HomeMy WebLinkAbout26265AGREEMENT INFORMATION
AGREEMENT NUMBER
26265
NAME/TYPE OF AGREEMENT
THE DISTRICT BOARD OF TRUSTEES OF MIAMI DADE
COLLEGE
DESCRIPTION
MANAGEMENT AGREEMENT/TOWER THEATER/FILE ID:
18662/R-26-0021 /MATTER I D : 25-3812 K
EFFECTIVE DATE
November 1, 2026
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
8/17/2026
DATE RECEIVED FROM ISSUING
DEPT.
8/19/2026
NOTE
DOCUSIGN AGREEMENT BY EMAIL
TOWER THEATER
MANAGEMENT AGREEMENT
This Tower Theater Management Agreement (hereinafter the "Agreement"), is .made and
entered into this 1st day of November 2026 (the "Effective 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 College, Florida a body corporate on behalf of Miami Dade
College, a public educational institution and political subdivision of the State of Florida
(hereinafter the "Provider"), (City and Provider referred to individually as a "Party" and
collectively as the "Parties").
WITNESSETH
WHEREAS, the City is the owner of the theater known as the Tower Theater and located
at 1508 SW 8th Street, Miami, Florida (Folio No. 01-4110-063-0230), which is more particularly
depicted in Exhibit "A," attached hereto and made a part hereof (the "Property"); and
WHEREAS, the City wishes to ensure that the Property be used for public purposes,
including as a premier venue available to the community for film, education, and cultural
programming; and
WHEREAS, Section 18-112 of the City Code authorizes the City to enter into agreements
with governmental and educational institutions without competitive bidding; and
WHEREAS, pursuant to the authority granted by the City Commission via Resolution No.
R-26-0021, adopted on January 8, 2026, the City Manager has entered into this Agreement with
Provider;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties
agree as follows:
ARTICLE I. PURPOSE AND TERM
1.1 Purpose
The purpose of this Agreement is to have the Provider manage 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 Provider shall be responsible for the overall stewardship of the
Property, ensuring its operation as a premier cultural facility, safeguarding its historic character,
and maintaining meaningful public accessibility.
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1.2 Term
The initial term of this Agreement shall commence upon the Effective Date and shall expire
ten (10) years thereafter, unless sooner terminated in the manner set forth herein ("Initial Term").
1.3 Options to Extend
This Agreement may be extended by mutual agreement of the Parties for an additional ten
(10) year term ("First Renewal") and thereafter may be extended for additional five (5) year terms
("Future Renewals") (the Initial Term, First Renewal, and Future Renewals collectively referred
to herein as the "Term"). First Renewal and all Future Renewals will automatically occur under
the same terms and conditions outlined in this Agreement, as amended from time to time, and will
take effect subject to the following conditions:
(a) The Provider shall deliver written notice to the City Manager of its request to extend the
Agreement (the "Option Request") no earlier than nine (9) months and no later than six (6)
months prior to the expiration of the Initial Term or the First Renewal Term, as applicable.
(b) No Default (as defined herein), and no event that with notice or the passage of time would
constitute a Default, shall exist at the time the Option Request is submitted or at any time
thereafter through the commencement of the applicable renewal term.
(c) The most recent Service Audit (as defined herein), as determined by the City in its sole
discretion, shall demonstrate that the Provider's performance has been satisfactory in all
material respects.
(d) Any extension shall be subject to the prior written approval of the City Manager, which
may be granted or withheld in the City's sole and absolute discretion.
Upon receipt of the Option Request, the Director of the City's Department of Real Estate
and Asset Management, or successor department, (the "Director") shall conduct an audit of the
Provider's compliance with the provisions of this Agreement (the "Service Audit"). The Service
Audit may include, without limitation: (i) a review of Provider's performance of its duties,
covenants, and obligations under this Agreement; (ii) an evaluation of Provider's operations and
related financial books and records directly related to this Agreement; (iii) consideration of
applicable third -party surveys or assessments directly related to the activities under this Agreement
; and (iv) an assessment of Provider's substantial achievement of the goals and objectives set forth
in its Operational Plan as approved by the City in accordance with this Agreement.
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
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Manager to approve or deny any of the Option Requests, along with suggested modifications to
the terms and conditions of this Agreement, if any, as may be agreed to by the Parties.
ARTICLE II. OPERATIONS
2.1 Operations Generally
The Provider shall manage, operate, program, and maintain the Property as a cultural
venue, including, without limitation, preserving its historical integrity and ensuring meaningful
public access, in full compliance with all Applicable Laws. 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, g) selling food and beverage items ancillary to the above listed
activities, and h) fundraising events.
The Provider shall ensure that the Property and all the Provider's activities thereon, or
activities resulting from or relating to the Provider's use of the Property, will be available to all
segments of the community. Availability to all segments of the community refers to the opportunity
of the public to access, reserve, and use the Property for programming, and does not require that
every individual event held at the Property be open to attendance by the general public. The
Provider, City, and any third party operating under a Use Agreement may present private,
members -only, or ticketed events with limited attendance, provided that the opportunity to reserve
the Property, or purchase tickets, is not restricted on any basis prohibited by this Agreement or
applicable law. It is nonetheless the intent of the Parties that the Provider maximize public access
to the Property, and that private and ticketed events be administered in a manner that supports,
rather than displaces, the Provider's public -facing programming and Third -Party Event and
Community Event commitments under this Agreement.
Without limitation of the foregoing, the Provider shall incorporate cultural film
programming for visitors and residents highlighting the history of Miami, Little Havana, and Calle
Ocho, in a manner mutually agreed upon by the Parties. Such cultural programming shall
preferably be presented in partnership with the City, District 3 Commissioner, and local cultural
and/or historical organizations. The Provider shall ensure the presentation of a minimum of two
(2) cultural film programming events per week, which shall be scheduled during peak tourist hours,
defined as 11:00 a.m. to 4:00 p.m., with each such event occurring on a separate weekday (Monday
through Friday), in order to maximize visitor engagement while preserving the opportunity to
optimize additional programming and overall utilization of the space during afternoon and evening
hours and on weekends.
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This 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 this Agreement in the
event that the Provider ceases to use and operate the Property for the purposes provided herein.
2.2 Commercial Activities
Commercial Activities (as defined herein) are strictly prohibited without the prior written
consent of the City Manager, which consent may be granted, conditioned, or withheld in the City
Manager's sole and absolute discretion, including conditioning approval upon the payment of
additional consideration to the City. For purposes of this Section, "Commercial Activities" means
the sale of goods or services to the general public that are unrelated to the Provider's authorized
use or operation of the Property. By way of illustration, the Provider shall not permit or authorize
a retail business, such as a hardware store, to sell goods to the public from the Property without
the City Manager's prior written consent. Commercial Activities shall not include: (1) the sale of
goods or services that are incidental to and directly related to the Provider's programming and
operation of the Property (e.g., the sale of books in connection with an author presentation); or (2)
agreements with third -party organizations for temporary use of the Property for periods of fewer
than ninety (90) days for community or educational events and activities. All third -party users shall
enter into written agreements ("Use Agreements") in substantially the form attached as Exhibit
"B," which is hereby approved by the Provider and City Manager. Such template may be revised
or amended by mutual agreement of the Provider and City from time to time. Notwithstanding the
foregoing, the City Manager may independently require, from time to time, additional insurance
requirements or updated indemnification provisions as the City Manager reasonably deems
necessary to ensure adequate protection and coverage of the City.
2.3 Third -Party Events and Community Services
Programming at the Property shall be developed and implemented in a manner responsive
to the needs and interests of the surrounding community, and shall include a balanced offering of
academic and community -based activities. The Provider shall maintain an open and publicly
accessible online reservation system through which individuals and organizations may reserve
available dates on a first -come, first -served basis, subject to the Provider's published venue
policies and reasonable availability constraints.
The Provider shall make available no fewer than One hundred fifty (150) Event Days per
calendar year for use by individuals or organizations that are not affiliated with the Provider (the
"Third -Party Events"). "Event Days" shall include all dates reserved for events, rehearsals, setup,
and breakdown. The Provider shall use best efforts to prioritize Third -Party Events or exhibitions
that include a demonstrable community service, educational, or civic -benefit component
("Community Events"). Of the required Third -Party Events, no fewer than twenty (20) Event Days
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per year shall be reserved for qualified non-profit organizations at approved discounted non-profit
rates.
2.4 Special Events
Provider shall comply with the City of Miami Code of Ordinances ("City Code") in
connection with any Special Events, as such term is defined in Section 52-1 of the City Code, held
at or around the Property.
2.5 Alcoholic Beverages
The sale, distribution and/or consumption of alcoholic beverages at the Property is
authorized by the City, provided that Provider complies with all Applicable Laws, including
without limitation, obtaining all required licenses.
2.6 Obscenity Prohibited
The Provider shall not authorize, permit, or allow the display, performance, or distribution
of any performance, signage, exhibition, or other material on the Property that is "Obscene," as
defined in Section 847.001, Florida Statutes. For any material that does not meet the statutory
definition of Obscene, but may be inappropriate for certain audiences, the Provider shall ensure
the implementation of appropriate age restrictions and clear, conspicuous content advisories.
2.7 Continuous Duty to Operate
Except to the extent the Property is rendered unusable due to fire, acts of God, material
building repairs or maintenance requirements, or other similar events or casualties, the Provider
shall, at all times during the Term of this Agreement: (i) occupy the Property; (ii) regularly conduct
operations on the Property in accordance with the terms of this Agreement; (iii) maintain the
Property fully stocked with all materials necessary for its operation (e.g., light bulbs, janitorial
supplies); and (iv) keep the Property open and available for operation during all scheduled events
and activities.
2.8 Existing Events
The Provider acknowledges that, as of the Effective Date, certain entities have either
entered into Event Use Agreements with the City, or had reservations accepted or confirmed by
the City, for the use of the Property in connection with the various events listed herein in Exhibit
"C" (the "Existing Events"). As of the Effective Date, the City has provided Provider with copies
of all executed Event Use Agreements and a schedule of any reservations among the Existing
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Events. During the Term, the City shall assign and Provider shall accept, recognize, and honor the
Existing Events (based on the pricing agreed -upon between the City and the applicable user at the
time of reservation) and shall be responsible for administering any related Event Use Agreements,
including those later executed to formalize a reserved Existing Event. The Provider may decline
to honor an Existing Event to accommodate Provider programming scheduled for conflicting dates,
provided that any termination of an executed Event Use Agreement is effected in accordance with
its terms, and any decision not to honor a reserved Existing Event is made as far in advance as
reasonably practicable, with prompt written notice to the City and the affected entity. Subject to
Applicable Laws, and without limiting the Provider's indemnification and hold harmless
obligations elsewhere in this Agreement, the Provider shall indemnify, defend, and hold harmless
the City from and against any and all claims, demands, damages, liabilities, losses, costs, and
expenses (including reasonable attorneys' fees) arising out of or related to Provider's decision not
to honor any Existing Event. The City shall transfer to the Provider all refundable deposits and
other payments the City has collected as of the Effective Date in connection with the Existing
Events, as more particularly detailed in Exhibit "G" (the "Existing Event Fees"). Upon transfer,
the Provider shall be solely responsible for holding, applying, and/or returning each Existing Event
Fee in accordance with the terms of the applicable Event Use Agreement, agreed -upon pricing,
and Applicable Laws, such that each Existing Event Fee is either applied to amounts due or
returned to the applicable user, and the City shall be discharged from any further obligation with
respect to the Existing Event Fees. From and after transfer, the Provider shall be solely responsible
for all claims, disputes, and other issues relating to the Existing Event Agreements and related
Existing Event Fees. The Provider shall hold the Existing Event Fees in a segregated account,
subject to audit by the City.
2.9 Promotion of City
The Provider shall make available to the City, at no cost, promotional tickets for each event
and exhibition held at the Property as follows: (a) for events produced or presented by Provider or
an affiliate thereof, no fewer than ten (10) tickets per event or exhibit; (b) for Third -Party Events
hosted by non-affiliated entities, no fewer than two (2) tickets per event or exhibition. All tickets
provided pursuant to this section shall be used by the City solely for promotional and governmental
purposes related to the Theater.
In addition to the foregoing, the Provider shall provide recognition of the City of Miami,
in a manner mutually agreeable to the Parties, in all its marketing, advertising and promotional
materials distributed by or on behalf of Provider or its affiliates at the Property.
2.10 City's Use of the Property
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The City shall retain the right to use the Property for City -sponsored events, subject to the
following conditions: (a) City -sponsored events shall be scheduled on mutually agreeable dates
and times, and the Provider shall use best efforts to accommodate the City's requested dates; (b)
the City shall provide written notice of a proposed event date no more than six (6) months and no
less than thirty (30) days prior to the requested event date; and (c) the City shall be responsible for
any extraordinary or additional costs associated with the event, provided the same shall be
approved in advance in writing by the City Manager or designee. The Provider shall waive the
standard use fee for City -sponsored events. The City is self insured subject to the limitations and
provisions of Section 768.28 of the Florida Statutes.
2.11 Signage
Provider may place signs or posters related to its operations only in areas designated for
such use on the interior and exterior of the Property. The Provider shall not allow any signs,
advertising materials, or other objects to be placed, hung, or otherwise installed on any other
portion of the Property, nor make any alterations or modifications to any designated signage areas
on the interior or exterior of the Property, without the prior written approval of the Director, which
may be conditioned or withheld in the City's sole discretion. The Provider must also obtain all
necessary approvals from governmental authorities having jurisdiction and comply with all
applicable requirements of the City of Miami Code and Zoning Ordinance for any signage on the
exterior of the Property. Upon expiration or earlier termination of this Agreement, for any reason,
the Provider shall, at its sole cost and expense, remove and properly dispose of all signs,
advertising materials, and other objects placed on the Property by the Provider.
2.12 Provider as Independent Contractor
The Provider shall operate, manage, supervise and administer the Property, as an
independent contractor and not as an employee of the City. The Provider agrees not to represent
itself as an agent or associate of the City or any unit or agency thereof.
ARTICLE III. OPERATIONAL PLAN
3.1 Operational Plan
On or before January 1, 2027, and annually thereafter every January 1st, the Provider shall
prepare and submit to the City an operational plan (the "Operational Plan"), setting forth the
Provider's proposed programming, objectives, marketing strategies, and budget. The Operational
Plan will, at a minimum, include the following:
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(a) A description of anticipated programs, activities, and objectives, including but not
limited to a description of community services to be conducted at the Property.
(b) A description of Provider's policies, rules, and procedures for the Property.
(c) A description of personnel directly involved with programming and operations.
(d) A description of anticipated general marketing strategies.
(e) A proposed operating budget for the year, identifying anticipated revenues and
expenditures.
(f) A preventive maintenance plan and future maintenance schedule.
(g) Identification of proposed or approved Service Agreements.
(h) A proposed Rate Sheet setting forth the fees to be charged for all Third -Party Events
and Community Events for the upcoming year, for the City Manager's review and
approval in accordance with Section 4.2.
The Provider shall provide the Director with any material changes or updates to the
Operational Plan. The Director shall submit the Operational Plan to the City of Miami Arts and
Entertainment Council, established pursuant to Section 2-1140 of the City Code (the "Council"),
for review and consideration of any recommendations the Council may provide.
3.2 Schedule of Events
At least thirty (30) days prior to the commencement of each month, the Provider shall
submit to the Director for review a calendar of all events and exhibitions scheduled to be held at
the Property during the applicable month, together with such additional information as the Director
may reasonably request. In addition, the Provider shall notify the City in writing of any event or
exhibition scheduled after submission of the applicable monthly calendar, no later than fifteen (15)
days prior such event or exhibition. The Provider shall not schedule events in material conflict
with the previously scheduled City -sponsored events without the City's prior written consent.
While the City shall not exercise artistic or editorial control over the substantive content of events,
the Provider shall reasonably cooperate with the City to address any City concerns regarding
compliance with the terms of this Agreement.
ARTICLE IV. MANAGEMENT FEE AND CHARGES
4.1 Management Fee
As compensation for its management services, including but not limited to its obligations
to maintain and improve the Property at its sole cost and expense, the Provider may retain all
revenues generated in connection with its management and operation of the Property, except for
Ticket Surcharge Fees and Concession Revenues, which shall not constitute compensation. Ticket
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Surcharge Fees and Concession Revenues shall be maintained and utilized in accordance with the
terms of this Agreement.
4.2 Charges
For events and exhibitions hosted by third parties other than Community Events, the
Provider may establish, assess, and retain such fees and charges in accordance with the Rate Sheet
approved pursuant to this Section 4.2; provided, however, that (i) all applicable Ticket Surcharge
Fees and Concession Revenues shall be separately identified, segregated, and allocated in
accordance with the requirements set forth herein; and (ii) a ten percent (10%) discount on facility
rental fees shall be applied to any company or individual whose primary business address or legal
residence is located within the City of Miami municipal boundaries. The foregoing ten percent
(10%) discount shall not apply to non-profit events to the extent the applicable non-profit rate is
already discounted by ten percent (10%) or more than the standard use rate.
All fees charged for any event or exhibition held at the Property, including Community
Events and Third -Party Events, shall be set forth in a rate sheet ("Rate Sheet") prepared by the
Provider and submitted to the City Manager for approval as part of the Operational Plan described
in Section 3.1. The Rate Sheet then in effect shall govern the fees chargeable for all events and
exhibitions for the applicable year, and the Provider shall not charge fees in excess of those set
forth in the then -current approved Rate Sheet. Fees set forth in a proposed Rate Sheet shall be
generally consistent with fees charged for substantially similar use, duration, and services at
comparable publicly -managed cultural or performance venues in Miami -Dade County ("Public
Venues"), provided that the total fees charged to promoters hosting Community Events shall not
exceed eighty percent (80%) of the fees charged for substantially similar use, duration, and services
at Public Venues, plus any applicable taxes and Ticket Surcharge, as defined herein. The Rate Sheet
approved as of the Effective Date, until such time as a new Rate Sheet is approved pursuant to the
terms hereof, is attached and incorporated as Exhibit "D." No changes to the Rate Sheet shall be
effective until approved by the City Manager.
Additionally, the Provider may use the Property to conduct its own college credit and non-
credit instructional offerings, and may charge enrolled students its standard tuition and fees
applicable to such credit and non-credit courses conducted at the Property. All tuition and fees
collected for such instructional offerings, and all fundraising proceeds collected by or on behalf of
the Provider at the Property, shall be retained exclusively by the Provider, except as required by
Applicable Laws. Any and all tuition and fees collected under this sub -Section shall not constitute
any fee or surcharge under this Agreement.
4.3 Ticket Surcharge
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Provider shall pay, and require any third parties to pay, all applicable ticket surcharges in
the amounts established from time to time pursuant to Section 53-1 of the City Code, as may be
amended ("Ticket Surcharge"). The Ticket Surcharge may not be waived or reduced except as
explicitly authorized by Applicable Laws. At the time of Effective Date, the Ticket Surcharge rates
are as follows:
Price of Admission (or suggested donation)
Ticket Surcharge
$1.00-14.99
$0.75
15.00-29.99
1.00
30.00-99.99
2.00
100.00-249.99
3.00
250.00-499.99
5.00
500.00-999.99
10.00
1,000.00 and up
12.00
The Provider shall deposit all Ticket Surcharge amounts described above into a segregated
account maintained by the Provider and subject to audit by the City. Such deposits shall be made
within thirty (30) days after the end of each calendar month in which the applicable Ticket
Surcharge was due. All Ticket Surcharges collected by the Provider shall be used exclusively for
Capital Improvements to the Property. Any Ticket Surcharges not yet applied to qualifying Capital
Improvement costs shall be remitted to the City immediately upon the expiration or earlier
termination of this Agreement.
4.4 Concession Revenues
All revenues collected by the Provider from concessions, including, but not limited to,
direct concession operations or event promoters paying concession fees in connection with any
events, exhibitions, or other authorized activities at the Property (collectively, the "Concession
Revenues"), shall be deposited into a segregated account maintained by the Provider and subject
to audit by the City. The Provider shall use Concession Revenues exclusively for Capital
Improvements to the Property. Any Concession Revenues that have not been expended on eligible
Capital Improvement costs shall be remitted to the City immediately upon the expiration or earlier
termination of this Agreement.
ARTICLE V. PROVIDER'S COVENANTS
5.1 Personnel
The Provider shall, at its sole cost and expense, furnish such personnel as it determines
necessary and sufficient to operate the Property in accordance with the terms of this Agreement.
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For each event, the Provider shall designate and provide identifiable personnel to remain on -site
and responsible for oversight during all scheduled activities. The Provider shall recruit, hire, train,
compensate, supervise, and, as necessary, discharge all personnel required for the operation of the
Property. All individuals performing services in connection with this Agreement, including the
Provider's employees, subcontractors, volunteers, agents, or any other personnel engaged by the
Provider, shall act solely on the Provider's behalf. The City shall have no responsibility or liability
for the compensation or for any acts or omissions of such individuals, and under no circumstances
shall they be deemed employees or agents of the City.
5.2 Surveys
The Provider shall implement a post -event survey process, in form and substance
acceptable to the City, to collect feedback from event or exhibition promoters regarding ideas,
suggestions, or complaints ("Event Survey"). A request to complete the Event Survey shall be
automatically sent to each promoter no later than seven (7) days following the conclusion of each
event. Completed Event Survey responses shall be automatically distributed to the Provider and to
the Director or designee. The Event Survey process shall include, at a minimum: (i) questions to
capture promoter satisfaction, suggestions for improvement, and any issues encountered; (ii) a
mechanism to track response rates and ensure timely follow-up on concerns raised; and (iii) secure
storage of survey responses for recordkeeping and reporting purposes.
5.3 Performance Review
The City may periodically or randomly monitor and evaluate activities at the Property,
including through on -site visits, observations by City staff, and review of Event Surveys. Such
monitoring shall be conducted in a manner that does not interrupt or disrupt the Provider's
activities or scheduled events. The Provider shall ensure the cooperation of its employees, officers,
and contractors in facilitating the City's performance review efforts. Findings from the City's
monitoring may be used to inform ongoing operational improvements, compliance with this
Agreement, and future planning of events and programming.
ARTICLE VI. RECORDS, REPORTING, AND AUDITING
6.1 Records of Sales
During the Term, the Provider shall maintain and keep, or cause to be maintained and kept,
a full, complete and accurate daily record and account of all revenues and expenses arising or
accrued by virtue of its operations conducted at or related to the Property, including, but not limited
to, any grants, donations, foundation support, Special Events income, Ticket Surcharge Fees,
Concession Revenues, and/or other contributions or payments to the Provider directly connected
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to the operations of the Property. Provider shall not be required to report contributions for the
benefit of Provider raised at fundraising events at the Property or tuition or fees collected by the
Provider for credit and non-credit courses at the Property; provided any Ticket Surcharge Fees and
Concession Revenues otherwise applicable to such events shall be reported.
All applicable records and accounts shall be available for inspection and audit by the City
and its duly authorized agents or representatives during normal business hours, 8:00 a.m. to 4:30
p.m., Monday through Friday. The Provider shall preserve or cause to be preserved such records
for a period of not less than sixty (60) months following the expiration or earlier termination of
this Agreement. The Provider shall cooperate with the City and its agents or representatives to
facilitate examination of records and accounts. All documents, records, and reports maintained or
generated pursuant to this Agreement shall be subject to the provisions of Florida's Public Records
Law, Chapter 119, Florida Statutes.
6.2 Reporting Requirements
(a) Quarterly Reports. The Provider shall submit quarterly financial reports to the City
within fifteen (15) days following the end of each quarter ("Quarterly Reports"). Each
Quarterly Report shall include all information reasonably requested by the Director
and, at a minimum, shall detail: (i) the events conducted at the Property; (ii) all
amounts paid in connection with each event; (iii) all deposits, balances, and
expenditures of the Ticket Surcharge Fees account and the Concession Revenues
account; (iv) event cancellations; and (v) discounts applied.
(b) Annual Reports. The Provider shall submit an annual financial report to the City within
sixty (60) days following the end of each year ("Annual Report"). The Annual Report
shall certify the information provided pursuant to subsection (a) above and shall be
prepared and reviewed, together with all supporting documentation, by an independent
certified public accountant for accuracy and completeness.
6.3 Audit
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, and sales
slips in direct connection with the Provider's operations on, from, 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 9:00 a.m. and 5 p.m.
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6.4 Independent Inspector General
In addition to the City's audit rights hereunder and without limitation thereof, the City of
Miami Office of the Inspector General ("IG") may, on a random basis, perform audits, inspections
and reviews of this Agreement and Provider's compliance therewith pursuant to the powers granted
within Section 52 of the City Charter and Section 2-160 of the City Code. Provider acknowledges
and agrees that the IG may at any time audit, inspect, review, monitor, oversee, and investigate this
Agreement and any solicitation, award, performance, payment, change order, claim, dispute, or
closeout activity relating to this Agreement. Provider's agreement to IG oversight is a material
condition and inducement to the City's award and continued performance of this Agreement.
ARTICLE VII. MAINTENANCE, REPAIR, AND IMPROVEMENTS
7.1 Maintenance and Repair of Property
Provider shall be solely responsible, at its sole cost and expense, for the maintenance,
repair, and operation of the Property in a manner consistent with first-class theater facilities of
similar size and use. Such responsibility shall include preventive and routine maintenance, timely
repairs, and scheduled work sufficient to prevent deferred maintenance and to maintain the
Property in good condition and repair. Without limiting the foregoing, Provider shall provide all
personnel and operational support; cleaning and custodial services; routine maintenance and
repairs; grounds care; waste removal; pest control; security; marketing and promotional services;
event -related services; and all supplies and materials reasonably necessary for the safe, clean, and
efficient operation and upkeep of the Property. 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.
7.2 Service Agreements
For service and maintenance not directly provided by the Provider, the Provider shall
procure and maintain, at its sole cost and expense, commercially reasonable agreements for the
service and maintenance of the Property (the "Service Agreements") to ensure that the following
systems and equipment are maintained at a level consistent with good industry practice and in no
event less comprehensive than the level of service in place as of the Effective Date:
(a) Heating, ventilation, and air conditioning systems serving the Property;
(b) Elevators;
(c) Burglar alarm and fire alarm monitoring and maintenance systems;
(d) Projection and audiovisual equipment;
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(e) Fire extinguisher inspection and servicing;
(f) Backflow prevention testing;
(g) Pest and pigeon control services; and
(h) Existing interior signage (maintenance and repair).
Provider shall be responsible for all maintenance, repair, and replacement costs relating to
the foregoing systems and equipment, whether or not covered by the applicable Service
Agreements.
7.3 Alterations and Capital Improvements
Provider shall be responsible, at its sole cost and expense, for performing such alterations,
repairs, and improvements as are necessary to maintain the Premises in a condition consistent with
Provider's operation as a cultural venue. Such responsibility includes, without limitation, work
relating to building systems, life -safety systems, and historic preservation elements. If any part of
the Property is damaged in connection with Provider's maintenance, operation, or use thereof, said
damage shall be repaired by the Provider at its sole cost and expense.
Notwithstanding the foregoing or any language in this Agreement to the contrary, any
Capital Improvement to the Property requires prior written approval from the City and all such
improvements shall comply with Applicable Laws, including but not limited to applicable historic
preservation standards, and shall become the property of the City immediately upon installation
thereof unless otherwise agreed to in writing. "Capital Improvements" as such term is used in this
Agreement means material alterations, replacements, additions, or improvements to the Property
and expressly exclude routine, ordinary, or preventive maintenance, repairs, and minor
replacements made in the normal course of operations to keep the Property in good working order.
7.4 Security Gate Replacement and Operation
Provider shall replace the existing rolling metal security gate with a reasonable
aesthetically enhanced security alternative that both ensures safety and preserves the historic
facade of the Property, thereby improving the pedestrian experience along southwest 8th Street,
known as "Calle Ocho" (the "Security Gate Replacement"). The design of the Security Gate
Replacement shall be subject to prior written City approval. The Security Gate Replacement shall
be completed within six (6) months of the Effective Date. The subject security gate shall remain
open only when authorized staff are present on site. When the theater is vacant, the security gate
must be closed and all doors securely locked. During periods of high tourist traffic, specifically
from 11:00 a.m. to 4:00 p.m., Monday through Friday, the security gate shall be open and staff
must be present at the theater.
7.5 Historic Designation
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Provider acknowledges that the Property has been designated as a historic site by the Miami
Historic and Environmental Preservation Board, in accordance with Resolution No. HEPB-R-13-
021, adopted on May 7, 2013, pursuant to Section 23-4 of the City Code. Provider agrees not to
take any actions that would violate or compromise this historic designation.
7.6 Mechanic's Liens
The Provider shall promptly remove any mechanics liens filed against the Property as a
result of work, labor, services, or materials contracted for by the Provider, its agents, or third parties
who Provider allows to use the property. If Provider fails to remove any mechanic's lien filed
against the Property as a result of work, labor, services, or materials contracted for by Provider
within ten (10) days after receiving notice of its filing, the City may, but shall not be obligated to,
bond or pay the lien and such all amounts paid by the City shall constitute payments due and
payable under this Agreement and shall be repaid to the City by the Provider immediately upon
the rendering of an invoice or bill by the City. Provider shall have no responsibility for mechanics
liens filed against the Property as a result of work, labor, services, or materials contracted for by
the City or contracted for by anyone other than Provider, its agents, representatives, or third parties
using the Property pursuant to Provider's Agreement for Temporary Use.
7.7 No Representation by the City
The Provider has had the opportunity to inspect the Property in its present "as is" condition
and state of repair and without any representation by or on behalf of the City and has agreed to
manager, operate, utilize, and maintain the Property consistent with the terms of this Agreement.
7.8 City Repairs and Improvements
The City reserves the right, at any time and from time to time, to make such repairs,
alterations, renovations, replacements, or improvements to the Property as the City determines, in
its sole discretion, to be necessary or in its best interests. The Provider shall not be liable for
damage to the interior or exterior of the Property caused by the City, except to the extent such
damage arises from Provider's failure to perform its obligations under this Agreement. Except as
otherwise provided for herein, the City shall not be liable for any loss of or damage to property,
loss of revenue or profits, or interruption of Provider's operations arising out of or relating to
repairs, maintenance, alterations, or improvements performed by or on behalf of the City.
Notwithstanding anything in this Agreement to the contrary, the City shall have no obligation to
improve, maintain, or repair the Property.
7.9 Ownership of Improvements
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As of the Effective Date and throughout the Term, title to the Property, and all buildings
and improvements thereon is and shall remain vested in the City. Furthermore, title to all Captial
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.
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 regarding hazardous materials under the control of Provider
or its agents ("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, 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 provision to prohibit the Provider from operating in the Property for
the uses described in this Agreement pursuant to the terms hereof. 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 Laws. The
requirements of this section shall survive the expiration or termination of this Agreement.
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ARTICLE IX. CITY INSPECTION AND RIGHT OF ENTRY
9.1 Inspection by the City
The City shall have the authority to make periodic inspections of the Property and
improvements thereof, during normal working hours.
9.2 City's Right of Entry
The City retains ownership and control of the Property. Provider shall not exclude the City,
its officials, employees, or agents from the Property in conducting their official duties; nor shall
Provider exclude the public from the Property except as reasonably necessary to carry out
authorized operations consistent with this Agreement or from designated and/or non-public areas
of the Property. The Provider agrees to permit the City, to enter upon the Property at all reasonable
times, for any purpose the City deems necessary to, incident to, or connected with the performance
of this Agreement or in the exercise of its municipal functions. Except in the case of an Emergency,
the City shall provide not less than twenty-four (24) hours' advance notice to Provider prior to
entering the Property pursuant to this Section, and any such entry shall be conducted in a manner
that does not disrupt or interfere with a scheduled event then in progress. For purposes of this
Section, "Emergency" means a circumstance involving an imminent threat to life, health, safety,
or property, in which case the City may enter the Property without prior notice. Nothing contained
herein shall limit the City's independent legal and regulatory authority as a municipality, including
its right to enter the Property in the exercise of such authority without regard to any notice or other
requirements set forth in this Agreement.
ARTICLE X. OPERATING EXPENSES
10.1 Operating Expenses
Provider shall be solely responsible for, and shall timely pay, all costs and expenses
incurred in connection with the operation, management, maintenance, and use of the Property
during the Term, whether such costs are incurred directly by Provider or costs and expenses
approved by the Provider which are incurred on its behalf.
10.2 Utilities
Without limitation of the foregoing, Provider shall be solely responsible for payment of all
costs of consumption, and for the cost of installing any necessary lines and equipment for increased
usage, of all required utilities, including, as applicable, for electricity, telephone, interne, cable,
water, gas, sewage disposal, trash collection, grease trap maintenance, storm water fees, vermin
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control, landscape trash and garbage removal. The City shall in no event be liable for the failure
of any utilities.
10.3 Taxes and Assessments
Provider represents and warrants that it is exempt from ad valorem taxation as a political
subdivision of the State of Florida. In the event that (i) Provider's tax-exempt status is revoked,
modified, or otherwise lost, or (ii) the Property or Provider's use thereof becomes subject to any
ad valorem taxes, possessory interest taxes, assessments, governmental charges, or similar
impositions as a result of Provider's status or operations, Provider shall be solely responsible for
the payment of all such taxes, assessments, and charges from and after the date they become due.
Provider may terminate this Agreement upon fifteen (15) days' prior written notice to the City
following such loss of tax-exempt status.
ARTICLE XI. EQUIPMENT AND PERSONAL PROPERTY
11.1 City's Personal Property
The City owns and retains within the Property the furniture, fixtures, equipment and other
personal property listed in Exhibit "E" attached hereto (the "City Equipment"). The Provider is
permitted to use the City Equipment at no cost; provided, however, that any additional equipment
required for the Provider's operations shall be supplied at the Provider's sole cost and expense.
The Provider shall provide a knowledgeable technician to test, operate, and maintain the
City Equipment in accordance with manufacturer specifications and industry standards. At its sole
cost and expense, the Provider shall promptly repair or replace any City Equipment that is lost,
stolen, damaged, or rendered unusable whether due to the acts, omissions, or negligence of the
Provider, its agents, or employees, or as a result of normal wear and tear from ongoing use. The
Provider shall maintain a written inventory of all City Equipment, including records of any
replacement items provided. The Provider shall include within the Annual Report an updated
catalog of City Equipment, detailing all replacements made, the condition of each item, and any
repairs performed.
The Provider shall further take all reasonable steps to protect both its own equipment and
the City Equipment, including obtaining insurance coverage and implementing appropriate
security measures. Upon expiration or termination of the Agreement, Provider shall return all City
Equipment in good working condition. If any equipment cannot be returned in such condition, the
Provider shall, at its sole cost, provide a suitable replacement approved by the City.
11.2 Provider's Personal Property
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All equipment and personal property provided or used by the Provider at the Property shall
be of good quality and suitable for its purpose. Any equipment or other personal property of
Provider shall be properly catalogued and contain a College decal and/or property control number.
Any properly catalogued furniture, furnishing, equipment or other articles of personal
property owned by the Provider and located on the Property, shall be and shall remain the property
of the Provider and may be removed by it at anytime during the Term, or upon the expiration or
termination thereof, so long as: (i) the Provider is not in default of any of its obligations under this
Agreement; and (ii) the same have not become a fixture. If, however, 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 hereof.
If any part of the Property is damaged by the removal of Provider's personal property, 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 (60) 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 dale Provider. The Provider
shall pay the City the reasonable cost of such repairs, which in no event shall exceed the actual
costs of repair, within fifteen (15) days after receipt of an invoice indicating the cost of such
required repairs. The requirements of this section shall survive the expiration or termination of this
Agreement.
Upon expiration or earlier termination of this Agreement, Provider shall remove all
personal property without causing damage and shall be responsible for the cost of repairing any
damage resulting from such removal. Any personal property belonging to the Provider and not
removed by the Provider at the expiration or earlier termination of the Agreement shall be deemed
to have been 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 reasonable costs
associated with the disposal of such abandoned property within fifteen (15) days of after receipt
of written notice and invoice thereof.
ARTICLE XII. INDEMNIFICATION AND INSURANCE
12.1 Indemnification
To the extent permitted by law, Provider shall indemnify, defend and hold harmless the
City against any actions, claims or damages arising out of Provider's negligence, willful or
intentional acts, or omissions in connection with this Agreement. The foregoing indemnification
shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes,
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Section 768.28, nor shall the same be construed to constitute agreement by Provider to indemnify
the City for the City's negligence, willful or intentional acts, or omissions.
Without limitation of the foregoing, Provider shall require that any and all Use Agreements
entered into for use of the Property contain language, in a form acceptable to the City Attorney
and Risk Management Administrator, requiring such user(s) to indemnify, defend, covenant not to
sue, and hold harmless forever the City, its officials, officers, agents and employees from and
against all losses, costs, penalties, fines, damages, claims, expenses and liabilities (including
attorney's fee and costs) arising out of, resulting from, or in connection with the subject Use
Agreement, including but not limited to the performance or non-performance thereof, whether it
is, or is alleged to be, directly or indirectly caused, in whole or in part, by any act, omission, default
or negligence (whether active or passive) of the City.
12.2 Insurance
Provider represents that it is self -insured for actions to recover for injury or loss of property,
personal injury or death caused by the negligent or wrongful act or omissions of its officers and
employees. Provider shall provide evidence of its self-insurance program acceptable to the City's
Risk Management Administrator. In addition, Provider may, but shall not be obligated to, procure
general liability insurance covering its operations at the Property and related liability. If Provider
procures general liability insurance, Provider shall request, at its sole cost, that the City be named
as an additional insured.
Notwithstanding the above, Provider shall require that all Use Agreements entered into
require such user(s) to furnish Provider with evidence of the insurance coverages and limits set
forth in the attached and incorporate Exhibit "F" unless this requirement is waived in writing by
the City Manager.
ARTICLE XIII. DESTRUCTION OF PROPERTY
13.1 Destruction of Property
Except as provided in Section 13.2, if the Property is damaged by fire, the elements,
accident, or any other casualty (collectively, a "Casualty"), the Provider shall promptly repair such
damage. The City shall not be liable to the Provider for any damages arising from a Casualty,
including, but not limited to, business interruption or damage to the Provider's personal property.
Furthermore, the City shall have no obligation to repair any portion of the Property in the event of
a Casualty.
13.2 Option to Terminate Due to Casualty
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If, as a result of a Casualty, (a) the Property is rendered wholly unusable, (b) insurance
proceeds are insufficient to restore the Property to a condition reasonably necessary to fulfill the
purposes of this Agreement, (c) the Property is damaged or destroyed, in whole or in part, during
the last three years of the Term, or (d) the Property is damaged to the extent that it cannot be used
for the purposes specified herein for ninety (90) or more consecutive days, then either the City or
the Provider may elect to terminate this Agreement by providing written notice to the other party
within ninety (90) days after the occurrence of such Casualty. Upon such notice, the rights and
obligations of the Parties shall cease as of the date specified in the notice. Upon termination of this
Agreement pursuant to this Section, both the Provider and the City shall be released from any
further obligations hereunder, except for obligations accrued prior to such termination date or any
obligations that expressly survive the termination of this Agreement.
ARTICLE XIV. ASSIGNMENT
14.1 Assignment
The City may assign this Agreement at its sole discretion by providing one hundred eighty
(180) days prior written notice to Provider. This agreement shall not be assigned in whole or in
part by Provider. Notwithstanding the foregoing, Provider may enter into Service Agreements as
authorized herein and may delegate the performance of (but not responsibility for) any duties and
obligations of Provider relating to the operation of concessions to any independent entity.
14.2 Bankruptcy
Subject to Applicable Laws, and notwithstanding any language contained herein to the
contrary, if this Agreement is assigned to any person or entity pursuant to a 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 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.
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ARTICLE XV. NOTICE
15.1 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: NOTICE TO PROVIDER:
City of Miami
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
WITH A COPY TO
City of Miami
City Attorney
444 SW 2 Avenue, 9th Floor
Miami, FL 33130
City of Miami
Department of Real Estate and Asset
Management
14 NE 1st Avenue, 2nd Floor
Miami, FL 33132
ARTICLE XVI. DEFAULT
16.1 Events of Provider Default
Miami Dade College
Office of the College President
300 NE 2nd Avenue
Miami, Florida 33132
WITH A COPY TO
Miami Dade College
Office of Legal Affairs
ATTN: General Counsel
300 NE 2nd Avenue, Room 1453
Miami, Florida 33132
For purposes of this Agreement, each of the following shall constitute an "Event of
Provider Default":
(a) The filing by the Provider of: (i) an application for consent to the appointment of a receiver,
trustee, or liquidator of itself or all or substantially all of its assets; (ii) a voluntary petition
in bankruptcy or a pleading in any court of record admitting in writing its inability to pay
its debts as they come due; (iii) a general assignment for the benefit of creditors; or (iv) an
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answer admitting the material allegations of, or its consenting to, or defaulting in
answering, a petition filed against it in any bankruptcy proceeding;
(b) 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;
(c) The failure of the Provider to remit any material information, to the City's reasonable
satisfaction, requested pursuant to the terms of this Agreement;
(d) The failure of the Provider to require that third parties execute Use Agreements in forms
approved by the City, inclusive of required indemnification and insurance obligations; or
(e) The failure of the Provider to repair any damage caused by the Provider, or its employees
or agents, to the Property within sixty (60) days after receipt of written notice from the City
directing the required repairs.
(f) The failure of the Provider to perform any other material covenant, condition, or obligation
required under this Agreement, and the continuance of such failure for a period of thirty
(30) days after written notice (which notice shall specify the nature of the default) from the
City to the Provider; provided, however, that if such default cannot reasonably be cured
within thirty (30) days, no Event of Provider Default shall be deemed to exist if the
Provider, in good faith, promptly after receipt of written notice, commences and diligently
prosecutes all actions necessary to cure the default and notifies the City in writing of its
actions.
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 to immediate possession of the Property and shall be entitled to all remedies provided
by the Bankruptcy Code for damages for breach or termination of this Agreement.
16.2 City Remedies
The City may treat any one or more of the Event(s) of Provider 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 by giving a thirty (30) day notice of such
election to the Provider. In the event of such termination, the City shall have the right to
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seek any reasonable 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 shall be due and payable by the Provider to the City immediately
upon demand thereof.
(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
Provider 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 materially injured by failure to take rapid action or if the unperformed obligation of
the Provider constitutes an emergency.
Failure to meet minimum requirements, including but not limited to obligations as set forth
in the Operational Plan, may result in a default of the Agreement, penalties, withholding of
approvals, and remedies that may include termination.
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.
16.3 Events of City Default
Each of following events is defined as an Event of City Default:
(a) The filing by the City of: (i) an application for consent to the appointment of a receiver,
trustee, or liquidator of itself or all or substantially all of its assets; (ii) a voluntary petition
in bankruptcy or a pleading in any court of record admitting in writing its inability to pay
its debts as they come due; (iii) a general assignment for the benefit of creditors; or (iv) an
answer admitting the material allegations of, or its consenting to, or defaulting in
answering, a petition filed against it in any bankruptcy proceeding;
(b) The entry of an order, judgment or decree by any court of competent jurisdiction,
adjudicating the City 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;
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(c) The failure of the City to perform any other covenant, condition, or obligation required
under this Agreement, and the continuance of such failure for a period of thirty (30) days
after written notice (which notice shall specify the nature of the default) from the Provider
to the City; provided, however, that if such default cannot reasonably be cured within thirty
(30) days, no Event of City Default shall be deemed to exist if the City, in good faith,
promptly after receipt of written notice, commences and diligently prosecutes all actions
necessary to cure the default and notifies the Provider in writing;
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 Provider 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 Provider
shall have the right to all remedies provided by the Bankruptcy Code for damages for breach or
termination of this Agreement.
16.4 Provider Remedies
Provider may treat any one or more of the Event(s) of City Default as a breach of this
Agreement, and thereupon at its option, the Provider 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 by giving a thirty (30) day notice of such
election to the City. In the event of such termination, the Provider 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) Exercise any other legal or equitable right or remedy, which it may have under this
Agreement, at law or in equity.
All of the remedies of the Provider 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.
16.5 Repeated Defaults
If either the Provider or the City fails more than twice during any twelve (12) month period
to satisfy or comply with the same or substantially similar material requirement or provision of
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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 defaulting party, its guests, employees,
agents, or others within its control), then, at the election of the non -defaulting party, the defaulting
party shall have no right to cure such repeated default, and upon such election, the non -defaulting
party shall have all rights and remedies available under this Agreement with respect to an Event of
Default immediately upon the occurrence of such repeated failure.
ARTICLE XVII. CITY RIGHTS UPON TERMINATION
17.1 Surrender of Property
Upon the expiration or earlier termination of this Agreement by lapse of time or otherwise,
the Provider's limited license to access and use the Property shall automatically terminate. At such
time, Provider shall promptly cease all operations at the Property, remove its personnel and
personal property, return all City assets and all means of access thereto, and vacate the Property
leaving it in good order and condition, normal wear and tear excepted, all in accordance with the
terms of this Agreement. The provisions of this Article shall survive the expiration or earlier
termination of this Agreement.
17.2 Failure to Vacate
Upon expiration or earlier termination of this Agreement, Provider's license to access the
Property shall terminate, and Provider shall cease operations and vacate the Property within thirty
(30) days. Under no circumstances shall Provider be entitled to remain in or continue using the
Property after termination without the City's express written authorization, which authorization
may be granted or withheld in the City's sole discretion and shall not create a tenancy or other
property interest. If Provider remains on or continues to use any portion of the Property following
expiration or termination without the City's written authorization, such continued presence shall
constitute unauthorized use and trespass. Such unauthorized use shall not constitute a renewal,
extension, or month -to -month tenancy, nor shall it be deemed to create any landlord -tenant
relationship.
In the event that the Provider fails to vacate the Property at the expiration or earlier
termination of this Agreement without the City's written authorization, then the City shall, in
addition to all other remedies, be entitled to collect from the Provider, and the Provider shall pay
to the City, a per diem fee of One Thousand Dollars ($1,000.00) 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
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including, but not limited to, the right to seek injunctive relief to remove the Provider from the
Property and to recover all damages in connection therewith.
ARTICLE XVIII. MISCELLANEOUS
18.1 Public Records
Provider understands that the public shall have access, at all reasonable times, to all documents
and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes,
and any specific exemptions therefrom, and Provider agrees to allow access by the City and the
public to all documents subject to disclosure under applicable law unless there is a specific
exemption or prohibition from such access. Provider's failure or refusal to comply with the
provisions of this Section shall result in immediate termination of the Agreement by City. Pursuant
to the provisions of Chapter 119.0701, Florida Statutes, Provider must comply with the Florida
Public Records Laws, including to:
(a) Keep and maintain public records required by the City to perform the services under
this Agreement.
(b) Provide the public with access to public records on the same terms and conditions
that the City would provide the records and at a cost that does not exceed the cost
provided in Chapter 119 or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from disclosure
requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, upon the written
request of and at no cost to the City, all public records in possession of Provider upon
termination of this Agreement and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
(e) All records stored electronically must be provided to the City in a format compatible
with the information technology systems of the City.
(f) Provider agrees that any of the obligations in this Section will survive the term,
termination, and cancellation hereof.
IF PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S
CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL:
PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS
C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444
S.W. 2ND AVENUE, MIAMI, FLORIDA 33130.
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18.2 Licenses and Permits
The Provider shall, at the Provider's sole cost and expense, obtain and maintain any and all
licenses and permits necessary in order for the Provider's to manage, maintain, and operate the
Property in the manner required herein.
18.3 Compliance with Applicable Laws
The Parties shall comply with all applicable laws, ordinances, and codes of federal, state,
and local governments, now or hereinafter enacted ("Applicable Laws").
18.4 Nondiscrimination
Provider represents and warrants to the City that Provider does not and will not engage in
unlawful discriminatory practices and that there shall be no discrimination in connection with
Provider's performance under this Agreement on account of race, age, religion, color, gender,
gender identity, sexual orientation, national origin, marital status, physical or mental disability,
political affiliation, or any other factor prohibited by law. Provider further covenants that no
otherwise qualified individual shall solely by reason of race, age, religion, color, gender, gender
identity, sexual orientation, national origin, marital status, physical or mental disability, political
affiliation, or any other factor prohibited by law, be excluded from participation in, be denied
services, or be subject to unlawful discrimination under any provision of this Agreement. It is
expressly understood that upon a determination by a court of competent jurisdiction that Provider
has engaged in such unlawful discrimination, the City shall have the right to immediately terminate
this Agreement without penalty to the City.
18.5 No Interest Conferred
Notwithstanding anything in this Agreement to the contrary, the Parties expressly
acknowledge and agree that this Agreement constitutes a management and services agreement
only, and that Provider's right to enter and use the Property is a limited, exclusive, revocable
license granted solely to Provider for the purpose of performing the management and
operational services described herein. Nothing in this Agreement shall be construed to create or
grant a lease, sublease, tenancy, easement, license coupled with an interest, or any other estate or
real property interest in favor of Provider. Provider is granted no right of exclusive possession
or control of the Property, and all rights granted are contractual in nature and subject to the
City's continuing ownership, control, and authority over the Property. Provider shall have no
estate, leasehold, ownership, security interest, or other possessory or equitable interest in the
Property and shall not assert any claim to such interest arising from this Agreement or from any
improvements, alterations, repairs, fixtures, investments, or expenditures made in connection with
its performance hereunder, whether or not approved by the City.
Page 28 of 43
18.6 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.
The City is entering into this Agreement solely in its capacity as owner of the Property and
not in any regulatory capacity. Nothing in this Agreement, nor any approval granted by the City
hereunder, shall limit, waive, prejudice, or otherwise impair the City's exercise of its regulatory
authority, including the imposition of requirements or conditions required by Applicable Laws or
necessary to protect the public health, safety, and welfare. Provider acknowledges that compliance
with all Applicable Laws and all required approvals from the City or any other governmental
authority remains the Provider's independent obligation.
18.7 Certification
By signing this Agreement Provider certifies that Provider has familiarized itself with
section 18-107 of the City Code and that neither Provider nor any of its principal owners or
personnel assigned for this Property have been convicted of an offense that would be cause for
debarment under section 18-107 of the City Code or debarred or suspended by any federal, state
or other governmental entity or agency.
18.8 Successors and Assigns
This Agreement shall be binding upon the Parties hereto, their heirs, executors, legal
representatives, successors and assigns.
18.9 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.
18.10 Governing Law; Venue; Attorney's Fees
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. Except as explicitly
set forth herein, each party shall bear their own respective attorney's fees.
Page 29 of 43
18.11 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.
18.12 Severability
If any provision of the Agreement, 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.
18.13 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 any
payment to the City, with or without 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.
18.14 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.
18.15 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.
Page 30 of 43
Additional information regarding Radon and Radon testing may be obtained from your county
public health unit.
18.16 No Recordation
The Provider shall not record this Agreement without the prior written consent of the City,
at its sole and absolute discretion.
18.17 Termination Without Cause
Either Party may terminate this Agreement at any time, without cause, by providing the
other Party with one hundred eighty (180) days prior written notice prior to the effective date of
the termination. Upon the effective date of such termination, the Parties shall be relieved from any
further obligations under this Agreement except for those specifically stated to survive the
expiration or termination of this Agreement.
18.18 Construction
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine
or neuter, singular or plural, as the identity of the party or parties may require. The Parties hereby
acknowledge and agree that each was properly represented by counsel in the negotiation of this
Agreement so that the judicial rule of construction to the effect that a legal document shall be
construed against the draftsman shall be inapplicable to this Agreement, which has been drafted
by both City and Provider. There are no third party beneficiaries to this Agreement; no person or
entity other than the parties hereto shall have any rights or remedies under or by reason of this
Agreement.
18.19 Counterparts; Electronic Signatures
This Agreement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, and such counterparts shall together constitute but one and the
same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this
Agreement (whether by facsimile, PDF or other email transmission), which signature shall be
binding on the party whose name is contained therein. Any party providing an electronic signature
agrees to promptly execute and deliver to the other parties an original signed Agreement upon
request.
18.20 Binding Effect; Authority
Page 31 of 43
This Agreement shall not be binding on the Provider until such time as The District Board
of Trustees of Miami Dade College, Florida approves this Agreement. Each of the Parties hereto
acknowledges it is duly authorized to enter into this Agreement and that the signatories below are
duly authorized to execute this Agreement on their respective behalf.
18.21 Entire Agreement
This instrument and its attachments constitute the sole and only agreement of the parties
relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of
each to the other as of its date. Any prior agreements, promises, negotiations, or representations
not expressly set forth in this Agreement are of no force or effect.
SIGNATURE PAGE FOLLOWS
Remainder of Page Intentionally Blank
Page 32 of 43
IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate
official executed the AGREEMENT, this the day and year first written.
Signed by:
ATTEST.
,-DocuSigned by:
E4697-56gaGF-1460...
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Signed by:
r'atn,1 o14,1t,/5
27"195rfi't1 R714F7
David Ruiz, Interim Director
Department of Risk Management
ATTEST:
fAv Of (o 0
Print Na: tld AAA-. L in/V€ 5
Title:6U Pi Coo �- 0_0 S
APPRO = AS 0 FORM AND
LEG S ' ICI NCY:
Javier A. Le o" ,, Esq.
General Cou i I
CITY OF MIAMI, a municipal corporation
of the State of Florida
James Reyes
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Signed by:
E9F00024013...
George K. Wysong III
City Attorney
it
Matter 25-3812K
THE DISTRICT BOARD OF
TRUSTEES OF MIAMI DADE
COLLEGE, FLORIDA, a body corporate
of the State of Florida, ON BEHALF OF
MIAMI DADE COLLEGE, a public
educational institution and political
subdivision of the State of Florida
M et'eline Pumariega
President
Page 33 of 43
1508 SW 8 ST, Miami, FL 33135
Folio No. 01-4110-063-0230
EXHIBIT "A"
THE PROPERTY
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Page 34 of 43
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EXHIBIT "B"
USE AGREEMENT
Attached on the following 14 pages
Page 35 of 43
EXTERNAL RENTAL OF MDC's TOWER THEATER MIAMI
CONTRACT & COST BREAKDOWN
Date:
Organization/USER Name:
Contact Person:
Phone:
E-mail:
Address:
Event:
Event Date(s) and Time(s):
Organization/USER Status: ❑Profit:
Anticipated Audience Size:
Admission Fee: ❑No ❑Yes
Non -Profit:
Notwithstanding any language contained in the Agreement for Temporary Use of Miami Dade College Facilities
("Agreement") to which this addendum is attached, the following terms and conditions shall apply to the use of the Tower
Theater located at 1508 SW 8th Street, Miami, Florida ("Tower Theater Miami"). In the event of a conflict, the terms
contained herein shall supersede any conflicting terms in the Agreement. However, any insurance requirements herein
shall be supplemental to insurance requirements provided for in the Agreement and in the event of any conflicting limits
of liability, the higher limit of liability shall apply. The City of Miami, a municipal corporation of the State of Florida ("City"),
as owner of Tower Theater Miami, is an intended third -party beneficiary of the Agreement and this Addendum with
respect to the use of Tower Theater Miami and may enforce any applicable provisions directly.
Applicable Laws/Ticket Surcharge:
1. Use of Tower Theater Miami is subject to USER's compliance with all applicable Federal, State, and local laws, rules,
regulations, codes and ordinances ("Applicable Laws") in connection with its use of Tower Theater Miami, including,
but not limited to, Applicable Laws pertaining to conflicts of interest, public records, non-discrimination, anti -human
trafficking, etc. As applicable, USER shall execute and submit to the College an affidavit, of even date herewith, in
compliance with Section 787.06(14), Florida Statutes.
2. Without limitation of the foregoing, USER shall comply with Section 53-I of the City of Miami Code, as may be amended
("Ticket Surcharge"). At the time of Effective Date, the Ticket Surcharge rates are as follows:
Price of Admission (or suggested donation)
$1.00-14.99
$15.00-29.99
$30.00-99.99
$100.00-249.99
$250.00-499.99
$500.00-999.99
$1,000.00 and up
Ticket Surcharge
$0.75
$1.00
$ 2.00
$3.00
$5.00
$10.00
$12.00
3. The User shall pay the Ticket Surcharge against all paid admissions to events or activities at Tower Theater Miami at
the rates required by Section 53-1 of the City of Miami Code. A ticket salesperson (if needed) will be assigned to you
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
and s/he will be responsible for cash collection at the ticket box office. The College also reserves the right to seek
remuneration for operational costs, if any.
4. In the event of any dispute arising between the parties in connection with this Agreement, each party shall bear their
own respective attorney's fees.
5. Nothing contained in this Agreement is intended to be construed as a waiver of the City's sovereign immunity,
including but not limited to, those limitations set forth in Section 768.28, Florida Statutes.
Theater Rules:
1. Committed to ensuring guests' safety at all times, MDC's Tower Theater Miami operates under Florida State, Miami Dade
County, and City of Miami regulations. Such policies may affect MDC's Tower Theater Miami ability to operate, which
include but are not limited to being able to open the theater to the public, limiting auditorium capacity, enforcing social
distance, and enforcing face masks/coverings. Such instances will be handled on a case -by -case basis.
2. USER must provide MDC's Tower Theater Miami with a detailed description of the proposed event run -of -show, personnel
running the event, any external material (e.g. step & repeat set-up, tables, lights, etc) that USER would like to bring to the
Theater for the rental period. Please attach description to this document. Any use of outside goods or equipment, or any
use of theater space, not outlined here or otherwise approved by MDC's Tower Theater Miami Director or Executive
Director, is grounds for cancellation of the event and loss of deposit. USER must disclose everything that will occur on
theater grounds during the period of the rental at the time of executing the contract or seek special approval. This will be
strictly enforced. We do not permit surprises.
3. Outside Food and Beverage is not permitted and cannot be served during the rental period without prior approval from the
Director or Executive Director of MDC's Tower Theater Miami. If approved, it will be subject to a surcharge, outlined below.
To avoid a surcharge, items such as beer, wine, prosecco, popcorn, and classic concession items can be purchased directly
from the theater. Bulk purchase discounts may be available. Under some circumstances, the surcharge can be reduced for
non -concession style food served after screenings. Such instances will be handled on a case -by -case basis.
4. Rental of Mezzanine or Lobby for Receptions, Cocktails, etc. includes normal level of cleaning provided by MDC's Tower
Theater Miami custodians. However, cleaning up excess garbage (bottles, napkins, leftover food and drink), and removing
outside tables, linens, coolers, containers, etc., is the responsibility of the USER and must be completed the same day of
the event, within one hour of the event's conclusion. A $200.00 penalty will apply for failure to comply.
5. Contract must be signed by USER and College representative a minimum of 5 Weeks prior to the event date.
6. USER is required to include the following credit line in all promotional and marketing materials related to their performance
at MDC's Tower Theater Miami, including websites, emails, news and press releases, public service announcements,
broadcast media, event programs and publications: "With special thanks to Miami Dade College's Tower Theater Miami."
All promotional materials must be received and approved by Miami Dade College's Tower Theater Miami not less than 10
business days (M-F) prior to printing/disseminating.
7. Nothing in this Addendum authorizes USER to act on behalf of the City or to enter into any agreement binding the City or
any of its agencies. USER shall not represent, directly or indirectly, that it or its activities are endorsed or sponsored by the
City and shall include any disclaimers requested by the City. Nothing herein shall be construed to create a partnership, joint
venture, agency, or other legal relationship between the City and USER. USER shall not use the City's name, seal, logo, or
other identifying marks without the prior written approval of the City.
8. USER is required to furnish the College with evidence of insurance meeting the following minimum requirements:
a) USER shall, at its sole cost and expense, obtain and maintain in full force and effect throughout its use of Tower Theater
Miami all insurance policies, endorsement, and requirements required under Exhibit A of this Addendum, or as
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463 Revised: 03/2021
otherwise required by the City based on the nature and scope of USER's activities. The College and City shall each be
listed as "Additional Insured" on all policies.
b) Certificates are due no less than seven (7) days before the event date, or the event will be cancelled without refund of
deposit. USER is prohibited from using any portion of Tower Theater Miami prior to providing a certificate of insurance
demonstrating adherence to all insurance requirements herein. The insurance policy or policies shall be so written that
the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the
College and the City.
Notwithstanding the foregoing, to the extent the USER is the State of Florida, or any agency or subdivision of the State of
Florida, the PUBLIC ENTITY USER Insurance provisions contained in the Agreement shall apply and the City Indemnitees shall
be intended third party beneficiaries thereof.
9. In addition to the indemnification requirements specified elsewhere in the Agreement, as part of the lawful consideration
for the benefits granted to USER hereunder, including the right to access and use the Tower Theater Miami, USER shall
indemnify, defend, release, and hold harmless, the City of Miami, its officials, officers, agents and employees (collectively
"City Indemnitees'), to the greatest extent permitted by Applicable Laws, from and against all losses, costs, penalties, fines,
damages, claims, expenses (including attorney's fee and costs), and liabilities (collectively referred to as "Liabilities") arising
out of, resulting from, or in connection with USER's use of the Tower Theater Miami or its performance or non-performance
under this Agreement, whether such Liabilities are, or are alleged to be, directly or indirectly caused, in whole or in part, by
any act, omission, default or negligence (whether active or passive) of the City Indemnitees, or any of them , or the failure
of the USER to comply with any of the provisions contained in this Agreement, or to conform to statutes, ordinances, or
other regulations or requirements of any governmental authority, federal or state, in connection with the performance of
this Agreement. USER expressly agrees to indemnify, covenant not to sue, and hold harmless the City Indemnitees, or any
of them, from and against all liabilities which may be asserted by a current or former employee or agent of USER, or any of
its agents, consultants, or contractors, for which the USER's liability to such employee or former employee would otherwise
be limited to payments under state Workers' Compensation or similar laws. This indemnity provision shall survive the
termination of this Agreement and shall continue in effect until the expiration of the corresponding statute of limitations
or the tolling thereof.
a) Notwithstanding the foregoing, to the extent the USER is the State of Florida, or any agency or subdivision of the State
of Florida, the PUBLIC ENTITY USER Indemnification provisions contained in the Agreement shall apply in lieu of the
foregoing and the City Indemnitees shall be intended third party beneficiaries thereof.
10. In the event USER utilizes a vendor, caterer, concessionaire, supplier, contractor, provider, performer, or other supplier
third party engaged by, or present at the invitation or on behalf of, USER ("Vendors') to provide Outside Food and Beverage
or provide any other goods, services, or equipment on at or in connection with the Tower Theater Miami, the following
requirements shall apply:
a. USER's obligations to indemnify, defend, release, and hold harmless the City Indemnitees under the indemnification
provisions of this Addendum applicable to USER (without limitation thereof) shall extend to any and all acts, omissions,
negligence, products, services, equipment, or personnel of such Vendors, and to any and all Liabilities arising out of,
resulting from, or in connection therewith or with any Vendor's presence, whether occurring at Tower Theater Miami
or elsewhere. Vendors shall be deemed contractors of USER for all purposes of this Addendum, including the Workers'
Compensation waiver set forth above. USER's obligations under this paragraph are direct, primary, and non-
contributory; no City Indemnitee shall be required to first proceed against any Vendor, and no indemnity, insurance, or
recovery from any Vendor shall diminish USER's obligations hereunder.
b. USER shall require all Vendors to execute the Hold Harmless Agreement substantially in the form attached and
incorporated herein as Exhibit B, and to thereby contractually agree to provide applicable certificates of insurance,
endorsements, liquor licenses, and any other documentation as may be reasonably required by the City and to further
indemnify, defend, covenant not to sue, and hold harmless the City in the manner specified therein. USER shall remain
fully responsible for ensuring that Vendors comply with all requirements of this Agreement, including without limitation
food safety, licensing, and sanitation standards. The foregoing requirements shall be due no less than seven (7) days
before the event date, or the event will be cancelled without refund of deposit.
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463 Revised: 03/2021
11. A non-refundable 50% deposit is required upon execution of the Agreement. The balance of the rental cost is due no less
than 7 days before the event date. Failure to pay balance 7 days before the event date will result in cancellation of the
event. If Agreement is entered into within 7 days of the event date, 100% of the rental cost shall be due with the execution
of the Agreement Any overages to the agreed rental terms must be paid on site. MDC's Tower Theater Miami accepts Visa,
Mastercard, American Express, Discover, and business checks made out to "Miami Dade College". (Buy-outs of regular MDC
Tower Theater Miami screenings must be paid 100% at time of execution of the contract, and are non-refundable.)
12. On -screen content must arrive a minimum of one week prior to event, to allow ample time for ingestion and testing. Our
required screening format is DCP. If a DCP is to be shipped, it should be shipped to the Theater location: 1508 SW 8th St.,
Miami 33135. If sent on a hard drive, the drive should be formatted NTFS and should only have one partition.
13. Pre -Event Meetings are permitted on site, in order to scout, plan, etc., but they must be coordinated with Director or
Executive Director of the theater beforehand. And they absolutely must respect showtime hours. No one is permitted in
either Auditorium without a ticket, starting 40 minutes before the first showtime.
14. Film screenings secured through rentals are not eligible to be publicized on the MDC Tower Theater Miami website
(towertheatermiami.com), but USER does have the option to use our ticketing service for ticket sales, for an additional
rental fee outlined below under "Facilities & Services." Unless otherwise noted, USER selecting this service will receive 100%
of net sales for their screening once city surcharges, taxes, and ticketing fees are deducted. USER must invoice MDC's Tower
Theater Miami for these funds. Miami Dade College will send a check within 30 days of invoice date.
15. Without limitation of USER's obligations to comply with all Applicable Laws, USER shall comply with all health, safety, and
emergency policies, protocols, rules, orders, directives, and guidelines of the City of Miami, Miami Dade College, and any
federal, state, or county governmental or public -health authority, in each case as in effect or amended from time to time,
including but not limited to any COVID-19 or other communicable -disease, pandemic, or public -health requirements.
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
I, , understand that MDC's Tower Theater Miami is an
institution that operates 7 days a week, 365 days a year, with loyal customers, and valuable
stakeholders including motion picture distributors, filmmakers, and vendors of all kinds. I hereby
certify that I will abide by all the regulations laid forth here and that my rental will in no way
interfere with the theater's operations, or the satisfaction of its customers and stakeholders. I will
disclose and secure permission for every aspect of my rental, including outside food or beverage,
outside equipment, and use of any portion of the theater.
Signature
Name
Date
MDC's Tower Theater Miami - operated by Miami Dade Colleges Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
RENTAL OF MDC's TOWER THEATER MIAMI
*Specs of Projection Equipment available on request. MDC's Tower Theater Miami is equipped with Cine-Conductor.
TOTAL COST: $
SPECIAL NOTES:
AGREED:
ON BEHALF OF THE USER/ORGANIZATION
NAME & TITLE (please type or print):
SIGNATURE DATE
ON BEHALF OF MIAMI DADE COLLEGE
James Wollery, Executive Director
Miami Film Festival & MDC's Tower Theater Miami
SIGNATURE DATE
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
EXHIBIT A — INSURANCE REQUIREMENTS
Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami included as an additional insured (Endorsement is required)
Primary Insurance Clause
Contingent and Contractual liability
Premises and Operations Liability
II. Business Automobile Liability (If Applicable)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 300,000
B. Endorsements Required
City of Miami included as an Additional Insured
III. Worker's Compensation (IF APPLICABLE)
Limits of Liability
Statutory -State of Florida
Employer's Liability
C. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Host liquor/Liquor Liability (IF APPLICABLE)
D. Limits of Liability
Each occurrence $1,000,000
Aggregate $1,000,000
The City Department of Risk Management reserves the right to solicit additional coverage or higher limits of
liability as may be applicable. The above policies shall provide the City and College with written notice of
cancellation or material change from the insurer in accordance with policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all
insurance policies required above: The company must be rated no less than "A-" as to management, and no Tess
than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review
and verification by Risk Management prior to insurance approval.
MDC's Tower Theater Miami - operated by Miami Dade Colleges Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
EXHIBIT B — FORM OF HOLD HARMLESS AGREEMENT (VENDORS)
THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (the "Agreement") is executed this
, by , a ("Vendor") in favor
of the City of Miami, a municipal corporation of the State of Florida ("City") and The District Board of Trustees of Miami
Dade College, Florida a body corporate on behalf of Miami Dade College, a public educational institution and political
subdivision of the State of Florida ("Provider"). This Agreement constitutes the unilateral commitment of Vendor in favor
of the City and Provider.
RECITALS
WHEREAS, the City of Miami ("City") is the owner of the Tower Theater, located at 1508 SW 8th Street, Miami,
Florida 33135 (the "Theater"), which is managed and operated by Provider; and
WHEREAS, (the "User") desires to utilize the Theater for the
purpose of hosting (the "Event"); and
WHEREAS, Vendor, in coordination with the User, wishes to provide the following services:
(the "Services"),
at the Theater in connection with the Event; and
WHEREAS, in order to authorize the Services at the Event, the City and Provider require indemnification from both
the User and any vendors operating at the Theater, including the Vendor, for liabilities arising out of their operations; and
WHEREAS, the Vendor acknowledges that it is operating at its own risk and agrees to assume full responsibility
for any and all damages or claims resulting from its acts or omissions in connection with the provision of Services at or in
connection with the Theater.
NOW, THEREFORE, in consideration of the opportunity to provide the Services, the sufficiency of which is hereby
acknowledged, the Vendor agrees to the following terms and conditions:
1. Recitals. The Recitals are true and correct and are hereby incorporated into and made a part of this
Agreement.
2. Premises: As used in this Agreement, the term "Premises" refers to the portion of the Theater that has
been authorized for use in connection with the Event and designated by Provider, as facility manager. Vendor
acknowledges and agrees that its right to access and use the Premises is solely for the limited purpose of providing the
Services in connection with the Event, and is subject to the terms hereof and any operational directives of Provider, as
facility manager. Vendor's access is subordinate to all rights granted by the City to the User, and any instructions issued
by the City, Provider, or their respective designees. Vendor's use of the Premises shall be strictly limited to the specific
areas and timeframes designated by the User and approved by the Provider. Under no circumstances shall Vendor access
or utilize any portion of the Theater or surrounding property beyond those areas or times authorized. The City retains full
ownership of the Premises at all times. Provider, as the City's designated facility manager, retains operational control and
management rights over the Premises during the term of the Management Agreement. The City and/or Provider may
enter or access any portion of the Premises, without prior notice, for any reason deemed necessary in their sole discretion.
Vendor shall not obstruct, limit, or interfere with the City's or Provider's access. Vendor further agrees to promptly comply
with any lawful and reasonable directions or requests issued by the City, Provider, or their respective authorized
representatives during the Event.
3. Maintenance and Clean -Up of Premises. Vendor shall be solely responsible for maintaining its assigned
area within the Premises in a clean, safe, and sanitary condition at all times, including during setup, operation, and
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463 Revised: 03/2021
breakdown of its catering services at the Theater in connection with the Event. Vendor shall collect and properly dispose
of all trash, food waste, litter, and other debris generated by its operations, and shall ensure that its area is left in a clean,
orderly, and undamaged condition at the conclusion of the Event. Vendor shall not dispose of grease, oils, liquids, or any
waste materials in City drains, sinks, planters, or landscaping, and must comply with all applicable public health, sanitation,
and fire safety regulations. Failure to comply with this provision may result in the immediate revocation of Vendor's ability
to operate at the Theater for the Event, and may subject Vendor to reimbursement of any cleanup, repair, or remediation
costs incurred by the City or Provider. The City and Provider each reserve the right to recover such costs directly from
Vendor and to pursue any additional remedies available at law or in equity.
4. Indemnification and Hold Harmless. Vendor hereby holds harmless, indemnifies, releases, remises, quit
claims, exonerates, discharges, and shall defend the City and Provider, including their respective members, officials,
officers, agents, employees, and assigns (collectively referred to as the "Indemnitees") from and against any and all claims,
demands, suites, liability, damages, losses, judgments, decree, settlements, any orders, costs, and expenses (including,
without limitation, court costs and attorneys' fees) causes of action of any nature whatsoever arising out of, or in
connection with the (i) Vendor's provision of catering services, including the sale, service, or distribution of food and/or
beverages, including alcoholic beverages, in connection with the Event at the Theater and/or Vendor's use or occupancy
of any portion of the Premises, (ii) Vendor's performance or non-performance ofthisAgreement, whether it is, or is alleged
to be, directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or
passive) of the Vendor, its employees, contractors, agents, or invitees, or the Indemnitees, or any of them or (iii) the failure
of the Vendor, including without limitation its employees, contractors, or agents to comply with any of the provisions
contained herein, or to conform to statutes, code, ordinances, rule or other regulations or requirements of any
governmental authority, federal or state, in connection with its operations at the Event or the performance of this
Agreement. Vendor expressly agrees to indemnify, covenant not to sue and hold harmless the Indemnitees, or any of
them, from and against all liabilities which may be asserted by an employee or former employee of Vendor, or any of its
subcontractors, as provided above, for which the Vendor's liability to such employee or former employee would otherwise
be limited to payments under state Workers' Compensation or similar laws. In the event that any claim, action, or
proceeding is brought against the City or Provider, Vendor, upon notice from the City or Provider, as applicable, shall, at
its expense, defend the action or proceeding by counsel chosen by the City or Provider, as applicable, including the City
Attorney's office or outside counsel. Each of the City and Provider retains the right to make all decisions with respect to
its own representations in any legal proceeding, including its inherent right to abandon or settle litigation. Vendor
expressly understand and agree that any insurance protection required by this Agreement shall in no way limit the
responsibility to indemnify, keep and save harmless, and defend the City, Provider, their respective officers, employees,
agents, or volunteers as herein provided. This indemnity and hold harmless provision shall survive the expiration or
termination of this Agreement and shall remain in full force and effect until the expiration of the applicable statute of
limitations or any tolling thereof.
5. Compliance with Alcohol Laws and Regulations: In addition to the indemnity obligations set forth above,
Vendor acknowledges that the provision, sale, or service of alcoholic beverages in connection with the Event at the Theater
is a potentially hazardous activity that requires strict compliance with applicable laws and heightened responsibility.
Accordingly, Vendor agrees that Vendor shall be solely responsible for ensuring that all alcoholic beverages served, sold,
or distributed in connection with the Event are handled in compliance with all applicable federal, state, and local laws,
including but not limited to the Beverage Law and § 768.125 (Dram Shop liability), any and all rules and regulations of the
Florida Division of Alcoholic Beverages and Tobacco, and local ordinances governing alcohol sales, open containers, and
public consumption. Vendor represents and warrants that it holds, or will obtain prior to the Event, all necessary licenses
or permits required for the sale or service of alcoholic beverages and shall provide copies of such documentation to the
City or Provider upon request. Vendor shall ensure that all alcohol is served only by personnel who are at least 21 years
of age and appropriately trained or certified in responsible alcohol service (e.g., TI PS or equivalent program).
6. Risk of Loss: Neither the City nor Provider assumes any responsibility whatsoever for any person or
property that enters the Premises as a result of, or in connection with, the Event. In consideration of the City's and
Provider's authorization of the Event, the Vendor releases the City and Provider from any and all liability for any loss,
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
injury, death, theft, damage or destruction to any persons or property which mayoccur in or about the Premises regardless
of the cause, including such circumstances where it could be alleged that the City, Provider, or their respective employees,
agents or contractors were negligent. Vendor does not agree to release the City or Provider for any liability which is
determined to be caused solely due to the intentional or willful misconduct of the City or Provider, or their respective
employees or agents.
7. Waiver. No failure by the City, Provider, or Vendor to enforce any term or provision of this Agreement
shall operate nor be construed as a waiver of any subsequent breach or violation of any provision of this Agreement or of
any other right or remedy.
8. Compliance with Permits and Laws:
a. Vendor accepts this Agreement and hereby acknowledges that Vendor's strict compliance with all
applicable federal, state and local laws, ordinances and regulations is a condition of this Agreement, and Vendor, and any
of its employees, agents or performers, shall comply therewith as the same presently exist and as they may be amended
hereafter including, but not limited to, Americans with Disabilities Act ("ADA"), and all laws prohibiting discrimination.
b. Nothing in this Agreement shall prejudice any regulatory authority by the City to impose
requirements or conditions which are required by Federal, State, County, and/or local ordinances and zoning regulations
or are otherwise necessary to ensure the public health, safety, and welfare of the citizens. The City reserves all regulatory
authority, including, but not limited to, the right to evaluate all applications for permits for compliance with all existing
laws, ordinances, and regulations controlling the issuance of permits. No approvals granted pursuant to this Agreement
shall waive the requirement for Vendor to obtain all regulatory approvals from applicable agencies or authorities as may
be required by applicable laws.
c. Vendor represents and warrants that during the term ofthis Agreement, it will not use or employ
the Premises, or any other City -owned property, to handle, transport, store or dispose of any hazardous materials and
that it will not conduct any activity on Premises or City -owned property in violation of any applicable environmental laws.
d. Vendor represents and warrants that it is aware of the restrictions contained in Sections 22-180
through 22-185 of the Code of the City of Miami entitled "Handbills" and that it will comply with all of the requirements
therein with respect to the distribution of commercial handbills. Should Vendor fail to comply it shall be responsible for
the payment of any fines imposed, including fines imposed upon the City. Payment for fines imposed must be made within
ten (10) days of receipt thereof, or they will be deducted from the Damage Deposit as defined herein, plus a fifteen percent
(15%) admin fee.
e. Further, the Vendor, and any of its employees, agents or performers, hereby agrees to comply
with all regulations regarding travel to and from the United States as promulgated by the U.S. Department of Treasury,
Office of Foreign Assets Control ("OFAC") and the U.S. Department of State.
f. Violation of any federal, state, or local law or regulation shall be grounds for immediate
termination of all rights and benefits conferred to Vendor pursuant to this Agreement.
9. Insurance. Vendor shall obtain and maintain in force for the duration of the Event, such insurance policies,
coverages, and conditions deemed acceptable by the City and Provider, includingthose policies, coverages, and conditions
set forth in the attached and incorporated Exhibit A. The City and Provider, and, if applicable, any designated sponsors
approved by the City or Provider, shall be named "Additional Insured" on all policies of Vendor. Vendor shall furnish all
insurance certificates required by this Agreement, no later thirty (30) days prior to the commencement of the Event.
Vendor agrees to provide copies of any and all insurance policies and corresponding endorsements in connection with this
Agreement within five (5) business days from the City's or Provider's request. Vendor is prohibited from accessing or
otherwise using any portion of the Premises prior to providing a certificate of insurance demonstrating adherence to all
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
insurance requirements herein. Failure to provide such certificate of insurance by the time provided shall be grounds for
termination of this Agreement.
10. Separation of Entities. It is expressly understood and intended that the Vendor doing business with User
is not an officer, employee or agent of the User, of the City, or of the Provider. Vendor shall take all actions as may be
necessary to ensure that its officers, agents, employees, assignees and/or subcontractors as well as those of its vendors shall
not act as nor give the appearance of being an agent, servant, joint venture, collaborator or partner of the City or Provider.
11. Entire Agreement. The Agreement, together with Provider's Agreement for Temporary Use of Miami Dade
College Facilities, including all attachments, addendums, and amendments thereto, constitute the entire commitment of
Vendor with respect to the specific subject matter described in the Recitals and supersedes all prior negotiations,
agreements, understandings, and arrangements both oral and written by Vendor with respect to the subject matter
described in the Recitals. This Agreement may not be modified by any way, except by a instrument signed by the Vendor
and consented to in writing by the City and Provider.
12. Electronic Signature. Vendor may execute and deliver this Agreement by electronic signature (by
facsimile, .PDF, or e-mail transmission), which signature shall be deemed an original and binding upon Vendor.
13. Waiver of Jury Trial: VENDOR HEREBY WAIVES ITS RIGHTS TO AWRY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH THEREOF. THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR MODIFICATIONS TO THISAGREEMENT.
14. Headings. Title and paragraph headings are for convenient reference and are not a part of this Agreement.
15. Severability. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the
State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary
in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the
remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect.
16. Acknowledgement; Authority. Vendor expressly acknowledges that it has read and understands every
provision in this Agreement and has had the opportunity to seek the advice and representation of independent counsel.
Furthermore, Vendor expressly acknowledges that this Agreement is undertaken in good faith and was not obtained by
fraud, misrepresentation, or deceit. The undersigned on behalf of Vendor hereby warrants, represents, and certifies to the
Provider and City that he/she is the lawful representative of Vendor and that he or she has the authority to execute and
deliver this Agreement by and on behalf of Vendor and to bind Vendor to the terms and conditions herein.
17. Governing Law; Venue; Attorney's Fees. The Agreement shall be construed according to the laws of the
State of Florida and Venue shall be in Miami -Dade County. Except in cases where the City or Provider must bring an action
to enforce the provisions of this Agreement, in which case the City or Provider, as applicable, shall be able to recover its
reasonable attorney's fees, Vendor shall bear its own respective attorney's fees.
18. Conflict Of Interest. Vendor is aware of the conflict of interest laws of the City of Miami (Code of the City
of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida (Code of
Miami -Dade County, Florida, Section 2-11.1) and of the State of Florida (as set forth in Florida Statutes) and agrees it will
fully comply in all respects with the terms of said laws and any future amendments.
19. Ordinances and Regulations. Vendor shall comply with all applicable laws, statutes, and ordinances and
all rules and requirements of the City and Provider.
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
IN WITNESS WHEREOF, the undersigned hereby executes this Agreement as of the date set forth above.
"VENDOR"
By:
Signature Date
Print Name
Title
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of 0 physical presence or ❑ online notarization,
this day of , 20 by , who is ❑ personally known to me or
❑ has produced as identification and who did not take an oath.
Notary Stamp:
Signature of Notary Public Taking Acknowledgment
Print Name:
Serial Number (if any):
Commission Expires:
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
Exhibit A to Indemnification and Hold Harmless Agreement
Insurance Requirements
Commercial General Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
Endorsements Required
City of Miami, its officers, directors
employees and authorized agents and representatives must be listed as an
additional insured
Contingent and Contractual Liability
Primary Insurance Clause Endorsement
Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 300,000
Endorsements Required
City of Miami, its officers, directors
employees and authorized agents and representatives must be listed as an
additional insured
Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee.
$500,000 for bodily injury caused by disease, policy limit.
Liquor Liability
Each Occurrence $1,000,000
Policy Aggregate $2,000,000
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
City of Miami, its officers, directors
employees and authorized agents and representatives must be listed as an additional insured
The above policies shall provide the City of Miami with written notice of cancellation or material change from the
insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance
policies required above:
The company must be rated no Tess than "A-" as to management, and no Tess than "Class V" as to Financial
Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey,
or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
MDC's Tower Theater Miami - operated by Miami Dade College's Miami Film Festival
Mailing Address: 300 NE Second Avenue, Miami, FL 33132 I (305) 237-3456
Theater Address: 1508 SW 8th Street, Miami, FL 33135 I (305) 237-2463
Revised: 03/2021
Event Date
Friday, November 6, 2026
Saturday, November 7, 2026
Friday, November 13, 2026
Saturday, November 14, 2026
Friday, November 20, 2026
Friday, December 4, 2026
Saturday, December 5, 2026
Friday, December 11, 2026
Saturday, December 12, 2026
Saturday, January 23, 2026
Friday, February 5, 2027
Saturday, February 6, 2027
Friday, February 12, 2027
Saturday, February 13, 2027
Friday, February 19, 2027
Saturday, February 20, 2027
Friday, February 26, 2027
Saturday, February 27, 2027
Friday, March 5, 2027
Saturday, March 6, 2027
EXHIBIT "C"
EXISTING EVENTS
Company Name
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ivan Armando Quinones
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
Ruta Teatral
STAGE
TS1 /TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
TS1 / TS2
Page 36 of 43
PAGE INTENTIONALLY LEFT BLANK
Page 37 of 43
EXHIBIT "D"
RATE SHEET
Attached on the following page
Page 38 of 43
TOWER THEATER MIAMI RENTAL RATE SHEET
only one discount can be applied
DAY Weekday NIGHT Weekday NIGHT WeekEND City of Miami Non -Profit Discount
Monday - Wednesday, 8AM-3PM Monday -Wednesday, 3PM-11PM Thursday -Sunday, 3PM-11PM Business Discount
Theater 1 $ 150.00 $ 225.00 $ 300.00 10% ��20%
Theater 2 $ 56.00 $ 70.00 $ 100.00 10% 20%
Lobby $ 120.00 $ 150.00 $ 200.00 10% 20%
Mezzanine $ 120.00 $ 150.00 $ 200.00 10% 20%
Flat Fees
Cleaning Fee I Theater 2 (included in rental) $ -
Cleaning Fee I Theater 1 $ 125.00
Cleaning Fee I Special Event/Reception $ 250.00
Microphones ) Theater 2 $ 40.00
Microphones I Theater 1 $ 80.00
Testing Fee 1 30min Spot Check $ 100.00
Testing Fee I Full Film Tech Check $ 250.00
DCP Ingestion Fee (per film) $ 55.00
Rush DCP Ingestion Fee (per film) (7 day turnaround) $ 155.00
Stage Lighting $ 320.00
Outside Food Fee $ 500.00
Outside Beverage Fee (non-alcoholic) $ 500.00
Outside Alcohol $ 500.00
Ticket Processing $ 250.00
Staff Hourly Rate
Technical Manager $ 55.00 Required with DCP in T1
Stage Manager $ 65.00 Required with Stage / Theater Productions
Theater Specialist $ 30.00
Custodian $ 30.00 Additional required for special events
On -Site Representative $ 30.00
Per Ticket Fee (City of Miami Requirement)
Price of Admission
$1.00-14.99
$15.00-29.99
$30.00-99.99
$100.00-249.99
$250.00-499.99
$500.00-999.99
$1,000.00 and up
Ticket Surcharge
Overage Fees
If rental goes over alloted time, affecting venue programming
Theater 1
Theater 2
$0.75
$1
$2
$3
$5
$10
$12
$2,000 (per 2 hours)
$1,000 (per 2 hours)
EXHIBIT "E"
CITY EQUIPMENT
Tower Stage 1 ("TS1")
6 — Stardust — LED Light Bars RGBW PIXBAR
2 — Chauvet - Splitter DMX Data Stream 4
10 — GAMA - Par LED RGBW
4 — GAMA - Leko RGBW 9 (installed on ceiling)
4 — F Color Wash -Mobile Head lights
4 - Leko W/W
1 - Fresnel WW con Zoom (installed on ceiling)
2 - Fresnel WW con Zoom (in cabin)
1 - Cable DMX 3 Pines
1 - Dimmer Pack 4 Canals
4 — Truss Motors
1 — Audio amplifier
4 — Passive Speakers
2 — Active Subwoofers
1 — Audio Snake 24x8x12 XLR
500ft — CABLE RGB
1 — Black Curtain with Mechanical System (American Style) /
1 — Red curtain with Manual Screen
1 — Projection Screen Electric System
40 — Security Cables
TS1 - Control Area
1 — Audio Console Midas
1 — WIMD Gramma Light Console
1 — Dell Computer with light control program installed
2 — Sceptre Monitors
1 — Monitor Base
Tower Stage 2 ("TS2")
8 — Truss Gamma PAR LED RGB
6 — Truss Stardust Barra LED RGBW Pixbar
5 —Truss Gamma LEKO RGBW
9 — Truss Gamma Fresnel WW with Zoom capabilities (on ceiling truss)
2 - Truss Gamma Fresnel WW with Zoom capabilities (in cabin)
1 — Backstage Chauvet Litter DMX Data Stream
4 — Truss Dimmer Pack
Page 39 of 43
1 — 40ft — Truss (ceiling)
30 — Security Cables
10 — Stage Platforms (with vinyl removed)
10 — original theater seats (stored under emergency exit stairs)
TS2 - Control Area
1 — ETC Color Source Light Console
1 — Mackie 1642VLZ Audio Console
1 — 400ft Cable RGB
Repair and Maintenance
4 — Stage Platform Swivel Casters
4 — Stage Clamps
Lobby
6 — Wooden Benches
6 — 55" TV Monitors to showcase flyers — (shadowboxes)
1 — HDMI Splitter Audio/Video
Page 40 of 43
EXHIBIT "F"
USE AGREEMENT INSURANCE REQUIREMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
Primary and Non Contributory Insurance Clause
Contingent and Contractual liability
Host Liquor Included, if applicable
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 300,000
B. Endorsements Required
City of Miami listed as an additional insured
Letter may be provided if no auto exposure in connection with the event
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
Letter may be provided, if less than (4) employees
Page 41 of 43
IV Liquor Liability (IF APPLICABLE)
A. Limits of Liability
Each Common Cause $1,000,000
Policy Aggregate $2,000,000
City of Miami listed as additional insured
The City of Miami Department of Risk Management reserves the right to solicit additional
coverage or higher limits of liability as may be applicable.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance with policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class
V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or
certificates of insurance are subject to review and verification by Risk Management prior
to insurance approval.
Page 42 of 43
Event Date(s)
11/06-07, 13-14, 20-21/2026
11/06-07, 13-14, 20-21/2026
12/04-05, 11-12/2026
12/04-05, 11-12/2026
1/23/2027
02/05-06, 12-13, 19-20, 26-27/2027
02/05-06, 12-13, 19-20, 26-27/2027
03/05-06/2027
03/05-06/2027
EXHIBIT "G"
EXISTING EVENT FEES
Company Name
Ruta Teatral, Inc
Ruta Teatral, Inc
Ruta Teatral, Inc
Ruta Teatral, Inc
Ivan Armando Quinones
Plaza (INDV)
Ruta Teatral, Inc
Ruta Teatral, Inc
Ruta Teatral, Inc
Ruta Teatral, Inc
Tower Stage
TS1
TS2
TS1
TS2
TS1
TS1
TS2
TS1
TS2
SUBTOTALS
TOTAL TO BE TRANSFERRED:
Page 43 of 43
Deposit Paid
$630.00
$630.00
$420.00
$420.00
$105.00
$840.00
$840.00
$210.00
$210.00
$4, 305.00
Minimum
Use Fee Paid
$2,400.00
$1,200.00
$1,600.00
$800.00
$400.00
$3,200.00
$1,600.00
$800.00
$400.00
$12,400.00
$16,961.50
Remainder
Use Fee Paid
Pending
Pending
Pending
Pending
$256.50
Pending
Pending
Pending
Pending
$256.50
Olivera, Rosemary
From: Alfonsin, Gabriela
Sent: Wednesday, August 19, 2026 9:50 AM
To: Olivera, Rosemary; Hannon, Todd; Ewan, Nicole
Subject: RE: Miami Dade College Agreement with Tower Theater
Attachments: Tower_Theater_MDC_Management_Agreement_FINAL_-_MDC_Signed.pdf
Hi Rosemary,
Attached is the agreement.
Thank you,
Gabriela Alfonsin, MPA
Lease Manager
Department of Real Estate and Asset Management (DREAM)
14 NE 1st Avenue, 2"d Floor, Miami, FL 33132
Tel: 305-416-1461
From: Olivera, Rosemary <ROlivera@miamigov.com>
Sent: Tuesday, August 18, 2026 7:47 AM
To: Alfonsin, Gabriela <GAlfonsin@miamigov.com>; Hannon, Todd <thannon@miamigov.com>; Ewan, Nicole
<newan@miamigov.com>
Subject: RE: Miami Dade College Agreement with Tower Theater
Importance: High
Good morning,
Please resend as one complete document in the correct order.
From: Alfonsin, Gabriela <GAlfonsin@miamigov.com>
Sent: Monday, August 17, 2026 2:25 PM
To: Hannon, Todd <thannon@miamigov.com>; Olivera, Rosemary <ROlivera@miamigov.com>; Ewan, Nicole
<newan@miamigov.com>
Subject: Miami Dade College Agreement with Tower Theater
Good afternoon,
Attached please find a copy of the fully executed lease agreement for the Tower Theater for your records.
Thank you,
Gabriela Alfonsin, MPA
Lease Manager
Department of Real Estate and Asset Management (DREAM)
14 NE 1st Avenue, 2' Floor, Miami, FL 33132
Tel: 305-416-1461
1