License Agreement Momentum Dance Co. & Global Spectrum INC •
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT made this 10 day of , March 2011 ** by and between
Global Spectrum, L.P., ( "Licensor ") , and Momentum Dance Company ("Licensee. ")
Delma Iles
Momentum Dance Company
P.O. Box 331973
Coconut Grove, F1. 33233 -1973
305 -858 -7002 or 305 -606 -8478
mdanceco@bellsouth.net
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:
"Carazon Abriendo & Momentum Dance Company 28 Season Finale "
Thursday, May 12, 2011 Technical Day Rate: $550.00
Friday, May 13, 2011 Performance at 8:00 PM Rate: $500.00
Saturday, May 14, 2011 Technical Dress Rate: $ 300.00
Saturday, May 14, 2011 Performance at 8:00 PM Rate: $ 500.00
Sunday, May 15, 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.
Rent $2,350.00 (Two Thousand Three Hundred Dollars),Plus House Fees and Labor
Expenses.
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 three months (90 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.
Should the contract be prepared less than thirty (30) days prior to the
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commencement of the rental period, then the Rental Documents and prepayment in
full must be remitted no later than 5:00 PM, on the due date designated by the
invoice or the date will automatically be cancelled. Licensee accepts sole
responsibility for compliance with the terms set forth in this contract.
$50O,.DO• {Five Hundred Dollars) Security Deposit payable to THE MIAMI
BEACH CONVENTION CENTER.
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 terms and conditions of this LICENSE ACTT and
RIDER TO THE VENUE /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 bankruptcy and /or insolvency.
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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
whereby the said premises or equipment therein shall be in any
be done hereb t
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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.
(d) Ticket Prices: Licensee agrees that all tickets will be sold at the
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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 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,
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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.
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:
If "x" equals 150 or more calendar days, then "y" equals 25% (5 months to 1 year)
If "x" equals 75 to 149 calendar days, then "y" equals 50% (2.5 months to 5 months)
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If "x" equals 1 to 74 or more calendar days, the "y" equals 100% (1 day to 2.5
months)
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 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, L.P. 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, L.P. 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 edition.
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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, L.P. 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 -Five ($25.00) 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,
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the 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.
(k) A Guest Services /Security person is positioned at the Stage Door of the
Colony Theatre pre -show and during performances. This secures the
backstage area for a performers and production only environment. The
charge is $15.00 per hour with a four hour minimum.
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'sCompanyName
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.LI.� / a° t By:
Date: Signatu
a D4.1 aSte !At ec)r
Print Name / Title
LICENSOR: GL BAL SPECTRUM, L.P.
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I. Of By:
Date: Gener Manager
Robert L. Balsam, Jr.
DEC EIVE •
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