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02-03-2009 Workshop 19200 W e~t COUl1trv Cluh Drive A ventura Fl, City Commission Workshop Meeting February 3, 2009 4:30 P.M. Executive Conference Room .. '" "~".~"'.' "... . . AGENDA 1. Proposed Agreement with Performing Arts Center Authority for Startup Services, Management, Programming and Operational Support Services for the A ventura Arts and Cultural Center Services (City Manager)* Future Action Required: Resolution 2. Adjournment * Back-up Information Exists This meeting is open to the public. In accordance with the Americans with Disabilities Act of 1990, all persons who are disabled and who need special accommodations to participate in this meeting because of that disability should contact the Office of the City Clerk, 305-466-8901, not later than two days prior to such proceeding. CITY OF AVENTURA OFFICE OF THE CITY MANAGER MEMORANDUM TO: City Commission FROM: Eric M. Soroka, ICMA-CM, City ~gerd DATE: January 30, 2009 SUBJECT: Proposed Startup Services, Management, Programming and Operational Support Services for the Aventura Arts and Cultural Center with the Performing Arts Center Authority February 3, 2009 City Commission Meeting Agenda Item RECOMMENDATION It is recommended that the City Commission adopt the attached Resolution authorizing the execution of the attached Agreement between the City and Performing Arts Center Authority (PACA) for Startup Services, Management, Programming and Operational Support Services for the Aventura Arts and Cultural Center (AACC). This matter was discussed at the January Workshop meeting. Since that time, the following revisions were made to the document to address concerns expressed by the Commission at the workshop meeting. . The startup and post startup marketing scope of services was amended to include that the AACC's web site link will be featured as an affiliated venue on the Broward Center, Parker Playhouse and Miniaci Performing Arts Center web sites in the Tickets and Events sections and ticketed events at the AACC will be included in the Broward Center's monthly calendar of events which shall be e- mailed to the Broward Center database. . The post startup scope of services was amended to include the requirement that PACA survey all patrons of the AACC to provide feedback on the performances and events held at the AACC for evaluation purposes. . The Ticketing Fee Schedule Exhibit C was amended to clarify that non-profit groups who utilize their subscription base to distribute tickets would only be responsible for the ticket printing fee. . Section 7.2.4 was amended to clarify the compensation amount due to early termination of the agreement. Memo to City Commission Page 2 . Section 6.11 was added to provide language similar to other agreements entered into with contractors proving city services, clarifying the organizational structure of the Arts and Cultural Center Department. As stated at the workshop meeting this document is an inter-governmental management agreement between the City and PACA. BACKGROUND As previously reported, I have been exploring the feasibility of the Performing Arts Center Authority to perform startup services and manage the City's Arts & Cultural Center. The Performing Arts Center Authority was established by an act of the Florida Legislature in 1984. The enabling Legislation states that the Performing Arts Center Authority was created for the purpose of "planning, promoting, developing, constructing, acquiring and operating facilities for holding any type of cultural, tourism or promotional event." This resulted in the construction of the Broward Center for the Performing Arts, which opened in 1991. In addition to the Broward Center for the Performing Arts, which anchors the Riverwalk Arts & Entertainment District in downtown Fort Lauderdale, PACA also manages and operates the historic Parker Playhouse, the Rose & Alfred Miniaci Performing Arts Center on the campus of Nova Southeastern University in Davie, and the recently-opened Miramar Cultural Center. Their Ticketing Services Division manages comprehensive ticketing services for all of the theaters, and Florida Atlantic University, and has provided ticketing services to the Museum of Art in Fort Lauderdale and the Greater Fort Lauderdale Convention & Visitors Bureau. Based on the strong experience of PACA and the City's philosophy of privatizing services to provide professional services to our residents in the most economical manner, it makes sense to explore this concept. It is important to note that the City followed a similar course of action when we began the Charter School several years ago. Kelley Shanley, President and CEO of the Performing Arts Center Authority and I have negotiated a draft agreement document for review by the City Commission. The agreement provides an original term of twenty months for two service components, start-up services for a period of fourteen months and post start up services for a period of six months. At the end of twenty month period the parties can agree to extend the term. Start up services include strategic planning and guidance, staffing, operations, event services, programming, finance and accounting and production and technical services for AACC. A more detailed scope of services is included in Exhibit A of the document. Once AVENTURA and PACA agree on the staffing structure, salaries and timeline for hiring employees for the AACC, PACA will be responsible for recruiting, training and employing said employees. AVENTURA shall reimburse PACA on a monthly basis for Memo to City Commission Page 3 its costs associated with the agreed upon employees to staff the AACC. The AACC General Manager shall be an employee of PACA but shall act as department director and report to the City Manager and PACA. The City Manager shall have the right to make recommendations to PACA regarding disciplinary matters, including possible termination of employees assigned to the AACC. Startup services would be for a period of fourteen months, February 2009 to March 2010. The cost of the services is proposed at $270,000. This would be a onetime cost that would be paid monthly and would occur over two budget cycles ($155,000 in fiscal year 2008/09 and $115,000 in fiscal year 2009/10). Post startup services include management, programming and operations support services for AACC. A more detailed scope of services is included in Exhibit B of the document. The cost of the service would be $12,000 per month for a six month period after the facility is opened. PACA would interact with the City's Arts and Cultural Center Advisory Board and other user groups to determine programming goals. PACA will remit any payable revenues to the City, subject to the Ticketing Fee Structure in Exhibit C. PACA's fee structure shall be the same fee structure as PACA utilizes for all other entities that it performs such ticketing services. The following are some points that we should consider as we review this agreement: . It is important in these economic times to ensure a successful opening of the AACC and I believe this collaboration with PACA represents the best opportunity to provide a professional facility that can sustain itself and one our residents will enjoy in years to come. . By providing for PACA to perform startup services we could delay hiring staff and utilize the savings to assist in funding the agreement. . The collaboration with PACA will allow the City to have access to an experienced senior staff and an organization that has had a successful track record of attracting quality presenters and shows. . Artist and event contracts as well as event accounting will be handled by PACA which will result in reducing the impact on staffing needs. . The short term of the agreement will allow the City the opportunity to reassess and evaluate the results of the services provided by PACA. If you have any questions please feel free to contact me. EMS/ Attachment AGREEMENT Between PERFORMING ARTS CENTER AUTHORITY and CITY OF AVENTURA for STARTUP SERVICES, MANAGEMENT, PROGRAMMING AND OPERATIONAL SUPPORT SERVICES FOR THE AVENTURA ARTS AND CULTURAL CENTER AGREEMENT Between PERFORMING ARTS CENTER AUTHORITY and CITY OF AVENTURA for STARTUP SERVICES, MANAGEMENT, PROGRAMMING AND OPERATIONAL SUPPORT SERVICES FOR THE AVENTURA ARTS AND CULTURAL CENTER This is an Agreement ("Agreement") between: PERFORMING ARTS CENTER AUTHORITY, an independent special district and a public body, politic and corporate, in Broward County organized in the State of Florida under the laws of Florida (hereinafter "PACA"), which is located at the Broward Center for the Performing Arts in Broward County, Florida 33312. AND CITY OF AVENTURA, a Florida municipal corporation, its successors and assigns, (hereinafter "AVENTURA)". WIT N E SSE T H, in consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, PACA and AVENTURA agree as follows: WHEREAS, PACA has been created under Special Act 84-396 of the laws of Florida, as amended and subsequently re-codified in Chapter 2005-335, Laws of Florida ("Act"), for the purposes of planning, promotion, developing, and operating facilities for holding any type of cultural, tourism or promotional event; and WHEREAS, PACA is the owner and operator of the Broward Center for the Performing Arts in Broward County, Florida, which is used for the holding of all types of cultural, tourism, and promotional events; and WHEREAS, AVENTURA will be the owner of the Aventura Arts and Cultural Center ("AACC") in Miami-Dade County, Florida, which will be used for all types of cultural, artistic, musical, educational and promotional events; and 1 WHEREAS, PAC A may make and enter into contracts relating to its purposes as stated herein in accordance with the Act; and WHEREAS, PACA and AVENTURA agree to enter into this Agreement wherein PACA agrees to provide start up services, management, programming and operational support services relating to the AACC for the term stated in Article 3 of this Agreement; and NOW, THEREFORE, in consideration of the mutual promises herein contained, PACA and AVENTURA agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS For the purposes of this Agreement and the various covenants, conditions, terms, and provisions which follow, the definitions and identifications set forth below are assumed to be true and correct and are agreed upon by the parties. 1.1 Agreement: means this document, Articles 1 through 7, inclusive. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference. 1.2 Board: The Board of the Performing Arts Center Authority which is the governing body of PAC A created by the Act. 1.3 Business Day: Business Day shall mean a day where AVENTURA's administrative offices are open to conduct regular business. Where a time period of "one (1) business day" is established, it shall mean a twenty-four (24) hour period beginning on a business day and ending at the same time on the next business day. 1.4 Contract Administrator: The ranking managerial employee of PACA or some other employee expressly designated as Contract Administrator in writing by PACA's PresidenUCEO as the representative of PACA concerning this Agreement. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely upon instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services or increase or decrease the amount of compensation provided for under this agreement. At the time of execution of this Agreement, PACA designates its PresidenUCEO as the Contract Administrator. 1.5 Event: For purposes of this Agreement, the term "event" means any uses of the AACC, including, but not limited to musical, educational, cultural, artistic, and promotional events, shows, performances, presentations, commencement exercises, concerts, recitals, public addresses, drama productions, auditions, seminars, and other cultural, commercial, civic instructional or ceremonial functions, regardless of the presenter, producer or sponsor of such event. 2 1.6 Fiscal Year: PAC A and AVENTURA's Fiscal Year, which commences on October 1 and ends on September 30 of the following year. 1.7 Aventura Representative: The person from time to time designated in writing as the AVENTURA Representative. At the time of execution of this Agreement, AVENTURA designates the City Manager or designee as Aventura Representative. 1.8 Operating Expenses: For purposes of this Agreement, "Operating Expenses" shall include all expenses incurred by the parties in providing the services under this Agreement and/or incurred in generating income for the AACC, including, but not limited to advertising, management, administration, general custodial care, security, maintenance, cleaning, utilities, life safety, and the hiring, training, retention, supervision and evaluation of various personnel. 1.9 Post startup services: Management, programming and operational support services for the AACC beginning on the fifteenth (15th) month of this Agreement, and continuing to the end of the contract term and/or its renewable term. 1.10 Programming Expenses: For the purposes of this Agreement, "Programming Expenses" shall include all those expenses incurred by AVENTURA or PAC A in providing, booking, and presenting performances at the Aventura Cultural Arts Center. 1.11 Start-up Services: Services performed beginning on the Effective Date of this contract and continuing for Fourteen (14) months thereafter. 1.12 "Ticket Revenue": For purposes of this Agreement, the term "Ticket Revenue" shall include all receipts received by PACA in connection with Ticketing Services on behalf of the AACC including, but not limited to, cash, credit card purchases, checks, credits, and receivables relating to the purchase of tickets for admission to the AACC. 1 .13 Ticketing Services: means provision of systems and services for the efficient and effective distribution of tickets to events at the AACC. Such services may utilize PACA and/or AVENTURA's employees, independent contractors, volunteers or agents. 1.14 User: An entity which has entered into a rental agreement (also referred to as "Licensing Agreement") with AVENTURA for the use of the AACC. 1.15 Licensee: Any third party who enters into a License Agreement. 1.16 AACC Presents: Presentations occurring at the AACC for which A VENTURA is the presenter and is responsible for all costs associated with the presentation. PAC A will provide services such as contracting with artsist on behalf of AVENTURA as provided for in this Agreement. 1.17 PACA Presents: Presentations occurring at the AACC for which PAC A is the presenter and is responsible for all costs associated with the presentation as provided for in this 3 Agreement. ARTICLE 2 SCOPE OF SERVICES: START UP SERVICES 2.1 PACA's start up services shall include strategic planning and guidance, staffing, operations, event services, programming, finance and accounting and production and technical services for AACC. PACA shall provide all services as set forth in Article 2 herein including all necessary, incidental, and related services required by the Scope of Services. Once AVENTURA and PACA agree on the staffing structure, salaries and timeline for hiring employees for the AACC, PAC A will be responsible for recruiting, training and employing said employees. PACA shall determine, in its sole discretion, the benefits that will be provided to such employees and shall administer the provision of such benefits. AVENTURA shall reimburse PACA on a monthly basis for its costs associated with the agreed upon employees to staff the AACC. The AACC General Manager shall be an employee of PACA but shall act as department director and report to the City Manager and PACA. The City Manager shall have the right to make recommendations to PACA regarding disciplinary matters, including possible termination of employees assigned to the AACC. PACA will consider such recommendation of the City Manager and act in accordance with their responsibilities. 2.2 PACA and AVENTURA acknowledge and agree that the Scope of Services does not delineate every detail and minor work task required to be performed by PACA to complete the Agreement. If, during the course of the performance of the services included in this Agreement, PACA determines that work should be performed to complete the services which are in PACA's opinion outside the Scope of Services originally anticipated, whether or not the Scope of Services identifies the work items, PACA shall notify AVENTURA in writing in a timely manner before proceeding with the work. If PACA proceeds with said work without providing written notification, said work shall be deemed to be within the original Scope of Services, whether or not specifically addressed in the Scope of Services. Written notice to AVENTURA does not constitute authorization or approval by AVENTURA to perform the work. Performance of work by PACA outside the originally anticipated Scope of Services without AVENTURA's prior written approval in accordance with Sections 5 and 7.12 is at PACA's sole risk. 2.3 PACA and AVENTURA acknowledge that the services stated herein are limited to this Agreement and that additional negotiations will be required for additional services. 2.4 PACA and AVENTURA may negotiate additional scopes of services, compensation, time of performance, and other related matters for additional services not provided for herein. Such additional services involving additional compensation shall require a written amendment to this Agreement. Time of performance or scheduling revisions may be agreed to in writing by 4 the City Manager and the PACA PresidenUCEO. 2.5 SCOPE OF SERVICES: START UP SERVICES 2.5.1 Engagement, Rights, and Responsibilities: A VENTURA hereby engages PAC A to provide start up services for the AACC located in Miami-Dade County, Florida, as provided in Exhibit A, attached hereto and incorporated herein, and PACA hereby accepts such engagement. A detailed scope of services is outlined in Exhibit A. AVENTURA retains the right to modify the timing of the services to be performed, as described in Exhibit "A", including but not limited to deferring or eliminating a service or services described in the Start-Up Services, which will not affect terms of payment as defined in Article 5. Start-Up Services shall be performed beginning on the Effective Date of this contract and continuing for Fourteen (14) months thereafter. PAC A shall give prompt written notice to AVENTURA whenever PAC A becomes aware of any development that affects the scope of timing or the services to be performed by PACA. 2.5.2 Non-Exclusive Use: PACA shall have the non-exclusive, royalty free, worldwide revocable right to use AVENTURA's name, logos, trade names, and other trademarks or service marks of AVENTURA in connection with the marketing, advertising, and promotion of the AACC pursuant to this Agreement; provided, however, that: (A) In any and all such usages, the AVENTURA logo as it exists at such time shall be used; and (B) In any and all usages of the AVENTURA's name, AVENTURA shall be referred to as the "Citv of AVENTURA," or as AVENTURA requests in writing from time to time, and the AACC shall be referred to as the "Aventura Arts and Cultural Center." AVENTURA reserves the right, at any time, to revoke such right, in whole or in part, in its sole discretion, during the term of this Agreement. ARTICLE 3 SCOPE OF SERVICES: POST START UP SERVICES 3.1 PACA's management, programming and operational support services shall include strategic planning and guidance, staffing, operations, event services, programming, finance and accounting, production and technical services and ticketing services for AACC. PACA shall provide all services as set forth in Article 2 herein including all necessary, incidental, and related services required by the Scope of Services. 3.2 PACA and AVENTURA acknowledge and agree that the Scope of Services does not delineate every detail and minor work task required to be performed by PACA to complete 5 the Agreement. If, during the course of the performance of the services included in this Agreement, PACA determines that work should be performed to complete the services which are in PACA's opinion outside the Scope of Services originally anticipated, whether or not the Scope of Services identifies the work items, PACA shall notify AVENTURA in writing in a timely manner before proceeding with the work. If PAC A proceeds with said work without providing written notification, said work shall be deemed to be within the original Scope of Services, whether or not specifically addressed in the Scope of Services. Written notice to AVENTURA does not constitute authorization or approval by AVENTURA to perform the work. Performance of work by PACA outside the originally anticipated Scope of Services without AVENTURA's prior written approval in accordance with Sections 5 and 7.12 is at PACA's sole risk. 3.3 PACA and AVENTURA acknowledge that the services stated herein are limited to this Agreement and that additional negotiations will be required for additional services. 3.4 PAC A and AVENTURA may negotiate additional scopes of services, compensation, time of performance, and other related matters for additional services not provided for herein. Such additional services involving additional compensation shall require a written amendment to this Agreement. Time of performance or scheduling revisions may be agreed to in writing by the City Manager and the PACA PresidenUCEO. 3.5 SCOPE OF SERVICES: POST START UP SERVICES 3.5.1 Engagement, Rights, and Responsibilities: A VENTURA hereby engages PACA to provide management, programming and operations support services for the AACC located in Miami-Dade County, Florida, as provided in Exhibit B, attached hereto and incorporated herein, and PACA hereby accepts such engagement. A detailed scope of post start up services is outlined in Exhibit B. AVENTURA retains the right to modify the timing of the services to be performed, as described in Exhibit "B", including but not limited to deferring or eliminating a service or services described in the Post Start-Up Services. Post Start-Up Services shall begin on the fifteenth (15th) month of this Agreement, and continuing to the end of the contract term and/or its renewable term. PACA shall give prompt written notice to AVENTURA whenever PACA becomes aware of any development that affects the scope of timing or the services to be performed by PAC A. ARTICLE 4 TERM AND TIME OF PERFORMANCE The initial term of this Agreement shall begin on February 1, 2009 or the date it is fully executed by both parties, whichever date is later, ("Effective Date") and shall continue in full force and effect for twenty (20) months unless terminated sooner as provided in Article 7 herein, with annual renewable terms, upon mutual agreement by PACA and AVENTURA at the City's discretion. If the term of this Agreement extends beyond a single fiscal year of PACA or of AVENTURA, the 6 continuation of this Agreement beyond the end of any fiscal year shall be subject to the appropriation and availability of funds in accordance with Chapter 129, Florida Statutes, and Sec 166.241 as amended from time to time. ARTICLE 5 COMPENSATION 5.1 The parties further agree as follows: 5.1.1 PAYMENTS TO PACA: AVENTURA agrees to pay PACA, in the manner specified in Section 5.2, as follows: . The total amount of Two Hundred Seventy Thousand Dollars ($270,000.00), a fee for Start-up Services. . The total amount of Seventy Two Thousand Dollars ($72,000.00), a fee for Post Start-up Services, Such amounts shall be accepted by PACA as full compensation for all such work, exclusive of payments AVENTURA shall make to reimburse PACA for costs associated with the agreed upon employees to staff the AACC . It is acknowledged and agreed by PAC A that this amount is the maximum payable and constitutes a limitation upon AVENTURA's obligation to compensate PACA for its services related to this Agreement. This maximum amount, however, does not constitute a limitation, of any sort, upon PACA's obligation to perform all items of work required by or which can be reasonably inferred from the Scope of Services. No amount shall be paid to PACA to reimburse its expenses. The compensation to be paid by AVENTURA to PAC A for the performance of its obligations under this Agreement and for its management, programming and operations support services of the Aventura Arts and Cultural Center is solely limited to the provisions stated in this Agreement. 5.1.2 REVENUES TO AVENTURA: PACA shall remit any payable revenues to AVENTURA, subject to the Ticketing Fee Structure in Exhibit C, attached hereto and incorporated herein. Should PAC A modify such fee structure, PACA shall notify AVENTURA in writing of such modification. PACA's fee structure utilized under this Agreement, shall be the same fee structure as PACA utilizes for all other entities for which it performs such ticketing services. In the event that PACA enters into a fee structure agreement with another entity and charges less fees, then PAC A shall immediately modify the fee structure, Exhibit "C" 7 accordingly. Such funds shall be made payable to "City of Aventura" and shall be forwarded each month to: City Manager Attn: Eric M. Soroka City of Aventura 19200 W. Country Club Drive Aventura, Florida 33180 AVENTURA may change any of the information provided under Section 5.1.2 herein by providing written notice of such change to Contract Administrator using the notice procedure under Section 7.13 "Notices." AVENTURA shall provide its federal identification number on the form provided by Contract Administrator at the time of AVENTURA's execution of this Agreement. 5.2 METHOD OF BILLING AND PAYMENT FOR AVENTURA'S PAYMENTS TO PACA 5.2.1 The fees for Start-up Services as stated in Section 5.1.1 shall be payable by AVENTURA to PACA as follows: Following the Effective Date of this Agreement, Nineteen Thousand Two Hundred Ninety ($19,290) is due every thirty (30) calendar day cycle for the first fourteen (14) months of the Agreement, for Start-up Services, as applicable. The fees for Post Start-up Services, as stated in section 5.1.1 shall be payable to PACA as follows: Beginning with the fifteenth month of the Agreement, and continuing through the end of Agreement, Twelve Thousand Dollars ($12,000.00) is due every thirty (30) calendar day cycle. PAC A will submit invoices for compensation following the end of each thirty (30) calendar day cycle, after the services for which invoices are submitted have been completed. An original invoice plus one (1) copy will be submitted by PACA to AVENTURA. Invoices shall designate the nature of the services performed for the period. 5.2.2 AVENTURA shall pay PACA within thirty (30) calendar days of the date of PACA's invoice statement. To be deemed proper, all invoices must comply with the requirements set forth in this Agreement. 5.2.3 AVENTURA shall make payments to PACA payable to "Performing Arts Center Authority" and forward to: PresidenUCEO Attn: Kelley Shanley, PresidenUCEO Performing Arts Center Authority Broward Center for the Performing Arts 8 201 Southwest Fifth Avenue Fort Lauderdale, Florida 33312 PACA may change any of the information provided under Section 5.2.3 herein by providing written notice of such change to Contract Administrator using the notice procedure under Section 7.13, "Notices." PACA shall provide its federal identification number on the form provided by AVENTURA at the time of PACA's execution of this Agreement. ARTICLE 6 AVENTURA'S RESPONSIBILITIES 6.1 AVENTURA shall reasonably assist PAC A by placing at PACA's disposal all information and documents that AVENTURA has available pertinent to the services stated in this Agreement including previous reports and any other data relative to management, programming and operations support, and usage of the Aventura Arts and Cultural Center. 6.2 AVENTURA shall arrange for access to, and make all provisions for, PAC A to enter upon AVENTURA's property at all reasonable times and upon prior reasonable notice, during each term of this Agreement as required for PACA to perform its services. 6.3 AVENTURA shall give prompt written notice to PACA whenever AVENTURA becomes aware of any development that affects the scope or timing of the services to be performed by PACA. 6.4 Except as herein otherwise set forth, throughout each term of this Agreement, AVENTURA shall maintain full beneficial use and ownership of the Aventura Arts and Cultural Center and will keep, observe and perform all payments, terms, covenants, conditions, and obligations under any agreements to which AVENTURA may be bound. 6.5 PAC A shall assist AVENTURA in securing all applicable licenses including, but not limited to, American Society of Composers, Authors and Publishers' licenses, in order to ensure that performances at the Aventura Arts and Cultural Center do not violate or infringe any copyright, patent, trademark, right of privacy or other statutory or common law right of any person or entity. 6.6 AVENTURA shall be solely responsible for all labor relations relating to AVENTURA's staff, volunteers and independent contractors used at the AACC, and for all labor relations associated with any and all trade or union representation among its employees, and shall negotiate and be responsible for adjusting and resolving any and all disputes between itself and its employees and any union representing such employees in a timely fashion. 9 Whenever AVENTURA has knowledge that any actual or potential labor dispute is delaying or threatens to delay its or PACA's performance obligations under this Agreement or any related agreement for the use of the Aventura Cultural Arts Center, AVENTURA shall promptly give written notice thereof to PACA. 6.7 AVENTURA warrants and represents to PACA that it has no knowledge of any material or adverse conditions pertaining to the plans of the Aventura Arts and Cultural Center, including, without limitation, the condition of the structure, its interior or the exterior, which would materially or adversely affect the ability of PACA to perform its obligations under this Agreement or materially or adversely affect the financial prospects for the Aventura Cultural Arts Center. If after completed construction of the Aventura Arts and Cultural Center, Aventura becomes aware of any material or adverse condition, including, without limitation, the condition of the structure, its interior or the exterior, which would materially or adversely affect the ability of PACA to perform its obligations under this Agreement or materially or adversely affect the financial prospects for the Aventura Arts and Cultural Center, it shall immediately provide written notice to PAC A of such conditions. 6.8 AVENTURA shall be solely responsible for all expenses incurred in connection with the management, use, occupancy, and operation of the Aventura Arts and Cultural Center, subject to the specific financial obligations of third parties under applicable Agreements, except as provided in Section 6.9 below, or as otherwise provided for herein. 6.9 PACA may present performances at the Aventura Arts and Cultural Center and assume the associated financial risk. The assumption of such financial risk shall be at PACA's sole discretion. Such performances shall be subject to approval in writing by AVENTURA, and such approval or denial shall be in its absolute and sole discretion. In such cases, PACA will request in writing, the specific date it is requesting and the purpose of the request. AVENTURA will use its best efforts to confirm or deny the use of the Aventura Arts and Cultural Center in writing within five (5) business days. PACA will be responsible for reimbursing AVENTURA for all direct costs associated with the performance(s) including but not limited to, stage labor, cleaning, outside equipment rental, event staff, and advertising. PACA will be responsible to pay rental fees only if the ticket revenue from the performance(s) exceeds the costs associated with the performance including but not limited to reimbursements to AVENTURA as listed above, artist fees, artist transportations costs, and advertising costs. 6.10 PAC A agrees that it will utilize written contracts for all License Agreements at the AACC in a form that is approved by AVENTURA, as may be amended from time to time. 6.11 The CITY has established an Arts and Cultural Center Department which reports to the City Manager. PACA shall be accountable to the City Manager. Neither the City Commission nor its members shall give orders to PACA, its employees or employees of the Arts and Cultural Center, either publicly or privately. Recommendations for improvements in the Arts and Cultural Center operations by Commissioners shall be made solely to and through the City Manager. 10 ARTICLE 7 MISCELLANEOUS 7.1 OWNERSHIP OF DOCUMENTS: PUBLIC RECORDS Both PAC A and AVENTURA are public entities organized under the laws of the State of Florida, and notwithstanding anything herein contained to the contrary; PACA and AVENTURA shall comply with the Public Records Law. Except as relating to confidential customer data and confidential ticket data, PACA and AVENTURA agree that the information, reports, data and other documents created by PAC A or on behalf of AVENTURA related to this Agreement shall become the jointly owned property of PACA and AVENTURA. Each party, as separate and independent owners, shall have the separate and independent right to use, photocopy and share with third parties, as it determines appropriate in its sole discretion such information, report, data and other documents separately and independently of the ownership rights of the other party and such party shall not be required to provide any notice or obtain any consent from the other party relating to such use. 7.2 TERMINATION 7.2.1 This Agreement may be terminated for cause by action of PACA's Board or PACA's PresidenUCEO or by A VENTURA's City Commission upon ninety (90) calendar days' prior written notice specifying the default or breach as furnished by the party that elected to terminate, provided that the default or breach is not cured within such period. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be terminated for convenience. This Agreement may be terminated by PACA's PresidenUCEO or the City Manager of AVENTURA upon such notice as such PresidenUCEO or the City Manager deems appropriate under the circumstances in the event that PACA's PresidenUCEO or the City Manager determines that termination is necessary to protect the public health, safety, or welfare. 7.2.2 Termination of this Agreement for cause shall include, but not be limited to, failure to suitably perform the work, failure to continuously perform the work in a manner calculated to meet or accomplish the objectives of PACA or AVENTURA as set forth in this Agreement, or breach of any of the provisions of this Agreement notwithstanding whether any such breach was previously waived or cured. 7.2.3 Notice of termination shall be provided in accordance with section 7.13. Notice of termination by PACA's PresidenUCEO or the City Manager which PACA's PresidenUCEO or the City Manager, respectively deems necessary to protect the public health, safety, or welfare may be verbal notice which shall be promptly 11 confirmed in writing within three (3) business days in accordance with section 7.13 of this Agreement. 7.2.4 In no event shall AVENTURA be liable to PACA for any additional compensation, upon such early termination only as provided for in section 7.2.1 above, beyond that earned in accordance with the schedule of payments provided in section 5.2.1 above other than that expressly provided herein, nor shall AVENTURA be liable to PAC A for any consequential or incidental damages. 7.2.5 Any termination for convenience or without cause shall be considered a breach of this Agreement. Any termination for convenience or without cause shall not relieve PACA or AVENTURA from any of their respective obligations or liabilities incurred by PACA or AVENTURA prior to the effective date of such termination including, without limitation, the payment of all fees owed to PACA or the payment by AVENTURA of all expenses incurred relating to the management, programming and operations support, and use of the Aventura Arts and Cultural Center. If this Agreement is terminated for convenience, without cause or expires, PAC A shall be entitled to use the Aventura Arts and Cultural Center for all PACA-presented existing, committed events, and PAC A shall be charged the applicable rate to meet performance commitments under existing Agreements with AVENTURA for such use. 7.3 AUDIT RIGHT AND RETENTION OF RECORDS Each party shall have the right to audit the books, records, and accounts of the other party that are related to this Agreement. Each party shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to this Agreement. Each party shall preserve and make available, at reasonable times for examination and audit (including copying) by the other party, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for a period of five (5) years after the termination or expiration of this Agreement provided that any applicable audits have been completed. If any audit has been initiated and audit findings have not been resolved at the end of the five (5) year retention period, the books, records, and accounts shall be retained until resolution of the audit findings. Each party acknowledges and agrees that the records, documents, data, studies, surveys, drawings, maps, models, photographs, and copies of reports which are maintained by the other party, including those records prepared by, provided by or received by either party relating to this Agreement are subject to Florida Public Records, subject to applicable exemptions under the Florida Public Records Law or federal law; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by either party. Any incomplete or incorrect entry in party's books, records, and accounts shall be a basis for the other party's disallowance and recovery of any payment upon such entry. 12 PACA shall permit AVENTURA, at all reasonable times and upon prior reasonable written notice, of at least ten (10) calendar days to audit, inspect, examine, and copy, at AVENTURA's sole expense, any and all of PACA's books, journals, ledgers, computer printouts, records, papers, reports, correspondence, memoranda, cash register records, and other documents and records of PACA which are related solely to the performance of services by PACA under this Agreement. Upon prior reasonable notice, AVENTURA shall have the right to make physical inventories of equipment, furnishings, and materials to assure that actual inventories agree with its records or the most current inventory list. PACA shall be promptly notified in writing of any and all discrepancies, excluding normal wear and tear of inventory items. 7.4 NONDISCRIMINATION. EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT Neither party shall unlawfully discriminate against any person in its operations and activities relating to this Agreement. Both parties shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA), including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. AVENTURA and PACA shall comply with Title I of the Americans with Disabilities Act regarding nondiscrimination on the basis of disability in employment. AVENTURA and PAC A shall take affirmative action to ensure that applicants for employment and employees are treated without regard to race, age, religion, color, gender, sexual orientation (Broward County Code, Chapter 16~), national origin, marital status, political affiliation, or physical or mental disability during employment. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. AVENTURA and PACA shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 16~). 7.5 PUBLIC ENTITY CRIMES ACT PACA further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as amended, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or regardless of whether PAC A has been placed on the convicted vendor list. 7.6 SUBCONSUL TANT PAC A may utilize sub consultants for the support services to be performed by PAC A for AVENTURA under this Agreement, subject to the Aventura Representative's written approval. In connection therewith, PAC A shall provide advanced written notification to 13 AVENTURA of its intent to use any sub consultant. To the extent permitted by Florida law, PACA shall be responsible for the acts or omissions of PACA's sub consultant, subject to applicable State of Florida or federal law and subject to the provisions of any applicable sub consultant's agreement. Furthermore, PACA's agreement with any sub consultant shall provide that the terms and conditions of this Agreement between AVENTURA and PAC A shall be incorporated by reference into such sub consultants' agreements applicable to all of PACA's sub consultants. PACA shall notify AVENTURA if it uses any sub consultants for the support services of the AVENTURA Cultural Arts Center and shall provide to AVENTURA copies of all sub consultant agreements. 7.7 ASSIGNMENT AND PERFORMANCE Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by either party, nor shall PACA not subcontract any portion of the work required by this Agreement except as stated in Section 7.6. PACA represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Services and to provide and perform such services to PACA's and AVENTURA's satisfaction. PACA shall perform its duties, obligations, and services under this Agreement in a skillful manner. The quality of PACA's performance and all interim and final services provided by PACA or on behalf of PACA shall be comparable to the best local and national standards. 7.8 GOVERNMENTAL IMMUNITY Nothing herein is intended to serve as a waiver of sovereign immunity by any party nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. AVENTURA is a municipality and PAC A is an independent special district and public body, a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, as amended. Each party agrees to be fully responsible for the acts and omissions of its agents or employees to the extent permitted by law. 7.9 INSURANCE PACA agrees to require from all licensees, users, promoters, exhibitors, concessionaires, or other persons contracting with AVENTURA (as required by their contracts) for use of the Aventura Arts and Cultural Center proper insurance certificates and other evidence of insurance (or a self-insurance program acceptable to AVENTURA Representative), indicating sufficient commercial general liability, automobile liability, workers' compensation, employer's liability and umbrella excess liability insurance coverage, as may be appropriate, and with minimum amounts as approved by AVENTURA in writing. Such required insurance shall be furnished and kept in force at all times during the term of the applicable agreement by all licensees, users, promoters, exhibitors, concessionaires, or other persons contracting with AVENTURA (as required by such contracts) for use of the Aventura Arts and Cultural 14 Center. All commercial general liability and umbrella excess liability insurance policies shall name the ''Performing Arts Center Authority" and "City of Aventura," as additional insureds on such policies. ALL INSURANCE COMPANIES PROVIDED SHALL: Be rated at least A- VII per Best's Key Rating Guide. All policies shall be Occurrence not Claims Made forms. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be cancelled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to AVENTURA by certified mail. AVENTURA and PACA shall provide, pay for, and maintain in force at all times during each term of this Agreement, all required insurance designated in 7.9.1, 7.9.2,7.9.3 and 7.9.4. Such policy or policies shall be issued by companies allowed to do business in the State of Florida and having agents upon whom service of process may be made in the State of Florida. Permission is granted for either AVENTURA or PACA to self-insure workers compensation and employer's liability or to participate in group self-insurance workers compensation and employer's liability program. AVENTURA shall specifically protect PACA and PACA's Board by naming the "Performing Arts Center Authority" and its directors, officers and employees as an additional insured under the AVENTURA Commercial General Liability Insurance policy hereinafter described, except that additional insured status shall not apply for the acts and/or omissions of PACA, and PACA's Board, its officers, employees, agents, contractors, subcontractors, and or volunteers. PACA shall specifically protect AVENTURA by naming "City of AVENTURA" as an additional insured under the PACA Commercial General Liability Insurance policy hereinafter described except that additional insured status shall not apply for the acts and/or omissions of AVENTURA, its City Commission, officers, employees, agents, contractors, subcontractors, and/or volunteers. AVENTURA and PACA shall have the following insurance: 7.9.1 Workers' Compensation Insurance to apply for all employees in compliance with the Workers' Compensation Law of the State of Florida and all applicable federal laws. 7.9.2 Employer's Liability Insurance with minimum limits of: $100,000 each accident; $100,000 each employee for disease; $500,000 disease aggregate. 7.9.3 Commercial General Liabilitv Insurance with minimum limits of One Million Dollars ($1,000,000.00) per occurrence combined single limit for bodily injury liability and property damage liability and Two Million Dollars ($2,000,000.00) annual aggregate. Coverage must be afforded on a form similar to the latest edition of the Commercial General Liability form, as filed by the Insurance Services Office for use in Florida, and must include: Premises and/or Operations Independent Contractors Products and Completed Operations Broad Form Property Damage 15 Contractual Liability Personal Injury Cross Liability and Severability of Interest Clause Personal and Advertising Injury Liability Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 7.9.4 PACA shall maintain Employee Theft Insurance or a fidelity bond covering, among other things, employee dishonesty or embezzlement. The policy or bond shall have minimum limits of Five Hundred Thousand Dollars ($500,000.00) per occurrence. 7.9.5 Within ten (10) calendar days after the complete execution of this Agreement, each party shall provide to the other party a Certificate of Insurance or a copy of all insurance policies required by Section 7.9 including all subsections thereunder. All certificates and endorsements required herein shall state that the other party shall be given thirty (30) calendar days written notice prior to expiration or cancellation of the policy. PACA'S liability insurance shall be primary to any liability insurance policies carried by AVENTURA. PACA shall be responsible for all deductibles and self-insured retention's on their insurance policies. 7.10 REPRESENTATIVE OF PAC A AND AVENTURA 7.10.1 The parties recognize that questions in the day-to-day performance of the services will arise. The Contract Administrator shall advise AVENTURA in writing of one (1) or more of PACA's employees to whom all communications pertaining to the day-to-day performance of the services shall be addressed. 7.10.2 Within five (5) calendar days of complete execution of this Agreement, AVENTURA shall inform the Contract Administrator in writing of AVENTURA's representative to whom matters involving the performances of the services shall be addressed if such person is different from the AVENTURA's representative listed in Article 1 . 7.11 ALL PRIOR AGREEMENTS SUPERSEDED This document incorporates and includes all prior negotiations, correspondence, conversations, oral agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, oral agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or other agreements whether oral or written. 7.12 AMENDMENTS It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed by both parties' authorized representatives with the same formality and of equal dignity herewith. 16 7.13 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by certified United States mail, return receipt requested and postage prepaid or by hand delivery with a request for a written receipt of acknowledgment of delivery, or by a nationally recognized overnight delivery service (e.g., Federal Express) addressed to the party for whom it is intended at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: FOR PACA: PresidenUCEO Attn: Kelley Shanley, PresidenUCEO Performing Arts Center Authority Broward Center for the Performing Arts 201 Southwest Fifth Avenue Fort Lauderdale, Florida 33312 FOR AVENTURA: City Manager Attn: Eric M. Soroka City of Aventura 19200 W. Country Club Drive Aventura, Florida 33180 Either Party may change its information by providing immediate written notice to the other party using the notices procedures hereunder. 7.14 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 17 7.15 INDEPENDENT CONTRACTOR PACA is an independent contractor under this Agreement. Services provided by PACA shall be subject to the supervision of PACA. In providing the services, PACA, its employees, or its agents shall not be acting and shall not be deemed as acting as officers, employees, or agents of AVENTURA. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. PACA may not bind or otherwise obligate AVENTURA without the express prior written consent of AVENTURA. None of the officers, directors, agents, or employees of PACA shall be or shall be deemed to be officers, directors, agents, or employees, of AVENTURA for any purpose whatsoever. None of the officers, directors, agents, or employees of AVENTURA shall be or be deemed to be officers, directors, agents, or employees of PACA for any purpose whatsoever. By entering into this Agreement, none of the parties hereto intend to create, nor shall this Agreement be deemed or construed as creating, any partnership, joint venture, agency or other legal relationship between AVENTURA and/or PACA, other than that of AVENTURA as owner of the Aventura Cultural Arts Center and PACA as independent contractor performing services relating to the management, programming and operations support of the Aventura Cultural Arts Center. 7.16 LIMITATION OF AUTHORITY PACA has no power or authority to bind or otherwise obligate AVENTURA in any manner without the prior written consent of AVENTURA, except as expressly provided for herein. AVENTURA has no power or authority to bind or otherwise obligate PACA in any manner without the prior written consent of P ACA, except as expressly provided for herein. 7.17 THIRD PARTY BENEFICIARIES Neither AVENTURA nor PACA intends to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. 7.18 CONFLICTS AVENTURA acknowledges that PACA operates and manages other performing arts centers which may, from time to time, be in competition with the Aventura Arts and Cultural Center. The parties expressly acknowledge and agree that the operation and management of such competing facility by PACA will not, in and of itself, be deemed to be a conflict of interest or breach of PACA's duties hereunder. 18 7.19 CONTINGENCY FEE PACA warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for PACA, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for PACA, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, AVENTURA shall, at its sole discretion, have the right to terminate this Agreement without liability, or to increase the Agreement price by, or otherwise recover the full amount ot such fee, commission, percentage, gift or consideration. 7.20 WAIVER OF BREACH AND MATERIALITY Failure by PACA or A VENTURA to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. PAC A and AVENTURA agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. 7.21 COMPLIANCE WITH LAWS PACA and AVENTURA agree that each of them shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Agreement. PAC A shall not be liable for any violation, or non-observance of, or noncompliance with, any of the aforementioned laws, ordinances, orders, directives, rules, or regulations by any tenant, concessionaire, or other persons at the Aventura Arts and Cultural Center during any term of this Agreement, except those engaged by PACA, or PACA's sub consultants, in connection with PACA's performance of services or its other obligations under this Agreement. AVENTURA shall not be liable for any violation, or non-observance of, or non- compliance with any of the aforementioned laws, ordinances, orders, directories, rules or regulations by PACA, its agents, employees or contractors. AVENTURA shall be responsible for acquiring any and all ownership and title to all intellectual property rights of whatsoever value, which shall be held in AVENTURA's name and which shall remain in the name of AVENTURA throughout each term of this Agreement. 7.22 SEVERANCE In the event any provisions of this Agreement are found by a court of competent jurisdiction 19 to be invalid or unenforceable, the remaining provisions shall continue to be effective to the maximum extent permitted by Florida law, unless AVENTURA (through its City Manager) or PACA (through PACA's Board or PACA's PresidenUCEO) elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) calendar days after the finding by the court becomes final. 7.23 JOINT PREPARATION Preparation of this Agreement including any amendment(s) thereto have been a joint effort of PACA and AVENTURA, and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 7.24 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 7.25 JURISDICTION. VENUE, WAIVER OF JURY TRIAL This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. All parties agree and accept that jurisdiction of any controversies or legal problems arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder, shall be in the state courts of the Eleventh Judicial Circuit in Miami-Dade County, Florida or the Seventeenth Judicial Circuit in Broward County, Florida, and venue for litigation arising out of this Agreement shall be in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. By entering into this Agreement, AVENTURA and PACA hereby expressly waive any rights either party may have to a trial by jury in any civil litigation which is in any way related to this Agreement. 7.26 DELEGATION OF AUTHORITY (a) PACA (and/or PACA's PresidenUCEO) and AVENTURA (and/or AVENTURA Representative) may delegate in writing their responsibilities under this Agreement to one or more authorized person(s) employed or retained by AVENTURA or PAC A. (b) PAC A delegates to PACA's PresidenUCEO and AVENTURA delegates to the City Manager/AVENTURA representative the authority to amend or revise the Licensing Agreement with the written approval of each party to this Master Agreement. 7.27 I NCORPORA TION BY REFERENCE The "Whereas" clauses are incorporated into and made a part of this Agreement. 20 7.28 COUNTERPARTS This Agreement may be executed in three (3) counterparts or more, each of which shall be deemed to be an original. 7.29 EFFECTIVE DATE The effective date of the parties' original Agreement shall be the date of complete execution by the parties. [THIS SPACE INTENTIONALLY LEFT BLANK] 21 IN WITNESS WHEREOF, the parties hereto have made and executed this AGREEMENT on the respective dates under each signature: PERFORMING ARTS CENTER AUTHORITY, signing by and through its Chair or Vice Chair, authorized to execute same by Board action on the day of ,20_, and CITY OF AVENTURA, signing by and through its City Manager, duly authorized to execute same. PAC A PERFORMING ARTS CENTER AUTHORITY, an independent special district and a public body politic and corporate ATTEST: By PACA's Board Secretary Chair (SEAL) Day of ,20 Approved as to form by PACA's General Counsel, County Attorney, Broward County Attorney's Office, in the City of Fort Lauderdale Broward County, Florida By Andrea S. Froome (Date) Assistant County Attorney 22 AGREEMENT BETWEEN PERFORMING ARTS CENTER AUTHORITY AND CITY OF AVENTURA FOR STARTUP SERVICES, MANAGEMENT, PROGRAMMING AND OPERATIONAL SUPPORT SERVICES FOR THE AVENTURA ARTS AND CULTURAL CENTER SERVICES AVENTURA CITY OF AVENTURA, a municipality in the State of Florida By Eric M. Soroka, City Manager _ Day of ,20 ATTEST: City Clerk APPROVED AS TO FORM: By Weiss Serota Helfman Pastoriza Cole & Boniske, P.A. City Attorney (SEAL) 23 Exhibit A Start Up Services - PACA February 2009 to March 2010 Phase I Strategic Planning and Guidance . Review AMS business plan in context of current environment . Conduct key informant interviews with advisory board members and user groups identified by COA . Provide advice and guidance to the City of Aventura (COA) on matters relating to the operation and management of the Aventura ACC . Develop performance measures, key intended outcomes and related criteria. . Advise on fee structure, types of use, and related implications. . Prepare recommended staffing structure and timeline for hiring Phase 2 Staffing and Human Resources PACA will provide management and supervision of all staff and services necessary for the successful operation of the Aventura PAC. These functions include: General Management and Administration Event Services Production and Technical Services Ticketing Services Programming Specific staff requirements, contract service requirements, and related funding to be determined during pre-opening phase. For all required staff positions determined during this phase, PAC A will: . Provide job descriptions and recommended salary ranges . Conduct search and selection process. . Provide Aventura AAC (Arts & Cultural Center) employees on the job training at the Broward Center and other affiliated venues. . Provide guidelines and recommend options for volunteer program . Establish employee evaluation criteria and performance measures . Recruit and train volunteer staff Operations . Review plans and advise as a facility operator on potential design and construction issues which could impact ongoing operational efficiencies and procedures. . Provide suggested guidelines for daily operations, i.e.- hours of operation, energy 24 management, event staff reporting times/duties, emergency procedures, building security, deliveries, and parking. . Develop policies and procedures for communicating facility services needs with appropriate responsible parties. Event Services . Establish rental guidelines and fee structure for the use of the Aventura ACC . Prepare standard rental agreement. . Advise Aventura ACC on concessions options. . Evaluate and recommend scheduling software options. Programming . Develop recommended programming mix that recognizes the role of programming in achieving the outcomes listed above. . Provide City Manager with a summary of programming options and the related economic models. . Book performances and events on behalf of COA for grand opening and other desired programming. . Develop related budget and possible scenarios for achieving recommended mix by utilizing rental activity, co-promotion and self-presentation. . Work with City Staff to determine potential demand for arts education programs and summer arts camp. Marketing . Provide guidance on logo development and general communications/positioning strategy for AACC. . Provide guidance on website development and launch. . Develop templates with respect to event marketing. . The Aventura Arts & Cultural Center's (AACC) web site link will be featured as an affiliated venue on the Broward Center, Parker Playhouse and Miniaci Performing Arts Center web sites in the Tickets and Events sections. . Ticketed events at the Aventura Arts & Cultural Center will be included in the Broward Center's monthly calendar of events which shall be e-mailed to the Broward Center database. Finance and Accounting . Provide COA staff with an overview of industry related accounting practices and guidelines. . Assist COA staff with the development of accounting policies and procedures for the Aventura PAC operating budget and event accounting. . Prepare and recommend operating and programming budgets for the Aventura ACC. . Design procedures to provide for the budgeting and accounting for events that are funded by COA and facilitated by PAC A. Production and Technical Services . Advise on the specifications and acquisition of sound, lighting and technical equipment for 25 the Aventura ACC. . Oversee and advise on preparation of Technical specifications package . Ticketing Services PACA will provide Ticketing Services subject to the Ticketing Fee Structure schedule attached. These services include: . Ticketing software and setup for ACC. . Telephone sales services . Internet ticketing fully integrated with the ACC's website . Group sales services . Guidelines and structure for onsite ticket sales (COA to provide related equipment, computer hardware and on-site staff) . Guidelines and procedures for the operation of the on-site box office. 26 Exhibit B Post Start-Up Services Strategic Planning and Guidance . Provide continued general guidance on the marketing and operation of the Aventura PAC. . Update performance measures, key intended outcomes and related criteria based on changes in overall goals of the COA and changing conditions. Staffing and Human Resources . Manage and supervise all staff and volunteers of the Aventura ACC. . Provide ongoing guidance on staffing structure, job descriptions and recommended pay ranges as needed. . Assist with search and selection process. . Provide Aventura PAC employees on the job training at the Broward Center and affiliated venues. . Advise on employee evaluation criteria and performance measures Operations . Provide ongoing guidance related to daily operations, ie.- hours of operation, energy management, event staff reporting times/duties, emergency procedures, building security, deliveries, and parking. Event Services . Provide complete event services to users of the Aventura PAC. . Provide leads and referrals for rental activity. . Ongoing guidance on scheduling conflicts and priorities. Programming . Ongoing guidance regarding programming strategy and the role of programming in achieving the outcomes listed above. . Book performances on behalf of COA as needed. . Update budget and possible scenarios for achieving recommended mix by utilizing rental activity, co-promotion and self-presentation . Shall survey patrons of the AACC to provide feedback on the performances and events held at the AACC for evaluation purposes and provide results to COA.. Finance and Accounting . Provide all event accounting services. Education and Community Relations Programs . Identify opportunities for community engagement, with specific emphasis on education. . Advise on and coordinate educational and community relations programs. 27 Production and Technical Services . Provide ongoing guidance on issues related to Technical Production Ticketing Services . Telephone sales services . Internet ticketing fully integrated with the Aventura PAC website . Group sales services . Oversee onsite tickets sales (COA to provide related equipment, computer hardware and on-site staff.) . Provide ongoing guidance on issues related to Box Office operations Marketing . The Aventura Arts & Cultural Center's (AACC) web site link will be featured as an affiliated venue on the Broward Center, Parker Playhouse and Miniaci Performing Arts Center web sites in the Tickets and Events sections. . Ticketed events at the Aventura Arts & Cultural Center will be included in the Broward Center's monthly calendar of events which shall be e-mailed to the Broward Center database. 28 Exhibit C Aventura Arts and Cultural Center Ticketing Fee Schedule (01-16-09) Client/User** AACC Box Office Fee Credit Card Transaction Fee Group Sales Ticket Printing Fee (comps & consignment per ticket) Ticket Master Fee* Commercial 3.50% 4.00% 10.00% $0.50 3.50% Non Profit 2.50% 4.00% 10.00% $0.25 3.50% Client/User fees will be deducted at settlement. FL Sales Tax, as applicable, is included in the face value of the ticket and will be deducted from settlement proceeds. * Subject to Ticket Master fee changes. ** Unless indicated by AACC, all ticketing fees are retained by PACA. Ticket Purchaser** Processing Fees Phone & Web Phone & Web (per order) Walk-Up (per ticket) Groups (per ticket) Select Subscription Series (per order) Entourage (per order) 10.50% $2.00 $1.00 $1.00 $7.00 $7.00 7.50% $2.00 $1.00 $1.00 $7.00 $7.00 12.50% $2.00 $1.00 $1.00 $7.00 $7.00 Ticket Purchaser processing fees will be added to face value of the ticket. FL Sales Tax, as applicable, is included in the face value of the ticket and will be deducted from settlement proceeds. ** Unless indicated by AACC, all ticketing fees are retained by PACA. Non-profit groups who utilize their subscription base to distribute tickets will only be responsible for the ticket printing fee. 29