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2011-27648 Reso RESOLUTION NO. 2011 -27648 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY AND BROWARD STAGE DOOR THEATER COMPANY, INC. FOR THE OPERATION AND MANAGEMENT OF A PORTION OF THE BYRON CARLYLE THEATER, PURSUANT TO REQUEST FOR PROPOSALS NO. 24- 09/10; SAID AGREEMENT HAVING AN INITIAL TERM OF FIVE (5) YEARS, COMMENCING ON MAY 1, 2011, AND ENDING ON APRIL 31, 2016, WITH AN OPTION TO EXTEND THE AGREEMENT FOR UP TO FIVE (5) ADDITIONAL YEARS (IN EITHER ONE YEAR OR MULTI -YEAR INCREMENTS, AS DETERMINED BY THE CITY), AT THE CITY'S SOLE DISCRETION. WHEREAS, the City purchased the Byron Carlyle Theater in 2001 and renovated the facility into a performance theater; and WHEREAS, the City's intent was for the Byron Carlyle to serve as a catalyst to the redevelopment of the 71 Street corridor in North Beach; and WHEREAS, since reopening the Byron Carlyle in 2003, the City has subsidized the operating deficit of the facility; and WHEREAS, bookings at the Byron Carlyle have historically not been strong enough to activate the space and neighborhood regularly; and WHEREAS, the Neighborhoods and Community Affairs Committee, at its meeting on January 19, 2010, unanimously recommended that the Administration issue a Request for Proposals for the management of the Byron Carlyle; and WHEREAS, on February 3, 2010, the Mayor and City Commission approved the issuance of Request for Proposals (RFP) No. 24 -09/10 for the Management and /or Development of the Byron Carlyle Theater (the RFP); and WHEREAS, on October 27, 2010, the City Commission adopted Resolution No. 2010- 27538, authorizing the Administration to negotiate with Broward Stage Door Theater Company, Inc., as the top ranked proposer pursuant to the RFP; and WHEREAS, the City Manager recommends that the Mayor and City Commission approve the attached Management Agreement between the City and Broward Stage Door Theater Company, Inc. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve the Agreement between the City and Broward Stage Door Theater Company, Inc. for the operation and management of a portion of the Byron Carlyle Theater, pursuant to Request for Proposals No. 24- 09/10, and authorize the Mayor and City Clerk to execute said Agreement, having an initial term of five (5) years, commencing on May 1, 2011, and ending on April 31, 2016, with an option to extend the Agreement for up to five (5) additional years (in either one year or multi -year increments, as determined by the City), at the City's sole discretion. PASSED AND ADOPTED this f3 /h day of /1pril , 2011. ATTEST: n AY • R: c rt ab rttivauk CITY CLERK JMG /HF /MS T:\AGENDA\2011 \4 -13 -11 \Stage Door Agreement for Byron - Reso.doc APPROVED AS TO FORM & LANGUAGE di FOR EXECUTION 4.-- 2, - «r.__ Date COMMISSION ITEM SUMMARY Condensed Title: A Resolution Of The Mayor And City Commission of The City Of Miami Beach, Florida, Approving and Authorizing The Mayor and City Clerk To Execute an Agreement Between The City and Broward Stage Door Theater Company, Inc. For The Operation and Management f o a onion le Theater, of The Byron Carl portion Y Y Pursuant to Request For Proposals No. 24- 09/10; Said Agreement Having an Initial term of Five (5) Years, Commencing on May 1, 2011, And Ending on April 31, 2016, with an Option To Extend the Agreement for up to Five (5) additional years (in either One Year or Multi -Year Increments, as determined by the City), at the City's sole discretion. Key Intended Outcome Supported: Maximize Miami Beach as a Brand Destination and Diversify Business Base in Miami Beach Supporting Data (Surveys, Environmental Scan, etc.): The 2009 Community Satisfaction Survey indicated that respondents attended performances at the Byron Carlyle Theater less than 1 time (0.64) per year on average. Issue: Shall the Mayor and the City Commission authorize the Mayor and City Clerk to enter into a Management Agreement with the Broward Stage Door Theater Co, Inc for the Byron Carlyle Theater? Item Summary /Recommendation: On February 3, 2010, the Mayor and City Commission approved the issuance of Request for proposals (RFP) No. 24- 09/10, for Management and /or Development of the Byron Carlyle Theater Complex. The RFP was issued on February 18, 2010, with an opening date of April 19, 2010. A pre - proposal conference to provide information to the proposers submitting a response was held on March 8, 2010. Additionally, four (4) site visits were offered to potential proposers on March 8, 2010, March 23, 2010, March 30, 2010, and April 8, 2010. This item was presented to the Finance and Citywide Projects Committee at their regular meeting July 29, 2010. The Administration expressed concern with entering into a long -term agreement (initial term of five (5) years, with an option to renew for an additional five (5) year term) essentially rent free. The Committee discussed the item and unanimously recommended awarding the management agreement to Broward Stage Door Theatre Company with benchmarks included. On October 27, 2010, the City Commission adopted Resolution No. 2010 -27538 authorizing the Administration to negotiate with Stage Door Theater. The parties have reached agreement and a copy of the Management Agreement is attached for your review. ACCEPT THE CITY MANAGER'S RECOMENDATION. Advisory Board Recommendation: The Finance and Citywide Projects Committee discussed the item at their July 29, 2010 meeting and unanimously recommended awarding the management agreement to Broward Stage Door Theatre Company with benchmarks included. Financial Information: Source of Amount Account Approved Funds: 1 OBPI Total Financial Impact Summary: Each fiscal year of the Theater's operation has yielded operating deficits for the Byron Carlyle, with the largest being $195,000 in 2006. It is projected that the Theater will have an operating loss of almost $41,886 in the current fiscal year. The Administration's intent is to eliminate the City's financial obligation while also activating the theater with the privatization of the Byron Carlyle. City Clerk's Office Legislative Tracking: Max Sklar, TCD Director, Ext. 6116 Sign -Offs / , A 1 f0171 ', Director E.TemAiggrals City M ager MAS 11111'' �- 1 JMG ' (A./ T: r I 4 ;" D A ••011\4-13-1 1 \Stage Door Agree -nt SUMM.docx r c AGENDA ITEM r /[ MIAMI BEACHDATE 7 ' /3 ! 0- MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Matti Herrera Bower and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager r\ c/k/ DATE: April 13, 2011 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY AND BROWARD STAGE DOOR THEATER COMPANY, INC. FOR THE OPERATION AND MANAGEMENT OF A PORTION OF THE BYRON CARLYLE THEATER, PURSUANT TO REQUEST FOR PROPOSALS NO. 24- 09/10; SAID AGREEMENT HAVING AN INITIAL TERM OF FIVE (5) YEARS, COMMENCING ON MAY 1, 2011, AND ENDING ON APRIL 31, 2016, WITH AN OPTION TO EXTEND THE AGREEMENT FOR UP TO FIVE (5) ADDITIONAL YEARS (IN EITHER ONE YEAR OR MULTI -YEAR INCREMENTS, AS DETERMINED BY THE CITY), AT THE CITY'S SOLE DISCRETION. ADMINISTRATION RECOMMENDATION Adopt the Resolution. FUNDING Each fiscal year of the Theater's operation has yielded operating deficits for the Byron Carlyle, with the largest being $195,000 in 2006. It is projected that the Theater will have an operating Toss of almost $42,000 in the current fiscal year. The Administration's intent is to eliminate the City's financial obligation while also activating the theater with the privatization of the Byron Carlyle. KEY INTENDED OUTCOME SUPPORTED Maximize Miami Beach as a Brand Destination and Diversify Business Base in Miami Beach. ANALYSIS The Byron Carlyle Theater Complex (the "Theater "), located at 500 71 Street, between Byron Avenue and Carlyle Avenue, originally opened in December 1968 as twin cinemas hosting first -run movies in the heart of North Beach. A total of 994 seats were originally built, with the large auditorium having a capacity of 590 seats. In the mid- 1970s, the Theater was re- developed into a multiplex cinema; the larger auditorium to the west was subdivided into five (5) smaller theaters. Following the opening of the Regal Cinemas on Lincoln Road, the theater was closed by its owner, Wometco Enterprises, and the City of Miami Beach purchased it in 2001, for $1.7 million. Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 2 The North Beach Town Center Plan, adopted in July, 2007, identifies a wide range of strategies to attract new development. The most important of the strategies identified includes the assemblage of one or two sites large enough to provide the critical mass of activity necessary to serve as anchors to support smaller site development in the district; to program the Byron Carlyle Theater and the North Beach Bandshell as cultural anchors to bookend both sides of the district; and to provide convenient public parking to lower the cost of development. The Byron Carlyle Theater property was identified as an important piece of the Town Center redevelopment strategy because of the location, size, public ownership and potential to provide a cultural anchor. Undoubtedly, cultural facilities are proven magnets for economic revitalization, both for the business community and for residential development by making the community more attractive. Indeed, the purchase and renovation of the theater was intended for economic development purposes, as well as to assist the local talent by providing a venue for rehearsal, performances, office space, and to ensure that, once established, the arts would be able to remain in a rejuvenated North Beach. However, for the Byron Carlyle Theater to succeed in this role, a few of the other supporting elements of the plan should be underway. BACKGROUND Issuance of RFP /2008: In May of 2008, the City Commission directed the Administration to research and propose alternatives for the privatization of the Byron Carlyle Theater. Subsequently, at the July 9, 2008 Finance and Citywide Projects Committee meeting, the Committee recommended the issuance of a Request for Proposals (RFP) and directed staff to place this item on the July 16, 2008 City Commission agenda. RFP No. 39 -07/08 was issued on July 22, 2008 and two proposals were received. The evaluation committee unanimously recommended to reject both proposals and to request the re- issuance of a new RFP for the Management and /or Development of the Byron Carlyle Theater Complex. The Finance and Citywide Projects Committee considered this matter at its meeting on March 10, 2009, and also recommended that the City reject both proposals and issue a new RFP. It was recommended that the new RFP should encourage potentially different uses for the facility, and should request superior evidence of financial capacity of the proposers and demonstrated capacity to sustain the proposed programming. Neighborhoods and Community Affairs Committee /2009: This subject was discussed again at the October 2009 Neighborhoods and Community Affairs Committee meeting following a discussion at the September 9, 2009 City Commission meeting regarding the potential marketing of the property by a broker for either rental or sale. At the time, the City had just received an "Opinion of Value" for the property. Much of the subsequent Committee discussion centered on reactivating a movie theater operation at the Byron Carlyle with potentially some food, beverage and alcohol component, rather than selling the facility. Also discussed was the possibility of removing Global Spectrum from managing the facility to make it less expensive for users to rent, as well as whether or not the City should assume responsibility for directly programming the facility, instead of operating it as a rental facility. The Administration advised the Committee that eliminating Global Spectrum and /or having the City program the facility would require additional staff, which carries a cost that is not currently funded. The Committee directed staff to return to the Neighborhoods /Community Affairs Committee with its suggestions for the programming and management of the Byron Carlyle Theater, such as having an organization selected to be responsible for also making the facility available for Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 3 other programming. It was understood by staff that the expectation was that the organization selected would assume all costs, providing a savings to the City. At the January 19, 2010, Neighborhoods and Community Affairs Committee, the Administration reviewed the history of this item and also explained that a number of organizations toured the facility. Some of the organizations were referred by members of the City Commission, while others were initiated through the Tourism and Cultural Development Department. Committee members present also clarified to the Administration that they would also consider subsidizing costs at the Byron if a resident company were able to activate the space regularly. The Committee unanimously recommended that the Administration immediately issue an RFP for management and /or development of the Byron Carlyle Theater. Additionally, the Committee unanimously recommended the Administration simultaneously work with the City's broker in order to determine if there is a commercial client interested in leasing or purchasing the facility. All options would be presented to the City Commission for consideration. SCOPE OF SERVICES Based on the direction provided at the Neighborhoods and Community Affairs Committee, the City issued RFP No. 24- 09/10. Summary: The City was interested in proposals for use of the existing theater portion of the building as a theater or with some similar cultural use. Proposers were encouraged to submit proposals that would address the needs of the community and provide both daytime and nighttime uses if possible. The City would also consider proposals that incorporate the closed, western portion of the building, or for only the western portion of the building, for a use compatible to the theater use. The City was open to proposals that considered the use of the current theater facility on the eastern portion of the complex only, the unrenovated western portion of the facility only, or for the overall complex. Proposers had the ability to submit proposals for the use or development of the entire complex or only for one of the two portions of the complex. Collaborations among theater, film, dance, and other performing and /or presenting cultural organizations are encouraged. The proposer would be responsible for any and all renovation or alteration to the portions of the facility requested via this RFP, including funding for any renovation or alteration; maintenance and equipment; marketing; coordination of utilization; and any and all other responsibilities as may be required for the proposed use. It was anticipated that the successful proposer would negotiate with the City for a long -term contract with an initial term of five (5) years, with an option to renew for an additional five (5) year term, at the City's sole discretion. RFP PROCESS On February 3, 2010, the Mayor and City Commission approved the issuance of Request for proposals (RFP) No. 24- 09/10, for Management and /or Development of the Byron Carlyle Theater Complex. RFP No. 24 -09/10 was issued on February 18, 2010, with an opening date of April 19, 2010. A pre - proposal conference to provide information to the proposers submitting a response was held on March 8, 2010. Additionally, four (4) site visits were offered to potential proposers on March 8, 2010, March 23, 2010, March 30, 2010, and April 8, 2010. Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 4 Based on presentations made and the proposals submitted, the Evaluation Committee unanimously recommended the Administration to initiate discussions with the two (2) top ranked proposers: Broward Stage Door Theatre Co, Inc and New Theatre. FINANCE AND CITYWIDE PROJECTS COMMITTEE RECOMMENDATION This item was presented to the Finance and Citywide Projects Committee at their regular meeting July 29, 2010. The Administration expressed concern with entering into a Tong -term agreement (initial term of five (5) years, with an option to renew for an additional five (5) year term) essentially rent free. The Scope of Services for this RFP sought proposals with cultural themed uses for the facility. The Committee discussed the item and unanimously recommended awarding the management agreement to Broward Stage Door Theatre Company with benchmarks included. Broward Stage Door Theatre Co, Inc. Broward Stage Door Theatre Co, Inc ( "Stage Door Theatre ") is a non - profit 501(c)3 that was formed in 1993. The Stage Door Theatre proposes to operate a professional theatre company in the eastern portion of the Byron Carlyle Theater. The Stage Door Theatre proposes a high quality state -of- the -art performing arts facility that will operate with the needs of the residents, city businesses, tourism, and the general public in mind. The performance schedule includes both matinees and evenings, keeping the facility operating both weekdays and weekend. Programming at the theatre would include both musicals and plays, with an awareness of family values and appropriate content for a municipal venue. The Stage Door Theatre is best known for productions of large scale musicals, but has also received critical acclaim for dramas as well. Stage Door Theatre has managed its current location in Coral Springs for seventeen (17) years. It successfully operated a second location in Wilton Manors for seven (7) years. The Stage Door has a proven record of marketing prowess and has shown its ability to develop and maintain a new and loyal audience base. The organization is familiar with the need to generate revenue and create financial stability. Even though the Stage Door Theatre is a 501(c)3 nonprofit corporation, it does not rely on grants and it is fully funded by its revenues. As a team, Derelle Wilson Bunn and David R. Torres, have produced over 200 shows. They have also produced on the national tour level, and Off - Broadway. The Stage Door Theatre's goal is to establish the Byron Carlyle as a facility that contributes to the vibrancy and beauty of the area, while becoming a destination which will further the economic growth and development of the surrounding community. MANAGEMENT AGREEMENT On October 27, 2010, the City Commission adopted Resolution No. 2010 -27538 authorizing the Administration to negotiate with Stage Door Theater. The parties have reached agreement on the following terms, which are included in the attached contract: Initial Term: An initial term of five (5) years, commencing on May 1, 2011 (Commencement Date), and ending on the April 30, 2016 (Expiration Date). Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 5 Renewal Term: The City has the option of renewing the Agreement, at its sole discretion, and provided that State Door is in good standing, free of default, and has met its annual benchmarks, for up to five (5) years. The option to renew may be exercised in five (5) one (1) year terms, or in multi -year terms (as the City determines), by providing at least 365 days notice to Stage Door. In the event Stage Door decides not to renew the Agreement, it shall also provide the City with at least 365 days notice prior to the expiration of the initial term. Scope of Services: Stage Door agrees to operate, manage, maintain, promote and market the Facility in a manner consistent with other similar first class facilities. Subject to the terms of the Agreement, Stage Door shall be, as agent for the City, the sole and exclusive manager of the City to operate, manage, maintain, promote and market the Facility during the Term. Stage Door shall use the Facility solely and exclusively as the headquarters for its not - for - profit live theatrical production company. The Facility shall be used only as a live theatrical entertainment venue and public auditorium, or any combination thereof, and for such ancillary uses as are customarily related to such primary use, including, without limitation, broadcasting, recording, filming, private parties or functions, food and beverage concessions, in each case in conjunction with an Event or rental function then being held; and sale of merchandise related to any Event then being held. Stage Door agrees to honor all Events or rentals which have been booked prior to the date of approval of this Agreement. City shall remit to Stage Door all rental revenues (if any) from the agreements that have already been booked prior to the Approval Date. The Facility does not include dedicated parking for the building. Patrons of Events may park in public parking lots and garages if and to the extent available, upon paying the applicable parking charges. No other uses shall be permitted without the prior written approval of the City Manager, which approval may be granted or withheld in his /her sole discretion. Stage Door shall operate the Facility on a year round basis, subject to closures for reasonable periods for rehearsal, set design, repairs, maintenance and alterations. All Events and all rentals shall conclude prior to 1:00 a.m. unless otherwise approved by the City Manager Stage Door agrees to maintain the Facility (including, without limitation, all structural components thereof and all electrical, Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 6 HVAC, life safety, mechanical, plumbing and other systems and equipment) in a good and clean condition consistent with other similar first class facilities and in compliance with all Governmental Requirements, ordinary wear and tear, and casualty Toss excepted. Maintenance responsibility shall include, without limitation, preventative and any and all other maintenance and as required in Exhibit "F" of the Agreement. Stage Door shall not make any additions, improvements, or alterations to the Facility without the City Manager's prior written consent. The costs of all Alterations made by Stage Door shall be borne solely by Stage Door from its own funds and shall not constitute Operating Expenses. It is understood by the parties that Stage Door shall not be responsible, nor required to pay for, any other costs related to major capital improvements or infrastructure (i.e. including, but not limited to, plumbing and sewer lines, major electrical, structural, HVAC, roof, etc.) with regard to the Facility. Required Number of Events: In order to ensure the continuous operation of the Facility, Stage Door is required to have at least 200 Events, (75 Events for the first Contract Year of the Term, at the Facility for each Contract Year (and proportionately for any partial Contract Year) during the Term. The aforesaid 200 Events shall be calculated by counting each separate Event in a Run. Public Benefits Program: Resident Ticket Program: Stage Door agrees to provide a discount ticket program available only to City of Miami Beach residents (meaning individuals who permanently reside in the City of Miami Beach), by which a ten percent (10 %) discount off of the full face value pricing shall be made available to such City of Miami Beach residents in advance of ticket sales to the general public. Stage Door shall operate a ticket program available to children under the age of twelve (12) years old by which tickets will be sold for sixteen dollars ($16). Summer Camp Program: If it is financially feasible, Stage Door shall, in its sole and reasonable discretion, develop, market, and operate a summer camp program for children in musical theater, stage production, and /or theatrical stage set design. Programs may include writing, directing and acting, and performing in a musical production. Summer camp programs may be offered in 4 and 8 week sessions to children of all ages. Young Ambassador Program: Stage Door shall create and promote a free Young Ambassador Program for Miami Beach students with an interest in the performing arts in order to create a first person perspective of Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 7 their experiences in theater and the arts. Selected students will contribute to establishing a vital informational Zink to their peers regarding the arts both locally and nationally. In addition, the ambassadors will attend performances presented by Stage Door, free of charge, in order to expand their interest in the arts, and be asked to provide reviews for postings on social media sites such as Facebook, Twitter, etc. Ambassadors will receive community service hours for their participation in the Program. Senior /Student Tickets: Stage Door shall participate in Golden Ticket and Culture Shock programs offered by Miami -Dade County. City Event: Stage Door shall participate in "Sleepless Night" and offer a FREE performance(s) during the event. If at any time during the Term of this Agreement, the City, in its sole discretion, determines not to produce and /or sponsor "Sleepless Night," then Stage Door's obligation in this subsection shall apply to any such successor event, as the City may determine, in its sole discretion. Complimentary Tickets: City shall be entitled to receive fourteen (14) complimentary tickets for each Run at the Facility that is open to the general public, including those presented or promoted by Stage Door and including third party rentals subject to the provisions of this Agreement. City may not engage in the sale or re -sale of the complimentary tickets. Under no circumstances shall City be entitled to "roll over" or "carry forward" any unused or un- retrieved complimentary tickets Base Use Fee: For the Term of the Agreement, Stage Door shall pay City a nominal annual Use Fee for the right to use the Facility, in the amount of One Dollar ($1.00), which shall be payable in advance without demand, commencing on the Commencement Date and thereafter on the first day of each Agreement Year. Operating Expenses: Stage Door shall pay all costs and expenses related to Operating Expenses. Capital Fund: To help defray the cost of certain major capital repairs and replacements to the Facility, Stage Door shall make annual contributions to a Capital Fund to be held and disbursed by City. The annual contribution shall be $5,000 Dollars, paid in equal monthly $5,000 installments. Valet Parking: City reserves to itself and its contractors and designees (i) all rights to provide valet parking to the Facility, and (ii) all proceeds from the valet parking operations. Stage Door may pre - purchase parking controlled by the City or pre - purchase valet parking. The Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 8 City Manager shall have the authority to negotiate and enter into such agreements with respect thereto, as the City Manager deems acceptable. If the City exercises its right to provide valet parking to the Facility, then Stage Door shall have no right to provide valet parking or to contract with other parties for valet parking with respect to the Facility. However, if the City chooses not to offer valet parking services at the Facility, then Stage Door shall have first right of refusal to provide valet parking or to contract with a third party for valet parking at the Facility, at Stage Door's expense. Exterior Signage: City reserves the name -in -title rights (i.e., the right to name the Facility) and all revenue derived therefrom. Notwithstanding the preceding sentence, Stage Door shall be permitted to change the name of the Facility to "Miami Beach Stage Door Theater" if and only if the City Commission approves and adopts an ordinance amending Chapter 82, Article VI, Sections 82 -501 through 82 -505, as same may be amended from time to time (hereinafter, the "City's Naming Ordinance "), exempting the Facility from the requirements of the City's Naming Ordinance. Notwithstanding the preceding paragraph, the City Commission's consent and approval shall be required if Stage Door seeks to change the name of the Facility to anything other than "Miami Beach Stage Door Theater," and any such name change must be approved by a 5/7 vote of the City Commission. Stage Door agrees that if the name -in -title is changed to "Miami Beach Stage Door Theater," Stage Door shall bear all costs (as part of Operating Expenses) to obtain and install new signage and to remove the existing signage. Further, if the name -in -title is approved, as stated herein, Stage Door agrees to utilize the full name of the Facility in its publications, advertising, promotions, websites, announcements, and other similar and related materials referring solely to the Facility, unless the use of the full name -in -title is otherwise unfeasible due to size or space limitations on such publications, advertising, promotions, websites, announcements, and other similar and related materials, or outside of its direct control. All exterior signage shall be subject to the City Manager's prior written approval as to size, location, materials and aesthetics. Stage Door shall have no right to install any other signage on the exterior of the Facility, except that Stage Door may use the existing marquis sign to advertise upcoming Events. Interior Signage: Stage Door shall be entitled to all permanent (meaning for a specific area such as a VIP lounge together with a duration in excess of twelve (12) months) interior signage (and all proceeds derived therefrom shall be Operating Revenues); provided, however, that the names affixed thereon (including, without Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 9 limitation, any sponsorship names) are subject to the City Manager's prior written approval, which shall not unreasonably be withheld, conditioned or delayed. In no event may any such signage include the names of any company selling the following types of products ( "Prohibited Names "): guns, tobacco or sexual products. Nothing contained herein shall preclude Stage Door from allowing sponsors from using temporary banners and temporary signage within the Facility with respect to any Event, so long as the banners and signage do not include any Prohibited Names. Stage Door shall be entitled to all interior signage (and all proceeds derived therefrom shall be Operating Revenues). Annual Plan: Commencing upon May 1, 2012, Stage Door shall provide to the City on or before June 1 of each year thereafter, an annual management plan, which shall include the annual operating budget for the then current Fiscal Year. The annual plan shall include information regarding Stage Door's anticipated operations for such Fiscal Year, including planned operating and maintenance activities, anticipated capital improvements and capital equipment purchases and an anticipated budget therefore, anticipated Events at the Facility (to the extent known at such time), and planned equipment and furnishings purchases. Accompanying the Stage Door's proposed annual budget shall be the Facility Programmatic Plan for the next fiscal year, detailing the then -known activities planned, and the number of residents and visitors anticipated to be impacted. Accompanying Stage Door's proposed annual budget shall be a detailed list of then -known major capital repairs anticipated for the Facility. Use by City: The City shall have the right to use the Facility, or any part thereof, subject to availability, for the benefit of the community for such purposes including, but not limited to, meetings, City - sponsored special events, Sleepless Night (or a successor event), receptions, and other purposes, as deemed necessary by the City Manager, in his /her sole and absolute discretion, without the payment of any rental or use fee, except the direct out -of- pocket expenses incurred in connection with such uses shall be paid by the City. City uses of the Facility shall not be competitive with, nor conflict with, Events booked or sponsored by Stage Door, and shall be booked in advance upon reasonable notice. Additionally, upon execution of this Agreement, Stage Door acknowledges and herein agrees to honor all pre- existing scheduled events. Stage Door Theater Management Agreement for the Byron Carlyle Theater Complex Commission Memorandum April 13, 2011 Page 10 Stage Door Employees: Stage Door shall assign to the Facility a competent full -time staff member experienced in the operations of similar facilities, who will be located full time on -site during the Term. The full -time staff member will be supervised by a general manager who is experienced in operating and managing similar facilities. Prior to Stage Door's appointment of the staff member, Stage Door shall consult with the City Manager with respect to the qualifications of the staff member proposed by Stage Door. The staff member shall be accessible to the City Manager at all reasonable times to discuss the management, operation, and maintenance of the Facility. Advisory Board: Within thirty (30) days after the Effective Date, Stage Door shall establish an Advisory Oversight Board dedicated to providing oversight to the operation of the Facility. The City Manager and /or his /her authorized designee shall be a member on the Advisory Oversight Board. ADMINISTRATION RECOMMENDATION The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida adopt the Resolution and approve the attached Management Agreement between the City and Stage Door Theater for the Byron Carlyle Theater. T:\AGENDA\2011 \4 -13 -11 \Stage Door Agreement for Byron - Memo.doc