Resolution No. 2020-40 Fourth Amendment to Agreement with Performing Arts Center Authority for Aventura Arts & Cultural Center - June 9, 2020RESOLUTION NO. 2020-40
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO
EXECUTE THE ATTACHED FOURTH AMENDMENT TO THE
AGREEMENT BETWEEN THE CITY OF AVENTURA AND THE
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 FOR 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
Fourth Amendment to the Agreement between the City of Aventura and the 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 Shelley, who moved its
adoption. The motion was seconded by Commissioner Landman, and upon being put to
a vote, the vote was as follows:
Commissioner Denise Landman
Yes
Commissioner Dr. Linda Marks
Yes
Commissioner Gladys Mezrahi
Yes
Commissioner Marc Narotsky
Yes
Commissioner Robert Shelley
Yes
Vice Mayor Howard Weinberg
Yes
Mayor Enid Weisman
Yes
City of Aventura Resolution No. 2020-40
PASSED AND ADOPTED this 9t" day of June, 2020.
ENID WEISMAN, MAYOR
tcz� aj "';xcy-
ATTEST:
ELLISA L. HORVATH, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
[IA —
CITY ATTORNEY
Page 2 of 2
FOURTH AMENDMENT
To
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 the Fourth Amendment ("Fourth Amendment') to the Agreement dated
September 28, 2012 ("Agreement' or "AGREEMENT"), between: PERFORMING ARTS
CENTER AUTHORITY, an independent special district and a public body, politic and
corporate, in Broward County organized in the State of Florida under the laws of Florida
(hereinafter "PACA"), which is located at the Broward Center for the Performing Arts in
Broward County, Florida 33312, and the City of Aventura (hereinafter "CITY" or
"AVENTURA"), a Florida municipal corporation. PACA and the CITY (or "AVENTURA")
are collectively referred to as the "parties" or "Parties."
RECITALS:
On September 28, 2012, the Parties entered into an agreement for PACA to
provide programming, management and operational services to AVENTURA (the
"Agreement').
The Parties subsequently entered into a First Amendment on September 3, 2015,
and a Second Amendment on August 11, 2016, and a Third Amendment effective on
September 30, 2017 to renew the Agreement.
By this Fourth Amendment, the Parties now seek to amend the Agreement to
provide for a fourth renewal term consisting of a total of three (3) years and to provide for
payment for such time period.
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
Aventura & PACA - 1 - Fourth Amendment
1. The Parties agree that the "Recitals" clauses are true and accurate.
2. Except as modified herein, all terms and conditions of the Agreement, shall remain
in full force and effect. Amendments to the Agreement are indicated by use of
strikethroughs to indicate deletions and underlining to indicate additions, unless
otherwise stated.
3. Article 4, "TERM AND TIME OF PEFORMANCE," is amended as follows:
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
_tn_eyneed a total of two (2) one-year terms and a third
term renewal consisting of three (3) years, and such further renewal terms
as provided by the parties, upon mutual written amendment to this
Agreement by PACA and AVENTURA at AVENTURA'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. By the First Amendment, the
Parties renewed the AGREEMENT through September 30, 2016, as the
first of the above deSGribed and -permitted'nyear renewal terms. By the
Second Amendment, the Parties renewed the AGREEMENT through
September 30, 2017, as the seGe„d of the above-deSGFibed and pGrmitted
one year renewal terms By the Third Amendment, the Parties renewed the
AGREEMENT for the a three-year period commencing October 1, 2017,
through September 30, 2020, as the -third term deSGFibed above ;n this
AFtiGle. By the Fourth Amendment, the Parties renewed the AGREEMENT
for a three-year period commencing October 1, 2020, through September
30, 2023.
4. Article 5, "Compensation," Sections 5.2, 5.2.1, and 5.2.2, are amended as follows:
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:
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The payment for the three (3) year term ending September
30, 2020, shall be made by AVENTURA to PACA as stated
herein.
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Effective on October 1, 2019, with the commencement of the
third year of the three-year term, the fees for Services, as
stated in Section 5.1.1, shall be payable to PACA as follows:
Twelve Thousand Three Hundred Eighty Dollars
($12,380.00) which is due every calendar month cycle for
twelve (12) months with the first payment due on October 31,
2019, and on the last day of each subsequent month through
September 30, 2020.
The payment for the three (3) year term ending September
30. 2023. shall be made by AVENTURA to PACA as stated
Aventura & PACA -3- Fourth Amendment
herein.
Effective on October 1. 2020, with the commencement of the
first year of the three-year renewal term, the fees for
Services, as stated in Section 5.1.1, shall be payable to
PACA as follows: Twelve Thousand Six Hundred Twenty
Eight Dollars ($12.628.00) which is due every calendar
month cycle for twelve 0 2) months. The first payment shall
be due on October 31, 2020, and on the last day of each
subsequent month through September 30, 2021.
Effective on October 1. 2021, with the commencement of the
second year of the three-year renewal term, the fees for
Services, as stated in Section 5.1.1, shall be payable to
PACA as follows: Twelve Thousand Nine Hundred Forty
Four Dollars ($12.944.00) which is due every calendar month
cycle for twelve (12) months with the first payment due on
October 31, 2021, and on the last day of each subsequent
month through September 30, 2022.
Effective on October 1. 2022, with the commencement of the
third year of the three-year renewal term, the fees for
Services, as stated in Section 5.1.1, shall be payable to
PACA as follows: Thirteen Thousand Three Hundred Thirty
Two Dollars ($13.332.00) which is due every calendar month
cycle for twelve (12) months with the first payment due on
October 31, 2022, and on the last day of each subsequent
month through September 30, 2023.
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If the gross revenues exceed Two Hundred Twenty-five
Thousand Dollars ($225,000.00) for the period of October 1,
2019, through September 30, 2020, PACA shall be paid
additional compensation of $12,000.00 for Services for that
period no later than October 30, 2020.
If the aross revenues exceed Two Hundred Twenty-five
Thousand Dollars ($225,000.00) for the period of October 1,
2020, through September 30, 2021, PACA shall be paid
additional compensation of $12,000.00 for Services for that
period no later than October 30, 2021.
If the aross revenues exceed Two Hundred Twenty-five
Thousand Dollars ($225,000.00) for the period of October 1,
2021, through September 30, 2022, PACA shall be paid
additional compensation of $12,000.00 for Services for that
period no later than October 30, 2022.
If the gross revenues exceed Two Hundred Twenty-five
Thousand Dollars ($225,000.00) for the period of October 1,
2022, through September 30, 2023, PACA shall be paid
additional compensation of $12,000.00 for Services for that
period no later than October 30, 2023. Such payment
obligation of AVENTURA shall survive the expiration of the
Agreement. 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 and beverage revenues,
parking revenue, and any other net revenues generated by
the operations of the AACC from the users of the AACC.
5.2.2 As to the invoicing for the monthly payment of compensation
for the Services, PACA will submit invoices for compensation
following the end of each calendar month cycle, after the
Services for which invoices are submitted have been
Aventura & PACA - 5 - Fourth Amendment
completed. An original invoice will be submitted by PACA to
AVENTURA. Invoices shall designate the nature of the
Services performed for the period.
As to the payment of compensation for Services, AVENTURA
shall pay PACA for Services by the last day of each month as
stated in Section 5.2.1 above, subject to receipt of PACA's
invoice statement. To be deemed proper, all invoices must
comply with the requirements set forth in this Agreement.
As to any additional compensation due for Services as a result
of the calculation of the gross revenues each year of the three-
year term as stated in Section 5.2.1 above, PACA will submit
an original invoice for compensation within fifteen (15) days
after September 30 of each year, and AVENTURA shall pay
PACA by October 30 of each year including October 30, 2020,
and likewise for the renewal term which is provided for in this
Fourth Amendment. Such payment obligation shall survive
the expiration or earlier termination of the Agreement.
Invoices shall designate the nature of the gross revenue
calculation resulting in the additional compensation invoice.
AVENTURA's responsibility for the expenses described in
Section 6.8 in connection with the management, use,
occupancy, and operation of the AACC and AVENTURA's
additional responsibility to make payments to reimburse
PACA for costs associated with the agreed upon employees
to staff the AACC and other agreed upon operating costs of
the AACC, as stated in Section 5.1.1 shall be invoiced and
paid as follows:
PACA will invoice AVENTURA within twenty-five (25) days
following the end of each calendar month for expenses
incurred under Section 6.8 and any reimbursement expenses
incurred under Section 5.1.1. AVENTURA shall pay PACA for
such reimbursement expenses within thirty (30) days after the
date of receipt of the invoice. Such payment obligation shall
survive the expiration or earlier termination of the Agreement
for the last payment due under this section and invoice(s), if
any, remaining unpaid and due under the Agreement.
5. Article 7, "Miscellaneous," Section 7.2.7 is amended as follows:
7.2 TERMINATION
Aventura & PACA - 6 - Fourth Amendment
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 other Scrutinized Companies List as provided
by said Florida Statutes, as amended, or if PACA or
AVENTURA provides a false certification submitted pursuant
to Section 287.135, Florida Statutes, as amended. Applicable
clauses required by such statutes are deemed to be
incorporated herein.
6. All other terms and conditions of the Agreement (including exhibits) as
amended by the First Second and Third Amendments, not inconsistent with
this Fourth Amendment, shall remain in full force and effect and are to be
performed at the level specified in the Agreement. This Fourth Amendment
shall become effective upon complete execution by both Parties or
September 30, 2020, whichever date is earlier.
(The remainder of this page is intentionally left blank.)
Aventura & PACA - 7 - Fourth Amendment
IN WITNESS WHEREOF, the Parties hereto have made and executed this Fourth
Amendment to the Agreement dated September 28, 2012, 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
AT
B
PACA's Basid SvcretarVChair
(SEAL)
APPROVED AS TO FORM:
By
County Attorney
day of , 2020
Aventura & PACA - 8 - Fourth Amendment
FOURTH AMENDMENT TO THE 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
LIM
Ronald J. Wasson, City Manager
9 day of June , 2020.
ATTEST:
APPROVED AS TO FORM:
City Clerk
11
(SEAL)
Weiss Serota Helfman Cole
& Bierman, P.L.
City Attorney
Aventura & PACA - 9 - Fourth Amendment