Loading...
HomeMy WebLinkAboutR-88-0410J"88-416 4/26/88 RESOLUTION NO. 14S-410 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI AND CELLAR DOOR CONCERTS, INC. FOR THE USE OF THE ORANGE BOWL STADIUM FOR A CONCERT FEATURING VAN HALEN ON JUNE 4, 1988. WHEREAS, the Department of Parks, Recreation and Public Facilities has approached Cellar Door Concerts, Inc. to bring the Van Halen concert to the Orange Bowl Stadium; and WHEREAS, an agreement with terms similar to the Genesis, Springsteen and Pink Floyd concerts has been negotiated with Cellar Door Concerts, Inc.; and WHEREAS, special events such as the Van Halen concert are vital to the revenue operations of the Orange Bowl Stadium; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement, in a form acceptable to the City Attorney, between the City of Miami and Cellar Door Concerts, Inc. for presenting the Van Halen concert at the Orange Bowl Stadium on June 4, 1988. PASSED AND ADOPTED this 12th day of May , 1988. XAVIER L. SUAUX, MAYOR ATTEST: PREPARED AND APPROVED BY: le4e.'� ';'/ 91�or ROBERT F. CLARK CHIEF DEPUTY CITY ATTORNEY �1 APPROVED/AS TO FORM AND CORRECTNESS: LU A. DqUGHERTY CITY ATTOXNEY RCL"'SE CITY COIvMSSI0IV MEETING Or MAY 12 1988 )N No. 819'4 EMARKS: i USE AGREEMENT CITY GF MIAMI, FLORIDA THIS AGREEMENT made and entered into this day of t,i98E, by and between the City of Miami, a Municipal Corporation of the State of Florida, hereinafter referred to as the "CITY" and Cellar door Concerts, ine., a Florida for corporation with its principal office located at 2190 S.r. lyth Street, Suite 312, Ft. Lauderdale, Fl 33316, telephone number (305) 940-0223 , hereinafter referred to as "USER". R E C I T A L: In consideration of the covenants and agreements hereinafter set forth, the CITY does hereby grant unto USER the privilege of entry upon or into the Municipal facility of the City of Miami known as the Orange Bowl Stadium ("the STADIUM") to be entered upon or into for the purpose of presenting a Concert featuring "VAN HALEN", for the period commencing at 12:00 noon on Friday, the 27th of May, 1988 and terminating not later than Noontime on Wednesday, the 8th of June 1988. The period May 27, 1988 through June 8, 1988, hereinafter shall be known as the "Use Period The CITY agrees not to schedule any other events including but not limited to groups or individuals touring the Premises (as hereinafter defined) during the License Period. The concert performance ("the Concert") will commence at approximately 1:00 p.m. on Saturday, June 4th, 1988. In the event that the Concert is rained out, USER shall have the option to reschedule said Concert on Sunday, June 5th, 1988, at no additional use fee change to USER. USER shall mean "licensee". PREMISES 1. The Stadium and field known as the "Orange Bowl Stadium" (the "Stadium"), including access tunnel, locker rooms, rest rooms, public address system, the scoreboard, ticket booths, 6th Level Press Box, a function area as 1 OF 18 99--4 1Q described f8eilltie8j OhLb secured room for tftetChAhdiSihq such space that may be used by USER for ati adtnihist-tative Lrikil@t,* and such other facilities of Elie STADIUM as auth6rited by the Director of Parks, Recreati0h and Public facilities, shall be heroin referred to as the "Premises": provided# that for purposes hereof, the Premises shall not include the Third Level, the Fourth Level and the Fifth Levels which are reserved for the CITY for Stadium operations. 2. USER shall be entitled, at no additional cost# to the use of at least two locker rooms with their customary shower facilities on a 24-hour basis throughout the License Period. USER HEREBY COVENANTS AND AGREES: 3. To pay the City of Miami for the use of said facility: Thirty Thousand Dollars ($30#000.00) plus 20% over $900,000.00 after.tax, gross use 'fee plus 6% ($1,800.00) State of Florida use tax for the 'concert on the 4th day of June, 1988. A Fifteen 'Thousand Dollar ($15,000.00) non-refundable deposit Is reqgired., and shall apply against the said use fee. The balance of the use flee plus the 6% State of Florida' use tax onthe total use fee will be ,paid at the close.of the event., This ,Fifteen Thousand Dollar*deposit must be received by the orange Bowl Special Events Officeno later.than May 18, 19880 4. To reimburse the CITY on an actual cost basis within 24 hours of the Concert for expenses, incurred by the CITY, for Police, Fire, field lights, cleanup#f ield. cover, plywood, wrist. bands, materials and event staffing services requested by USER. Payments which cannot be. determined until: a, later: time shall be paid within ten, (10) days` of the. date, an invoice is submitted to USER. 5. To pay the City of Miami the Cost of any. repair; rehabilitation of the field, subject to the limitations in Section 28 below, 813-41LO 2 OF 18.1 66 That ail advaneed sums shall be forfeited if, through the fault of USER and within one week prior to the Concert, the Concert is Cancelled except as provided in Section 40 below. I. The CITY reserves the right to remove from Elie STADIUM all USER effects remaining in or on the grounds of the facility after the end of the License period and to charge a reasonable removal and storage fee to USER# or, if such effects prevent the further use of the STADIUM, to charge storage at the expense of the USER at a rate of Five Thousand Dollars ($5,000.00) for each day or part of a day that said effects remain in or on the grounds of the STADIUM after the end of the License Period. 8. To provide a diagram of the proposed event layout to the office of Fire Prevention, 275 Northwest 2nd Street, Miami, Florida and obtain fire/assembly permits required by Section No. 19-516 of the Code of the City of Miami, relative to fire safety, subject to Section 19(a) below. Fire Department manpower requirements shall be determined by the Fire Department. 9. That any matters not herein expressly provided for shall be at the discretion of the City Manager or his designated representative, the Director of Parks, Recreation and Public Facilities. 10. (a) USER shall indemnify and save harmless forever the CITY, and all the CITY's officers, agents and employees, including all police officers and staffing as specified in Sections 16 and 26 of this Agreement, from all charges or claims resulting in. any personal injury, loss of life, or damage to property, from any act, omission or neglect, performed in his assigned duties, by himself or his employees. USER shall further indemnify CITY as to all costs, reasonable attorney fees, expenses and 3OF18 liabilities incurred in the defense of any such claims and the investigation thereof pertaining to Claims On the PtOPOtt,Y Of the Orange DOW1- W The CITY assumes no responsibility whatsoever for any property placed on the Premises by USER and expressly is relieved of any and all liability for any loss, injury, theft, dnmage or destruction of goods, that may be sustained by reason of the Premises pursuant to this Agreement. 11, USER shall not discriminate as to race, sex, color, creed, handicap or national origin in connection with any operation tinder this Agreement. 126 To construct the stage off the orange Bowl football playing field and east of the east end zone. The state shall not be set on any portion of the playing field. 13. To provide the CITY with the option to purchase at the full Ticket Price (as defined in Section 32 below) a number of seats equal to 3% of the manifested capacity of Stadium. 14. To provide the City with 150 complementary tickets from Section 103. THE CITY HEREBY COVENANTS AND AGREES: 15. That the Premises will be operated and maintained in good clean working order and operating condition by the CITY during the License Period, including by way of illustration and not limitation: all turnstiles, painting, utilities, elevators, beating and air conditioning equipment, lights, machinery, pipes, plumbing, wiring, electric fittings and outlets. 16. At the request of USER, the CITY will provide a list of facility services, building staff and other personnel required to stage the Concert; and the estimated aggregate cost thereof. 4 OF 18 17. On the Cbneert bete, the CITY will provide, at no coet to USER, a function area on the Pr@misea for pre -Concert and post-Coneert buffets, All expenses with reapeet to the foods and beverages served at said buffets shall be paid by USSR. 18. The CITY will provide unimpeded acceas at least 14 feet high and 20 feet wide, at no cost to USSR, to the Stadium's field, for all equipment brought by U88R and or their act or acts. 19. In addition, the CITY shall comply with the following requirements: (a) The CITY shall use its best effort, at no cost to USER, to assist USER in obtaining all necessary clearances, licenses and permits for any and all building, construction, electrical, sanitary, business, sales, occupational and other permits or licenses required for staging the Concert. The cost of any such permits shall be borne by USER. (b) USER shall provide to CITY an engineered blueprint of the stage and roof structure that will be used for the event. This is necessary to obtain the required building permit. (c) USER shall have the right, at no additional cost subject to existing contractual obligations and to the prior consent of the CITY, to hang banners and otherwise accord credit to any tour sponsor, equipment supplier or other entity involved with the tour. (d) Control of the internal security services inside the STADIUM shall remain the responsibility of USER or their designated agent, who shall consult with the Director of Parks, Recreation and Public Facilities. USER shall pay for said internal security services. (e) CITY represents that USER may provide, at UsSR's own cost, catering services for all tour pernonhtl and production staff. (f) USSR shall ensure compliance with all necessary union requirements (if applicable) in connection with the personnel and services engaged tot presentation of this concert. The CITY shall use its best effort to inform USSR of the terms of any trade union agreement, written or oral, affecting all relevant personnel or services used in connection with the Concert, and shall assist USER in complying with such agreements. (g) All entry to the Premises, including any press boxes, and other viewing areas, on the Concert bate shall be by ticket only, purchased at the Full Ticket Price (as defined in Section 33 hereinbelow), except for employees of USER and CITY actually working at the Concert who have received passes issued by USER and except as otherwise provided by this Agreement. (h) Access to the backstage areas throughout the License Period shall be under the control of USER, to be exercised in a reasonable manner. The CITY shall ensure that no operations of the STADIUM within its control will interfere with the successful production and presentation of the Concert. The CITY will inform, in writing, the relevant vendors and concessionaires of this limitation on their access to such areas. (i) Control over the number and location of house photographers and general press photographers throughout the License period shall remain with USER. 6 OF 18 l39 -41a USER bliall be permitted to Ube such trueka and forklifEN on the STAMM'# f1@1do as authorised by the Director of Parka# fteerehLioh and Public V&cjljtjes# for the successful production and presentation of the Concert, in accordance with guidelines established in Consultation with the Director of Parka, Recreation and Public Facilities, including, but not limited to, procedures to minimize damage to the field- (k) The CITY will provide two house radios (it available) at no cost to USER for use by USER's produ . ction and security staff during the License Period. USER shall assume costs for said radios if they are damaged or not returned immediately after event. (1) The CITY will provide adequate access to the field seating areas for patrons at no additional cost to USER. (m) The CITY will provide USER with up to 70 police barricades for use during the License Period, if required. 20* The CITY shall provide USER, at no additional charge, for USER's use, the existing electric power services at the Orange Howl during the License Period. 21. The CITY will use its beat efforts to prohibit resale, counterfeiting and "scalping" of tickets for the Concert on the Premises. The tickets that the CITY is entitled to purchase pursuant to Section' 13 above shall be purchased at the Full Ticket Price, may not be resold at a price in excess of the Full Ticket Price, and may not be used in any promotional program or sold or given to any ticket brokers or agents without the prior written permission of USER. 7 OF 18 22, The CITY will use its best effotts to ensure that no eam@ras or recording devices or cans; bottles, glass► banners# fireworks, weapons or other objects that may be used as missiles# are allowed in the Premises. 23, The CITY will have an authorized representative with ti decision making authority from the Department of Parks, Recreation and Public Facilities available at all. times throughout the license Period for consultation with USER. 24, USER shall provide a seating plan prior to the License Period* for approval by the Director of Parks, Recreation and public Facilities and the requisite public safety officials, whose approval shall not be unreasonably withheld. 25. The CITY will permit USER and its authorized vendors to erect novelty sales tables on the concourse, outside the Stadium near the entry gates and on the field subject to approval by the Fire Marshal and the Director of Parks, Recreation and Public Facilities Department. THE PARTIES HEREBY MUTUALLY COVENANT AND AGREE: 26. The USER will provide all City of Miami police required to secure the outside of the stadium, before, "during, and after the event and all City of Miami Police for Traffic Control before and after the event. 27. That the following additional provisions shall be adhered Lot subject to Section 19(a) above: (a) USER shall obtain and maintain in force for the length of this Agreement, general liability insurance on a Comprehensive General Liability form or an equivalent policy form with at least a Combined Single Limit of $1,000,000 per occurrence for bodily injury and property damage liability. In addition to premises and operations coverage, the policy or policies utilized shall be extended to include products and completed operations coverage, personal injury liability coverage and a 0 OF is 8�=41Q contractual liability coverage sufficient to cover the liabilities assumed in this Agreement. The City of Miami is to be named as "Additional Insured" on all policies, as supplied by UW04 insurance certificate. The Department of_Parkai_Recreation and Public Facilities, 1390 N.W. 7 Street, Miami, riorida 33125. (305) 579-6900, re uq fires a certifies] copy _of said olicy as soon as possible. Any questions regarding insurance should be directed to Nancy Hahn, Insurance Manager, City of Miami General Services Administration, 1390 N.W. 20 Street, Miami, FL 33142 (305) 579-6740. The intent of this Section 27(a) is that USER provide primary insurance protection to the CITY in the event of any loss arising out of perils or hazards covered by the required policy or policies. (b) The CITY shall furnish, at no cost to USER, its normal and customary event parking spaces for the public, limited by the fulfillment of CITY's obligations pursuant to subparagraph (e) of this section, and adequate personnel to man such parking facilities, at locations convenient to the Premises. (c) The CITY shall provide, immediately adjacent to the STADIUM, 37,000 square feet of the E-1 Parking Lot, at no additional cost to USER. If USER decides to utilize said portion of the E-1 Parking Lot, USER will be responsible for security of same. (d) The CITY warrants and represents that it shall arrange for and implement its customary parking and traffic plan for events of this size and nature and will be solely responsible for the costs of such arrangement and implementation. 9 OF 18 88-410 f `. e%l (e) The MY agrees that charged to the public for parking on its property shall not exceed the usual and customary charges for such parking. As between the CITY and USER, the CITY shall be entitled to lbo% of all dross receipts from parking charges. (f) USER will provide and install all staging and props, including special lighting, etc., at its own expense. (g) USER agrees to provide, at its own expense, portable toilet facilities in a number to be reasonably determined by Director of Parks, Recreation and Public Facilities for use prior to, during and after event. (h) USER agrees to include 'in all advertising for the Concert in the facility that bottles, cans, glass, weapons, banners, fireworks, cameras and recording devices may not be brought into the facility.' (i) Ticket sellers, takers and ushers are the responsi- bility of USER. (j) USER agrees to begin to tear. down its equipment immediately after the Concert has ended. (k) A maximum attendance of 80,000 (including field and stadium seats) will be permitted. Ten thousand general admission field tickets may be used and no more than ten thousand persons shall be permitted on field. USER shall supply ample security to. maintain this limit. (l) Gates shall be opened three (3) hours prior to show time. All advertising shall indicate gate opening time. The Director of Parks, Recreation and Public Facilities reserves the right to open gates or adjust gate opening time as he deems appropriate based on crowd control and conditions, after consultation with the USER. 10 OF 18 'e*s K' ' (M) 'she CfTY liail all e6he@88ioh right@ for food and b@veragea and has contracted for the operation of the concessions for the sale of all food "'ind beverages sold at the Pr@mio@a,. Prices shall not be in excess of those customarily charged at the Premises. The CITY will use its best efforts to prohibit food or beverage hawkers on the field after SOO p.m, No alcoholic or malt beverages of any kind shall be sold in the Premises, except in the private suite or club areas. (n) The CITY will grant to the USER the merchandising rights to sell programs, novelties and other items limited to T-Shirts, buttons, hats, other apparel, records, tapes, photographs referring to VAN HALEN. USER agrees to pay to the CITY $1.00 per ticket sold plus 5% State of Florida use tax based on fee paid to CITY. (o) The CITY will use its best efforts to prohibit the unauthorized sale or distribution on the Premises of novelties or other items not licensed by VAN HALEN. (p) USER agrees that it has no food or beverage concession rights during the duration of this Agreement. (q) USER will provide to the CITY a copy of the blanket DMI and/or or ASCAP license which it has obtained in connection with the VAN HALEN Tour. USER represents and warrants that all BMI and ASCAP fees for the Concert will be paid by USER and further agrees to indemnify and bold the CITY harmless from any and all claims, losses, or expenses incurred with regard thereto. 28* USER agrees to leave $50,000 on deposit with the City for a period of 24 hours after the conclusion of the concert an a playing surface. deposit against damages to the Within the 24 hour period immediately 11 OF 18 following the coneert, USER and the bireetot of Park## Recreation and public pacilitieso or his designee, will inapect the playing surface for said damage► If damage is found, the City will retain the above mentioned deposit until all field repairs are completed. USER agrees that they shall be liable for damage to the playing surface, such liability not to exceed $50,000, 29, USER agrees to install and remove at its expense a geotextile field covering and plywood, which the CITY shall rent to USER, sufficient in size to cover the entire grass surface area of the playing field. The field covering will be put in place prior to the Concert date and will be immediately removed at the end of the Concert date. The installation of said covering shall be coordinated with the Director of Parks, Recreation and Public Facilities. 30. USER agrees to furnish, install and remove, at their expense, the geotextile- covering the football playing field. 31. USER shall supply and distribute wrist bands to all field ticket holders. If CITY supplies said wrist bands, USER will be responsible for this cost. 32. Setup and installation as provided in Sections 29 and 30 above shall not exceed 80 hours prior to Concert. Removal as provided in Sections 29 and 30 shall not exceed 19 hours after the end of the Concert. 33. Ticket prices to the Concert will not exceed $25.00 (which is inclusive of all applicable taxes) plus any applicable service charge (which charge shall not exceed $1.75 per ticket). The aggregate sum which shall not exceed $21.75 shall be defined as the Ful Ticket Price. All ticket prices will be for specified seats and tbere will be no general admission tickets sold. 12 OF 18 34. The MY shall have no interest or right with respect to Any ancillary rights or assets Arising out of the ft"COtt, including# Without limitation, Any M10ti6h picture, radio or television broadcasting rights, any merchandising rights or any corporate sponsorship. During the UCOhOO period, the CITY shall permit USER to enter the Premises And conduct any ancillary rights activities at no cost,, including without limitations any filming, taping, recording or similar activities performed by USER in connection with the Concert. if the Concert is to be recorded by any visual medium, the words "orange Bowl Stadium" must be displayed and mutually agreed upon by USER, the group VAN HALEN and the CITY. Approval from CITY must be obtained prior to November 1, 1987. The CITY will cooperate with USER in connection with any such activity, provided, any cost or expenses of CITY in connection therewith shall be borne by USER. 35. (a) Subject to guidelines mutually established in advance of the concert dateg, USER shall have the right at all times to control that portion of the Premises used for the production and presentation of the Concert, including without limitation, all internal security matters and personnel; to enforce all necessary and proper rules for the management and operation of the Premises during the License Period: and for its authorized representatives -to enter all portions of the Premises used for the production and presentation of the Concert at anytime and on any occasion during the License Period. (b) Final decision -making power as to any matter relating to the production and presentation of the Concert shall be with USER. 13 OF 18 1- 88-410 (c) Notwithstanding anything In this Agrement to tha contrary, nothing herein shall interfere with CITY's right to take any necessary action to protect public safety. 36, No video or sound feed shall be provided to any pro§a box or luxury suite or box or any other area of the Promises without the express prior permission of USER. 39. The CITY hereby grants, at no cost to USER, full access and control to USER to Box office Number Eight and all drop boxes (used to deposit torn tickets) at the Premises on the Concert Date. 38. USER may, subject to any governmental regulations or direction of a public officer or to the reasonable discretion of the Director of Parks, Recreation and Public Facilities, direct the opening and closing of entrances and exits during the License Period. All materials and equipment shall be brought into or removed from Premises only at entrances and exits designated by CITY. Notwithstanding anything herein to the contrary, this Agreement shall not limit the CITY or STADIUM officials or CITY STADIUM tenants in the use of their offices nor interfere with the normal operation of the. STADIUM, provided that such operations do not interfere with the successful production and presentation of the Concert. 39. Each party represents to the other that it has the power to enter into this Agreement and to grant and accept the license herein granted and accepted, as the case may be, and that the consent of no other person or entity (governmental or otherwise) is required. in connection therewith, except as otherwise provided in this Agreement and that this Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with the terms hereof. 14 OF 18 I t4 W1 'f - t '? - =, t=- 4 t t.i' jam\ P. , o 2 40, (a) It, through no fault of the CITYt Oto Promises t+e any part thereof shall be dAmatgedt dehtiroy6d or rendered unusable by fire or otiier cats+taity t%w unforeseen occorrehe" to the ext,oht that It i e unsafe or Impbssitlic to hold flit Concert on file promisen, or it theirs exista a public ic. t-morgeney rOhdt3tin9 ptrformattce ui this Acircer.tnotit t,y the., CfTV or USER Impossible, inclu-!Jng, wit toot. li4mt t:htibn the reguinitioninrj of the t'remineFs by the united States# the State of Florida, or nhy other authority, thin Agreemeat uh.Alt terminate with respect to any ecuch Concert ay may he Lb-caby affected, without any liability or either l)nrt;y to the other except as pruvlded it thhis Rect.inn 390 in any such event., USER ahall not be 1inbla for f1i any use fee M) any expe!naes referred s.n Whic-h have not been irrevocably incur►i!d with respect. to any such Concert which is not so performed. In the event the Concert is a:ancalled for z.. y reason, including but not limited to Lite reasons not forth in Section 39(a) hereinabove, USER shall be liable to the CITY for acOjal costa incurred pursuant to Section 4 hareinahove which have been irrevocably incurred in connection with hosting the Concert but shall not be liable to the CITY for any lost protita or consequential damages of the CTTY. 41. The CITY, , through the Director of Parka, Reurpation and Public Facilities,* at its aole option and dieoretion, shalt be entitled to demand full payment for any unheiel tine fee and/or expenses incurred by USER aL the close of the event. USER grants to the CITY the first right of claim to be paid from all monies that are on hand nxich nq "on premises gate recrApta" or all, monieb held by U.SER's ticket gales agency for any unpaid use tee, expot)ses, is OP is SS-41LO 0*N1 0011*N I : Additional aervitabe actoffimodationg, materials furniabed# cost of repair, rehabilitation, damage correction, and/or replacement or restoration of premises as a consequence of the presentation of the event. The birector of Parks, Recreation and Public Pacilities shall be entitled to collect all such funds duo, the CITY and the cvrY shall be paid prior to vayinetIL of any other bills or sums of money owed by the USER. USER agrees that any agreement entered into by the USER with a ticket sales agency or agencies will include the agency's recognition that the CITY has first right of claim, and the CITY is to be paid from any and all monies held by the said ticket agency. "on premises gate receipts" shall be defined as all sums of money collected by the USER or his agent in connection with the "VAN HALEN" concert. 42, The CITY will allow a credit of up to 20% of the use fee described in Section 3 to apply to any cost of services rendered by the CITY. . Said amount of rent credited shall be determined by the Director of Parks, Recreation and Public Facilities. 43. This Agreement shall not be deemed or construed to create any agency relationship or joint venture between the CITY and USER. 44. Unless otherwise provided herein to the contrary, all notices required under this Agreement shall be deemed to be given when hand -delivered (with receipt therefor) or mailed by Registered or Certified Mail, and addressed: AS TO USER: AS TO THE CITY: Cellar Door Concerts, Inc. Walter E. Golby, Director 2190 S.E. 17th Street Parks, Recreation and Suite 312 Public Facilities Ft. Lauderdale; FL 33316 1390 N.W. 7 street Miami, FL 33125 45. This Agreement may not be transferred or assigned by USER without the express written consent of the CITY. 16 OF 16 0 1 88-410 46, This hgreement constitutes the sole and entire Agreement between the patties hereto; no altetation# amendments or modifications shall be valid unless executed by an instrument in writing signed by both parties. 476 If it becomes necessary for the CITY to institute proceedings to collect any monies due it by USER, USER agrees to pny any and all reasonable attorney's fees and costs expended in the collection thereof. 486 This agreement will be construed according to the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate officials executed this Agreement the day and year first above written. Attest: Matty Hirai City Clerk Attest: Corporate Secretary APPROVED AS TO INSURANCE: INSU CE MANAGER GENERAL SERVICES ADMINISTRATION APPROVED AS PER DEPARTMENTAL REQUIREVENTSs 11> PARKS, RECREATION AND PUBLIC FACILITIES DEPARTMENT CITY OF MIAMI, a Municipal Corporation of the State of Florida BY Cesar H. Od o City Manager USER: Cellar Door Concerts,Inc. a Florida for profit corporation BY Signature Title Federal IN (SEAL) APPROVED AS TO FORM AND CORRECTNESS: LUCIA A. DOUGHERTY CITY ATTORNEY 17 OF 18 f 88-410 APPI'-_ AV' !CbRPOMTH _ RESOLtMON El WHEREAS, the Hoard of Directors of CELLAR DOOR CONCERTS, INC,, has examined terms# conditions and obligations of the proposed Agreement with the City of Miami for use of the ORANGE BOWL STADIUM; WHEREAS, the Board of Directors of CELLAR DOOR CONCERTS, INC., has examined terms, conditions and obligations of the proposed contract with the City of Miami for use of the ORANGE BOWL STADIUM, and; WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of CELLAR DOOR CONCERTS, INC., that the President( ) or Vice- president( ) or Secretary( ) (please check one) is hereby authorized and instructed to enter into a contract in the name of and on behalf of this corporation with the City of Miami for the use of the ORANGE BOWL STADIUM; in acordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, this day of 198 CHAIRMAN, Board of Directors Attests Corporate Secretary Signature Print or Type Name By Signature EXHIBIT 1 18 OF 18 Print or Type Name (SEAL) OItY O1r IVIIAMI, I=LORIDA INTtR-OFFICE MEMORANDUM To. Honorable Mayor and Members of the City Commission FROM. Cesar H. Odio City Manager RECOMMENDATION: DATE: w y 4 1, 88 FILE. SUBJECT. Resolution Approving Van Halen concert Agreement REFERENCES: ENCLOSURES: It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute a stadium use agreement with Cellar Door Concerts, Inc., for the Van Halen concert to be held June 4, 1988, at the Orange Bowl Stadium. BACKGROUND: Over the past several months the Department of Parks, Recreation and Public Facilities has been negotiating with Cellar Door Concerts, Inc., to bring Van Halen to Miami for a concert in the Orange Bowl. Cellar Door has agreed tc a •J»ne A 1988 e—ncert, subject to their receiving the same terms they had as promoter of the Madonna, Genesis, Springsteen and Pink Floyd concerts. The Department of Parks, Recreation and Public Facilities drafted the attached agreement for this Van Halen concert, which stipulates a stadium use fee of $70,000. The promoter will be given a credit of up to 2/3rds of the Police security costs. The Department is projecting the following revenues for the concert: Stadium Rental $70,000 Less Security Costs Credit < 25,000 > Parking 91000 Concessions, Food & Beverage 55,000 Concessions, Novelties 40,000 9� 1Z1Z=* TU USE AGREEMENT CITY OF MIAMI, FLORIDA THIS AGREEMENT made and entered into this day of 1988, by and between the City of Miami, a Municipal Corporation of the State of Florida, hereinafter referred to as the "CITY" and Cellar Door Concerts, Inc:, a Florida for corporation with its principal office located at 2190 S.E. 17th Street, Suite 312, Ft. Lauderdale, F1 33316, telephone number (305) 940-0223 r hereinafter referred to as "USER". R E C I T A L: In consideration of the covenants and agreements hereinafter set forth, the CITY does hereby grant unto USER the privilege.of entry upon or into the Municipal facility of the City of Miami known as the Orange Bowl Stadium ("the STADIUM") to be entered upon or into for the purpose of presenting a Concert featuring "VAN HALEN", for the period commencing at 12:00 noon on Friday, the 27th of May, 1988 and terminating not later than Noontime on Wednesday, the 8th of June 1988. The period May 27, 1988 through June 8, 1988, hereinafter shall be known as the "Use Period". The CITY agrees not to schedule any other events including but not limited to groups or individuals touring the Premises (as hereinafter defined) during the License Period. The concert performance ("the Concert") will commence at approximately 1:00 p.m. on Saturday, June 4th, 1988. In the event that the Concert is rained out, USER shall have the option to reschedule said Concert on Sunday, June 5th, 1988, at no additional use fee change to USER. USER shall mean "licensee". PREMISES 1. The Stadium and field known as the "Orange Bowl Stadium" (the "Stadium"), including access tunnel, locker rooms, rest rooms, public address system, the scoreboard, ticket booths, 6th Level Press Box, a function area as 1 OF 18 described in Section 17 below# adjacent parking facilities# one secured room for merchandising such space that may be used by USER for an administrative trailer, and such other facilities of the STADIUM as authorized by the Director of parks, Recreation and Public Facilities, shall be herein referred to as the "Premises"t provided, that for purposes hereof, the Premises shall not include the Third Level, the Fourth Level and the Fifth Levels which are reserved for the CITY for Stadium operations. 2. USER shall be entitled, at no 'additional cost, to the use of at least two locker rooms with their customary shower facilities on a 24-hour basis throughout the License Period. • USER HEREBY COVENANTS AND AGREES: 3. To pay the City of Miami for the use of said facility: CPVPnf.v Thousand Dollars ($70,000.00) maximum use fee plus 6% ($3,500.00) State of Florida use tax for the concert on the 4th day of June, 1988. A Fifteen Thousand Dollars ($15,000.00) non-refundable deposit is required and shall apply against the said use fee. The balance of the use fee plus the 6% State of Florida use tax on the total use fee will be paid at the close of the event. 4. To reimburse the CITY on an actual cost basis within 24 hours of the Concert for expenses incurred by the CITY for Police, Fire, field lights, cleanup, field cover, plywood, wrist bands, materials and event staffing services requested by USER. Payments which cannot be determined until a later time shall be paid within ten (10) days of the date an invoice is submitted to USER. 5. To pay the City of Miami the cost of any repair, rehabilitation of the field, subject to the limitations in Section 28 below. { 2 OF 18 Oi That all advanced sums shall be forfeited if, through the fault of USSR and within one week prior to the Concert, the Concert is cancelled except as provided in Section 40 below. 7. The CITY reserves the right to remove from the STADIUM all USER effects remaining in or on the grounds of the facility after the end of the License Period and to charge a reasonable removal and storage fee to USER, or, if such effects prevent the further use of the STADIUM# to charge storage at the expense of the USER at a rate of Five Thousand Dollars ($5,000.00) for each day or part of a day that said effects remain in or on the grounds of the STADIUM after the end of the License Period. S. To provide a diagram of the proposed event layout to the Office of Fire Prevention, 275 Northwest 2nd Street, Miami, Florida and obtain fire/assembly permits required by Section No. 19-516 of the Code of the City of Miami, relative to fire safety, subject to Section 19(a) below. Fire Department manpower requirements shall be determined by the Fire Department. 9. That any matters not herein expressly provided for shall be at the discretion of the City Manager or his designated representative, the Director of Parks, Recreation and Public Facilities. 10. (a) USER shall indemnify and save harmless forever the CITY, and all the CITY's officers, agents and employees, including all police officers and staffing as specified in Sections 16 and 26 of this Agreement, from all charges or claims resulting in any personal injury, loss of life, or damage to property, from any act, omission or neglect, performed in his assigned duties, by himself or his employees. USER shall further indemnify CITY as to a11•costs, reasonable attorney fees, expenses and 3 OF 18 88-410 H i liabilities incurred in the defense of any such claims and the investigation thereof pertaining to claims on the property of the Orange Sow!. N The CITY assumes no responsibility whatsoever for any property placed on the Premises by USER and expressly is relieved of any and all liability for any loss, injury, theft, damage or destruction of goods, that may be sustained by reason of the Premises pursuant to this Agreement. 11. USER shall not discriminate as to race, sex, color, creed, handicap or national origin in connection with any operation under this Agreement. 12. To construct the stage off the Orange Bowl football playing field and east of the east end zone. The state shall not be set on any portion of the playing field. 13. To provide the CITY with the option to purchase at the full Ticket Price (as defined in Section 32 below) a number of seats equal to 3% of the manifested capacity of Stadium. 140 To provide the City with 150 complementary tickets from Section 103. THE CITY HEREBY COVENANTS AND AGREES: 15. That the Premises will be operated and maintained in good clean working order and operating condition by the CITY during the License Period, including by way of illustration and not limitation: all turnstiles, painting, utilities, elevators, heating and air conditioning equipment, lights, machinery, pipes, plumbing, wiring, electric fittings and outlets. 16. At the request of USER, the CITY will provide a list of facility services, building staff and other personnel required to stage the Concert, and the estimated aggregate cost thereof. 4 OF 18 176 On the Concert date, the CITY will provide, at no coat to USER, a function area on the premises for pre -Concert and post -Concert buffets, All 0Xpenses with respect to the foods and beverages served at said buffets shall be paid by USER. 18. The CITY will provide unimpeded access at least 14 feet high and 20 feet wide, at no cost to U5ER, to the Stadium's field, for all equipment brought by USER and or their act or acts. 19. In addition, the CITY shall comply with the following requirements: (a) The CITY shall use its best effort, at no cost to USER, to assist USER in obtaining all necessary clearances, licenses and permits for any and all building, ' construction, electrical, sanitary, business, sales, occupational and other permits or licenses required for staging the Concert. The cost of any such permits shall be borne by USER. (b) USER shall provide to CITY an engineered blueprint of the stage and roof structure that will be used for the event. This is necessary to obtain the required building permit. (c) USER shall have the right, at no additional cost subject to existing contractual obligations and to the prior consent of the CITY, to hang banners and otherwise accord credit to any tour sponsor, equipment supplier or other entity involved with the tour. (d) Control of the internal security services inside the STADIUM shall remain the responsibility of USER or their designated agent, who shall consult with the Director of Parks, Recreation and Public Facilities. USER shall pay for said internal security services. ros rN W CITY represents that USER may provides at USER's t own cost, catering services for all tour personnel and production staff. I (f) USER shall ensure compliance with all necessary union requirements (if applicable) in connection with the personnel and services engaged for presentation of this concert. The CITY shall use its best effort to inform USER of the terms of any trade union agreement, written or oral, affecting all relevant personnel or services used in connection with the Concert, and shall assist USER in complying with such agreements. (g) All entry to the Premises, including any press • boxes, and other viewing areas, on the Concert Date shall be by ticket only, purchased at the Full Ticket Price (as defined in Section 33 hereinbelow), except for employees of USER and CITY actually working at the Concert who have received passes issued by USER and except as otherwise provided by this Agreement. (h) Access to the backstage areas throughout the License Period shall be under the control of USER, to be exercised in a reasonable manner. The CITY shall ensure that no operations of the STADIUM within its control will interfere with the successful production and presentation of the Concert. The CITY will inform, in writing, the relevant vendors and concessionaires of this limitation on their access to such areas. (i) Control over the number and location of house photographers and general press photographers throughout the License period shall remain with USER. , 6 OF 18 88-410 USER shall be permitted to use such trucks and forklifts on the 8TADiUM's field, as authorized by the Director of Parks, Recreation and public Facilities, for the successful production and presentation of the Concert, in accordance with guidelines established in consultation with the Director of Parks, Recreation and public Facilities, including, but not limited to, procedures to minimize damage to the field. (k) The CITY will provide two house radios (if available) at no cost to USER for use by USER's production and security staff during the License Period. USER shall assume costs for said radios if they are damaged or not returned immediately after event. (1) The CITY will provide adequate access to the field seating areas for patrons at no additional cost to USER. (m) The CITY will provide USER with up to 70 police barricades for use during the License Period, if required. 20. The CITY shall provide USER, at no additional charge, for USER's use, the existing electric power services at the Orange Bowl during the License Period.. 21. The CITY will use its best efforts to prohibit resale, counterfeiting and "scalping" of tickets for the Concert on the Premises. The tickets that the CITY is entitled to purchase pursuant to Section 13 above shall be purchased at the Full Ticket Price, may not be resold at a price in excess of the Full Ticket Price, and may not be used in any promotional program or sold or given to any ticket brokers or agents without the prior written permission of USER. 7 OF 18 88-4iO 22. The CITY will use its best efforts to ensure that no cameras or recording devices or cans, bottles, glass, banners, fireworks, weapons or other objects that may be used as missiles, are allowed in the Premises. 23. The CITY will have an authorized representative with decision making authority from the Department of Parks, Recreation and Public Facilities available at all times throughout the License Period for consultation with USER. 24. USER shall provide a seating plan prior to the License Period, for approval by the Director of Parks, Recreation and Public Facilities and the requisite public safety officials, whose approval shall not be unreasonably withheld. 25. The CITY will permit USER and its authorized vendors to erect novelty sales tables on the concourse, outside the Stadium near the entry gates and on the field subject to approval by the Fire Marshal and the Director of Parks, Recreation and Public Facilities Department. THE PARTIES HEREBY MUTUALLY COVENANT AND AGREE: 26. The USER will provide all City of Miami police required to secure the outside of the stadium, before, during, and after the event and all City of Miami Police for Traffic Control before and after the event. 27. That the following additional provisions shall be adhered to, subject to Section 19(a) above: (a) USER shall obtain and maintain in force for the length of this Agreement, general liability insurance on a Comprehensive General Liability form or an equivalent policy form with at least a Combined Single Limit of $1,000,000 per occurrence for bodily injury and property damage liability. In addition to premises and operations coverage, the policy or policies utilized shall be extended to include products and completed operations coverage, personal injury liability coverage and 8 OF 18 88-410 Lontra teal liability coverage sufficient to cover the liabilities assumed in this Agreement, The City of Miami is to be named as "Additional Insured" on all policies, as supplied by USER's insurance certificate. The Department of marks, Recreation and Public Facilities, 1390 N.W. 7 Street, Miami, Florida 33125. (305) 579-6900, requires a certified copy of said policy as soon as possible. Any questions regarding insurance should be directed to Nancy Bann, Insurance Manager, City of Miami General Services Administration, 1390 N.W. 20 Street, Miami, FL 33142 (305) 579-6740. The intent of this Section 27(a) is that USER provide primary insurance protection to the CITY in the event of any loss arising out of perils or hazards covered by the required policy or policies. (b) The CITY shall furnish, at no cost to USER, its normal and .customary event parking spaces for the public, limited by the fulfillment of CITY's obligations pursuant to subparagraph (e) of this section, and adequate personnel to man such parking facilities, at locations convenient to the Premises. (c) The CITY shall provide, immediately adjacent to the STADIUM, 37,000 square feet of the E-1 Parking Lot, at no additional cost to USER. If USER decides to utilize said portion of the E-1 Parking Lot, USER will be responsible for security of same. (d) The CITY warrants and represents that it shall arrange for and implement its customary parking and traffic plan for events of this size and nature and will be solely responsible for the costs of such arrangement and implementation. 9 OF 18 (e) The CITY agrees that charges to the public for parking on its property shall not exceed the usual and customary charges for ouch parking. As between the CITY and USER, the CITY shall be entitled to 100% of all gross receipts from parking charges. (f) USER will provide and install all staging and props, including special lighting, etc., at its own expense. (g) USER agrees to provide, at its own expense, portable• toilet facilities in a number to be reasonably determined by Director of Parks, Recreation and Public Facilities for use prior to, during and after event. (h) USER agrees to include in all advertising for the Concert in the facility that bottles, cans, glass, weapons, banners, fireworks, cameras and recording devices may not be brought into the facility. (i) Ticket sellers, takers and ushers are the responsi- bility of USER. (j) USER agrees to begin to tear down its equipment immediately after the Concert has ended. (k) A maximum attendance of 80,000 (including field and stadium seats) will be permitted. Ten thousand general admission field tickets may be used and no more than ten thousand persons shall be permitted on field. USER shall supply ample security to maintain this limit. (1) Gates shall be opened three (3) hours prior to show time. All advertising shall indicate gate opening time. The Director of Parks, Recreation and Public Facilities reserves the right to open gates or adjust gate opening time as he deems appropriate based on crowd control and conditions, after consultation with the USER. l (m) The CITY has all concession rights for food and beverages and has contracted for the operation of the concessions for the sale of all food and beverages sold at the Premises. Prices shall not be in excess of those customarily charged at the Premises. The CITY will use its best efforts to prohibit food or beverage hawkers on the field after 8:00 p.m. No alcoholic or malt beverages of any kind shall be sold in the Premises, except in the private suite or club areas. (n) The CITY will grant to the USER the merchandising rights to sell programs, novelties and other items limited to T-Shirts, buttons, hats, other apparel, records, tapes, photographs referring to VAN HALEN. USER agrees to pay to the CITY $1.00 per ticket sold plus 5% State. of Florida use tax based on fee paid to CITY. (o) The CITY will use its best efforts to prohibit the unauthorized sale or distribution on the Premises of novelties or other items not licensed by VAN HALEN. (p) USER agrees that it has no food or beverage concession rights during the duration of this Agreement. (q) USER will provide to the CITY a copy of the blanket BMI and/or or ASCAP license which it has obtained in connection with the VAN HALEN Tour. USER represents and warrants that all BMI and ASCAP fees for the Concert will be paid by USER and further agrees to indemnify and hold the CITY harmless from any and all claims, losses, or expenses incurred with regard thereto. 28. USER agrees to leave $50,000 on deposit with the City for a period of 24 hours after the conclusion of the concert as a deposit against damages to the playing surface. Within the 24 hour period immediately 11 OF 18 following the concert, USER and the Director of parks, Recreation and public facilities# or his designee, will inspect the playing surface for said damage. If damage is found# the City will retain the above mentioned deposit until all field repairs are completed. USER agrees that they shall be liable for damage to the playing surface, such liability not to exceed $50,000. 29. USER agrees to install and remove at its expense a geotextile field covering and plywood, which the CITY shall rent to USER, sufficient in size to cover the entire grass surface area of the playing field. The field covering will be put in place prior to the Concert date and will be immediately removed at the end of the Concert date. The installation of said covering shall be coordinated with the Director of Parks, Recreation and Public Facilities. 30. USER agrees to.fnrnisb,_install and remove, at their expense, the geotextile covering the football playing field. 31. USER shall supply and distribute wrist bands to all field ticket holders. If CITY supplies said wrist bands, USER will'be responsible for this cost. 32. Setup and installation as provided in Sections 29 and 30 above shall not exceed 80 hours prior to Concert. Removal as provided in Sections 29 and 30 shall not exceed 19 hours after the end of the Concert. 33. Ticket prices to the Concert will not exceed $25.00 (which is inclusive of all applicable taxes) plus any applicable service charge (which charge shall not exceed $1.75 per ticket). The aggregate sum which shall not exceed $21.75 shall be defined as the Ful Ticket Price. All ticket prices will be for specified seats and there will be no general admission tickets sold. 34. The CITY shall have no interest or right with respect to any ancillary rights or assets arising out of the Concert, including, without limitation, any motion picture, radio or television broadcasting rights, any merchandising rights or any corporate sponsorship. During the License Period, the CITY shall permit USER to enter the Premises and conduct any ancillary rights activities at no cost, including without limitation, any filming, taping, recording or similar activities performed by USER in connection with the Concert. If the Concert is to be recorded by any visual medium, the words "Orange Bowl Stadium" must be displayed and mutually agreed upon by USER, the group VAN HALEN and the CITY. Approval from CITY must be obtained prior to November 1, 1987. The CITY will cooperate with USER in connection with any such activity, provided, any cost or expenses of CITY in connection therewith shall be borne by USER. 35. (a) Subject to guidelines mutually established in advance of the concert date, USER shall have the right at all times to control that portion of the Premises used for the production and presentation of the Concert, including without limitation, all internal security matters and personnel; to enforce all necessary and proper rules for the management and operation of the Premises during the License Period; and for its authorized representatives -to enter all portions of the Premises used for the production and presentation of the Concert at anytime and on any occasion during the License Period. (b) Final decision -making power as to any matter relating to the production and presentation of the Concert shall be with USER. 13 OF 18 88-4�0 �y (c) Notwithatanding anything in this Agrement to the contrary, Nothing herein shall interfere with CITY's right to tako any necessary action to protect public safety. 36. No video or sound feed shall be provided to any press box or luxury suite or box or any other area of the Premises without the express prior permission of USER. 37. The CITY hereby grants, at no cost to USER, full access and control to USER to Box office Number Eight and all drop boxes (used to deposit torn tickets) at the Premises on the Concert Date. 38. USER may, subject to any governmental regulations or direction of a public officer or to the reasonable discretion of the Director of Parks, Recreation and Public Facilities, direct the opening and closing of entrances and exits during the License Period. All materials and equipment shall be brought into or removed from Premises only at entrances and exits designated by CITY. Notwithstanding anything herein to the contrary, this Agreement shall not limit the CITY or STADIUM officials or CITY STADIUM tenants in the use of their offices nor interfere with the normal operation of the STADIUM, provided that such operations do not interfere with the successful production and presentation of the Concert. 39. Each party represents to the other that it has the power to enter into this Agreement and to grant and accept the license herein granted and accepted, as the case may be, and that the consent of no other person or entity (governmental or otherwise) is required in connection therewith, except as otherwise provided in this Agreement and that this Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with the terms hereof. 40, (a) If, through no fault of the CITY, the Premises or any part thereof shall be damaged, destroyed or rendered unusable by fire or other casualty or unforeseen occurrence to the extent that it' is unsafe or impossible to hold the Concert on the Premises, or if there exists a public emergency rendering performance of this Agreement by the CITY or USER impossible, including, without limitation the requisitioning of the Premises by the United States, the State of Florida, or any other authority, this Agreement shall terminate with respect to any such Concert as may be thereby affected, without any liability of either party to the other except as provided in this Section 39. In any such event, USER shall not be liable for (i) any use fee (ii) any expenses referred to which have not been irrevocably incurred with respect to any such Concert which is not so performed. (b) In the event the Concert is cancelled for any reason, including but not limited to the reasons set forth in Section 39(a) hereinabove, USER shall be liable to the CITY for actual costs incurred pursuant to Section 4 hereinabove which.have been irrevocably incurred in connection with hosting the Concert but shall not be liable to the CITY for any lost profits or consequential damages of the CITY. 41. The CITY, through the Director of Parks, Recreation and Public Facilities, at its sole option and discretion, shall be entitled to demand full payment 'for any unpaid use fee and/or expenses incurred by USER at the close of the event. USER grants to the CITY the first right of claim to be paid from all monies that are on hand such as "on premises gate receipts" or all monies held by USER's ticket sales agency for any unpaid use fee, expenses, 15 OF 18 88-410 /b additional services, accommodations, materials furnished, cost of repair, rehabilitation, damage correction, and/or replacement or restoration of premises as a consequence of the presentation of the event. The Director of Parks, Recreation and Public Facilities shall be entitled to collect all such funds due the CITY and the CITY shall be paid prior to payment of any other bills or sums of money owed by the USER. USER agrees that any agreement entered into by the USER with a ticket sales agency or agencies will include the agency's recognition that the CITY has first right of claim, and the CITY is to be paid from any and all monies held by the said ticket agency. "On premises gate receipts" shall be defined as all sums of money collected by the USER or his agent in connection with the "VAN HALEN" concert. 42. The CITY will allow a credit of up to 20% of the use fee described in Section 3 to apply to any cost of services rendered by the CITY. Said amount of rent credited shall be determined by the Director of Parks, Recreation and Public Facilities. 43. This Agreement shall not be deemed or construed to create any agency relationship or joint venture between the CITY and USER. 44. Unless otherwise provided herein to the contrary, all notices required under this Agreement shall be deemed to be given when hand -delivered (with receipt therefor) or mailed by Registered or Certified Mail, and addressed: AS TO USER: AS TO THE CITY: Cellar Door Concerts, Inc. Walter E. Golby, Director 2190 S.E. 17th Street Parks, Recreation and Suite 312 Public Facilities Ft. Lauderdale, FL 33316 1390 N.W. 7 Street Miami, FL 33125 45. This Agreement may not be transferred or assigned by USER without the express written consent of the CITY. . 46, This Agreement constitutes the sole and entire Agreement between the parties hereto; no alteration, amendments or modifications shall be valid unless executed by an instrument in writing signed by both parties. 476 If it becomes necessary for the CITY to institute proceedings to collect any monies due it by USER, USER agrees to pay any and all reasonable attorney's fees and costs expended in the collection thereof. 48. This agreement will be construed according to the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate officials executed this Agreement the day and year first above written. Attests Matty Hirai}� City Clerk Attest: Corporate Secretary APPROVED AS TO INSURANCE: INSURANCE MANAGER GENERAL SERVICES ADMINISTRATION APPROVED AS PER DEPARTMENTAL REQUIREMENTS: �nararrR r.. vvuoa, ua �.ays� PARKS, RECREATION ANb PUBLIC FACILITIES DEPARTMENT CITY OF MIAMI, a Municipal Corporation of the State of Florida BY Cesar H. Odio City Manager USER: Cellar Door Concerts,Inc. a Florida for profit corporation BY Signature Title Federal ID# (SEAL) APPROVED AS TO FORM AND CORRECTNESS: LUCIA A. DOUGHERTY CITY ATTORNEY s� 17 OF 18 I A CORPORATE RESOLUTION WHP,REAS` the Board of Directors of CELLAR DOOR CONCERTS, INC., has examined terms, conditions and obligations of the proposed Agreement with the City of Miami for use of the ORANGE BOWL STADIUM; WHEREAS, the Board of Directors of CELLAR DOOR CONCERTS, INC., has examined terms, conditions and obligations of the proposed contract with the City of Miami for use of the ORANGE BOWL STADIUM, and; WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of CELLAR DOOR CONCERTS, INC., that the President( ) or Vice- president( ) or Secretary( ) (please check one)' is hereby authorized and instructed to enter into a contract in the name of and on behalf of this corporation with the City of Miami for the use of the ORANGE BOWL STADIUM; in acordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, this_ 198 . Attest: Corporate Secretary Signature Print or Type Name day of CHAIRMAN, Board of Directors By Signature Print or Type Name (SEAL)