2012-39 RESOLUTION NO. 2012-39
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO
EXECUTE THE ATTACHED AGREEMENT BETWEEN THE CITY OF
AVENTURA AND PERFORMING ARTS CENTER AUTHORITY FOR
MANAGEMENT, PROGRAMMING AND OPERATIONAL SUPPORT
SERVICES FOR THE AVENTURA ARTS & 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 Manager is hereby authorized to execute the attached
Agreement between the City of Aventura and Performing Arts Center Authority for
management, programming and operational support services for the Aventura Arts &
Cultural Center.
Section 2. The City Manager is hereby authorized to do all things necessary to
carry out the aims of this Resolution and the Agreement.
Section 3. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Auerbach, who moved its
adoption. The motion was seconded by Commissioner Joel, and upon being put to a vote, the
vote was as follows:
Commissioner Zev Auerbach yes
Commissioner Bob Diamond yes
Commissioner Billy Joel yes
Commissioner Michael Stern yes
Commissioner Luz Urbaez-Weinberg yes
Vice Mayor Teri Holzberg absent
Mayor Susan Gottlieb yes
Resolution No. 2012-39
Page 2
PASSED AND ADOPTED this 4th day of September, 2012.
Jr
Sus-1f" o lieb, Mayor
ATTEST:
41' L .14a)1.
resa M. : • • a, MC
Clerk
Approved as to Form and Legal Sufficiency:
L-4.6 "\
City Attorney
Cie
AGREEMENT
Between
PERFORMING ARTS CENTER AUTHORITY
and
CITY OF AVENTURA
(iwe for
MANAGEMENT, PROGRAMMING AND OPERATIONAL SUPPORT SERVICES FOR THE
AVENTURA ARTS & CULTURAL CENTER
AGREEMENT
Between
PERFORMING ARTS CENTER AUTHORITY
and
CITY OF AVENTURA
for
MANAGEMENT, PROGRAMMING AND OPERATIONAL SUPPORT SERVICES FOR THE
AVENTURA ARTS & 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.
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 is the owner of the Aventura Arts & Cultural Center ("AACC") in
Miami-Dade County, Florida, which is used for all types of cultural, artistic, musical, educational,
and promotional events; and
Ar
WHEREAS, PACA may make and enter into contracts relating to its purposes as stated
ilbe herein in accordance with the Act; and
WHEREAS, PACA and AVENTURA agree to enter into this Agreement wherein PACA
NIW agrees to provide management, programming, and operational su pp ort services relating to the
AACC for the term stated in Article 4 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 through7, 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
(61 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 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.
1.6 Fiscal Year: PACA and AVENTURA's Fiscal Year, which commences on October 1 and ends
on September 30 of the following year.
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1.7 Aventura Representative: The person from time to time designated in advance in writing as
the AVENTURA Representative. At the time of execution of this Agreement, AVENTURA
designates the City Manager or written 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, marketing,
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 Services: Management, programming and operational support services for the AACC.
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 AACC.
1.11 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.
1.12 Ticketing Services: means provision of systems and services for the efficient and effective
(ire distribution of tickets to events at the AACC. Such services may utilize PACA and/or
AVENTURA's employees, independent contractors, volunteers or agents.
1.13 User: An entity which has entered into a rental agreement (also referred to as "Licensing
Agreement") with AVENTURA for the use of the AACC.
1.14 Licensee: Any third party who enters into a License Agreement.
1.15 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 artist on behalf of AVENTURA as provided for in this Agreement.
1.16 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
Agreement.
ARTICLE 2
SCOPE OF SERVICES:
2.1 PACA's management, programming, and operational support services shall include strategic
planning and guidance, staffing, operations, event services, programming, finance and
accounting, institutional and show marketing, production and technical services and ticketing
services for AACC. PACA shall provide all services as set forth in Article 3 herein including
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all necessary, incidental, and related services required by the Scope of Services.
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
(100? this Agreement. Time of performance or scheduling revisions may be agreed to in writing by
the City Manager and the PACA President/CEO.
2.5 SCOPE OF SERVICES
2.5.1 Engagement, Rights, and Responsibilities: AVENTURA hereby engages PACA to
provide management, programming, marketing and operations support 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."
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's City Manager or his/her written
designee requests in writing from time to time, and the AACC shall be referred to as
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the "Aventura Arts & 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, with at least ninety (90) calendar days prior written notice to PACA in
accordance with the notices procedures stated in section 7.13 herein.
ARTICLE 3
FOOD AND BEVERAGE SERVICES
3.1 PACA agrees to be the primary provider of food and beverage services ("FBS"), to include
concessions and catering services, at the AACC. In order to comply with liquor licensing
requirements, AVENTURA acknowledges that PACA shall be the exclusive provider of all
alcoholic beverage services at the AACC.
3.2 PACA shall have the ability to subcontract work at its discretion. In the event of a third party
caterer providing services, gross commissions paid to PACA shall be considered as
revenues for purposes of calculating monthly net operating results.
3.3 The term for the grant of the FBS' provision shall run concurrent with the Agreement for
management services in effect between PACA and AVENTURA, including any extensions or
renewals effected to the initial agreement. Notwithstanding the above, either party shall have
the right to terminate for convenience the provision of primary food and beverage services
upon giving ninety (90) calendar days' notice in writing to the other party of the intent to
terminate.
3.4 PACA shall be primarily responsible for the staffing of food and beverage services at AACC.
Both parties acknowledge that direct labor expenses incurred in the delivery of services, to
include on-site supervisory and service personnel, shall be considered as operating
expenses for the purpose of determining monthly net operating expenses. Full-time PACA
management personnel engaged in the periodic oversight of the services shall not be
considered as operating expenses.
3.5 PACA shall receive all revenues and shall be responsible for all operating expenses
associated with the food and beverage services at the AACC. In consideration for this
granting of such primary rights, PACA shall remit an amount equal to fifty percent (50%) of
net profits, to be calculated on a monthly basis, to AVENTURA. In the event that in a given
month FBS revenues do not exceed FBS expenses resulting in net profits ("net profits"),
PACA shall not remit any funds to AVENTURA, and AVENTURA shall not be responsible for
any portion of the losses incurred as a result of such operations. However, PACA shall be
permitted to cross-collateralize months for purposes of recouping losses; therefore, should
an operating loss be incurred in any month and incurred by PACA, PACA shall be entitled to
retain AVENTURA's portion of future profits up until such time that all prior losses are
reimbursed or recouped by PACA ("cross-collateralize"). There shall be no minimum
guarantee, nor maximum cap, of net revenues to AVENTURA.
3.6 The liquor license shall be in the name of PACA in the name of "Performing Arts Center
Authority." PACA shall be responsible for maintaining the license, and AVENTURA shall
assist in the process as necessary with any necessary signature or administrative documents
(11•1 to be signed by PACA's President and CEO and AVENTURA's City Manager. The annual
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(11..1 license fees shall be considered an operating expense of the food and beverage services
and shall be amortized equally on a monthly basis over each operating year.
ARTICLE 4
TERM AND TIME OF PERFORMANCE
The initial term of this Agreement shall begin on October 1, 2012. ("Effective Date"), and it
shall continue in full force and effect for thirty six (36) months through September 30, 2015, unless
terminated sooner as provided in Article 7 herein Thereafter, the Agreement shall be subject to
renewable one-year terms not-to-exceed a total of five (5) one-year terms, upon mutual written
amendment to this 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 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, as amended, and Florida Statutes Section
166.241, as amended.
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.
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 AACC is solely limited to the provisions stated in
this Agreement.
5.1.2 REVENUES TO AVENTURA:
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PACA shall remit any revenues payable to AVENTURA, subject to the Ticketing Fee
(liwe Structure in Exhibit "B", 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 "B" accordingly. Such funds shall be made payable to "City of Aventura" and
shall be forwarded or wired each month to:
City Manager
Attn: Eric M. Soroka, City Manager
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 Services as stated in Section 5.1.1 shall be payable by AVENTURA to
PACA as follows:
Commencing with the Effective Date of this Agreement, The fees for Services, as
stated in section 5.1.1 shall be payable to PACA as follows: Eleven Thousand Dollars
($11,000.00) is due every thirty (30) calendar day cycle. In the event the net revenues
generated by the AACC for the period of October 1, 2012 through September 30,
2013, equal at least Two Hundred Thousand Dollars ($200,000.00) , PACA shall be
paid an additional Twelve Thousand Dollars ($12,000.00) for the period no later than
October 30, 2013. If the gross revenues exceed Two Hundred and Ten Thousand
Dollars ($ 210,000.00) for the period of October 1, 2013 through September 30, 2014,
PACA shall be paid an additional $12,000 for that period no later than October 30,
2014. If the gross revenues exceed Two Hundred Twenty-five Thousand Dollars
($225,000.00) for the period of October 1, 2014 through September 30, 2015, PACA
shall be paid an additional $12,000 for that period no later than October 30, 2015.
Net revenues as used in this section shall include ticket sales for AACC Presents
performances, box office fees, facility fees, facility rent, service package fees,
production service fees, net food & beverage revenues, parking revenue and any
other net revenues generated by the operations of the AACC from the users of the
AACC.
(11.1 Commencing on October 1, 2013, the fees for services paid to PACA shall be
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(he increased by three percent (3%) and then on October 1, 2014, the fees for services
paid to PACA shall be increased by three percent (3%) or the consumer price index
for that date, whichever is less.
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 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
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 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 AACC.
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 written notice, within ten (10) calendar days, to PACA whenever
AVENTURA becomes aware of any development that affects the scope or timing of the
services to be performed by PACA.
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6.4 Except as herein otherwise set forth, throughout each term of this Agreement, AVENTURA
shall maintain full beneficial use and ownership of the AACC 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
performances at the AACC 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.
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 AACC, AVENTURA shall give written notice within ten
(10) calendar days 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 AACC, including, without limitation, the
Co' 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 AACC. If 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 AACC, 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 AACC, 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 AACC 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 & 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
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(hw 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 At AVENTURA's request, PACA shall provide Programming and Booking Services, as
described in Exhibit "A." PACA will book up to five (5) performances and events per year of
this Agreement on behalf of AVENTURA. AVENTURA shall have the right to decrease or
increase the annual number of performances booked by PACA on AVENTURA's behalf.
6.11 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.
6.12 The CITY has established an Arts & 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 & Cultural
Center, either publicly or privately. Recommendations for improvements in the Arts & Cultural
Center operations by Commissioners shall be made solely to and through the City Manager.
ARTICLE 7
MISCELLANEOUS
7.1 RIGHTS AND OWNERSHIP OF DOCUMENTS; PUBLIC RECORDS
(kW 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. If a copyright is claimed by either
party,as to any work related to this Agreement, the other party grants a non-exclusive
license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to
make and distribute copies to the public. Except as relating to confidential customer data,
confidential ticket data and any other information and materials determined by Florida's laws
(as amended) to be confidential as to a public entity, 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
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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, "NOTICES,"
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 shall be promptly 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 AACC. If this Agreement is terminated for convenience, without cause
or expires, PACA shall be entitled to use the AACC 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.
7.2.6 In the event this Agreement is terminated for convenience, PACA shall be
paid for any services properly performed under the Agreement through the
termination date specified in the written notice of termination subject to the
provisions stated herein. Each party acknowledges and agrees that it has received
good, valuable and sufficient consideration from the other party, the receipt and
adequacy of which are, hereby acknowledged by each party, for the other party's
right to terminate this Agreement for convenience.
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(11W 7.2.7 As applicable, the Agreement may also be terminated for cause if AVENTURA
or PACA is placed on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List
created pursuant to Section 215.473, Florida Statutes, as amended or if PACA or
AVENTURA provides a false certification submitted pursuant to Section 287.135,
Florida Statutes, as amended.
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.
PACA shall permit AVENTURA, at all reasonable times and upon prior 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 notified within ten
(10) calendar days in writing of any and all discrepancies, excluding normal wear and tear of
inventory items.
7.4 EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT
CP' - 12 -
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 not unlawfully discriminate on the basis of race, color, national
origin, sex, religion, age, marital status, political affiliation, familial status, disability, sexual
orientation, pregnancy, or gender identity and expression in the performance of this
Agreement, the solicitation for or purchase of goods or services relating to this Agreement, or
in subcontracting work in the performance of this Agreement and shall not otherwise
unlawfully discriminate in violation of the Broward County Code, Chapter 16%, as amended.
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%, as
amended).
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 subconsultants 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
AVENTURA of its intent to use any subconsultant. 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 subconsultant shall
provide that the terms and conditions of this Agreement between AVENTURA and PACA
shall be incorporated by reference into such subconsultants' agreements applicable to all of
PACA's subconsultants. PACA shall notify AVENTURA if it uses any subconsultants for the
support services of the AVENTURA Cultural Arts Center and shall provide to AVENTURA
copies of all subconsultant agreements.
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Li 7.7 ASSIGNMENT AND PERFORMANCE
Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered
by either party, nor shall PACA 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 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
7.9.1 PACA agrees to require from all licensees, users, promoters, exhibitors,
concessionaires, or other persons contracting with PACA or AVENTURA (as required
by their contracts) for use of the AACC 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 PACA or
AVENTURA (as required by such contracts) for use of the AACC. 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,
- 14-
41010 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 7.9.2.1, 7.9.2.2,
7.9.2.3, and 7.9.2.4.
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 name "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.
(ilrf 7.9.2 AVENTURA and PACA shall have the following insurance:
7.9.2.1 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.
7.9.2.2 Employer's Liability Insurance with minimum limits of: $100,000 each
accident; $100,000 each employee for disease; $500,000 disease
aggregate.
7.9.2.3 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
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
tire coverage equal to those required for Bodily Injury Liability and Property
- 15 -
Damage Liability.
7.9.2.4 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.
7.9.3 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. Each
party shall be responsible for all deductibles and self-insured retention's on its 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. Such person may be changed in writing from time to time by
AVENTURA's City Manager.
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.
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Le 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 Manager
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.
(1•1 - 1 7 -
co„ 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 AACC and PACA as independent contractor performing services relating to the
management, marketing, programming and operations support of the AACC.
7.16 LIMITATION OF AUTHORITY
(111, 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 AACC. 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.
7.19 CONTINGENCY FEE
PACA warrants that it has not employed or retained any company or person, other than a
- 18 -
(1100 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 adjust 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 (as amended from time to time) 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 AACC during any term of this Agreement,
except those engaged by PACA, or PACA's subconsultants, 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 noncompliance 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
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
- 19-
toe 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 form of Licensing
Agreement for the use of the AACC, which is referred to herein on behalf of each respective
party.
7.27 INCORPORATION BY REFERENCE
The truth and accuracy of each 'Whereas" clause set forth above is acknowledged by the parties.
The "Whereas" clauses are incorporated into and made a part of this Agreement The attached
tee Exhibits "A" and "B" 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 this Agreement shall be the date of complete execution by the parties.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
Cie
(kw -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, and CITY OF AVENTURA, signing by and through its City
Manager, duly authorized to execute same.
PACA
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
Coe
Approved as to form by PACA's General Counsel,Joni
Armstrong Coffey, Broward County Attorney, in Fort
Lauderdale Broward County, Florida
By
Andrea S. Froome (Date)
Senior Assistant County Attorney
(Ne -22 -
Li AGREEMENT BETWEEN PERFORMING ARTS CENTER AUTHORITY AND CITY OF
AVENTURA FOR, MANAGEMENT, PROGRAMMING AND OPERATIONAL SUPPORT SERVICES
FOR THE AVENTURA ARTS AND CULTURAL CENTER
AVENTURA
CITY OF AVENTURA, a municipality in the
State of Florida
By
Eric M. Soroka, City Manager
day of , 20 .
ATTEST:
APPROVED AS TO FORM:
City Clerk
By
Weiss Serota Helfman Pastoriza Cole
& Boniske, P.L.
City Attorney
(SEAL)
(Ire -23-
Cry Exhibit A
Services
PACA shall provide the following services to AVENTURA for the AACC:
Strategic Planning and Guidance
• Provide continued general guidance on the marketing and operation of AACC.
• Update performance measures, key intended outcomes and related criteria based on
changes in overall goals of the CITY OF AVENTURA COA") and changing conditions.
• Provide general guidance on the marketing and operation of the AACC.
Staffing and Human Resources
• Manage and supervise all staff and volunteers of the AACC.
• Provide ongoing guidance on staffing structure, job descriptions, and recommended
pay ranges as needed.
• Assist with search and selection process.
• Provide AVENTURA's AACC employees on the job training at various locations such
as the Broward Center and affiliated venues.
• Advise on employee evaluation criteria and performance measures
Operations
• Provide ongoing guidance related to daily operations, that is, hours of operation,
r„r energy management, event staff reporting times/duties, emergency procedures,
building security, deliveries, and parking.
Event Services
• Provide complete event services to users of the AACC.
• 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.
Book five (5) performances and events on behalf of AVENTURA of the local, national, and state
touring caliber per each one-year term of this Agreement, to the satisfaction of AVENTURA.
Such performances and events shall be subject to written approval of AVENTURA
Representative.
-24 -
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.
Production and Technical Services
• Provide ongoing guidance on issues related to Technical Production
Ticketing Services
• Telephone sales services
• Internet ticketing fully integrated with the AACC's 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 AACC's Box Office operations
Marketing
• 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
(lime and Events sections, subject to agreements with non-owned PACA's entities.
• Ticketed events at the AACC will be included in the Broward Center's monthly
calendar of events which shall be e-mailed by PACA to the Broward Center's
database.
• Oversight of the design, production, and execution of institutional marketing
campaign. Consistent with industry standard agency practices, the direct cost of
collateral materials, advertising, graphic design and other direct expenses shall be
subject to prior written approval by AVENTURA, and if approved by AVENTURA shall
be paid by AVENTURA.
• Provide marketing plans for AVENTURA presents and PACA presents programming.
• Update marketing strategy as needed.
• Provide marketing services that support AVENTURA's Development and Fundraising
program for the AACC.
• Coordinate all marketing activities with AVENTURA's Management staff to assure
consistency with AVENTURA marketing vision.
(are
-25 -
(he Exhibit B
Aventura Arts and Cultural Center("AACC")
Ticketing Fee Schedule
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
Ticketmaster Fee* 3.50% 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 Ticketmaster fee changes.
** Unless indicated by AACC, all ticketing fees are
retained by PACA.
Aventura Based Education w/Ticket
Ticket Purchaser** Non-Profits Prices<$12 All Other
Processing Fees
Phone &Web 13.50% 13.50% 13.50%
Walk-Up (per ticket) $1.00 $1.00 $1.00
Groups (per ticket) $1.00
$1.00 $1.00
Select Subscription Series (per order) $10.00 $10.00 $10.00
Entourage (per order) $7.00
$7.00 $7.00
Ticket Purchaser processing fees as stated on this exhibit
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 by PACA
from settlement proceeds.
** Unless indicated by AACC, all ticketing fees are retained by PACA.
Non-profit groups which utilize their subscription base to distribute tickets will only be responsible for the ticket
printing fee.
(1001
-26-
AGREEMENT
Between
PERFORMING ARTS CENTER AUTHORITY
and
CITY OF AVENTURA
(Ire for
MANAGEMENT, PROGRAMMING AND OPERATIONAL SUPPORT SERVICES FOR THE
AVENTURA ARTS AND CULTURAL CENTER
C
(he AGREEMENT
Between
PERFORMING ARTS CENTER AUTHORITY
and
CITY OF AVENTURA
for
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.
fire AND
CITY OF AVENTURA, a Florida municipal corporation, its successors and assigns;
(hereinafter "AVENTURA")-'.
WITNESS ET 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 is the owner of the Aventura Arts ate& Cultural Center (T'AACC21')
in Miami-Dade County, Florida, which i' ;`:l ;s used for all types of cultural, artistic, musical,
educational, and promotional events; and
cWHEREAS, PACA may make and enter into contracts relating to its purposes as stated
herein in accordance with the Act; and
(el WHEREAS, PACA and AVENTURA agree to enter into this Agreement wherein PACA
agrees to provide management, programming, and operational support services relating to the
AACC for the term stated in Article 4 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.
I 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 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 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 aAgreement. 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.
1.6 Fiscal Year: PACA and AVENTURA's Fiscal Year, which commences on October 1 and ends
on September 30 of the following year.
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(1001 1.7 Aventura Representative: The person from time to time designated in advance in writing as
the AVENTURA Representative. At the time of execution of this Agreement, AVENTURA
designates the City Manager or written 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 marketing,
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 Services: Management, programming and operational support services for the AACC.
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 CenterAACC.
11.11 "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.
1.12 Ticketing Services: means provision of systems and services for the efficient and effective
Rime distribution of tickets to events at the AACC. Such services may utilize PACA and/or
AVENTURA's employees, independent contractors, volunteers or agents.
1.13 User: An entity which has entered into a rental agreement (also referred to as ""Licensing
Agreement"") with AVENTURA for the use of the AACC.
1.14 Licensee: Any third party who enters into a License Agreement.
1.15 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 ate-artist on behalf of AVENTURA as provided for in this
Agreement.
1.16 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
Agreement.
ARTICLE 2
SCOPE OF SERVICES:
2.1 PACA's management, programming, and operational support services shall include strategic
planning and guidance, staffing, operations, event services, programming, finance and
accounting, institutional and show marketing, production and technical services and ticketing
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the services for AACC. PACA shall provide all services as set forth in Article 3 herein including
all necessary, incidental, and related services required by the Scope of Services.
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
fir# 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.
2.5 SCOPE OF SERVICES
2.5.1 Engagement, Rights, and Responsibilities: AVENTURA hereby engages PACA to
provide management, programming, marketing and operations support 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,
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
* -4 -
as the "City of AVENTURAAventura," or as AVENTURA's City Manager or his/her
written designee requests in writing from time to time, and the AACC shall be referred
to as the "Aventura Arts an& 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, with at least ninety (90) calendar days prior written notice to PACA in
accordance with the notices procedures stated in section 7.13 herein.
ARTICLE 3
FOOD AND BEVERAGE SERVICES
3.1 PACA agrees to be the primary provider of food and beverage services ("FBS"), to include
concessions and catering services, at the Aventura Arts & Cultural Center "AACC-). In order
to comply with liquor licensing requirements, AVENTURA acknowledges that PACA shall be
the exclusive provider of all alcoholic beverage services at the AACC.
3.2 PACA shall have the ability to sub contract subcontract work at its discretion. In the event of
a third party caterer providing services, gross commissions paid to PACA shall be considered
as revenues for purposes of calculating monthly net operating results.
3.3 The term for the grant of this the FBS' service provision shall run concurrent with the
Management—Agreement for management services in effect between PACA and
AVENTURA, including any extensions or renewals effected to the initial agreement.
Notwithstanding the above, either party shall have the right to terminate for convenience the
(600 provision of primary food and beverage services upon giving ninety (90) calendar days'
notice in writing to the other party of the intent to terminate.
3.4 PACA shall be primarily responsible for the staffing of food and beverage services at AACC.
Both parties acknowledge that direct labor expenses incurred in the delivery of services, to
include on-site supervisory and service personnel, shall be considered as operating
expenses for the purpose of determining monthly net operating expenses. Full-time PACA
management personnel engaged in the periodic oversight of the services shall not be
considered as operating expenses.
3.5 PACA shall receive all revenues and shall be responsible for all operating expenses
associated with the food and beverage services ("FBS") at the AACC. In consideration for
this granting of such primary rights, PACA shall remit an amount equal to fifty percent (50%)
of net profits, to be calculated on a monthly basis, to AVENTURA. In the event that in a
given month FBS revenues do not exceed FBS expenses resulting in net profits ("net
profits"), PACA shall not remit any funds to AVENTURA, and AVENTURA shall not be
responsible for any portion of the losses incurred as a result of such operations. However,
PACA shall be permitted to cross-collateralize months for purposes of recouping losses;
therefore, should an operating loss be incurred in any month and incurred by PACA, PACA
shall be entitled to retain AVENTURA's portion of future profits up until such time as that all
prior losses are reimbursed or recouped by PACA ("cross-collateralize"). There shall be no
minimum guarantee, nor maximum cap, of net revenues to AVENTURA.
3.6 The liquor license shall be in the foil-name of PACA in the name of "Performing Arts Center
co, Authority" and the "City of Aventura." PACA shall be responsible for
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fermaintaininq the license, and AVENTURA shall assist in the process as necessary with
fir+' any necessary signature or administrative documents to be signed by PACA's President and
CEO and AVENTURA's City ManagerThe . Costs for securing the license shall be amortized
over the first year of operation, and annual license fees shall be considered an operating
expense of the food and beverage services and shall be amortized equally on a monthly
basis over each operating year.
ARTICLE 4
TERM AND TIME OF PERFORMANCE
The initial term of this Agreement shall begin on October 1, 2010 2012. (""Effective Date""),
and it shall continue in full force and effect for thirty six (2436) months ending through
September 30, 20122015, unless terminated sooner as provided in Article 7 herein; Thereafter, the
Agreement shall be subject to with-annual renewable one-year terms not-to-exceed a total of five (5)
one-year terms, upon mutual written amendment to this A-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 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, as
amended.,from time to time and Florida Statutes Section 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.
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 AACC is solely
limited to the provisions stated in this Agreement.
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5.1.2 _REVENUES TO AVENTURA:
PACA shall remit any j * `v i revenues ,-avabfe to AVENTURA, subject to the
Ticketing Fee Structure in Exhibit G''Es' , 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 ""B"" accordingly. Such funds shall be made payable to T'City of
Aventure" and shall be forwarded or wired each month to:
City Manager
Attn: Eric M. Soroka, City Manager
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
(ibe 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 Services as stated in Section 5.1.1 shall be payable by AVENTURA to
PACA as follows:
Commencing with the Effective Date of this Agreement, The fees for Services, as
stated in section 5.1.1 shall be payable to PACA as follows: Eleven Thousand Dollars
($11,000.00) is due every thirty (30) calendar day cycle. In the event the gross-net
revenues generated by the AACC for the period of October 1, 2010 2012 to- through
September 30, 2011 2013, equal at least Two Hundred Thousand Dollars
($200,000.00) - -- - ' e — ' e - - - Pe - ...,..
PACA shall be paid an additional Twelve Thousand Dollars ($12,000.00) for the
period no later than October 30, 20112013. If the gross revenues exceed Two
Hundred and Ten Thousand Dollars ($200,00000 210,000.00) for the period of
October 1, 2011 2013 tethrough September 30, 20122014, PACA shall be paid an
additional $12,000 for that period no later than October 30, 20122014. If the gross
revenues exceed Two Hundred and-Twenty-Ffive Thousand Dollars ($225,000.00) for
the period of October 1, 2014 to through September 30, 2015, PACA shall be paid an
additional $12,000 for that period no later than October 30, 2015. Gross Net
revenues as used in this section shall include ail ticket sales for AACC Presents
(OW performances, box office fees, facility fees, facility rent, service package fees,
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production service fees, net food & beverage revenues, parking revenue and any
other net revenues generated by the operations of the AACC from the users of the
AACC. facility rent, service fees, ticket zurcharges, ooRceesions and -parking
users of the AACC.
Commencing on October 1, 2013, the fees for services paid to PACA shall be
increased by three percent (3%) and then on October 1, 2014, the fees for services
paid to PACA shall be increased by three percent (3%) or the consumer prices index
for that date, whichever is less.
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--ore (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
(11W Authority" and forward to:
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
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 AACC.
(11.1 -8-
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, within ten (10) calendar days, 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 ems-Cu-Mural Center
AACC 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
performances at the Aventura Arts and & Cultural Center AACC 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
Cie 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.
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 A • • - ■ - - ■ ■ ' • ■ • • • AACC, AVENTURA shall
promptly give written notice within ten (10) calendar days 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 AACC,
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
rte CenterAACC. If Aventura--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 AACC, 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 A • • ■ - A • - •: _- - - - -
AACC, 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.
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s at the Aventura Arts and & Cultural Center AACC and
6.9 PACA may present performances
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
a44€1-& 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 At AVENTURA's request, PACA shall provide Programming and Booking Services,,=as
described in Exhibit""A"." PACA will book up to five (5) performances and events per year of
this aAgreement on behalf of AVENTURA. AVENTURA shall have the right to decrease or
increase the annual number of performances booked by PACA on AVENTURA's behalf.
6.11 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.
c6.12 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
aid-& Cultural Center operations by Commissioners shall be made solely to and through the
City Manager.
ARTICLE 7
MISCELLANEOUS
7.1 RIGHTS AND 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. If a copyright is claimed by either
party,as to am/ 'cork elated to this A reement, the other party grants a non-exclusive
license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to
make and distribute copies to the public. Except as relating to confidential customer data
an4 confidential ticket data and any other information and materials determined by Florida's
laws (as amended) to be confidential as to a public entity, 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
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(11,10 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 sSection 7.13..-,
"NeticeNOTICES," 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 shall be
promptly confirmed in writing within three (3) business days in accordance with
sSection 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 sSection 7.2.1 above, beyond that
earned in accordance with the schedule of payments provided in sSection 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
Co' expenses incurred relating to the management, programming and operations support,
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and use of the Aventura Arts and & Cultural Center AACC. If this Agreement is
terminated for convenience, without cause or expires, PACA shall be entitled to use
the A - • - - a - - ' e _- - - - -- - - AACC 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.
7.2.6 In the event this Agreement is terminated for convenience, PACA shall be
paid for any services properly performed under the Agreement through the
termination date specified in the written notice of termination subject to the
provisions stated herein. Each party acknowledges and agrees that it has received
good, valuable and sufficient consideration from the other party, the receipt and
adequacy of which are, hereby acknowledged by each party, for the other party's
right to terminate this Agreement for convenience.
7.2.7 As applicable, the Agreement may also be terminated for cause if AVENTURA
or PACA is placed on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List
created pursuant to Section 215.473, Florida Statutes, as amended or if,`tit `.'
AVENTURA provides a false certification submitted pursuant to Section 287.135,
Florida Statutes, as amended.
tio 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.
tie - 12 —
Co I 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 within ten (10) calendar days in writing of any and all
discrepancies, excluding normal wear and tear of inventory items.
7.4 , 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.
and employees are treated without regard to race, age, religion, color, gender, sexual
orientation (Broward County Code, Chapter 16'%, as amended from time to time), national
AVENTURA and PACA shall not unlawfully discriminate on the basis of race, color, national
origin, sex, religion, age, marital status, political affiliation, familial status, disability, sexual
orientation, pregnancy, or gender identity and expression in the performance of this
Agreement, the solicitation for or purchase of goods or services relating to this Agreement, or
in subcontracting work in the performance of this Agreement and shall not otherwise
unlawfully discriminate in violation of the Broward County Code, Chapter 16%, as amended.
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%, as amended
from time to time)
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
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"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 subconsultants 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
AVENTURA of its intent to use any subconsultant. 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
subconsultant shall provide that the terms and conditions of this Agreement between
AVENTURA and PACA shall be incorporated by reference into such subconsultants'
agreements applicable to all of PACA's subconsultants. PACA shall notify AVENTURA if it
uses any subconsultants for the support services of the AVENTURA Cultural Arts Center and
shall provide to AVENTURA copies of all subconsultant agreements.
7.7 ASSIGNMENT AND PERFORMANCE
Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered
tire by either party, nor shall PACA 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 eu-if a°-cl 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
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7.9.1 PACA agrees to require from all licensees, users, promoters, exhibitors,
concessionaires, or other persons contracting with PACA or AVENTURA (as required
by their contracts) for use of the Aventura Arts and Cultural Center AACC 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 PACA or AVENTURA (as required by such contracts) for use of the
Aventura Arts and Cultural Center AACC. 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.
(610
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 7.9.2.1, 7.9.2.2,
7.9.2.3, and 7.9.2.4.
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 name "City of
DVENTUR°°ventura." 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.
7.9.2 AVENTURA and PACA shall have the following insurance:
7.9.2.1 Workers' Compensation Insurance to apply for all employees in
compliance with the Workers' Compensation Law of the State of Florida
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and all applicable federal laws.
7.9.2.2 Employer's Liability Insurance with minimum limits of: $100,000 each
accident; 0,000 each employee for disease; $500,000 disease
aggregate.
7.9.2.3 Commercial General$10 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
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.
7.9.2.4 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.
7.9.5-3Within 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
Each party shall be responsible for all deductibles and self-insured retention's on their its
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
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(or
be addressed if such person is different from the AVENTURA's representative
listed in Article 1. Such person may be changed in writing from time to time by
AVENTURA's City Manager.
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.
7.13 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing,
(he 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 Fv -;anager
City of Aventura
19200 W. Country Club Drive
(iwi
- 17 -
Aventura, Florida 33180
Either.Pparty 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.
7.15 INDEPENDENT CONTRACTOR
PACA is an independent contractor under this Agreement. Services provided by PACA shall
(IW 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 AACC and PACA as independent contractor
performing services relating to the management, marketing, programming and operations
support of the Aventura Cultural Arts Center AACC.
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
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thipewithout 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 A • • . A • _ _ . - _- • -
AACC. 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.
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
the 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 adjust the
Agreement price by, or otherwise recover the full amount oft 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 (as amended from time to time) in performing
its duties, responsibilities, and obligations related to this Agreement.
(11000 - 19 -
toy 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 A • • ■ _ A • - 'e _ _ - - _ — • • AACC
during any term of this Agreement, except those engaged by PACA, or PACA's sub
consultantssubconsultants, 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 noncompliance 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 S EVERANCE
In the event any provisions of this Agreement are found by a court of competent jurisdiction
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.
Co 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
-20-
411o# 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 form of Licensing
Agreement for the use of the AA€OC, ,,. _.. iS referred to herein on b -.ha f. of each resoec hie.
Dart, - " - ^,._- .YO t to this .`W .,.-...d.-«.
7.27 INCORPORATION BY REFERENCE
The truth and accuracy of each 'Whereas" clause set forth above is acknowledged by the parties.
The "Whereas" clauses are incorporated into and made a part of this Agreement The attached
Exhibits "A" and "B" are incorporated into and made a part of this Agreement.
7.28 COUNTERPARTS
(111W 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, _ s rte{rice c. --a-- 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, and CITY OF AVENTURA, signing by and through its City
Manager, duly authorized to execute same.
PACA
PERFORMING ARTS CENTER AUTHORITY, an
independent special district and a public body politic and
corporate
ATTEST:
By
PACA's Board Secretary Chair
(SEAL) sday of , 20
Approved as to form by PACA's General Counsel,Joni
Armstrong Coffey, Broward County Attorney, in Fort
Lauderdale Broward County, Florida
By
Andrea S. Froome (Date)
Senior Assistant County Attorney
-22 -
AGREEMENT BETWEEN PERFORMING ARTS CENTER AUTHORITY AND CITY OF
AVENTURA FOR, 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
Oday of , 20
ATTEST:
APPROVED AS TO FORM:
Li City Clerk
By
Weiss Serota Helfman Pastoriza Cole
& Boniske, P.L.
City Attorney
(SEAL)
(11,1 -23 -