2012-27885 Reso RESOLUTION NO. 2012-27885
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE
RECOMMENDATION OF THE NEIGHBORHOODS AND COMMUNITY
AFFAIRS COMMITTEE AND APPROVING A LETTER OF
AGREEMENT BETWEEN BROWARD STAGE DOOR THEATER
COMPANY, INC., THE CITY'S OPERATOR FOR THE BYRON
CARLYLE THEATER (FACILITY) PURSUANT TO THAT CERTAIN
MANAGEMENT AGREEMENT, DATED APRIL 13, 2011 (STAGE
DOOR), AND MIAMI STAGE COMPANY/MIAMI CHILDREN'S
THEATER, INC. (MCT), TO ALLOW MCT TO USE A PORTION OF THE
FACILITY FOR MORE THAN SIXTY (60) DAYS; AND FURTHER
ALLOWING MCT TO HOLD PRIVATE AND GROUP LESSONS IN
THEATER, ACTING, SINGING, DANCE AND RELATED ACTIVITIES,
AND A SUMMER CAMP.
WHEREAS, on April 13, 2011, the Mayor and City Commission adopted Resolution No.
2011-27648, approving a Management Agreement between the City and Stage Door Theater
(Stage Door) for the Byron Carlyle Theater (the Facility) with an initial term of five (5) years,
commencing on May 1, 2011, and ending on the April 30, 2016 (the Agreement); and
WHEREAS, under the Agreement, the Facility must only be used as a live theatrical
entertainment venue and public auditorium, and must operate on a year-round basis and, 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); and
WHEREAS, Section 5.3.15 of the Agreement allows Stage Door to license or allow the
use of the facility by short-term users of less than sixty (60) consecutive days, provided such
users provide certificates of insurance and executed indemnification agreements; and
WHEREAS, on February 17, 2012, Stage Door informed the City that it had come to
terms with Miami Children's Theatre (MCT) to use the Byron Carlyle Theater concurrently with
Stage Door, from March 1 through August 10, 2012, for public performances, theater classes
and a summer camp for children; and
WHEREAS, the agreement between Stage Door and MCT, a draft of which is attached
as Exhibit "A" hereto, has a term of more than sixty (60) consecutive days and also includes
uses (i.e. classes and summer camp programs) that don't fall within the definition of the
Permitted Uses set forth in the Agreement; and
WHEREAS, Section 4.2.1 of the Agreement requires prior written approval of the City to
allow the use for more than sixty (60) days, and for all other uses not included within the
definition of Permitted Uses; and
WHEREAS, the Neighborhoods and Community Affairs Committee met on March 27,
2012, reviewed the information, and recommended approval of the proposed agreement
between Stage Door and MCT.
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 accept the recommendation of the Neighborhoods and Community Affairs
Committee and approve a Letter of Agreement between Broward Stage Door Theater
Company, Inc., the City's operator for the Byron Carlyle Theater pursuant to that certain
Management Agreement, dated April 13, 2011 (Stage Door), and Miami Stage Company/Miami
Children's Theater, Inc. (MCT), allowing MCT to use a portion of the Facility for more than sixty
(60) days; and further allowing MCT to hold private and group lessons in theater, acting,
singing, dance and related activities, and a Summer camp.
PASSED AND ADOPTED this 1 1s day of April, 2012.
A st: MAYOR
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CITY CLERK
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APPROVED AS TO
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COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution accept the recommendation of the Neighborhoods and Community Affairs Committee authorizing
the approving a Letter of Agreement between Broward Stage Door Theater Company, Inc.,the City's operator
for the Byron Carlyle Theater pursuant to that certain Management Agreement, dated April 13, 2011 (Stage
Door),and Miami Stage Company/Miami Children's Theater, Inc. (MCT),and allowing MCT to use a portion of
the Facility for more than sixty(60)days;and further allowing MCT to hold private and group lessons in theater,
acting, singing, dance and related activities, and a summer camp.
Key Intended Outcome Supported:
Increase community ratings of cultural activities.
Supporting Data(Surveys,Environmental Scan,etc.):The 2009 Community Satisfaction Survey reported
more than one-fifth of all resident respondents feel there are "too few"family friendly activities (24.6%) and
cultural activities (24.1%). Additionally, on average, residents attended 10.61 cultural activities per year and
7.19 family friendly activities per year.
Issue:
Shall the City Commission approve an agreement between Stage Door Theater and Miami Children's Theater
for use of the Byron Carlyle Theater as recommended by the Neighborhoods and Community Affairs
Committee?
Item Summa /Recommendation:
On April 13, 2011, the Mayor and City Commission adopted Resolution No. 2011-27648, approving a
Management Agreement between the City and Stage Door Theater for the Byron Carlyle Theater with an
initial term of five(5)years, commencing on May 1,2011 (Commencement Date),and ending on the April
30, 2016 (Expiration Date). The facility must only be used as a live theatrical entertainment venue and
public auditorium,and must operate on a year-round basis and 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). Paragraph 5.3.15 of the agreement allows Stage Door to license or allow the use of the facility
by short-term users of less than sixty consecutive days, provided such users provide certificates of
insurance and executed indemnification agreements.
On February 17, 2012, Stage Door informed the City that it had come to terms with Miami Children's
Theatre to use the Byron Carlyle Theater concurrently with Stage Door,from March 1 through August 10,
2012 for public performances,theater classes and a summer camp for children. The Agreement between
Stage Door and MCT has a term of more than sixty(60)consecutive days and also includes Uses(classes
and summer camp programs) that don't fall within the definition of Permitted Uses set forth in the
Management Agreement. Section 4.2.1 of the Management Agreement requires prior written approval of
the City to allow the use for more than sixty (60) days and for all other uses not included within the
definition of Permitted Uses.
Advisory Board Recommendation:
The Neighborhoods and Community Affairs Committee met on March 27,2012, reviewed the information
and recommended approval of the agreement between Stage Door and MCT.
Financial Information:
Source of Amount Account Approved
Funds: 1
OBPI Total
Financial Impact Summary: N/A
City Clerk's Office Legislative Tracking:
Max Sklar, Ext. 6116
Sign-Offs:
Department Director _ Assistant City Manager City Manager
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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
DATE: April 11, 2012 Irc
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
NEIGHBORHOODS AND COMMUNITY AFFAIRS COMMITTEE AND APPROVING
A LETTER OF AGREEMENT BETWEEN BROWARD STAGE DOOR THEATER
COMPANY, INC., THE CITY'S OPERATOR FOR THE BYRON CARLYLE
THEATER (FACILITY) PURSUANT TO THAT CERTAIN MANAGEMENT
AGREEMENT, DATED APRIL 13, 2011 (STAGE DOOR), AND MIAMI STAGE
COMPANY/MIAMI CHILDREN'S THEATER, INC. (MCT), TO ALLOW MCT TO
USE A PORTION OF THE FACILITY FOR MORE THAN SIXTY (60) DAYS; AND
FURTHER ALLOWING MCT TO HOLD PRIVATE AND GROUP LESSONS IN
THEATER, ACTING, SINGING, DANCE AND RELATED ACTIVITIES, AND A
SUMMER CAMP.
ADMINISTRATION RECOMMENDATION
As directed by the Finance and Citywide Projects Committee, the Administration recommends
approval of the attached Resolution.
BACKGROUND
On April 13, 2011, the Mayor and City Commission adopted Resolution No. 2011-27648,
approving a Management Agreement between the City and Stage Door Theater for the Byron
Carlyle Theater. The agreement has an initial term of five (5) years, commencing on May 1, 2011
(Commencement Date), and ending on the April 30, 2016 (Expiration Date). 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.
The facility must only be used as a live theatrical entertainment venue and public auditorium, and
must operate on a year-round basis. Ancillary uses that customarily relate to such primary use
are also permitted, 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 also is responsible for maintaining the facility on a day-to-day basis, but is not required to
pay for any costs related to major capital improvements or infrastructure with regard to the
Facility.
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
City Commission Memorandum
Stage Door Theater and Miami Children's Theater Agreement
April 11, 2012 Page 2
Year (and proportionately for any partial Contract Year) during the Term. Stage Door also
provides a discount ticket program available only to City of Miami Beach resident who receive a
ten percent (10%) discount off of the full face value.
Children under the age of twelve (12) years old are able to purchase tickets for sixteen dollars
($16). Stage Door also has the ability to operate a Summer Camp Program if it is financially
feasible to do so, and must also have a 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
their experiences in theater and the arts.
For the Term of the Agreement, Stage Door shall pay the City a nominal annual Use Fee for the
right to use the Facility, in the amount of One Dollar ($1.00) annually. 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, paid in equal monthly installments.
Paragraph 5.3.15 of the agreement allows Stage Door to license or allow the use of the facility by
short-term users of less than sixty consecutive days, provided such users provide certificates of
insurance and executed indemnification agreements.
STAGE DOOR REQUEST
On February 17, 2012, Stage Door informed the City that it had come to terms with Miami
Children's Theatre to use the Byron Carlyle Theater concurrently with Stage Door, from March 1
through August 10, 2012 for public performances, theater classes and a summer camp for
children. Specifically, they will provide: two performances each of the concert version of "Les
Miserables," "Putnam County Spelling Bee," and a third show TBA; individual and group lessons
in theater, acting, singing, dance and related activities; and a theater summer camp for youth.
During the same period, Stage Door will present productions of "Last of the Red Hot Lovers," "6
Dance Lessons in Six Weeks," and "Deathtrap."
Terms of Stage Door's proposed agreement with Miami Children's Theatre (MCT) are as follows:
Term: The initial term begins March 1, 2012 and shall terminate one (1) week after the last day
of summer camp (so that the last day of the Initial Term shall be August 10, 2012). During the
Initial Term, MCT and Stage Door may negotiate the terms of a longer term agreement, and if
they do so, such longer term agreement shall then replace this Agreement. If, however, MCT and
Stage Door fail to negotiate the terms of a longer term agreement, then this Agreement shall
terminate on August 10, 2012, upon the expiration of the Initial Term.
City Consent: Stage Door has disclosed to MCT that not all of the MCT Uses (classes and
summer camp programs) fall within the definition of Permitted Uses set forth in the Management
Agreement, and per Section 4.2.1 of the Management Agreement, all other uses require the prior
written approval of the City. In addition, Section 5.3.15 provides that Stage Door shall not license
or allow the use of any portion of the Facility to other than short term users (i.e., less than sixty
(60) consecutive days).
Compensation to Stage Door for use of the Facility: In consideration for the license and
grant to use the Facility, MCT is to make the following rent payments to Stage Door:
(1) MCT shall make monthly payments to Stage Door in the amount of $2,000 per month on
each of March 1, 2012, April 1, 2012 and May 1, 2012;
City Commission Memorandum
Stage Door Theater and Miami Children's Theater Agreement
April 11, 2012 Page 3
(2) MCT shall make monthly payments to Stage Door in the amount of $3,000 per month on
each of June 1, 2012 and July 1, 2012; and
(3) MCT shall make a payment to Stage Door in the amount of $1,000 on August 1, 2012 to
cover the period from August 1, 2012 through August 10, 2012.
Maintenance:Stage Door shall maintain and repair the Facility and all improvements, facilities,
and utilities in good condition and repair, so that they are available for use by MCT and Stage
Door shall be responsible for all maintenance expenses including water and electricity. Within
five (5) days after the date of this Agreement, Stage Door shall deliver to MCT written evidence
that all past due Florida Power and Light and water charges have been paid and that all such
accounts are current.
Joint Use; Scheduling: The intent of the parties is that from March 1, 2012 until the first day of
summer camp, MCT and Stage Door will use the Facility jointly, and coordinate in good faith to
accommodate each other's performance schedule. The intent of the parties is also that beginning
with the first day of summer camp and until the expiration of the Initial Term, MCT will have the
exclusive right to use the Facility on a full time basis during the day, and Stage Door will have the
right to use the Facility for performances in the evenings. Throughout the Initial Term, MCT shall
coordinate and control its ticket sales independently of Stage Door, and MCT shall retain all
ticket revenue and all revenue from classes, registrations and summer camps.
Termination Right: Stage Door agrees and acknowledges that MCT is in the process of
marketing its summer camp. If, by May 1, 2012, MCT does not have a minimum of 30
registrations for the first session of summer camp and 30 registrations for the second session of
summer camp, then MCT shall have the right to terminate the Agreement by delivering written
notice of termination to Stage Door, and upon such termination, the Agreement and all
obligations of the parties shall be null and void.
NEIGHBORHOODS AND COMMUNITY AFFAIRS COMMITTEE
The Neighborhoods and Community Affairs Committee (NCAC) met on March 27, 2012, and
discussed Stage Door's request. The NCAC reviewed the information and recommended
approval of the agreement between Stage Door and MCT as detailed in this memorandum and in
the attachment.
CONCLUSION
As noted above, Stage Door has submitted the attached proposed agreement with MCT, and
are requesting the City's permission to execute this agreement to provide a venue for MCT to
produce several performances, as well as related classes and a summer camp program. As per
the recommendation of the Neighborhoods and Community Affairs Committee, the
Administration recommends the Mayor and City Commission adopt the attached Resolution.
JMG/HMF/MAS
TAWGENDA\2012\4-11-12\Stage Door Reso Memo doc.docx
AGREEMENT
This agreement (the "Agreement") is entered into by an between Broward Stage Door Theater
Company, Inc., a Florida not-for-profit corporation ("Stage Doo ") and Miami Stage Company/Miami
Children's Theater, Inc., a Florida not-for profit corporation("MCT")
RECITALS
1. Stage Door and the City of Miami Beach (the "City") are parties to that certain Management
Agreement(the"Management Agreement")dated as of
2. Pursuant to the Management Agreement, the City has engaged Stage Door and Stage Door has
agreed to accept the engagement to provide management services for the Byron Carlyle Theater,
located at 500 71s` Street, Miami Beach, Florida 33142 (the"Facili ").
3. Stage Door desires to grant MCT the right and license to operate in the Facility for purposes of:
(i) holding private and group lessons in theater, acting, singing, dance and related activities; (ii)
creating and producing theatrical works as part of MCT's program; and (iii) running a summer
camp (hereinafter, all uses set forth in this Paragraph are the "MCT Uses"), and MCT desires to
accept such engagement.
NOW, THEREFORE, in consideration of the foregoing and such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties
hereto agree as follows:
1. Recitals. The above-stated recitals are true and correct in all material respects and are
incorporated herein by this reference. Capitalized terms not defined herein shall have the meaning given
such terms in the Management Agreement.
2. Term. The initial term (the "Initial Term") of this Agreement and of MCT's right to
operate in the Facility shall begin on March 1, 2012 and shall terminate one (1) week after the last day of
summer camp(so that the last day of the Initial Term shall be August 10, 2012). During the Initial Term,
MCT and Stage Door may negotiate the terms of a longer term agreement, and if they do so, such longer
term agreement shall then replace this Agreement. If, however, MCT and Stage Door fail to negotiate the
terms of a longer term agreement, then this Agreement shall terminate on August 10, 2012, upon the
expiration of the Initial Term.
3. City Consent. Stage Door has disclosed to MCT that not all of the MCT Uses fall
within the definition of Permitted Uses set forth in the Management Agreement, and per Section 4.2.1 of
the Management Agreement, all other uses require the prior written approval of the City. In addition,
Section 5.3.15 provides that Stage Door shall not license or allow the use of any portion of the Facility to
other than short term users(i.e., less than sixty(60)consecutive days). Accordingly, within ten (10)days
after the date of this Agreement, Stage Door shall deliver to MCT the City's written approval of MCT's
operation in the Facility for the Initial Term and of the MCT Uses in the Facility.
3. Compensation to Stage Door for use of the Facility. In consideration for the license and
grant to use the Facility granted herein, MCT shall make the following payments to Stage Door
(hereinafter, the "Rental Payments"): (1) MCT shall make monthly payments to Stage Door in the
amount of$2000 per month on each of March 1, 2012,April 1, 2012 and May 1, 2012; and(2) MCT shall
make monthly payments to Stage Door in the amount of$3000 per month on each of June 1, 2012 and
July 1, 2012; and (3) MCT shall make a payment to Stage Door in the amount of$1000 on August 1,
Stage Door MCT Agreement.DOC
I
2012 to cover the period from August 1, 2012 through August 10, 2012.
4. Maintenance. Stage Door shall maintain and repair the Facility, and all improvements,
facilities, and utilities therein, in good condition and repair, so that they are available for use by MCT and
Stage Door shall be responsible for all maintenance expenses including water and electricity. Within five
(5) days after the date of this Agreement, Stage Door shall deliver to MCT written evidence that all past
due Florida Power and Light and water charges have been paid and that all such accounts are current.
5. Joint Use; Scheduling. The intent of the parties is that from March 1, 2012 until the first
day of summer camp, MCT and Stage Door shall use the Facility jointly, and coordinate in good faith to
accommodate each other's performance schedule. The intent of the parties is also that from and after the
first day of summer camp and until the expiration of the Initial Term, MCT shall have the exclusive right
to use the Facility on a full time basis during the day, and Stage Door shall have the right to use the
Facility for performances in the evenings. Throughout the Initial Term, MCT shall coordinate and control
its ticket sales independently of Stage Door, and MCT shall retain all ticket revenue and all revenue from
classes, registrations and summer camps.
6. Termination Right. Stage Door agrees and acknowledges that MCT is in the process
of marketing its summer camp. If, by May 1, 2012, MCT does not have a minimum of 30 registrations for
the first session of summer camp and 30 registrations for the second session of summer camp, then MCT
shall have the right to terminate this Agreement by delivering written notice of termination to Stage Door,
and upon such termination, this Agreement and all obligations of the parties hereunder shall be null and
void.
7. Attorney's Fees and Costs. In the event of any litigation arising herefrom, the prevailing
party shall be entitled to a reasonable attorney's fee plus costs incurred in connection therewith.
Attorney's fees shall include fees incurred at trial, on appeal, in bankruptcy, probate or any other
proceedings.
5. Notices. All notices given hereunder shall be in writing, and shall be delivered to the
addressee at such address or fax number of which notice shall have been given. Notices may be sent by
(i) certified or registered mail, return receipt requested, (ii) facsimile or electronic mail, (iii) express
courier service, or(iv)personal delivery. Notices shall be deemed given upon the earlier of actual receipt,
refusal to accept receipt, or in the case of mailing by certified mail, return receipt requested, five (5) days
after being deposited in the mail, and in the case of overnight mail, two (2) business days after being
delivered to the courier service. Faxes and emails shall be deemed given upon receipt by the fax machine
or email address to which it is addressed(as evidenced by confirmation of the sending machine), provided
that if notice is sent by fax or email, a duplicate must be delivered by overnight or personal delivery. The
cost of delivery of any notice shall be borne by the person sending same. Notices shall be directed to the
parties executing this Agreement below at the addresses set forth under the signature lines.
6. Severability. In case any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect, this agreement shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein.
7. Governing Law. This Contribution Agreement shall be governed by the laws of the State
of Florida.
8. Complete Agreement; Amendments. This Agreement sets forth complete and
independent obligations of the parties hereto, with regard to the matters set forth herein. This Agreement
may not be amended except in writing, signed by the parties hereto.
Stage Door MCT Agreement.DOC
DMRR Contribution Agreement
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9. Successors and Assigns. This Agreement may not be assigned by any party hereto
without the consent of the other. Notwithstanding the foregoing, this Agreement shall be binding upon,
and shall inure to the benefit of,the successors and assigns of the parties hereto.
IN WITNESS WHEREOF,the parties have executed this Agreement, effective as of February
, 2012.
Broward Stage Door Theater Company, Inc.,
a Florida not-for-profit corporation
By:
Name:
Title:
Address:
Fax Number:
Email:
Miami Stage Company/Miami Children's Theater, Inc.,
a Florida not-for profit corporation
By:
Name:
Title:
Address:
Fax Number:
Email:
Stage Door MCT Agreement.DOC
DMRR Contribution Agreement
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