License Agreement Miami Children's Chorus & Global Spectrum INC LICENSE AGREEMENT
THIS LICENSE AGREEMENT made this 8 day of September, 2010 ** by and between
Y P Y
Global Spectrum, L.P., ( "Licensor ") , and Miami Children's Chorus ("Licensee.")
Miami Children's Chorus
Timothy A. Sharp
1533 Sunset Drive #215
Coral Gables, Fl. 33143
305 662 7494
tsharp@miarnichiidrenschorus.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:
"Give Us Hope With Oscar Escalada"
Sunday, April 10, 2011 Performance at 7:00 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.
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• 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
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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
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
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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
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 BYRON 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.
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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
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
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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.
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
Miami Children's Chorus, Inc.
October 8, 2010
By:
Date: Signature
Timothy A. Sharp / Music Director
Print Name / Title
LICENSOR: GLOBAL SPECTRUM, L.P.
Date: Genera anager
Robert Balsam
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