Amendment No.3 to the Agreement with MIAMI NEW DRAMA, INC. 22a21 —31'1 cm.
AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT
BETWEEN
CITY OF MIAMI BEACH
AND
MIAMI NEW DRAMA, INC.
FOR THE MANAGEMENT OF THE COLONY THEATRE
APR 1 8 2022
This AMENDMENT NO. 3 ("Amendment") to the Management Agreement (the
"Agreement"), dated October 4, 2016, is made and entered into this day of
January, 2022, 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 and Amendment No.
2 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, 2018, 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, in 2018 the parties exercised the first renewal term, for five years,
commencing on October 1, 2018 and ending September 30, 2023; and
WHEREAS, on October 27, 2021, the Mayor and City Commission adopted
Resolution No. 2021-31914, approving a separate lease agreement between MIND and
the City, for MIND's operation and management of the Collins Park Cultural Arts Facility,
to be located at 340 23rd Street (the "Collins Park Lease"); and
WHEREAS, the City and MIND wish to extend the term of this Colony Theater
Management Agreement for a period to run co-terminous with the term of the Collins Park
Lease; and
WHEREAS, this Amendment is subject to and contingent upon an appropriation
of funds by the City Commission, at its sole discretion, in the amount of$4,750,000.00 for
the buildout of the Collins Park Cultural Arts Facility, pursuant to the Collins Park Lease.
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.
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2. MODIFICATIONS.
The Agreement is hereby modified (deleted items and inserted
items underlined) as follows:
a. The following term is hereby added as a defined term pursuant to Section 1:
"Collins Park Lease" That certain lease agreement between MIND and the City,
for MIND's operation and management of the Collins Park Cultural Arts Facility, to
be located at 340 23rd Street, adopted pursuant to Resolution No. 2021-31914.
b. Section 2 of the Agreement is hereby amended to add the following new
subsection 2.4:
2.4 Subject to and contingent upon an appropriation of funds by the City Commission,
at its sole discretion, in the amount of $4,750,000.00 as contemplated in the Collins
Park Lease, the Term of this Agreement shall be automatically extended for a period
to run co-terminous with the term of the Collins Park Lease. Notwithstanding the
foregoing, in the event that the Collins Park Lease is terminated for any reason other
than an Event of Default (as such term is defined in Section 10.1 of the Collins Park
Lease) under the Collins Park Lease, then the Term of this Agreement shall continue
until the expiration of the first Renewal Term (i.e., until September 30, 2023), subject
to the exercise of any remaining Renewal Term.
c. Section 29 of the Agreement is hereby amended to add the following new
subsection 29.9:
29.9 Any uncured Event of Default under the Collins Park Lease (as such term is
defined in Section 10.1 of the Collins Park Lease) shall constitute an Event of Default
under this Agreement. Any uncured Event of Default under this Agreement (as such
term is defined under Section 29 of this Agreement)shall constitute an Event of Default
under the Collins Park Lease.
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
/21
Rafaelanado, City Clerk Dan Gelber, Mayor
APR 1 8 2022 ;PM, e cs
Date
INCORP ORkT=Dim
Attest: MIAMI NEW DRAMA, INC.
Signu Michel Hausmann, Chief Executive Officer
NO1-C6 (cA(AfIZG
Print Name
12-1(1P- in
Date
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
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City Attorney e Z Date
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