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HomeMy WebLinkAboutR-02-0036J-01-883 1/2/02 ' G �! RESOLUTION NO. y1,— (I(� A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO EXECUTE A MANAGEMENT AGREEMENT (THE "AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, WITH MIAMI DADE COMMUNITY COLLEGE, FOR THE MANAGEMENT OF THE CITY -OWNED PROPERTY LOCATED AT 1508 SOUTHWEST 8TH STREET, MIAMI, FLORIDA, A/K/A TOWER THEATER, FOR A PERIOD OF FIVE YEARS, WITH AN OPTION TO EXTEND THE AGREEMENT FOR AN ADDITIONAL FIVE-YEAR PERIOD, PROVIDING FOR AN ANNUAL FEE OF $500 AND UNDER THE TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID AGREEMENT. WHEREAS, the City of Miami (the "City") is owner of certain real property located at 1508 S.W. 8th Street, Miami, Florida, a/k/a Tower Theater (the "Property"); and WHEREAS, the City issued a Request for Letters of Interest on July 16, 2001 for the management of the Property and five proposals were received; and CITY C® 99100 .! A �l 1 �1, Udz WHEREAS, following a review of the proposals, it was determined that the proposal received from Miami Dade Community College was in the best interest of the City; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is authorized!' to execute a Management Agreement (the "Agreement"), in substantially the attached form, with Miami -Dade Community College, for the management of the City -owned property located at 1508 Southwest 8th Street, Miami, Florida, a/k/a Tower Theater, for a period of five years, with an option to extend the Agreement for an additional five-year period, providing for an annual fee of $500 and under the terms and conditions as more particularly set forth in said Agreement. ii The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. Page 2 of 3 f'+ Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor./ PASSED AND ADOPTED this 10th day of January , 2002. WALTER J. CITY CLEF "A MANUEL A. DIAZ, M OR APPROVED AS TO FORM AND ORRECTNESS:1/ J ,.. ANDRO VILA LLO V ATTORNEY W5714:LB zi If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission, Page 3 of 3 ..1 DRAFT MANAGEMENT AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI DADE COMMUNITY COLLEGE FOR THE USE OF THE CITY OWNED PROPERTY LOCATED AT 1508 SW 8TH STREET, ACTUALLY KNOWN AS THE TOWER THEATER t nzf' • 2 2 2 4 4 5 5 6 6 7 7 7 7 8 8 8 9 9 10 11 12 12 13 14 14 TABLE OF CONTENTS ARTICLE I DESCRIPTION AND TERM 1.1 Description Of Property 1.2 Term of Use 1.3 Option to Extend ARTICLE II PURPOSE 2.1 Purpose 2.2 Commercial Activities Within the Property 2.3 Special Events 2.4 Operations 2.5 Charges for Services 2.6 Ticket Surcharge 2.7 Continuous Duty to Operate 2.8 Advisory Committee ARTICLE III CONSIDERATION 3.1 Fee 3.2 Additional Payments 3.3 Late Payments 3.4 Returned Check Fee 3.5 Performance Deposit 3.6 Promotion of City ARTICLE IV COMMUNITY SERVICES 4.1 Community Services 4.2 City Use of Property ARTICLE V PROVIDER'S COVENANTS 5.1 Personnel 5.2 Annual Plan 5.3 Funding of Capital Improvements 5.4 Performance Review ARTICLE VI RECORDS AND AUDITING 6.1 Records Of Sales 6.2 Audit 2 2 2 4 4 5 5 6 6 7 7 7 7 8 8 8 9 9 10 11 12 12 13 14 14 ARTICLE VII LICENSES; COMPLIANCE WITH LAWS 7.1 Licenses And Permits 7.2 Compliance with Laws ARTICLE VIII HAZARDOUS MATERIALS 8.1 Hazardous Materials ARTICLE IX ALTERATIONS AND IMPROVEMENTS 9.1 Alterations 9.2 Mechanics' Liens 9.3 Personal Property 9.4 Changes and Additions to Property ARTICLE X CITY'S INSPECTION AND RIGHT OF ENTRY 10.1 Inspection by the City 10.2 City's Right of Entry ARTICLE XI UTILITY CHARGES 11.1 Utilities 11.2 City Not Liable for Failure of Utilities ARTICLE XII NO REPRESENTATION BY CITY 12.1 Condition Of Property ARTICLE XIII MAINTENANCE AND REPAIR 13.1 Maintenance and Repair of Property 13.2 Provider's Services 13.3 Services/Maintenance Agreements 13.4 City Services ARTICLE XIV INDEMNIFICATION AND INSURANCE 14.1 Indemnification 14.2 Insurance I4.3 Damage or Loss to Provider's Property ARTICLE XV DESTRUCTION OF PROPERTY 15.1 Destruction Of Property 15.2 City's Option to Terminate Due to Casualty 15 15 16 17 18 18 19 19 20 20 20 20 21 21 22 22 22 23 23 24 25 ii MANAGEMENT AGREEMENT This Management Agreement (hereinafter the "Agreement"), is made and entered into this __ day of , 2001 (the "Agreement Date"), by and between the City of Miami, a municipal corporation of the State of Florida (hereinafter the "City") and THE DISTRICT BOARD OF TRUSTEES OF MIAMI-DADE COMMUNITY COLLEGE, A BODY CORPORATE ON BEHALF OF MDCC, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA (hereinafter the "Provider"), (hereinafter collectively referred to as the "Parties") WITNESSETH WHEREAS, the City of Miami (the "City") is the owner of certain real property located at 1508 S.W. 8th Street, Miami, Florida, a/k/a Tower Theater (the "Property"); and WHEREAS, it has been determined that the use of the Property shall be for public purpose; and WHEREAS, the City issued a Request for Letters of Interest (the "RFLI") on June 29, 2001 to enter into competitive negotiations for the management of the Property; and WHEREAS, in response to the RFLI, five proposals were received by the City; and WHEREAS, following a review of the proposals, it was determined that the proposal of Miami Dade Community College was in the best interest of the City; and WHEREAS, the City has negotiated this Management Agreement with Miami Dade Community College; NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained to be observed and performed, the parties hereto do hereby covenant and agree as follows: 6.6) �1 ARTICLE I DESCRIPTION AND TERM 1.1 Description Of Property The City is the owner of real property located at 1508 SW 8`h Street, Miami, Florida, which is depicted in Exhibit "A" attached hereto and made a part hereof. The Provider is hereby permitted to use the Property including the improvements thereon for the specific purposes hereinafter described and, subject to all of the terms and conditions contained herein. 1.2 'Germ of Use The term of this Agreement shall be for a five (5) year period (the "Term") commencing on March 1, 2002 (the "Possession Date") and expiring five (5) years thereafter, unless sooner terminated as provided herein. 1.3 Option to Extend This Agreement may be extended for one (1) additional five (5) year period upon the same terms and conditions contained in this Agreement (as the same may be amended from time to time) which terms and conditions may be modified by the mutual written agreement of the Parties (hereinafter the "Additional Term"), provided that the Provider complies with the following conditions: (a) The Provider has delivered written notice of its intent to extend the Agreement to the City Manager six (6) months in advance of expiration of the Term, but not earlier than nine (9) months prior to the expiration of the Term (th(t "Option Request"). (b) No event of default, as defined in the Article XX of this Agreement entitled "Default", exists at the time of receipt of the Option Request. (c) The Service Audit, as hereinafter defined, has shown that the Provider's services have been found to be satisfactory. ftJp 2 � Upon receipt of the Option Request, the Director of Asset Management (the "Director") shall conduct an audit of the Provider's compliance with the provisions of this Agreement (the "Service Audit"), which may include, but will not be limited to, a review of the following: (i) The Provider's adherence to and performance of all covenants, agreements and other obligations on its part hereunder. The Provider's financial records covering the operation of the Tower Theatre for the previous years of operation to ensure the Provider can continue to perform all covenants, agreements and other obligations as contained in this Agreement in a fiscally sound manner. Within 30 days after the date of this Agreement, the parties shall mutually agree upon the type of financial records required and the time frames for completion of the financial records. (iii) The Provider's substantial accomplishment of its goals and objectives as outlined in its Annual Plan approved by the City in accordance with Section 5.2 herein. Such Service Audit shall be completed within ninety (90) days of receipt of the Provider's Option Request. Based upon the findings of the Service Audit and the Provider's compliance with all of the aforementioned conditions, the Director shall make a recommendation to the City Commission to approve or deny the Option Request, along with suggested modifications to the terms and conditions of this Agreement, if any, as may be agreed to by the Parties. In the event the Provider has complied with all of the aforementioned conditions, the Option Request shall be placed on the next available City Commission agenda for Commission review and approval. In the event any option to extend the original Term of this Agreement is exercised, the= City will retain the Deposit provided for in Section 3.5 hereof, for the same purposes as described therein. The original Term and any Additional Term once exercised shall be collectively referred to as the "Term". ARTICLE II PURPOSE r r" 3 2.1 Purpose The purpose of this Agreement is to have the Provider utilize the Property to promote the cultural arts in all their forms within the context of South Florida's multi -cultural, multi ethnic and international community. The Property will host the following activities: a) film series, b) plays, c) small performances, d) educational seminars and courses, e) lecture series, f) art exhibitions and (g) selling food and beverage items ancillary to the above listed activities. The Provider shall ensure that the Property and all the Provider's activities generated thereon, or activities resulting from or relating to the Provider's use of the Property, will be available to all segments of the community. The Provider shall operate, manage, supervise and administer the Property, as an independent contractor and not as an employee of the City, and will respond to the needs of the community by featuring both academic and community-based activities. 'Phis Agreement and all rights of the Provider hereunder shall, at the option of the City, cease and terminate, in accordance with the provisions and requirements of Article XX, in the event that the Provider ceases to use and operate the Property for the purposes provided herein. The sale, distribution and/or consumption of alcoholic beverages at the Property are prohibited unless expressly authorized by the City in connection with a Special Event. Notwithstanding the above, the Provider is authorized to serve wine at Provider's Special Events, Provider will assume any liability arising at those events. 2.2 Commercial Activities Within the Property The Provider shall be required to receive the City Manager's prior written approval to provide commercial activities that are ancillary to the Provider's use of the Property. Such approval may be conditioned or withheld for any or no reason whatsoever, including a condition to pay additional consideration to the City. For purposes of this paragraph, the term "commercial activities" is defined to mean the sale of goods and services to the general public that are unrelated to Provider's use and operation of the Property. For example, the College could not agree to authorize a hardware store to sell hardware goods to the public at large without received prior written consent of the City. Commercial activities are not defined to include sales of goods and services related to the Provider's operation and use of the Property. For example, the term "commercial activities" would not be defined to include a sale of books from a publisher kf }j;9 � i�i� �:4 4 or bookstore at a Provider's Author Presentation Event. Also, the term "commercial activities" is not defined to include Provider's rental of the Property to community organizations for community/educational events and activities. 2.3 Special Events Provider acknowledges that in the event it elects to hold a special event which event will encompass or significantly impact the use of areas outside the Property (a "Special Event"), Provider shall coordinate such event with the City's Special Event Coordinator and agrees to comply with the conditions imposed by the Special Events Committee. The Provider shall not be required to pay any permit fees associated with a Special Event; however, Provider shall pay, or cause to be paid, all other expenses associated with the Special Event. 2.4 Operations, The Provider shall conduct its operations in an orderly manner.. The Provider agrees that, at no time during the Term, shall it permit any obscene performances or other obscene material to be exhibited or performed in the Property. For the purposes hereof, the term "obscene" shall be defined in the same manner as such term is defined under applicable law, with the further proviso that "X" (or "XX" or "XXX") rated or similarly rated movies or other performances shall, for the purposes hereof, be deemed obscene. The term "obscene" shall not be defined to include educational artistic forms of expression. 2.5 Charges For Services The Provider agrees to present a large majority of its events and activities, approximately 50% at the Tower Theater free of charge and open to the public. For those events that are not free of charge -the City hereby authorizes the Provider to collect fees for services not to exceed $10.00 per person per event plus the City surcharge fee plus Sale and Use Taxes applicable to each ticket as defined in Section 2.6 below. Any proposed modification of the Fees shall be submitted to the City Manager for his prior written approval, which approval will not be unreasonably withheld. The City Manager must respond to any Provider Fee modification request no later than five (5) business days after the Provider submits the request. Notwithstanding the above terms, 5 the limitation on ticket prices above shall not apply to Provider fundraising events at the Property, which are by invitation only. Notwithstanding any terms in this Provision to the contrary, the City acknowledges and agrees that the Provider may conduct college credit and non-credit offerings for its students in the Property. Further, the City understands and agrees that the Provider shall charge these students the standard tuition rate for college credit and non-credit offerings that are conducted in the Property. The City acknowledges and agrees all tuition monies collected for Provider's credit and non-credit offerings at the Property shall be retained by Provider and shall not be subject to any City Ticket Surcharge. Notwithstanding any terms in this Provision to the contrary, the above limitation on Provider's charges for tickets, does not apply to any other use of the Property by Provider such as Provider's rental charges to third parties for the use of the Property. Provider is authorized to allow other organizations to temporarily use the Property for the same purposes authorized herein at a charge deemed sufficient by Provider to cover its operating expenses. Provider shall retain all monies paid by these organizations to offset costs to Provider for operating the Property. 2.6 Ticket Surcharge Effective the first day of the second Agreement Year, as defined below, the Provider agrees to pay, or cause to be paid by any authorized use of the Property, all applicable ticket surcharges as stated in Section 53-1 of the Code of the City of Miami and Ordinance 10509 of the City of Miami, as amended. Once this charge is in effect the Provider shall pay the City the following amounts per ticket: Ticket Price Amount of Surcharge $1.00 to $5.00 50 cents $5.01 to $15.00 75 cents $15.01 and over $1.00 The Provider shall pay all surcharges, as detailed above, within thirty (30) days after the end of each calendar month. 2.7 Continuous Dg To Operate Except where the Property is rendered untenantable by reason of fire, act of God, material building repair or maintenance requirements or other similar events or casualty, tho :Provider shall at all times during the Term or any Additional Term hereof (i) occupy the Property; (ii) regularly conduct operations on the Property in accordance with the terms of this Agreement; (iii) at all times keep the Property fully stocked with materials, necessary to operate the Property (i.e. light bulbs and janitorial supplies) and (iv) keep the Property open for operation during scheduled events and activities. 2.8 Advisoly Committee Provider shall submit a copy of its Annual Plan to the Cultural and Fine Arts Board for its review in order to obtain feedback and recommendations. ARTICLE III CONSIDERATION 3.1 Fee The Provider agrees to pay to the City an annual administrative fee of five, hundred dollars ($500.00), plus State of Florida Sales and Use Tax, if applicable, which shall be paid in advance and in full on the first day of each Agreement Year, without notice or demand (hereinafter the "Annual Fee"). Payments shall be made payable to "City of Miami" and shall be mailed to City of Miami, Department of Finance, 444 SW 2nd Avenue, 6"' Floor, Miami, Florida 33130, or such other address as may be designated from time to time. For purposes of this Agreement, the term "Agreement Year" shall mean any period of time consisting of twelve (12) consecutive calendar months commencing on the Commencement Date and each anniversary thereafter. 3.2 Additional Payments In addition to the Annual Fee, all other payments or charges payable by the Provider, however denoted, are called "Additional Payments". d-�6 7 3.3 Late Payments Any payment made by the Provider for any fee or charge required to be paid under the provisions of this Agreement, which is not received by City within thirty (30) days Oter same shall be due, shall be subject to a late fee equal to five percent ( 5%) of the amount due (hereinafter the "Late Fee"). Acceptance of such Late Fee by the City shall not constitute a waiver of the Provider's violation (s) with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 3.4 Returned Check Fee In the event any check is returned to the City as uncollectible, the Provider shall pay to the City the returned check fee (the "Returned Check Fee") imposed by the City's banking facility. The Returned Check Fee shall constitute Additional Payments due and payable to the City by the Provider. Acceptance of Returned Check Fee by the City shall not constitute a waiver of the Provider's violation(s) with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 3.5 Performance Deposit Simultaneously with the execution of this Agreement, the Provider shall deposit with the City the sum of One Thousand Five Hundred Dollars ($1,500) (the "Deposit") in guarantee of the full and faithful performance by the Provider of all obligations of the Provider under this Agreement or in connection with this Agreement. If the Provider has caused an Event of Default to occur, as defined in the Article XX of this Agreement entitled "Default", the City' may use, apply or retain all or any part of the Deposit for the payment of (i) any fee or other sumof money which is due from the Provider hereunder, (ii) any sum expended by the City on the Provider's behalf in accordance with the provisions of this Agreement, or (iii) any sum which the; City may expend or be required to expend as a result of the Provider's default. The use, application or retention of the Deposit or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law or in equity, and shall not limit any recovery to which the City may be otherwise entitled. At any time or times when the City has used or applied all or any part of the Deposit as provided , to replenish the Deposit the Provider shall deposit with the City within thirty (30) days of written notice by the City, the sum or sums equal to the amounts so applied by the City. Provided Provider is not in violation of this Agreement, the Security or balance thereof, as the case may be, shall be returned to Provider upon the termination of this Agreement or upon any later date after which Provider has vacated the Property in the same condition or better as existed on the Possession Date, ordinary wear and tear excepted. Upon the return of the Security (or balance thereof) to the Provider, City shall be completely relieved of liability with respect to the Security. Provider shall not be entitled to receive any interest on the Security. 3.6 Promotion of the City The Provider acknowledges the benefits afforded to it by the City's providing the Property for use for the Provider's operations, and shall provide recognition of the City of Miami, in a manner mutually agreeable to the parties, in all its marketing, advertising and promotional materials that address Provider's events at the Property. ARTICLE IV COMMUNITY SERVICES 4.1 Community Services To enhance the public purpose and the benefit to the residents, Provider, either itself or through Provider sponsored events, shall provide the following types of community services on a monthly basis at no cost: (i) Admission tickets will be made available to students from schools in the neighborhood (i.e. Coral Way Elementary, Auburndale Elementary, Shenandoah Middle School, Kinloch Park Middle School, Miami Senior High School, Booker T. Washington High School ), among others. Tickets will be provided to the City of Miami for distribution to inner City youths. (iii) Provider will also work with YMCA Jose Marti International Branch located in Little Havana where children and parents will benefit from the cultural programming presented at the Tower Theater. (iv) Special performances and events will be geared to the elderly at no charge. (v) Approximately SO% of the performances and events presented at the Tower Theater will be free and open to the general public. (vi) The Provider received a planning grant and is currently working on a proposal to "Build Bridges" between Little Havana and the Overtown communities through cultural programming. The Tower Theater will be one of the venues, along with the Liric Theater, were these cultural activities will take place. The Provider is working with representatives from both communities, and focus groups are being developed to prepare a comprehensive program. (vii) The Provider will be a key player at the Tower Theater as part of Viernes Culturales Community Open Houses by making available art exhibits, special conferences and speaking engagements and film series. (viii) The Tower Theater will serve as community gathering venue for organizations, clubs and civic groups. Notwithstanding the above, the Tower Theater will be a venue during the summer for children's programming. The City acknowledges the Provider's active participation in providing services to the community and considered the same in granting this Agreement. The City encourages the Provider to continue to provide such services to serve primarily the residents of the City of Miami. 4.2 City Use of Property The City shall be granted the right to reasonably use the Property for the purpose of staging City or City -sponsored events.. The City acknowledges and agrees that the Provider, as a political subdivision of the State of Florida and an educational institution must abide by specific t-' r - 0 0 10 public laws and regulations, which limit its operations. For example, the Provider is not authorized to use its resources to lobby or support a particular political candidate or to lobby or support a particular private commercial entity. Therefore, the City agrees that it shall not be authorized to conduct City or City—sponsored events which would cause the Provider to be in violation of its applicable laws and regulations or the spirit and intent thereof. It is hereby agreed that: (a) City or City -sponsored events will be held on mutually agreeable dates and times, provided that the Provider will use reasonable efforts to accommodate the City's selected dates, (b) the City will give the Provider no more than six (6) months, and no less than ten (10) days, prior written notice of the proposed date and time for the event(s), and (c) the City shall be responsible for all costs not included in the normal rental of the Property (by way of example and not Iimitation, if the cost of security and post -event clean-up are not included in the normal rental fee, the City will be responsible for providing for them separately. The Provider agrees, however, to waive the rental charge for use of the Tower Theatre(s); (d) the City shall execute the Provider's Temporary Use Rental Agreement attached hereto as Exhibit "C" for the use of the Property and shall comply with all terms provided in same. ARTICLE V PROVIDER'S COVENANTS 5.1 Personnel The Provider shall provide personnel that it deems sufficient personnel to operate the Property according to the Agreement terms. For each event, the Provider shall provide identifiable personnel to remain on site and in charge during scheduled activities. The Provider shall employ, train, pay, supervise and discharge all personnel necessary for the operation of the Property. All such persons who are employed by the Provider shall be the employees of the Provider and every person performing services in connection with this Agreement, including subcontractors, volunteers or employees of Provider, or any agent or employee of the Provider hired by the Provider, shall be acting solely on behalf of the Provider. The City shall not be liable for their compensation or for the consequences of any act or omission on the part of any of them unless due to the actions of the City or its employees, agents and representatives. 5.2 Annual Plan On or before February 1, 2002, the Provider shall complete a plan outlining Provider's estimated projections for use of the Property for the period of March 2002 through June 2002 in a form acceptable to the Director of Asset Management. On May 1, 2002, Provider shall complete a plan outlining Provider's estimated projections for use of the Property for the period of July 1, 2002 through June 30, 2003. Thereafter, on each May I" of each subsequent Term, the Provider shall prepare and present, the mutually agreeable Annual Plan to the Director of Asset Management„ for the review and approval of the Director Asset Management (hereinafter collectively referred to as the "Annual Plan"). (i) A description of programs, activities and objectives and any related policies, rules and procedures. (ii) A description of personnel directly involved with the programming and operation of the Theater. (iii) Description of operating expenses including estimated value of inkind services conducted at the Property. (iv) Utilities expenses. (v) Service agreements. (vi) Description of general marketing strategies. (vii) Description of community services. 5.3 Funding of Capital Improvements Provider and City shall work jointly to prioritize capital improvement projects to be undertaken at the Property. Provider will assist the City in identifying grants to cover the costs associated with any repairs, renewals, revisions, rebuilding, replacements, substitutions and/or improvements to the Property. Provider shall assist the City in preparing grant applications to be submitted and executed by the City for potential capital improvement funding for the Property. The City shall not have any right whatsoever to obligate the Provider on any grant or other 6). "4b 12 F& C 00 similar applications. The City shall be responsible for meeting the requirements of any grant obligations associated with grants for capital improvements Provider shall have no authority to obligate the City on the grant or other similar applications. 5.4 Performance Review The Provider shall transmit to the Director of Asset Management, in writing, in a format acceptable to the Director of Asset Management, semi-annual reports regarding current activities, progress of the Provider's activities, accomplishment of objectives, and budget summary including revenues, and disbursements. The semi-annual report shall also include maintenance and operating expenses. The Provider shall submit these semi-annual reports to the Director of Asset Management on or before the dates set forth below: I I i Operating Period Report Due Date July 1 — Dec 31 Feb 15 Jan 1 — June 30 Aug 15 The Provider shall submit to the Director of Asset Management such reasonable additional reports as may be requested by the Director of Asset Management. The Provider shall prepare, in writing, in a form acceptable to the Director of Asset Management, any other reports or documentation that may be required by Federal, State or local directives. The Provider shall use its best efforts to respond to any concerns of the City regarding Provider's programs and operations. The City may carry out monitoring and evaluation activities, including visits and observations by City staff and/or community surveys. Notwithstanding these terms, the City agrees that it shall not interrupt or disrupt any of Provider's activities or events during this process. The Provider shall ensure the cooperation of its employees and officers in such efforts. The City shall notify the Provider of any inconsistent, incomplete or inadequate information received by the City in the Provider's semi-annual report or obtained by the City from its monitoring and evaluation activities. The Provider shall provide an explanation or response to 61} It l 3 ryy 3 the City within thirty (30) business days after Provider's receipt of the City's notice. The Provider and the City shall work together to mutually resolve any problems. ARTICLE V1 RECORDS AND AUDITING 6.1 Records Of Sales During the Term and any Additional Term of this Agreement, the Provider shall :maintain and keep, or cause to be maintained and kept at the Property, or such other location in Miami Dade County as may be approved by the Provider, a full, complete and accurate daily record and account of all Gross Revenues, other revenues, if any, and expenses arising or accruing by virtue of its operations conducted at or related to the Property, including, but not limited to, any grants, donations, foundation support, tournaments, Special Events and/or other contributions to the Provider. All applicable records and accounts shall be available for inspection and/or audit by the City and its duly authorized agents or representatives during the hours of 8:00 AM to 4:30 PM, Monday through Friday. The Provider shall keep and preserve, or cause to be kept and preserved, said records for not less than sixty (60) months after the expiration of this Agreement. The Provider will cooperate with the City's internal auditors (or such other auditors designated by the City) in order to facilitate the City's examination of records and accounts. The Provider agrees that all documents, records and reports maintained and generated pursuant to this Agreement shall be subject to the provisions of the Public Records Law, Chapter 119, Florida Statutes. 6.2 Audit Provider shall deliver or cause to be delivered to the Director of Asset Management within sixty (60) days after the end of each Fiscal Year, a financial report covering the operation the Property for the prior Fiscal Year. The Fiscal Year shall mean each twelve-month interval commencing on July 1st and expiring June 30th Subject to laws applicable to Provider, the City, at its option and upon reasonable prior notice, may cause, at its sole cost and expense, a complete audit to be made of the Provider's business affairs, records, files, sales slips in connection with the Provider's operations on, from 61 V 14 Kil �) 0 or related to the Property for the period covered by any financial statement, report or record furnished by the Provider to the City. The Provider shall allow the City or the auditors of the City, upon reasonable prior notice, to inspect all or any part of the compilation procedures for the aforesaid reports. Records shall be available at the Property, or such other location in Miami approved by the Provider, Monday through Friday, between the hours of 8:00 a.m. and 4:30 p.m. The Provider will make sure that other users renting the facility will follow the City's required procedures. ARTICLE VII LICENSES; COMPLIANCE WITH LAWS 7.1 Licenses And Permits The Provider shall, at the Provider's sole cost and expense, obtain any and all licenses and permits necessary and in connection with the Provider's use and occupancy of the Property. 7.2 Compliance with Laws Each party to this agreement shall comply with all applicable laws, ordinances, and codes of federal, state, and local governments, now or hereinafter enacted, applicable to the parties obligations under this Agreement. The City has provided a Certificate of Occupancy attached hereto as Exhibit "D". ARTICLE VIII HAZARDOUS MATERIALS 8.1 Hazardous Materials The Provider shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, C. aG 15 including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances", under any such laws, ordinances or regulations (collectively "Hazardous Materials"). The Provider shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Property required for the Provider's use of any Hazardous Materials in or about the Property in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. The City recognizes and agrees that the Provider may use such materials in quantities appropriate for its use of the Property, for the purposes stated herein and that such use by the Provider shall not be deemed a violation of this Section so long as the levels of use of such materials are not in violation of any Hazardous Materials Laws. Upon termination or expiration of this Agreement, the Provider shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Property by the Provider or at the Provider's direction, to be removed from the Property and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The City acknowledges that it is not the intent of this Article VIII to prohibit the Provider from operating in the Property for the uses described in the Section of this Agreement entitled "Purpose Of Use And Occupancy Of Property". The Provider may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of Section 8.1 of the Agreement shall survive the expiration or termination of this Agreement. The City represents that: (i) There are no environmental violations, whether under federal, state, or local laws, existing on the Property to the best of its knowledge; (ii) There are no Hazardous Materials presently existing on the Property to the best of its knowledge. ARTICLE IX ALTERATIONS AND IMPROVEMENTS 9.1 Alterations Provider is a political subdivision of the State of Florida and as such, is not authorized to conduct improvements on property not owned by the Provider. Provider shall not make any improvements, construction, repair and alterations to the Property. All equipment and personal property used by the Provider at the Property shall be good quality and suitable for its purpose. The Provider may provide additional equipment and personal property necessary for its operation at the Property. Any equipment or personal property of Provider shall contain a College decal and/or property control number. The Provider shall have no responsibility whatsoever with regard to any mechanics liens filed against the Property as a result of work, labor, services, or materials contracted for by the City in connection with the Property. 9.2 Mechanic's Liens The Provider shall not permit any mechanics' liens to be filed against the Property, against the Provider's interest in the Property, or against any Alteration by reason of work, labor, services or materials supplied to the Provider or anyone having a right to use the Property. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Property nor as giving the Provider the right, power or authority to contract for or permit the rendering of any services of the furnishing of any materials that would give rise to the filing of any mechanics liens against the City's interest in the Property. If any mechanics' lien shall at any time be filed against the Property, the Provider shall cause it to be discharged of record within fifteen (15) days after the date the Provider has knowledge of its filing. If the Provider shall fail to discharge a mechanics' lien within that period, then in addition to any other right or remedy, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in �. ani 17 court of bonding, or in the event the City shall be entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the mechanics' lien by the lienar and to pay the amount of the judgment, if any, in favor of the lienor with interest, costs and allowances with the understanding that all amounts paid by the City shall constitute Additional Payments due and payable under this Agreement and shall be repaid to the City by the Provider immediately upon rendition of an invoice or bill by the City. Notwithstanding the aforementioned, the Provider shall not be required to pay or discharge any mechanics' lien, and will not be considered to have committed an Event of Default, as hereinafter defined, so long as (i) the Provider shall in good faith proceed to contest the lien by appropriate proceedings, (ii) the Provider shall have given notice in writing to the City of its intention to contest the validity of the lien, and, (iii) the Provider shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred ten percent of the amount of the contested lien claim with interest, costs and expenses, including reasonable attorneys' fees, to be incurred in connection therewith. The Provider shall have no responsibility whatsoever with regard to any mechanics licns filed against the Property as a result of work, labor, services, or materials contracted for by the City in connection with the Property. 9.3 Personal Property The Provider shall have the right to remove any personal property that it places in or on the Property. If any part of the Property is damaged by the removal of such items, said damage shall be repaired by the Provider at its sole cost and expense. The Provider's failure to repair any damage caused to the Property within sixty (69) days after receipt of written notice from the City directing the required repairs, shall constitute an Event of Default. The City may, however, elect to cause the Property to be repaired at the sole cost and expense of the Provider. The Provider shall pay City full cost of such repairs within fifteen (15) days of receipt of an invoice indicating the cost of such required repairs. 18 9.4 Changes and Additions to the Propert The City reserves the right at any time and from time to time to reasonably: (i) make or permit changes or revisions in its plan for the Property, including additions to, subtractions from, rearrangements of, alterations of, modifications of or supplements to the building areas, walkways, parking areas, or driveways, (ii) construct improvements on the Property and to make alterations thereof or additions thereto, and (iii) change location, size, content and design of any signage for the Property, subject to the condition that the City will work together with the Provider to minimize any interruption to the Provider's use and operation of the Property under the Agreement terms. Notwithstanding the above, except in the event of an emergency, the City shall obtain the Provider's prior written approval, which approval shall not be unreasonably withheld, as to the time frame for any proposed work to be performed by the City under this provision. The City acknowledges and agrees that the Provider shall have no liability whatsoever to the City or to any other parties for any damages, claims, liabilities or other costs arising from any actions or work undertaken by the City in connection with this provision. The City acknowledges that it shall be responsible for any such liabilities, claims or costs. ARTICLE X CITY'S INSPECTION AND RIGHT OF ENTRY 10.1 Inspection by the City The City shall have the authority to make periodic inspections of the Property and improvements thereof, during normal working hours. The Provider, at its sole cost and expense, shall be required to make any modifications in cleaning or maintenance methods to the services listed under subsections (a),(c),(f),(g),(h),(i),(1) and (m) as described in Section 13.2, reasonably required by the City. Prior to the beginning of each Agreement Year, City and Provider shall inspect the Property and the City's equipment as described in the Inventory and if by mutual agreement they determine that replacement of the equipment is desirable or necessary, then the City shall, at its sole cost and expense, provide such replacements with reasonable diligence. +?� 19 10.2 City's Right Of Entry The Provider agrees to permit the City, to enter upon the Property at all reasonable times, for any purpose City deems necessary to, incident to, or connected with the performance of the City's duties and obligations hereunder or in the exercise of its municipal functions. ARTICLE XI UTILITY CHARGES 11.1 Utilities The Provider, shall be responsible for payment of the cost of its consumption of the following utilities at the Property, electricity, telephone, water, gas, sewage disposal, storm water fees, trash and garbage removal as well as all cost for installation of any lines and equipment necessary. 11.2 City Not Liable For Failure Of Utilities The City shall not be liable for any loss of performance of income to Provider due to any failure of water supply, sewer, gas or electric current or for any injury or damage to any person or property caused by or resulting from any water, sewer, gas or electricity which may leak or flow from the water, sewer or gas mains on to any part of the Property. ARTICLE XII NO REPRESENTATION BY CITY 12.1 Condition Of Property The Provider has had the opportunity to inspect the Property and takes the Property in its present "as is" condition and state of repair and without any representation by or on behalf of the City At the expiration or earlier termination of the term of this Agreement, the Provider shall surrender the Property "broom clean" and in good order and condition, ordinary wear and tear excepted. ARTICLE XIII MAINTENANCE AND REPAIR OF PROPERTY 20 13.1 Provider's Maintenance And Re air Of Property The Provider shall, at its sole cost and expense, at all time during the Term and any Additional Term hereof, provide routine maintenance as stipulated in paragraphs 13.2 and I3.3 . The Provider shall not commit, or suffer to be committed, any waste in or upon the Property or do anything in or on the Property, which, detracts from the appearance of the Property. 13.2 Provider's Services The Provider shall, at its sole cost and expense, provide the following maintenance and services required for use of the Property: a) Cleaning and janitorial services for the Property, as needed; b) Employ, train, pay, supervise, discharge and determine the compensation of all employees necessary for the operation of the Property; C) Purchase supplies required for the operation of the Property, as determined by the Provider in its discretion, including but not limited to, office supplies, cleaning supplies, light bulbs, and food and beverages; d) All marketing and advertising required for its operations; C) Payment for consumption of electricity at the Property; f) Grounds services for the lawn and periodic removal of any nebbish or obstructions from the Property; g) Interior and exterior glass doors cleaning of the Property to be performed as needed but no less than once every month; h) Interior lighting; i) Painting touch up of interior of building; j) Security as is required for similar facilities; k) Any and all services required for Special Events; 1) Carpet cleaning and pressure cleaning sidewalk and perimeter areas; M) Payment for consumption costs relating to Waste disposal; n) Payment for consumption costs relating to telephone and cable; o) Payment for consumption costs relating to Water and sewage. 13.3 Service/Maintenance Agreements The Provider shall procure, at its sole cost, service maintenance agreements at a level not lower than the one provided by the City for the following services: a) Heating, ventilation and air conditioning as required for the comfortable use and occupation of the Property; b) Elevator service; c) Burglar & Fire alarm monitoring and maintenance services; d) Projection equipment maintenance; e) Fire extinguishers inspections; f) Backflow prevention test; g) Pest and pigeon control services; h) Existing interior signage (maintenance and repair) The Provider shall, promptly advises the City of any condition of the Property requiring maintenance or repair so as to prevent injury to persons and waste to the Property. The City shall be responsible for any maintenance and repair service costs for each of the above items to the extent they are not covered by the service or maintenance agreements procured by Provider. 13.4 CityServices Except as otherwise provided in this Agreement, the City shall maintain and repair the structural portions of the building, including the interior and exterior walls, under flooring and roof shall make all repairs and replacements of the elevator, plumbing, heating, air conditioning, electrical and life safety systems installed or furnished by the City, unless such maintenance and/or repair becomes necessary due to: (i) the misuse, act, neglect, fault or omission of Provider, its employees, agents, customers, licensees, or invitees in or about the Property; (ii) any damage occasioned by the failure of Provider to perform or comply with any terms, conditions, or covenants of this Agreement. The City shall not be liable under any circumstances for a loss of, or injury to, property, loss of profits, or for injury to or interference with Provider's business arising from or in connection with the making of or City's failure to make any repairs, maintenance, alterations or improvements in or to any portion of the Property or in or to fixtures, ��aa 22 appurtenances and equipment therein. The Provider hereby waives and releases its right to perform repairs at City's expense under any law, statute, or ordinance now or hereafter in effect in the State in which the Property is located. ARTICLE XIV INDEMNIFICATION AND INSURANCE 14.1 Indemnification The Provider, as a political subdivision of the State of Florida, is not authorized to provide indemnification. The Provider is self insured for its torts to the extent provided in Section 768.28, Florida Statutes. Therefore, the City and the Provider acknowledge and agree that neither of the parties is authorized to provide an indemnification to the other on terms such as those outlined below. 14.2 Insurance The Provider is self insured for its torts to the extent provided in Section 768.28, Florida Statutes, to cover bodily injury, death, and property damage arising as a consequence of the acts and omissions to act of its officers and employees. The City hereby accepts the College's self- insurance program for purposes of this Agreement. The City is self insured for its torts to the extent provided in Section 768.28, Florida Statutes, to cover bodily injury, death, and property damage arising as a consequence of the acts and omissions to act of its officers and employees. The Provider hereby accepts the City's self- insurance elf insurance program for purposes of this Agreement. Provider shall ensure that third parties renting the facility shall provide evidence of insurance to Provider for the rental period of the facility and that the City Of Miami is named as additional insured. 14.3 Damage Or Loss To Provider's Property The City shall not be liable for injury or damage which may be sustained to the Property or sustained by a person, goods, wares, merchandise or other property of the Provider, or the Provider's employees, agents, contractors, invitees, and guests or of any other person in or about the Property caused by or resulting from any peril whatsoever which may affect the Property, including, without limitation, fire, steam, electricity, gas, water, rain or theft which may leak or flow from or into any part of the Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property unless caused by the City or its officers, employees, agents or representatives gross negligence. ARTICLE XV DESTRUCTION OF PROPERTY 15.1 Destruction of Property Except as provided in Section 15.2 hereof, if the Property shall be damaged by fire, the elements, accident or other casualty (any of such causes being referred to herein as a "Casualty"), but the Property shall not be rendered wholly or partially untenantable, the City shall promptly cause such damage to be repaired, subject to collection of sufficient insurance proceeds. If, as a result of Casualty, the Property shall be rendered partially untenantable, then, subject to the provisions of the Section of this Agreement entitled "City's Option to Terminate Due to Casualty", the City shall cause such damage to be repaired. In such event, such repairs shall be made at the expense of the City, subject to the Provider's responsibilities set forth herein. The City shall not be liable for interruption to the Provider's business or for damage to or replacement or repair of Provider's personal property (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by the Provider under the provisions of this Agreement) or for damage to or replacement or repair of any improvements installed by Provider at the Property, The City shall not be obligated to spend more for the cost of repair than net insurance proceeds recovered with respect to such loss. In this regard, the City's repair of the Property may not result in the same being restored to its condition prior to any such Casualty; to the extent funds are not available to fully restore the Property to its pre -Casualty condition. In the event the cost to repair the Property is less than the net insurance proceeds received by the City, all excess insurance proceeds shall to the City. 24 �l F:� rJ 0 1 S.2 City's 012tion to Terminate Due to Casualty If the Property is (a) rendered wholly untenantable, or (b) damaged as a result of any cause which is not covered by the City's insurance, or (c) insurance proceeds are insufficient to restore the Property to a condition reasonably intended to carry out the purposes described in this Agreement, or (d) damaged or destroyed in whole or in part during the last three years of the Term, or (e) if the building is damaged to the extent to the extent that it cannot be used for Provider's intended purpose for a period of 90 consecutive days or more, then, either the City or the Provider may elect to terminate this Agreement by giving to the other party notice, of such election within ninety (90) days after the occurrence of such event. If such notice is given, the rights and obligations of the Parties shall cease as of the date specified in such notice. Upon any termination of this Agreement under any of the provisions of this Article, the Provider and the City shall each be released thereby from any further obligations hereunder accruing after such termination, except that such release shall not apply to any sums then accrued or due, or to the Provider's obligations under the Article of this Agreement entitled "Surrender of the Property" or to any obligation otherwise surviving the termination of this Agreement, and at such time the remaining balance of the Performance Deposit, less any sums the City is entitled to deduct, shall be returned to the Provider. ARTICLE XVI ASSIGNMENTS AND SUBLETTING 16.1 Assignment And Subletting Of The Property__ The Provider shall not, at any time during the term of this Agreement, assign, mortgage, pledge or otherwise encumber this Agreement, the term, or any interest hereunder; or lease or offer or advertise for leasing the Property or any portion thereof. 16.2 Event Of Bankruptcy Subject to applicable laws, if this Agreement is assigned to any person or entity pursuant to the provision of the United States Bankruptcy Code, as the same may be amended from time to time (hereinafter the "Bankruptcy Code"), any and all monies or other consideration payable or 25 otherwise to be delivered in connection with such assignment shall be paid or delivered to the City, shall be and remain the exclusive property of the City, and shall not constitute the property of the Provider or the estate of the Provider within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting the City's property under this Section not paid or delivered to City shall be held in trust for the benefit of the City and shall be promptly paid or delivered to the City. Any person or entity to which this Agreement is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Agreement on and after the date of such assignment. ARTICLE XVII OWNERSHIP OF IMPROVEMENTS 17.1 Ownership Of Improvements As of the Commencement Date and throughout the Term and any Additional Term, title to the Property, and all buildings and improvements thereon shall be vested in the City. Furthermore, title to all Initial Improvements and Alterations made in or to the Property during the Term, whether or not by or at the expense of the Provider, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. Any furniture, furnishing, equipment or other articles of personal property owned by the Provider and located in the Property, shall be and shall remain the property of the Provider and may be removed by it at any time during the Term or any Additional Term so long as the Provider is not in default of any of its obligations under this Agreement, the same have not become a fixture and so long as such does not materially affect the Provider's ability to use the Property and conduct its operations as provided herein. However, if any of the Provider's property is removed and such removal causes damage to the Property, the Provider shall repair such damage at its sole cost and expense in accordance with the provisions of Section 9.3 hereof. Any property belonging to the Provider and not removed by the Provider at the expiration or earlier termination of the Agreement shall be deemed to be abandoned by the Provider, and the City may keep or dispose of such property at the Provider's sole cost and expense. The Provider will reimburse the City for any costs associated with such abandoned property within fifteen (15) 0 C, 0 626 days of after receipt of written notice. At the expiration of the Term or any Additional Terni hereof, the Provider shall deliver to the City the keys and combination to all safes, cabinets, vaults, doors and other locks left by the Provider on the Property. 17.2 Equipment The City owns the equipment as detailed in Exhibit B attached hereto and made part hereof (the "City's Equipment"). The Provider will be permitted to use City's Equipment, at no cost, however, any additional equipment needed by the Provider for the Permitted Use must be provided at the Provider's sole cost and expense. The Provider shall provide a qualified technician to test and operate the City's Equipment. The Provider shall replace or repair, at its sole cost and expense, any of those items and any fixture or furnishing provided by the City lost, damaged or destroyed due to acts, omissions or negligence of the Provider or its agents or employees. Provider agrees to provide any and all security it deems necessary to protect its own equipment including insurance and protect and prevent from loss or damage the City's Equipment. Provider shall secure the Property at all times and at the closing of its operation hours. The production and talent costs for any event held by the Provider within the Property will be the responsibility of the Provider, and will be paid for by the Provider. The City shall be responsible for such expenses for city -sponsored events. ARTICLE XVIII SIGNAGE 18.1 Signs The Provider shall be permitted to place signs or posters related to the Provider operation on the areas designated on the exterior and interior of the Property. The Provider shall not permit any signs, advertising materials or other objects to be placed or hung on any portion of the Property or allow any change or modification to the exterior or any material change or modification to the interior of the Property except with prior written approval of the Director, � — 9 ( �� 27 may be conditioned or withheld in the City's sole discretion. The Provider must also obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the expiration or earlier termination of this Agreement, for any reason, the Provider shall, at its sole cost and expense, remove and dispose of all signs, advertising materials or other objects of Provider located on the Property. Provider acknowledges that the Property has been designated by the Miami City Commission as a historic site in accordance with Section 23.1-3 of the Code of the City of Miami, as amended. Accordingly, Provider agrees that at all times during the Term: a) Provider, shall ensure that no work is done to the interior of the Property by Provider. b) Provider shall ensure that the no changes or alterations are made to the exterior of the Property. Any changes or alterations to the exterior of the Property shall be approved by the City's Historic and Environmental Preservation Board (the `Board") and must meet the Secretary of the Interior's Standards for Rehabilitation. ARTICLE XIX SPECIAL ASSESSMENTS AND TAXES 19.1 Special Assessments And Taxes The parties acknowledge and agree that the Provider in its capacity of educational institution is immune from taxation and is a political subdivision of the State of Florida. In no event shall the Provider be obligated for the payment of any taxes, special assessments or similar items of the Property. In the event the Property is subject to taxation and the Provider does not pay, the City has the right to terminate this agreement upon providing written notice to the Provider. ARTICLE. XX DEFAULT 20.1 Events of Default - Provider. Each of following events is defined as an Event of Default: 28 (a) The failure of the Provider to pay any Annual Fee or Additional Payments, when due and the continuance of the failure for a period of fifteen (15) days after notice in writing from the City to the Provider; (b) The failure of the Provider to perform any of the other material covenants, conditions and agreements of this Agreement on the part of the Provider to be performed and the continuance of the failure for a period of fifteen (15) days after notice in writing (which notice shall specify the nature of the default) from the City to the Provider, unless with respect to any default which cannot be cured within fifteen (15) days, the Provider, in good faith, promptly after receipt of written notice, shall have commenced and continued diligently to reasonably prosecute all action necessary to cure the default and shall have so notified the City in writing; (c) The Provider is a political subdivision of the State of Florida. (d) The filing of an application by the Provider: (i) for a consent to the appointment of a receiver, trustee or liquidator of itself or all its assets; (ii) of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (iii) of a general assignment for the benefit of creditors; (iv) of an answer admitting the material allegations of, or its consenting to, or defaulting in answering, a petition filed against it in any bankruptcy proceeding; (e) The entry of an order, judgment or decree by any court of competent jurisdiction, adjudicating the Provider as bankrupt, or appointing a receiver, trustee or liquidator of it or of its assets, and this order, judgment or decree continuing unstayed and in effect for any period of sixty (60) consecutive days, or if this Agreement is taken under a writ of execution; or (f) The failure of Provider to remit any information, to the City's satisfaction, requested in the Section of this Agreement entitled "Provider's Covenants". In the event this Agreement is assumed by or assigned to a trustee pursuant to the provisions of the US Bankruptcy Code, as the same may be amended from time to time, the trustee shall cure any default under this Agreement and shall provide the City with adequate assurance of future performance of all of the terms and conditions of this Agreement. If the trustee does not cure such default and provide such adequate assurances within the applicable time periods provided by the Bankruptcy Code, then this Agreement shall be deemed rejected automatically and the City shall have the right immediately to possession of the Property and 29 shall be entitled to all remedies provided by the Bankruptcy Code for damages for breach or termination of this Agreement. 20.2 City Remedies in Event of Default The City may treat any one or more of the Event(s) of Default as a breach of this Agreement, and thereupon at its option, , the City shall have, in addition to every other right or remedy existing at law or in equity, the right to do any one or more of the following: (a) Elect to cancel and terminate this Agreement and dispossess the Provider by giving a fifteen (15) day notice of such election to the Provider, and reenter the Property.. In the event of such termination, the City shall have the right to seek any damages sustained by it by reason of the Provider's actions or inactions and the resulting termination of this Agreement. Upon termination of this Agreement, the Provider shall immediately cease all operations at the Property and surrender the Property in accordance with the provisions contained herein. (b) Perform, on behalf of and at the expense of the Provider, any obligation of the Provider under this Agreement which the Provider has failed to perform, the cost of which performance by the City, together with the interest thereon at the rate of ten percent (10%) from the date of such expenditure, shall be deemed Additional Payments and shall be payable by the Provider to the City upon demand. (c)Exercise any other legal or equitable right or remedy, which it may have under this Agreement, at law or in equity. Notwithstanding the provisions of clause (b) above and regardless of whether an Event of Default shall have occurred, the City may exercise the remedy described in clause (b) without any notice to the Provider if the City, in the exercise of its good faith judgment, believes it would be injured by failure to take rapid action or if the unperformed obligation of the Provider constitutes an emergency. All of the remedies of the City shall be cumulative, and enforcing one or more of the remedies herein provided upon an Event of Default shall not be deemed or construed to constitute a waiver of such default, or an election of remedies. Any costs and expenses incurred by the City in enforcing any of its rights or remedies under this Agreement shall be deemed to be an Additional Payment and shall be repaid to the City by the Provider upon demand. 20.3 Repeated Defaults If more than twice during any twelve (12) month period during the Term or any Additional Term hereof, the Provider fails to satisfy or comply with the same or substantially the same material requirements or provisions under this Agreement (except where such repeated default arises from acts of God or results from causes or conditions not attributable, directly or indirectly, to the Provider, its guests, employees, agents or others within the Provider's control), then at the City's election, the Provider shall not have any right to cure such repeated default. In the event of the City's election not to allow a cure of a repeated failure to satisfy or comply, the City shall have all of the rights and remedies provided in this Agreement relative to an Event of Default. ARTICLE XXI NOTICES 21.1 Notice All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service or by certified mail addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. NOTICE TO CITY: City of Miami City Manager 444 SW 2 Avenue, 10`" Floor Miami, Florida 33130 WITH COPY TO: City of Miami Office of Asset Management 444 SW 2 Avenue, 3' Floor Miami, FL 33130 NOTICE TO PROVIDER: Miami Dade Community College Attn.: .lose A. Vicente Office of the Campus President 627 SW 27 Avenue Miami, FL 33135 NU • ARTICLE XXII • MISCELLANEOUS PROVISIONS 22.1 Ingress And Egress The Provider shall have complete ingress/egress to the Property and the same is not limited by any law, ordinance, rule or regulation. 22.2 Use Rights The Provider acknowledges that the Provider has been retained as a contract manager only, and as such, the Provider shall have no interest in the Property as owner, lessee or otherwise. The City hereby reserves all mineral rights and all land ownership rights. It is expressly understood and agreed that no real or personal property is leased to the Provider, that this is a management agreement and not a lease, that the Provider's right to use the Property shall continue only so long as the Provider shall timely comply with each and all of the undertakings, provisions, covenants, agreements, stipulations and conditions contained herein. The Provider agrees not to represent itself as an agent or associate of the City or any unit thereof. The City shall retain legal possession of and control over the Property 22.3 City Approval Whenever prior approvals must be given hereunder by the City Manager or the Director, as applicable, the City Manager or the Director, respectively, shall approve or disapprove any such item in its reasonable discretion unless a different standard is expressly provided in this Agreement with respect to such item. 22.4 Successors And Assigns This Agreement shall be binding upon the Parties hereto, their heirs, executors, legal representatives, successors and assigns. 32 22.5 Surrender Of Property Upon the expiration or earlier termination of this Agreement by lapse of time or otherwise, the Provider shall promptly and peacefully surrender and deliver possession of the Property to the City in accordance with the covenants herein contained. 22.6 Amendments No amendment or modification of this agreement shall be effective unless in writing and signed by the parties hereto. The City Manager is authorized to amend or modify this agreement on behalf of the City without further approval of the City Commission. 22.7 Construction Of Agreement This Agreement shall be construed and enforced according to the laws of the State of Florida and venue for any litigation shall be in Miami Dade County, Florida 22.8 Court Costs And Attorneys' Fees In the event of any litigation between the parties, all expenses, including reasonable attorneys fees and court costs, at both the trial and appellate levels incurred by the prevailing party, shall be paid by the non -prevailing party. 22.9 Waiver Of Jury -Trial The Parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding, claim or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the Parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and the Provider entering into the subject transaction. 33 • 22. 10 Severability C7 If any provision of the Agreement, or any paragraph, sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder of the Agreement shall be construed as if such invalid part were never included herein and the Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. 22.11 Waiver No waiver of any provision of this Agreement shall be deemed to have been made unless such waiver is in writing and signed by the parties to this Agreement. The acceptance of Annual Fee or Additional Payments by the City, with knowledge of any breach of this Agreement by the Provider or of any default on the part of the Provider in the observance or performance of any of the conditions, agreements or covenants of this Agreement, shall not deemed to be a waiver of any provision of this Agreement. The failure of either party to insist upon the strict performance of any of the provisions or conditions of this Agreement shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. 22.12 Captions The captions contained in this Agreement are inserted only as a matter of convenience and for reference and do not define, limit or prescribe the scope of this Agreement or the intent of any provisions thereof. 22.13 Radon Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of Radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding Radon and Radon testing may be obtained from your county public health unit. 34 • 22,14 No Recordation • The Provider shall not record this Agreement without the prior written consent of the City. However, the City Manager may require that this Agreement be recorded or a "Short Form" memorandum of this Agreement be executed by both Parties and recorded. 22.15 Cancellation by Request of Either of the Parties Without Cause. Either party may cancel this Agreement at any time, without cause or reason, by giving one hundred eighty (180) days written notice to the non -canceling party prior to the effective date of the cancellation, Upon the effective date of such cancellation, the parties shall be relieved from any further obligations under this Agreement. 22.16 Agreement Preparation This Agreement is the result of negotiations between the Parties and has been typed/printed by one party for the convenience of both Parties. The Parties agree that this Agreement shall not be construed in favor of or against either of the Parties. ARTICLE XXIII HOLDING OVER 23.1 Holding Over The Provider shall vacate the Property upon the expiration or earlier termination of this Agreement. The Provider shall reimburse the City for all damages proven to be incurred by the City from any delay by the Provider in vacating the Property. if the Provider remains in possession of all or any part of the Property after the expiration of the Term or any Additional Term hereof, as the case may be, with or without the express or implied consent of City, such occupancy shall be from month-to-month only and not a renewal hereof or an extension for any further term, subject to all conditions, provisions and obligations of this Agreement in effect on the last day of the last term hereof, except that the month-to-month occupancy will be terminable on fifteen (15) days notice given at any time by either party. F 35 23.2 Per Diem In the event that the Provider fails to peacefully surrender the Property at the expiration of the term of this Agreement and any extensions thereof, after a notice of cancellation of the Agreement by the City (the "City Notice") as provided in Article XX of this Agreement, then the City shall, in addition to all other remedies, shall be entitled to collect from the Provider, and the Provider shall pay to the City, a per diem fee of One Hundred Dollars ($100.00) for each day that the Provider remains in the Property in violation of this Agreement (the "Per diem Fee"). Acceptance of the Per diem Fee by City shall, in no event, constitute a waiver of the City's rights under this Agreement and shall not prevent the City from pursuing all other remedies to which is entitled including but not limited to the right to seek injunctive relief to eject the Provider from the Property. ARTICLE XXIV AFFIRMATIVE ACTION 24.1 Affirmative Action The Provider shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement, which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, individuals with disabilities, and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, the Provider shall submit a Statement of Assurance indicating that their business is in compliance with all relevant Civil Rights laws and regulations. 24.2 Nondiscrimination The Provider agrees that it will not discriminate against any person based upon race, religion, color, sex, ancestry, age, national origin, disability or marital status, in the use of the Property and improvements thereof. It is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, the City shall have the right to terminate this Agreement. 36 • • ARTICLE XXV MINORITY PROCUREMENT The Provider, as a political subdivision of the State of Florida, must abide by specific laws relating to procurement. ARTICLE XXVI ENTIRE AGREEMENT 26.1 Entire Agreement This Agreement represents the total agreement between the Parties. All other prior agreements between the Parties, either verbal or written, are superseded by this Agreement and are therefore no longer valid. This Agreement shall not be binding on the Provider until such time as the District Board of Trustees of Miami Dade Community College approves this Agreement. IN WITNESS WHEREOF, the parties hereto have individually, through their proper officials, executed this Use the day and year first herein above written, ATTEST: By: Walter J. Foeman City Clerk APPROVED AS TO FORM AND CORRECTNESS By: Alejandro Vilarello City Attorney THE CITY OF MIAMI, a municipal corporation of the State of Florida wo Carlos A. Gimenez City Manager APPROVED AS TO INSURANCE REQUIREMENTS Mario Soldevilla Risk Management 37 ATTEST Print Name & Title STATE OF FLORIDA ) COUNTY OF DADE ) MIAMI DADE COMMUNITY COLLEGE IN Print Name & Title The foregoing instrument was acknowledged before me this day of , by of Miami Dade Community College, a non-profit corporation of the State of Florida, on behalf of the corporation. He/she is personally known to me or has produced as identification and who did (did not) take an oath. Notary Public Signature Print Name of Notary Commission No. 38 cc 133uis Hi 8 WS A� a a �FO L NF tLu l§d[ Ticket Booth Reception Area (First Floor) 1 Fire Extinguisher ABC RF -182739 2 Water Fountains TOWER THEATER EXHIBIT B EQUIPMENT 1 Fire Extinguisher ABC Concession Area 2 Water Fountains Sunroc QUANTITY ITEM MANUFACTURER MODEL SERIAL NUMBER 1 Ice Maker Scotsman SLE400 AS -1A 262759-05P 1 3 Compsink 1 Fire Extinguisher Tabco 94-K4-R4P 1 Handsink Chairs 1 Sandwich preparator Randell 9200-32-7 T000067427 1 Grill Star Grill GR -14 GRC01132 1 Hot Dog Warmer APW HR -20 21010002003 1 Food Warmer APW HD -3B 002DO8339 1 Dispenser APW CCWMKVII 12070002009 1 Dispenser APW CCWMKVII 12070002018 1 Display Case Federal SCT -2 1 Juice Dispenser Jet Spray JWT-303 TZA0010JC126 1 Popcorn Machine Star G14Y G1402956 1 Butter Dispenser Star 3WL 3AO32858 1 Fire Extinguisher ABC RD -862855 Ticket Booth Reception Area (First Floor) 1 Fire Extinguisher ABC RF -182739 2 Water Fountains Sunroc Mezzannie 1 Fire Extinguisher ABC RF -181662 2 Water Fountains Sunroc Cinema #1 Chairs 1 Fire Extinguisher ABC RF -175502 1 Fire Extinguisher ABC RM -686973 Cinema #2 Chairs 1 Fire Extinguisher ABC RF -182736 1 Fire Extinguisher ABC RF -182735 1 Water Fountain Sunroc Janitorial Room 1 Water Heater P6302ORSGW M99143114 I._ - . ._ - • -2- • Projection Room See attached list for description of equipment 1 Fire Extinguisher ASC C. 6) F� S INTERNATI&AL CINEMA INVOICE EQUIPMENT CO., INC. 100 INE 39th Street, Miami, FL 33137 U.S.A. EXHIBIT B INVOICE M 82339 Ph. (305) 573-7339 / Fax (305) 573-8101 E-mail: Iceeo©aol.com Web: www.iceco.com JOB 11037 ICECO PKID-. 82339-11037 Ship to: DATE 44/34n000 >old to: CITY OF MIAMI CITY OF MIAMI TOWER THEATER AUDIO I VISUAL EQUIP. TOWER THEATER AUDIO 1 VISUAL EQUIP. AND RELATED ITEMS AND RELATED ITEMS Attu: LILIA MEDINA, COMMUNITY PLANNER Phone 305 416-1429 MIL POMS Fax 305.416-2156 2 2 OUR DELIVERY Trackbig Number Descriptia6 ��:T ITEM A: CENTURY 35MM PROJECTOR HEAD EQUIPPED WITH: AIR COOLED TRAPS AND GATES, TWIN LENS AUTOMATIC TURRET AUTOMATIC APERTURE PLATE CHANGER, MICROPROCESSOR TURRET CONTROLLER DUAL 2:35 AND 1185 APERTURE PLATE DUAL 2:35 AND 1:66 APERTURE PLATE REBUILT 1 YEAR WARRA-31'" PRnrFCTOR SRN 10215, 10216 ITEM B: CENTURY R3£ FORWARD SCA,`J SOIINDHEAD, REVERSE RED LIGiTi' ANALOG STEREO READER SYNCHRONOUS MOTOR SPARE BELT KIT DA,�iPING FLUID REBUILT I YEAR WARRANTY SIN'S 10215.10216 ITEM C, ELMO LX2200 PROFESSIONAL 16MM SOUND PROJECTION SYSTEM INCLUDES 2000 WATT XENON LAMPHOUSE POWER SUPPLY, FLAT & SCOPE LENSES 2 6000' REELS 4 2000' SPLIT REEL l 16MM TAPE SPLICER 2 XENON BULBS (ONE FOR SPARE) SM 4C08 Ate, LILIA MEDINA, COMMUNITY PLANNER Phone 343 416-1429 MR. POMS pru 305.416-2136 1 J• .i i, 4K�1��'7R' ToiMl Weight S2 NET DJR ,,- ► . 59,775 0 S9,17.4,0I S9,77;l 1 1 Order r%> • ke Date .+ '> 03/1012000 0412412000 0444/2000 Cuatower Order# Bales Parson 290144 DJR Qty. Qt�t Qty• Ordered Slimed 810 2 2 2 OUR DELIVERY Trackbig Number Descriptia6 ��:T ITEM A: CENTURY 35MM PROJECTOR HEAD EQUIPPED WITH: AIR COOLED TRAPS AND GATES, TWIN LENS AUTOMATIC TURRET AUTOMATIC APERTURE PLATE CHANGER, MICROPROCESSOR TURRET CONTROLLER DUAL 2:35 AND 1185 APERTURE PLATE DUAL 2:35 AND 1:66 APERTURE PLATE REBUILT 1 YEAR WARRA-31'" PRnrFCTOR SRN 10215, 10216 ITEM B: CENTURY R3£ FORWARD SCA,`J SOIINDHEAD, REVERSE RED LIGiTi' ANALOG STEREO READER SYNCHRONOUS MOTOR SPARE BELT KIT DA,�iPING FLUID REBUILT I YEAR WARRANTY SIN'S 10215.10216 ITEM C, ELMO LX2200 PROFESSIONAL 16MM SOUND PROJECTION SYSTEM INCLUDES 2000 WATT XENON LAMPHOUSE POWER SUPPLY, FLAT & SCOPE LENSES 2 6000' REELS 4 2000' SPLIT REEL l 16MM TAPE SPLICER 2 XENON BULBS (ONE FOR SPARE) SM 4C08 Ate, LILIA MEDINA, COMMUNITY PLANNER Phone 343 416-1429 MR. POMS pru 305.416-2136 1 J• .i i, 4K�1��'7R' ToiMl Weight S2 NET DJR ,,- ► . 59,775 0 S9,17.4,0I S9,77;l 1 1 I Qq Onkmd 2 2 z 2 2 2 3 l 2 3 1 2 2 2 2 2 Dweripdam REBUINT LT 1 YEAR WARRANTY 5'7� 220881 ITEM D' ORC OPTIMAX XENON CONSOLE WITH COLD METAL DICWtOIC REFLECTOR. AMP/HOUR METER, PROJECTOR SUPPORT, LEVEL DEVICE. RECTIFIER SET FOR 220V 3 PHASE BUILT IN CIRCUIT BREAKER PANEL, 2000 WATT BULB CAPACITY, REBUILT 1 YEAR � MODEL CU2000 30 SM LL0053006 AND SiN-LL00528C6 4--- ITEM E: CRUSTIE AUTOMATION SYSTEM PREWIItED INTO CONSOLES INCLUDES FAILSAFE AND CUE DETECTOR, NEW THEIS AUTOMATION SYSTEM WILL HANDLE OPTIONAL EN'ITRLOCK OF ONE PRINT WITH TWO PROJECTOR SYSTEMS I'T'EM F: CHRIM AW3R 35MM 3 DECK FILM PLATTER DELIVERY SYSTEM Willi 3 PLATES OF MINIMUM DIAM ER OF 52 INCHES I REMOVABLE PAYOUT TO BE INCLUDED REBUILT 1 YEAR WARRANTY SINS i0P8586AA 1OP859SAA ITEM G: ORC 2000WATT BULB, NEW S/N 00833011, 0OB33067, 0OC34386 ITEM H: CHRISTIE MAKEUP TABLE W05 REBUILT 1 YEAR WARRANTY SM 10H U46AD fT'EM 1: WESTAR PROJECTION LENS MULTI COATED, AIR SPACED FOR 1:55 PICTURE FORMAT, FLOCAL LENGITi TO BE TESTED AND CONFIRMED AT SITE, HIGH DEFTNMON, NEW SIN'S 850170, 98129 ITEM J: WESTAR PROJECTION LENS MULTI COATED ATR SPACED FOR 1:66 PICTURE FORMAT, HIGH DEFINITION, NEW sin's 98139, 98133 ITEM K. WESTAR A,NAMORP1iIC LENS SYSTEM FOR 2:35 PROJECTION, NEW 97-0227,66959 ITENt L. WESTAR STANDARD 35MM FILM TAPE SPLICER, USES NOT PERFORATED SPLICING TAPE. NO SM ON ITEM ITEM Nt, EIKI VIDEO PROJECTOR FOR LARGE SCREEN VIDEO IMAGES. LCX IU WITH REMOTE CONTROL, NEW SIN G930278; Ulm HN $1, $3,375.001 $4 S5 $450 S1, 5275 S11.795. TOW $7 Lul S 1,410.0q 5900. S3,;00 5275 S11.791 I [TEM N PIONEER PROFESSIONAL DVT) PLAYER 5975.00 S� DVP 5330 SoN 0363608 a K 41 u 2 Qq. � AdMM Daeripdo� O nkni wo I I MM O: SONY VHS PLAYER SLVM20HI SIN 0130052 ! ITEM P: ROLLAROUND PROJECTION TABLE FOR VIDEO PROJECTOR NO SIN AVAILABLE 2 2 ITEM Q: SETS KELMAR REEL ARM SERIFS PGS7000 WTTH PLATTER GUIDANCE ROLLERS, I2"SHAFTS i RECONDTIIONED I YEAR WARRANTY NO SIN AVAILABLE I 1 ITEM R. KELMAR RTV8900 REWRM DUAL POWER HEAD, WITH 5116" AND 1 12" SHAFTS FOR 35MM AND 16MM SHAFTS NO SIN AVAILABLE 20 20 ITEM S: ROLLS SPLICING TAPE 4 i ITEM T: PACKAGES CUE TAPE 4 i ITEM U. GOLDBERG 6000 FOOT REELS EZ HUB, RECONDITIONED 2 2 ITEM V: GOLDBERG REELS 6000 FOOT SOLID HUB RECONDITIONED I 1 ITEM X: NEUMADE 60M FOOT CAPACITY REEL CABINET, RECONDT170NED I YEAR WARRANTY ! ! ITEM Y: NEUMADE LCI LENS CABINET RECONDITIONED, WnH KEY LOCK I 1 ITEM Z: NEUMADE WAC1 PARTS CABINET, RECONDITIONED WITH KEY LOCK 5 FMM AA. PACKS LENS TISSUE. ROSCO 5 OR EQUAL I I ITEM BB: BOTTLE LENS CLEANER KODAK OR EQUAL ! ITEM CC: GALLON FILM CLEANER I ! !TEM DD: LOT FOLLOWING NEW SPARE PARTS EE.: SPARE MOTOR FOR PROTECTOR I I I I FF: SPARE SET ROLLERS FOR PROD. 1 I GG: SPARE SET PROJECTOR AND SOUNDHEAD SPROCKETS 35MM ! }W: SPARE SET BEARINGS 35MM ! I I It SPARE. SET GEARS I PULLEYS 35MM I I JT: DOLBY CP500 SR ANALOG SIGNAL PROCESSOR. NEW SIN 509030 Usk HN ss9s 5370 $2 $19 SI. $107.0 $30.( 5178.( $95.+ $250. $4,995. T� ss ool 5225.00 1 f7i0.00� $110.001 $175.00 S1-1. $20'. 330. $178 S95 5254 W"l Qh'• Qh'• �'' DMl1'IMlirr O"wrd wo 1 I KK: DOLBY CPSOOD ANALOG AND S4,7SO.00 DIGITAL SIGNAL PROCESSOR, NEW S590-001 SM 109162 1 I LL: DOLBY CAT•701 READER. NEW SM 506292 I 1 MM: DTS DIGI'T'AL PROCESSOR SM 11968 10 t0 NN: QSC MODEL 900 AMPLff1ERS, NEW SIN'S 020001048,020001031,020001054, 020041055,020001059,020001063, 020001064, 020001065, 020001066, AND 2001072 2 2 rMM 00 DOLBY CROSSOVER CARD 1 1 ITEM PP: DOLBY INTERFACE CARD FOR DTS, NEW 2 2 rnaw! QQ: BOOTH MONITOR Abe AND SPEAKER 2 2 RR: STEEL WELDED EQUIPMENT RACKS ENCLOSED 2 2 SS: CUSTOM PREWIRING OF SOUND RACKS 6 6 TT: IBL 4675-8LF SPEAKER 20 20 ITEM UU: IBL 8340A SURROUND 20 20 ITEM VV: IBL SURROUND MOUNTING MOUNTING BRACKETS 4 4 [TEM WW: IBL 4645 SUB WOOFER FOR LARGE AUDITORIUM I I TIEM XX TECHNIKOTE l 1'6"X 27 SCREEN I I ITEM YY: HARKNESS OR STEWART SCREEN ROLL UP FINAL SIZE 19'7- X 30'. PERFORATED WITH 12'6" X 29'6' VIEWING TOP AND BOTTOM MASKING INCLUDED CHANGE MODEL TO DA -LITE SCENIC ROLLER, TIME CONSIDERATIONS MAKING IT MOOSS®LE TO PROVIDE HARKNESS OR STEW ART 1 1 ITEM A 1: WESTAR FRAME 126" X 28' 1 1 ITEM A2" HARD FIXED MASKING FOR SCREEN 02 usk HN TNd $7,850,00 37,E 51,998. St. S4,7SO.00 $4, S590-001 $5, S31 S325 sl S5,700.Q 525. $695,00 52.780. 5700 5704 520,700. S20.700 5460.00 S461 S1,988.1 1,988. S 1,98 �_ _ A Q "4 Ain" 2 3 1 5 4 20 1 2 3 I 5 4 20 I I 2 i l i ow. mw Dweripd" Wo ITEM Al OMNITERM TICKETING AND POINT OF SALE SYSTEM: AS FOLLOWS MANAGERS SSYTEM APPLICATION SOFTWARD PACKAGE NETWORK HARDWARE TO CONNECT MANAGEMENT SYSTEM TO BOXOFFICE AND/OR CONCESSION SYSTEMS MANAGERS PC SYSTEM MINIMUM 300 + 3.2GIG 32WO RAM CD ROM INTERNAL TAPE BACKUP, 15" SVGA MONITOR PC UNIT SIN 95000135AQ MONTrOR W946257122 , HP LATER PRINTER 6NDPI SM USL0048697 BOXQFFICE TICKET TERMINAL MODEL P05000TS TOUCH SCREEN VERSION 15" COLOR MONITOR NOTE: KEYBOARD SYSTEM SIN E535935TO62100163 BOXOFFICE CUSTOMER DISPLAY POLE WTI'H 2 LINE VACUUM FLOURESCWr DISPLAYS BOXOFFICE -nCKET PRINTER WRHOUT CUTTER 3" MODEL PLTX2003 FOR FAN FOLDED TICKETS FLUSH MOUNTED IN COUNTER SIN P>;'M002RI CONCESSION PADS, MODEL 4000E IUCRO SOLUTION, WEDGEaA MBRANE VERSION 49 PRODUCT KEYS S/N 1985,1983 ELECTRONIC CASH DRAWERS INSTALLATION OF TICKET SYSTEM INCLUDES TRAVEL AND TRAINING ITEM A4: CASES TICKETS, 13,000 TICKETS PER CASE ITEM A5: HEAIUNG IMPAIRED SOUND SYSTEM ITEM A5 AUDEX RECEMRS ITEM A7. FREIGHT ON ROLLUP/DOWN SCREEN ITEM! AS: INLAID FREIGHT FOR ALL OTHER MMS ITEM A9:INSTALLATION OF SOUND AND PROJECTION SYSTEMS ITEM .A 10 INSTALLATION OF ROLLUP SCREEN INCLUDES LABOR AND MATERIALS ITEM A I I INSTALLATION OF FDCED SCREEN AND FRAME ITEM A 12: LOOP ACCUMULATOR Udt Not $5. S2, $I Twl 51,1 $1 S13 $93 35. 51 S650. 53.752. S 1,850. S 1,900. s1 -W.: $3,000. S6,000. S3,500. $3.500 $1,000. S 1,000 5300.,• S30C r a �� �., �1► 19 owe 5 �l onk"d FZ I l 2 3 2 1 1 2 3 2 i YY. + DwApdom Teo FOR RrT'ERLOCKING TWO THEATMU ITEMA 13: SET ROLLERS FOR GUIDING FILM TO INTERLOCK TWO THEATERS ITEM A14: SOUND REINFORCEMENT SYSTEM FOR CINEMA NO I. ITEM A 15: LOT CASTERS MONIED ON JBL 4675 SPEAKERS SUB TOTAL ITEM A 16 OFF SITE STORAGE PER DAY NO CHARGE ITEM A17 WARRANTY- ALL 1lVa MiI�ITMUM I YEAR FACTORY AND I YEAR LOCAL WARRANTY. WARRANTY REPAIR OR REPT ACEMWr OF ALL ITEMS FOUND TO BE DEFECTIVE IN MANUFACTURE OR ASSEMBLY. 'SEE BELOW FOR DETAILS A18: 60 MONTH SERVICE CONTRACT (DOES NOT INCLUDE REPLACEMENT PARTS) • SEE BELOW FOR FULL SERVICE CONTRACT SPECIFICATIONS ITEM A20: SUPPLY AND INSTALL PROJECTION PORTS, NO CHARGE A 19:ORIGINAL ALLOWANCE FOR THEATRICAL LIGiTMG SYSTEM A21 PERFORMANCE BOND TOTAL EQUIP�,IENT AND SERVICES AS DETAILED IN ORIGINAL CONTRACT CREDITS / CH kNGES I ADDITIONS CREDIT ITEM R: CHANGE TO RECONDITIONED I YEAR WARRANTY CREDIT FOR ITEM QQ: CHANGE ORDER FROM `!EW TO RECONDITIONED CREDIT FOR 3 ITEM TT: CHANGE QTY 3 OF THE SLAC TO JBL 3678 SPEAKERS CREDIT FIEM Ww: JBI, 335 SUB WOOFER SUBSTITUTE FOR SMALL AUDITORIUM CREDIT FOR FTEM XX; CHANGE SCREEN SIZE TO TX 2 P4" BECAUSE OF SIZE LIMITATIONS umk wd 5500,04 S11 S -5796•( •S I OO.I -$815. -5267 Tom $1 .5175. -517 I 1 1 CREDIT CHA,*iGE ITEM A I TO 10X21'4" G10, page 8 Orion lwp 2 x 2 2 20 20 1 1 1 1 1 1 I 4 4 2 1 l l I l 2 1 4 1 0 4 4 2 I 1 l l 1 2 4 1 947• w DMerlptbw X10 CREDIT FOR ITEM A5, QUANTITY CHANGED TO TWO, MODEM CHANQED TQ PHONIC EAR CREDIT FOR ITEM A5: LOWER PRICE CREDIT FOR ITEM A6: CHANGE TO PHONIC EAR RECEIVERS, BE-MRPRICE CREDIT FOR ITEMS A21: PERFORMANCE BOND. PERFORMANCE BOND NOT REQUIRED CREDITT A I S: oNLY ONE YEAR SERVICE CONTRACT REQUIRED SUB TOTAL LESS CREDITS ADDITIONAL COST TO FURNISH AND INSTALL ELECTRICAL MOVABLE MASKING SYSTEM FOR CINEMA NO.2 INCLUDES SET OF MOVABLE BLACK MASKINGS. ADJUSTABLE FOR DIFFERP.NT FIl,M FORMATS, MASKING MOTOR RIGGING, TRACKS, CABLES. AND CONTROLS ADDITIONAL COST TO INCREASE THE SOUND AND THEATER LIGHTING SYSTEMS FOR CINEMA #1, AS AGREED FOR THE FINAL PACKAGE GRAND TOTAL SALES TAX. PLEASE PROVM E PROPER 130CUMENTATIOH FOR WAIVER OF SALES TAX CHARGES REINFORCEMENT SYSTEMS AS PRICED E ilIPMENT TMST I SIN'S AS FOLLOWS: !BL MSI I5 SPEAKER SSX85 TWO WAY OMNIMOUNT SPEAKER MOUNTING BRACKET QSC DUAL CHANNEL AMPLIFIER MODEL 1400 S,N 04653322,03652890,03652915,03652929 R -,\Ni; SM26B LINE. SPLs ER/N(=R/DRIVER RA,l;E MC22 2 CHANNEL COMPRESSOR/LMT PANE MQ302L STEREO 113 OCT. EQ EQW%v ENT RACK FX 16 SPIRfT MIC/LINE tifiXER W EFFECTS ' 1162N033313C ,4,TW•0952 UHF WIRELESS HANDHELD SYSTEM S,N :303.02838,2303-02832 ATW -0951 UFIF WIRELESS LAPEL SYSTEM SAN 2303.0:816 WALL MOUNTS FOR NfUCS BACK STAGE (RACK Ml LOT CABLES, SNAKES. CONNECTORS )UNTEU I Wit N �aw0a 7 Qjy. Ob• QIY, Dw4tPa Usit Not TN I OrderW I >w o JBL 60NPWRSYB pORTABL8 SOUND SYSTEM t WTiH 2 MICROPHONES, MIXER, 9PWERS, CABLES t 1 JBL SS2-13K TR200 SPEAKER STANDS EON MIXER 1tS2N-033313C EON SPEAKERS 1182N033313 -A 1192N033313•B t0 10 ALTMAN 575 STAR PAR 2 2 NS13 SAFE'T'Y CABLE 2 2 83PARBARRO MOUNTING BAR } l 1 NS13 79 SOCAPEX CABLE t t NS13 3T SOCAPEX CABLE LPRL 101) LITTLTm RACKLITE I I 0 DOUBLE t t LP6 t 2MPXDA LEPRECON 12 CH MPLX DIOIANA 1 t DIGItAJANALOG SM 964214 1 t NSL.EPRECON LFMX2400SPX . 1 NS 13 PORTABLE RACK FIIXW CONSOLE l 83 -TE DMX25 TEI 25' DMX CABLE Wft&rL'ISIK CON 1 1 t I NS13 RACKX DRAWER 10 to NS13 MALE LEVIN'rON AC PLUG 10 NS 13 FEMALE LEVINTON AC/PLUG 10 14 14 93 -FLK LAMP 575W 1 I5V CV600) *THEATER AND SERVICE CONTRACT WARRANTY CERTIFICATE KINDLY NOTE ATTACHED CFRT MCATES AND DocUMENTATiON OF THESE SERVICES x,06,044.0 TOW of invoice:Less 7!TOTA!L payments received: Balance Due: 5206,044'1 Thank you for your businessl sx , , I,ax pfX ? on Wy W* rg**Vd, Mw WyW hw'W SMA tea n gxX%b* w ww for mai nsbM 00 wV a fe" and noun oo.a Yxaw*�d a -g tt" Is 20%- H coG+ttlon P► ur pW4 P� haiwoom in " evwK of a d6twN und*r fttv" d PaYn�A tferW. �AY1Y7�n Grow W $60.00. RfNockUW NO RETURNS WLL BE ACCEP'TFO VN'rH0VT PR10R AurHORIZATIAW t rl 0 PIGS_5 I SPARES FOR TOWER 4 BG -6 BEARING 4 BG -9 BEARING 1 GR234 GEAR 1 GR -8 GEAR 1 GR -10 GEAR 1 GR -6 GEAR 1 GR -7 GEAR 1 GR -207 GEAR 2 AIE12 2 22SLO60 BELT 2 270L050 BELT I' 2 Ci -BB -28 PAD ASSY 1 2 DAMPING FLUID - 2 LUBRICANT TUBES 2 PAIRS SH -1811 t 2 BG 133 BEARING 4 SKI DC SPROCKET 2 BB47 INTERMITTENT SPROCKET 8 MNR422 ROLLERS 1 GR -4 GEAR / +tJ' USE OF l.. ►.';G'�� CCOLLEGE FATIES EXHIBIT C I of 3 1�1 Name Aa�,e$6 o' �+S�dn:Fal�c Entering Aare° r►enl. ("ereir, k,novin as the User) ZIP AQQgESS �� CATY S 11Tc (1AX EXEMPT NUMBER IF NDN -PROFIT ORGANOMON)� lTE'_EPA0 E N0i 1J h'J Sp9Cl'y Type OI Activity a --id Duration ALL RENTERS BE ADY{SEDTHAT THE D? STRICT BGAFD OFTRIJS'FES. M,DCC nOES NOT Pr,DVIDE FACIL17IE5 TOORGANIZA• TIONS OVER EXT ENDED PEAIOD$ OF TIME. RENTALS ARE ON A TEMPORARY $ASIS ONLY, AND;JSERS ARE URGEOTO MAKE OTHER ARRANGEMENT$ AS SOON AS POS6IRLE. r4 The h1lam,'.0ade Community Callepe $hail. a Furnls) light, heat and watar by meanS of the appliances instailed for ordinary purposes, but for no ot'zer purposes Interruptions, delays, or failure In furnl&hing any of the same caused by anything beyond the control of the Co:-nmunity College Shall not be Chargeable to the Community College. b. Not be responslbla for any damage, accidents or In]Liry that may happen to the User or h;s agents, servants, ernplcyees, spectators and any and all other particlparrts andior property from any cause whatsoever arising cLJ of or resulting from tie above described activity during the period covered by th;s agreement, and tie sa'd User hereby Weases and holds rjarmless Miami -Dade Community Col- lege from, and agrees to Indernnify it a jainst, any and all cialrrls for such damage, accident, or Irn,ury. c. Reserve t':e right, In the exercise of its disarellon, to rescind and cancel this agreement at any time when, in their opinion, or in the opinion of either, the purpose or purposes for which the premises herein described are being used ur irlended Ic, bo used, shall be obnoxious cr inimical to the best in- tere,sts of the Community Ccllaa,e; anything h,rreln contained not wlthslandiny. d. The a,-tivilies of M -DCC hale first priority and the College resarvg5 the right to alter trils schedule by notifying Ilia renting party 4B hours prior to a 6ot7eduled event. e. At its option, M -PCC attaches a rider which outlines the fee schedule and other detall specifications of this a.,reement, and becomas part of, this agreement, The User (Organization) shall: a. Obtain at the User's own cost and expense any and all licenses or permits required by law or or- dinance. b. Take the premises as tray are found at the time of occupancy by the User. in the eveni the User finds It necestiary to remove or change the equ;pment, the changes shall be made by the User at the User's expense and shall be replaced as found; provided, however, that no removals or changes shat! be made without prior wrlttan conseni of the Campus Vice Presi:ten' or designee. c. FZemove from tine premtsas within twenty-four (24) fouls following the conclusion of the contracted activity aii equipment and material owned by the User. M -PCC assurnes no 1fat111ty for the User's equipment or material. d. Hava all deliveries of needed equipment and material be made only after approved arrangements with Carnpus Vice President or designee are received. e. Not re -assign this agreement or sublet the premises ur any part thereof or use sa►d premises or any part thereof for any purpose other Char, that herein specitied, without wrlttan consent o' the Campus Vice Presidant or desfgneo. f. Not bring on the preml5es, keep, or possess or use any alcohuiic beverages yr g;-rr,bling devices Of any kind. S p. Not use or stare or permit to be used or stored in or on any part of the College's premises any substance or th,na prohibited by any lave or ordinance, or by standard pollcieS at fire insurance con'►' panies operating In the Stats of Florida. h. Save M DCG harmless and Indemnity It against any claims or liability for workers cornpensation, andior any oilier public 111a0i'1ty andior property damage liability whlch may arise or accrue by reason _ of use by the user of the f agulties or property of M•OCC; in addltlon assume full ity for the resFansibil character, acts and conduct of all persons adrmltted to the facilities cr property 0.1..�gCC Gy the con• sent of the user or his agents.' _.- � i er3`a C=T, -.-')a. 5I^gIC A b •-e 2 of 3 PAGE 02 of x,000 Ye' u,currencE� in:?u�:r,F ii-.i:s - Callezt :C farr c`. S�5.G0, with the ex. 1u,; eefense CCitS� VI' :,e �TC11Ct2 4 ► 11 becccre the sole f ± + yl + tf hart in ti,e 8: tiVZCj', v::�� sl.a C� anti" �.t: lE 8 'Nd. C r reiponsibi1ity of the user organization. j. Prksenl to M -DCC an advance security andior darnage deposit In the amount o' $1,000.40 at least twenty-four (24) hours prior to the event This depQ511 shall be either a cashier's check or bond made payable to Miami -Dade Comrnurdty-College. The deposit will be returned to the User by the College alter all finanGlal obligations have been fulfilled. 3. Payment of Charges: a. All payments must be made by check or money order payatle to trte Miaml•Dade Community Col lege. b. All payments will be delivered to the Campus Vice President or designee no later than one t1j week after the organlzalion has used the College facillties. C. Any organizalian not paying the agreed price within the stipulated time after the date of usage will only be permitted to use College facilities In the future after payment of delinquent charges and in advance of any future approved dates. d. The fees and specilic detalls as needed for the use of Miami -Dade Community College facilities are outlined in the attached Rider, and become part of this agreement, 4. The Following Regulations Shall be Followed: a. Activities will not be permitted between 12:00 a.m. (Midnight) and 6:40 a m. b. Smoking will not be allowed, In the buildings of the Coilege other than deslgnateJ areas, C. hllaml-Dade Community College equipment will not be taken from the College under any conditions and in the event any equipment Is found missing, User is responsible for Its replacement cost. d. Miami -Dade Community College retains all concession rights and the User may not engage In any selling of any Items except programs. 5. Aci nowledgernent: a. This agreement will not be binding upon Miami -Daae Community College until accepted and approv- ed by the Campus Vice President. Accordingly, the i,ndersigned acknowledges and agrees that the formation of this agreement constitutes the making of a contract within the State of Florida and agrees to submit to the jurisdiction of the courts in the State of Florida with respect to claims arising out of the agreement. b. It is understood that Miami -Dade Community College as used herein shall include the employees, administrators, agents, and Board of Trustees of Miami -Dade Community College. c. I (person requesting permit) Cltlzen of the Slate of Florida and of the United States of America, do hereby solemnly swear or affirm that I will support the Constitution of the United Slales and of the State of Ftarlaa; that i am not a member of the Cor'n- munist Party; that I have nal and will not land my aid, support, advice, counsel or Influence to the Communist Party; that I do not believe In the overthrow of the Government of the United States or the State of Florida by force or violence; that I am not a member of an organlzalion or party which believes in or teaches, directly or indirectly, the overthrow of tr,e Government of the United States or of Florida by force or vlolernce. Furthermore, the or that I represent subscribes to the above statements of loyalty. For Miaml•Dade Community College: Campus Vice President Date For Uses: 0(ganization Title , signature 06 Date Ftp • • 1:1,."7I-p�7E i.OiL"►1:IT1' COLLEGE 3 of 3 FACILI-CIES USE/SPECIAL. EVENTS LIABILITY COVERAGE REPORTING FORM NOTE! THIS FORA MUST BE USED ONLY WITH A CCMPLETED AGREE TIENT FOR TEr�?ORARY USE OF MIA111-LADE COtJMUNITi COLLEGE FACILITIES FORM. CATEGORY OF EVENT% 1 $25.00 ------- II s25. (30 --- I I I X25. pp _ __---_ I V %25- co V $75.00 - - ------ EXPLANATION OF ABOVE CAIEGQRIES I Qpt i Tei st cl ubs, Hoy Scout c, breakfast rneet imps Of var i oUs grcj� religious rneetings of varirug groups and other which previously came Ur a definition of meeting/sitting use• II Groups or organizations, other than college ctspononredI iGrsaust uCi act i vit i eS such as dances, dance iristruct i orn p I I I Grcups or orgarnizations, other than college -,!�ponsoredr conduc, athletic activities such as soccer ga'ne5, football, baseball, basketbi etc. Groups cQm i ng under this Category ripu 1 d be G r•oMps 1 i kQ Pop war) YMCA, schQQI boards, ether governmental organizations, Special app IiCal etc. IV Evergts having mechanical riding devices, live animal rides and roc, circuses, races and live animal acts. V Carnivals DATE OF THE EVENT: --------------------- ------.. --------------__-------- From Tc LOCATION Or THE EVENT __-- __-_-_-_------------ (Canipus, Hui lding, Room) -W- NAME OF GROUP------------------------------------------------------ USING -------------------------- ------ -------------------------USING FaGILITIES:--------_•--__-•-_--__-----------------_--------__ SIGNATURE: Campus FaeilitLes coordinator SIGNATURE: -------------------------------------- ----------- ---_-_ _. Rirk Manager Date Fr1 cm 0 City Of Miami BUILDING CERTIFICATE Occupancy Completion omp n Tco Number OCCUPANCY Owner: Wo: CITY OF MIAMI/PLANNING & DEV 0000 Permit Holder: Address: PINQ FONT ICIELLA CONSTRUCTION CORP 1508 SW 8 ST Legal: Subdivision SHENANDOAH PB 8-90 LOT 5 & N 37.2 FT OF LOT SHENANDOAH BLK 2 BP N. LOT SIZE 62.670 X 1% q7-5015192 Use: Tco Expires ALTERATION/REMODELING/PW This certificate is issued to the above-named permit holder for the building and premises at the above-described location. and certifies that the work has been completed in accordance _witL-mLinace 6145 and ordinate applicable thereto: 01 2. 1-101 Date Building OWN - GS/AD 007 Reiv, 11192 1 0 ARTICLE XVI ASSIGNMENTS AND SUBLETTING 16.1 Assignment And Subletting Of Property 16.2 Event of Bankruptcy ARTICLE XVII OWNERSHIP OF IMPROVEMENTS 17.1 Ownership Of Improvements 17.2 Equipment ARTICLE XVIII SIGNAGE 18.1 Signs ARTICLE XIX SPECIAL ASSESSMENTS AND TAXES 19.1 Special Assessments and Tares ARTICLE XX DEFAULT 20.1 Events of Default - Provider 20.2 City Remedies in Event of Default 20.3 Repeated Defaults ARTICLE XXI NOTICES 21.1 Notice ARTICLE XXII MISCELLANEOUS PROVISIONS 22.1 Ingress And Egress 22.2 Use Rights 22.3 City Approval 22.4 Successors and Assigns 22.5 Surrender of Property 22.6 Amendments 22.7 Construction of Agreement 22.8 Court Costs and Attorneys' Fees 22.9 Waiver of Jury Trial 22.10 Severability 22.11 Waiver 22.12 Captions 22.13 Radon 22.14 No Recordation Pi t F. 25 25 26 27 27 28 28 30 31 31 32 32 32 32 33 33 33 33 33 34 34 34 34 35 • 22.15 Cancellation by Request of either parties without cause 35 22.16 Agreement Preparation 35 ARTICLE XXIII HOLDING OVER 23.1 Holding Over 35 23.2 Per Diem Fee 36 ARTICLE XXIV AFFIRMATIVE ACTION 24.1 Affirmative Action 36 24.2 Nondiscrimination 36 ARTICLE XXVI ENTIRE AGREEMENT 26.1 Entire Agreement 40 EXHIBIT A THE PROPERTY EXHIBIT B THE INVENTORY EXHIBIT C THE "AGREEMENT FOR TEMPORARY USE" EXHIBIT D CERTIFICATE OF USE 0 CITY OF MIAMI, FLORIDA 0 18 INTER -OFFICE MEMORANDUM TO: The Honorable Mayor and Members Of the City Commission / rJ Carlo�Gimenez FROM: City Manager RECOMMENDATION DATE: DEC 2 ! ZJT, FILE: SUBJECT: REFERENCES: ENCLOSURES: Management of Tower Theater The administration recommends that the Miami City Commission approve the attached Resolution authorizing the City Manager to execute a Management Agreement (the "Agreement"), in substantially the attached form, with Miami Dade Community College. This Agreement is for the management of the City owned property located at 1508 S.W. 8th Street, Miami, Florida, &Wa Tower Theater (the "Property"), with a term of five (5) years, an option to extend for one (l) five year period, providing for an annual fee of $500.00 and with terms and conditions more particularly set forth in the Agreement. BACKGROUND On July lb, 2001, the City received five responses to a solicitation for letters of interest for the management of the Tower Theater. Ms. Laura Billberry and Ms. Elvia Bonilla of Asset Management, and Mr. Rem Cabrera from Miami - Dade County Department of Cultural Affairs Council, interviewed each of the respondents. The respondents were asked to make a presentation and answer several questions including, but not limited to, their objectives, operational plan, marketing program, experience and financial capabilities. Following these interviews, the firms were ranked based upon their presentation, and the content of their responses to both written and verbal questions. On a scale of 1 to 5, with 5 being the highest, the respondents were ranked as follows: 5 Miami Dade Community College (MDCC) 4 Venevision International 3 Latin Quarter Cultural 2 International Cinemas, Inc. 1 Non -Stop Intermedia, Inc. On October 11, 2001, the City Commission directed the City Manager to exclusively negotiate with MDCC. Honorable Mayor and Members Of the City Commission Page 2 Highlights of the negotiated agreement are as follows: Initial Term: Five (5) years. Option: The Agreement may be extended for one (1) five-year period. The City has the right not to extend this Agreement. Fees: Provider will pay an annual fee of $500.00, plus State Use tax if applicable. Performance Deposit: One Thousand Five Hundred Dollars ($1,500.00), plus State Use tax if applicable. Insurance: Provider is self insured for its torts to the extent provided in Section 768.28 The City will provide property coverage. Provider shall be responsible for obtaining the adequate insurance coverage from third parties renting the Property and the City shall be named as additional insured. Performance Review: Provider shall submit semi-annual reports regarding current activities, accomplishment of objectives and budget summary including revenues and disbursements, maintenance and operating expenses. City's Approval on Annual Plan: Each year the Provider will supply to the City's Director of Asset Management, for its approval, an Annual Plan for the upcoming calendar year which plan shall include a description of its programs and activities, personnel, operating expenses, service agreements, marketing strategies and community services. The Provider estimates the current value of its inkind services to be in excess of $200,0001yr. for the operation, programming, marketing, advertising and promotion expenses. Community Services: The Provider shall provide a variety of community services on a monthly basis which events shall be provided at no cost to the attendee. Examples of these community services include free admission tickets to students in the neighborhood and inner city youths, performances and events free and open to the general public, and special performances geared towards the elderly at no cost. The Provider shall further make available free art exhibits, special conferences, speaking engagements and film as part of Viernes Culturales. z &P • Honorable Mayor and Members Of the City Commission Page 3 Charges for Services: Approximately 50% of the events and activities at the Tower Theater are free of charge and open to the public. Provider shall collect fees for services not to exceed $10.00 per person per event plus Use Tax and pay the City the applicable ticket surcharge fee. Any increase to the fee, Provider shall obtain City Manager approval. Provider may conduct college credit and non-credit offerings for its students and charge the standard tuition rate which charge shall not be subject to ticket surcharge. Notwithstanding the above, the limitation on ticket prices above shall not apply to Provider's fundraising events at the property which are by invitation only. The Provider is further authorized to allow other organizations to temporarily use the property for the same purposes set forth in the agreement at a charge deemed sufficient to cover Provider's operating expenses. Provider Services and Maintenance: Provider, at its sole cost and expense, shall provide the maintenance and services necessary to operate the Property including carpet cleaning and janitorial, marketing & advertising for its operations, ground services for lawn and rubbish removal, painting interior touch ups, waste disposal, consumption cost of telephone and cable, routine maintenance of heating ventilation and air conditioning and elevator equipment, burglar and fire alarm monitoring including routine maintenance, fire extinguishers inspections, backflow prevention test, pest and pigeon control, supplies required for the operation, interior lights replacement, projection equipment maintenance, security, pressure cleaning sidewalk and perimeter areas. City Responsibilities: The City shall maintain and repair the structural portions of the building, including interior and exterior wails, underflooring and roof and shall make all repairs and replacements of the elevator, plumbing, heating, air conditioning, electrical and life safety systems. Capital Improvements: MDCC is a is a political subdivision of the State of Florida and as such, is not authorized to conduct capital improvements on property not owned by them. Therefore, the City will be responsible for performing and funding all capital improvements. The Provider has agreed to work with the City to jointly prioritize capital improvement projects and to assist the City in identifying grants and in preparing grant applications to cover the costs associated with any capital improvements. Honorable Mayor and Members Of the City Commission Page 4 City Use of Property: The City has the right to use the Property for the purpose of staging City or City -sponsored events with no more than six months and no less than ten days written notice with the date and time for the event. The City will be responsible for all costs not included in the normal rental of the auditorium (by way of example and not limitation, if the cost of security and post -event cleanup is not included in the normal rental fee, the City will be responsible for providing and paying for them separately.) Right to Terminate: Either party may terminate this Agreement, without cause, by providing the non -canceling patty 180 days advance written notice. CAG/DBft_; eb: CCI MA Miami Dade Comm. College ■