sole responsibility to recruit and employ personnel as it
deems necessary for the staging and coordinating of Events and productions.
4. Stage Door shall maintain personnel policies that assure employment practices do not
discriminate on the basis of race, color, religion, military status, marital status, physical
or mental disability, national origin, age, gender, or sexual preference.
GENERAL SECURITY
1. Stage Door shall provide for the overall security of the Facility, including during non-
event hours.
EMERGENCY PROCEDURES
1. Stage Door shall assign an employee and a backup employee to act as an Emergency
Liaison to the City. This individual will be required to use good faith efforts to attend any
and all meetings, held by the City, that deal with emergency situations, such as extreme
weather events, terrorist acts, etc. The Liaison will serve as the point of contact during
any emergency crisis
2. Stage Door shall develop and implement a Hurricane Preparedness Procedure, a copy
of which shall be provided to the City.
JANITORIAL, CLEANING AND HOUSEKEEPING
1 The Facility shall be reasonably clean at all times. This includes general cleaning during
non -event times, as well as during Events.
2. Restrooms are to be cleaned during Events and on a periodic basis during non -event
times to assure that they are in a functional and reasonably sanitary condition.
3. Garbage and trash shall be removed on an as- needed basis. Trash receptacles shall be
stationed throughout the Facility.
4. Stage Door shall maintain compactor, garbage areas, waste areas, recycling areas, and
dumpster areas reasonably clean and debris free in order to comply with applicable
codes.
5. Carpets shall be vacuumed and cleaned on an as- needed basis.
6. Flooring shall be cleaned and polished on an as needed basis.
7. Windows shall be maintained in a reasonably clean condition and cleaned on an as
needed basis.
8. Treatment for pests and rodents (except termites) shall occur on a quarterly basis as
needed to prevent infestation or as required by applicable code.
9. Entrance doors and mirrors shall be maintained in a reasonably clean condition and
cleaned on an as needed basis.
LANDSCAPING
1. Indoor landscaping shall be maintained in accordance with specifications of the type of
plant and should be watered and fertilized as the type of plant demands.
2. Indoor landscaping should be reasonably insect -free.
EQUIPMENT MAINTENANCE AND GENERAL MAINTENANCE
1. Equipment shall be maintained in a good and workmanlike manner in order to maintain
in full force and effect all dealer's and manufacturer's warranties. Stage Door shall
develop an annual schedule for equipment inspection and preventative maintenance.
2. Upon termination, cancellation, and /or expiration of the Agreement, Stage Door shall
provide all records maintained in accordance with Section 5.3.4. All existing warranties
that are transferable will be transferred to the City.
3. Stage Door shall develop a preventive maintenance plan for the building and its major
building systems and major equipment. This plan shall be provided to the City Manager
annually or when updated.
4. Stage Door shall post and maintain, as required by any applicable governmental code
and /or regulation, any and all required professional licenses, certifications, and /or
permits.
5. Stage Door shall maintain and inspect all building safety systems including but not
limited to: smoke, fire, and CO detector systems, backup generator operation,
emergency battery backup functions, emergency lighting, emergency egress, special
needs and blackout preparedness equipment. All building safety systems shall be
tested on at least an annual basis or as required by federal, state or local codes and
regulations, and maintained in operating condition at all times.
6. Stage Door shall develop and implement a system for regular inspections of elevator
and escalator controls, motors, suspension systems, and related equipment, and shall
maintain such systems substantially in accordance with manufacturer required
standards.
7. Stage Door shall develop and implement a plan for inspection and maintenance for the
Facility's HVAC systems. This shall include inspection of all HVAC controls on a
quarterly basis to verify proper setting and operation as well as any adjustments and /or
maintenance that may be appropriate, including, but not limited to filter replacement,
blower and /or heat exchanger, proper operation of air intakes /vents, fan units, ducts,
etc.
8. Stage Door shall develop and implement a plan for inspection and maintenance of the
building envelope and roofing systems. This shall include periodic inspection and
maintenance tasks for the roof, roof penetrations, and exterior walls and penetrations.
9 Stage Door has the sole responsibility of maintaining the paint on both, the interior and
exterior of the Facility. The City has the sole right to approve (not to be unreasonably
withheld, conditioned or delayed) the paint color selections used on the exterior of the
Facility.
EXHIBIT "G"
STAGE DOOR STANDARD AGREEMENT
EXHIBIT "H"
CITY OF MIAMI BEACH OWNED PROPERTY INCLUDED IN THE AGREEMENT
GM Office
Deck and chair
1 File cabinet
1 tall cabinet with Box office safe, and Misc. office supplies
1 shelve unite with ADA Infrareds hearing units
1 Fax Machine ( No City Labels, Purchased by Byron Theatre)
1 Dell Computer and Monitor and mouse # 31253 CMB
Telephone
Copy Room
1 HP Laser jet printer ( No Labels, Purchased by Byron Theatre)
1 Canon Image Class D320 Printer ( No Labels, Purchased by Byron Theatre)
Crew Room
1 Microwave
1 Coffee maker
TD Office
Desk and Chair
1 Small shelve unit
1 Dell Computer and Monitor and mouse # 31254 CMB
Misc. office supplies.
Telephone
Storage Room
Misc. Theatrical Hardware Tape, Lamps, Gel and so on
1 Upright Piano
1 Piano Bench
Concession Area
1 Freezer unit
1 Price board
Stage
Floor: Wenger Versalite staging, black painted cover
Stage height: 2'- 8"
Front of Stage to 1st Row of Seats: 6'
Truss height 18'- 8" (bottom)
Stage Depth: PL to BS Wall. 29' Total stage depth: 30'
Proscenium. 34' wide x 13'- 6" tall
Wings: Distance from on stage leg to off stage wall. 8'- 6"
Approx 6' between legs
Soft goods 1 grand curtain with valance
4 per side black velour legs (Legs. 6'- 3" width)
5 borders (5' height)
Upstage Black traveler
white seamless cyclorama.
Rigging.
Line Item @(DS Edge) Note
1 Grand teaser 1' - 4" Dark Blue colored
2 Main Curtain 2' - 0" Dark Blue, manual SL pull
3 Electric 1 3' - 9" Motorized (Trim 17'- 9 ")
4 Black Border 7' - 0" Dead Hung (Trim 13'- 7 ")
5 Electric 2 9' - 7" Motorized (Trim 17'- 9 ")
6 Black Border 13' - 5" Dead Hung (Trim 13'- 7 ")
7 Electric 3 16' - 3" Motorized (Trim 17'- 9"
8 Black Border 19' - 6" Dead Hung (Trim 13'- 7 ")
9 Electric 4 23' - 7" Motorized (Trim 17'- 9 ") DEAD HUNG AT THIS TIME
10 Black Border 25' - 9" Dead Hung (Trim 13'- 7 ")
11 Black Scrim 26' - 11" Dead Hung
12 Electric 5 28' - 6" Motorized (Trim 17'- 9 ") DEAD HUNG AT THIS TIME
13 Black traveler 28' - 6" control SL
14 Cyclorama 30' - 0" Dead Hung
Lighting Inventory:
Altman 6X16 1K FEL 1 KW 7.5 x 7.5 15
Altman 6X12 EHG 750 7.5 x 7.5 19
Altman 6X9 EHG 750 7 5 x 7.5 22
ETC Source Four Parnel HPL 575 7 50 x 7 50 20
Altman Sky Cyc 3 cell HTP 1000 16 x 15 5 6
Accessories
8 - 50Ib boom bases
8 - 10' pipes for booms
18 - 251b. Sandbags, saddle -style
40 - 25' SPG cable
40 - 10' SPG cable
12 - 5' SPG cable
24 - 12" side arms
40 - SPG Twofers
8 - Pattern holders
Control:
96 - 2.4k ETC SensorPlus dimmer /circuits
ETC Express 250 (version 1.02) w/ color monitor
Sound inventory:
House Speakers:
Left and Right mains (JBL MP215 15" 2 WAY SPEAKER)
Stage Monitors.
2 Community 12" Two Way Wedges
Control:
Mackie SR24 -4 -2 VLZ Pro Mixing Console
1 DENON DNC 615 CD Player
Accessories.
Selection of microphones including SM 57 SM 58
24 channel snake (SR)
Porta -Com headset system, sound /light/ SL, SR
Cinema equipment
Screen dimensions
14 X 30
35mm equipment
Projector
(1)Kinoton PK60D
Three lens turret for 1.66/1.85/2.35 Scope format.* ? ??
(1)Strong Highlight II Type 72000 -01
Watts ? ? ??
(1) Christie Autowind 3 three deck film platter & makeup table.
Audio rack
1 — Smart TCX624A Time -phase correction Electronic Crossover
1 Dolby CP65D Processor
Speakers
3 — Stage speakers set up for 3 way reproduction; Low to mid range via
Smart crossover and mid to high range via passive crossover (1.2KHZ)
Bass = Dual 15 inch woofer. Mid = 12 inch horn loaded.
High = horn loaded
JBL 4639
Horn — JBL 125 - 3000 -01
1 — Subwoofer,dual 15 inch. JBL 4642A.
(1) 35mm film splicer
Video Projectors
1 Proxima Desktop 9290
OTHER
4 Easels
18 Stanchions
11 Red Ropes
4 Curved Serving Tables
3 6ft. Tables
2 8ft. Tables
2 6ft. Ladders
2 10ft Ladders
1 10ft. Wooden Ladder
1 14ft. A Ladder with Extension
1 Geni Lift S/N 0900023421
1 Carpet Cleaner
2 Vacuums (934) (943)
3 Sets of pickups and brooms
2 Dust Mops
1 Cement Push Broom
2 Push Brooms
1 Mop bucket and ringer
2 Mops
1 Large Trash Bin on wheels
82 Red Chairs
12 Black Chairs
2 Locker Units (3 each)
1 Small Fridge
1 Maintenance Cart
Assorted Cleaning supplies and paint