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R-87-0592
J-87-5©5 0 W* 6/18/87 qq R1,SOi.,UTI0N NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO F;XE:CUTE AN AGREEMENT, IN A FORM ACCE;PTAk31,^ TO THE CITY ATTORNEY, BETWEEN THE. CITY OF MIAMI :N1) CELLAR DOOR CONCERTS, INC., FOR PRESENTING `LHE MADONNA CONCERT AT THE. ORANGE; BOWL STADIUM ON JUNE 27, 1987. WHEREAS, the Department of Parks, Recreation and Public Facilities has approached Cellar Door Concerts, Inc., to bring the Madonna 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 Madonna concerts are vital to the operation of the Orange Bowl Stadium; NOW, THEREFORE, BE 1T 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 "Madonna" concert at the Orange Bowl Stadium on June 27, 1987. PASSED AND ADOPTED this 25th day of AT" MATTY HIRAI, CITY CLERK PREPARED AND APPROVED BY: ROBERT F. CLARK__ CHIEF DEPUTY CITY ATTORNEY APPROVE AS `1'O FORM AND CORRECTNESS: LUeIA IA. DOUGH TY CITY ATTORNEY , 1987. v---u--(,e . v-- XAVIER L. S AREZ MAYO CITY COM14ISSION MEETING OF jUN t,5 1987 "I No. I '5._j2 REMARKS: 1% ,AIN CITY OF MIAMI. FLORIOA INTER -OFFICE MEMORANDUM I TO Honorable Mayor and Members DATE June 15, 1987 FILE �? of the City Commission FROM Cesar H. Odio 6P City Manager RECOMMENDATION: SUBJECT Resolution Approving Madonna 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 Madonna concert to be held June 27, 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 Madonna for a concert in the Orange Bowl. Cellar Door has agreed to a June 27, 1987 concert subject to their receiving the same terms they had as promoter of the Genesis and Springteen concerts. The Department of Parks, Recreation and Public Facilities drafted the attached agreement for this Madonna concert. The stadium use fee will be $60,000 and the promoter will be given a deduction of approximately $14,000 for the first six hours of Police staffing. The Department is projecting the following revenues for the concert: Stadium Rental $ 60,000 Less Police Costs 14,000 Parking 10,000 Concessions, Food & Beverage 48,000 Concessions, Novelties 28,000 Total $132,000 Attachments: Resolution Agreement f150 *1 . 5'3"V 04 Owe LICENSE AGREEMENT CITY OF MIAMI, FLORIDA THIS AGREEMENT made and entered into this day of June, 1987, 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 corporation with 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 "CDC". R E C I T A L: In consideration of the covenants and agreements hereinafter set forth, the CITY does hereby grant unto CDC 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 "MADONNA", for the period commencing at 12:00 noon on Wednesday, the 24th of June, 1987 and terminating not later than midnight on Tuesday, the 30th day of June, 1987. The period June 24, 1987 through June 30, 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 touring the Premises (as hereinafter defined) during the License Period. The concert performance ("the Concert") will take place at approximately 8:00 p.m. on Saturday, June 27, 1987. In the event that the Concert is rained out, CDC shall have the option to reschedule such Concert on Sunday June 28, 1987, at no additional use fee charge to CDC. 8'; -5:3 2 0004 owf* CDC shall mean "licensee". 1. The Stadium and field known as the "Orange Bowl Stadium" (the "Stadium"), including access tunnel, field lights, standard field lights, locker rooms, rest rooms, public address system, the scoreboard, ticket booths, 5th Level Press Box, a function area as described in Section 17 below, adjacent parking facilities, one secured room for merchandising and, and space that may be used by CDC for 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"; provided, that for purposes hereof, the Premises shall not include the Third Level Press Box, the Fourth Level operations booths which are reserved to the CITY for Stadium operations and the Fourth Level Press Box. 2. CDC 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. CDC HEREBY COVENANTS AND AGREES: 3. To pay the City of Miami for the use of said facility: Sixty Thousand Dollars ($60,000.00) maximum use fee plus 5% State of Florida use tax for the concert on the 27th day of June 1987. A Fifteen Thousand Dollars ($15,000) non-refundable deposit shall apply against the said use fee and is to be paid at the execution and delivery of this Agreement. The balance of the use fee plus the 5% State of Florida use tax on the total use fee will be paid at the close of the event. - 2 - 87 —!5 -30 ., _- 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, cleanup and event staffing services requested by CDC. Payments which cannot be determined until a later time shall be paid within ten (10) days of the date an invoice is submitted to CDC. 5. To pay the City of Miami the cost of any repair, rehabilitation of the field, subject to the limitations in Section 28 below. 6. That all advanced sums shall be forfeited if, through the fault of CDC and within one week prior to the Concert, the Concert is cancelled except as provided in Section 39 below. 7. The CITY reserves the right to remove from the STADIUM all CDC 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 CDC, or, if such effects prevent the further use of the STADIUM, to charge storage at the expense of the CDC 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 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 - 3 - owe designated representative, the Director of Parks, Recreation and Public Facilities. 10, (a) CDC 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, by himself or his employees or CITY; CDC shall further indemnify CITY as to all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims and the investigation thereof. (b) The CITY assumes no responsibility whatsoever for any property placed on the Premises by CDC 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. CDC shall be 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. If the stage is to be set on the playing field, this area must be protected with plywood and any other materials as determined by the CITY's Grounds and Turf Manager. 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. =1= ow04 14. To provide the City with 150 complementary tickets from Sections 103, R and S. These are to be chairback seats, rows 18-21 only and field seats. 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 CDC, 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. 17. On the Concert Date, the CITY will provide, at no cost to CDC, 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 CDC. 18. The CITY will provide unimpeded access at least 14 feet high and 20 feet wide, at no cost to CDC, to the Stadium's field, for all equipment brought by CDC 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 to CDC, to assist CDC in obtaining all necessary clearances, licenses and permits for any and all building, construction, electrical, sanitary, - 5 - 8ri - ..W A Ow,04 ^V business, sales, occupational and other permits or licenses required for staging the Concert. The cost of any such permits shall be borne by CDC . (b) CDC 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 to accord credit to any tour sponsor, equipment supplier or other entity involved with the tour. (c) Control of the internal security services inside the STADIUM shall remain the responsibility of CDC or their designated agent, who shall consult with the Director of Parks, Recreation and Public Facilities. CDC shall pay for said internal security services. (d) CITY represents that CDC may provide, at no additional cost to CDC, catering services for all tour personnel and production staff. (e) CDC 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 CDC 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 CDC in complying with such agreements. (f) 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 32 - 6 - "— �+ r•' 1` .J r s hereinbelow), except for employees of CDC and the CITY actually working at the Concert who have received passes issued by CDC and except as otherwise provided by this Agreement. (g) Access to the backstage areas throughout the License Period shall be under the control of CDC, 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. (h) Control over the number and location of house photographers and general press photographers throughout the License period shall remain with CDC. (i) CDC 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 the Director of Parks, Recreation and Public Facilities, including, but not limited to, procedures to minimize damage to the field. (j) The CITY will provide two house radios (if available) at no cost to CDC for use by CDC's production and security staff during the License Period. CDC shall be responsible for said radios if they are damaged or not returned immediately - 7 - 87-5.JjZ Oft after event. (k) The CITY will provide adequate access to the field seating areas for patrons at no additional cost to CDC. (1) The CITY will provide CDC with up to 70 police barricades for use during the License Period, if required. 20. The CITY shall provide CDC, at no additional charge, for CDC'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 CDC. 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, 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 times throughout the License Period for consultation with CDC. 24. CDC shall provide a seating plan prior to the License Period, approved by the Director of Parks, Recreation and Public Facilities and the requisite public safety officials whose approval shall not be unreasonably withheld. - 8 - 8r-513, If i 04 25. The CITY will permit CDC 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. rnt-2n nwnmv"e% eITT, ne.nv 61211"'11%Try ^^17e+11tr►i.n w►in wnncc+. 26. The CITY 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 for up to six ( 6 ) hours per event day at no cost to CDC. All costs for City of Miami Police over six (6) hours per event will be paid for by the CDC at the same rate paid to the police by the CITY. 27. That the following additional provisions shall be adhered to, subject to Section 19(a) above: (a) CDC shall obtain an Assembly Permit through the City of Miami Fire Department, 275 Northwest 2nd Street, Miami, Florida. (b) CDC 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, CC77 o 3 s 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 an additional insured on all policies. The Department of Parks, Recreation and Public Facilities, 1390 N.W. 7 Street, Miami, Florida 33125. (305) 579-6900, requires a certified copy of the policy or policies to be received at the address above by June 20, 1987. Any questions regarding insurance should be directed to Nancy Bahn, 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(b) is that CDC 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. (c) The CITY shall furnish, at no cost to CDC, 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. (d) The CITY shall provide, immediately adjacent to the STADIUM, 37,000 square feet of the E-1 Parking Lot, at no additional cost to CDC. If CDC decides to utilize said portion of the E-1 Parking Lot, CDC will be responsible for security same. - 10 - 0 ^ CN (e) 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. (f) 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 between the CITY and CDC, the CITY shall be entitled to 100% of all gross receipts from parking charges. (g) CDC will provide and install all staging and props, including special lighting, etc., at its own expense. (h) CDC 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. (i) CDC agree 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. (j) Ticket sellers, takers and ushers are the responsi- bility of CDC. (k) CDC agree to begin to tear down its equipment immediately after the Concert has ended. (1) A maximum attendance of 75,000 will be permitted. (m) Gates shall be opened 3.00 hours prior to show time. All advertising shall indicate gate opening time of 6:30 p.m. The Director of Parks, Recreation and Public Facilities reserves the right 88 ' ^; 0 "ON to open gates or adjust gate opening time as he deems appropriate based on crowd control and conditions, after consultation with the CDC. (n) 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. (o) The CITY will grant to the CDC the merchandising rights to sell programs, novelties and other items limited to T-Shirts, buttons, hats, other apparel, records, tapes, photographs referring to Madonna. CDC agrees to pay to the CITY $1.00 per ticket sold plus 5% State of Florida use tax based on fee paid to CITY. (p) The CITY will use its best efforts to prohibit the i unauthorized sale or distribution on the Premises of novelties or other items not licensed by Madonna. (q) CDC agrees that it, has no food or beverage concession rights during the duration of this Agreement. (r) CDC will provide to the CITY a copy of the blanket BMI and/or or ASCAP license which it has obtained in connection with the Madonna Tour, represents and warrants that all BMI and ASCAP fees for the Concert will be paid by CDC and further agrees to 12 S , --S32 ^' r .00"N P indt_mnify and hold the CITY harmless from any and .sll claims, losses, or expenses incurred with rc,jard thereto. mod. .:DC ayreus 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 surfa•:e. Within the 24 hours period immediately fo:iowing the concert, CDC 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. CDC agrees that they shall be liable for damage to the play1r.y ;;-jrfzice, such liability not to exceed $50,000. +. CDC agrees to install and remove at its expense a g�ct;:xtile field covering and plywood, which the CITY shill :tint to CDC, sufficient in size to cover the grass surface area of the playing field. The field covering will be put in place prior to the Concert dat•= and will be immediately removed at the end of the Concert date. The installation of said covering shall oe coordinated with the Director of Parks, Recreation and Public Facilities. agrees to furnish, install and remove, at their axaense' all chairs, signage to denominate each field seating section, and 4' and 8' plywood aisles which will oe placed on the geotextile covering the football playing field. The 4' x 8' plywood aisles and chairs will oe put in place to the satisfaction of the City of Fire Department and Director of Parks, Recreation and Public Facilities and will be immediately removed at - 13 - Si ""'a � e � / �, 0^' AS 11004, 4 ind+_mnify and hold the CITY harmless from any and �11 claims, losses, or expenses incurred with re,3ard thereto. .:OC 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 foiioswing the concert, CDC 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. CDC agrees that they shall be liable for damage to the playir.y s,arface, such liability not to exceed $50,000. CDC agrees to install and remove at its expense a g::ctextile field covering and plywood, which the CITY shall rent to CDC, sufficient in size to cover the �nt,re yrass surface area of the playing field. The field covering will be put in place prior to the Concert dat•= and will be immediately removed at the end of the Concert date. The installation of said covering shall oe coordinated with the Director of Parks, Recreation and Public Facilities. agrees to furnish, install and remove, at their elxpense, all chairs, signage to denominate each field seating section, and 4' and 8' plywood aisles which will cue 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 -imi Fire Department and Director of Parks, Recreation and Public Facilities and will be immediately removed at - 13 - ^,0* ^4 en6 of the Concert and prior to the removal of the sta.J.� and other equipment. CDC shall supply plastic ties or other approved means to secure the chairs. A11 chairs on the field must have seat numbers for easy nn. Cost of labels and labor shall be r ;;onsibility of CDC. --up and installation as provided in Sections 29 and ;p ove shall not exceed 8 1/2 hours prior to Conc.ert. itv;r,ov.�l as provided in Sections 29 and 30 shall not exceed 4 hours after the end of the Concert. ►':chest prices to the Concert will not exceed $20.00 kw:lich is inclusive of all applicable taxes) plus any ,,_)plizajle service charge (which charge shall not exceed F:r �:icketl. All ticket prices will be for specified seats and there will be no general admission t ..-k ?ts sold. CIl-Y shall have no interest or right with respect to sr:r ancillary rights or assets arising out of the k.cr;cert, including, without limitation, any motion picture, radio or television broadcasting rights, any mnerchandising rights or any corporate sponsorship. During the License Period, the CITY shall permit CDC to ent-r the Premises and conduct any ancillary rights 1.�tivities at no cost, including without limitation, 3r.r filming, taping, recording or similar activities performed by CDC in connection with the Concert. If the ,:onc:.rt is to be recorded by any visual medium, the words "Orange Bowl Stadium" must be displayed and mutually agreed upon by CDC, the group Madonna and the CITY. approval from CITY must be prior to June 27, iyl. - 14 - r*f �� 81 0.." 4 0'%� 49 "\ .-0 aM 3=5. 36. 31. CI`iY will cooperate with CDC in connection with j� such activity: provided, any cost or expenses of rY :n connection therewith shall be borne by CDC. (a) Sub3ect to guidelines mutually established in advance c)f the concert date, CDC shall have the right at all times to control that portion of the Premises used for the production and presentation of the C.;ncert, including without limitation, all internal security matters and personnel; to enforce all necessary and proper rules for the management ana opuration 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 an::ti;�e 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 CDC. ,c) Notwithstanding anything in this Section 34 to the contrary, nothing herein shall interfere with ,21TY's right to take any necessary action tc project public safety. No video or sound feed shall be provided to any press oox or iuxury' suite or box or any other area of the Premises without the express prior permission of CDC. ,le CITY nereby grants, at no cost of CDC, full access and control to CDC to Box Office Number Eight and all drop boxes (used to deposit torn tickets) at the Premises on the Concert Date. CDC may, subject to any governmental regulations or - 15 - 8117 -5:31: e%' 0 ,-IN 4 �' ;;fraction of a public officer or reasonable discretion of the Director of Parks? Recreation and Public rjcilities, direct the opening and closing of entrances grid exits during the License Period. All materials and equ:p,nent shall be brought into or removed from Premises only at entrances and exits de gignated by CITY. Notwithstanding anything herein to the contrary, this Agreement shall not limit the CITY or STADIUM officials or CI;Y 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. 3S. 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 entlLy (governmental or otherwise) is required in connection therewith, except as otherwise provided in ,his Agreement and that this Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with the terms hereof. 3y. (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 CDC impossible, including without limitation the requisitioning of the Premises by the United States, the State of Florida, or any other - 16 - authority, this Agreement shall terminate with respect to any such Concert as may be thereby .:iffectea, without any liability of either party to the other except as provided in this Section 39. n any such event, CDC shall not be liable for (i) :Iny use fee (ii) any expenses referred to which ,v.-'_' not been irrevocably incurred with respect to -ny such Concert which is not so performed. (0) in the event the Concert is cancelled for any mason, including but not limited to the reasons set forth in Section 39(a) hereinabove, CDC shall be liable to the CITY for actual costs incurred pursuant to Section 5 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. 40. The CITY, through the Director of Parks, Recreation and Public Facilities, at its sole option and discretion, small be entitled to demand full payment for any unpaid use fee and expenses incurred by CDC at the close of the event. CDC 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 CDC's ticket sales agency for any unpaid use fee, expenses, additional services, accommodations, materials furnished, cost of repair, rehabilitation, damage correction, replacement or restoration of premises as a consequence of the presentation of the event. The Director of Parks, Recreation and Public Facilities snall be entitled to collect all such funds due the CITY - 17 - and the CITY shall be paid prior to payment of any other oii:s or sums of money owed by the CDC. CDC agrees any agreement entered into by the CDC with a ticket s::��s agency or agencies will include the agency's :•=cc,jnition that the CITY has first. right of claim, and :I fY is to be paid from any and all monies held by slid ticket agency. "On premises gate receipts" snail ue def ineJ as all sums of money collected by the ':C ur lais a9vnt in connection with the "Madonna" conc,2rt. 41. finis Agreement shall not be deemed or construed to create any agency relationship or joint venture between t.ie CI'fY and CDC. C,iiess otoerwise provided herein to the contrary, all notices required under this Agreement shall be deemed to o= given wren hand -delivered (with receipt therefor) or :..ailed ry Registered or Certified Mail, and addressed: A.3 'ro CDC: AS TO THE CITY: Cellar Docr Concerts, Inc. Walter E. Golby, Director 219U S.E. 17th Street Parks, Recreation and Suite 312 Public Facilities Ft. Laucdersale, FL 33316 1390 N.W. 7 Street Miami, FL 33125 43. This Agreement may not be transferred or assigned by CDC withuut the express written consent of the CITY. 44. Tnis 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. 45. If it becomes necessary for the CITY to institute procuedinys to collect any monies due it by CDC, CDC a roes to pay any and all reasonable attorney's fees and costs expended in the collection thereof. --is agreement will be construed according to the laws or :.:e State of Florida. - 18 - k' IN WITNESS WHEREOF, the patties hereto have individually and tneir proper corporate officials executed this Agreement ''ear first above written. At CITY OF MIAMI, a Municipal Corporation of the State of Florida .. - -i -. - -- ---- BY Cesar H. Odio City Manager i USER: Cellar Door Concerts,Inc. BY secretary. Title (SEAL) i,?t eQV D AS ru INSURANCE: APPROVED AS TO FORM AND CORRECTNESS: MANAGER LUCIA A. DOUGHERTY lei:"*::RA" SERVIL:ES CITY ATTORNEY . UM. a N S l P.., 11 ON 1 1 i - 19 - CORPORATE RESOLUTION the Board of Directors of CELLAR DOOR CONCERTS, has .examined terms, conditions and obligations of the Agr=emtnt with the City of Miami for use of the ORANGE ��.;L � ray►;.(.•�; ,tiHLREAS, the BoarJ of Directors of CELLAR DOOR CONCERTS, :N.:., ;:as e::;mined terms, conditions and obligations of the )i:•jsej ccri:t.ict with the City of Miami for use of the ORANGE SiaDil.-M, and; Board of Directors at a duly held corporate meeting :-.is c� ns :dt.�reJ the cnatter in accordance with the By -Laws of the cor; Oratic-); NOW, THEREFURE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of ::ELLAR OUDR CONCERTS, INC., that the President( ) or Vice- >= •_s :.:c'l: ( ) or Secretary( ) (please checK one) is hereby _.:taor��ad and instructed to enter into a contract in the name of on oenalf of this corporation with the City of Miami for the ;:s., if the ORANGE BOWL STADIUM; in acordance with the contract ur,znt� furnished by the City of Miami, and for the price and ••cn tale terms and payments contained in the proposed contract su�)rnitt,_d by the City of Miami. Iti WITNESS WHEREOF, this day of C_- roDr ite Sa,:retary Signature Print or Type Name CHAIRMAN, Board of Directors By (Signature) EXHIBIT 1 Print or Type Name (SEAL) 8► --.9. )