Amendment No. 2 to the Management Agreement with Miami New Drama, Inc. 2-ci8 • 3cs5 7
AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT
BETWEEN
CITY OF MIAMI BEACH
AND
MIAMI NEW DRAMA, INC.
FOR THE MANAGEMENT OF THE COLONY THEATRE
This AMENDMENT NO. 2 ("Amendment") to the Management Agceement (the
Agreement"), dated October 4, 2016, is made and entered into this d..41 day of
C@M€(L, , 2018, by and between the CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation ("City"), having its principal office at 1700 Convention Center
Drive, Miami Beach, Florida, 33139, and MIAMI NEW DRAMA, INC, a Florida not-for-
profit corporation ("MIND"), whose principal address is 1040 Lincoln Road, Miami Beach,
FL 33139, and hereby amends the Agreement, as amended by Amendment No. 1 to the
Agreement, (collectively, the "Agreement") as follows:
RECITALS
WHEREAS, MIND is a not-for-profit 501(c)3 presenting and producing
organization committed to theatrical excellence and theater-making as a means of social
engagement, cultural conversation and human interaction; and
WHEREAS, MIND's productions include an eclectic mix of original plays,
musicals, classics and world premieres, including work commissioned specifically for
Miami New Drama. These productions utilize a mix of the best local, national and
international talent to incubate work from scratch; and
WHEREAS, on September 14, 2016, the Mayor and the City Commission
adopted Resolution No. 2016-29569, approving an agreement with Miami New Drama
for the operation, management, maintenance and promotion of the Colony Theatre (the
"Facility"); and
WHEREAS, on October 4, 2016, the City and Miami Theater Hub, Inc., a Florida
not-for-profit corporation, d/b/a Miami New Drama entered into a Management
Agreement, which provided for an annual City contribution to MIND, in the amount of
$170,000, subject to funding approval by the City Commission, plus an annual
reimbursement for utility bills, in the amount not to exceed $80,000; and
WHEREAS, on May 17, 2017 the Mayor and City Commission adopted
Resolution No. 2017-29858, approving Amendment No. 1 to the Management
Agreement to include six parking spaces at Municipal Parking Lot No. P25, located at
17th Street and Lenox Avenue, at no charge to Miami New Drama; and
WHEREAS, on August 29, 2017, Miami Theater Hub, Inc. changed its name to
Miami New Drama, Inc., and as such, any references in the Agreement to MIND shall
refer to Miami New Drama, Inc. without a reference to a fictitious name; and
WHEREAS, on February 22, 2018, the City submitted the Facility to
condominium ownership; and
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WHEREAS, on July 20, 2018, the Finance and Citywide Projects Committee
recommended increasing the City's contribution by $330,000, for a total annual
contribution of $500,000 (including an annual City utility contribution, in the amount not
to exceed $80,000) to MIND, subject to funding approval during each City fiscal year;
and
WHEREAS, on October 17, 2108, the Mayor and City Commission adopted
Resolution No. 2018-30567, approving, in substantial form, Amendment No. 2 to the
Management Agreement, dated October 4, 2016, with Miami New Drama, Inc. for
the operation, management, maintenance, and promotion of the Colony Theatre;
said Amendment containing the following essential terms: (I) increasing the City's
contribution to MiND for the operation of the Theatre for FY 2018-2019 to the
total annual sum not to exceed $500,000, inclusive of an annual utility
contribution, in the amount not to exceed $80,000, and, thereafter, contingent
upon funding approval of the City's contribution during the City's budgetary
process for each subsequent fiscal year; (II) updating MiND's name to reflect
Miami New Drama, Inc; (III) updating the legal description of the facility to reflect
Unit 3 of the Colony Theatre Condominium; (IV) approving the first renewal term,
for five (5) years, commencing October 1, 2018 and ending September 30, 2023;
(V) enhancing the performance measures to include an educational division and
public outreach, which will include providing free tickets offered annually for senior
centers throughout Miami Beach and 1,000 free or discounted tickets for seniors
(ages 62 and older) and for youth (ages 13-22) throughout Miami Beach; and (VI)
requiring MiND to acknowledge the City as an instrumental benefactor of the
Theatre during each performance and in all marketing materials; and
WHEREAS, the City and MIND hereby acknowledge the exercise of the first
renewal term, for five (5) years, commencing October 1, 2018 and ending September
30, 2023.
NOW, THEREFORE, the City and MIND hereby agree to amend the
Management Agreement as follows:
1. ABOVE RECITALS.
.The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS.
The Agreement is hereby modified (deleted items str-E►Gec-thretigh and inserted
items underlined) as follows:
a. The Agreement is hereby amended to add Exhibit "A", attached hereto, which
contains the legal description of the Facility.
b. Exhibit "B" to the Agreement, "ANNUAL BENCHMARKS" is hereby deleted in
its entirety and replaced with the attached Exhibit "B".
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c. The first paragraph of subsection 5.2 of the Agreement is hereby deleted in its
entirety and replaced with the following:
5.2 Required Number of Events; Continuous Operation; Conclusion of Events. In order
to ensure the continuous operation of the Facility, MIND agrees to comply with the
following programmatic guidelines:
(a) Commencing on October 1, 2016, MIND shall cause at least 75 Events to
be held at the Facility for each Contract Year during the Initial Term.
(b) During the first Renewal Term, MIND shall cause at least 150 events at
the Facility for Contract Years, commencing October 1, 2018 and ending
September 30, 2020, serving more than 35,000 visitors per year; 175
events at the Facility for Contract Years, commencing October 1, 2020
and ending September 30, 2022, serving more than 40,000 visitors per
Contract Year; and 200 events at the Facility for Contract Year,
commencing on October 1, 2022 and ending on September 30, 2023,
serving more than 45,000 visitors per Contract Year (and proportionately
for any partial Contract Year).
MIND shall exercise its best efforts to meet the Annual Benchmarks referenced in
Exhibit "B" hereto. The aforesaid Events shall be calculated by counting each
separate Event in a Series. In connection with using best efforts to attain the
enhanced Annual Benchmarks required during the first Renewal Term, MIND shall
develop an educational division and increase public outreach.
d. Subsection 5.2(a) is hereby renumbered as 5.2(c).
e. Subsection 9.1 of the Agreement is hereby deleted in its entirety and replaced
with the following:
9. 1 During the Initial Term of this Agreement (From October 1, 2016 through
September 30, 2017), the City will provide funding to MIND, in the amount of
$170,000.00 ("City's Contribution(s)"), payable in quarterly installments within
fifteen (15) days following the end of each Quarter, with the first payment, in the
amount of $42,500.00 due October 15, 2016; $42,500.00 due on January 15,
2017, $42,500.00 due on April 15, 2017, and $42,500.00 due on July 15, 2017.
Thereafter, subject to funding availability and at the City's sole option and
discretion, the City will provide a City Contribution, in an amount of $170,000.00
annually, and payable quarterly, in the same manner as during the first Contract
Year.
During the first Contract Year of the first Renewal Term (From October 1, 2018
through September 30, 2019), the City's Contribution will be increased to
$420,000.00 annually, payable in quarterly installments within fifteen (15) days
following the end of each Quarter, with the first payment, in the amount of
$105,000.00 due October 15, 2018; $105,000.00 due on January 15, 2019,
$105,000.00 due on April 15, 2019, and $105,000.00 due on July 15, 2019.
During the remaining Contract Years of the first Renewal Term, the City's
Contribution shall be subject to approval, by the City Commission, at the City's
sole option and discretion, during the City's budgetary process for each
subsequent fiscal year.
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MIND shall submit an invoice for each payment of City's Contribution and also
submit the corresponding reports due for that particular Quarter. The City, in its
sole discretion, may condition payment of the City's Contribution upon MIND
providing the requisite reports under this Agreement, including, without limitation,
those reports set forth in Sections 5 and 12 of this Agreement.
f. Section 9.5(a) of the Agreement is amended as follows:
a. MIND agrees to continue to honor the Community Benefit Fund rent
waiver grant program for twelve (12) Events per Contract Year, subject to
availability. MIND agrees that the rental charge for each of the 12 rentals
paid by the City under this program is only available to not for profit
organizations and shall be fixed at $1,000 per performance day Monday
through Thursday and $1,750 per performance day Friday through
Sunday for each Event for the entire Term. Grants will cover not-for-profit
rental fees for up to four days per week. Rental fees do not include labor
costs or equipment rentals. The City reserves the right to discontinue
such rent waiver grant program in the event that revenues become
inadequate to subsidize the program, for any reason in the City's sole and
absolute discretion.
g. New Subsections 9.6 and 9.7 are hereby added to the Agreement as follows:
9_6. Acknowledgement of City's Contributions. At the beginning of each
performance, when artistically appropriate, MIND shall recognize the City,
as an instrumental benefactor of the Theater, by making an
announcement in material conformance with the following statement:
"Our performance today is presented, in material part, due to the support
provided by the City of Miami Beach". Alternatively, when an
announcement is not artistically appropriate, MIND shall include
prominent signaqe at the Colony Theatre lobby with the same statement.
Additionally, MIND shall include the City's logo on all playbills, and
approved marketing materials, such as newsletters, press releases,
brochures, fliers, websites and any other approved materials for
dissemination to the media or general public.
9.7. Miami New Drama shall provide two (2) complimentary tickets to the City
of Miami Beach Mayor and the six members of the City Commission for
each production and co-production produced by Miami New Drama at the
Colony Theatre.
h. Subsection 12.6(a) of Section 12, RECORDS, AUDITS AND REPORTS, of
the Agreement is hereby amended to add the following new subsection (iv):
iv. A listing of the programs undertaken by the educational division and
number of attendees served through the public outreach and educational
activities.
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i. Section 32, NOTICES, of the Agreement is hereby amended as follows:
32. NOTICES
All notices from the City to MIND shall be deemed duly served if mailed by
registered or certified mail to MIND at the following address:
Miami New Drama
_• - -- - - -- , ' - 1040 Lincoln Road
Miami, FL 33131 Miami Beach, FL 33139
All notices from MIND to the City shall be deemed duly served if mailed to:
City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
With copies to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Max Sklar, Heather Shaw, Tourism, Culture, and
Economic Development, Acting Director
3. RATIFICATION.
Except as provided in this Amendment, the Agreement remains unmodified and
in full force and effect. In the event there is a conflict between the provisions
of this Amendment and the Agreement, the provisions of this Amendment
shall govern. All references to the Agreement, in the Agreement, or in any other
document referencing the Agreement shall be deemed to refer to the Agreement
as amended hereby.
(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)
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IN WITNESS WHEREOF, this Amendment No. 2 to Management
Agreement has been duly executed by the parties hereto as of the day and year
first written above.
Attest: CITY OF MIAMI BEACH, FLORIDA
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Rafael Wknado, City Clerk *. kia Gelber, Mayor
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Date
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Attest: </�,`%� N1F'NEW DRAMA, INC.
Signature Michel Hausmann, Chief Executive Officer
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Print Name
Date •
APPROVED AS TO
FORM & LANGUAGE
&FOR EX UTION
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