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License Agreement FUNDarte & Global Spectrum INC LEASE AGREEMENT THIS LEASE AGREEMENT made this 24 day of March, 2011 by and between GLOBAL SPECTRUM ("Operator"), and. FUNDarte "Lessee. " FUNDarte Ever Chavez 7601 Byron Ave. Suite 4c Miami Beach, FL 33141 305 -867 -1145 off 305 - 316 -6165 cell ever @fundarte.us W'ITNES SETS: Operator manages, operates and maintains the BYRON CARLYLE THEATER, on behalf of the City of Miami Beach, a Florida municipal corporation (the "City "), under rights granted by and obligations imposed under an agreement between City and Operator. That the Operator grants unto the Lessee the use and occupancy of the BYRON CARLYLE THEATER (Venue), upon the following terms and conditions for the sole purpose of: "Teatro de Las Estaciones: Por El Monte Carule" Saturday, April 30, 2011 TechlWorkshop Rate: $ 550.00 Sunday, May 1, 2011 Tech/Performance Rate: $ 500.00 TERMS AND CONDITIONS 1. Rent: Lessee shall pay rent to Operator without demand, together with any and all sales, use and state taxes arising or accruing during the term of the Leasehold, plus the percentages and other charges as set forth below on the following basis: The Lessee 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 lessee takes occupancy under this lease; provided, however, that lessee's obligation with respect to such higher rentals shall be limited to an increase of twelve per cent (12 %) over the following minimum rentals. ttt ,':: '- te l: :o.. . om do •'r'ioot j' :ii:• ?:a i .:l::g.:. ;.., The Lessee is subject to the terms and conditions of this LEASE AGREEMENT and Rider to the Venue Contract (the "Rental Documents). These Rental Documents comprise Lessee's obligation to rent the BYRON CARLYLE THEATER and are in full force and effect during the rental period. Both Copies of The Lease Agreement must be returned to the GLOBAL SPECTRUM office 1901 Convention Center Drive, Miami Beach, F1 33139 along with payment of a non - refundable 5O% deposit payable made out to Miami Beach Convention Center no less than four months (120 days) prior to event date stated. The signed documents and security deposit must be received no later than 5:00 PM on the due date designated by the Lease Agreement and Rider to Venue Contract or date will be automatically canceled. The balance shall be due no later than 5:00pm on the 1 • due date designated by the Lease Agreement and Rider to the Venue Contract or the date will be automatically cancelled. 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 PM, on the due date designated by the LEASE AGREEMENT or the date will automatically be cancelled. Lessee accepts sole responsibility for compliance with the terms set forth in this contract. : _. ... , .z z_.t ._.,- ..a., ✓.,..., t >Ad; t s c, .., Kr.,. i.. . 2..1. :.. , .!.1.. ,... : (':. - =; ; "ii:: '•i :;:'!i :i ri -i. '_Si:: ''.I`i: ..,. . �^ 7 �:. :i, - _i. >•.rn. _ i. .E::zu i •t_ .c .alp. ": ". _ ' By signing this contract, Lessee takes full responsibility and obligation for all rental monies and additional charges incurred for performance. Lessee is fully responsible for full rental of any cancellation for the above- mentioned date. Operator will provide Lessee with a written estimate of all charges for Services provided by Operator and may revise such estimate from time to time In the event Lessee has not completely vacated the premises and returned said premises by the contracted termination time, Operator may assess additional rent at the prevailing daily rental rate as approved by the City of Miami Beach for each day or portion thereof beyond the contracted evacuation time. The Lessee is subject to the terms and conditions of this LEASE AGREEMENT and RIDER TO THE VENUE CONTRACT /ESTIMATE (the "Rental Documents"). These Rental Documents comprise Lessee's obligation to rent the Byron Carlyle Theater and are in full force and effect during the rental period. Lessee accepts sole responsibility for compliance with the terms set forth in this contract. 2. Premises and Equipment: a) This Agreement grants unto the Lessee 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 Lessee shall take the premises as they are at the time of occupancy by the Lessee. In the event the Lessee finds it necessary to remove or change the location of any stage rigging, settings, curtain or equipment, the changes shall be made by the Lessee at the Lessee's expense; provided, however, that no removals or changes shall be made without prior written consent of the Theater Director. Lessee further agrees to replace and restore all said stage riggings, settings, curtains or equipment to the former location and condition in which the Lessee found them. b) Lessee agrees to pay costs of repair and replacement and all damages of whatever origin or nature which may occur during the term of this agreement in order to restore the leased premises or other parts of the Operator's premises affected by the event to a condition equal to that at the time this agreement became effective. Lessee shall deposit with Operator the sum of Five Hundred dollars and no /1.00 ($500.00) Dollars to ensure performance of this provision or any other provision of this Lease Agreement. In the event the Lessee shall fully and faithfully comply with all of the terms, covenants, provisions, and conditions of this Lease, said security shall be set off against any rent owed to the Operator at the termination of the Lease or returned in full if all 2 obligations are fulfilled. In the event of any bankruptcy or other insolvency proceeding against Lessee, it is agreed that all security deposits held hereunder shall be deemed to be applied by Operator to rent, sales tax and other charges due at date of bankruptcy and /or insolvency. c} Lessee 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. Lessee 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 Operator 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 Operator shall not be chargeable to the Operator. Operator will provide one daily cleaning of all public spaces and between show cleanups as possible for events with more than one performance on a single day. It is agreed that the operator shall provide at Lessee'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 operator, carpenters, machine operator, 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 Lessee. If additional maintenance personnel are required in excess of regular scheduling, due to Lessee' use of the Theater, Lessee will be solely responsible for all cost relating to additional maintenance and personnel. 4. Box Office: Operator 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: Operator will order the tickets /create the event through TicketMaster of Florida as exclusive in -house ticketing, distribution and reporting system. Lessee charge for said distribution will be included in "House Fees ". The Theater Box - Office must retain a minimum of 50 tickets for each performance. (b) Distribution: Operator shall have the right to offer tickets for sales at all of its approved agencies (TicketMaster of Florida). Lessee may request that ticket sales privileges be extended to additional agencies, and Operator retains full and final authority to authorize such distribution approval. (c) Lessee Holds: Operator agrees to put a number of tickets on hold for sale by the Lessee for the purpose of season ticket holders. Lessee must notify the Operator 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. 3 Additionally, Lessee assumes all responsibility for collection of funds from such approved agencies. ANY UNSOLD TICKETS CONSIGNED TO ADDITIONAL AGENCIES MUST BE RETURNED TO OPERATOR 24 HOURS BEFORE THE FIRST DAY OF THE EVENT. ANY TICKETS NOT SO RETURNED WILL BE CONSIDERED SOLD. (d) Ticket Prices: Lessee agrees that all tickets will be sold at the advertised prices. Such advertised prices shall be mutually agreed upon in writing by Lessee and Operator. Any changes in ticket prices shall require the prior written approval of Operator. The approved agency will charge applicable handling charges. (e) Operator will retain a minimum of fourteen (14) complimentary tickets for each event to be reserved for the City of Miami Beach until one (1) hour before advertised time of show. (f) Customer Credit: Lessee shall be responsible for the credit worthiness of its patrons. 5. Right to Secure Box Office Receipts: Lessee covenants and agrees to pay the Operator on demand all sums due Operator for any service, accommodations or materials furnished or loaned by Operator and to authorize and permit Operator to take such sums from any box office receipts or advance receipts belonging to Lessee in an amount sufficient to secure Operator against loss in the event Lessee fails to make such payments. Operator shall have a first lien and security interest on the box office receipts of Lessee to secure the payment of any sums due Operator from Lessee for the use of the leased premises, any accommodations, services or materials furnished or loaned by Operator, or any amounts due under this Lease. 6. Exculpation and Indemnification Clause: Lessee agrees that it will indemnify, hold and save the City of Miami Beach ( "City ") and Operator, their officers, agents, contractors and employees whole and harmless and at Operator'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 Operators 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 Lessee or any of its agents, servants, employees contractors, patrons, guests, licensees or invitee or of any other person entering upon the Premises leased hereunder with the express or implied invitation or permission of Lessee, or when any such injury or damage is the result, proximate or remote, of the violation by Lessee 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 Lessee, its agents, servants, employees, contractors, patrons, guests, licensees or invitee of the Premises leased hereunder. Lessee covenants and agrees that in case Operator or City shall be made parties to any litigation against Lessee or in any litigation commenced by any party other than Lessee relating to this Lease or to the Premises leased hereunder, then Lessee shall and will pay all costs and expenses, including reasonable attorney's fees and court costs, incurred by or imposed upon Operator 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 4 misconduct of Operator and /or the City. 7. Ordinances and Regulations: Lessee will comply with all laws, ordinances and regulations adopted or established by federal, state or local governmental agencies or bodies; and by all facility rules and regulations as provided by Operator, and Lessee will require that its agents and employees likewise comply. Lessee agrees that at all times it will conduct its activities with full regard for public safety and will observe and abide by all applicable regulations and requests by duly authorized governmental agencies responsible for public safety and by Operator to assure such safety. Operator further agrees that all portions of sidewalks, entries, doors, passages, vestibules, halls, corridors, stairways, passageways, and all ways of access to public utilities of the premises shall be kept unobstructed by the Lessee and shall not be used for any purpose other than ingress or egress to and from the premises by Lessee. Lessee also shall not use or store or permit to be used or stored in or on any part of the Leased premises any substances or thing prohibited by law, ordinance, or standard policies of fire insurance companies operating in the State of Florida, without the permission of the Operator. Illuminating oils, 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 flameproofing 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 the Byron Carlyle Theater which involves the consumption of alcoholic beverages must close the event no later than 5:OOA.M. on each event day. Compliance with this ordinance is mandatory. 8. Assignment and Subletting: Lessee shall not assign, transfer, sublet or subject this agreement or its right, title or interest therein without Operator's prior written approval. 9. Powers to Vacate Premises: Operator shall retain the right to cause interruption of any performance in the interest of public safety, and to likewise cause the termination of such performance when in the judgment of the Operator such action is necessary in the interest of public safety. Should it become necessary in the judgment of the Operator to evacuate the premises because of a bomb threat or for other reasons of public safety, the Lessee 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 Lessee. If it is not possible to complete presentation of the activity, rental shall be forfeited, prorated, or adjusted at the discretion of the Operator based upon the situation, and the Lessee hereby waives any claim for damages or compensation from the Operator. Operator reserves the rights to make such announcements as are deemed necessary at any time in the interest of public safety. Lessee agrees that it will cooperate with the delivery of such announcements for public safety, including but not limited to, announcements to require patrons to leave their seats or to leave the premises. The Operator reserves the right to eject or cause to be ejected from the premises any person or persons causing a disturbance, and neither the Operator nor any of its officers, agents or employees shall be liable to the Lessee for any damages that may be sustained by the Lessee through the 5 exercise by the Operator of such right. 10. Liquidated Damages: If Lessee cancels any event, Lessee agrees to pay Operator the following amounts as liquidated damages and not as a penalty. The parties agree that such amounts constitute reasonable provision for liquidated damages: a) If Lessee cancels more than 60 days before the first scheduled day of event, one half of the rental charge shall be payable to Operator as liquidated damages. b) If Lessee cancels less than 60 days before the first scheduled day of the event or enters into any default as defined in Section 12 of this Agreement, the entire rental charge shall be payable to Operator as liquidated damages. c) If Lessee cancels less than 60 days before the first scheduled day of the event or enters into any default as defined in Section 12 of this Agreement, the entire rental charge shall be payable to Operator as liquidated damages. If Operator is able to rent any portion of the cancelled time a credit may be given to the canceled Lessee for recovered expenses. 11. Default and Operator's Remedies: Default shall be defined as the untimely performance of any and all clauses in this Lease or in the event guide which is incorporated by reference into this Lease. Operator may exercise any and all remedies enumerated or permitted by law. Operator may hold a landlord's lien on any and all personalty when Lessee is in default and Lessee expressly gives Operator permission to remove and store at Lessee's expense, any personalty abandoned on the demised premises. The Lessee shall pay upon demand all Operator's expenses and costs incurred in enforcing the Lessee's obligations under this lease including but not limited to: staff and leasing agents retained by Operator, legal costs, charges and /or expenses, including reasonable attorney's fees incurred by Operator in any pre - litigation negotiation, litigation and /or appeal in which the Lessee causes the Operator to become involved or concerned. Operator may resort to any one or more of such remedies or rights, and adoption of one or more such remedies or rights, shall not necessarily prevent the enforcement of other remedies or rights concurrently or thereafter. 12. Insurance: As additional consideration over and above the rental payments made by Lessee herein, Lessee shall, at its own expense, comply with all of the following insurance requirements of the Operator. It is agreed by the parties that the Lessee shall not occupy the premises until proof of the following insurance coverage has been furnished to the City and Operator. 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 insureds. b) Automobile liability insurance in the amount of One Million ($1,000,000.00) 6 Dollars per occurrence to provide coverage for any owned and non -owned vehicles used by the lessee on the Facility premises, including loading and unloading hazards. This must name the City of Miami Beach and GLOBAL SPECTRUM as additional insureds. c) Workers' compensation and employer's liability coverage as required by Florida Statute. d) It is understood and agreed that all coverages provided by the Lessee are primary to any insurance or self- insurance program the City has for this Facility and the Lessee and their insurance shall have no right of recovery or subrogation against the Operator. 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 lease 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 lease. 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 Operator, Operator 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: Lessee shall make available to Operator, upon request, all records and books related to this Agreement at such time and place as shall be designated by Operator for examination thereof for the purpose of an audit to be performed by an auditor designated by Operator. Lessee shall inform operator of all services retained by it to provide services in connection with Lessee's Lease of Operator's premises pursuant to this Agreement, that they must also agree to the aforesaid provision relating to audit upon request of Operator. 15. Sale of Concessions: Operator 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 Lessee shall not engage in or undertake the sale of any of the aforesaid articles or privileges, without the express written consent of Operator. Lessee agrees to pay to the Operator 15% of its gross sales on programs, novelties, souvenirs, etc. 7 16. Right of Entry: Any duly authorized agent or agents or employees of the Operator 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 Lessee's obligations hereunder. 17. Supply of Keys to Director: The Operator or his representative shall have available to him at all times, total and complete access to all portions of the leased premises. Lessee shall supply to the Operator, or his representative, a key or keys to any and all parts of the premises which Lessee desires to secure under lock, such keys and locks to be provided for and installed and removed at the sole expense of Lessee, 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 Lessee, the Director may order such removal, the cost of which shall be borne by Lessee. 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 Operator is acting for the accommodation and sole benefit of Lessee and that, as to such receipts and funds, the Operator shall be responsible only for gross neglect or bad faith. 19. Operator's Discretion: Any matter not expressly provided for herein shall be within the reasonable discretion of the Operator. 20. Miscellaneous: (a) All legal proceedings arising from this lease shall be in the courts situated in Dade County, Florida. (b) If any section, subsection, clause or provision of this Lease is held invalid, the remainder shall not be affected by such invalidity. (c) This Lease may only be altered, changed or amended, by an instrument in writing signed by both parties hereto. (d) No waiver of any covenant or condition of this Lease by either party shall be deemed to imply or constitute a further waiver of the same covenant or condition or any other covenant or condition of this Lease. (e) This Lease contains and embodies the entire agreement of the parties hereto and no representations, inducements or agreements oral or otherwise, between the parties not contained and embodied herein shall be of any force and effect. (f) In any conflict between the Lease and other written provisions the lease shall prevail. (g) CHECKLIST /QUESTIONNAIRE and INVOICE 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, 8 trademarks, etc. must be complied with by the Lessee and all exhibitors selling such items on the premises. Further, the Lessee 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 Lessee 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 lessee obtains all appropriate permits and licenses for off -site signage from the City of Miami Beach Building and /or Code Enforcement Department. (j) The Lessee 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 Lessee 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 Lessee shall provide at Lessee'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: If the Facility is damaged from any cause whatsoever or if any other casualty or unforeseeable cause beyond the control of Operator or Lessee, including, without limitation, acts of God, fires, floods, epidemics, quarantine restrictions, strikes, failure of public utilities, or unusually severe weather, prevents occupancy and use, or either, as granted in the Agreement, Operator is hereby released by Lessee and Lessee is hereby released by operator from any damage so caused thereby. LESSEE: ** U 6 Company N , 1. e 7 ( e/c9- 1 1 1) By: le; Date: Si ' -or _ . tt r Print Name / Title OPERATOR: GLOBAL SPECTRUM . • „ „ B Date: Ge eral Manager Robert Balsam ECEIVEz 0), 9