License Agreement Dance Now! Ensemble & Global Spectrum •
• 1
LICENSE AGREEMENT
THIS LICENSE AGREEMENT made this 19 day of July, 2010 ** by and between Global
Spectrum, L.P., ( "Licensor ") , and Dance Now! Ensemble ("Licensee. ")
Diego Salterini or Hannah Baugarten
Artistic Director
Dance Now! Ensemble
P.Q. Box 416525
Miami Beach, FL 33141
EMAIL: info@dancenowmiami.org
WITNESSETH:
Licensor manages, operates and maintains BYRON CARLYLE THEATRE, on behalf of the City of
Miami Beach, a Florida municipal corporation (the "City "), under rights granted by and
obligations imposed under an agreement between City and Licensor.
That the Licensor grants unto the Licensee the use and occupancy of BYRON CARLYLE
THEATRE (Venue), upon the following terms and conditions for the sole purpose of:
"Mothefs Day Concert 2011"
Thursday, May 5, 2011 Technical Load In Rate: $550.00
Friday, May 6, 2011 Technical Rehearsal Rate: $550.00
Saturday, May 7, 2011 Performance at 8:00 pm Rate: $500.00
TERMS AND CONDITIONS
1. Rent: Licensee shall pay rent to Licensor without demand, together with any and
all sales, use and state taxes arising or accruing during the term of the License hold,
plus the percentages and other charges as set forth below on the following basis:
The Licensee hereby covenants and agrees to pay the following minimum rentals, or such
higher rentals as shall be approved by the City Commission on or before 120 days prior
to the date licensee takes occupancy under this license; provided, however, that
licensee's obligation with respect to such higher rentals shall be limited to an
increase of twelve per cent (12 %) over the following minimum rentals.
, . 4oe .wand . �. ac:::: �undred:: DQiar�al:.: P1ua::::. Booso::: �' eea :.::and:;La�or °<:�acpaasse':.
The Licensee is subject to the terms and conditions of this LICENSE AGREEMENT. These
Rental Documents comprise Licensee's obligation to rent BYRON CARLYLE THEATRE and are in
'full force and effect during the rental period. The License Agreement must be returned
to the Global Spectrum office 1901 Convention Center Drive, Miami Beach, Fl 33139 along
with payment of a non - refundable 50% deposit payable to THE MIAMI BEACH CONVENTION
CENTER no less than four months (120 days) prior to event date stated on signed Rider to
the Venue Contract. The signed documents and security deposit must be received no later
than 5:00 PM on the due date designated by the invoice or date will be automatically
cancelled.
1
Should the contract be prepared less than forty -five (45) days prior to the
commencement of the rental period, then the Rental Documents and prepayment in
full must be remitted no later than 5 :00 PH, on the due date designated by the
invoice or the data will automatically be cancelled. Licensee accepts sole
responsibility for compliance with the terms set forth in this contract.
$5 00,00 ` ' `°vp:Hundred Dollars) ars) Haouri ait . 1. to THE ::,fix. BEAM
By signing this contract, Licensee takes full responsibility and obligation for
all rental monies and additional charges incurred for performance. Licensee is
fully responsible for full rental of any cancellation for the above-mentioned
date. Licensor will provide Licensee with a written estimate of all charges for
Services provided by Licensor and may revise such estimate from time to time
In the event Licensee has not completely vacated the premises and returned said
premises by the contracted termination time, Licensor may assess additional rent
at the prevailing hourly rental rate as approved by the City of Miami Beach for
each day or portion thereof beyond the contracted evacuation time.
The Licensee is subject to the teams and conditions of this LI(RN$S AGREEMENT and
RIDER TO TIM Vemx/ESTIMATE. These Rental Documents comprise Licensee's obligation
to rent Byron Carlyle Theatre and are in full force and effect during the rental
period. Licensee accepts sole responsibility for compliance with the terms set
forth in this contract.
2. Premises and Equipment:
a) This Agreement grants unto the Licensee the full use of stage, existing
stage setting, stage properties, stage lights, dressing rooms, "green room ",
orchestra pit, orchestra, mezzanine or balcony seats, lobby and entry ways.
The Licensee shall take the premises as they are at the time of occupancy
by the Licensee. In the event the Licensee finds it necessary to remove or
change the location of any stage rigging, settings, curtain or equipment,
the changes shall be made by the Licensee at the Licensee's expense;
provided, however, that no removals or changes shall be made without prior
written consent of the Theater Director. Licensee further agrees to replace
and restore all said stage riggings, settings, curtains or equipment to the
former location and condition in which the Licensee found them.
b) Licensee agrees to pay costs of repair and replacement and all damages of
whatever origin or nature which may occur during the term of this agreement
in order to restore the licensed premises or other parts of the Licensor's
premises affected by the event to a condition equal to that at the time this
agreement became effective. Licensee shall deposit with Licensor the sum of
Five Hundred dollars and no /100 ($500.00) Dollars to ensure performance of
this provision or any other provision of this License Agreement. In the
event the Licensee shall fully and faithfully comply with all of the terms,
covenants, provisions, and conditions of this License, said security shall
be set off against any rent owed to the Licensor at the termination of the
License or returned in full if all obligations are fulfilled. In the event
of any bankruptcy or other insolvency proceeding against Licensee, it is
agreed that all security deposits held hereunder shall be deemed to be
applied by Licensor to rent, sales tax and other charges due at date of
2
bankruptcy and /or insolvency.
c) Licensee shall not injure, mar, or in any manner deface the premises or any
equipment contained therein and shall not cause or permit anything to be
done whereby the said premises or equipment therein shall be in any manner
injured marred or defaced. Licensee further agrees it will not tape items,
drive or permit to be driven nails, hooks, tracks, or screws into any part
of said building or equipment contained therein and will not make or allow
to be made any alterations of any kind to said building or equipment
contained therein.
3. Services: The Licensor shall furnish air conditioning during show hours only,
house lights, public address system and water by means of the appliances installed for
ordinary purposes, but for no other purposes. Interruptions, delays or failures in
furnishing any of the same caused by anything beyond control of the Licensor shall not
be chargeable to the Licensor. Licensor will provide one daily cleaning of all public
spaces and between show clean -up as possible for events with more than one performance
on a single day. It is agreed that the licensor shall provide at Licensee's sole cost
and expense, ushers, floor managers, off -duty Miami Beach Police Officers, firemen as
may be required by the Miami Beach Fire Department, stage crew, electricians,
technicians, projectionists, sound system licensor, carpenters, machine licensor, and
any and all help necessary for the promotion and presentation of the event. All
employees and services not provided by City of Miami Beach are employees of Licensee.
If additional maintenance personnel are required in excess of regular scheduling, due to
Licensee use of the Theatre, Licensee will be solely responsible for all cost relating
to additional maintenance and personnel.
4. Box Office: Licensor at all times reserves the authority, power and right to
control the box office, including but not limited to, ticket printing, ticket
personnel and ticket sales revenue.
(a) Ticketing: Licensor will order the tickets /create the event through Ticket
Master of Florida as exclusive in -house ticketing, distribution and
reporting system. Licensee charge for said distribution will be included in
"House Fees ".
(b) Distribution: Licensor shall have the right to offer tickets for sales
at all of its approved agencies (Ticket Master of Florida). Licensee may
request that ticket sales privileges be extended to additional agencies, and
Licensor retains full and final authority to authorize such distribution
approval.
(c) Licensee Holds: Licensor agrees to put a designated number of tickets on
hold for sale by the Licensee for the purpose of season ticket holders.
Licensee must notify the Licensor prior to putting the event on sale in
writing as to the number of specific seats to be put on hold. Held seat
will not be included in final box office settlement.
Consignment tickets will be issued and used for trade deals or group sales
only.
Group sales will be required to pick -up and pay for tickets at the box
office.
Additionally, Licensee assumes all responsibility for collection of funds
from such approved agencies. ANY UNSOLD TICKETS CONSIGNED TO ADDITIONAL
AGENCIES MUST BE RETURNED TO LICENSOR 24 HOURS BEFORE THE FIRST DAY OF THE
EVENT. ANY TICKETS NOT SO RETURNED WILL BE CONSIDERED SOLD.
3
(d) Ticket Prices: Licensee agrees that all tickets will be sold at the
advertised prices. Such advertised prices shall be mutually agreed upon in
writing by Licensee and Licensor. Any changes in ticket prices shall
require the prior written approval of Licensor. The approved agency will
charge applicable handling charges.
(e) Licensor will retain a minimum of fourteen (14) complimentary tickets for
each event to be reserved for the City of Miami Beach.
(f) Customer Credit: Licensee shall be responsible for the credit worthiness of
its patrons.
5. Right to Secure Box Office Receipts: Licensee covenants and agrees to pay the
Licensor on demand all sums due Licensor for any service, accommodations or materials
furnished or loaned by Licensor and to authorize and permit Licensor to take such sums
from any box office receipts or advance receipts belonging to Licensee in an amount
sufficient to secure Licensor against loss in the event Licensee fails to make such
payments. Licensor shall have a first lien and security interest on the box office
receipts of Licensee to secure the payment of any sums due Licensor from Licensee for
the use of the licensed premises, any accommodations, services or materials furnished or
loaned by Licensor, or any amounts due under this License.
6. Exculpation and Indemnification Clause: Licensee agrees that it will indemnify,
hold and save the City of Miami Beach ( "City ") and Licensor, their officers, agents,
contractors and employees whole and harmless and at Licensor's option defend same, from
and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and
judgments of any nature recovered from or asserted against Licensors on account of
injury or damage to person or property to the extent that any such damage or injury may
be incident to, arise out of, or be caused, either proximately or remotely, wholly or in
part, by an act, omission, negligence or misconduct on the part of Licensee or any of
its agents, servants, employees, contractors, patrons, guests, licensees or invitee or
of any other person entering upon the Premises licensed hereunder with the express or
implied invitation or permission of Licensee, or when any such injury or damage is the
result, proximate or remote, of the violation by Licensee or any of its agents,
servants, employees, contractors, patrons, guests, licensees or invitee of any law,
ordinance or governmental order of any kind, or when any such injury or damage may in
any other way arise from or out of the occupancy or use by Licensee, its agents,
servants, employees, contractors, patrons, guests, licensees or invitee of the Premises
licensed hereunder. Licensee covenants and agrees that in case Licensor or City shall
be made parties to any litigation against Licensee or in any litigation commenced by any
party other than Licensee relating to this License or to the Premises licensed
hereunder, then Licensee shall and will pay all costs and expenses, including reasonable
attorney's fees and court costs, incurred by or imposed upon Licensor or City by virtue
of any such litigation. These terms of indemnification shall be effective unless such
damage or injury may result from the sole negligence, gross negligence or willful
misconduct of Licensor and /or the City.
7. Ordinances and Regulations: Licensee will comply with all laws, ordinances and
regulations adopted or established by federal, state or local governmental agencies or
bodies; and by all facility rules and regulations as provided by Licensor, and Licensee
will require that its agents and employees likewise comply. Licensee agrees that at all
times it will conduct its activities with full regard for public safety and will observe
and abide by all applicable regulations and requests by duly authorized governmental
agencies responsible for public safety and by Licensor to assure such safety. Licensor
further agrees that all portions of sidewalks, entries, doors, passages, vestibules,
halls, corridors, stairways, passageways, and all ways of access to public utilities of
the premises shall be kept unobstructed by the Licensee and shall not be used for any
4
purpose other than ingress or egress to and from the premises by Licensee. Licensee
also shall not use or store or permit to be used or stored in or on any part of the
Licensed premises any substances or thing prohibited by law, ordinance, or standard
policies of fire insurance companies operating in the State of Florida, without the
permission of the Licensor. Illuminating oils, candles, oil lamps, turpentine, benzene,
naphtha, or other similar substances or explosives of any kind shall not be placed in or
on the licensed premises. It is further agreed that no inflammable materials, such as
bunting, tissue paper, crepe paper, etc., will be permitted to be used as decorations,
and decorative materials unless they are treated with flame proofing and are approved by
the appropriate inspector of the City of Miami Beach or Dade County, Florida, before the
same are installed.
In accordance with the City of Miami Beach liquor control regulation ordinance, any
event held at BYROM CARLYLE THEATRE which involves the consumption of alcoholic
beverages must close the event no later than 5 :00 A.M. on each event day. Compliance
with this ordinance is mandatory.
8. Assignment and Subletting: Licensee shall not assign, transfer, sublet or subject
this agreement or its right, title or interest therein without Licensor's prior written
approval.
9. Powers to Vacate Premises: Licensor shall retain the right to cause interruption
of any performance in the interest of public safety, and to likewise cause the
termination of such performance when in the judgment of the Licensor such action is
necessary in the interest of public safety. Should it become necessary in the judgment
of the Licensor to evacuate the premises because of a bomb threat or for other reasons
of public safety, the Licensee will retain possession of the premises, for sufficient
time to complete presentation of its activity without additional rental charge providing
such time does not interfere with another building Licensee. If it is not possible to
complete presentation of the activity, rental shall be forfeited, prorated, or adjusted
at the discretion of the Licensor based upon the situation, and the Licensee hereby
waives any claim for damages or compensation from the Licensor.
Operator reserves the rights to make such announcements as are deemed necessary at any
time in the interest of public safety. Licensee agrees that it will cooperate with the
delivery of such announcements for public safety, including but not limited to,
announcements to require patrons to leave their seats or to leave the premises. The
Licensor reserves the right to eject or cause to be ejected from the premises any person
or persons causing a disturbance, and neither the Licensor nor any of its officers,
agents or employees shall be liable to the Licensee for any damages that may be
sustained by the Licensee through the exercise by the Licensor of such right.
10. Cancellation of Event by Licensee: In the event of a cancellation by Licensee
of the Event, no deposit refund shall be made. Additionally, Licensee shall be
obligated to pay the full amount of fees contemplated to be due hereunder had the
Event actually occurred. The parties agree that Licensor will be damaged by any such
cancellation, and that the exact amount of such damages would be either impossible or
inconvenient to prove, and that the amounts set forth in the preceding sentence are a
reasonable estimate of the amount of such damages. The parties further agree that
such amount shall constitute cancellation fees, and not a penalty of any kind. The
remedies set forth in this section are in addition to, and not in lieu of, any other
rights or remedies Licensor may have, at law or in equity, in the event of a breach or
cancellation of this Agreement by Licensee.
In the following formula, "x" shall represent the number of calendar days from the
date the Licensor received notice of cancellation from the Licensee to the first day
of the License period and "y" shall represent the percentage of the License fee owed
to the Licensor by the Licensee:
5
If "x" equals 1,096 or more calendar days, then "y" equals 25% (3+ years)
If "x" equals 366 to 1,095 calendar days, then "y" equals 50% (over 1 year up to 3
years)
If "x" equals 365 or less calendar days, the "y" equals 100% (1 year or less)
Licensor shall use reasonable efforts to re -rent the Premises, and license fees received
by Licensor in the re- renting of the Premises shall reduce cancellation fees owed by
Licensee by a like amount, with such reduction not to exceed the full amount of the
cancellation fees owed.
11. Default and Licensor's Remedies: Default shall be defined as the untimely
performance of any and all clauses in this License or in the event guide which is
incorporated by reference into this License. Licensor may exercise any and all remedies
enumerated or permitted by law. Licensor may hold a landlord's lien on any and all
e y a
P X Y
personal when Licensee is in default and Licensee expressly gives Licensor permission to
remove and store at Licensee's expense, any personal abandoned on the demised premises.
The Licensee shall pay upon demand all Licensor's expenses and costs incurred in
enforcing the Licensee's obligations under this license including but not limited to:
staff and leasing agents retained by Licensor, legal costs, charges and /or expenses,
including reasonable attorney's fees incurred by Licensor in any pre - litigation
negotiation, litigation and /or appeal in which the Licensee causes the Licensor to
become involved or concerned. Licensor may resort to any one or more of such remedies
or rights, and adoption of one or more such remedies or rights, shall not necessarily
prevent the enforcement of other remedies or rights concurrently or thereafter.
12. Insurance: As additional consideration over and above the rental payments made by
Licensee herein, Licensee shall, at its own expense, comply with all of the following
insurance requirements of the Licensor. It is agreed by the parties that the Licensee
shall not occupy the premises until proof of the following insurance coverage has been
furnished to the City and Licensor.
a) 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. The policy must include
coverage for premises operations, blanket contractual liability (to cover
indemnification section), products, completed operations and independent
contractors. If the user's activities involve the sale of alcohol, then
liquor liability in the same amount is also required. These policies must
name the City of Miami Beach and Global Spectrum as additional insured.
b) Automobile liability insurance in the amount of One Million ($1,000,000.00)
Dollars per occurrence to provide coverage for any owned and non -owned
vehicles used by the licensee on the Facility premises, including loading
and unloading hazards. This must name the City of Miami Beach and Global
Spectrum as additional insured.
c) Workers' compensation and employer's liability coverage as required by
Florida Statute.
d) It is understood and agreed that all coverage's provided by the Licensee are
primary to any insurance or self - insurance program the City has for this
Facility and the Licensee and their insurance shall have no right of
recovery or subrogation against the Licensor.
e) All policies must be issued by companies Domicile in the State of Florida
and assigned a rating of A:X or better, per Best's Key Rating Guide, latest
6
edition.
f) The City must receive thirty (30) days written notice prior to any
cancellation, non - renewal or material change to the required insurance
policies. This written notice must be sent to the City of Miami Beach Risk
Management Division, 1700 Convention Center Drive, Miami Beach, FL 33139.
g) Evidence of the required insurance policies must be provided to Global
Spectrum by submission of an original certificate of insurance thirty (30)
days prior to the license period.
h) Alternate coverage to satisfy these requirements is subject to prior
approval of the City's Risk Manager. Additional insurance coverage, as
determined by the City's Risk Manager, may be required for this license.
13. Administrative Charges: In the event any check, bank draft or negotiable
instrument given for any money payment hereunder shall be dishonored at any time, for
any reason whatsoever not attributable to Licensor, Licensor shall be entitled, in
addition to any other remedy that may be available to make an administrative charge of
Twenty ($20.00) Dollars for each such check.
14. Audit: Licensee shall make available to Licensor, upon request, all records and
books related to this Agreement at such time and place as shall be designated by
Licensor for examination thereof for the purpose of an audit to be performed by an
auditor designated by Licensor. Licensee shall inform licensor of all services retained
by it to provide services in connection with Licensee's License of Licensor's premises
pursuant to this Agreement, that they must also agree to the aforesaid provision
relating to audit upon request of Licensor.
15. Sale of Concessions: Licensor reserves, and at all times shall have the sole
right to food and beverage, sundries, programs, novelties, souvenirs and periodicals and
to rent and sell opera glasses, and other articles, to conduct check rooms, to control
event programs and to supervise the contents thereof, to take photographs, to control or
supervise radio, movie and /or television broadcasting or recording and transcription
rights and equipment, and other privileges, and Licensee shall not engage in or
undertake the sale of any of the aforesaid articles or privileges, without the express
written consent of Licensor. Licensee agrees to pay to the Licensor 15% of its
gross sales on programs, novelties, souvenirs, etc.
16. Right of Entry: Any duly authorized agent or agents or employees of the Licensor
shall have the right at any time to enter into any and all parts of the premises for the
purpose of inspecting the same, making or causing to be made, necessary repairs thereto,
enforcing all necessary and proper rules for the management and operation of the
premises, and enforcing the Licensee's obligations hereunder.
17. Supply of Keys to Director: The Licensor or his representative shall have
available to him at all times, total and complete access to all portions of the licensed
premises. Licensee shall supply to the Licensor, or his representative, a key or keys
to any and all parts of the premises which Licensee desires to secure under lock, such
keys and locks to be provided for and installed and removed at the sole expense of
Licensee, subject to immediate removal upon termination of this Agreement, or otherwise
at the discretion of the Director. In the event the Director determines it to be
necessary to remove any locks which have been installed by Licensee, the Director may
order such removal, the cost of which shall be borne by Licensee.
18. No Box office Bailment: In the handling, control, custody and keeping of receipts
and funds, whether the same are received through the box office or otherwise, the
7
Licensor is acting for the accommodation and sole benefit of Licensee and that, as to
such receipts and funds, the Licensor shall be responsible only for gross neglect or bad
faith.
19. Licensor's Discretion: Any matter not expressly provided for herein shall be
within the reasonable discretion of the Licensor.
20. Miscellaneous:
(a) All legal proceedings arising from this license shall be in the courts
situated in Dade County, Florida.
(b) If any section, subsection, clause or provision of this License is held
invalid, the remainder shall not be affected by such invalidity.
(c) This License may only be altered, changed or amended, by an instrument in
writing signed by both parties hereto.
(d) No waiver of any covenant or condition of this License by either party shall
be deemed to imply or constitute a further waiver of the same covenant or
condition or any other covenant or condition of this License.
(e) This License contains and embodies the entire agreement of the parties
hereto and no representations, inducements or agreements oral or otherwise,
between the parties not contained and embodied herein shall be of any force
and effect.
(f) In any conflict between the License and other written provisions the license
shall prevail.
(g) CHECKLIST /QUESTIONAIRE and RIDER TO VENUE CONTRACT are hereby incorporated
into this agreement by reference unless otherwise amended by separate
addendum.
(h) All federal, state, and local laws and /or regulations related to copyright,
trademarks, etc. must be complied with by the Licensee and all exhibitors
selling such items on the premises. Further, the Licensee agrees to save
and completely hold harmless the City of Miami Beach and Global Spectrum,
and to pay all costs related to any violation of the above.
(i) The licensee acknowledges and understands that this contract in no way
affords any rights and does not authorize any signage to be placed outside
the boundaries of the Theater property.
We strongly suggest that the licensee obtains all appropriate permits and
licenses for off -site signage from the City of Miami Beach Building and /or
Code Enforcement Department.
(j) The Licensee acknowledges and agrees that it is their sole responsibility to
provide appropriate information related to the availability of seating for
patrons with disabilities. Further the Licensee understands and agrees that
information on such seating must be included in all promotional and
advertising materials relative to this performance.
21. Other Terms and Conditions: The Licensee shall provide at Licensee's sole cost
and expense, off-duty Miami Beach Police Officers and off -duty Miami Beach Firefighters
and /or Miami Beach Rescue Service as required by the Miami Beach Fire and Police
Departments.
8
•
22. Force Majeure: Should Licensee be unable to take possession of the Premises
or present the Event due to an Event of Force Majeure, neither Licensor nor Licensee
shall have any liability under the Agreement and Licensee, as its sole remedy and
relief, shall receive a refund of any uncommitted or cancelable advance payments less
any expenses incurred by Licensor in preparing for the Event. The term "Event of
Force Majeure" shall mean any and all acts of God, strikes, lock -outs, acts of the
public enemy, laws, rules and regulations of governmental or quasi- governmental
entities, wars or warlike action, arrest or other restraint of government (civil or
military), blockades, insurrections, riots, terrorism or terrorist threats,
epidemics, lightning, earthquakes, hurricanes, storms, floods, washouts, fire or
other casualty, civil disturbances, explosions, threats of bombs or similar
interruptions, confiscation or seizure by any government or public authority, nuclear
reaction, radioactive contamination, accidents, or any other causes, whether of the
kind herein enumerated or otherwise that are not reasonably within the control or
caused by the party claiming the right to delay the performance on account of such
occurrence; provided, however, in no circumstances shall the monetary inability of a
party to perform any obligation contained in this Agreement be construed to be an
Event of Force Majeure. Upon removal or cessation of the Event of Force Majeure, the
parties' respective rights and obligations hereunder shall be reinstated for any and
all subsequent sessions of the Event remaining in the Term (if any).
LICENSEE: Promoter's Company Name
WA- t Ikth 7.A.A thAJLIU
641,271to` • ll
By. Date: Signature "k
b SIVOk jk 2 -1-51kL b t(L
Print Name / Tittle
LICENSO ' GL BAL SPECTRUM, L.P.
i ,/
By: A_ • :
Date: General ager
-.. - - - =1 sam
9