2009-13RESOLUTION NO. 2009-13
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY
MANAGER TO EXECUTE AND OTHERWISE ENTER INTO
THAT CERTAIN AGREEMENT BY AND BETWEEN
PERFORMING ARTS CENTER AUTHORITY AND THE
CITY OF AVENTURA FOR STARTUP SERVICES,
MANAGEMENT, PROGRAMMING AND OPERATIONAL
SUPPORT SERVICES FOR THE AVENTURA ARTS AND
CULTURAL CENTER; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Commission hereby authorizes the City Manager to
execute and otherwise enter into that certain Agreement, a copy of which is attached
hereto, by and between Performing Arts Center Authority and the City of Aventura for
startup services, management, programming and operational support services for the
Aventura Arts and Cultural Center.
Section 2. The City Manager is hereby authorized to do all things necessary to
carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Diamond, who moved
its adoption. The motion was seconded by CommissionerWeinberg, and upon being put
to a vote, the vote was as follows:
Commissioner Zev Auerbach no
Commissioner Bob Diamond
Commissioner Teri Holzberg ~s_
Commissioner Michael Stern yes
Commissioner Luz Urbaez Weinberg yes
Vice Mayor Billy Joel Yes.
Mayor Susan Gottlieb
Resolution No. 2009- /3
Page 2
PASSED AND ADOPTED this 3rd day of February, 2009.
GOTl'LIEB, MAYO
ATTEST:
1~
E ESA M. SO , MMC
Y CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
G~ " " l
CITY ATTORNEY
EMS/tms
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)".
W I T N E S S E 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
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WHEREAS, PACA 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
PACA 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 atwenty-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 President/CEO 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 President/CEO 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.
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1.6 Fiscal Year: PACA 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 PACA 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 AVENTURA is the presenter
and is responsible for all costs associated with the presentation. PACA 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 PACA is the presenter and
is responsible for all costs associated with the presentation as provided for in this
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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, PACA 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
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the City Manager and the PACA President/CEO.
2.5 SCOPE OF SERVICES: START UP SERVICES
2.5.1 Engagement, Rights, and Responsibilities: AVENTURA hereby engages PACA 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.
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 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 "City 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
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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.
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 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
the City Manager and the PACA President/CEO.
3.5 SCOPE OF SERVICES: POST START UP SERVICES
3.5.1 Engagement, Rights, and Responsibilities: AVENTURA 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 PACA.
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
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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 PACA 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 PACA 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 PACA 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 PACA shall immediately modify the fee structure, Exhibit "C"
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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.
PACA 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:
President/CEO
Attn: Kelley Shanley, President/CEO
Performing Arts Center Authority Broward Center for the Performing Arts
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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 PACA 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, PACA 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 PACA 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
pertormances 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.
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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 PACA 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 PACA 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.
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ARTICLE 7
MISCELLANEOUS
7.1 OWNERSHIP OF DOCUMENTS: PUBLIC RECORDS
Both PACA 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 PACA 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
President/CEO or by AVENTURA'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 President/CEO or the City Manager of AVENTURA upon such
notice as such President/CEO or the City Manager deems appropriate under the
circumstances in the event that PACA's President/CEO 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 President/CEO or the City Manager which PACA's
President/CEO or the City Manager, respectively deems necessary to protect the
public health, safety, or welfare may be verbal notice which shalt be promptly
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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 PACA 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, PACA shall be entitled to use the Aventura
Arts and Cultural Center for all PACA-presented existing, committed events, and
PACA 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.
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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 PACA 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'/2), 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'/2).
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
PACA has been placed on the convicted vendor list.
7.6 SUBCONSULTANT
PACA may utilize sub consultants for the support services to be performed by PACA for
AVENTURA under this Agreement, subject to the Aventura Representative's written
approval. In connection therewith, PACA 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 PACA
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 PACA
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 Liability 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 PACA 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:
President/CEO
Attn: Kelley Shanley, President/CEO
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.
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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 PACA, 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.
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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 of, such fee, commission,
percentage, gift or consideration.
7.20 WAIVER OF BREACH AND MATERIALITY
Failure by PACA or AVENTURA 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.
PACA 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.
PACA 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 President/CEO) 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 President/CEO) 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 PACA.
(b) PACA delegates to PACA's President/CEO 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 INCORPORATION BY REFERENCE The "Whereas" clauses are incorporated into and
made a part of this Agreement.
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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]
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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.
ATTEST:
PACA's Board Secretary Chair
(SEAL)
PACA
PERFORMING ARTS CENTER AUTHORITY, an
independent special district and a public body politic and
corporate
By
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
ATTEST:
City Clerk
(SEAL)
Eric M. Soroka, City Manager
Day of , 20
APPROVED AS TO FORM:
By
Weiss Serota Helfman Pastoriza Cole & Boniske,
P.A.
City Attorney
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
Stang 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, PACA
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 PACA.
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
~ a
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.
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Client/User** Commercial Non Profit.
AACC Box Office Fee 3.50% 2.50%°
Credit Card Transaction Fee 4.00% 4.00%
Group Sales 10.00% 10.00%
Ticket Printing Fee (comps & consignment per ticket) $0.50 $0.25
Ticket Master Fee* 3.50% 3.50%
Aventura Arts and Cultural Center
Ticketing Fee Schedule (01-16-09)
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)
Exhibit C
Aventura Based Education w/ Ticket All Other
Non-Profits Prices < $12
10.50% 7.50% 12.50%
$2.00 $2.00 $2.00
$1.00 $1.00 $1.00
$1.00 $1.00 $1.00
$7.00 $7.00 $7.00
$7.00 $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