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HomeMy WebLinkAboutR-87-0901-4 1 J-87-937 10/08/87 RESOLUTION NO. 87`901 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 PINK FLOYD ON NOVEMBER 1, 1987. WHEREAS, the Department of Parks, Recreation and Public Facilities has approached Cellar Door Concerts, Inc., to bring the Pink Floyd concert to the Orange Bowl Stadium; and WHEREAS, an agreement with terms similar to the Genesis and Springsteen concerts has been negotiated with Cellar Door Concerts, Inc.; and WHEREAS, special events such as the Pink Floyd concert are vital to the revenue and 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 Pink Floyd concert at the Orange Bowl Stadium on November 1, 1987. PASSED AND ADOPTED this 22nd day of ctober 87. 1. XAVIER L.C50AREZ MAYOR ATT MATIfY HIRAI, CITY CLERK PREPARED AND APPROVED BY: ROBERT F. CLARK CHIEF DEPUTY CITY ATTORNEY APPROVW AS TO FORM AND CORRE SS: tyvya�s me "WVV CITY ATTORNEY CITY COMMISSION MEETING OF OCT 2'l.19877 IN No. 8 !�.y—9 C11Y OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM TO, Honorable Mayor and Members of the Commission Cesar H. Odio FROM: City Manager_ RECOMMENDATION: DATE: � C T i 1987 FILE: 41 SUBJECT Resolution Approving Pink Floyd 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 Pink Floyd concert to be held November 1, 1987, 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 Pink Floyd for a concert in the Orange Bowl. Cellar Door has agreed to a November 1, 1987 concert, subject to their receiving the same terms they had as promoter of the Madonna, Genesis and Springsteen 7oncerts. The Department of Parks, Recreation and Public Facilities drafted the attached agreement for this Pink Floyd concert, which stipulates a stadium use fee of $70,000. The promoter will be given a credit of up to 20% of said use fee for the cost of services rendered by City. The Department is projecting the following revenues for the concert: Stadium Rental Less 20% Services Credit Parking Concessions, Concessions, Attachments: Resolution Agreement Food a Beverage Novelties Total $70,000 (14,000) 10,000 48,000 40,000 $154,000 L11-r m 3.371 USE AGREEMENT CITY OF MIAMI, FLORIDA THIS AGREEMENT made and entered into this day -,f August, 1987, by and between the City of Miami, a Municipal Corporation of the State of Florida, hereinafter referred to .-is the "CITY" and Cellar Door Concerts, Inc., a corporation wit', its principal office located at 2190 S.E. 17th Street, Suite 312, Ft. Lauderdale, F1 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 privileqe cf entry upon or into the Municipal facility of the City of Miami known as the Orange Bowl Stadium ("the STADIUM") to be ontor-d upon or into for the purpose of presenting a Concert foliturinct "PINK FLOYD", for the period commencing at 12:00 noon on Tuesd ";, the 27th of October, 198.7 and terminating not later than midnic;ht on Tuesday, the 4th day of November, 1987. The period OctobNr 27, 1987 through November 4, 1987, hereinafter shall be known as the "License Period". The CITY agrees not to schedule any other events including but not limited to'groups or individuals tourina the Premises (as hereinafter defined) during the License Period:. The concert performance ( "the Concert") will take place at approximately 7:00 p.m. on Sunday, November 1, 1987. 1n r.h,? event that the Concert is rained otat, USER shall havo thfa optirtr, to reschedule such Concert on Monday, November 2, 1987, at no additional use fee charge to USER. s USER shall mean "licensee". PREMISES 1. The Stadium and field known as the "Orange Bowl Stadium" (the "Stadium"), including access tunnel, locker roods, rest rooms, public address system, the scorebc, . r.-, ticket booths, 5th Level Press Box, a function area as described in Section 17 below, adjacent parkin!? facilities, one secured room for merchandising and, ,nd space that may be used by USER for administrat;%,e trailer, and such other facilities of the STADIUM+ as authorized by the Director of Parks, Recreation :in(! Public Facilities, shall be herein referred to as the• "Premises"; provided, that for purposes hereof, *he Premises shall not include the Third Level Press Bcx, the Fourth Level operations booths which are reserves,. to the CITY for Stadium operations and the Fourth Press Box. 2. USER shall be entitled, at no additional cost, to the use of at least two locker rooms with their cus tors a ry shower facilities on a 24-hour basis throuqhout the License Period. USER HEREBY COVENANTS AND AGREES: 3. To pay the City of Miami for the use of said facility: Seventy Thousand Dollars ($70,000.00) maximum use fc!o plus 58 State of Florida use tax for the concert nn tho - 1st day of November. 1987. A Fifteen Thousand Dol ! •-irs ($15,000) non-refundable deposit is required and shall apply Against the said use fee. Per Check #13804 issued i. by USER, 7/6/87, CITY has received $2,500 therefore $12,500 shall be due upon execution and delivery of this Agreement. The balance of the use fee plus the 5k Staro of Florida use tax on the tot.0 usi� roo wi 11 he pa i o ,ir the close of the event. �I f 8 / QQ1� 7901. i i 'f i l 4. To reimburse the CITY on an actual cost basis within 24 hours of the Concert for expenses incurred by the C',TY for Police, Fire, field lights, cleanup, field r_ov-r, plywood, materials and event staffing services requested by USER. Payments which cannot be determined until a later t,,me 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 repa-r, rehabilitation of the field, subject to the limitatir-ns in Section 28 below. 6. That all advanced 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 i Section 40 below. 7. The CITY reserves the right to remove from the STADIUM all USER effects remaining in or on the ground of the facility after the end of the License Period and to charge a reasonable removal and storage fee to USER, -)r, i if such effects prevent the further use of the STAW i".,, i to charge storage at the expense of the USER at a r.ito —; of Five Thousand Dollars ($5,000.00) for each day or - part of a day that said effects remain in or on the grounds of. the STADIUM after the rand of the Uic-nso Period. 8. To provide a diagram of the proposed event layout to tho Office of Fire Prevention, 275 Northwest 2nd SLroot, Miami, Florida and obtain fire/assembly permits required by Section No. 19-516 of the Code of the City of Miami, relative to fire safety, subject to Section 19(a) hoh,w. Fire Department manpower regui romenr . r.hn I 1 t,,. 3 determined by the Fire pppart.tnont . 9. That any matters not herein expressly provitled for stall �r �Y he Alt: f liv Itinvi'1-1 11)1) ()t 111$' Ci I y M.111,1410'1 $to 111 ' » _ 4 _.. ... �. _� . _.. - - -•- O / -I. 10. 11. 12. 13. designated representative, the Director of ks, Recreation and Public Facilities. (a) USER shall indemnify and save harmless iorevr-r 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 resultinq 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 liabilities incurred in the defense of any such claims and the investigation thereof pertaining to claims on the property of the Orange Bowl. (b) The CITY assumes no responsibility whatsoever fcr 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. USER shall not discriminate as to race, sex, color, creed, handicap or national origin in connection with any operation under this Agreement. To construct the stage off the Orange Bowl football playing field and east of the east end zone. If the stage is to be set on the.playinq field, this area nust be protected with plywood and any other materials as determined by the CITY's Grounds and Turf Manaqer. 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 • 4 - 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 -,e CITY during the License Period, including by way )f illustration and not limitation: all turnstiles, painting, utilities, elevators, heating and Air conditioning equipment, lights, machinery, pines, 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 estimate=d r aggregate cost thereof. 17. On the Concert Date, the CITY will provide, at no cast to USER, a function area on the Premises for pre -Concert and post -Concert buffets. All expenses 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 USER, to the Stadium's field, for all equipment brought by USER tind or their act or acts. 19. In addition, the CITY shall comply with the following requirements: (a) The CITY shall use it$ 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 staoinq the Concert.. •ftj.6 cost of any such prrmi is shall. by horne by 11;WN. - 1, - r (b) USER shall provide to CITY an engineer.?I `lue-)r_nt of the stage + roof structure that will be used for the event. This is necessary to obtain he required building permit. (c) USER shall have the right, at no additional :,)sf subject to existing contractual obligations and tc the prior consent of the CITY, to hang banners anti otherwise to accord credit to any tour spores--r, equipment supplier or other entity involved wiwh the tour. (d) Control of the internal security services insi se the STADIUM shall remain the responsibility of USER or their designated agent, who shall consult w:--h the Director of Parks, Recreation and Pubtic Facilities. USER shall pay for said internal security services. (e) CITY represents that USER may provide, at no additional cost to USER, catering services for a?I tour personnel and production staff. (f) USER shall ensure compliance with all necess:tr•: union requirements (if applicable) in connecti^_n with the personnel and services engaged f,-)r 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 it the Fu i t Ticket Price (as defined in Section hereinbelow), except for employes of 11-SVP .tr►si - 6 - 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 CTY 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. M Control over the number and location of hous., photographers and general press photograph=rs throughout the License period shall remain with USER. (j) USER shall be permitted to use such trucks and forklifts on the STADIUM'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 -t.he 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 ust- by USE R's production and security staff during the License Period. USER shall be responsible for said radios if they are damaged or not returned immediately - 7 - 87 -801, F 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 entitl-d to purchase pursuant to Section 13 above shall he r 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 wri tt.-n permission of USER. 22. i 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 !De used as missiles, will be 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 ti^�es throughout the License Period for consultation with USER. 24. USER shall provide a seating plan prior to the License Period, approved by the Director of Pay.ks, Recreation and Public Facilities and the requisite public safety officials whose approval shall not hF? unreasonably withheld. i -B 1 it _ t. r, 25. The CITY will permit USER and its authorized renc:urs 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. 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, aeneral liability insurance on a Comprehensive General Liability form ` or an equivalent policy form with at least a S Combined Single Limit of $1,000,000 9 per occurrence i for bodily injury and property damage liability. In addition, to premises and operations coverage, -J the policy or policies utilized shall. be extended to include products and completed operations coverage, personal injury liability coverage and contractual liability coverage sufficient to cover the liabilities assumed in this Agreement. The City of Miami is to be named as "Primary Additional Insured" on all policies, as supplied by USFR's insurance certif icate. The Department of Parks, Recreation and Public Facilities, 1390 N.W. 7 Street, Miami., Florida 9 W - f 33125, (305) 579-6900, requires a certified copy of said policy as soon as possible. Any questions regarding insurance should be directed to Nar.cy Bahn, Insurance Manager, City of Miami Gene-.-41 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 CITE' 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), 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 Parkir.q 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. (e) The CITY agrees that charges to the public for parking on its property shall not exceed the usual and customary charges for such parking. As botween the CITY and USER, the CITY shall be ent i t l roc+ t:. 100% of all gross receipts from parking charges. ; 10 . - i s, (f) USER will provide and install all staaina 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 Pa rk::, Recreation and Public Facilities for use prior tc, durinq 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 vauipmtr+., immediately after the Concert has ended. (k) A maximum attendance of 75,000 will be permitted. (1) Gates shall be opened 3.00 hours prior to show time. All advertisinq shall indicate gate opening time. The Director of Parks, Recreation and Public Facilities reserves the right to opon Oat-s nr .uljn,t• r�itr• .,�,rnin•f ► i,,,,. .•. f,.. ,1►•.••,•, : ,•► ,,, baser) on r:rr)wrf r:r.nt. r,, l %+rN! f.0 •r113 It r,r . , • . ► consultation with the USER. (m) The CITY has all concession rights for food -ind 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 tree Premises. The CITY will use its best efforts to prohibit food or beverage hawkers on the f i e 1 d after 7:00 p.m. No alcoholic or malt beverages )t - li - 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 appar-1, records, tapes, photographs referring to PINK FLOYD. USER agrees to pay to the CITY $1.00 vt�r 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 th,.� Premmises of novelties or other items not licensed by PINK FLOYD. (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 PINK FLOYD Tour, represents and warrants that all BMI and ASCAP fees for the Concert will be paid by USER and furt_har agrees to indemnify and hold the CITY harmless frcm 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 hours period immediately 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. - 12 - USER agrees that they shall be liable for damage to the playing surface, such liability not to exceed S50,000. 29. USER agrees to install and remove at its exDtnse 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, all chairs, signage to denominate each seating section, and 4' and 8' plywood aisles which will be placed on the geotextile covering the football playing field. The 4' x 8' plywood aisles and chairs will be put in place to the satisfaction of the City of Miami Fire Department and Director of Parks, Recreation and Public Facilities and will be immediately removed at the end of the Concert and prior to the removal of stage and other equipment. USER shall supply plastic cable ties or other approved means to secure the chairs. All chairs on the field must have seat numbers for easy identification. Cost of labels and labor shall be responsibility of USER. 31. USER shall supply and distribute wrist bands to all field seat 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 8 1/2 hours prior. to Concr�rt. Removal as provided in Sections 29 and 30 shati n-t- exceed 4 hours after the end of the Concert. - 13 - 8''7- 901. �i 33. Ticket prices to the Concert will not exceed S2(1.00 (which is inclusive of all applicable taxes) plus any applicable service charge (which charge shall not exc,?od $1.75 per ticket). 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 Notion 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 anv 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 PINK FLOYD and the CITY. Approval from CITY must be prior to November 1, 1987. The CITY will cooperate with USER in connectior with any such activity, provided, any cost or expenses of CITY in connection therewith shalt be borne by USER. 35. (a) Subject to guidelines mutually established in advance of the concert date, USER shall have thf, 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 enforc•� all necessary and proper rules for the management and operation of the Premises during the License - 14 - Period; and for its authorized representnri-:-s enter all portions of the Premises used f-:)- production and presentation of the Concer,_ -it anytime and on any occasion during the Lip-er.se Period. (b) Final decision -making power as to any nat`.:r relating to the production and presentation of th— Concert shall be with USER. (c) Notwithstanding anything in this Agrement to th� contrary, nothing herein shall interfere wi th CITY's right to take any necessary action tc 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 of USER, full access and control to USER to Box Office Number Einht and all drop boxes (used to deposit torn ticketf7` -it Premises on the Concert Date. 38. USER may, subject to any governmental rer;u? s or direction of a public officer or teasoeahi discretion of the Director of Parks, Recreation 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 designat,-c: by CITY. Notwithstanding anything herein to the contrary, this Agreement shall not limit the CITY or STN DIU`1 officials or CITY STADIUM tenants in the use of ti-oi r offices nor interfere with the normal operation of tl,e STADIUM, provided that such operations do not interf•-tre with the successful production and presentat.ion tit t1io Concert. - 87-901 ' 6 39. Each party represents to the other that it has ---,e power to enter into this Agreement and to -jrant nc'. accept the license herein granted and accepted, as -;ie 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 constitut•?= 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 hr any part thereof shall be damaged, destroyed ^r rendered unusable by fire or other casualty or unforeseen occurrence to the extent that it ;s 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 oti;�r authority, this Agreement shall terminate with respect to any such Concert as may be ther�hy 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 - 16 - 87-9©1 be liable to the CITY for actual c-;sts incurre:; pursuant to Section 5 hereinabove which have irrevocably incurred in connection with hestina Concert but shall not be liable to the CITY f,� r env; lost profits or consevuential damages of. tho C,::•. 41. The CITY, through the Director of Parks, Recreatin;, -nd Public Facilities, at its sole option and discreti,-n, shall be entitled to demand full payment for any use fee and expenses incurred by USER at the clost; �f the event. USER grants to the CITY the first right of clair^ r_" paid from all monies that are on hand such as "on premises gate receipts" or all monies held by ticket sales agency for any unpaid use fee, expenses, additional services, accommodations, matE..ri,als furnished, cost of repair, rehabilitation, dam -igc correction, replacement or restoration of premises is a consequence of the presentation of the event. he Director of Parks, Recreation and Public Faci 1 i -i-:•s shall be entitled to collect all such funds dut? the iTY and the CITY shall be paid prior to payment of any er bills or sums of money owed by the USER. USER aqr that any agreement entered into by the USER wit.►, a ticket sales agen-y or agencies will include the agency's recognition that the CITY has first right of claim, and the CITY is to be paid f roia anv and all monies held by the said ticket agency. "on pre^iis,-�s gate receipts" shall be defined as all sums of money collected by the USER or his agent in connection with the "PINK FLOYD" concert. - 17 - 87�-9�! h . w� 42. The CITY will allow a credit of un tc) 209, 1-F th. described in Paragraph 1 to apply to any ccr;t nF services rendered by the CITY. Said amount of --nt credited shall be determined by the Director of Recreation and Public Facilities. 43. This Agreement shall not be deemed or construed t- create any agency relationship or joint venture the CITY and USER. 44. Unless otherwise provided herein to the contrary, =11 notices required under this Agreement shall be eeemed I --;'- be given when hand -delivered (with receipt theref^ri ^r mailer] by Registered or Certified Mail, and addresses: AS TO USER: AS TO THE CITY: Cellar Door Concerts, Inc. Walter E. Golby, Directr 2190 S.E. 17th Street Parks, Recreation anc! 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 ;y USER without the express written consent of. the CITY. 46. This Agreement constitutes the sole and entire Agreem-nt between the parties hereto; no alteration, amendments or modifications shall be valid unless executed by 3n instrument in writing signed by both parties. 47. If it becomes necessary for the CITY to instit.:tn proceedings to collect any monies due it by USER, r►ern 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 l::ws • of the State of Florida. - 18 - �..�. ►►w....�,�r+nr�Y.11lli6 .0 t. L'..IY �. L11'1M'Q1 \ 1i IN WITNESS WHEREOF, the parties hereto have indi�.,-i,lually and through their proper corporate officials executers this Agreement the day and year first above written. Attest: Matty Hirai City Clerk Attest: Corporate Secretary APPROVED AS TO INSURANCE: INSURANCE MANAGER GENERAL SERVICES ADMINISTRATION CITY OF MIAMI, a Municipal Corporation of the Sta`,-� cf Florida BY Cesar H. Odio City Manager USER: Cellar Door Concerts,lnc. BY Title APPROVED AS TO FORM AND CORRECTNESS: LUCIA A. DOUGHERTY CITY ATTORNEY - 19 - (SEA:) 87-1[. .20 •�irfi��rl"dLJ '�a.'-6Z.:]Lel r'.L/Si+��'. ::t'z�1$��nL�. ,rY'�/'L Y4'�•.(�►:A���.:�L::i i.� •::Y:�14'•:'$. • CORPORATE RESOLUTION WHEREAS, the Board of Directors of CELLAR DOOR CONCER q, 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 INC., has examined terms, conditions and obligations of th.? proposed contract with the City of Miami for use of the nR;. BOWL STADIUM, and; WHEREAS, the Board of Directors at a duty held corporate moot i ,ic has considered the matter in accordance with the By -Laws of t-ie corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIREC'r(*,Rti ,r CELLAR 'DOOR CONCERTS, INC., that the President( ) or Vic?- j 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 tho 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 By (Signature) Print or Type Name Attest: (SEAL) Corporate Secretary Signature s ; Print or Type Name d EX(f I RIT 1 r�