Resolution 2023-32743RESOLUTION NO. 2023-32743
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, APPROVING THE SECOND AND FINAL RENEWAL TERM
UNDER THE MANAGEMENT AGREEMENT WITH MIAMI NEW DRAMA INC.
(MIND), DATED OCTOBER 4, 2016, FOR THE OPERATION, MANAGEMENT,
MAINTENANCE AND PROMOTION OF THE COLONY THEATRE, FOR TWO
YEARS (2) AND 364 DAYS, COMMENCING OCTOBER 1, 2023 AND ENDING
SEPTEMBER 29, 2026, AS FURTHER EXTENDED PURSUANT TO
RESOLUTION NO. 2023-32713, AND MEMORIALIZED IN AMENDMENT NO. 3
TO THE MANAGEMENT AGREEMENT, TO RUN FOR A PERIOD
COTERMINOUS WITH THE TERM OF THE LEASE WITH MIND FOR THE
OPERATION AND MANAGEMENT OF THE COLLINS PARK CULTURAL ARTS
FACILITY, WHILE MAINTAINING THE CITY'S CONTRIBUTION TO MIND FOR
THE OPERATION OF THE THEATRE IN FY 2023-2024, IN THE TOTAL SUM
NOT TO EXCEED $500,000.00, INCLUSIVE OF ANNUAL UTILITY
CONTRIBUTIONS IN THE AMOUNT NOT TO EXCEED $80,000.00, AND WITH
THE CITY CONTRIBUTION EACH YEAR THEREAFTER, CONTINGENT UPON
FUNDING APPROVAL DURING THE CITY'S BUDGETARY PROCESS FOR
EACH SUBSEQUENT FISCAL YEAR; AND FURTHER AUTHORIZING THE
CITY MANAGER TO EXECUTE ANY DOCUMENTS REQUIRED TO
MEMORIALIZE THE APPROVALS SET FORTH IN THIS RESOLUTION.
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 Theater Hub, Inc. ("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 ("Mind") entered into a Management Agreement, having
an initial term of two (2) years, commencing on October 1, 2016 and expiring on September 30,
2018, with the following renewal terms, at the option of the City: the first renewal term for five (5)
years, expiring on September 30, 2023; and the second and final renewal term for two (2) years
and 364 days, commencing on October 1, 2023 and expiring on September 29, 2026
("Management Agreement"); said Management Agreement providing for an annual City
contribution to MIND, in the amount of $170,000.00, subject to funding approval by the City
Commission, plus an annual reimbursement for utility bills, in the amount not to exceed
$80,000.00; 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 MIND; and
WHEREAS, on August 29, 2017, Miami Theater Hub, Inc. changed its name 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
WHEREAS, on July 20, 2018, the Finance and Citywide Projects Committee recommended
increasing the City' s contribution by $330,000.00, for a total annual contribution of $500,000.00
(including an annual City utility contribution, in the amount not to exceed $80,000.00) 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,
which was executed on December 24, 2018; said Amendment containing the following essential
terms: (1) 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 $ 500,000.00, inclusive of an annual utility contribution,
in the amount not to exceed $80,000.00, and, thereafter, contingent upon funding approval of the
City' s contribution during the City' s budgetary process for each subsequent fiscal year; (11)
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, on October 27, 2021, the City Commission adopted Resolution No. 2021-
31914, approving a new lease with MIND for the operation and management of the Collins Park
Cultural Arts Facility ("Collins Park Lease"), located at 340 23 d Street, for an initial term of five (5)
years, with two (2) additional five year terms at the option of MIND, and the final five (5) year term
at the option of the City and by mutual agreement of the parties; said Lease being subject to the
City Commission appropriating $4,750,000.00 on or before October 1, 2024; and further
authorizing an amendment to the Management Agreement (Amendment No. 3) to extend the term
of the Management Agreement for a period to run coterminous with the term of the Collins Park
Lease, which Lease was executed on April 18, 2022; and
WHEREAS, on April 18, 2022, the City and MIND executed Amendment No. 3 to the
Management Agreement; said amendment: (1) providing for an automatic extension of the term of
the Management Agreement for a period to run coterminous with the term of the Collins Park
Lease, upon the approval of the appropriation of the $4,750,000.00 contemplated by the Collins
Park Lease, provided that if the Collins Park Lease was terminated for any reason (other than for
an uncured default under the Collins Park Lease), the Management Agreement would continue
until the expiration of the first renewal term, subject to the exercise of the second renewal term;
and (2) including a cross collateral ization provision, which provides that an uncured default under
the Collins Park Lease shall constitute a default under the Management Agreement and vice versa;
and
WHEREAS, on July 26, 2023, the Mayor and City Commission adopted Resolution No.
2023-32713, appropriating $7,670,000.00 to the Collins Park Cultural Center project from Series
2023B Arts & Culture GOB (Fund 395); and
WHEREAS, since the amount of the appropriation to the Project exceeded the required
appropriation amount under the Collins Park Lease, the Management Agreement has now been
automatically extended pursuant to Amendment No. 3; and
WHEREAS, the City Manager recommends that the Mayor and City Commission approve
the second and final renewal term of the Management Agreement, extending the Management
Agreement through and including September 29, 2026, as further extended pursuant to Resolution
No. 2023-32713, and memorialized in Amendment No. 3, to run coterminous with the term of the
Collins Park Lease, while maintaining the City's contribution to MIND for the operation of the
theatre in FY 2023-2024, in the total sum not to exceed $500,000.00, inclusive of annual utility
contributions in the amount not to exceed $80,000.00, and with the City contribution each year
thereafter, contingent upon funding approval during the City's budgetary process for each
subsequent fiscal year.
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 second and final renewal term under the Management Agreement with Miami
New Drama Inc. (MIND), dated October 4, 2016, for the operation, management, maintenance and
promotion of the Colony Theatre, for two years (2) and 364 days, commencing October 1, 2023
and ending September 29, 2026, as further extended pursuant to Resolution No. 2023-32713, and
memorialized in Amendment No. 3 to the Management Agreement, to run for a period coterminous
with the term of the Lease with MIND for the operation and management of the Collins Park
Cultural Arts Facility, while maintaining the City's contribution to MIND for the operation of the
theatre in FY 2023-2024, in the total sum not to exceed $500,000.00, inclusive of annual utility
contributions in the amount not to exceed $80,000.00, and with the City contribution each year
thereafter, contingent upon funding approval during the City's budgetary process for each
subsequent fiscal year; and further authorize the City Manager to execute any document required
to memorialize the approvals set forth in this Resolution.
PASSED AND ADOPTED this 131h day of September, 2023.
ATTEST: SEP
e
Rafael E. Granado, City Clerk
2 0 2023
41NCORP ORATED,"
Dan Gelber, Mayor
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
8-30- 2-3
City Attorney
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: September 13, 2023
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, APPROVING THE SECOND AND FINAL RENEWAL
TERM UNDER THE MANAGEMENT AGREEMENT WITH MIAMI NEW
DRAMA INC. (MIND), DATED OCTOBER 4, 2016, FOR THE OPERATION,
MANAGEMENT, MAINTENANCE AND PROMOTION OF THE COLONY
THEATRE, FOR TWO YEARS (2) AND 364 DAYS, COMMENCING
OCTOBER 1, 2023 AND ENDING SEPTEMBER 29, 2026, AS FURTHER
EXTENDED PURSUANT TO RESOLUTION NO. 2023-32713, AND
MEMORIALIZED IN AMENDMENT NO. 3 TO THE MANAGEMENT
AGREEMENT, TO RUN FOR A PERIOD COTERMINOUS WITH THE TERM
OF THE LEASE WITH MIND FOR THE OPERATION AND MANAGEMENT
OF THE COLLINS PARK CULTURAL ARTS FACILITY, WHILE
MAINTAINING THE CITY'S CONTRIBUTION TO MIND FOR THE
OPERATION OF THE THEATRE IN FY2023-2024, IN THE TOTAL SUM NOT
TO EXCEED $500,000.00, INCLUSIVE OF ANNUAL UTILITY
CONTRIBUTIONS IN THE AMOUNT NOT TO EXCEED $80,000.00, AND
WITH THE CITY CONTRIBUTION EACH YEAR THERE AFTER,
CONTINGENT UPON FUNDING APPROVAL DURING THE CITY'S
BUDGETARY PROCESS FOR EACH SUBSEQUENT FISCAL YEAR; AND
FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE ANY
DOCUMENTS REQUIRED TO MEMORIALIZE THE APPROVALS SET
FORTH IN THIS RESOLUTION.
RECOMMENDATION
The Administration recommends adopting this Resolution.
BACKGROUND/HISTORY
On October 17, 2018, the City Commission adopted Resolution No. 2018-30567 (Exhibit 3)
approving Amendment No. 2 to the Miami New Drama Management Agreement for the Colony
Theatre, which included the following key terms and conditions:
• The City of Miami Beach shall provide an annual contribution to Miami New Drama in the
amount of $420,000, payable within fifteen (15) days following the end of each Quarter. The
annual contribution in contingent upon funding approval of the City's contribution during the
Page 844 of 2938
City's budgetary process and each subsequent fiscal year.
The City of Miami Beach shall cover utility costs at the Colony Theatre, up to $80,000
annually. All costs above $80,000 are the responsibility of Miami New Drama.
The City of Miami Beach approval of the first renewal option for one (1) additional five (5)
year term, commencing on October 1, 2018 and ending September 30, 2023
Miami New Drama will increase the number of events and attendance as follows:
o Produce 150 events at the facility for contract years October 1, 2018- September 30,
2020, serving more than 35,000 visitors per year;
• Produce 175 events at the facility for contract years October 1, 2020-September 30,
2022, serving more than 40,000 visitors per year;
• Produce 200 events at the facility for contract year October 1, 2022-September 30,
2023, serving more than 45,000 visitors per year.
Miami New Drama will develop an educational division and increase public outreach to
include the following:
o A "$3.05 ticket programt' reserving seats for first time theater -goers for every
performance for $3.05 (12 tickets per Miami New Drama Performance, 1,000 tickets
annual estimate)
o Free tickets for senior centers and youth throughout Miami Beach (1,000 tickets annual
estimate)
• Educational programs to accompany each production
o Children's Summer Camp and Workshops
o Traveling plays for schools and senior centers
Miami New Drama shall provide day -today operational and administrative services in
support of its management activities to ensure that the facility shall be operated, managed
and maintained in a first class manner, including but not limited to, acquisition of services,
equipment, supplies and facilities; maintenance and property management; security;
personnel management; record -keeping; collections and billing; and promotional
activities, including but not limited to public relations, social media and paid marketing
outreach.
Miami New Drama shall provide quarterly reports to the City detailing event records and
programmatic plans, educational and outreach initiatives, marketing and promotional
activities, maintenance and capital work, and operationaVadministrative budgets.
The City remains responsible for maintenance of the major building systems (i.e. HVAC,
roof, plumbing, electrical, and elevator) and for long term building capital improvements.
In addition to increasing the City's contribution, approving the first renewal option for five years
and enhancing the key performance measures noted above, Amendment No. 2 also updated
the legal description of the facility to reflect Unit 3 of the Colony Theatre Condominium. The
property was submitted to condominium ownership by the City on February 22, 2018, and as
such the legal description of the Facility was updated to reflect that it is now Unit No. 3 of Colony
Theatre Condominium, according to the Declaration of Condominium thereof, as recorded in
Official Records Book 30872, at Pages 1216-1280, of the Public Records of Miami -Dade
County, Florida.
On October 27, 2021, the City Commission adopted Resolution No. 2021-31914 (Exhibit 4),
Amendment No. 3 to the Miami New Drama Management Agreement 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").
With this Resolution, the City and MIND extended the term of the Colony Theatre Management
Page 845 of 2938
Agreement for a period to run co-terminous with the term of the Collins Park Lease, 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 for the buildout of the Collins
Park Cultural Facility, pursuant to the Collins Park Lease.
As noted above, the existing Colony Theatre Management Agreement with Miami New Drama
ends on September 30, 2023, with an option to extend the agreement, at the City's sole
discretion, for one (1) additional two (2) year and 364-fay term. The second renewal option
provides an annual contribution to Miami New Drama in the amount of $420,000, payable within
fifteen (15) days following the end of each Quarter. The annual contribution in contingent upon
funding approval of the City's contribution during the City s budgetary process and each
subsequent fiscal year. The City of Miami Beach shall cover utility costs at the Colony Theatre,
up to $80,000 annually. Ail costs above $80,000 are the responsibility of Miami New Drama.
On July 26, 2023, the Mayor and City Commission adopted Resolution No. 2023-32713,
appropriating $7,670,000.00 to the Collins Park Cultural Center project from Series 2023E Arts
& Culture GOB (Fund 395). Since the amount of the appropriation to the Project exceeded the
required appropriation amount under the Collins Park Lease, the Management Agreement has
now been automatically extended pursuant to Amendment No. 3.
Funding for this item, in the amount of $500,000, is budgeted through the City's annual budget
process.
Amounts)/Account(s):
Funding is available through account number 011-0383-000374-25-406-551-00-00-00-
The Administration recommends adopting this Resolution, which will extend the remaining two
(2) year and 364 day term of Miami New Drama's Management Agreement for the Colony
Theater.
No
Strategic Connection
Prosperity - Market and promote Miami Beach as a world class arts, culture, and quality
entertainment destination.
Page 846 of 2938
Legislative Trackina
Tourism and Culture
ATTACHMENTS:
Description
❑ Miami New Drama Management Agreement Reso 2016-29569
❑ Amend No 1 MIND Management Agreement Reso 2017-29858
Amend No 2 MIND Management Agreement- Reso 2018-30567
❑ Amend No 3 MIND Management Agreement Reso 2021-31914
❑ Resolution
Page 847 of 2938
RESOLUTION NO. 2016-29569
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION
OF THE CITY MANAGER (AS SET FORTH IN THE CITY COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION) AND WAIVING, BY
517TH VOTE, THE COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH
WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND APPROVING, IN
SUBSTANTIAL FORM, THE ATTACHED AGREEMENT BETWEEN THE CITY
AND MIAMI THEATER HUB, INC. ("MIAMI NEW DRAMA") FOR THE
OPERATION, MANAGEMENT, MAINTENANCE, AND PROMOTION OF THE
COLONY THEATRE; SAID AGREEMENT AUTHORIZING ANNUAL FUNDING
IN THE AMOUNT OF $170,000.00, SUBJECT TO ANNUAL BUDGET
APPROPRIATION; HAVING AN INITIAL TERM OF TWO (2) YEARS,
COMMENCING ON OCTOBER 1, 2016, AND ENDING, ON OCTOBER 31, 2018,
WITH AN OPTION TO EXTEND THE AGREEMENT, AT THE CITY' S SOLE
DISCRETION, FOR UP TO ONE (1) ADDITIONAL FIVE (6) YEAR TERM, AND
ONE (1) ADDITIONAL THREE (3) YEAR TERM.
WHEREAS, at the April 13, 2016 City Commission meeting, Vice -Mayor Micky Steinberg,
Commissioner Michael Grieco, and Commissioner Joy Malakoff sponsored a referral to both the
Cultural Arts Council (CAC) and the Finance and Citywide Projects Committee (Finance
Committee) to consider having Miami New Drama manage the Colony Theater as a pilot program,
and
WHEREAS, the City of Miami Beach is committed to promoting the cultural arts, and is
home to an internationally recognized ballet company, orchestra, art fair and museums; and
WHEREAS, live theater programming is the missing component of the well-rounded cultural
personality that sets the City of Miami Beach apart from the rest of the region; and
WHEREAS, in assessing the need for quality live theater, the CAC has strongly
recommended that the management of the Colony be transferred to a professional resident theater
company that would present a specific number of its own extended -run productions each year,
while still making the theater available and affordable to its current non-profit users; and
WHEREAS, Miami New Drama, a newly founded not -for -profit 501(c)3 corporation, is a
theater production company committed to theatrical excellence and theater -making as a means of
social engagement, cultural conversation, and human interaction. The company presents world -
class relevant work by American, Latin American, and international artists designed for the
intersections of Miami Beach's multicultural 21" century audience, and
WHEREAS, Miami New Drama's inaugural production, The Golem of Havana, was the
highest grossing theater show in recent history in the Greater Miami area, and demonstrates the
transformative potential of having a professional resident theater company at the Colony Theater,
and
WHEREAS, along with secured international, national, and local partnerships, Miami New
Drama has earned the support of the Miami Beach Chamber of Commerce, which passed a
resolution urging the City Commission to approve an agreement, even if on a trial basis, to
authorize Miami New Drama to operate within the Colony Theater and to develop a full season
which will improve the usage of the Colony Theater, for the benefit of residents, tourists, and
businesses alike; and
Page 840 of 2938
WHEREAS, on May 12, 2016, Miami New Drama's Producing Artistic Director, Mr.Michel
Hausmann, presented Miami New Drama's vision to the members of the CAC, who voted
unanimously in favor of the company's proposal to oversee the artistic direction and operation of
the Colony Theater beginning FY 2016-2017; and
WHEREAS, the Finance Committee met on May 20, 2016 and recommended support of
the proposal, directed the Administration to negotiate a management agreement that would include
options for City funding; and requested that staff return to the Finance Committee with a draft of
the agreement for review and consideration; and
WHEREAS, on June 8, 2016, the City Commission accepted the recommendation of the
Finance Committee, and staff negotiated a draft Management Agreement with Miami New Drama, -
and
WHEREAS, on July 22, 2016, Finance Committee recommended to move forward with the
Management Agreement for the Colony Theatre with the following changes:
1. The City annual contribution should be adjusted to $170,000 annually (with the Cultural
Affairs Endowment as an alternate funding source to cover an additional $70,000, should
no other source be identified),
2. The City to cover utility costs at the Colony Theatre; and
WHEREAS, the Administration has modified the Management Agreement to reflect the
Finance Committee's recommendation from July 22, 2016, and recommends the City provide
Miami New Drama with a contribution toward utilities equal to the amount incurred in the current
fiscal year, which are projected to be $80,000, with all costs in excess of $80,000 to be the
responsibility of Miami New Drama; and
WHEREAS, the Management Agreement is attached as Exhibit A to the Commission
Memorandum accompanying this Resolution; and
WHEREAS, the Strategic and Operational Plan presented by Miami New Drama is
attached as Exhibit 8 to the Commission Memorandum accompanying this Resolution and, as
noted in the budget proposal; and
NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CITY
COMMISSION OF THE CITY OF M�IIAMI BEACH, FLORIDA accept the written recommendation
of the City Manager (as set forth in the City Commission memorandum accompanying this
Resolution) and waiving, by 5nth vote, the competitive bidding requirement, finding such waiver to
be in the best interest of the city, and approving, in substantial form, the attached agreement
between the City and Miami Theater Hub, Inc ("Miami New Drama") for the operation,
management, maintenance, and promotion of the Colony Theatre; said agreement authorizing
annual funding in the amount of $170,000.00, subject to annual budget appropriation; having an
initial term of two (2) years, commencing on October 1, 2016, and ending on October 31, 2018,
with an option to extend the agreement at the City's sole discretion for up to one (1) additional five
(5) year term, and one (1) additional three (3) year term.
Page 849 of 2938
PASSED and ADOPTED this 14b' day of September, 2016.
ATTEST:
Zvlqlzzlf�-
Rafael E. Granado, City Clerk
12b
Page 850 of 2938
APPROM AS TO
FORM ' _ CAMg
CAI a•
W4T.Imi : ■
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM. Jimmy L. Morales, City Manager
DATE: September 14, 2016
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION OF
THE CITY MANAGER (AS SET FORTH IN THE CITY COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION)AND WAIVING, BY 5/7TH
VOTE, THE COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER
TO BE IN THE BEST INTEREST OF THE CITY, AND APPROVING, IN
SUBSTANTIAL FORM, THE ATTACHED AGREEMENT BETWEEN THE CITY AND
MIAMI THEATER HUB, INC. ("MIAMI NEW DRAMA") FOR THE OPERATION,
MANAGEMENT, MAINTENANCE, AND PROMOTION OF THE COLONY
THEATRE; SAID AGREEMENT AUTHORIZING ANNUAL FUNDING IN THE
AMOUNT OF $170,000.00, SUBJECT TO ANNUAL BUDGET APPROPRIATION;
HAVING AN INITIAL TERM OF TWO (2) YEARS, COMMENCING ON OCTOBER
1, 2016, AND ENDING, ON OCTOBER 31, 2018, WITH AN OPTION TO EXTEND
THE AGREEMENT, AT THE CITY'S SOLE DISCRETION, FOR UP TO ONE (1)
ADDITIONAL FIVE (5) YEAR TERM, AND ONE (I) ADDITIONAL THREE (3) YEAR
TERM.
RECOMMENDATION
City Administration recommends in favor of terms and conditions of the proposed Management
Agreement and recommends the Mayor and City C) rnission adopt the attached resolution.
BACKGROUND
The CAC has long lamented the dearth of live drama in Miami Beach. The City is home to the
region's major ballet company, orchestra, an fair and museum; live theater is the missing
component of the well-rounded cultural personality that sets Miami Beach apart from the rest of
the region. In assessing the need for theater, the CAC has strongly recommended that the
management of the Colony be transferred to a professional resident theater company that would
present a specific number of its own extended -run productions each year, while still making the
theater available and affordable to its current stable of non-profit users. Given time to cultivate
an audience, the Colony's resident company could become the leading regional theater of the
area, filling the gap in our current cultural landscape. South Florida has not had a nationally -
respected regional theater since the closing of the Coconut Grove Playhouse many years ago.
Global Spectrum took over management of the City's theaters on October 1, 2008. Since that
time, they have made improvements to operations, marketing, customer service, and capital.
However, the Colony Theater is operational for only 30% of the year, with regular event
attendance operating below 40%. The facility is currently operated as a rental venue with little
artistic oversight or curatorial method and has operated at a loss ranging from $30,000 to
$100,000 for the last several fiscal years.
Miami New Drama's inaugural production, The Golem of Havana, presented an alternative to
what the Colony Theater could be by producing the following results:
• More than 6500 people attended the show in its extended 5 week run breaking
every record for past productions at The Colony Theater
• 40% of the performances were completely sold out
• Average capacity was well over 70%
• The show garnered national attention and received rave reviews from The Miami
Herald, The Huffingtcn Post and Florida Theater on Stage, among others.
• Grossed over $250,000
• The highest grossing theater show in Miami's recent history
Under the direction of multiple -award winning director and playwright Moises Kauffman and
Michel Hausmann, Miami New Drama is a newly founded 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. The company presents world -
class relevant work by American, Latin American and international artists designed for the
intersections of Miami Beach's multicultural 215t century audience. By sharing work where
cultures dialogue and communities intersect, Miami New Drama aims to reach audiences as
diverse as the city itself.
Miami New Drama's productions include an eclectic mix of original plays, musicals, classics and
world premieres, including work commissioned specifically for Miami New Drama. These
productions will utilize a mix of the best local, national and intemational talent to incubate work
from scratch. Actors, directors and designers culled from the Miami community and beyond will
create work that reflects the best of Miami Beach, while highlighting some of the best theatrical
talent in the world_
P;r
At the December 9, 2015 Commission meeting, Commissioners Steinberg and Malakoff
referred a discussion of how to incentivize local theater in Miami Beach to both the Cultural Arts
Council (CAC) and the Finance and Citywide Projects Committee (FCPC). This discussion was
prompted by the announcement of a major new professional theater company, Miami New
Drama, under the direction of multiple -award winning director and playwright Moises Kauffman
and Michel Hausmann, and the challenges faced by its month -long run of The Golem of
Havana, which opened at the Colony Theater on January 16, 2016. The subject was discussed
at length by the CAC at its meeting on January 7, 2016. Since this time, Miami New Drama has
worked diligently with staff to develop a comprehensive strategic and operational plan that would
allow for a presenting and producing organization to manage the Colony Theater.
At the April 13, 2016 City Commission meeting, Commissioners Steinberg, Grieco, and
Malakoff sponsored another referral to both the CAC and FCPC to consider having Miami New
Drama manage the Colony Theater as a pilot program. On May 12, 2016, Mr. Hausmann
presented Miami New Drama's vision to the members of the CAC, who voted unanimously in
favor of the organization's proposal to oversee the artistic direction and operation of the Colony
Theater beginning FY 16-17. The Finance and Citywide Projects Committee (FCPC) met on
May 20, 2016 and recommended in support of the proposal, directed staff to negotiate a
Management Agreement that would include options for City funding and to return to the FCPC
with a draft of the agreement for review and consideration. On June 8, 2016, the City
Commission accepted the recommendation of the FCPC and staff negotiated a draft
Management Agreement Wth Miami New Drama.
The following key terms and conditions were presented to the FCPC on July 22, 2016:
• The City of Miami Beach shall provide funding to Miami New Drama in the amount
of $100,000 in quarterly installments, payable within fifteen (15) days following the end of
each Quarter
• The agreement shall be for an initial term of two (2) years, commencing on October
1, 2016 and ending on September 30, 2018. At its sole option and discretion, the City
may extend this agreement for up to one (1) additional five (5) year term, and one (1)
additional two (2) years and 364 day term,
• Mami New Drama will honor event rentals which have been booked prior to the date
of the execution of this Agreement and receive from the City all revenues from the
agreements. Miami New Drama shall also honor any rent waivers that have been
approved by Resolution of the Mayor and City Commission.
• Miami New Drama shall cause at least 75 events at the facility for each contract
year, serving more than 30,000 visitors per year
• Mami New Drama shall provide day-to-day operational and administrative services
in support of its management activities to ensure that the facility shall be operated,
managed and maintained in a first class manner, including but not limited to, acquisition of
services, equipment, supplies and facilities; maintenance and property management;
security; personnel management; record -keeping; collections and billing; and promotional
activities, including but not limited to public relations, social media and paid marketing
outreach.
• Miami New Drama shall provide quarterly reports to the City detailing event records
and programmatic plans, marketing and promotional activities, maintenance and capital
work, and operational/administrative budgets.
• The City remains responsible for maintenance of the major building systems (i.e.
HVAC, roof, plumbing, electrical, and elevator) and for long term building capital
improvements.
• Miami New Drama shall be responsible for the purchase of any equipment related
to the venue that needs to be replaced due to normal wear and tear.
On July 22, 2016, The FCPC recommended to move forward with the MIND Management
Agreement for the Colony Theatre with the following changes:
1 . The City annual contribution should be adjusted to $170,000 annually and
recommended using the Cultural Affairs Endowment as an alternate funding source to
cover the additional $70,000, should no other source be identified.
2. The City to cover utility costs at the Colony Theatre.
,,: :,..c .:.::
The Administration has modified the Management Agreement to reflect this directive. However,
with regard to the utility costs the Administration recommends the City provide MIND with a
contribution toward utilities equal to the amount incurred in the current fiscal year, which are
projected to be $80,000. All costs above $80,000 would be the responsibility of MIND. This
will provide MIND with an incentive to manage utility usage. Staff has discussed the utility
contribution with MIND and they have agreed to the Administration's recommendation. Further,
the Office of Management and Budget has identified that the $170,000 as well as the $80,000
for utilities can be funded from the Colony Fund. Additional terms and conditions can be found
in the attached draft Management Agreement (Exhibit A).
Also attached is the Strategic and Operational Plan presented by Miami New Drama (Exhibit B)
which provides the following:
• Company Overview
• Budgets
• Staff
• Maintenance
• Affiliations
• Management Support Documents
• Grant Support
• Public Relations/Marketing Plan
The CAC recommended that the management of the Colony be transferred to Miami New
Drama as a "pilot program." Miami New Drama will act as the resident professional theater
company, producing its own shows while continuing to make the theater available to its nonprofit
users, benefitting our residents and visitors while also promoting Miami Beach as an
intemational cultural destination. City Administration recommends in favor of terms and
conditions of the proposed Management Agreement.
KEY INTENDED OUTCOMES SUEEORTED
Improve Alliance With Key Business Sectors, Namely Hospitality, Arts, & International Business With
A Focus On Enhanced Culture, Entertainment, & Tourism
FINANCIAL INFORMATION
The City contribution to MIND will be $170,000 annually, plus the City is to cover utility costs at
the Colony Theatre. The Administration recommends the utility contribution be capped at
$80,000 annually.
Amount 1 170,000 Account 1 011.0383
Amount 2 90,000 Account 2 011.0383.000314 011.0383.000317
011.0383.000318
Total 260,000
Tourism, Culture, and Economic Development
Sponsor
Commissioners Steinberg, Malakoff, Vice -Mayor Grieco, & co-sponsor Commissioner Arcola
ATTACHMENTS:
Description
o MIND Colony Reso
o DRAFT MIND Colony Agreement
MANAGEMENTAGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
MIAMI TIEAILB RUIL INS D/B/A MIAMI NEW DRAMA
FOR THE MANAGEMENT OF THE COLONY THEATRE
THIS AGREEMENT, is made and executed as of this __ day of , 2016 ♦iEffective Date-{), by
and between the CITY OF MIAMI BEACH_fthe „CI Y_1, a - cipal corporation organized and
existing under the laws of the State of Florida, whose addre Convention Center Drive, Miami
Beach, Florida 33134--, and MIAMI 'THEATER H /A MIAMI NEW DRAMA*
frMIND�}, a Florida not -for -profit corporation, w ncipal ad 169 East Flagler Street, PH,
Miami, FL 33131-.
BACKGROUND
City is the owner of the C ' , locat at I D40 Lincoln
Road, Miami Beach, Florida 33139- is 7ity-
'cularly described and depicted in
Exhibit "A" attached hereto and made a of I T
MIND is a Florida n -profit ( )3) arts on whMeks to showcase South Florida as
theater destination while same increase i onal awareness and cultural exchange through
the present . ter pl ' ludi t not limited to musicals, drama, classics and
world as rk ssion v for MIND.
At the D 9, 2015 Co ion, Comrrnssionera Steinberg and Malakoff referred fie
discussion,-e-' v local theater in Miami Beach to both the Cultural Arts
Counct3 (CAC) and itywide Projects Committee (FCPC).
The subject was discussed at Wgth by the CAC at its meeting on January 7, 2016. Since this time, Miami
New Drama has worked diligently with staff to develop a comprehensive strategic and operational plan
that would allow for a presenting and producing organization to manage the COLONY.
IAt the April 13, 2016 City Commission meeting, Commissioners Steinberg, Grieco; and Malakoff
sponsored another referral to both the CAC and FCPC to consider having Miami New Drama manage the
COLONY as a pilot program.
On May 12, 2016, Michel Hausmann on behalf of 'Niatni New Drama presented MINDiAmi tio%
Ptema's vision to the members of the CAC, who voted unanimously in favor of the organization's
proposal to oversee the artistic direction and operation of the Colony Theatre beginning Fisgal_Y"car Ui6-
ZQ17,
The FCPC met on May 20, 2016 to consider the pilot program. The FCPC recommended in support of
the proposal, directed staff to negotiate a Management Agreem would include options for City
funding and to return to the FCPC with a draft of the agrtem rw and consideration.
On June 8, 2016, the City Cormnission olution5 2016-29429 accepting the
recommendation of the Finance and Citywide Corsunittee, the Aedministration to
negotiate a management agreement with MIN to become the
resident company and venue manager for the Colony _ aj&t program.
On c City
MIND f e F
Ci ires to engV
,
management for the the
NOW TAER 0
herein, and in considerat
parties hereto as follows:
No. approving an agreement with
MIND desires to accept the engagement, to provide
is and conditions set forth herein.
PInizing the aforestated recitals as true and correct and incorporating
mutual covenants and conditions herein contained, it is agreed by the
SECTION 1. S&MO N:-lr. nitions.
For purposes of this Agreement, the following tams have the meanings referred to in this
Section 1:
12
"Affiliate" — an entity that directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with, a specified entity. For purposes of this
definition, "control" means ownership of equity securities or other ownership interests which represent
more than_ 51 % of the voting power in the controlled entity.
-- ---'C as defined in the first paragraph of this Agreement.
'City Commission" -- the governing and legislative of the City.
"City Hanauer' — the chief executive officer ity or such person as may Diom time
to time be authorized in writing by sueb administrative t to act -m/her with respect to any or all
matters pertaining to this Agreement. The it uinci: & OTIMes of Ns Agreement sWl
"Contract Year" — each
Commission and
Agreement. _�
typically 14
Performance
connection with the o
(including production
facility.
defined in
October I st, and ending September
has been approved by the City
date as defined in the first paragraph of this
ve a scheduled beginning and ending time,
to "Series" (as such term is hereafter defined")_ -each
0'i nstitutelin Events Shog.
any and all expenses incurred of payments made by MIND in
Event at the Facility, including, but not limited to, costs for staffing
and other Event staff) and costs rclanng to set-up and clean-up within the
"Fmisation Date" -- as defined in Section 2
'Facility" — as defined in the Background Section of this Agreement and as depicted in
Exhibit A hereto.
"Facility Rentals' -- temporary use of the Facility at specific interval of time pre-
3
determined and agreed upon by MIND.
"Fiscal Year" -- each one year period beginning October I st and ending September 3M.
'Governmental Requirements' -- all laws, ordinances, rules, regulations, statutes, policies and
procedures (including administrative guidelines), and other legal requirements of any governmental body
or authority or any agency thereof (including, without limitation, federal, State, County, and municipal).
`Net Qperatign Loss/ProfiC — with respect seal Year, the excess, if any, of
Operating Expenses for such Fiscal Year over Operating
loss, and the excess, if any, of Operating Revenues fo
Fiscal Year, in the case of a profit.
.Open_ung Ex2om. — any
nature incurred, directly or indirecON
managing the Facility, including, but n
base salaries, bonuses, severance and
Imaterials, u[llities, costs iris
the Facility as requi this
janitorial and cleaning ,
atstouata ex to pr
professi la t
Ex tage and osts,
telephone and tel cal
settlement c ty ex
� policl cost of
such Fiscal Year, in the case of a
Operating Expenses for such
whatever kind or
insuring and
nsation and related expenses (e.g.,
efits and related costs, supplies,
icing, all costs of maintaining
relations costs and cormnissions,
and membership costs,
'AMad licenses,, sales taxes imposed upon rentals,
f Facility, printing and stationery costs, Evens
st ren M computer egwpnxmi leases and line charges,
ces, artist and talent fees, costs, and expenses, show
entertaiement expenses in accordance with M it
uniforms, safety and medical expenses, exterminator costs,
costs relating to the f signage inventory and systems, the cost of compliance with
Governmental Require meaMoWlemiums for insurance carried by MIND pursuant to Section 14, and all
odw coam of operating the Facility. Operating Expenses shrill not, however, include any costs of
litigation between City and MIND, or any other costs that are specified in this Agreement as costs to be
paid by City. All Operating Expenses shall be determined in accordance with generally accepted
accounting principles consisten* applwd and r+ecogniud on a full accrual basis.
'Qpmtiu Reve>4 a` — any and all revenues of every kind or nature derived from
operating, managing or promoting the Facility, including, but not lismted to: dcket salts. concession foes,
4
rentals, revenues from merchandise sales, advertising sales, equipment rentals, box office revenues, food
service and concession revenues (however, if such revenues arc collected in the first instance by and
retained by the concessionaire, only the amount of such revenues paid by the concessionaire to the
Facility shall be included as Operating Revenues), commissions or other revenues from decoration and
set-up, security and other subcontractors (however, if such revenues are collected in the first instance by
and retained by such subcontractors, only the amount of such revenues paid by such contractors to the
Facility shall be included as Operating Revenues), miscellaneous operating revenues, revenues generated
from separate agreements with MIND Affiliates, including but to rentals and co -producers of
events, -pertaining to the Facility, and interest revenues, all ed in accordance with generally
accepted accounting principles and recognized on a full For the sake of clarity, the parties
acknowledge that tQ the, Castettt that revenues from a of tic Events at the Facility are
negotiated , enues of the pro d/or performer of each
such Event_ such stile of tickets will not be tons O4e_rA1in�Revenues, Facility rental fee
behalf of a promoter and/or perfo::01th
MIND collects the rental charges
for use of the Facility, which such ch,
Operating Revenues
charges with respecteFaci%lity
which are specifically
A
elements, but c1Wcharactcnzeqft a
15
To the ext ollects suchsale revenue on
ket salt 1 be the source o ds from which
bursem by the promoter and/or performer
d is Operating Revenues hereunder.
cl any v parking or any other puking
s an inclu revenues from sponsorships, all of
as defined in Section 2.
I", April 1"and July I" of each Fiscal Year.
which may or may not involve the same production
theme and schedule
.M IbD` — aiiftned in tt jxt paragraph of this Agreement.
+.-2-2j` This Agreement shall be for an initial term of two (2) yearn,
commencing on October 1, 2016 (Commencement Date), and ending on the September 30,
2018 (Expiration Date) [the "Initial Term"), unless earlier terminated pursuant to the
provisions of this Agreement.
T��� r
7 .•'��. 1.:.
' ? 'Renewal Term�si. At its sole option and discretion, the City may extend
this Agreement fat up to one (1) additional fi%a (5) year terms, and one (1) additional two (2)
years and 364 day term, ( a Renewal Term), by providing MIND with not less than 365 days
prior wntten notice prior to the Expiration Date.
4-5-2 3. 2?--t s:oiwithstanding anything in this S , in the event before the end of the
Initial Terin or any of the Renewal Tens-, not to renew the Agreement, it
shall provide the City Manager with wri�nce of its r not to renew at least 365 days
prior to the Expiration Date.
FACILITY!
The Facility subject to this Agreent11100� be those fa-dWand spaces more spcTifically described
in Exhibit `C."
MANAGEMENT OF THE
COLO '
I t ges D to operate, manage, maintain, promote and
ility the n and conditions hereinafter set forth.
4 acc the engagement and agrees to operate, manage,
to and tna F n a manner consistent with other similar facilities. Subject
to of this t, D shall be, as agent for the City, the sole and exclusive
[Dana the City , manage, maintain, promote and market the Facility d *
the Term. iM except as otherwise expressly reserved under this Agreemxnt to
the City, and/ i for such matters as are subject to the approval of the City or City
Manager, MIND shall have exclusive authority over the management and operation of the
IFacility and all activities therein, subject to subsections 4.3, 4.4 and 4.5 hereof_
1.3. PMMitpW Uses, MIND shall use the Facility solely and exclusivelyprimarily as a
veeaeR&� ' for its not -for -profit cultural presentation company. The Facility
shall be used primarily as venue for top-quality cultuual entermitmtent wtuch may include
live Berformances or pre-recorded pLgMtsfiM. Notwithstanding the foregoing and
%1:..
I pursuant to Section 5.4 of this Agreement„ tThe+entieFacility may also be used as a live
I theatrical entertainment venue and public auditorium, or any combination thereof, and for
such ancillary uses as arc customarily related to such primary use, including, without
limitation, broadcasting, recording, filming, private parties or functions, summer and winter
children's theater camps. in each case in con iunction with an Event or rental function then
being held; and sale of merchandise related_14o any Event then being held. 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 paying the applicable parking
charges. Such uses shall include only the foll nce venue. Evens f ca dity.
AA. —No other uses shall be pe wt prior approval of the City Manager,
which app granted i so scretion. Any such other use
which th Mena v:cm
ever, cordancc with (1) the Articles of
Incorporatio other er of MIND; (ii) all laws and regulations applicable
fit liNGovernmental Requirements; and (iv) all ad
alorem t prop peer 196, Florida Statutes.
4.5, �od Uses. t�nd agreed that the Facility shall be used by MIND during
the only for purposes in subsection 4.3, and for no other purposes or uses
whats7co#*rs=cction
thos written permission of the City Manager. Notwithstanding
scyth4.3, or any other tarn or condition of this Agmrnent: (l)
MIND or permit any use of the Facility that, directly or indirectly, is forbidden
by any Governucrital Requirement, or that may be dmgerous to life, limb or property; and
(2) MIND may not conitnit waste on the Facility, use the Facility for any illegal purpose,
commit a nuisance on the Facility, or allow any toxic, hazardous or dangerous substa= to
be brought into the Facility or stored therein (other than small quantities of materials
customarily used in the operation of a live theattical performance and production venue,
which shall be used and stored in compliance with applicable law), In the event that MIND
17
uses the Facility for any purposes not expressly permitted herein, then the City through its
City Manager may declare this Agreement in default and, in addition to all other remedies
available to City, restrain such irnproper use by injunction or other legal action, will) or
} without notice to MIND.
46 Cessation/Susyension of ARpro�ed Use(s) and/or Business Activi ies),
Notwithstanding anything contained in this Agreement, and except for the Permitted Uses
expressly set forth in subeec6on, 4.3 and in the cve9AP another particular uses) and/or
business activity(ies) has(ve) been approved by Manager, and the City Manager
thereafter, upon reasonable inquiry, determi ontinuation of such use(s) and/or
activity(ies) is{arc), or may be, inconsist trary to, S
iaxntalto the Permitted
Uses set forth in this Agreement, an the health, safetywelfare of the residents
of and visitors to the City of Miam) , then the City n thirty (30) days
prior written notice to MIND of same, k&end, and/or . e disallow the
objectionable uses(s) a=M
desist in providing, and/or 81
the time period and in the
V ND shall imm6hatety cease and
and/or business activity(ies) within
kity, subject to such additional
Manager, in his/her sole and
furnish management services, personnel, and systems and
tte MWessary to operate, manage, supervise, ma)ntarn, promote
a manner consistent with the operations, management, promotions
first-class facilities.
In order to
ensure the continuous operation of the Facility, and comnxglcing on the October 1, 2016
MIND shall cause at least -tytf-75 Events to be held at the Facility for each Contract Year
(and proportionately for any partial Contract Year) during the Term. The aforesaid 150
Events shall be calculated by counting each separate Event in a Series.
a MIND shall cause the Facility to be available to open on a year round basis, subject to
closures for reasonable periods for rehearsal, set design, repairs, maintenance and
ftowa*aw
alterations. All Events and all uses shall conclude pnor to 20) a.m. unless otherwise
approved by the City Manager, in %Titing: provided, howmer, that MIND's employees
and/or contractors may be permitted to remain at the Facility beyond 2:00 a.m. in the
event that same is necessary for purposes of taking down and/or dismantling a production,
cleaning the Facility after a performance, etc., so long as MTND's activities at the Facility
during this now do not disrupt and/or negatively impact the surround►ng neighborhood. In
the event of such disruption, the City Manager and/or his/her designee shall have the right
to either strictly enforce the hours of operation, ose r�casonable guidelines upon
MIND as a condition to keeping the Facility r the aforestated purposes (beyond
2:00 a.m.)
64-5.3,—Booking Policio. 7
will be used by MIND
am from
and acknowledge -that the Facility
events, but that MIND may
consistent with the
MIND shall have the sole
Facility and Events requiring
to book any type or category of events for
k ordinances and regulations. MIND shall
ape'Wcategory of Events (or specific Event) that are
reasonably determined by MIND, or which may in
to day activities of area residents and businesses.
f preceding, or any other term or condition of this
Manager shall have the right to prohibit certain Events or
I at the Fadlity, upon the City Manager's reasonable
determination that such Event or use might present unreasonable safety
concerns, or violate (or otherwise not comply with) Governmental
Requirements. Notice of any such determination shall be sent by written notice to
MIND within thirty (30) days after the City Manager has received the quarterly
booking report fi-om MIND that specifies the potential Event.
19
z
a. -Attached hereto as Exhibit "F-" is a list of Events or rentals which have been booked
prior to the dace of execution of this Agreement. MIND shall honor all such bookings and
shall receive from City, or its agents, all revenues lTom the agrecrrncnts that have already
been paid and shall receive all remaining revenues under the agreements. MIND shall
also honor any rent waivers that have been approved by Resolution of the Mayor and City
Commission of the City.
44-5.4_ St=ific Services. Without limiting the generality of
of the following services, all without the necessity
where otherwise expressly required is this A
by MIND in a manner consistent with t
class facilihes:_employ, supervise, tall em
the provisions of this Agreement. loyces an
and/or subcontractors of MIND, its A or
be solely responsible fo ng that the
qualified personnel its res
)rcgoing, MIND shall perform all
obtaining City's approval (except
d all of which shall be performed
Sand
�mnn
on of other similar first
elcottsiatent with
shall be employees
City. MIND shall
competent,
Agreement;
e'% day to day maintenance and
rand all negotiations, renewals and
and enforce contractual agreements
Stiate,x its as agent for the City, deliver and administa any and all
ccup a ts, sponsorship agreements (excluding aaane-in-title
yenta oemews, booking commitments. concession agreements (excluding
fooortcemions and valet parking agreements), supplier agreements,
sertschiding, wWxxd nictitation, con mts for cleaxtrng, decorating and set-
up, general maintenmwe stage egtupmeat, ; "staffing and personnel needs. including guards
and ushers, telephone. r xtertnumuon and other services which arc accessary or
appropriate, and all other contracts and agreements in connection with the management,
maintenance, promotion and operation of the Facility; provided that (1) if any such
license, agreement, commitment or contract has a term that extends beyond the remaining
Tenn, such license, agreement, commitment or contract shaU provide that it is
automatically assigned to City as of the cxph ion or termination date of this Agreement
Alwoffawmily
and that the City Manager may tenninate any such agreement without payment thercaflcr
at any time upon not less than ten (10) days written notice; (2) MIND shall have the sole
authonty to approve the scheduling of any Event to be held at the Facility, subject to the
limitations and requirements of this Agreement; and (3) any contract entered into between
MIND and a subsidiary andior Affiliate company shall be at terms and for prices
customarily charged by such subsidiary and/or Affiliate company for comparable goods
and services elsewhere at rates that are competitive within the industry.
C. maintain the Facility (excluding all s cents thereof and all electrical,
HVAC, life safety, mechanical, plumU . a evator cr systems and equipment),
which shall be maintained by the a good and clean tion consistent with other
similar first class facilities and a lane with all Go W Requirements,
ordinary wear and tear, and casualty ex Mainten risibility shall
include, without limi evcntativc y and all other maintenance and as
required in Exhibit "C" nt (e "City of Miami Beach Minimum
Specifications for Mainten f the ") and shall keep on -site maintenance
all of which shall be
shall submit to City
I maintenance wort(
ty's Tourism, Culture
1 of an annual City
review.
cL_rrnt, lease, or purchase all equipment and maintenance supplies necessary oar appropriate
for the day -today operation and maiuteaance of the Facility,
IsS,_estabItsh and adjust prices, rates and rate schedules for the aforesaid lice nsM agroen=ts
and contracts, and any other commitments relating to the Facility to be negotiated by
MIND in the course of its management, operation, booking and promotion of [lie Facil ,
provided, however, that MIND shall, on or betorc the Commencement Date, submit its
I proposed initial rates and rate schedule to the City Manager for his/her review and %kTittyn
approval (which review/approval shall not be unreasonably withheld, conditioned or
delayed). 9FW, fThemfler MMD shall consult with the City Manager about any
adjustments to the rates and rate schedules at the Facility to be made by MMD, and
similarly sccurc the City Manager's written approval (which review/approval shall riot be
unreasonably withheld conditioned cHr de eel o MIND's implemeritation. of
same;
Aff-
12
f pay when due, all Operating Experms
g_after consultation with the City
the City Attorney or
the City, the
t to approval by
of which shall be
included as Operating uch le ons or proceedings necessary or
appropriate in connection co of the (using legal counsel approved
by the , inclu wi t ollect charges, rents or other
reven to the or to hate or r damages under, any license, use,
concess"
advertiser, or
on agr or the breach thereof ur default thereunder by any
sio at the Facility; institute on MIND!k own
for City consultation or approval of the City, the costs of
Operating Expenses, such legal actions or proceedings
Re ection with the operation of the Facility, including
ollect charges, rents or other revenues due to the City or MIND or
3r sue for damages under, any license, use, adver6semm t or
for the breach thereof or default thereunder by any licensec, user,
maire at the Facility,
hj,_mzinta.ia a master set of all Event records, booking records and schedules for the Facility
(which shall be available for inspection by the City Manager upon request);
i^provide day-to-day administrative services in support of its management activities to
ftVWWPSW
ensure that the Facility shall be operated, managed, and maintained and performed in a
first class manner consistent with similar first class facilities including, but not limited to,
acquisition of services, equipment, supplies and facilities: maintenance and property
management; personnel management; record -keeping: collections and billing; and similar
services;
ej_engage in advertising, solicitation, and pi
market the Facility and Events, and manage
Any marketing materials created for the Fa4
MIND. In connection with its
required to use the logo and brand
as approved by the City Manager;
tract as a collection agent
rentals of the Facility and
-tivities necessary to effectively
I media platforms for the Facility.
gC and wl'ITWin the exclusive property of
under the t is Agreement, MIND is
of the City of Miami and of the Facility,
as required from far -profit facility
sates taxes;
OW by the City Manager, MIND shall not license or allow the
he IVto other than short-term users (i.e., less than sixty (60)
�D shall require that all users of the Facility provide certificates of
appropriate insurance and any other insurance required by the
: or occupancy agreement. Copies of these c ertificato shall be
furnished to 01tity Managet prior to any Event or use. Sueb insurance shall be kept in
force at all times by all licences, users, lessees and concessionaires. All liability policies
shall name the City and MIND as additional in�. MIND shall also require all users
of the Facility to execute (among the terms of the license or occupancy agreement) an
agreement to indemnify, defend and hold harmless the City. MIND standard license or
occupancy agreement shall, at a minimum, include the imuraace and indemnity
requiretnerits contained herein; shall further be subject to the prior review and approval of
1 13
the City Manager and City Attorncy's Office; and - if and when approved - shall be
attached as Exhibit "D" hereto.
n. _MIND acknowledges the City has entered into a Lease with Colony Theater Cafd, Inc
td-. b- a Segafredo) ( 5gafredo) for the 769 sqa fit restaurant/caf6 space, 296 stdQ, A&
in the Colony Theatre lobby for use of the food and beverage concession and storage area,
and 306 sgsg_ -ft_k adjacent to the Colony Theatre building for a dumpster/storage area
"Scgpfjedo Lease") —MIND also acknowledges Wgafiedo owns and maintains a
liquor liceuse in connection with fet-th fr Lease. In exchange for
operating the Concession stand is the
pay 50% of the water consumption of
invoiced by the City, and may usi
for when a S9how is in
day other
the IM of the
Nubby, Segafredo is rtsponsiblc a,
'lding on a monthly basis, as
Lin the T lobby at all times except
TOWE CITY FOR USE OF THE
MIND shall pay City an annual Use Fee for
consideration for MIND's investments of
aid improvements.
le annually, commencing on the Commencement Date and
day of each Contract Year. If the Commencement Date occurs on a
first day of a calendar month, the first Contract Year shall include the
partial smooth as whicb the Commencement Date occws and the following twelve (12)
calendar months. The Base Use Fee (and all other amounts due hereunder) shad be paid
to City in legal trader of the United States of America at the following address: Tourism,
Culture, and Economic Development Department, 1700 Convention Center Drive, Miami
Beach, Florida 33139; or at such other place that City may from time to time designate by
notice in writing.
14
1 15
76.2. Additional Fees and Cbaae. In addition to the Base Use Fee as set forth in subsection 6. I.
MIND shalt also be responsible for payment of the following Additional Fees and Charges-
y Qpttwg tx ern . MIND shall pay all costs and expenses related to Operating Expenses.
MIND hereby irrevocably and unconditionally guarantees to the City that Operating
Revenues shall at all times be sufficient to pay as and when due all Operating Expenses and
any and all other amounts that MIND is obligated tg& pursuant to this Agreemrnt, and
further covenants and agrees that if at any time
pay all of the foregoing amounts, as and w,
difference from MIND's own fiords. ThuAlbs
even apply if Operating Revenues
contemplated by the parties or for
section b shall survive any termination or
6.4. Notwithstanding
Improvements or
-4-b.f. Saks 1'ax.
handle any
insufficient Operating Revenues to
" shall immediately pay the
and unconditional and shall
led S
or circumstances not
'Ics' coprovisions of this
s Agre
sponsible for p ying for capital
ids sums for applicable sales and
kal law, concurrent with and to the
with any payment due hereunder by MIND.
HT'S RESERVED TO CITY
Ic
"Yes, contractors and employees of the City shall have the rigM
Facility to inspect same, to observe the performance of MIND of
Agreement, to install, remove, adjust, repair, replace or otherwise
utility lines, or other natters in, on, or about the Facility, or to do any
act or thing which the City may be obligated or have the right to do wmk:r this Agreement_
Nothing contained in this subparagraph is intended or shall be construed to limit any Gd=
rights of the City under this Agreement. The City shall not unreasonably interfere with the
activities of MIND hereunder, and the City's actions shall be conducted such that disruption
of MIND work shall be kept to a tninimum and there :hall be no disruption of any Event by
City (the City's actions in its proprietary capacity of the foregoing, shall not diminish any
ftP fM Cd er
rights of City in its governmental capacity)
44-.8.2. Signaitc The following provisions shall govern the name -in -title rights, intcr.or naming
rights, and the related signage rights with respect to the Facility.
+ —Exterior Marquee messaging will be controlled by MIND and will list events taking place
Ij within the Facility. MIND shall include City guested inr_ili� inj_orm4tion mosamm at no
cog to the it whcre such public informfion messAs do got i unit PI interfem
t F ill_A� event
1 =
MIND shall provide, at its sole ex respons any required signs within the
I Facility. All signage shad be approv City M� ug, !1 be in accordance with
1 all applicable Municipal, County, Sta Federal laws and re s. Any signage shall
be subject to the prior approval of the C size, shape ment of same.
Notwithstanding the
name ofIWaeility
must be avvfflWbv a
ission's consent and approval,
if MIND socks to change the
and any such name change
of the ewCommission,
shall be enticed to all permanent (meaning
or a specific ch 1P lounge together with a duration in excess of twelve (12)
interior st ( oceeds derived therefrom shall be Operating Revenues);
pro however, the names affixed thereon (including, without limitation, any
spo es) ect to the City Manager's prior written approval, which shall not
b1- ld, conditioned or delayed. In no event may any such signage
inchuk the of any company selling the following types of products {"Prohibited
Names'): guns, tobacco or sexual products.
Nothing contained herein shall preclude MIND from allowing sponsm 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.
4-;3-8.4. Geaeral Roam All signage (whether interior, exterior, permanent and/or temporary)
1 16
shall comply with all applicable Governmcntal Rcquirements, and shall be maintained by
MIND in good condition.
SEG4110N IUYSECTION 9. S£C:FVONAi ._ 1�IITED Fl1Np1NG BY CITY.
9,1 —During the first Contract Year of the initial term of this Agreement (From October 1,
2016 through September 30, 2017), the City shall provide funding to MIND, in the amount
of $44W170,0W,00 ("City's Contributions)"), payable in quarterly installttxnts within
fifteen (15) days following the end of each Quarter, Ibbe first payment, in the arnount of
S4224-5400.00, due'dae October 15, 2016, S
42,"- S'14()0.00 due on April 15, 2017, and
submit an invoice for each payment c City
corresponding reports due for that
condition payment of the City
Agreement, including, without limitation,
Agrecment. Thercafter, s&,ounding
shall provide a City
of
Terms W=ted, at thMe option
an
Quartet The
00 due on January 15, 2017,
'ue on July 15,2017. MIND shall
ibution and also submit the
providing the req
mxi&t forth to
its sole discretion, may
reports under this
hfi 5 and 12 of this
1 at the City's SOTC gplthe City
$17()W,000.00 annually, Rayale
Terms (should said Renewal
operation of the Facility.
• ...i rL• .'F.9 a • r ,� :rry` 1 • t I 1 I • { •5, •�i . 1 y
J r • ijr r :r! 1� • �. / 1 ��^ :� r. • • 1 .•lid • :71
• f 1 �. rr•r�:�
•
, ':1!11 :.'lf'a
•j1 {'
• • 1�:
1.�� 1 Iyl _
,, . • •r- .
• /�1_y� 1
/
►..!� �r{' / �►
•a-.:•
on
:milt,
:1
. • r .: 111
r._r • r.' mprovalsfor
. 1e
c_.
17
for comcntence, shall be prorated accordin
I 9.4 —Except as set forth in this Section 9, and other costs which the City has expressly agreed to
I pay under the terms of this Agreement, the City will have no other finding or other payment
obligations with respect to the Facility or its Operating Expenses or its operations.
Additionally, MIND and City have entered into this Agreement with the expectation and
belief that, as of the Effective Date, no governmental body will impose any ad valorem taxes
upon the Facility nor any sales. income, excise er taxes. Notwithstanding the
preceding sentence, the City makes no rely to MIND, —either expressed or
imp lied, imolicd that any or all of such taxes of be imposed at any time during
the Term of the Agreemem. 6
A_5. Community Benefit Fund. The Cam Benefit Fund at the J Gleason Theater was
established by Resolution No. 83-17447 t i ted show to senior citizen
and student residents. It by a S 1. arge on each ticket sold. The fund's
purpose was further deft lution -20454 to "present and promote
performances, programs, sho Mt t at re prices or free admission for the
residents ach." Feb 16, City Comu►issioa adopted
Rcsoluti 2016- 7, whic a rent cr grant program for the Colony
Theatre th f the Cc ity Benefit Fund. The rental fee waiver grant
r the c to incentivize live theater in Miami Beach.
rants rofit I fees for up to four days per week, and are
vailable only ive is productions. Dance, music, stand-up comedy, cabaret,
ue and fil enin of eligible for this grant. Grants will be administered by
the Sm Cul d Economic Development Department following review and
.on by iatru Beach Cultural Arts Council.
a MIND agree continue to honor the COMMMA F nefit Eund rent waiver araut
igomMallow City to mto the FwAipy fbr twelve (12) Events per Con tragoaWWw 1year.
MIND agrees that the rental charge for each of the 12 rentals paid by the City under this
program shall be fixed at for the entire Term. The City resmes the right to
discontinue such rent waiver grant program in the event that revenues become inadequate
to subsidize the program, or for any reason in the City's sole and absolute discretion.
1 18
SECTION 16S£CTION 10, 616GTN 10, RECEIPTS AND DISBURSEMENTS
44-a 1011. MIND shall establish and maintain in one or more depositories, one or more
operating, payroll and other bank accounts for the operation and management of the Facility,
as MIND shall determine. All Operating Revenues collected by MIND from the operation of
the Facility shall be deposited into the accounts and all Operating Expenses shall be paid by
MIND as agent for the City from the accounts. Any amounts remaining in the operating
accounts upon expiration or termination of this A for any reason, after payment of
all other amounts that MIND is required to pay eemeot-AgMg incJu MS
MIND in men of the proratedt LWIlligh the_-da termination, shall
be promptly paid to MIND. NotwiqNffA n is termirmt
by the City for caww. any excess ror is WN01111100C Daid to MRD in
connection with the Citv's Contribution ' 's -Anal Utility ibutim shall be
TE MA NANCE, AND REPAIRS.
444-11.1. MIN no a any rm M or alternations (collectively
"Alterati the F ty withou City Manager's prior written consent. A The
of all Alterations made by
ly by own funds and shall not constiturc Operating
Expenses, agreed t y the City under the category —of Capital
rovements The City Manager shall not unreasonably withhold,
co n or delay r cons t to any Alterations except that the City Manager may
wi in sole and absolute discretion, with respect to any Altuations that
change th ements or life-saving systems or that affect the exterior of the
Facility; N ding anything to the contrary, however, MIND shall not under any
rircumstanm be permitted to make any Aherations that: (i) affect the structural portions of
the Facility, or (ii) fail to comply with any applicable Governmental Requirements; or (iii)
interfere in any material manner with the proper functioning of any mechanical, electrical,
plumbing. HVAC, life safety or other systems, facilities or equipment of the Facility.
! I.2 Notwithstanding the maintertaace re Rg@AibiWcs as set forth
ipSection 5.4 and Section l 1, it is understood by the parties hereto that MIND shall not be
19
1 20
responsible, nor required to pay for- zany-e Owf-eosts related to Caapital_ l+mprovements_-f*
infrastructure, and its related scheduled mainten c fined
i iimed ie plumbing and sewer lines, major electrical, structural. storm. HVAC, roof, jtgb
anv and all fire safety cauipment and fixtures. and exterior restoration (collectively "Capital
Improvements" ete+with regard to the Facility. C;ly is specifically not respottsiWe for any
glazing including exterior windows. interior paint, drywall, dgors, locks. fixtures such
lig.htip¢and plumbing fixture. My bk*non-durables, utility meters, tile. decorative
MIND -
a MIND warrants and represents to C prior Effective Date. MIND has
inspected the Facility, and MIND accepts the Facilt -is, where -is and with all
faults" and except where required s, rules, and regulatio e City; Miami -Dade
County; the State of Florida; turd the nt now in f r hereafter to be
adopted, is under no to impro or make any Capi al Improvements.
Before the commenceme s agree City shall ensure all equipment,
bathroom, plumbing, HVA ex , Eire equiprwnt and fixtures, are in
working �t the buil is le
jj MIND sI1
MIND and
red
cause to
Su
Altera� performed by, through or under
wned such Alterations in compliance with all
rnstances shall MIND make any Alterations
es including, without limitation, asbestos -
I into the Facility. Any request for City Manager's consent
ough or under MIND shall be made in writing and shall
materials describing the work in detail reasonably satisfactory
to City 1 Ild that architectural plans shall not be reW red unless required for
the issuance g permit. City Manager shall provide or deny consent within twerny
(20) business der !lowing receipt of MIND written request, the failure to provide or deny
conncnt within such twenty (20) business day period shall be doomed a consent. Should the
work proposed by MIND wid consented to by City Manager modify the basic floor plan of
the Facility and the building permit tlltep wjbLr fots requitz architectural plans, then MIND
shall, at its expense, furnish City with as -built drawings and CAD disks for such work.
Unless City Manager otherwise agrees in writing, all Alterations made or affixed to the
Facility (exchbding moveable trade fixtures, equipment, personal property and fumiture)
ftjPRBW
(including without limitation, all upgrades constructed pursuant to subparagraph (b)), shall
became the property of City and shall be surrendered with the Facility at the expiration or
termination of this Agreement. With respect to Alterations costing in excess of $200,W0
City Manager may require MIND to obtain a payment bond for the work
1 11.4. Maint0ancg._ Exceat as pro%ided for in Section 11,2. MIND shall, at its sole cost and
t expense, have sole responsibility for basic maint be performed on a regular basis
on all facilities, improvements, and facilities ics infrastructure equipment at the
Facility. Any and all repuirs or repiac:c�tnefit is the responsibility of the City.
MIND shall, at its sole cost and ex d to the ction of the City, keep and
maintain the Facility, and all improv thereon, in good, and sanitary order. The
City 9haii, a; its sole eom and ex, -ve- !be Rg the
To that end, acknowNinbit
MIND herein
agrees to be bound by, maint artdards set f"C" to this
Agreement, entitled "City o h Minim ifications for Maintenji= of the
Colony." It is further unde s vide the City with a quartaly
maintc format t ppr ity agcr.
4 -own nal property included in the Agreement for
by rig erm he d and incorporated herein as Exhibition "E",
D hereby is iptarnt in its "as -is" condition, and without any warranty(ies)
at its sole and acquire and maintain all replacement and such other
equ t as may essary to maintain the Facility in a condition which satisfies those
mninte tandar t forth in Exhibit "C", but shall not have an obligation to improve
the conditi 1 property beyond the "as -is" condition in which it was accepted,
all of which noted on the inventory. MIND shall have the right, at the initial
inventory and at any point thereafter, to decline the use and responsibility for any personal
property not useful for its operation of the Facility, and may turn such pcmonal ptnperty over
to the City in the condition in which it wars atxepted_ The City shall have the right to
periodically take an inventory of any or all City -owned equipment at the Facility.
SECTION W,5ECTION IL N 1& RECORDS, AUDITS AND REPORTS.
21
12.1. Records and Audits. MIND shall keep full and accurate accounting books and records
relating to all Operating Revenues and Operating Expenses, all in accordance with generally
accepted accounting principles. MIND shall give the City such books and records during
reasonable business hours and upon reasonable advance notice. All books and records shall
be made available on -site at the Facility or electronically. MIND shall keep and preserve for
at least three (3) years following each Fiscal Year, or for as long as such records are required
to be retained pursuant to Florida Public Records i..aw (whichever is longer), all sales slips,
rental agreements, purchase order, sales books, credit
deposit slips, and other evidence of Operating
period. In addition, on or before 120 days fb1W
the City a line item (i.e., by categor'
Revenues (and profit or loss) for the fo
number of tickets sold and Events
accounting principles certified as
Financial Officer.
12.2. The City
operations for
;invoices, bank books or duplicate
and Operating Expenses for such
Fiscal. Year, MIND shall ftunish to
g Costs and Operating
I Year, and including the
generally accepted
kOfficer or Chief
fmm tone to time, to cm ise
to audit all of the books of
s, tickets and Events including,
card 'invoices, duplicate deposit tapes, and
oductinst such audit shall be considered an
king 3%October 1, 2016, MIND shall provide to the City on or
year, an annual management plan, which shall include the anmial
7psball
ent Fiscal Year but may not have a complete booking plan
atmuainclude information regarding MIND'S anticipated
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. MIND shall have the right from time to tithe to make
any changes it deems necessary or appropriate to any such annual plan so tong as the arimm
plan is consistent with MIND'S fulfillment of its obligations hereunder.
884-
22
12.4. Programmatic Plan. Accompanying MIND's proposed annual budget shall be the Facility
Programmatic Plan for the next fiscal year, detailing -,he then -known activities planned, and
the number of residents and visitors anticipated to be impacted.
12.5 Maior Capital Repairs Accompanying MIND'S proposed annual budget shall be a detailed
list of then -known major capital repairs anticipated for the Facility, which remain the sole
responsibility of the City.
12.6. MIND shall submit to the City, every Quarter, (I 5) days from the end of each
Quarter, commencing with the January, 20 detailed report ("Programmatic
Quarterly Report") setting forth the follo,in ormatio .
a. Event Records and Programmatic
i. A listing of Events hosted during io r, includi r of attendees
and the charge to for the even
ii. The Events schedul for the ng Quarter
iii. ijjyThe number acilr is, harge for said Facility Rentals,
incI Quarter Upe et.
b. g and Activt
i. }--- 'led pI d budget ting marketing and promotional efforts
mar materials, including social media campaigns,
p etin h c relations that ensure both the Miami Beach
coutm ida residents in general are aware of programs taking place
at the Facilt 1 should have proper use of City of Miami Beach logon
C. and Capital
i. mairdmiusce work performed during the previous Quwler,
inc�Nr
ii. i.. All maintenance work anticipated for the upcoming Quarter,
including cost
d. -- Staffing and Administration
�_t-----A detailed plan aid budget illustrating stafi'ing
SBCT'GIN MY -
Mffa "GTION W. INDEMNMCATION.
23
ftV 0110DARSW
+6 i.13.1. MIND shall indemnify, hold harmless and defend (with counsel apprrncd by the City
Attorney) the City, its officers, agents, servants and employees from and against any and all
claims. liabilities, demands, causes of action, costs and expenses (including reasonable
attornevs' fees at trial and all levels of appeal) of whatsoever kind or nature (" Clairm")
arising out of (i)qrrors gmission or ncgligcnt act or willful misconduct of MIND, .ys axenq
servants, contractors, or employees: (ii) any default by MIND under this Alacemenl; MIND
r (iii) any other claim arising,
directly or indirectly, from the operation or t of the Facility or any Event held
therein of rental vt use of the Facility; prov' a is expressly excluded from thr
foregoing obligations any CWms to the S& resulting gross negligence or willful
misconduct of the City, its offi is (excluding contractors (excluding
MIND) and employees or the use o ility by the City, its , agents (excluding
MIND), and employees, pursuant to Seeti
f 4*-.1-1 .2. 1n addition, MIND s hold h and defend the City, its officers,
I agents, servants and emp a st an demand or cause of action of
whatever ' aris t of duc MIND not included in the
paragrap the sub above hich ty, its officers agents, servants or
employees, eged liable. ubsection shall not apply, however, to any such
may o igence or willful misconduct of the City. its
fftcCMM se cmpl
4473-1 ptovisio this 13 shall survive expiration or ternunation of this
t.
. INSURANCE REQUIREMENTS.
4; 141. Before begs any work and throughout the term of the Agreement (including renewal
periods), MIND shall, at its sole cost and expense, comply with all insurance requirements of
the City. It is agreed by the parties that MIND shall not occupy the Demised Premises until
proof of the following insurance coverage have been reviewed and approved by the City's
Risk Manager. All insurance policies required below shall be issued by companies
authorized to do business under the laws of the State of Florida. Provider shall indicate that
insurance coverage has been obtained which meets the requirements as outlined below by
M 24
pop §?*Plsf�-
a.
b
f.
9.
25
submitting original certificates of insurance to the City's Risk Manager and Asset Manager
respectively
Worker's Compensation for all employees of the provider as required by Florida Statute
440 and Employer's Liability coverage in accordance with the Florida Statutory
requirements.
Commercial General Liability on a con
S 1,000,000 combined single limit per occ
arrd $2,,000.000 aggregatt'. City of Miami
with mTmt to this coverage.
Additionally Mind will be ins
Products (compl
Personal and adverbs
(Per it!
Fire
Medical.
Intentionally
s in an amount not less than
ily injury and property damage
shown as an additional insured
,000
SVOOO
OW
S
S 100,000
S 5,000
uran tten at a minimum of eighty (801/6) percent
nd t cost endorsemeriL covering all leasehold
Demised Premises by or on behelf of MIND and including
I personal property in the Demised Premises (including,
y, trade fixtures, floor coverings, furniture, and other property
the provisions of this Agreement).
The insurance coverage required shall include those classifications, as listed to standard
liability insurance manuals, which most nearly reflect tfie operations of the provider.
Any insurance coverage required above must include a waiver of subrogation in favor of
the City.
h. The company must be rated no less than "B-" as to management, and no less than "Class
V11" as to financial strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwiek, New Jcrscy, or its equivalent, subject to the approval of the
City Risk Management Division.
CERTIFICATE HOLDER MUST READ:
CITY OF M
1700 CONV
3rd FLOOR -
M 1A9i
4-- 14.2, Compliance with the foregoing
and obligation under this Okla
+4-4-14.3. City reserves the tight to
may deem11111111%&'n ai
E
relieve the
of this A
of his liability
requirements as the City
4� , The poiiei (erred to a shall not be subject to cancellation or changing
excep (30 written notice to City and then subject to the
pro the Ci ._Should MIND fail to obtain, amintain or
renew the po of i refemabove, in the requited amounts, the City may, at
le discreti n su urancc, and any sums expended by City in obtaining said
i shall be d by D to City, plus ten percent (10%) of the amount of
praw id to c tz City for its administrative costs. If MIND does not repay
City'$ exp fifteen (15) days of demand, the total sum owed shall accrue
intumt at the twtive percent (12%) until paid, and such failure &hall be dectned an
event of default hereunder_
SECTION 15. OWNERSE IP OF ASSETS.
+8-4-1 S. L 4tvnaWR. The ownership of the Facility and all buildings and real estate, all existing
(and replacements thereof) technical and oTce equipment and facilities, furniture, displays,
1 26
fixtures, vehicles and similar tangible property located at the Facility at the time of the
commencement of this agreement shall remain with the City. Any and all technical and
office equipment and facilities, futntture. displays, fixtures, vehicles and similar tangible
property purchased by MIND for use at the facility shall remain property of MIND,
Ownership of and title to all intellectual property rights of whatsoever value held in the
City's name shall remain in the name of the City. The ownership of data processing
programs and software owned by the City shad remain with the City, and the ownership of
data processing programs and software owned by M IND' s shall
remain with MIND. MIND shall- be granted on to use and have access to prior,
customer lists or similar materials developed r the use of the Facility d�bRg th--
cormpt is granted by the Cityership of equip ings, materials, or
fixtures not considered to be real property ND with .ng Revenues for
use at and for the Faci vest in automatically and lately upon
purchase or acquisition..
MwAioia !he peep" of 4 the described herein shall not be
pledged, liAlobbor ise d. Notwithstanding anything
to the c comajin this ai, any nafity, furnishings, and movable
equipment not am and integral to the operation of the Facility purchased
d 1 be sole property of MM. Ownership of and title
<tefials,
in p rights value related marketing and promotion$1
desr to ial media profiles, and web pages will remain the exclusive
of MIND.
ON 16. USE 8Y THE CITY
49,4_16.1. _Ttse City a right to use the Facility, or any part thereof, subject to availability,
for the beneW000rrinnuifty for such purposes including, but not limited to, meetings,
City -sponsored special events, receptions, and other purposes„ as deemed necessary by the
City Manager, in his/her sole and absolute discrctim without the payment of any rental or
Iuse fee, ucept that direct out-of-pocket expenses incurred in connection with such uses
shall be paid by the City.
I999PON 24,ZCTION 17, SECTION 17. ASSIGNMENT/MLET.
27
1 28
4+l7.1. Except as otherwise specifically provided in this Section 17, MIND may not voluntarily
or by operation of law, assign, encumber, pledge or otherwise transfer all or any part of
MIND's interest in this Agreement or subcontract its management duties hereunder without
the City's prior written consent, which may be granted or withheld in City's sole and
absolute discretion. Any attempt by MIND to assign all or any part of its interest and any
attempt to subcontract its management duties hereunder without first having obtained City's
prior written approval shall be void and of no force or effect. In the event of any assignment,
transfer, encumbrance or subcontract, MIND shalt-921—ertheless remain liable for all
obligadons hereunder and the transferee sh
obligations thereafter arising under this
selected MIND to be the massager of
MIND's specific qualifications andA
-1l 17.2. The provisions of subsection 17.1
its management duties
Events and entering into
Facility. Notwithstandint
is.
ling
and severally liable for all
%a-o*f
cfically recognizes that City
as the City's evaluation of
its operatin kilar first class facilities.
t MINDS performance of
gram lic L
ncessions and rcnTd agreements for
ho agrecmr the concession operations at the
to protect the Facility and its equipment,
Mwequipment, fivnisbngs, and fixtures used by
;ible to the City for any loss or damage to any City
so used by MIND.
19. PERMITS; LICEINSES; TAXES; APPLICABLE
I pay for all permits and licenses necessary fnr the conduct of
its business, including a liquor or bar and wine bccmc for the Facility, and agrees to
comply with all laws governing the responsibility of an employer with respect to persons
employed by MIND. MIND shall also be solely responsible for payment of any and all taxes
levied on the Facility and its operations. In additimt, MIND shall comply with all rules,
regulations and laws of the City; Miami -Dace County; the State of Florida; and the U.S.
Government now in force or hereafter to be adopted-
ftv"ft*�
SEC TIONli,SECTION 20. SECTION 20. UTILITIES; RESPONSIBILITY FOR TAXES AND
ASSESSI IE:NTS.
?0.1 Utilities. MIND shall be solely responsible for and shall pay (whether to the City or directly
to the utility) before delinquency, of all charges for all water and sewer, and electricity
utilities used at the Facility.
444-20.2. Procedure If Taxes Assessed. MIND agrees to, hall pay before delinquency, all
taxes and assessments of any kind assessed or lev ther upon MIND or the Facility, by
reason of this Agreement or by mason of any ac[ivity{ies) of MIND upon or in
connection with the Facility. The parties wledge D's operation and use of the
Facility is for public purposes, and a anticipate that, the Effective Date, no ad
valorem taxes should be assessed by iami-Dade County Tax aiscr. If, however, id
valorem taxes are assessed by the Pro Aad&s, MIND has fight to terminate
1 29
this segretment without y providin no�,-�Io�tliCity�Twli�chpoin�tthe
City shall be solely respo e h pa
21. RCEURE.
No p 1 be or res the other party for any delay, damage, loss,
ilure, or ina o caused by "Force Majeure" if notice is provided to the other
within ten ( ys o on which such party gains actual knowledge of the event
of Majeure" t uch party is unable to perform. The term "Force Mgjeurc" as used
in this nt de following: an act of God, strike, war, public rioting, lightning,
fin, storm, ions, epidemics, landslides, 1igh!er4f►gdjghjgjW storms, earthquakes,
floods, storms, tits, civil disturbances, explosions, and any other cause whether of the
kinds specifically enumerated above or otherwise which is not reasonably within the control
of the party whose performance is to be excused and which by the exercise of due diligence
could not be reasonably prevented or overcome (it being acknowledged that under no
circumstances shall a failure to pay amounts due and payable hereunder be excusable due to
a Force Majeure).
ftPfAWAWft
` 21.2 Neither party hereto shall be under any obligation to supply any service or services if and to
the extent and during any period that the supplying of any such service or services or the
provision of any component necessary therefore shall be prohibited or rationed by any
Governmental Requirements
2-i-3--2i.3. In the event of substantial damage to or destruction of the Facility by reason of fire, storm
or other casualty or any eminent domain action or other regulatory action that, in either case,
shall render a substantial part of the Facility inopera r a period of at least ninety (90)
days or in MIND's reasonable opinion the Facili o longer be operated in a reasonably
profitable manner as a result of the damages period of at least ninety (90) days
from the happening of the fire, other ty or ry action, either party may
terminate this Agreement upon writ cc to the other. ny such termination, the
provisions of Section 31 shall apply; ovidod Ci shall recce entire amount of aU
insurance proceeds or eminent domain a e.
SFbCZ'Pi0N `X�SlECTJOh 22. fxCiiO
24-4-Z2. l MIND agrees that the Fact y ted a time upon reasonable notice by
I
authorized%haviponsXibiIj
f thftpwi
Owl County, Federal or municipal
officer o csuch operations and/or Facility.
30
23. AI�OF INTERFERENCE.
ZW;all else mpensation for loss or damage sustained by
asons of any its operation and management of the Facility by any public
y or officir enforcement of any laws or ordinances or of any of the
fish ved to th herein, Any such interfereaee shall not relieve MIND from any
obligati er
NO LIENS.
244L24.1. MIND agrees that it will not suffer, or through its actions or anyone under its control or
supervision, cause to be filed upon the Facility any lien or encumbrance of any kind. In the
event any lien is filed, the MIND agrees to cause rush lien to be discharged within ten (10)
days t3ierefmi t, and in accordance with the applicable law and policy. if this is not
accomplished. the City may automatically tcrrninate this Agreement, without further notice
to MIND.
ftPfflb*4M
SEC-PAN-2st,SECTION 25. EMPLOYEES, MANAGERS AND BOARD
OF DIRECTORS.
2s] The City and MIND recognize that in the performance of this Agreement, it shall be
1 31
necessary for MIND to retain qualified individuals to effectuate and optimize MIND's
management and operation of the Facility. MIND shall select, train and employ at the
Facility such number of employees as is necessary to appropriate for MIND to satisfy its
responsibilities hereunder_ MIND shall recruit yees consistent with standards
employed at comparable first class facilities, D shall have authority to hire,
terminate and discipline any and all personn y MIND working at the Facility.
Any such personnel, whether employees ts, indepen ntractors, volunteers, and/or
other, employed, retained, or of od by MIND f purpose(s), shall not be
deemed to be agents, employees, pardl
not obtain any rights or benefits under
any rights generally aPF ifie,
shell not be deemed entitl
the City. Additionally, MIND,
joint ventures, or
pension
employees of the
the City, and shall
rts of the City or
ry; ftuther they
ion benefits as employees of
have been convicted of any
y with this subsection shall
staff member experienced in the operations
with regular and posted hours during the
be supervised by a general rnatnager who is experienced m
mt gibes. The staff member shaU be accessible to the City
times to discuss the management, operation, and maintenance of
IMPROPER USE.
40 I`26.1. MIM) will not use. nor suffer or permit any person to use in any manner whatsoever, the
Facility for any purpose in violation of any Federal, State, County, or municipal ordinance,
rule, order or regulation, or of any governmental rule or regulation now in effect our hereafter
enacted or adopted. MIND shall not use the Facility for any turlawful purpose and shall
comply witty all laws, permaing, and licensing requirements now in fora or hereafter
adopted, applicable to the Facility or the activities, uses, and/or business(es) conducted on
ftp "4
the Facility. MIND agrees not to knowingly use the Facility for, or to permit operation of
any offensive or dangerous activity, nuisance or anything against public policy. Any criminal
activity in die Facility knowingly caused by or knowingly permitted by MIND shall result in
automatic termination of this Agreement. Exccpt as may result from acts of force majewe,
MIND agrees that it will not allow the Facility to become unoccupied or vacant. MIND
shall take appropriate precautions to prevent fire on the Facility, maintaining existing fire
detection devices and extinguishing equipment at all times. Fire detection devices and
extinguishing equipment to be provided and maintaingdft the City
SIR"'O ► U-SECTION 27, SECTION 27. NO I
271, MIND agrees not to use or permit in the
turpentine, gasoline (except for smal
naphtha, Or Other similar substances,
prohibited in the standard policies of fire
I �
EMPLOYEES, INDIVI[DU
4- +2A,1. h is a toa
indivi rapt c
capacity
any
29.I j
bench
ATERIALS,
r the:cmany
f illuminating oils, oil lamps,
[5 gor for machinery), benzene,
vm kind, substance or thing
:eies in the Florida
INST CITY OFFICERS,
gr betr�t the parties hereto that all
of are acting in a representative
that neither MIND nor any occupant shall have
as viduals in any event whatsoever in conjunction
fated to the performance of their duties.
j
ON% DEFAULT AND TERMMATION.
ills.urrence of any one Or more of the events listed in sub -paragraphs
29..constitute an Event of Default by MIND.
Z9.I.1 The failwVby MIND to make any payment required to be made by MIND as and
when due, which continues for more than ten () 0) days after written notice from City,
Sg6:F1914ii,
29. i .2 The failure or inability by MIND to observe or perform any of the covenants or
provisions of this Agreement to be observed or perfortned by MIND, other than as
%xcified m other subparagraphs of this subsection 29.1, which continues for more
than thirty (30) days after written notice from City Manager; provided, however, if
i 32
ftP tom'
the nature of the failure is such that more than such pc-riod is reasonably required for
its cure. then MIND shall not be deemed to have committed an Event of Default if
MIND commences the cure within such period and thereafter diligently pursues the
cure to completion and actually completes the cure within 4_�-riod not to exceed an
additional sixty (60) day period;
29.1.3 Except as permitted pursuant to Section i 7 of this Agreement, the assignment,
encumbrance, pledge, or transfer of this A t, whether voluntarily or by
operation of law, or any subcontract of M ties hereunder, which continues for
more than fifteen 0 S) business days a rice thereof from City Manager,
24 1.4 (i) The making by MIND of neral assignment benefit of creditors; 00
the filing by or against M petition to have edged a Chapter by
operation of law, or any Code bts disc r a petition for
reorganization or
case of a petition
(iii) the appointm
ent unde
r relating to ba cy (unless, in the
the is dismissed within sixty (60) days);
teiver to session of substantially all of
Faci ' IN interest in this Agreerent, if
i within (60) days; or (iv) the anaehment,
I substantially all of MIND's assets located at the
t in l gnoernent, where the seizure is not discharged
N e to qualify as a not -for profit organization
)3 of the Internal Revenue Code of 19h6.
ent of Default by MIND occurs, then in addition to any other
City may exercise the following remedies:
_City may terminate this Agreement by written notice to MIND, in which case this Agreement
shall terminate and MIND shall immediately surmndcr possession of the Facility to City.
Upon termination, City shall be entitled to recover from MIND: (1) Operating Expenses that
remain unpaid through the date of termination; (2) all other amounts that MIND is required to
pay under this Agreement through the date of termination.
1 33
29.4 City may seek specific performance of any of MfND's obligations hereunder or seek
injunctive relief;
29.5 City may exercise any other remedies available at law or inequity.
29.6 The various rights and remedies reserved to City in this Agreement or otherwise shall be
cumulative and, except as otherwise provided by Florida law, City may pursue any or all of
its rights and remedies at the same time. J&
29.7 MIND's Rg es. If an Event of Default by
the following remedies: A
29.7.1 MIND may terminate this Agl
Agreement shall terminate and
Facility to City. Ina
mo aunts owed by
Section 31 shall apply,
384.2.8 IN
hen MIND may exercise either of
by written noticeNtorec
which case this
ttely sion of the
entitler from City all
hon date and the provisions of
to CWor MIND under this Agreement
payment owed to City or MIND under this
y or MIND within ten (10) days following
bear interest at the rate of eiall►ecn txrcent
due until fully paid.
' THAT MIND CEASES TO BE A NOT -FOR -PROFIT
AGREEMENT SHALL BE AUTOMATICALLY TERMINATED.
UILSECTION 30. JWnNTIONALLY DELETEDI
3; --
d331 S&MON jlTERMINATION.
3:3431.1 Termination for Cony.gWom by City. The City reserves and retains the right, at its sole
option and discretion, to terminate this Agmcrneat, without cause and without penalty, with
regard to MIND's rights and responsibilities with respect to the operation, management,
34
PqP 995DdQW
maintenance, promotion and marketing of the Facility, upon ek!,higtemwclve months (12x)
prior written notice to MIND.
311 Effect of Termination. In the event this Agreement expires or is terminated for any reason:
(1) All Operating Expenses and all other obligations for the period up to the date of
expiration or termination shall be paid using funds on deposit in the account(s) described in
subsection 10.1 and to the extent such funds are not sufficicnt, MIND shall pay all such
amounts from its own fimds; (2) After all amounts ref, in subparagraph (1) have been
paid, MIND may retain all remaining Operating es (if any). Upon the expiration of
this Agreement or a termination for any rem ligations of the parties hereunder
shall terminate except for the obligations or all pe p to the date of expiration or
termination and such other obligati stated to survt be performed after such
expiration or tcrmination. All of the ing reimbursement payment obligations
are to be made within thi (30) days a tion date. rovisions of this
Section regarding the abo ement an t obligations of the ity shall sur,6ve
the termination of this A t.
All notices 14
mail to MIND at the
35
atioflW this Agreement MIND shall
rive f such termination (or expiration).
shall be returned to the City in a good and
st class facilities and in compliance with all
tear, and casualty loss excepted.
shall be decmed duly served if mailed by registered or ccrtified
<<K e
All notices from MIND to the City shall be dceroed drily served if =iicd to:
City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Flonda 33139
With copies to
City of Miami Beach
J70O Convcntion Ccntcr Dri,,c
Miami Bcach, Florida 33139
Attention_ Max Sklar, Tourism, Culture, and Economic Development Director
MIND and the City may change the above mailing addresses at any time upon giving the other parry
written notification. All notice under this Agreement must be in writing.
3�
NO DISCRIMINATION.
33
33.1 fhr-MIND agrees that there shall
religion, scx. intcrscxuality. Render Jid
g&e or disability in the ope ' ns referred
discrimination regarding is
facilities located on the Faci
MIND to esta d enforce onal
orderly o ty of th il'
discrimination as color, national origin,
kL sexual o ' tation, ma d familialf status,
t, and re shall be no
c or operation of the Faciiity. All
Fdc avai public, subject to the right of
d ons to provide for the safety,
Itive t' In connection with the
rformanc rk is Agre MIND shall not refuse to hire, discharge, refuse
romote or , or riminate in matters of compensation against, any person
se qualified y beca f race, Color, national origin, religion, sex. intcrscxuality,
392LSEC $lai4&EQUAL BENTFITS FOR DOMESTIC PARTNERS
This Agreement is subject to, and MIND shall be required to comply throughout the Term hereof
with, the requirements of Section 2-373 of the City Code entitled, "Requirement for city
contractors to provide equal benefits for domestic partners" (as same may be amended from time
to time).
36
POP 002CAMW
The Agreement is deemed to be a "covered contract," as defined ir. Section 2-373(aX6) of the City Code,
and shall require MIND to provide its employees working pursuant to this Agreement (whether working
within the City of Miami Beach city limits, or within the United States, but outside the City limits, if such
employees are directly performing work pursuant to this Agreement) "Equal Benefits` (as defined in
Section 2-373(axR) of the City Code) to its employees with spouses and its employees with "domestic
partners" (as defined in Section 2-373(aj(7) of the City Code).
requirements of Section 2-373 of the City Codc (as same
deemed to be a material breach of this Agreement which m
all monies due or to became due under the A
pursue any and all remedies at law or in equity
may also subject MIND to debarment, in acco
through 2-406 of the City Code.
36 SIRMON 36—LIMITATION
31t4—
liability for any caug
IAgmcrnent, so that its
expresses
breach. Failure
by MIND to comply with the
from time to time) shall be
uon of the Agreement, with
e City. The City my also
�pply with Section 2-373
in Sections 2-397
City can place a limit on its
ue to tiiWleged breach by the City of this
exceeds the sum of SW 5,000. MIND hereby
�th MIND's recovery from the City for any
aimum amount of S4-12_5000„
Accordingly, twi g any other term or condition of this Agreement, MIND hereby
agroes &at the City shall a to the MIND for damages in an amount in excess of S25,0M--�
, for
any action or claim for breach of contract arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere
in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability as
set forth in Section 768,28, Florida Statutes.
i NOT A LEASE.
137
It is expressly understood and agreed that no part, parcel, building, structure, equipment or space is leased
to MIND; that this Agreement is a management agreement and not a lease: and that MIND's right to
operate and manage the Facility shall continue only so long as the MIND complies with the undertakings,
provisions, agreements, stipulations and conditions of this Agreement.
4&38 MISCELLANEOUS
38.1 Venue/Wlisr of Iga Trial. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, bstantive and remedial, without
regard to principals of conflict of laws. The excl ue far any litigation arising out of
this Agreement shall be Miami -Dade County, statc court, and the U.S. District
Court, Southern District of Florida, if al c<w Y ENTERING INTO THIS
AGREEMENT, CITY AND MIND SLY WAIVE GHTS EITHER PARTY
MAY HAVE TO A TRIAL BY JUR ANY CIVIL LMGA RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT.
38.E No Partnership or Joint V herein ed is intended or shall be construed
1 in any way to create or establre of or a joint venture between the
City and M f the o MIND shall be or be deemed
{ to be of the for any p MM,
l3 t Exhibits amwhcd hereto contain the entire
eernen n es wi t o the subject matter hereof and supersedes all
or agree tn , proposals or other expressions of intent with respect
o. The Exhibt had are incorporated into and trade a part of this Agreemwnt_
No tnents, tations, warranties or other matters, whether oral or written,
f will be to b' parties hereto with respect to the subject matter hereof.
40.1 Written AmoadmM. This Agreement shall not be altered, modified or an=dod is whole or
in part, except in writing executed by each of the parties hereto.
38.4
4r�-�ttgll�g �� aad.Assia.� No Tltitd-Pam 5ciarics.
41 This Agreement and the rights and oblig$tions set forth herein shall inure to the benefit of,
and be binding upon, the parties hereto and each of their respective permitted successors
and permitted assigns.
38
hPlif"gaw
38,5
This Agreement shall not be construed as giving any person, other than the parties hereto and
their successors and permitted assigns, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any of the provisions herein contained, this Agreement and
all provisions and conditions hereof being intended to be. and being, for the sole and
exclusive benefit of such parties and their successors and permitted assigns and for the
benefit of no other person or entity.
4�438.6 SecUOn Headings and Dcfincd Tc=.
purposes only and shall not in any
Agreement. The terms defined herei
include the plural as well as the sin
masculine pronouns shall include the femi
agreements defined herein the sar
or the teran thereof thw
A herein are for reference
and interpretation of this
S
nnection herewith
raI, and the use of
se indicated, all
or supplemented
herewith and therewith,
rWeach of which shall be deemed
taken together, shall be deemed to
%"fo'
lity of airy particularprovision, or part of any
the other provisions or parts hereof, and this
all respects as if such invalid or unenforceable provisions or
4 4 .v . A by either parry to take any action with respect to any default of
violation of any of the tams, covenants, or conditions of this Agreement shall
not in my prejudice, diminish, or constitute a waiver of any rights of such patty
to act with any prior, contemporaneous, or subsequent violation or default of with
respect to any continuation or repetition of the original violation or default.
44-438.4 Certain Ratmtations and Watranties.
41.4� 389.1 The City represents, warrants, and covenants to MIND the following. (i)
City has M legal right, power and aWhority to enter into and perform its obligations
hereunder and (ii) this Agreement has beat duly executed and debvered by the City
and constitutes a valid and binding obligation of the City, enforceable in accordance
1 39
with its terms. except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecung creditors' rights generally or by
general equitable principles.
-41 4-;38.9.2 MIND represents and warrants to the City the following: (i) MIND has
full legal right, power and authority to enter into and perform its obligations
hereunder, and (ii) this Agreement has been duly executed and delivered by MIND
and constitutes a valid and binding obligation of MAID, enforceable in accordance
with its terms, except as such caforceabilid1hpay be limited by bankruptcy,
insolvency, reorgmizatton or similar la Wr creditors' rights generally or by
general equitable pnncipks.
3H.10 Governing Law. This Agreement will be
internal laws of the State of Florida,
of conflicts of law.
pned by anlq
giving effect to
in accordance with the
z applicable principles
39.1 Pursuant to Section 119.0 orids. S Nthellmssionaire
MIND meets the definition of
"Contractor" as defined in Sec 19. ) shall:
42. 1. i "qw
42.1 2 9 maintain he records that ordinarily and necessarily would
qu cy i to perform the service;
the pu s to public records on the same terms and
condiri at is agency would provide the records and at a cost that does
not exceed pr in this chapter or as otherwise provided by law;
that public records that are exempt or confidential and exempt
ubhc disclosure requirements are not disclosed except as authorized by
law;
I 43 4-339.1.4 eet all requiremenb for Mining public records and ttttasfer to the
I City, at no City cost, all public records created, received, maintained and/or directly
related to the performance of this Agreemeut that are in possession of MM upon
termination of this Agreement. Upon Wraioa6m of this Agreement, the
Concessionaire shall destroy any duplicate public records that art exempt or
confidential and exempt from public records disclosure requirements. All records
ZE
stored electronically trust be provided to the City in a format that is compatible with
the information technology systems of the City.
4-1-439.2 For purposes of this- tinA#&ele, the term "public records" shall mean all documents,
papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing
software, or other material, regardless of the physical form, characteristics, or means of
transmission, made or received pursuant to law or ordinance or in connection with the
transaction of official business of the City. A&
4" 9.3 MIND faiiurr to comply with the publ
Section 119.0701 of the Florida Statutes shild
42-439.4 in the event MIND does not conq
forth in Section 119.0701 of the Florida
avail itself of the
PRO IB T1ONS RE
SE V1 AR
4
Pursuant to Section 82-
2014, the C i hibit
conncc c
pursue ectioa 8 --3
service will be alto,
provided to si pal
43--
40.1 MIND agrees—i4
1 41
osure requirement set forth in
th the public records
and available at
requtrement set
sole discretion,
amended from time to time, effective August 2,
food service articks by City Contractors, in
tfflR-nnent or Special event pvmit. Additionally,
amended from time to time, no polystyrene food
and no polystyrene food service articles can be
not to sell, use, provide food in,
or offer the use of expanded polystyr= food service articles at the Facility or in connection
with this Agreement. MIND shall ensure that aU vendors operating is the Facility abide by
the riestrictions contain" in this Section gg24. A violation of this section shall be deemed a
default under the terms of this Agreement. This subsection shall not apply to expanded
polystyrene -food service articles. deRrted as follows_ -used for prepackaged food that have
been filled and sealed prior to receipt by the MIND or its vendors.
27 .-1011 ~1tii
4-1,10.1.1 F_rlmnded poly:si)rene is a petroleum byproduct commonly known as
Styrofoam Expanded polystyrene is more particularly defined as blown polystyrenc
and expanded and extruded foams that are thermoplastic petrochemical materials
utilizing a styrene monomer and processed by any number of techniques including,
but not limited tc, fusion of polymer spheres (expandable bead foam), injection
molding, foam molding, and extrusion -blown molding (extruded foam polystyrene).
44 I W.1,2 Expanded polystyrene food
containers, lids, trays, coolers, ice
expanded polystyrene.
The City has entered into an agree
September 1, 2021, to be the exclusiv
shall only sell Coca-Cola beverages as li
to time.
1 42
-les means plates, bowls, cups,
similar articles that consist of
effective
1, 2011 —
beverages and coffee products. MIND
k- and as may be updated from time
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their scats to be
affixed; all as of this day and year first written above.
At test
Rafael Granado, City Clerk
The foregoing instrument
Mayor Philip Levine
C1TY OF MUMI B
instrument, and aekn
therein expressed.
Notary Public, State oRq
Conunisaion No.:
My Commission Expires.-
1 43
CITY OF MIAM1 BEACH
Philip Levine,
If , 2014, by
respectively, on behalf of the
a and who executed the foregoing
said instrument for the purposes
, 201¢4.
Attest: Miami New Drama
Secretary
Executi-c Director
Print Name Print Name
The foregoing instrurnerit was acknowled
Ott behalf
described in and who
executed said instrumt
WITNESS my hand and
144
of , 2014, by
rown to me to be the persons
to and before me that they
EXHIBIT A
LEGAL DESCRIPTION OF THE FACILITY
TO BE UPDATED UPON COMPL.ET70N OF SURVEY.
LEGAL DESCRIPTION
EXHIBIT B
ANNUAL BENCHMARKS
MINDwill operate a minimum of 75 new events per
These 150+ events will serve an anticipated 30,000+
In addition to -their own produced events, MIND
presenting organizations to develop consistent t
MIND will create and implement con "ten
e
public relations, social media carnpaigns -d
Miarni Beach community and South FI Wei
place at the Facility. A detailed plan and ills
quarterly
1 45
her cultural and quality
fiag but not limited to
to ensure that both the
are of programs taking
6m will be submitted
EXHIBIT C
CITY OF :MIAM1 BEACH
MINIMUM MAINTENANCE SPECIFICATIONS
FOR MAINTENANCE OF THE COLONY THEATRE
These minimum operating and maintenance standards are intended to be considered as a whole and
intended to provide an overall standard for the Facility. Individual discrepancies, as well as deviations,
from any individual standard shall not be considered a default of the Agreement; it is the intention of the
parties that this Exhibit is merely a guide and that MIND is only expected to use good faith efforts to
endeavor to meet the standards set forth herein. In the event of a conflict between the terms or conditions
of the Agreement and the terms or conditions of this Exhibit, the terms and conditions of the .Agreement
shall control.
PERSONNEL
MIND shall have the sole responsibility to recruit
necessary administrative and accounting personnel I
operation of the Facility.
MIND shall have the sole responsibility to rec?q
following functions: general and event security; Jam
non-event cleanup; painting and gencr verall Mai
being maintained consistent with othe rst c.
The City shall have the sole respons
plumbing, and air conditioner operation;
MIND shall have
staging and coordi
MIND shall maintain
of race, j
gent.
EMERGENCY P DURES
MIND shall assign�anNefebackup employee to act as an Emergency Liaison to the City. This
individual will be faith efforts to attend any and all meetings, held by tine City, that
deal with emergens extreme weather events, terrorist acts, etc. The Liaison will serve
as the point of contact during any emergency crisis.
is general manager and any
the overall management and
to maintain the
r botb event and
at the Facility is
electrical systems,
as it deems necessary for the
ant practices do not discriminate on the basis
al or mental disability, national origin, age,
Facility, including during non-cmt hours.
MIND shall develop and implement a Hurrtcae Prep=dnm Procedure, a copy of which shall be
provided to the City.
JANITORIAL, CLEANING AND HOUSEKEEPING
Tice Facility shall be reasonably clean and stocked with supplies (i.e. toilet paper, soap, etc.) at all times.
This includes general cleaning during non-event tinges, as well as during Events.
I46
ftV 9W2C6PM
Restrooms are to be cleaned during Events and on a periodic basis during non-event times to assure that
they are in a functional and reasonably sanitary condition
MIND shall have the responsibility for Sanitation and Waste as it relates to emptying of the durnpster and
servicing trash receptacles within the park area. The dumpster will be serviced at current senlice levels.
At MIND's responsibility, treatment for pests and rodents (except termites) shall occur on a quarterly
basis as needed to prevent infestation or as required by applicable code.
Flooring shall be cleaned and polished on an as needed basis.
Windows s3iall be maintained in a reasonably clean condition
Entrance doors
needed basis.
LANDSCAPING
The City shall maintain all exterior landscaping
EXTERIOR LIGHTING
The Facility shall remain
except for neon lighting.
EQUIPMENT MAINTENANCE AND
Equipment shall be main go
affect all dealer's and
inspection and proven maint
on an as needed basis.
and cleaned on an as
exterior lighting,
Fr to maintain in full force and
annual schedule for equipment
provide all records
transferable will be
by any applicable governmental code and/or rtgulation, any
ions, and/or permits.
The City shall maiAl1krid inspenl bundling safety systems including but not limited to: smoke, fine,
and CO detector cyst acl rater operation, emergency battery backup functions. emergency
ligh ing, c=ncncy dness needs and blackout prepareequipment. All building safety
systems shall be tested on an annual basis or as required by federal, stage or local codes and
regulations, and maintained in operating condition at all times.
The City shall develop and implement a plan for wspection and maintenance for the Facility's HVAC
systems. This shall include inspection of all HVAC controls on a quarterly basis to verify proper setting
and operation as well as any adjustments and/or tmaintenauce that may be appropriate, including, but not
linritod to filter replacement, blower and/or beat exchanger, proper operation of air inmkes/vents, fan
tutus, ducts, ctc.
MIND has the sole responsibility of maintaining the paint on the interior of the Facility.
1 47
ftP'>
EXHIBIT D
MIND STANDARD AGREEMENT
1 48
EXHIBIT E
CITY OF MIAMI BEACH OWNED PROPERTY INCLUDED IN THE AGREEMENT
1 49
EXHIBIT F
f��Tr�I� ►7;Cull MOR
Resolution No. 2017-29858
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA APPROVING AND
AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE
AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
BETWEEN THE CITY AND MIAMI THEATER HUB, INC. D/BA/ MIAMI
NEW DRAMA, FOR THE MANAGEMENT AND OPERATION OF THE
COLONY THEATRE, DATED OCTOBER 4, 2016; SAID
AMENDMENT NO. 1 PROVIDING FOR THE CITY TO FUND THE
COST OF SIX PARKING SPACES AT MUNICIPAL PARKING LOT
NO. P25, FOR USE BY EMPLOYEES OF MIAMI NEW DRAMA, IN
THE AMOUNT OF $6,393 ANNUALLY.
WHEREAS, on September 14, 2016, the Mayor and City Commission adopted
Resolution No. 2016-29569, approving an agreement with Miami Theater Hub, Inc. D/B/A Miami
New Drama ("Miami New Drama") for the management and operation of the Colony Theatre,
and
WHEREAS, Miami New Drama 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, Miami New Drama'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, the Management Agreement with Miami New Drama, dated October 4,
2016, contains the following key terms and conditions:
• During the first contract year of the initial term of the Agreement (October 1, 2016-
September 30, 2017), the City shall provide funding to Miami New Drama in the
amount of $170,000;
• Beginning January 15, 2017, the City will also reimburse Miami New Drama for utility
costs, in an amount not -to -exceed $80,000 annually;
• The agreement is for an initial term of two (2) years, commencing on October 1,
2016 and ending on September 30, 2018. At its sole option and discretion, the City
may extend this agreement for up to one (1) additional five (5) year term, and one (1)
additional two (2) year and 364 day term;
• Miami New Drama shall cause for at least 75 events to take place at the Colony
Theater for each contract year, with the aim of serving more than 30,000 visitors per
year;
Page 906 of 2938
Miami New Drama shall provide day -today operational and administrative services,
to ensure that the facility shall be operated, managed and maintained in a first class
manner;
Miami New Drama shall provide quarterly reports to the City detailing event records
and programmatic plans, marketing and promotional activities, maintenance and
capital work, and operational/administrative budgets; and
WHEREAS, the Administration and Miami New Drama desire to amend the
Management Agreement to provide Miami New Drama with six parking spaces at Municipal
Parking Lot No. P25, located at 17"' Street and Lenox Avenue at no charge to Miami New
Drama, for use by Miami New Drama staff. The cost of the parking is $74.90 monthly for each
permit, which would equate to $449.40 monthly, or $5,392.80 annually.
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
and authorize the Mayor and City Clerk to execute Amendment No. 1 to the Management
Agreement between the City of Miami Beach and Miami Theater Hub, Inc. D1BIA Miami New
Drama, for the management and operation of the Colony Theatre; said Amendment No. 1
providing for the City to fund the cost of six parking spaces at Municipal Parking Lot No. P25, for
use by employees of Miami New Drama, in the amount of $5393 annually.
PASSED and ADOPTED this 17th day of May, 2017.
MAYOR
ATTESTED BY:
Z S" i
CITY CLER
Oj
Page 907 of 2938
APPROVED AS TO
FORM & LANGUAGE
& FOR EXEC ION
City Attorney �. Dote
MIAMI BEACH
COMMISSION MEMORANDUM
TO Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: May 17, 2017
SUBJECT A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA APPROVING AND AUTHORIZING THE
MAYOR AND THE CITY CLERK TO EXECUTE AMENDMENT NO. 1 TO THE
MANAGEMENT AGREEMENT BETWEEN THE CITY AND MIAMI THEATER
HUB, INC., D/B/A MIAMI NEW DRAMA, FOR THE MANAGEMENT OF THE
COLONY THEATRE, DATED OCTOBER 4, 2016. SAID AMENDMENT TO
PROVIDE SIX PARKING SPACES FOR EMPLOYEES OF MIAMI NEW
DRAMA.
RECOMMENDATION
The Administration recommends the Mayor and City Commission approve Amendment No. 1 to the
Management Agreement between the City of Miami Beach and Miami Theater Hub, Inc. D/B/A
Miarrii New Drama for the management of the Colony Theatre to include six municipal parking
spaces for Miami New Drama staff.
ANALYSIS
The City of Miami Beach is home to the region's major ballet company, orchestra, art fair, and
museums. On September 14, 2016, the Mayor and City Commission adopted Resolution No.
2016-29569, approving an agreement with Miami Theater Hub, Inc. D/B/A Miami New Drama
("Miami New Drama") for the management and operation of the Colony Theatre. With this
agreement, the City added live theater to the well-rounded cultural personality that sets Miami
Beach apart from the rest of the region.
Under the direction of multiple -award winning director and playwright Moises Kauffman and
Michel Hausmann, Miami New Drama 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. The company presents world -class
relevant work by American, Latin American, and intemationai artists designed for the
intersections of Miami Beach's multicultural 215t century audience. By sharing work where
cultures dialogue and communities intersect, Miami New Drama aims to reach audiences as
diverse as the City itself.
Miami New Drama'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. Actors, directors and designers culled `rom the Miami community and beyond create
work that reflects the best of Miami Beach, while highlighting some of the best theatrical talent in
the world.
Since becoming the managing resident company of the Colony Theatre in October 2016. Miami
New Drama has hosted the Miami premier of Moonlight, produced and presented two in house
theatrical works, Terror and A Special Day, and has presented numerous cultural activities
which resulted in over 15,000 attendees during the first two quarters. As well, Miami New Drama
was awarded a matching grant of S150,000 from the John S. and James L. Knight Foundation
for an ongoing project, American Clasico Envisioning the Theatrical Canon through a
Multicultural Lens at the Colony Theatre. With American Clasico, Miami New will create
bilingual adaptations of classic theater works, including Tennessee W Iliams' A Streetcar
Named Desire and August Strindberg's Miss Julie. Their first project, which will open in the fall
of 2017 will be a multi -cultural reimagining of Our Town created to reflect the theater's
community. This premier, produced with the endorsement and support of the Thornton Wilder
foundation, marks the only re -interpretation of Our Town ever granted to a presenting
organization.
The Management Agreement with Miami New Drama, dated October 4, 2016, outlines the
following key terms and conditions,
During the first Contract Year of the initial term of the Agreement (October 1,
2016-September 30, 2017), the City of Miami Beach shall provide funding to Miami
New Drama in the amount of $170,000, payable within fifteen (15) days following the
end of each Quarter
Beginning January 15, 2017 and during the remainder of the Initial Term and
any Renewal Terms, the City will also contribute a reimbursement in an amount not -to -
exceed $80,000 annually for utility costs.
The agreement shall be for an initial term of two (2) years, commencing on
October 1, 2016 and ending on September 30, 2018. At its sole option and
discretion, the City may extend this agreement for up to one (1) additional five (5) year
terms, and one (1) additional two (2) years and 364 day terms.
Miami New Drama will honor event rentals which have been booked prior to the
date of the execution of this Agreement and receive from the City all revenues from
the agreements. Miami New Drama shall also honor any rent waivers that have been
approved by Resolution of the Mayor and City Commission.
Miami New Drama shall cause at least 75 events at the facility for each contract
year, serving more than 30,000 visitors per year
Miami New Drama shall provide day-to-day operational and administrative
services in support of its management activities to ensure that the facility shall be
operated, managed and maintained in a first class manner, including but not limited to,
acquisition of services, equipment, supplies and facilities; maintenance and property
management; security; personnel management; record -keeping; collections and
billing; and promotional activities, including but not limited to public relations, social
media and paid marketing outreach.
Miami New Drama shall provide quarterly reports to the City detailing event
records and programmatic plans, marketing and promotional activities, maintenance
and capital work, and operational/administrative budgets.
Additional terms and conditions can be found in the at',ached draft Management Agreement
(Exhibit A).
Administration and Miami New Drama desire to amend the Management Agreement (Exhibit B)
to include six parking spaces at Municipal Parking Lot No. P25, located at 17t' Street and
Lenox Avenue at no charge to Miami New Drama. These spaces are to be used by Miami New
Drama staff. The cost of the parking is $74 90 monthly for each permit, which would equate to
$449.40 monthly or $5,392.80 annually. Funding has been identified in the Tourism, Culture and
Economic Development budget to cover the expense.
CONCLUSION_
The approval of Amendment No. 1 to the Management Agreement between the City of Miami
Beach and Miami Theater Hub, Inc. D/B/A Miami New Drama for the management of the
Colony Theatre will include six municipal parking spaces for Miami New Drama staff to be
provided by the City.
Enhance Cultural and Recreational Activities
FINANCIAL INFORMATIQN
The cost of the parking is $74.90 monthly for each permit, which would equate to $449.40
monthly or $5,392.80 annually. Funding has been identified in the Tourism, Culture and
Economic Development budget to cover the expense.
Legislative Tracking
Tourism, Culture and Economic Development
ATTACHMENTS:
Description
in Exhibit A
D Exhibit 6
MANAGEMENT AGREE MIVNT RF.TWEEN
THE. CITY OF MIAMI REACH, FLORIDA
AND
MIAMI THEATER HUB, INC DIWA MIAMI NEW DRAMA
FOR THE MANAGEMENT OF THE COLONY THEATRE
THIS AGREUMENT, is made and executed as of this _ l . day of��brj 2016 (Effective Date), by
and between the CITY OF MIAMI BEACH, FLORIDA (the "CITY"), a municipal corporation organized
and existing under the laws of the State of Florida, whose address is 1700 Convention Center Drive,
Miami Beach, Florida 33139, and MIAMI THEATER HUB, INC DiB/A MIAMI NEW DRAMA
("MIND"), a Florida not -for -profit corporation, whose principal address is 169 East Flagler Street, PH,
Miami, FL 33131.
BACKGROUND
City is the owner of the Colony Theatre, located at 1040 Lincoln Road, Miami Beach, Florida 33139, and
which is more particularly described and depicted in Exhibit "A" attached hereto and made a past hereef
(the "Facility" or the "Colony Theatre").
MIND is a Florida not -for -profit, 501(c)(3) arts organization which seeks to showcase South Florida as
theater destination while at the same time increase international awareness and cultural exchange through
the presentation of theater plays of all genres, including but not limited to musicals, drama, classics and
world premieres, as well as work commissioned specifically for MrND.
At the December 9, 2015 Commission meeting, Commissioners Steinberg and Malakoff referred to the
Cultural Arts Counci! (CAC} and the Finance and Citywide Projects Committee (FCPC) a discussion item
relating to incentives for the promotion of local theater in Miami Beach.
The subject was discussed at length by the CAC at its meeting on January 7, 2016. Since this time, MIND
has worked diligently with City staff to develop a comprehensive strategic and operational plan that
would allow for MIND to manage and operate the COLONY and promote local theater in Miami Beach.
At the April 13, 2016 City Commission meeting, Commissioners Steinberg, Grieco and Malakoff
sponsored another referral to both the CAC and FCPC to consider having MIND manage the COLONY
as a pilot program.
On May 12, 2016, Michel Hausmann. can behalf of Ml\D. presented MIND's vision to the members of
the CAC. which voted unanimously in favor of MIND's proposal to oversee the artistic direction and
operation of the Colony Theatre beginning Fiscal Year 2016-2017.
The FCPC met on May 20, 2016 to consider the pilot program The FCPC recommended the M(ND
proposal, and directed staff to negotiate a Management Agreement that would include options for City
funding, and to return to the FCPC with a draft of the agreement for its review and consideration.
On June S, 2016, the City Commission adopted Resolution No. 2016-29429, accepting the
recommendation of the Finance and Citywide Projects Committee, directing the Administration to
negotiate a management agreement with MIND to become the resident company and venue manager for
the Colony Theatre as a pilot Program.
Aftcr negotiations between MIND and the City Administration, the FCPC reconsidered the financial
terms on July 22, 2016, and recommended increasing the City's contribution to $170,000 annually, along
with a contribution towards utilities as more fully set forth herein, with such contributions subject to
funding availability each City fiscal year.
On September 14, 2016, the City Commission adopted Resolution No.2016-29569, approving an
agreement with MIND for the management and operation of the Facility.
City desires to engage MIND as its resident theater company for the Facility, and MIND desires to accept
the engagement, and to provide management services for the Facility on the terms and conditions set forth
herein.
NOW THEREFORE, recognizing the aforestated recitals as true and correct and incorporating
herein, and in consideration of the mutual covenants and conditions herein contained, the City and MIND
agree as follows:
SECTION 1. Definitions.
2
For purposes of this Agreement, the following terms have the meanings referred to in this
Section I:
p*"7cRWA
"Aflihite" -- an entity that directly or indirectly. through one or more intermediaries. controls or is
controlled by, or is under common control with, a specified entity. For purposes of this definition,
"control" means ownership of equity securities or other ownership interests which represent more than
51 % of the voting power in the controlled entity.
"Cites•" -- as defined in the first paragraph of this Agreement.
"City Commission" -- the governing and legislative body of the City.
"City Manager" -- tite chief executive officer of the City or such person as may from time to time
be authorized in writing by such administrative official to act for him/her with respect to any or all
matters pertaining to this Agreement. The City Manager's initial designee for purposes of this Agreement
shall be Max Sklar. the Director of the Tourism, Culture and Economic Development Department.
"Commencement Date" -- as defined in Section 2.
"Contract Year" -- each one year period beginning October I st, and ending September 30th.
"Effective Date" — provided that this Agreement has been approved by the City Commission and
executed by City and MIND, the date as defined in the first paragraph of this Agreement.
"Event" or "Show" -- all uses which involve a scheduled beginning and ending time, typically all
within the same day. With respect to "Series' (as such term is hereafter defined) each Performance within
the Series shall constitute an Event or Show.
"Event Expenses' — any and all expenses incurred or payments made by MIND in connection
with the occurrence of an Event at the Facility, including, but not limited to, costs for staffing (including
production managers and other Event staff) and costs relating to set-up and clean-up within the facility.
hereto.
"Expiration Date" -- as defined in Section 2
"Facili " -- as defined in the Background Section of this Agreement and as depicted in Exhibit A
"Facility Rentals" -- temporary use of the Facility at specific interval of time pre -determined and
agreed upon by MIND.
3
"Fiscal Year -- each one year period beginning October I st and ending September 30th.
PPaNqqWd?
'Governmental Regpiretnents" -- all laws, ordinances, rules, regulations, statutes, policies and
procedures (:nclud:nS administrative guidelines), and other legal requirements of any governmental body
or authority or any agency thereof (including, without limitation, federal, State, County, and municipal).
"(met _Uperation I.oisll'roht' -- with respect to a Fiscal Year, the excess, if any, of Operating
Expenses for such Fiscal Year over Operating Revenues for such Fiscal Year, in the case of a loss, and the
excess, if any, of Operating Revenues for such Fiscal Year over Operating Expenses for such Fiscal Year,
in the case of a profit.
"Operating Expenses" -- any and all expenses and expenditures of whatever kind or nature
incurred, directly or indirectly, by MFI�ID in promoting, operating, maintaining, insuring and managing the
Facility, including, but not limited to: employee compensation and related expenses (e.g., base salaries,
bonuses, severance and car allowances), employee benefits and related costs, supplies, materials, utilities,
costs of any intents and independent contractors, advertising, all costs of maintaining the Facility as
required by this Agreement, marketing and public relations costs and commissions, janitorial and cleaning
expenses, data processing costs. dues, subscriptions and membership costs, amounts expended to procure
and maintain permits and licenses, sales taxes imposed upon rentals, professional fees directly relating to
the operation of the Facility, printing and stationery costs, Event Expenses, postage and freight costs,
equipment rental costs, computer equipment leases and line charges, telephone switch and
telecommunications services, artist and talent fees, costs, and expenses, show settlement charges, security
expenses, travel and entertainment expenses in accordance with City travel policies, the cost ofemployee
uniforms. safety and medical expenses, exterminator costs, costs relating to the maintenance of signage
inventory and systems, the cost of compliance with Governmental Requirements, all premiums for
insurance carried by MND pursuant to Section 14, and all other costs of operating the Facility. Operating
Expenses shall not, however, include any costs of litigation between City and MIND, or any other costs
that are specified in this Agreement as costs to be paid by City. All Operating Expenses shall be
determined in accordance with generally accepted accounting principles consistently applied and
recognized on a full accrual basis.
"Operatinp Revenues" -- any and all revenues of every kind or nature derived from operating,
managing or promoting the Facility, including, but not limited to: ticket sales, concession fees, rentals,
revenues from merchandise sales, advertising sales, equipment rentals, box office revenues, food service
and concession revenues (however, if such revenues are collected in the first instance by and retained by
the concessionaire, only the amount of such revenues paid by the concessionaire to the Facility shall be
included as Operating Revenues), commissions or other revenues from decoration and set-up, security
4
PPdW9W&fNA
and other subcontractors (however, if'such revenues are coilwed in the first instance by and retained by
such subcontractors, only the amount of such revenues paid by such contractors to the Facility shall be
included as Operating Revenues), miscellaneous operating revenues, revenues generated from separate
agreements with MIND Affiliates, including but not limited to rentals and co -producers of events,
pertaining to the Facility, and interest revenues, all as determined in accordance with generally accepted
accounting principles and recognized on a full accrual basis. For the sake of clarity, the parties
acknowledge that to the extent that revenues from the sale of tickets for third -party Events at the Facility
are negotiated revenue of the third -party promoter and/or performer of each such Event, such sale of
tickets will not be considered Operating Revenues, but the Facility Rental fee or other compensation paid
to MIND with respect to any such third -party Event would be considered Operating Revenues. To the
extent that MIND collects such ticket sale revenue on behalf of a promoter and/or performer, such ticket
sale revenue shall be the source of funds from which MIND collects the rental charges and other event
reimbursements owed by the promoter and/or performer for use of the Facility, which such charges and
reimbursements are Operating Revenues hereunder. Operating Revenues shall not, however, include any
revenue from valet parking or any other parking charges with respect to the Facility or Events and shall
not include any revenues from sponsorships, all of' which are specifically reserved to City "Renewal
Term" -- as defined in Section 2.
'QuarterlylOuarter(s) —October I", January 1", April I" and July I=' of each Fiscal Year.
'Series" A sequence of events which may or may not involve the same production elements, but
can be characterized by a unifying theme and schedule.
"MIND" -- as defined in the first paragraph of this Agreement.
SECTION 2. TERM.
2.1. Initial Term. This Agreement shall be for an initial term of two (2) years, commencing
on October 1, 2016 (Commencement Date), and ending on the September 30, 201,8
(Expiration Date) (the "Initial Term"), unless earlier terminated pursuant to the provisions of
this Agreement.
2.2. Renewal Term(s). At its sole option and discretion, the City may extend this Agreement for
up to one (1) additional five (5) year terms, and one (1) additional two (2) years and 364 day
term, (a Renewal "Term), by providing MIND with not less than 365 days prior written notice
5
0
prior to the Expiration Date.
2.3. Notwithstanding anything in this Section 2, in the event before the end of the Initial Term or
any of the Renewal Terms, MIND decides not to renew the Agreement. it shall provide the
City Manager with written notice of its intent not to renew at least 365 days prior to the
Expiration Date.
SECTION 3. COLONY THEATRE FACILITY.
The Facility subject to this Agreement shall be thuse facilities and spaces more specifically described
in Exhibit "A"
SECTION 4. OPERATION AND MA\AGEMENT OF THE COLONY.
4.1. General Scope. City hereby engages MIND to operate, manage, maintain, promote and
market the Facility during the "term, upon the terms and conditions hereinafter set forth.
4.2. Manager of the Facility. MIND accepts the engagement and agrees to operate. manage,
promote and market the facility in a manner consistent with other similar facilities. Subject
to the terms of this Agreement, ;MIND 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. In such capacity, except as otherwise expressly reserved tinder this Agreement to
the City, and/or except for such matters as are subject to the approval of the City or City
Manager, MIND shall have exclusive authority over the management and operation of the
Facility and all activities therein, subject to subsections 4.3, 4A and 4.5 hereof.
4 3. Permitted Uses. MIND shall use the Facility solely and exclusively as a public auditorium
for its not -for -profit cultural presentation company and the production of live theatrical
performances. The Facility shall be used primarily as a venue for top-quality cultural
entertainment, which may include live performances or pre-recorded presentations.
Notwithstanding the foregoing and pursuant to Section 5.4 of this Agreement„ the Facility
may also be used for such ancillary uses as are customarily related to such primary use,
including, without limitation, rehearsals; broadcasting, recording, or filming in any media
format or application (i.e., radio television, or otherwise); summer and winter children's
theater camps; private parties or functions in conjunction with an Event or third -party rental
function then being held; administrative offices for MIND; and sale of merchandise related
to any Event then being held. The Facility does not include dedicated parking for the
V]
building. Patron; of Events may park in public parking lots and garages if and to the extent
available, upon paying the applicable parking charges. The sale of food and beverage
cencessiuns shall not be permitted by MIND, as said services, in connection with the Shows
or Events, shall be solely proN ided by Scgafredo, as more particularly described in
sub�,ectiun 5.4(n).
-1.4. 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. Any such other use
which the City Manager approves must, however, be in accordance with (i) the Articles or
Incorporation and other charter documents of MIND; (ii) all laws and regulations applicable
to not -for -profit entities; (iii) all applicable Govemmental Requirements; and (iv) all ad
valorem tax exempt uses of property under Chapter 196, Florida Statutes.
4.5. Prohibited Uses. It is understood and agreed that the Facility shall be used by MIND during
the Term only for the stated purposes in subsection 4.3, and for no other purposes or uses
whatsoever, without express written permission of the City Manager. Notwithstanding
anything contained in subsection 4.3, or any other term or condition of this Agreement: (1)
MIND will not make or permit any use of the Facility that, directly or indirectly, is forbidden
by any Governmental Requirement, or that may be dangerous to life, limb or property; and
(2) MIND may not commit waste on the Facility, use the Facility for any illegal purpose,
commit a nuisance on the Facility, or allow any toxic, hazardous or dangerous substance to
he brought into the Facility or stored therein (other than small quantities of materials
customarily used in the operation of a live theatrical performance and production venue,
which shall be used and stored in compliance with applicable law). In the event that MIND
uses the Facility for any purposes not expressly permitted herein, then the City through its
City Manager may declare this Agreement in default and, in addition to all other remedies
available to City, restrain such improper use by injunction or other legal action, with or
without notice to MIND.
4.6. Cessation/Suspension of Approved U e(s) and/or Business Activity(ies).
Notwithstanding anything contained in this Agreement, and except for the Permitted Uses
expressly set forth in subsection, 4.3 and in the event that another particular use(s) and/or
business activity(ics) has(ve) been approved by the City Manager, and the City Manager
thereafter, upon reasonable inquiry, determines that the continuation of such use(s) and/or
AWF&'L %
activity(ies) is(are), or may be, inconsistent, contrary to, and/or dctrimental to the Permitted
Uses set forth in this Agreement, and/or to the health, safety and/or welfare of file residents
of and visitors to the City of Miami Beach, then the City Manager, upon thirty (30) days
prior written notice to MIND of same, may revoke, suspend. and/or otherwise disallow the
objectionable uses(s) and/or business activity(ies), and MIND shall immediately cease and
desist in providing, and/or continuing with, said use(s) and/or business activity(ies) within
the time period and in the manner prescribed in the City, subject to such additional
guidelines, as may be determined and established by the City Manager, in his/her sole and
reasonable discretion and judgment
SECTION 5. SCOPE OF SERVICES.
5.1. General. MIND shall perform and furnish management services, personnel, and systems and
materials, as are appropriate or necessary to operate, manage, supervise, maintain, promote
and market the Facility in a manner consistent with the operations, management, promotions
and marketing of other similar first-class facilities.
5.2. Re_ uiNd Number of Events Continuous Operation; Conclusion of Events. In order to
ensure the continuous operation of the Facility, and commencing on the October I, 2016
MIND shall cause at least 75 Events to be held at the Facility for each Contract Year (and
proportionately for any partial Contract Year) during the Term, and shall exercise its best
efforts to meet the annual benchmarks referenced in Exhibit 13 hereto. The aforesaid 75
Events shall be calculated by counting each separate Event in a Series.
a. MIND shall cause the Facility to be available to open on a year round basis, subject to
closures for reasonable periods for rehearsal, set design, repairs, maintenance and
alterations, All Events and all uses shall conclude prior to 2:00 a.m. unless otherwise
approved by the City Manager, in writing; provided, however, that MIND's employees
and/or contractors may be permitted to remain at the Facility beyond 2:00 a.m. in the
event that same is necessary for purposes of taking down and/or dismantling a production,
cleaning the Facility after a performance, etc., so long as MIND's activities at the Facility
during this time do not disrupt and/or negatively impact the surrounding neighborhood. In
the event of such disruption, the City Manager and/or his/her designee shall have the right
to either strictly enforce the hours of operation, or impose reasonable guidelines upon
MIND as a condition to keeping the Facility open for the aforestated purposes (beyond
2:00 a.m.)
8
Ipti wtflf
5.3. Bookinx Policies. The City and MIND agree and acknowledge that the Facility will
be used by MIND for cultural and entertainment events as provided in Section 4.3,
butthat MIND may also, from time to time, rent the Facility to third party presenters
consistent with the terms herein. Except as otherwise provided herein, MfVD shall
have the sole authority to approve the scheduling of any !went in the Facility and
Events requiring or having co -promotions and may refuse to book any type or
category of events for any reason whatsoever consistent with City ordinances and
regulations. MILD shall have no obligation to book any type or category of Events
(or specific Event) that are inappropriate or unprofitable, as reasonably determined
by MILD, or which may in any way interfere with the day to day activities of area
residents and businesses. Notwithstanding the preceding, or any other term or
condition of this Agreement, the City Manager shall have the right to prohibit
certain Events or uses from occurring at the Facility, upon the City Manager's
reasonable determination that such Event or use might present unreasonable
safety concerns, or violate (or otherwise not comply with) Governmental
Requirements. Notice of any such determination shall be sent by written notice to
MILD within thirty (30) days after the City Manager has received the quarterly
booking report from MND that specifies the potential Event.
a. Attached hereto as Exhibit "F" is a list of Events or rentals which have been booked prior
to the date of execution of this Agreement. MIND shall honor all such bookings and shall
receive from City, or its agents, all revenues from the agreements that have already been
paid and shall receive all remaining revenues under the agreements. MIND shall also •
honor any rent waivers that have been approved by Resolution of the Mayor and City
Commission of the City. City, or its agents, shall transfer all deposit revenue to MIND
after commencement of this Agreement, but not later than October 30, 2016.
5.4. Specific Services. Without limiting the generality of the foregoing, MIND shall perform all
of the following services, all without the necessity of first obtaining City's approval (except
where otherwise expressly required in this Agreement), and all of which shall be perforated
by MIND in a manner consistent with the management and operation of other similar first
class facilities: employ, supervise, and direct all employees and personnel consistent with
the provisions of this Agreement. All employees and/or subcontractors shall be employees
G
and/or subcontractors of MIND, its Afliliates or third parties. and not of City. MIND shall
be solely responsible for assuring that the Facility is adequately staffed with competent,
qualified personnel to fulfill its responsibilities under this Agreement;
a. administer relationships with all third patties for the use, day to day maintenance and
operation of the Facility, initiate and participate in any and all negotiations, renewals and
extensions relating to such third party relationships, and enforce contractual agreements
concerning any such third party relationships;
b. negotiate, execute in its name as agent for the City, deliver and administer any and all
licenses, occupancy agreements, sponsorship agreements (excluding name -in -title
agreements), rental agreements, booking commitments, concession agreements (excluding
food and beverage concessions and valet parking agreements), supplier agreements,
service contracts (including, without limitation, contracts for cleaning, decorating and set-
up, general maintenance stage equipment, staffing and personnel needs, including guards
and ushers, telephone, extermination and other services which are necessary or
appropriate, and all other contracts and agreements in connection with the management,
maintenance, promotion and operation of the Facility; provided that (1) if any such
license, agreement, commitment or contract has a term that extends beyond the remaining
Term, such license, agreement, commitment or contract shall provide that it is
automatically assigned to City as of the expiration or termination date of this Agreement
and that the City Manager may terminate any such agreement without payment thereafter
at any time upon not less than ten (10) days written notice; (2) MIND shall have the sole
authority to approve the scheduling of any Event to be held at the Facility, subject to the
limitations and requirements of this Agreement; and (3) any contract entered into between
MIND and a subsidiary and/or Affiliate company shall be at terms and for prices
customarily charged by such subsidiary and/or Affiliate company for comparable goods
and services elsewhere at rates that are competitive within the industry;
C. maintain the Facility (excluding all structural components thereof and all electrical,
HVAC, life safety, mechanical, plumbing, elevator and other systems and equipment),
which shall be maintained by the City, 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 loss excepted. Maintenance responsibility shall
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include, without limitation, preventative and any and all other maintenance and as
required in Exhibit "C" to this Agreement (entitled "City of Miami Beach Minimum
Specifications for Maintenance of the Colony'') and MIND shall keep on -site maintenance
manuals and records reflecting all of MIND's maintenance activities, all of which shall be
available for inspection by the City Manager upon request. MIND shall submit to City
Manager periodic (not less than quarterly) reports specifying all maintenance work
performed during such period, which reports shall be used by the C ity's Tourism, Culture
and Economic Development Department (or its consultant) as part of an annual City
maintenance inspection and review. Format and content of reports shall be agreed upon by
both parties.
d. rent, lease, or purchase all equipment and maintenance supplies necessary or appropriate
for the day-to-day operation and maintenance of the Facility;
e. establish and adjust prices, rates and rate schedules for the aforesaid licenses, agreements
and contracts, and any other commitments relating to the Facility to be negotiated by
MIND in the course of its management, operation, booking and promotion of the Facility;
provided, however, that MIND shall, on or before the Commencement Date, submit its
proposed initial rates and rate schedule to the City Manager for his/her review and written
approval (which review/approval shall not be unreasonably withheld, conditioned or
delayed). Thereafter MIND shall consult with the City Manager about any adjustments to
the rates and rate schedules at the Facility to be made by MIND, and similarly secure the
City Manager's written approval (which review/approval shall not be unreasonably
withheld, conditioned or delayed) prior to MIND's implementation, of same;
f. pay when due, all Operating Expenses from MIND's own funds;
g, after consultation with the City Manager and the City Attorney, and subject to approval by
the City Attorney or his designee, institute as agent for the City, the costs of which shall
be included as Operating Expenses, such legal actions or proceedings necessary or
appropriate in connection with the operation of the Facility (using legal counsel approved
by the City Attorney), including, without limitation, to collect charges, rents or other
revenues due to the City or to cancel, terminate or sue for damages under, any license, ise,
advertisement or concession agreement for the breach thereof or default thereunder by any
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licensee, user, advertiser, or concessionaire at ilic facility; institute on MIND'sown behalf
(and not as agent for City) without consultation or approval of the City, the costs of which
shall be included as Operating Expenses, such legal actions or proceedings necc�sary or
appropriate in connection with the operation of the Facility, including, without limitation,
to collect charges, rents or other revenues due to the City or MIND or to cancel, terminate
or sue for damages under, any license, use, advertisement ur concession agreement for the
breach thereof or default thereunder by any licensee, user, advertiser, or concessionaire at
the Facility;
h. maintain a master set of all Event records, booking records and schedules for the Facility
(which shall be available for inspection by the City Manager upon request);
i, provide day-to-day administrative services in support of its management activities to
ensure that the Facility shall be operated, managed, and maintained and performed in a
first class manner consistent with similar first class facilities including, but not limited to,
acquisition of services, equipment, supplies and facilities; maintenance and property
management; personnel management, record -keeping; collections and billing; and similar
services,
j. engage in advertising, solicitation, and promotional activities necessary to effectively
market the Facility and Events, and manage related social media platforms for the Facility.
Any marketing materials created for the Facility shall be approved, in writing, by the City
Manager, in advance of being implemented, and will remain the exclusive property of
MIND. In connection with its activities under the terms of this Agreement, MIND is
required to use the logo and brand identity of the City of Miami Beach, and of the Facility,
as approved by the City Manager;
k. act as a collection agent for the City on sales taxes as required from for -profit facility
rentals of the Facility and remit to the State of Florida such sales taxes;
1. comply with all City Agreements applicable to the Facility or the conduct of MIND's
management or operation thereof, including, without limitation, the Segafredo Lease
referenced in Section 5.4(n) below, and the City's Coca-Cola Agreement referenced in
Section 41 of this Agreement;
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m. Except as otherwise approved by the City t1anaecr, MINI) 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). MIND shall require that all users of the Facility provide certificates of
insurance evidencing appropriate insurance and any other insurance required by the
applicable license, use or occupancy agreement. Copies of these certificates shall be
furnished to the City Manager prior to any Event or use. Such insurance shall be kept in
force at all times by all licensees, users, lessees and concessionaires. All liability policies
shall name the City and MEND as additional insureds. MIND shall also require all users
of the Facility to execute (among the terms of the license or occupancy agreement) an
agreement to indemnify, defend and hold harmless the City. MIND standard license or
occupancy agreement shall, at a minimum, include the insurance and indemnity
requirements contained herein; shall furher be subject to the prior review and approval of
the City Manager and City Attorney's Office; and — if and when approved — shall be
attached as Exhibit "D" hereto.
n. MIND acknowledges the City has entered into a Lease with Colony Theater Cafe, Inc.
d/b/a Segafredo ("Segafredo") for the 769 sq. ft. restaurant/cafe space, 296 sq. ft. in the
Colony Theatre lobby for use of the food and beverage concession and storage area, and
306 sq. ft. adjacent to the Colony Theatre building for a dumpster.rstorage area (the
"Segafredo Lease"). MIND shall not prohibit Segafredo with access to the areas the City
has leased to Segafredo pursuant to the Segafredo Lease. MIND also acknowledges that
Segafredo owns and maintains a liquor license in connection with the Segafredo Lease, In
exchange for operating the Concession stand in the Colony 'theatre lobby, Segafredo is
responsible to pay 50% of the water consumption of the Colony Theatre building on a
monthly basis, as invoiced by the City, and may use the restrooms in the Theatre lobby at
all times except for when a Show is in progress. This Agreement is subject to the
Segafredo Lease or any other subsequent leases which the City may enter into in
connection with the food and beverage concessions at the Colony Theater.
SECTION 6. COMPENSATION TO THE CITY FOR USE OF THE FACILITY (USE FEE).
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6.1. Base Use Fee. For the Term of the Agreement, MIND shall pay City an annual Use Fee for
the right to use the Facility as follows:
a. in the amount of S1,00 annually in consideration for MIND's investments of
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programming, staffing, marketing and improvements.
b. All payments arc payable annually, commencing on the Commencement Date and
thereafter on the first day of each Contract Year. If the Commencement Date occurs on a
day other than the first day of a calendar month, the first Contract Year shall include the
partial month on which the Commencement Date occurs and the following twelve (12)
calendar months. ]'he Base Use Fee (and all other amounts due hereunder) shall be paid
to City in legal tender of the United States of America at the following address: 'tourism,
Culture, and Econurnic Development Department, 1700 Convention Center Drive, Miami
Beach, Florida 33139, or at such usher place that City may from time to time designate by
notice in writing.
6.2. Additional Fees and Char¢e. In addition to the Base Use Fee as set forth in subsection 6.1,
MIND shall also be responsible for payment of the following Additional Fees and Charges:
6.3. OperatingC=xpenses. MIND shall pay all costs and expenses related to Operating Expenses.
MIND hereby irrevocably and unconditionally guarantees to the City that Operating
Revenues shall at all times be sufficient to pay as and when due all Operating Expenses and
any and all other amounts that MIND is obligated to pay pursuant to this Agreement, and
further covenants and agrees that if at any time there are insufficient Operating Revenues to
pay all of the foregoing amounts, as and when required, MIND shall immediately pay the
difference from MIND's own funds. This obligation is absolute and unconditional and shall
even apply if Operating Revenues are reduced or limited by facts or circumstances not
contemplated by the parties or for reasons beyond the parties' control. The provisions of this
section 6 shall survive any termination or expiration of this Agreement.
6A. Notwithstanding subsection 6 MIND shall not be responsible for paying for capital
improvements or infrastructure within the Facility.
6.5. Sales Tax. MIND shall pay and include any and all additional sums for applicable sates and
use tax, now or hereafter prescribed by State, federal or local law, concurrent with and to the
extent any sales tax is imposed in connection with any payment due hereunder by MIND.
SECTION 7. -INTENTIONALLY OMITTED
SECTION a. RIGHTS RESERVED TO CITY
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8.1 flits of Entry. Rcprescntativcs, contractors and employees of the City shall have the right
to enter all portions of the Facility to inspect same, to observe the performance of MIND of
its obligations under this Agreement, to install, remove, adjust. repair, replace or otherwise
handle any equipment, utility lines, or other matters in, on, or about the Fa:ility, or to do any
act or thing which the City may be obligated or have the right to do under this Agreement.
Nothing contained in this subparagraph is intended or shall be construed to limit any other
rights of the City under this Agreement. The City shall not unreasonably interfere with the
activities of MEND hereunder, and the City's actions shall he conducted such that disruption
of MIND work shall be kept to a minimum and there shall be no disruption of any Event by
City (the City's actions in its proprietary capacity of the foregoing, shall riot diminish any
rights of city in its governmental capacity).
8.2. Signaa . The following provisions shall govern the name -in -title rights, interior naming
rights, and the related signage rights with respect to the Facility:
Exterior Marquee messaging will be controlled by MIND and will list events taking place
within the Facility. MIND shall include City requested public information messages, at no
cost to the City, where such public information messages do not unduly limit or interfere
with the Facility's event messaging,
MIND shall provide, at its sole expense and responsibility, any required signs within the
Facility. All signage shall be approved by the City Manager, and shall be in accordance with
all applicable Municipal, County, State and Federal laws and regulations. Any signage shall
be subject to the prior approval of the City Manager as to size, shape and placement of same.
Notwithstanding the preceding paragraph, the City Commission's consent and approval.
in the City's sole and absolute discretion, shall be required if MIND seeks to change the
name of the Facility to anything other than "Colony Theatre", and any such name change
must be approved by a 5/7 vote of the City Commission.
8.3. Interior Naming Rigbts; Interior Signage. MIND 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 limitation, any
sponsorship names) are subject to the City Manager's prior written approval, which shall not
be unreasonably withheld, conditioned or delayed. In no event may any such signage
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include the names of any company selling the following types of products ("Prohibited
Names"): guns, tobacco or sexual products.
Nothing contained herein shall preclude MIND from allowing sponsors from using
temporary banners and temporary signage within the Facility with respect to any Gvent, so
long as the banners and signage do not include any Prohibited Names.
8.4, General Requirements. All signage (whether interior, exterior, permanent and/or temporary)
shall comply with all applicable Governmental Requirements, and shall be maintained by
MIND in good condition.
SECTION 9. LIMITED FUNDING BY CITY,
9.1. During the first Contract Year of the initial term of this Agreement (From October 1, 2016
through September 30. 20.7), the City shall provide funding to MEND, 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, S42,500.00 due on April 15,
2017, and $42,500.00 due on July 15,2017. MIND shall submit an invoice for each payment
of such 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 upon MIND
providing the requisite reports under this Agreement, including, without limitation, those
reports set forth in Sections 5 and 12 of this Agreement. After the first Contract Year,
subject to funding availability and at the City Commission's sole option and discretion, the
City shall provide a City Contribution, in an amount of $170,000.00 annually, payable
quarterly in the amount of $42,500.00 within fifteen (15) days following the end of each
Quarter, during the remainder of the Initial Term and any Renewal Terms (should said
Renewal Terms be granted, at the sole option of the City), toward the operation of the
Facility.
9.2. Beginning January 15, 2017 and during the remainder of the Initial Term and any Renewal
Terms (should said Renewal Terms be granted, at the sole option of the City), subject to
funding availability and at the City Commission's sole option and discretion, the City will
also contribute a reimbursement in an amount not -to -exceed $80,000.00 dollars annually
("City's Additional Utility Contribution(s)"), payable quarterly along with the City's
Contribution, for only the following utility costs: electrical, water, sewer, and storm water.
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MIND must provide the City copies of utility hillq for the Facility along with proof of
payments in order to receive a reimbursement. At the City's option and for its convenience.
the City may make equal quarterly reimbursements in the amount of $20,000.00 of the City's
Additional Utility Contrihution with an annual true -up, if necessary. made on the October
of each year.
9.3. Any references to City's Contributions, City's Additional Utility Contribution(s), payments,
or reimbursements are based on a full Contract Year and subject to budgetary funding
approvals for each F!scal Year ofthe City that that corresponds with said Contract Year. As
such, any event which creates a shortened Contract Year, such as a default or termination for
convenience, shall be prorated accordingly.
9.4. Except as set forth in this Section 9, and other costs which the City has expressly agreed to
pay tinder the terms of this Agreement, the City will have no other funding or other payment
obligations with respect to the Facility or its Operating Expenses or its operations.
Additionally, MIND and City have entered into this Agreement with the expectation and
belief that, as of the Effective Date, no governmental body will impose any ad valorem taxes
upon the Facility nor any sales, income, excise or other taxes. Notwithstanding the
preceding sentence, the City makes no representation to MIND, either expressed or implied
that any or all of such taxes stay or may not be imposed at any time during the Term of the
Agreement.
9.5_ Community Benefit Fund. The Community Benefit Fund at the Jackie Gleason Theater was
established by Resolution No. 83-17447 to provide discounted show tickets to senior citizen
and student residents. It is funded by a $? .50 surcharge on each ticket sold. The fund's
purpose was further defined by Resolution No. 92-20454 to "present and promote
performances, programs, shows and entertainment at reduced prices or free admission for the
residents of Miami Beach." On February 10, 2016, the City Commission adopted
Resolution No. 2016-29287, which created a rent waiver grant program for the Colony
Theatre through the use of the Community Benefit Fund. The rental fee waiver grant
program for the Colony Theatre was created to incentivize live theater in Miami Beach.
Grants will cover not -for -profit theater rental fees for up to four days per week, and are
available only for live dramatic productions. Dance, music, stand-up comedy, cabaret,
burlesque and film screenings are not eligible for this grant. Grants will be administered by
the Tourism Culture and Economic Development Department following review and
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recommendation by the Miami [leach Cultural Arts Council.
a. MIND agrees to continue to honor the Cornrnunity Benefit Fund rent waiver, grant
prograni for twelve ()2) Events per Contract Year. MIND agrees that the rental charge
fur each of the 12 rentals paid by the City under this program shall be fixed at for
the entire Term. The City reserves the right to discontinue such rent waiver grant program
in the event that revenues become inadequate to subsidicc the program, or for any reason
in the City's sole and absolute discretion.
SECTION lo. RECEIPTS AND DISBURSEMENTS
10.1. MIND shall establish and maintain in one or more depositories, one or more operating,
payroll and other hank accounts for the operation and management of the Facility, as MIND
shall determine. All Operating Revenues collected by MIND from the operation of the
Facility shall be deposited into the accounts and all Operating Expenses shall be paid by
MIND as agent for the City from the accounts. Any amounts remaining in the operating
accounts upon expiration or termination of this Agreement for any reason, after payment of
all other amounts that MIND is required to pay under this Agreement including any portion
of the City's Contribution or City's Additional Utility Contribution paid to MIND in excess
of the prorated amount through the date of termination, shall be promptly paid to MIND.
Notwithstanding the foregoing, if the Agreement is terminated by the City for cause, any
excess of the prorated amounts, which were paid to MIND in connection with the City's
Contribution or City's Additional Utility Contribution, shall be paid to the City.
SECTION 11. ALTERATIONS, MAINTENANCE, AND REPAIRS.
11.1. MIND shall not make any additions, improvements, or altemations (collectively
"Alterations") to the Facility without the City Manager's prior written consent. Any cost
including those for maintaining and future capital repairs of all Alterations made by MIND
shall be borne solely by MILD from its own funds and shall not constitute Operating
Expenses, unless otherwise agreed to by the City under the category of Capital
Improvements or Maintenance. The City Manager shall not unreasonably withhold,
condition or delay his/her consent to any Alterations except that the City Manager may
withhold consent, in his/her sole and absolute discretion, with respect to any Alterations that
change the structural elements or life-saving systems or that affect the exterior of the
Facility; Notwithstanding anything to the contrary, however, MIND shall not under ary
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circumstances be permitted tu make an) Alterations that: (i) affect the structural Ix)rtions of
the Facility, or (ii) fail to comply with any. applicable Governmental Requirements. or (iii)
interfere in any material manner with the proper functioning of any mechanical, electrical,
plumbing, IIVAC, life safety or other systems, facilities or equipment of' the Facility.
11.2. Notwithstanding the maintenance responsibilities as set forth in Section 5.4 and Section 11,
it is understood by the parties hereto that MIND shall not be responsible, nor required to pay
for costs related to Capital Improvements, infrastructure, and its related scheduled
maintenance defined as plumbing and sewer lines, major electrical, structural, storm, IIVAC,
roof, slab, any and all fire safety equipment and fixtures, and exterior restoration
(collectively "Capital Improvements") with regard to the Facility. City is specifically not
responsible for any glazing including exterior windows, interior paint, drywall, doors, locks,
fixtures such as lighting and plumbing fixtures, any non -durables, utility meters, tile,
decorative elements. and Alterations as defined in Section 11.1 either desirable to or
approved for MIND.
a. MIND warrants and represents to City that, prior to the Effective Date, MIND has
inspected the Facility, and MIND hereby accepts the Facility "as -is, where -is and with all
faults" and except where required by laws, rules, and regulations of the City; Miami -Dade
County; the State of Florida; and the U.S. Government now in force or hereafter to be
adopted, is under no obligation to improve upon or make any Capital Improvements.
Before the commencement date of this agreement, The City shall ensure all equipment,
bathroom, plumbing, HVAC, fire extinguishers, fire safety equipment and fixtures, are in
working order and that the building is up to applicable codes.
11.3. MIND shall obtain all required permits for Alterations performed by, through or under
MIND and shall perform or cause to be performed such Alterations in compliance with all
Governmental Requirements. Under no circumstances shall MIND make any Alterations
which incorporate any Hazardous Substances including, without limitation, asbestos -
containing construction materials, into the Facility. Any request for City Manager's consent
to any proposed Alterations by, through or under MfND shall be made in writing and shall
contain plans or other written materials describing the work in detail reasonably satisfactory
to City Manager, provided that architectural plans shall not be required unless required for
the issuance of a building permit. City Manager shall provide or deny consent within twenty
(20) business days following receipt of MIND written request, the failure to provide or deny
:_IF, 7 =1 I
consent within such twenty (20) business day period shall be deemed a consent. Should the
work proposed by Mr\D and consented to by City Manager modify the basic floor plan of
the Facility and the building permit therefore require architectural plans, then MIND shall, at
its expense, furnish City with as -built drawings and CAD disks for such work. Unless City
Manager otherwise agrees in writing, all Alterations made or affixed to the Facility
(excluding moveable trade fixtures, equipment, persunal property and furniture) (including
without limitation, all upgrades constructed pursuant to subparagraph (b)), shall become the
property of City and shall be surrendered with the Facility at the expiration or termination of
this Agreement. With respect to Alterations costing in excess of $200,000 City Manager
may require MIND to obtain a payment bond for the work
11.4. Maintenance. Fxcept as provided for in Section 11.2, MIND shall, at its sole cost and
expense, have sole responsibility for basic maintenance to be performed on a regular basis
on all facilities, improvements, and facilities and utilities infrastructure equipment at the
Facility. Any and all repairs or replacement of the same is the responsibility of the City.
MIND shall, at its sole cost and expense, and to the satisfaction of the City, keep and
maintain the Facility, and all improvements thereon, in good, clean, and sanitary order. "lo
that end, the parties herein acknowledge, and MIND herein agrees to comply with and be
bound by, the minimum maintenance standards set forth in Exhibit "C" to this Agreement,
entitled "City of :Miami Beach Minimum Specifications for Maintenance of the Colony." It
is further understood that MIND shall provide the City with a quarterly maintenance report,
in a format to he approved by the City Manager.
11.5. Personal Property. A list of City -owned personal property included in the Agreement for use
by MIND during the Term hereof is attached and incorporated herein as Fxhibition " E".
MIND hereby accepts such equipment in its "as -is" condition, and without any warranty(ies)
and, at its sole cost and expense, acquire and maintain all replacement and such other
equipment as may be necessary to maintain the Facility in a condition which satisfies those
maintenance standards set forth in Exhibit "C", but shall not have an obligation to improve
the condition of the personal property beyond the "as -is" condition in which it was accepted,
all of which shall be noted on the inventory. MIND shall have the right, at the initial
inventory and at any point thereafter, to decline the use and responsibility for any personal
property not useful for its operation of the Facility, and may turn such personal property over
to tic City in the condition in which it was accepted. The City shall have the right to
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periodically take an inventory of any or all City -owned equipment at the Facility.
SECTION 12. RECORDS, AUDITS AND REPORTS.
12.1. Records and Audits. MrND shall keep full and accurate accounting books and records
relating to all Operating Revenues and Operating Expenses, all in accordance with generally
accepted accounting principles. MIND shall give the City such books and records during
reasonable business hours and upon reasonable advance notice. All books and records shall
be made available on -site at the facility or electronically. MIND shall keep and preserve for
at least three (3) years following each Fiscal Year, or for as long as such records are required
to be retained pursuant to Florida Public Records Law (whichever is longer), all sales slips,
rental agreements, purchase order, sales books, credit card invoices, bank books or duplicate
deposit slips, and other evidence of Operating Revenues and Operating Expenses for such
period. In addition, on or before 120 days following each Fiscal Year, MIND shall furnish to
the City a line item (i.e., by categories) statement of Operating Costs and Operating
Revenues (and profit or loss) for the Facility for the preceding Fiscal Year, and including the
number of tickets sold and Events held, prepared in accordance with generally accepted
accounting principles certified as accurate by MIND's Chief Accounting Officer or Chief
Financial Officer.
12.2. The City Manager shall have the right at any time, and from time to time, to cause
independent auditors or the City's own accountants or auditors to audit all of the books of
MIND relating to Operating Revenues, Operating Expenses, tickets and Events including,
without limitation, cash register tapes, credit card invoices, duplicate deposit tapes, and
invoices. No costs incurred by the City in conducting such audit shall be considered an
Operating Expense.
12.3. Annual Plan. Commencing upon October I, 2016, MIND shall provide to the City on or
before June I st of each year, an annual management plan, which shall include the annual
operating budget for the then current Fiscal Year but may not have a complete booking plan
or event schedule. 'I'he annual plan shall include information regarding MIND'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. MIND shall have the right from time to time to make
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any changes it deems necessary or appropriate to any such annual plan so long as the annual
plan is consistent with MIND'S fulfillment of its obligations hereunder.
12.4. Programmatic Plan. Accompanying MIND's proposed annual budget shall he the Facility
Programmatic Plan for the next fiscal year, detailing the then -known activitics planned, and
the number of residents and visitors anticipated to be impacted.
12.5. Major Capital Repairs. Accompanying MIND's proposed annual budget shall be a detailed
list of then -known major capital repairs anticipated for the Facility, which remain the sole
responsibility of the City.
12.6. MIND shall submit to the City, every Quarter, within fifteen (15) days from the end of each
Quarter, commencing with the January, 2017 Quarter, a detailed report ("Programmatic
Quarterly Report") setting forth the following infonnation:
a. Event Records and Programmatic Plan
i. A listing of Fvents hosted during the previous Quarter, including number of attendees
and the charge to the public for the event, if any.
ii. The Events scheduled or anticipated for the upcoming Quarter
iii. The number of Facility Rentals, and the charge for said Facility Rentals, including
previous Quarter and Upcoming Quarter.
b. Marketing and Promotional Activity
i. A detailed plan and budget illustrating marketing and promotional efforts
ii. Examples of consistent marketing materials, including social media campaigns, paid
marketing, outreach and public relations that ensure both the Miami Beach
community and South Florida residents in general are aware of programs taking place
at the Facility. All materials should have proper use of City of Miami Beach logo and
shall be subject to the prior written approval of the City Manager.
C. Maintenance and Capital
i. Al I maintenance work performed during the previous Quarter, including cost
ii. All maintenance work anticipated for the upcoming Quarter, including cost
d. Staffing and Administration
i. A detailed plan and budget illustrating staffing
SECTION 13. [NDEMNIFICATION.
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13.1. MILD shall indemnifv, hold harmless and defend (with counsel approved by the City
Attorncv) the City, its officers, agents, servants and employees from and against any and all
claims, liabilities, demands, causes of action, costs and expenses (including reasonable
attorneys' fees at trial and all levels of appeal) of whatsoever kind or nature ("Claims")
arising out of any (1) error, omission or negligent act or willful misconduct of MIND, its
aeents, servants, contractors, or employees, (ii) default by MIND under this Agreement. or
(iii) any other claim arising, directly or indirectly, from the operation or management of the
Facility or any Event held therein or rental or use of the Facility; provided that there is
expressly excluded from the foregoing obligations any Claims to the extent resulting from
the gross negligence or willful misconduct of the City, its officers, agents (excluding MIND),
contractors (excluding MIND) and employees or the use of the Facility by the City, its
officers, agents (excluding MIND), and employees, pursuant to Section 16 hereof.
13.2. In addition, MIND shall indemnify, hold harmless and defend the City, its officers, agents,
servants and employees, from and against any claim, demand or cause of action of whatever
kind or nature arising out of any misconduct of MINI) not included in the paragraph in the
subsection above and for which the City, its officers agents, servants or employees, are
alleged to be liable. This subsection shall not apply, however, to any such liability as may be
the result of the gross negligence or willful misconduct of the City, its officers, agents,
servants or employees.
13.3. The provisions of this Section 13 shall survive expiration or termination of this Agreement.
SECTION 14. INSURANCE REQUIREMENTS.
14.1. Before beginning any work and throughout the term of the Agreement (including renewal
periods), MIND shall, at its sole cost and expense, comply with all insurance requirements of
the City. It is agreed by the parties that MIND shall not occupy the Demised Premises until
proof of the following insurance coverage have been reviewed and approved by the City's
Risk Manager. All insurance policies required below shall be issued by companies
authorized to do business under the laws of the State of Florida. Provider shall indicate that
insurance coverage has been obtained which meets the requirements as outlined below by
submitting original certificates of insurance to the City's Risk Manager and Asset Manager
respectively:
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a. Workers Compensation for all employees of the provider as required by Florida Statute
440 and Employer's Liability covcrage in accordance with the Florida Statutory
requirements.
b. Commercial General liability on a comprehensive basis in an amount not less than
$1,000,000 combined single limit per occurrence, for bodily injury and property damage
aat(i $2,000,000 aggregate. City of Miami Beach must be shown as an additional insured
with respect to this coverage.
i. Additionally Mind will be insured for the following covcrage:
Products (completed operation aggregate) S 2,000,000
Personal and advertising (injury) $ 1,000,000
(Per occurrence) $ 1,000,000
Fire damage S 100,000
Medical Expense $ 5,000
C. Intentionally Omitted
d. All -Risk property and casualty insurance, written at a minimum of eighty (80%) percent
of replacement cost value and with replacement cost endorsement, covering all leasehold
improvements installed in the Demised Premises by or on behalf of MIND and including
without limitation all of MIND's personal property in the Demised Premises (including,
without limitation, inventory, trade fixtures, floor coverings, furniture, and other property
removable by MIND under the provisions of this Agreement).
e. Intentionally Omitted
f. The insurance coverage required shall include those classifications, as listed in standard
liability insurance manuals, which most nearly reflect the operations of the provider.
g. Any insurance coverage required above roust include a waiver of subrogation in favor of
the City.
h. The company must be rated no less than "B+" as to management, and no less than "Class
Vll" as to financial strength, by the latest edition of Best's Insurance Guide, published by
• . � - tT:t•: , ill:
• �.
0
AAI, [lest Company. Oldwich. New Jersey, or its equivalent, subject to the approval of the
City Risk Management Division.
CERTIFICAIT I (OLDER MUST READ. -
CITY OF MIAMI BEACH
1700 CONVF;NTION CENTER DRIVE
3rd FLOOR — OFFICE OF REAL FSTATE
MIAMI BEACH, Fl_ 33139
14.2. Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this Agreement.
14.3. Cite reserves the right to impose additional reasonable insurance requirements as the City
may deem necessary or in accordance with common practice.
14.4. The policies of insurance referred to above shall not be subject to cancellation or changing
coverage except upon at least thirty (30) days written notice to City and then subject to the
prior written approval of the City's Risk Manager, Should MIND fail to obtain, maintain or
renew the policies of insurance referred to above, in the required amounts, the City may, at
its sole discretion, obtain such insurance, and any sums expended by City in obtaining said
insurance, shall be repaid by MIND to City, plus ten percent (100/6) of the amount of
premiums paid to compensate City for its administrative costs. If MIND does not repay
City's expenditures within fifteen (15) days of demand, the total sum owed shall accrue
interest at the rate of twelve percent (12%) until paid, and such failure shall be deemed an
event of default hereunder.
14.5. Fire and Property Insurance for the Facility shall be the responsibility ofthc City.
SECTION 15. SECTION 15. OWNERSHIP OF ASSETS.
25
15.1. Ownership. The ownership of the Facility and all buildings and real estate, all existing (and
replacements thereof) technical and office equipment and facilities, furniture, displays,
fixtures, vehicles and similar tangible property located at the Facility at the time of the
commencement of this agreement shall remain with the City. Any and all technical and
office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible
Pp96f9Y0a
proper!) purchased by MIND for use at the facility shall remain property of MINI).
Ownership of and title to all intellectual property rights of whatsoever value held in the
Cit)'s name shall remain in the name of the City. The ownership of data processing
programs and software owned by the City shall remain with the City. and the ownership of
data processing programs and software owned by MITI), with MIND's separate funds, shall
remain with MIND. MIND shall lx granted permission to use and have access to prior
customer lists or similar materials developed by the City for the use of the Facility during the
Term of this Agreement; however. MIND shall not lake, for its own purposes, Customer lists
or similar materials developed by the City for the use of the Facility, unless prior written
consent is granted by the City Manager. Ownership of equipment, furnishings, materials, or
fixtures not considered to be real property purchased by MIND with Operating Revenues for
use at and for the Facility shall vest in the City automatically and immediately upon
purchase or acquisition.. The assets of the City as described herein shall not be pledged,
liened, encumbered or otherwise alienated or assigned. Notwithstanding anything to the
contrary contained in this Agreement, any personality, furnishings, and movable equipment
that are not a fixture and are not integral to the operation of the Facility purchased by MIND
and used at the Facility shall be the sole property of MIND. Ownership of and title to all
intellectual property rights of whatsoever value related marketing and promotional materials,
designs, slogans, social media profiles, and web pages will remain the exclusive property of
MIND.
SECTION 16. SECTION I6. USE BY THE CITY
16.1. 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, 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 that the direct out-of-pocket expenses incurred in connection with such uses
shall be paid by the City.
SECTION 17. SECTION 17. ASSIGNMENT/SUBLET.
26
17.1. Except as otherwise specifically provided in this Section 17, MIND may not voluntarily or
by operation of law, assign, encumber, pledge or otherwise transfer all or any pan of
MIND's interest in this Agreement or subcontract its management duties hereunder without
the City's prior written consent, which may be granted or withheld in City's sole and
f-t 9aae'Yd oq2Vh
absolute discretion. Any attempt by MIND to assign all or any part of its interest and any
attempt to subcontract its management duties hereunder without first having obtained City's
prior written approval shall be void and of no force or effect. In the event of any assignment.
transfer, encumbrance or subcontract, MIND shall nc�crthcicss rcmaic liable for all
obligations hereunder and the transferee shall be jointly and severally liable for all
obligations thereafter arising under this Agreement. MIND specifically recognizes that City
selected MIND to be the manager of the Facility as a result of the City's evaluation of
MIND's specific qualifications and experience in operating similar first class facilities.
17.2. The provisions of subsection 17.1 above shall not prevent MIND in the performance of its
management duties hereunder to grant licenses and concessions and rental agreements for
Events and entering into a concessions agreement for the concession operations at the
Facility. Notwithstanding the foregoing, MIND shall not be permitted to grant licenses,
concessions or rental agreements in connection with food and/or beverage services.
SECTION 18. SECTION 18. SECURITY.
18.1. MIND shall provide reasonable security to protect the Facility and its equipment, materials
and facilities, including any City equipment, furnishings, and fixtures used by MEND, and
shall be solely responsible to the City for any loss or damage to any City equipment,
furnishings, and fixtures so used by MIND.
SECTION 19. SECTION 19. PERMITS; LICENSES; TAXES; APPLICABLE LAWS.
19.1. MIND agrees to obtain and pay for all permits and licenses necessary for the conduct of its
business, including a liquor or beer and wine license for the Facility, and agrees to comply
with all laws governing the responsibility of an employer with respect to persons employed
by MIND. MIND shall also be solely responsible for payment of any and all taxes levied on
the Facility and its operations. In addition, MIND shall comply with all rules, regulations
and laws of the City; Miami -Dade County; the State of Florida; and the U.S. Government
now in force or hereafter to be adopted.
SECTION 20. SECTION 20. UTILITIES; RESPONSIBILITY FOR TAXES AND
27
ASSESSMENTS.
20.1. Utilities. MIND shall be solely responsible for and shall pay (whether to the City or directly
to the utility) before delinquency, of all charges for all water and sewer, and electricity
?-HW
utilities used at the Facility.
20.2. Procedure If Taxes Assessed. MI\D agrees to, and shall pay before delinquency, all taxes
and assessments of any kind assessed or levied, whether upon MIND or the Facility, by
reason of this Agreement or by reason of any use(s) and/or activity(tics) of MIND upon or in
connection with the Facility. The parties acknowledge that M1\'D's operation and use of the
Facility is for public purposes, and therefore anticipate that, as of the Effective Date, no ad
valorem taxes should be assessed by the Miami -Dade County Tax Appraiser. If, however, ad
valorem taxes are assessed by the Property Tax Appraiser, MIND has the right to terminate
this Agreement without penalty by providing 90 days notice to the City at which point the
City shall be solely responsible for such payment(s). As such, unless the parties agree
otherwise, if MIND fails to terminate the Agreement or pay for any such ad valorem tax
assessment, the City shall have the option to terminate this Agreement, without any penalty,
upon providing MIND with thirty (30) days prior wrinen notice.
SECTION 21. SECTION 21 FORCE MAJEURE.
21.1. No party will be liable or responsible to the other party for any delay, damage, loss, failure,
or inability to perform caused by "Force Majeure" if notice is provided to the other party
within ten (10) days of date on which such party gains actual knowledge of the event of
"Force Majeure" that such party is unable to perform. The term "Force Majeure" as used in
this Agreement means the following: an act of God, strike, war, public rioting, lightning,
fire, storm, flood, explosions, epidemics, landslides, lightning storms, earthquakes, floods,
storms, washouts, civil disturbances, explosions, and any other cause whether of the kinds
specifically enumerated above or otherwise which is not reasonably within the control of the
party whose performance is to be excused and which by the exercise of due diligence could
not be reasonably prevented or overcome (it being acknowledged that under no
circumstances shall a failure to pay amounts due and payable hereunder be excusable due to
a Force Majeure).
21.2. Neither party hereto shall be under any obligation to supply any service or services if and to
the extent and during any period that the supplying of any such service or services or the
provision of any component necessary therefore shall be prohibited or rationed by any
Governmental Requirements.
28
21 3. In the event of substantial damage to or destruction. of the Facility by reason of fire, storm or
other casualty or any eminent domain action or other regulatory action that, in either case,
shall render a substantial part of the Facility inoperable for a period of at least ninety (90)
days or in MIND's reasonable opinion the Facility can no longer be operated in a reasonably
pro!itable manner as a result of the damages or action for a period of at least ninety (90) days
from the happening of the fire, othc- casualty or regulatory action, either party may
terminate this Agreement upon written notice to the other. Upon any such termination, the
provisions of Section 31 shall apply; and provided City shall receive the entire amount of all
insurance proceeds or eminent domain award as applicable.
SECTION 21. INSPECTION.
22.1. MIND agrees that the Facility may be inspected at any time upon reasonable notice by
authorized representatives of the City, or by any other State, County, Fedem! or municipal
officer or agency having responsibilities for inspections of such operations and/or Facility
SECTION 23. WAIVER OF INTERFERENCE.
23.1. MIND hereby waives all claims for compensation for loss or damage sustained by reasons of
any interference with its operation and management of the Facility by any public agency or
official as a result of their enforcement of any laws or ordinances or of any of the rights
reserved to the City herein. Any such interference shall not relieve MIND from any
obligation hereunder.
SECTION 24. NO LIENS.
24.1. MIND agrees that it will not suffer, or through its actions or anyone under its control or
supervision, cause to be filed upon the Facility any lien or encumbrance of any kind. In the
event any lien is filed, the MIND agrees to cause such lien to be discharged within ten (10)
days therefrom, and in accordance with the applicable law and policy. If this is not
accomplished, the City may automatically terminate this Agreement, without further notice
to MIND.
SECTION 25. MIND EMPLOYEES, MANAGERS AND BOARD OF DIRECTORS.
25.1. The City and MIND recognize that in the performance of this Agreement, it shall be
necessary for MIND to retain qualified individuals to effectuate and optimize MIND's
management and operation of the Facility. MIND shall select, train and employ at &.e
29
Facility such number of employees as is necessary to appropriate for MIND to satisfy its
responsibilities hereunder. MIND shall recruit cmployees consistent with standards
employed at comparable first class facilities, and MIND shall have authority to hire,
terminate and discipline any and all personnel employed by MIND working at the Facility.
Any such personnel, whether employees, agents, independent contractors, volunteers, and/or
other, employed, retained, or otherwise engaged by MIND for such purpose(s), shali not be
deemed to be agents, employees, partners, joint ventures, or associates of the City, and shall
not obtain any rights or benefits under the civil service or pension ordinances of the City or
any rights generally afforded classified or unclassified employees of the City; further they
shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of
the City. Additionally, MIND, and/or its employees shall never have been convicted of any
offense involving moral turpitude or felony. Failure to comply with this subsection shall
constitute cause for termination of this Agreement.
25.2. MIND shall assign to the Facility a competent staff member experienced in the operations of
similar facilities, who will be located on -site with regular and posted hours during the Term.
The staff member will be supervised by a general manager who is experienced in operating
and managing similar facilities. The staff member shall be accessible to the City Manager at
all reasonable times to discuss the management, operation, and maintenance of the Facility.
SECTION 26. ;NO IMPROPER USE.
30
26.1. MIND will not use, nor suffer or permit any person to use in any manner whatsoever, the
Facility for any purpose in violation of any Federal, State, County, or municipal ordinance,
rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter
enacted or adopted. MIND shall not use the Facility for any unlawful purpose and shall
comply with all laws, permitting, and licensing requirements now in force or hereafter
adopted, applicable to the Facility or the activities, uses, and/or business(es) conducted on
the Facility. MIND agrees not to knowingly use the Facility for, or to permit operation of
any offensive or dangerous activity, nuisance or anything against public policy. Any criminal
activity in the Facility knowingly caused by or knowingly permitted by MIND shall result in
automatic termination of this Agreement. Except as may result from acts of force majeure,
MIND agrees that it will not allow the Facility to become unoccupied or vacant. MIND
shall take appropriate precautions to prevent fire on the Facility, maintaining existing fire
detection devices and extinguishing equipment at all times. Fire detection devices and
raw
extinguishing equipntcia to be provided and maintained by the City.
SECTION 27. NO DANGEROUS MATERIALS.
27.1. MIND agrees not to use or permit in the Facility t'ie storage of illuminating oils. oil lamps,
turpentine. gasoline (except for small containers [5 gallons or less] for machinery), benzene,
naphtha, or other similar substances, or explosives or any kind, or any substance or thing
prohibited in the standard policies of fire insurance companies in the State of Florida.
SECTION 28. NO CLAIM AGAINST CITY OFFICERS, EMPLOYEES, INDIVIDUALS.
28.1. It is expressly understood and agreed by and between the parties hereto that all individuals,
employees, officers, and agents of the City are acting in a representative capacity and not for
their own benefit; and that neither MINI) nor any occupant shall have any claim against
them or any of them as individuals in any event whatsoever in conjunction with any acts or
duties which are reasonably related to the performance of their duties.
SECTION 29. SECTION 29. DEFAULT AND TERMINATION.
29.1. MIND's Defaults. The occurrence of any one or more of the events listed in sub -paragraphs
29.1.1 through 29.1.4 shall constitute an Event of Default by MIND.
29.1.1 The failure by MIND to make any payment required to be made by WND as and
when due, which continues for more than ten (10) days after written notice from City;
29.1.2 The failure or inability by MILD to observe or perform any of the covenants or
provisions of this Agreement to be observed or performed by MIND, other than as
specified in other subparagraphs of this subsection 29.1, which continues for more
than thirty (30) days after written notice from City Manager; provided, however, if
the nature of the failure is such that more than such period is reasonably required for
its cure, then MIND shall not be deemed to have committed an Event of Default if
MIND commences the cure within such period and thereafter diligently pursues the
cure to completion and actually completes the cure within a period not to exceed an
additional sixty (60) day period;
29.1.3 Except as permitted pursuant to Section 17 of this Agreement, the assignment,
encumbrance, pledge, or transfer of this Agreement, whether voluntarily or by
operation of law, or any subcontract of MIND's duties hereunder, which continues for
31
32
more than fifteen (15) business days after written notice thereof from City Manager:
29.1.4 (i) The making by MIND of any general assignment for the benefit of creditors; (ii)
the filing by or against MIND of a petition to have MIND adjudged a Chapter by
operation of law, or any Code or to have debts discharged or a petition fur
reorganization or arrangement under any law relating to bankruptcy (unless, in the
case of a petition filed against MIND, the same is dismissed within sixty (60) days);
(iii) the appointment of a trustee or receiver to :ake possession of substantially all of
MIND assets located at the Facility or of MIND's interest in this Agreement, if
possession is not restored to MIND within sixty (60) days; or (iv) the attachment,
execution or other judicial seizure of substantially all of MIND's assets located at the
Facility or of MIND's interest in this Agreement, where the seizure is not discharged
within sixty (60) days. MIND's failure to qualify as a not -for profit organization
pursuant ,o Section 501(c)3 of the Internal Revenue Code of 1986.
29.1.5 The failure by MIND to maintain its exempt organization status as a not -for -profit
corporation that exists for charitable or educational purposes.
29.2 City Remedies. If an Event of Default by MIND occurs, then in addition to any other
remedies available to City, City may exercise the following remedies:
29.3 City may terminate this Agreement by written notice to MIND, in which case this Agreement
shall terminate and MIND shall immediately surrender possession of the Facility to City.
Upon termination, City shall be entitled to recover from MIND: (1) Operating Expenses that
remain unpaid through the date of termination; (2) all other- amounts that MIND is required to
pay under this Agreement through the date of termination.
29.4 City may seek specific performance of any of MIND's obligations hereunder or seek
injunctive relief;
29.5 City may exercise any other remedies available at law or inequity.
29.6 The various rights and remedies reserved to City in this Agreement or otherwise shall be
cumulative and, except as otherwise provided by Florida law, City may pursue any or all of
its rights and remedies at the same time.
14 YCRI21
29.7 MIND's Remedies. If an Event of Default by City occurs, then MIND may exercise either of
the following remedies:
29.7.1 MIND may terminate this Agreement by written notice to City, in which case this
Agreement shall terminate and MIND shall immediately surrender possession of the
Facility to City. Upon termination, MIND shall be entitled to recover from City all
amounts owed by City to MIND as of the termination date and the provisions of
Section 31 shall apply; or
29.7.2 Late Payments. Any payment owed to City or MIND under this Agreement
including, without limitation, any other payment owed to City or MIND under this
Agreement that is not received by City or MIND within ten (110) days following
notice of such amount being due shall bear interest at the rate of eighteen percent
(18%) per annum or the highest rate allowed by Florida law, whichever is less
("Default Rate") from the date due until fully paid.
29.8 IN THE EVENT THAT MIND CEASES TO BE A NOI'-FOR-PROFI I CORPORATION,
THIS AGREEMENT SHALL BE AUTOMATICALLY TERMINATED.
30 SECTION 30. ]INTENTIONALLY DELETED]
31 TERMINATION.
33
31.1 Termination for Convenience by City. The City reserves and retains the right, at its sole
option and discretion, to terminate this Agreement, without cause and without penalty, with
regard to MIND's rights and responsibilities with respect to the operation, management,
maintenance, promotion and marketing of the Facility, upon twelve months (12) prior written
notice to MIND.
31.2 Effect of Termination. In the event this Agreement expires or is terminated for any reason:
(1) All Operating Expenses and all other obligations for the period up to the date of
expiration or termination shall be paid using funds on deposit in the account(s) described in
subsection 10.1 and to the extent such funds are not sufficient, MIND shall pay all such
amounts from its own funds; (2) After all amounts referenced in subparagraph (1) have been
paid, MIND may retain all remaining Operating Revenues (if any). Upon the expiration of
A 9WANS8
tills Agreement or a termination for any reason, as further obligations of the parties hereunder
shall terminate except for the obligations which for all periods up to the date of expiration or
termination and such other obligations as are stated to survive or be performed after such
expiration or termination. All of the foregoing reimbursement and the payment obligations
are to be made within thirty (30) days after the termination date. The provisions of this
Section regarding the above reimbursement and payment obligations of the City shall survive
the termination of this Agreement.
31.3 Surrender of Facility. Upon termination or expiration of this Agreement MIND shall
surrender and vacate the Facility upon the effective date of such termination (or expiration).
The Facility and all equipment and furnishings shall be returned to the City 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 loss excepted.
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
169 East Flagler Street, PI I
Miami, FL 33131
All notices from MIND to the City shall be deemed duly served if mailed to:
With copies to:
City of Miami Beach
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Max Sklar, Tourism, Culture, and Economic Development Director
MIND and the City may change the above mailing addresses at any time upon giving the other party
written notification. All notice under this Agreement must be in writing.
33 NO DISCRIMINATION.
34
33.1 MIND agrees that there shall be no discrimination as to race, color, national origin, religion,
A 9VRfM%
sex, intersexuality, gender identity, sexual orientation, marital and familial status, age or
disability in the operations referred to by this Agreement, and further, there shall be no
discrimination regarding any use, service, maintenance or operation of the Facility. All
facilities located on the facility shall be made available to the public, subject to the right of
MIND to establish and enforce reasonable rules and regulations to provide for the safety,
orderly operation and security of the facilities.
33.2 No Discrimination in..Lmployment; Affirmative Action. In connection with the performance
of work under this Agreement, MIND shall not refuse to hire, discharge, refuse to promote or
demote, or to discriminate in matters of compensation against, any person otherwise
qualified, solely because of race, color, stational origin, religion, sex, intersexuality, gender
identity, sexual orientation, marital and familial status, age or disability.
34 -INTENTIONALLY DELETED
35 EQUAL BENEFITS FOR DOMESTIC PARTNERS
This Agreement is subject to, and MIND shall be required to comply throughout the Term hereof
with, the requirements of Section 2-373 of the City Code entitled, "Requirement for city
contractors to provide equal benefits for domestic partners" (as same may be amended from time
to time).
The Agreement is deemed to be a "covered contract," as defined in Section 2-373(ax6) of the City Code,
and shall require MIND to provide its employees working pursuant to this Agreement (whether working
within the City of Miami Beach city limits, or within the United States, but outside (lie City limits, if such
employees are directly performing work pursuant to this Agreement) "Equal Benefits" (as defined in
Section 2-373(ax8) of the City Code) to its employees with spouses and its employees with "domestic
partners" (as defined in Section 2-373(a)(7) of the City Code). Failure by MIND to comply with the
requirements of Section 2-373 of the City Code (as same may be amended from time to time) shall be
deemed to be a material breach of this Agreement which may result in termination of the Agreement, with
all monies due or to become due under the Agreement to be returned by the City. The City may also
pursue any and all remedies at law or in equity for such breach. Failure to comply with Section 2-373
may also subject MIND to debarment, in accordance with the procedures provided in Sections 2-397
through 2-406 of the City Code.
35
AW945
36 LIMITATION OF LIABILITY.
The City desires to enter into this Agreement only if in so doing the City can place a limit on its liability
for any cause of action for money damages due to an alleged breach by the City of this Agreement. so that
its liability for any such breach never exceeds the sum of $25,000. MIND hereby expresses his
willingness to enter into this Agreement with MIND's recovery from the City for any damage action for
breach of contract to be limited to a maximum amount of S25,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, M[ND hereby agrees
that the City shall not be liable to the MIND for damages in an amount in excess of $25,000, for any
action or claim for breach of contract arising out of the performance or non-performance of any
obligations imposed upon tac City by this Agreement. Nothing contained in this paragraph or elsewhere
in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability as
set forth in Section 768.28, Florida Statutes.
37 NOT A LEASE.
It is expressly understood and agreed that no part, parcel, building, structure, equipment or space is leased
to MIND; that this Agreement is a management agreement and not a lease; and that MIND's right to
operate and manage the Facility shall continue only so long as the MIND complies with the undertakings,
provisions, agreements, stipulations and conditions of this Agreement.
38 MISCELLANEOUS
36
38.1 Venue/Waiver._of Jury Trial. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, both substantive and remedial, without
regard to principals of conflict of laws. The exclusive venue for any litigation arising out of
this Agreement shall be Miami -Dade County, Florida, if in state court, and the U.S. District
Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS
AGREEMENT, CITY AND MIND EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY
MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISNG OUT OF, THIS AGREEMENT.
38.2 No Partnership or Joint Venture. Nothing herein contained is intended or shall be construed
in any way to create or establish the relationship of partners or a joint venture between the
City and MIND. done of the otTicers, agents or employees of MIND shall be or be deemed
A9�� Z938
37
to be employees ofthe City for an% purpose whatsoever.
38.3 _Entire Agreement. This Agreement and all Fxhibits attached hereto contain the entire
agreement between the parties with respect to the subject matter hereof and supersedes all
prior agrecments, understandings, proposals or other expressions of intent with respect
thereto. The Exhibits attached hereto arc incorporated into and made a part of this Agreement.
No other agreements, representations, warranties or other matters, whether oral or written,
will be deemed to bind the parties hereto with respect to the subject matter hereof.
38.4 Written Amendments. This Agreement shall not be altered, modified or amended in whole or
in part, except in writing executed by each of the patties hereto.
38.5 Binding Upon Successors and Assigns; No Third -Parry Beneficiaries. This Agreement and
the rights and obligations set forth herein shall inure to the benefit of, and be binding
upon, the parties hereto and each of their respective permitted successors and
permitted assigns.
This Agreement shall not be construed as giving any person, other than the parties hereto and
their successors and permitted assigns, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any of the provisions herein contained, this Agreement and
all provisions and conditions hereof being intended to be, and being, for the soic and
exclusive benefit of such parties and their successors and permitted assigns and for the
benefit of no other person or entity.
38.6 Section Headings and Defined Terms. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning and interpretation of this
Agreement. The terms defined herein and in any agreement executed in connection herewith
include the plural as well as the singular and the singular as well as the plural, and the use of
masculine pronouns shall include the feminine and neuter. Except as otherwise indicated, all
agreements defined herein refer to the same as from time to time amended or supplemented
or the terms thereof waived or modified in accordance herewith and therewith.
This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original copy of this Agreement, and all of which, when taken together, shall be deemed to
f-1iW 611 :9§8
constitute but one and the same agreement.
38.7 Severabiliy. The invalidity or uncnforceability of any particular provision, or part of any
provision, of this Agreement shall not affect the other provisions or parts hereof, and this
Agreement shall be: construed in all respects as if such invalid or unenforceable provisions or
parts were omitted.
38.8 Non -Waiver. A failure by either pasty to take any action with respect to any default or
violation by the other of' any of the terms, covenants, or conditions of this Agreement shall
not in any respect limit, prejudice, diminish, or constitute a waiver of any rights of such party
to act with respect to any prior, contemporaneous, or subsequent violation or default or with
respect to any continuation or repetition of the original violation or default.
38.9 Certain Representations and Warranties.
38.9.1 The City represents, warrants, and covenants to MINI) the following: (i) City has
full legal right, power and authority to enter into and perform its obligations
hereunder; and (ii) this Agreement has been duly executed and delivered by the City
and constitutes a valid and binding obligation of the City, enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally or by
general equitable principles.
38.9.2 MIND represents and warrants to the City the following: (i) MIND has full legal
right, power and authority to enter into and perform its obligations hereunder, and (i))
this Agreement has been duly executed and delivered by MIND and constitutes a
valid and binding obligation of MIND, enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally or by general
equitable principles.
38,10 Governing Law. This Agreement will be governed by and construed in accordance with the
internal laws of the State of Florida, without giving effect to otherwise applicable principles
of conflicts of law.
39 MIND'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
39.1 Pursuant to Section 119.0701 of the Florida Statutes, if MIND meets the definition of
"Contractor" as defined in Section 1:9.0701(lxa), the Concessionaire shall:
38
rdw
39.1.1 Keep and maintain public records that ordinarily and necessarily would be required
by the public agency in order (o perform the service;
39.1.2 Provide the public with access to public records on the same terms and conditions
that the public agency would provide the records and at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law;
39.1 3 Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law; and
39.1.4 Meet all requirements for retaining public records and transfer to the City, at no City
cost, all public records created, received, maintained and/or directly related to the
performance of this Agreement that are in possession of MIND upon termination of
this Agreement. Upon termination of this Agreement, the Concessionaire shall
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be
provided to the City in a format that is compatible with the information technology
systems of the City.
39.2 For purposes of this Section, the term "public records" shall mean all documents, papers,
letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or
other material, regardless of the physical form, characteristics, or means of transmission,
made or received pursuant to law or ordinance or in connection with the transaction of
official business of the City.
39.3 MIND failure to comply with the public records disclosure requirement set forth in Section
119.0701 of the Florida Statutes shall be a breach of this Agreement,
39.4 In the event MIND does not comply with the public records disclosure requirement set forth
in Section t 19.070t of the Florida Statutes, the City may, at the City's sole discretion, avail
itself of the remedies set forth under this Agreement and available at law.
40 PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD
SERVICE ARTICLES.
Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August 2,
2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in
connection with any City contract, lease, concession agreement or Special event permit. Additionally,
pursuant to Section 82-385 of the City Code, as may be amended from time to time, no polystyrene food
39
I�d:9§8
service article. will be allowed in the right-of-way, and no polystyrene food service articles can he
provided to sidewalk cafe patrons.
40.: MILD agrees, to the extent permitted under .his Agreement, rot lose] I, use, provide food in,
or offer the use of expanded polystyrene tood service articles at the facility or in connection
with this Agreement. iv11ND shall ensure that all vendors operating in the Facility abide by
the restrictions contained in this Section 40. A violation of this section shall be deemed a
default under the terms of this Agreement. This subsection shall not apply to expanded
polystyrene food service articles, defined as follows, used for prepackaged food that have
been filled and scaled prior to receipt by the MIND or its vendors.
40.1.1 Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam.
Expanded polystyrene is niore particularly defined as blown polystyrene and
expanded and extruded foams that are thermoplastic petrochernical materials utilizing
a styrene monomer and preweased by any number of techniques including, but not
limited to, fusion of polymer spheres (expandable bead foam), injection molding,
foam molding, and extrusion -blown mulding (extruded foam polystyrene).
40.1.2 Expanded polystyrene food service articles means plates, bowls, cups, containers,
lids, trays, coolers, ice chests, and all similar articles that consist of expanded
polystyrene.
41 COCA -COLA:
The City has entered into an agreement with Coca-Cola Bottling, effective September 1, 2011 —
September I, 2021, to be the exclusive provider of non-alcoholic beverages and coffee products (the
"Coca-Cola Agreement'. MIND shall only sell Coca-Cola beverages as listed in the attached Exhibit "G"
and as may be updated from time to time.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
40
oodw ffla
IN W;I 1"N[.SS N'l il;R[:OI . the panic. L-eimo im\c cau,ed their name, it, be �;i, ncd mid iIwIr ,cal, to be
aflived: all (im and .car tirst %\riuu ah(1kc.
Atic:t:
I afael (;ranao/�
05.
S-"'AI E OF I LOR1fDk"--'`_�
SS: -
COUNW OF MIAN11-DADS )
C[ fl UI 11�l061E EMI AC'If
1
I'll ilipi:r\ntc, Ma)or� -- --
I /
The foregoing instrument vvas acknowledged aefore roe this 4� da) of DC46Pr , 2016, h)
Ma)or Philip Levine and Rafael Granado. City Clerk. or their designees respectively. on behalf of the
CITY OF MIAMI BEACH. known to me to be the per>ons described in and -.%ho executed the foreCming
instrument. and ackr•o%%lcdnd to and before me that the\ executed said instrument for the purposes
therein expressed.
Wl'fNFSS,m hand and official seal, this.__ da) of QClr)J i9✓ _, ?GIG.
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
i
, I
Mr COMAS" I FF 15M
EX KS Aupun 77, 2018
awed n,v "wv T * uM.twimm
41
lPa*'VWtSf:Y.%
APPROVED AS TO
FORM & LANGUAGE
& F EXE ON
C-)
1130
City Attor" $,ASP Date
Attest:
Secretary
Print Name
Miami New Drama
STATE OF FLORIDA
COUNTY OF MIAMI-DADS )
Executive Director
Print Name
The f regoing instrument was acknowledged before me this 3 day ofO , 2016, by
VIOL "ftmt>I%k-n , on behalf of Miami New Drama, known to me to -be -the persons
described in and who executed the foregoing instrument, and acknowledged to and before me that they
executed said instrument for the purposes therein expressed.
WITNESS my hand and official seal, this 3 day of VP 12016.
�s4r\ W---O
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
42
AW9 dX98
MY COMi*&" to at? 003Y79
EXPIPAS JUN a0
EXHIBIT A
LEGAL DESCRIPTION OF THE FAC11A Y
TO BE UPDATF,D UPON COMPLETION OF SURVEY.
LEGAL. DESCRIPTION
43
FP9wa2qf8
EXIIIBIT B
ANNUAL BENCHMARKS
44
• MIND will operate a minimum of 75 new events per year at the Facility
• These events will serve an anticipated 30,000— visitors per year
• In addition to their own produced events, MIND will collaborate with other cultural and quality
presenting organizations to develop consistent events at the Facility
• MmD will create and implement consistent marketing materials, including 'Sut not limited to
public relations, social media campaigns, and paid marketing outreach to ensure that both the
Miami Beach community and South Florida residents in general are aware of programs taking
place at the Facility. A detailed plan and budget illustrating marketing efforts will be submitted
quarterly
• l�: t•� V t- 1•.
EXHIBIT C
CITY OF MIANII BEACH
MINIMUM MAINTENANCE SPECIFICATIONS
FOR MAINTENANCE OF THE: COLONY THEATRE
These minimum operating and maintenance standards are intended to be considered as a whole and
intended to provide an overall standard for the Facility. Individual discrepancies, as well as deviations,
from any individual standard shall not be considered a default of the Agreement; it is the intention of the
parties that this Exhibit is merely a guide and that MIND is only expected to use good faith efforts to
endeavor to meet the standards set forth herein. In the event of a conf'.ict between the terms or conditions
of the Agreement and the terms or conditions of this Exhibit, the terms and conditions of the Agreement
shall control
PERSONNEL
MIND shall have the sole responsibility to recut
necessary administrative and accounting personnel
operation of the Facility.
and employ a full-time general manager and any
that are responsible for the overall management and
MINI) shall have the sole responsibility to recruit and employ sufficient personnel to maintain the
following functions. general and event securit�, janitorial, housekeeping and cleaning for both event and
non-event cleanup; painting and general overall maintenance of the Facility to ensure that the Facility is
being maintained consistent with oilier similar first class facilities operated by MIND.
The City shall have the sole responsibility for maintenance of capital systems, electrical systems,
plumbing and air conditioner operation;
MIND shall have the sole responsibility to recruit and employ personnel as it deems necessary for the
staging and coordinating of Events and productions.
MIND shall maintain personnel policies that assure employment practices do not discriminate on the basis
of race, color, religion, military status, marital status, physical or mental disability, national origin, age,
gender, or sexual preference.
GENERAL SECURITY
MIND shall provide for the overall security of the Facility, including diring non-event hours.
EMERGENCY PROCEDURES
MIND shall assign an employee and a backup employee to act as an Emergency Liaison to the City. This
individual will be required to use good faith efforts to attend any and all meetings, held by the City, that
deal with emergency situations, such as extreme weather events, terrorist acts, etc. The Liaison will serve
as the point of contact during any emergency crisis.
MIND shall develop and implement a Hurricane Preparedness Procedure, a cop), of which shall be
provided to the City.
JANITORIAL, CLEANING AND HOUSEKEEPING
The Facility shall be reasonably clean and stocked with supplies (i.e. toilet paper, soap, etc.) at all times.
This includes general cleaning during non-event times, as well as during Events.
45
Restrooms are to be cleaned during Events and on a periodic basis during nun -event times to assure that
they are in a fumllunal and reasonably sanitary condition.
MIND shall have the responsibility for Sanitation and Waste as it relates to emptying of the dumpster and
servicing trash receptacles within the Theatre. The dwnpster will be serviced at current service levels.
At MIND's responsibility, treatment for pests and rodents (except termites) shall occur on a quarterly
basi.; as needed to prevent infestation or as required by applicable code.
Flooring shall be cleaned and polished on an as needed basis.
Windows shall be maintained in a reasonably clean condition and cleaned on an as needed basis.
Entrance doors and mirrors shall be maintained in a reasonably clean condition and cleaned on an as
needed basis.
LANDSCAPING.;
The City shall maintain all exterior landscaping
EXTERIOR LIGHTING
The Facility shall remain illuminated regularly after dark. MIND shall maintain all exterior lighting,
except for neon lighting.
EQUIPMENT MAINTENANCE AND GENERAL MAIN'I ENANCE
Equipment shall be maintained in a good and workmanlike manner in order to maintain in full force and
affect all dealer's and manufacturer's warranties. MIND shall develop an annual schedule for equipment
inspection and preventative maintenance.
Upon termination, cancellation, and/or expiration of the Agreement, MIND shall provide all records
maintained in accordance with Section 5.3.4. All existing warranties that are transferable will be
transferred to the City.
MIND shall post and maintain, as required by any applicable governmental code and/or regulation, any
and all required professional licenses, certifications, and/or permits.
The City shall maintain and inspect all building safety systems including but not limited to: smoke, fire,
and CO detector systems, backup generator operation, emergency battery backup functions, emergency
lighting, emergency egress, special needs and blackout preparedness equipment. All building safety
systems shall be tested on at least an annual basis or as required by federal, state or local codes and
regulations, and maintained in operating condition at all times.
The City shall develop and implement a plan for inspection and maintenance for the Facility's HVAC
systems. This shall include inspection of all HVAC controls on a quarterly basis to verify proper setting
and operation as well as any adjustments and/or maintenance that may be appropriate, including, but not
limited to filter replacement, blower and/or heat exchanger, proper operation of air intakes/vents, fan
units, ducts, etc,
MIND has the sole responsibility of maintaining the paint on the interior of the Facility.
46
A"' d(2V*
FXIJIBIT D
MIND STANDARD AGREF,'YIFNT
47
P8,Wq T of Z938
EX141BIT F
CITY OF MIAMI BEACH OWNED PROPERTY INCLUDED IN THE AGREEMENT
48
fFaagg O Z938
ft
EVENT
DATE
RECEIVED
DUE
Crohn's & Colitis Foundation
July 7, 2016
$2,017.54
$1517.54 6/10/16
Bon Ritmos
August 31, 2016
$1,266.00
$1767.26 7/29/16
Miami Hispanic Ballet
Sept 3-4, 2016
$1,000
$2765.40 7/29/16
Mlami Lyric Opera
Sept. 8-10, 2016
$500
Tickets
Inffinito 2Dth Annual Brazilian Film Fe5t.
Sept.20-24, 2016
$8,324.40
$7824.40 8/19/16
Virginia Mendez Come Dance
Sept. 27 &30, 2016
$4,455.77
53955.77 8/26/16
Miami World Cinema
Oct. 4-6, 2016
Pending Estimate/Contract
Florida Opera Prima
Oct. 9 & 15, 2016
$500
Pending Estimate
US Hispanic Circuio Creativo
Oct. 11-12, 7016
5500
S3976.80 7/7/16 $3976.80 9/9/16
Ballet Etudes
Oct. 15, 2016
Due
Pending Estimate
Miami Lyric Opera
Oct. 20, 22, 23, 2016
S500
Tickets
Miami New Drama
Oct. 24-Nov. 20, 2016
$0
Pending Estimate
New World School of The Arts
Nov. 21, 2016
New World School of The Arts
Nov. 30-Dec. 1, 2016
Art Basel US Corp
Dec. 2, 2016
$500
$2044.85 8/16 $2044.85 11/4/16
AIMM Higher In Motion Dance
Dec. 4, 2016
$500
$2271.70 9/2/16 S2271.70 11/4/16
Aguamarina Preschool
Dec. 6-7, 2016
Due
Pending Estimate
AEG Llve
Dec. 8, 2016
$800
Pending Estimate
Power Access, Inc.
Dec. 9 & 11, 2016
$500
$3709 18 7/8/16 $3709.18 11/4/16
Niklsings, Inc.
Dec. 8, 2016
$500
Tickets
New World School of The Arts
Dec. 12, 2016
Dance NOWI
Dec. 15-16, 2016
52660.27 7/7/16 $2160.27 11/11/16
AEG Live
Dec. 17-18, 2016
Erika Moon Productions
Dec. 17, 2016
Music Works
Jan. 10, 2017
$517,50
$1669.86 5/3/16 $1169.86 12/9/16
20th Century Fox Television
Jan. 16, 2017
$500
$1395.97 8/12/16 51395.97 12/16/1E
Music Works
Feb. 3, 2017
Erika Moon Productions
Feb. 10-11, 2017
Pending Estimate
NOTES
Contracted
Not contracted
Not contracted
Hold
Hold
Contracted
Contracted
Contracted
Contracted
Contracted
Hold
Contracted
Hold
2nd Hold
Contracted
Contracted
Hold
Not contracted
Music Works
Feb. 17, 2017
$517.50 $1973.70 6/3/16 $1473.70 1/13/17
Contracted
Erika Moon Productions
Feb. 18, 2017
Pending Estimate
Not contracted
New World School of The Arts
Feb. 19-26, 2017
Hold
Miami Lyric Opera
Feb. 23-26, 2017
2nd Hold
National Young Arts
Feb. 24-26, 2017
3rd Hold
Miami Lyric Opera
March 2-5, 2017
Hold
Music Works
March 8, 2017
Hold
Ballet Etudes
March 11-18, 2017
Pending Estimate
Not contracted
Erika Moon Productions
March 11-12, 2017
Hold
Lehrman Community Day School
March 26-29, 2011
Huld
Ballet Flamenco La Rosa
March 30-April 2, 2017
Pending Estimate
Not contracted
National Young Arts
March 31-April 2, 2017
Hold
Young Patronesses of The Opera
April 6-8, 2017
5500 $3559.04 10/7/16 $3559.04 3/3/11
Contracted
Music Works
April 12-23, 2017
Pending Estimate
Not contracted
Momentum Dance Company
April 14-15, 2017
Hold
MiFo Film Festival
April 21, 2017
2nd Hold
MiFo Film Festival
April 29, 2017
Pending Estimate
Not contracted
Friends of Classical Music
May 4 10, 2017
Hold
Patrons of Exceptional Artists
May 11-14, 2017
$6925.72 1/13/17 Bal. Tickets
Not contracted
Dance NOW]
May 17-21, 2017
Pending Estimate
Not contracted
World Out Games
May 26-June 4, 2017
Pending Estimate
Not contracted
Dance NOW!
June 1-3, 2017
Hold
Fitness Universe
June 23-24, 2017
Pending Estimate
Not contracted
Miami Lyric Opera
July 6-9, 2017
Hold
Miami Lyric Opera
Sept. 7-10, 2017
Ho+d
Inffinito 21th Annual Brazilian Film Fest.
Sept. 20-23, 2017
Pending Estimate
Not contracted
Dance NOWT
Dec. 15-17, 2017
Pending Estimate
Not contracted
Dance NOW)
May 17-20, 2018
Pending Estimate
Nut contracted
Fitness Universe
June 22-23, 2019
Pending Estimate
Not contracted
>0
AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
MIAMI THEATER HUB, INC D!B/A MIAMI NEW DRAMA
FOR THE
MANAGEMENT OF THE COLONY THEATRE
This Amendment No. 1 is made and entered into this day of , 2017
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 THEATER HUB, INC D/B/A MIAMI NEW DRAMA, a Florida
not -for -profit corporation, whose principal address is 169 East Flagler Street, PH, Miami,
FL 33131 ("MIND"), and hereby amends the Management Agreement between City and
MIND dated October 4, 2016 (-Management Agreement") as follows:
RECITALS
WHEREAS, on September 14, 2016, the Mayor and the City Commission
adopted Resolution No. 2016-29569, approving an agreement with MIND for the
management and operation of the Colony Theatre, and
WHEREAS, the Management Agreement was executed on October 4, 2017, and
WHEREAS, the parties desire to amend the Management Agreement to include
six municipal parking spaces at no charge for use by MIND staff
NOW, THEREFORE, the City and MIND hereby amend the Management
Agreement as follows'
1. Section 9 of the Management Agreement is hereby amended to add
the following sub paragraph:
9. 6 Parking. City shall provide six parking spaces at Municipal Parking Lot No.
P25, located at 17"' Street and Lenox Avenue at no charge for use by MIND staff.
No Further Modifications. Except as provided in this Amendment No. 1, the
Agreement remains unmodified and in full force and effect. 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)
IN WITNESS WHEREOF, this Amendment No. 1 to Management
Agreement has been duly executed by the parties hereto as of the day and year
first written above.
Attest:
Rafael Granado, City Clerk
Attest:
Signature
Print Name
Signature
Print Name
CORPORATE SEAL
(affix seai here)
CITY OF MIAMI BEACH,
FLORIDA
Philip Levine, Mayor
MIAMI THEATER HUB, INC
D/B/A MIAMI NEW DRAMA
Michel Hausmann, Artistic Director
RESOLUTION NO, 2018-30567
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA ACCEPTING THE RECOMMENDATION OF THE FINANCE AND
CITYWIDE PROJECTS COMMITTEE, AND APPROVING, IN SUBSTANTIAL FORM,
AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT WITH MIAMI NEW DRAMA,
INC. (MIND) FOR THE OPERATION, MANAGEMENT, MAINTENANCE, AND PROMOTION
OF THE COLONY THEATRE; SAID AMENDMENT CONTAINING THE FOLLOWING
ESSENTIAL TERMS: (1) INCREASING THE CITY'S CONTRIBUTION TO MIND FOR THE
OPERATION OF THE THEATRE IN FY 2018-2019, TO THE TOTAL SUM NOT TO EXCEED
$500,000, INCLUSIVE OF UTILITY CONTRIBUTIONS 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 AND EACH SUBSEQUENT
FISCAL YEAR; (11) UPDATING MIND'S NAME TO REFLECT MIAMI NEW DRAMA, INC; (111)
UPDATING THE LEGAL DESCRIPTION OF THE FACILITY, TO REFLECT UNIT 3 OF
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
FOR SENIOR CENTERS THROUGHOUT MIAMI BEACH, 1,000 FREE OR DISCOUNTED
TICKETS OFFERED ANNUALLY FOR SENIORS (AGES 62 OR OLDER) AND FOR YOUTH
(AGES 13-22); AND (VI) REQUIRING MIND TO ACKNOWLEDGE THE CITY AS AN
INSTRUMENTAL BENEFACTOR OF THE THEATRE DURING EACH PERFORMANCE AND
IN ALL MARKETING MATERIAL; AND FURTHER AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE FINAL AMENDMENT.
WHEREAS, on December 9, 2015, the City Commission made a dual referral to to both
the Cultural Arts Council (CAC) and the Finance and Citywide Projects Committee (FCWPC) to
discuss options for incentivizing local theater in Miami Beach; and
WHEREAS, this discussion was prompted by the announcement of a major new
professional theater company, Miami New Drama, under the direction of multiple -award winning
director and playwright Moises Kauffman and Michel Hausmann; and
WHEREAS, on April 13, 2016, the City Commission made another dual referral to the
CAC and FCWPC to consider having Miami New Drama manage the Colony Theatre, located
at 1040 Lincoln Road, Miami Beach, FL, (the Facility) as a pilot program; and
WHEREAS, on May 12. 2016, Mr_ Hausmann presented Miami New Drama's vision to
the members of the Cultural Arts Council, who voted unanimously in favor of the organization's
proposal to oversee the artistic direction and operation of the Colony Theatre beginning
October 1, 2016; and
WHEREAS, The FCWPC met on May 20, 2016 and recommended in support of the
proposal; and
WHEREAS, On July 22, 20W. the FCWPC recommended moving forward with the Miami
New Drama Management Agreement for the Colony Theatre, including the following City
Contributions:
Page 965 of 2938
WHEREAS, On July 22, 2016, the FCWPC recommended moving forward with the
Miami New Drama Management Agreement for the Colony Theatre, including the following City
Contributions:
The City of Miami Beach will provide an annual contribution to Miami New Drama in the
amount of $170,000, payable within fifteen (15) days following the end of each Quarter,
and
The City of Miami Beach will cover utility costs at the Colony Theatre, up to $80.000
annually, with all costs above $80,000 being the responsibility of Miami New Drama;
and
WHEREAS, On September 14, 2016, the City Commission adopted Resolution No.
2016-29569, approving an agreement with Miami Theater Hub, Inc. d/b/a Miami New Drama
(MiND) for the operation, management, maintenance and promotion of the Colony Theatre for
an initial term of two (2) years, commencing October 1, 2016 and ending on September 30,
2018, with an option to extend the agreement, at the City's sole discretion, for up to one (1)
additional temp of five (5) years, and one (1) additional term of two (2) years and 364 days; and
WHEREAS, on October 4, 2016 the City and MiND executed a Management Agreement
(the Agreement); and
WHEREAS, on May 17, 2017, the Mayor and City Commission adopted Resolution No.
2017-29858, approving Amendment No. 1 to the Agreement to include six parking spaces at
Municipal Parking Lot No. P25 at no charge to MIND; and
WHEREAS, on August 29. 2017, Miami Theater Hub, Inc. changed its name to Miami
New Drama, Inc; and
WHEREAS, on February 22, 2018, the City submitted the Facility to Condominium
ownership; and
WHEREAS, On April 24, 2018, MIND submitted to City staff the following proposed
enhanced performance indicators:
A. Increasa Number of Events and Ah'endance
Produce 150 events at the facility for contract years October 1, 2018- September 30,
2020, serving more than 35,000 visitors per year,
• Produce 175 events at the facility for contract years October 1, 2020-September 30,
2022, serving more than 40,000 visitors per year,
Produce 200 events at the facility for contract year October 1, 2022-September 30,
2023, serving more than 45,000 visitors per year.
B. Development of an Educational Divisor and Increase Public Outreach
Each season would include 4 to 5 Miami New Drama produced or co -produced productions, the
development of an educational division, and expansion of their public outreach initiatives to
include the following:
• a " $3.05 ticket program" reserving seats for first time theater -goers for every
performance for $3.05, (12 tickets per Miami New Drama Performance, 1,000 tickets
annual estimate);
• free tickets for senior centers throughout Miami Beach,
Page 966 of 2938
• free or discounted tickets offered annually for seniors (ages 62 or older) and for youth
(ages 13-2-2) (1,000 tickets annual estimate);
• educational programs to accompany each production, including student performances
that serve up to 6.400 students. Miami New Drama presents morning matinee
performances for Miami -Dade Public School students to provide access to the live
theatre experience and share vital and educational stories relevant to them,
children's summer camp and workshops Fun and creative workshops and summer
camps will be offered for aspiring artists that combine lessons in acting, hip -hop,
breakdancing, singing, beatboxing, percussion and painting teaching students how to
take part in all aspects of theatre, and
• traveling plays for schools and senior centers. For FY 18/19, Miami New Drama will
present 18 performances of Antigone in the World, which is an ambitious school and
community tour project that provides even greater in depth access to the arts for youth
and seniors; and
WHEREAS, under these performance indicators, MiND requested additional City
funding, in the amount of $420,000 annually, to be paid quarterly; and a utilities reimbursement
of $80.000 annually, to be paid quarterly, for a total annual City contribution of $500,000; and
WHEREAS, on July 20, 2018, the Finance and Citywide Projects Committee
recommended moving forward with a total annual contribution of $500,000 to MIND for FY
2018119, which was approved by the City Commission as part of the City's budget process on
September 26, 2018; and
WHEREAS, the Administration recommends approving, in substantial form, Amendment
No. 2 to the Agreement, incorporated herein by reference and attached to the City Commission
Memorandum accompanying this Resolution.
NOW, THEREFORE, BE IT DULY RESOLVED THAT THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, hereby accepts the
recommendation of the Finance and Citywide Projects Committee, and approve, 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: (1) 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, (11) updating MiND's name to reflect Miami New Drama,
Inc; (Ill) 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 for senior
centers and approximately 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 benfactor of the Theatre during each performance and in all marketing
materials; and further authorize the Mayor and City Cleric to execute the final amendment.
Page 967 of 2938
PASSED and ADOPTED this 17th day of October 2018.
ATTEST.
�,6 a
Rafael E. ranado, City Clerk
* t,;,CrFj �ORATE O
- a
�°
�CH 26"
Page 968 of 2938
Resolu Qns - R —I
MIAMI BEACH
COMMISSION MEMORANDUM
TO Honorable Mayor and Members of the City Conyrission
FROM: Jimmy L. Mwales, City Manager
DATE: October 17, ?018
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA ACCEPTING THE RECOMMENDATION OF THE
FINANCE AND CITYWIDE PROJECTS COMMITTEE, AND APPROVING, IN
SUBSTANTIAL FORM, AMENDMENT NO. 2 TO THE MANAGEMENT
AGREEMENT WITH MIAMI NEW DRAMA (MIND) FOR THE OPERATION,
MANAGEMENT, MAINTENANCE, AND PROMOTION OF THE COLONY
THEATRE, DATED OCTOBER 4, 2016: SAID AMENDMENT CONTAINING THE
FOLLOWING ESSENTIAL TERMS: (1) INCREASING THE CITY'S
CONTRIBUTION TO MIND FOR THE OPERATION OF THE THEATRE TO THE
TOTAL ANNUAL SUM NOT TO EXCEED $500,000, INCLUSIVF OF ANNUAL
UTILITY CONTRIBUTION NOT TO EXCEED 580,000, FOR FY 2015-2019 AND,
THEREAFTER, CONTINGENT UPON FUNDING APPROVAL OF THE CITY'S
CONTRIBUTION DURING THE. CITY'S BUDGETARY PROCESS AND 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 COLONY THEATRE CONDOMINIUM; (IV)
APPROVING THE FIRST RENEWAL TERM, FOR FIVE (5) YEARS, COMMENCING
OCTOBER 1, 2018 AND ENDING SEPTEMBER 30, 2023; AND (V) ENHANCING
THE PERFORMANCE MEASURES TO INCLUDE AN EDUCATIONAL DIVISION
AND PUBLIC OUTREACH, WHICH WILL INCLUDE PROVIDING FREE TICKETS
FOR SENIOR CENTERS THROUGHOUT MIAMI BEACH, FREE OR
DISCOUNTED TICKETS OFFERED ANNUALLY FOR SENIORS (AGES 62 OR
OLDER) AND FOR YOUTH (AGES 13-22); AND FURTHER AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE THE FINAL AMENDMENT.
RECOMMENDATION
Adopt this resolution.
BACKGROUND
At the December 9, 2015 Commission meeting, Commissioners Steinberg and Malakoff referred a
discussion of how to incentivize local theater in Miarri Beach to both the Cultural Arts Council (CAC)
and the Finance and Citywide Protects Corrmttee (FCWPC). This discussion was prompted by the
announcement of a major new professional theater company, Miami New Drama, under the direction
of multiple -award winning director and playwright Moises Kauffman and Michel Hausmann. The
subject was discussed at length by the CAC at its meeting on January 7, 2016,
At the April 13, 2016 City Commission meeting, Commissioners Steinberg, Grieco, and Malakoff
sponsored another referral to both the CAC; and FCWPC to consider having Miami New Drama
manage the Colony Theater as a pilot program. On May 12, 2016, Mr. Haus•nenn presented Miami
New Drama's vision to the members cf the CAC, who voted unanimously in favor of the
organization's proposal to oversee the artistic d rection and operation of the Colony Theater
beginning October 1, 2016, The Finance and Citywide Projects Committee (FCWPC) met on May
20, 2016 and recommended in support of the proposal, directed staff to negotiate a Management
Agreement that would include options for City funding and to return to the FCWPC with a draft of the
agreement for review and consideration. On June 8, 2016, the City Conrrission accepted the
recommendation of the FCWPC and staff negotiatee a draft Management Agreement with Miam
New Drama_
On July 22, 2016, the FCWPC recommended to move forward with the Miami New Drama
Management Agreement for the Colony Theatre with the following key terms and conditions:
• The City of Miami Beach shall provide an annual contribution to Miam New Drama in the
amourt of $170,000, payable within fifteen (15) days following the end of each Quarter
• The C,ty of Miami Beach shall cover utility costs at the Colony Theatre, up to $80,000 annually.
All costs above $80,000 are the responsioility of Miami New Drama.
• The agreement shall be for an initial term of two (2) years, commencing on October 1, 2016 and
ending on September 30, 2018. At its sole option and discretion, the City may extend this agreement
for up to one (1) additional five (5) year term, and one (1) additional two (2) years and 364 day term.
• Miarri New Drama shall cause at least 75 events at the facility for each contract year, serving
more than 30,OCO visitors per year
• Miami New Drama shall provide day-to-day operational and administrative services in support of
its management activities to ensure that the facility shall be operated, managed and maintained in a
first class manner, including but not limited to, acquisition of services, equipment, supplies and
facilities; maintenance and property management; security; personnel management; record -keeping;
collections and billing; and promotional activities, including but not !irnted to public relations, social
media and paid marketing outreach.
• Miami New Drama shall provide quarterly reports to the City detailing event records and
prograrnmatic plans, marketing and promotional activities, maintenance and capital work, and
opera tionalladministrative budgets.
• The City remains responsible for maintenance of the major building systems (i.e. HVAC, roof,
plumbing, electrical, and elevator) and for Tong term ouilding capital improvements.
• Miami New Dram shall be responsible for the purchase of any equipment related to the venue
that needs to be replaced due to normal wear and tear,
On September 14, 2016, the City Commission adopted Resolution No. 2016-29569 approving the
Management Agreement with Miam New Drama for the operation, management, maintenance and
promotion of the Colony Theatre, authorizing annual funding in the amount of $170,000 and having
an initial term of two (2) years, commencing October 2016, and ending on October 31, 2018, with
an option to extend the agreement, at the City's sole discretion, for up to one (1) additional five (5)
year terms, and one (1) additional two year (2) year and 364 day term (Exhibit A- Management
Agreement)
On May 17, 2017 the City Commission adopted Resolution No. 2017-29858 approving Amendment
No. 1 to the Management Agreement providing six parking spaces for employees of Miami New
Drama at Municipal Parking Lot No. P25, located at 17th Street and Lenox Avenue at no charge to
Warn New Drama. The cost of the parking is $74.90 monthly for each permit, which equates to
$449.40 monthly or $5,392.80 annually. Funding in the TCED budget covers the parking expense -
ANALYSIS
06W&W(RfXW
As noted above, under the current Management Agreement, Miam New Drama must produce 75
events at the facility for each contract year, serving -pore than 30,000 visitors per year. The following
represents these activities:
Produced 138 events at the facility for contract year October 1, 2016- September 30,
2017, serving 26,692 visitors. During the frst quarter, October 1- December 31, 2016,
Miam New Drama was required to honor aI existing rentals and did not begin producing
and booking new events until January 2017.
Produced 200 events at the facility from October 1, 2017- September 18, 2018, serving
33,000 visitors.
On April 24, 2018, Miami New Drama proposed the following performance indicators to the City:
Produce 150 events at the facility for contract years October 1, 2018- September 30,
2020, serving more than 35,000 visitors per year;
Produce 175 events at the facility for contract years October 1, 2020-September 30,
2022, serving more than 40,000 visitors per year,
Produce 200 events at the facility for contract year October 1, 2022-September 30, 2023,
serving more than 45,000 visitors per year.
Each season would include 4 to 5 Miam New Drama produced or co -produced productions, the
development of an educational division, and expansion of their public outreach initiatives to include
tie following-
• A 13.05 ticket program" reserving seats for first time theater -goers for every
performance for $3.05. (12 tickets per Miami New Drama Performance, 1,000 tickets
annual estimate)
• Free tickets for senior centers and youth throughout Miami Beach (1,000 tickets annual
estimate)
• Educational programs to accompany each production, including student performances
that serve up to 6,400 students. Miami New Drama presents morning matinee
performances for Miam-Dade Public School students to provide access to the live theatre
experience and share vital and educational stories relevant to them
• Children's Summer Camp and Workshops Fun and creative workshops and summer
camps will be offered for aspiring artists that combine lessons in acting, hip -hop,
breakdancing, singing, beatboxing, percussion ar.d painting teaching students how to take
part in all aspects of theatre.
• Traveling plays for schools and senior centers. For FY 18119, Miami New Drama will
present 18 performances of Anhgone in the World, which is an ambitious school and
community tour project that provides even greater in depth access to the arts for youth
and seniors. Performance activities include a thrilling workshop and talkback led by the
artists paired with a study guide that explains and excites audiences prior to witnessing
the adaptation.
Under these performance indicators, Miami New Drama proposed City funding in the amount of
$420,000 annually, to be paid quarterly; and a utilities reimbursement of $80,000 to be paid quarterly,
for a total annual contribution of $500,000. Capital maintenance responsibilities would be retained by
the City of Miami Beach.
On July 20, 2018, the Finance aid Citywide Projects Corrrrittee recommended moving forward with
an increase of $330,000 for a total annual contribution of S500,000 to Miami New Drama for FY
2018119, inclusive of the $80,C00 utilities reimbursement. This amount is contingent upon funding
approval o{ the City's contribution during ,he City's budgetary process for FY 2018-2019 and each
subsequent fiscal year.
As noted above, the ebsting Management Agreement with Miam New Drama ends on September
30, 2018, with an option to extend the agreement, at the City's sole discretion, for up to one (1)
additional five (5) year terns, and one (1) addit onal two (2) year and 364 day term. The first renewal
option is for five years, commencirg October 1, 2018 and ending September 30, 2023. Amendment
No. 2 to the Miarn New Drama Management Agreement for the Colony Theatre will include the
following key terms and conditions:
• The City of Miami Beach shall provide an annual contribution to Miami New Drama in the
amount of S420,000, payable within fifteen (15) days following the end of each Quarter. The
annual contribution in contingent upon funding approval of the City's contribution during the
City's budgetary process for FY 2018-2019 and each subsequent fiscal year.
• The Ciy of Miami Beach shall cover utility costs at the Colony Theatre, up to W,000 annually.
Al costs above S80,000 are the responsibility of Miami New Drama.
• The City of Miami Beach approval of the first -enewa.* option for one (1) additional five (5) year
term, commencing on October 1, 2018 and ending September 30, 2023
• Miami New Drama will increase the number of events and attendance as follows:
• o Produce 150 everts at the facility for contract years October 1, 2018-
Septernber 30, 2020, serving rmre than 35,G00 visitors per year,
• o Produce 175 events at the facility for contract years October 1, 2020-
September 30, 2022, serving more than 40,000 visitors per year;
• o Produce 200 events at the facility for contract year October 1, 2022-
September 30, 2023, serving more tha-i 45,000 visitors per year.
• Miami New Drama will develop an educational division and increase public outreach to include
the following:
• o A "$3.05 ticket program' reseving seats for first time theater -goers for every
performance for $3.05 (12 tickets per Miami New Drama Performance, 1,000
tickets annual estimate)
• o Free tickets for senior centers and youth throughout Miami Beach (1,000
tickets annual estimate)
• o Educatioral programs to accompany each production
• o Children's Summer Camp and Workshops
• o Traveling plays for schools and senior centers
• Miam New Drama shall provide day-to-day operational and administrative services in support
of its management activities to ensure that the facility shall be operated, managed and
maintained in a first class manner, including but not limited to, acquisition of services,
equipment, supplies and facilities; maintenance and property management; security; personnel
management; record -keeping; collections and billing; and promotional activities, including but
not limited to public relations, social media and paid marketing outreach.
• Miami New Drama shall provide quarterly reports to the City detailing event records and
programmatic plans, educational and outreach initiatives, marketing and promotional activities,
maintenance and capital work, and operational/edministrative budgets.
• The City remains responsible for maintenance of the major building systems (i.e. HVAC, roof,
plumbing, electrical, and elevator) and for long term building capital improvements.
In addition to increasing the City's contribution, approving the first renewal option for five years and
enhancing the key performance measures noted above, Amendment No. 2 will also update the legal
description of the facility to reflect Unit 3 of the Colony Theatre Condominium. The property was
sutxritted to condominium ownership by the City on February 22, 2018, xid as such the legal
description of the Facility would need to be updated to reflect that it is now Unit No. 3 of Colony
Theatre Condominium, according to the Declaration of CondorT mum thereof, as recorded in Official
Records Book 30872, at Pages 1216-1280, of the Publ,c Records of Miarni-Dade County. Florida.
For reference, attached is the FY 2018119 Operational Plan presented by M'am New Drama (E)hibit
C) which provides the following:
FY 18119 Operational Plan, Company Overview and Season Productions
FY 18/19 Organizational Budget
Five Year Operat:ng Budget and Projec icns
Miarh New Drama staff aresentation to Finance and Citywide Projects Committee, as
presented by Miami New Drama staff on July 13, 2018
X91U01111RIVILOH,
Staff recommends approval o` the attached Resolution approving, in substantial form, Amendment
No. 2 to the Management Agreement with Miami New Drama (MIND) for the operation, management,
maintenance, and promotion of the Colony Theatre, dated October 4, 2016; said Amendment
containing the following essertial terms (1) increasing the City's contribution to MiND for the
operation of the Theatre to the total annual sum of $500,000 for FY 2018-2019, and, thereafter,
contingent upon funding approval of the City's cortribution during the City's budgetary process for
each subsequert 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 option, for fve (5) years, commencing October 1, 2018 and ending
September 30, 2023; and (V) modifying the performance measures to include an educational division,
which will include providing free tickets for senior centers throughout Miami Beach; and further
authorizing the Mayor and City Cleric to execute the fnal amendment.
KEY INTENDED OUTCOMES SUPPORTED
Enhance Cultural and Recreational Actimies
FINANCIAL INFORMATION
Funding has been allocated as part of the adopted FY 2018-19 City budget.
Legislative Tracking
Tourism, Culture and Economic Development
ATLTACNMENTS:
Description
o Emibit A MiND Management Agreement
o E)Mibit B- Draft Amendment 2
o E)d-iibit C Legal Description of Facility >Jni* 3 Condominium
o E*ibit D MiND Ope-atng Plan
Exhibit E MiND Name Change
o Draft Reso- Miarri New Drama
:r...#mllr
MANAGEMENTAGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
MIAMI THEATER HUB, INC D/B/A MIAMI NEW DRAMA
FOR THE. MANAGEMENT OF'THE COLONY THEATRE
THIS AGREEMENT, is made and executed as of t:nis 11 day ofc)�rtfe6rl 2016 (Effective Date), by
and between the CITY OF MIAMI BEACH, FLORIDA (the "CITY"), a municipal corporation organized
and existing under the laws of the State of Florida, whose address is 1700 Convention Center Drive,
Miami Beach, Florida 33139, and MIAMI THFATER HUB, MC D/B/A MIAMI NEW DRAMA
("MIND"), a Florida not -for -profit corporation, whose principal address is 169 East Flagler Street, PH,
Miami, FL 3313 i.
BACKGROU D
City is the owner of the Colony Theatre, located at 1040 Lincoln Road, ,Miami Beach, Florida 33139, and
which is more particularly described and depicted in Exhibit "A" arached hereto and made a part hereof
(the "Facility" or the "Colony Theatre").
MIND is a Florida not -for -profit, 501(c)(3) ails organization which seeks to'showcase South Florida as
theater destination wiile at the same time increase international awareness and cultural exchange through
&,e presentation of theater plays of all genres, including but not limited to musicals, drama, classics and
world premieres, as well as work commissioned spec:ficaKy for MIND.
At the December 9, 2015 Commission meeting, Commissioners Steinberg and Malakoff referred to the
Cultura! Arts Council (CAC) and the Finance and Citywide Projects Committee (FCPC) a discussion i-cm
relating to incentives for the promotion of local theater in 'Miami Beach
The subject was discussed at Iength by the CAC at its meeting on January 7, 2016. Since this time, MIND
has worked diligently with City staff to develop a comprehensive strategic and operational plan that
would allow for MIND to manage and operate the COLONY and promote local theater in Miami Beach.
At the April 13, 2016 City Commission meeting, Commissioners Steinberg, Grieco and Malakoff
sponsored another referral to both the CAC and FCPC to consider having MIND manage the COLONY
as a pilot program.
On May 12, 2016, Michel Hausmann, on behalf of MrtiD, presented MrND's vision to the members of
the CAC, w:nich veted unanimcusly in favor of MrND's proposal to oversee the artistic direction and
operation of the Colony Theatre beginning Fiscal Year 2016-2017.
The FCPC met on May 20, 2016 to consider the pilot program. The FCPC recommended the MIND
Proposal, and directed staff to negotiate a Management Agreement that would include options for City
funding, and to return to the FCPC with a draft of the agreement for its review and consideration.
On June B, 2016, the City Commission adopted Resolution No. 20',6-29429, accepting the
recommendation of the Finance and Citywide Projects Committee, directing the Administration to
negotiate a management agreement with MIND to become the resident company and venue manager for
the Colony Theatre as a pilot program.
After negotiations between iv11ND and the City Administration. the FCPC reconsidered (tie fnanc:al
terms on July 22, 2016, and recommended increasing the City's contribution to $I70,000 annually, a;ong
with a contribution towards utilities as -pore fully set forth herein, with such contributions subject to
funding availability each City fiscal year.
On September 14, 2016, the City Commission adopted Resolution Nio.2016-29569, approving an
agreement with MIND for the management and operation, of the Facility.
City desires to engage MND as its resident theater corr.pany for the Facility, and MIND desires to accept
the engagement, and to provide management services for the Facility on the terms and conditions set forth
herein.
NOW THEREFORE, recognizing the aforestatcd recitals as true and correct and incorporating
herein, and in consideration of the mutual covenants and conditions herein contained, the City and MIND
agree m foUows:
SECTION 1. Definitions.
2
For purposes of this Agreement, the following terms have the meanings referred to in this
Section l
rPa"'cR12
"Affiliate" -- an entity that directly or UAirectly, throt.gh one or more intermediaries, controls or is
controlled by, or is under common control with, a specified entity. For purposes of this definition,
"control" means ownership of equity securities or other ownership interests which represent more than
5 i % of the voting power in the controlled eattty.
"City" -- as defined in the first paragraph of this Agreement
"City Commission" -- the governing and legislative body of the City.
"City Manager' -- the chief executive officer of the City or such person as may from time to time
be authorized in writing by such administra:ive official to act for him1her with respect to any or all
matters pertaining to this Agreement. The City Manager's initial designee for purposes of this Agreement
shall be Max Sklar, the Director of the Tourism, Culture and Economic Development Department.
"Commencement Date" -- as defined in Section 2.
"Contract Year" -- each one year period beginning October I st, and ending Sep.ernber 301h.
"Effective Date' — provided that this Agreement has been approved by the City Commission and
executed by City and MIND, the date as defined in the first paragraph of this Agreement.
"Event" or "Show" -- all uses which involve a scheduled beginning and ending time, typically all
within the same day. With respect to "Series" (as such term is hereafter defined) each Performance within
the Series shall constitute an Event or Show.
"Event Expenses" -- any and all expenses incurred or payments made by MUND in connection
with the occurrence of an Event at the Facility, including, but not limited to, costs for staffing (including
production tr.anagers and other Event staff and costs relating to set-up and clean-up within the facility.
hereto.
'Expiration Date' — as defined in Section 2
"Facility' -- as defined in the Background Section of this Agreement and as depicted in Exhibit A
'Facilit�Rentals -- temporary use of the Facility at specific interval of time pre -determined and
agreed upon by MIND.
"Fiscal Year" -- each one year period beginning October 1st and ending September 30th.
3
'Governmental Requirements' -- all laws, ordinances, rules, regulations, statutes, policies and
procedures (including administrative guidelines), and other legal -equiremeats of any governmental body
or authority or any agency thereof (including, witho'.it limitation, federal, State, County, and municipal).
'Net Operation Loss,'Profit' -- with respect to a Fiscal Year, the excess, if any, of Operating
Expenses for such Fiscal Year over Operating Revenues for such Fiscal Year, in the case of a loss, and the
excess, if any, of Operating Revenues for such Fiscal Year over Operating Expenses for such Fiscal Year,
in the case of a profit.
"Operating F,xpense�.'__ -- any and all expenses and expenditures of whatever kind or nature
incurred, directly or indirectly, by MIND in promoting, operating, maintaining, insuring and managing the
Facility, including, but not limited to: employee compensation and related expenses (e.g., base salaries,
bonuses, severance and car allowances), employee benefits and related costs, supplies, materials, utilities,
costs of any interns and independent contractors, advertising, al' costs of maintaining the Facility es
required by this Agreement, marketing and public relations costs and commissions, janitorial and cleaning
expenses, data processing costs, dues, subscriptions and membership costs, amounts expended to procure
and main*zin permits and licenses, sales taxes imposed upon rentals, professional fees directly relating to
the operation of the Facility, printing and stationery costs, Event Expenses, postage and freight casts,
equipment rental costs, computer equipment leases and line charges, telephone switch and
telecommunications services, artist and talent fees, costs, and expenses, show settlement charges, security
expenses, travel and entertainment expenses in accordance with City travel policies, the cost of employee
iniforms, safety and medical expenses, exterminator costs, costs relating to the maintenance of signage
inventory and systems, the cost of compliance with Governmental Requirements, all premiums for
insurance carried by MIND pursuant to Section 14, and all other costs of operating the Facility. Operating
Expenses shall not, however, include any costs of litigation between City and MIND, or any other costs
that are specified in this Agreement as costs to be paid by City. All Operating Expenses shall be
determined in accordance with generally accepted accounting principles consistently applied and
recognized on a full accrual basis.
"gating Revenues' -- any and all revenues of every kind or nature derived from operating,
managing or promoting the Facility, including, but not limited to: ticket sales, concession fees, rentals,
revenues from merchandise sales, advertising sales, equipment rentals, box office revenues, food service
and concession revenues (however, if such revenues are collected in the first instance by and retained by
the concessionaire, only the amount of such revenues paid by the concessionaire to the Facility shad be
included as Operating Revenues), commissions or outer revenues from decoration and set-up, security
4
and other subcontractors (however, if such revenues are collected in the first instance by and retained by
such subcontractors, only the amount of such revenues paid by such contractors to the Facility shall be
included as Operating Revenues), miscellaneous operating revenues, revenues generated from separate
agreements with MIND Aff hates, including but not limited to rentals and co -producers of events,
peraining to the Faci'ity, and interest revenues, all m determined in accordance with generaliy accepted
accounting principles and recognized on a full accrual basis. For the sake of clarity, the parties
acknowledge that to the extent that revenues from the sale of tickets for third -party Events at the Facility
are negotiated revenue of the third -party promoter and/or performer of each such Event, such sale of
tickets will not be considered Operating Revenues, but the Facility Rental fee or other compensation paid
I
o MIND with respect to any such third -party Event would be considered Operating Revenues. To the
extent that MIND collects such ticket sale revenue on behalf of a promoter and/or performer, such ticket
sale revenue shall be the source of funds from which MIND collects the rental charges and other event
reimbursements owed by the promoter and/or performer for use of the Facility, which such charges and
reimbursements are Operating Revenues hereunder. Operating Revenues shall not, however, include any
revenue from valet parking or any other parking charges with respect to the Facility or Events and shall
not include any revenues from sponsorships, all of which are specifically reserved to City "Renewal
Term" -- as defined in Section 2.
"Quarter/ /y Quarters " — October I ", January 1", April I' and July I' of each Fiscal Year_
`Series" A sequence of events which may or may not involve the same production elements, but
can be characterized by a unifying theme and schedule.
'MIND" -- as defined in the first paragraph of this Agreement.
SECTION 2. TERM.
2.1. Initial Term. This Agreement shall be for an initial term of two (2) years, commencing
on October 1, 2016 (Commencement Date), and ending on the September 30, 2018
(Expiration Date) (the "Initial Term"), unless earlier terminated pursuant to the provisions of
this Agreement.
2.2. Renewal Term(s), At its sole option and discretion, the City may extend this Agreement for
up to one (1) additional five (5) year terms, and one (1) additional two (2) years and 364 day
term, (a Renewal Term), by providing MIND with not less than 365 days prior written notice
E
prior to the Expiration Date.
2A. Notwithstanding anything in this Section 2, in the event before the end of the Initial Term or
any of the Renewal Tenr.s, MIND decides not to renew the Agreement, it shall provide the
City Manager with written notice cf is intent not to renew at least 365 days prior to the
Expiration Date
SECTION 3. COLONY THEATRE FACILITY.
The Facility subject to this Agreement shall be those facilities and spaces more specifically described
in Exhibit "A"
SECTION 4. OPERATION AND MANAGEMENT OF THE COLONY.
4.1. Genera: Scotts. City hereby engages MIND to operate, manage, maintain, promote and
market the Facility during the Term, upon the terms and conditions hereinafter set forth.
4.2. Manager of the Facility. MIND accepts the engagement and agrees to operate, manage,
promote and market the Facility in a manner consistent with other similar facilities. Subject
to the terns of this Agreement, MIND 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. In such capacity, except as .3therwise expressly reserved under this Agreement to
the City, and/or except for such matters as are subject to the approval of the City or City
Manager, MIND shall have exclusive authority over the management and operation of the
Facility and all activities therein, subject to subsections 4.3, 4.4 and 4.5 hereof.
4.3. Permitted uses. M ND shall use the Facility solely and exclusively as a public auditorium
for its not -for -profit cultural presentation company and the production of live theatrical
performances. The Facility shall be used primarily as a venue for top-quality cultural
entertainment, which may include live performances or pre-recorded presentations.
Notwithstanding the foregoing and pursuant to Section 5.4 of this Agreement„ the Facility
may also be used for such ancillary uses as are customarily related to such primary use,
including, without limitation, rehearsals; broadcasting, recording, or filming in any media
format or application (i.e., radio television, or otherwise); summer and winter children's
theater camps; private parties or functions in conjunction with an Event or third -party rental
function then being held; administrative offices for MIND; and sale of merchandise related
to any Event then being heal. The Facility does not include dedicated parking for the
v
6
building. Patrons of Events may park in public parking lots and garages if and to the extent
available, upon paying the app:icable parkins charges. The sale of food and beverage
concessions shalt not be permitted by MIND, as said services, in connection with the Shows
Or events, shall be solely provided by Segafredo, as more particularly described in
subsection 5.4(n).
4A. No other uses shall be permitted without the prior written approval of the City Manager,
which approval may be granted or withhe.`d in his/her sole discretion. Any such other use
which the City Manager approves must, however, be in accordance with (i) the Artic:es of
Incorporation and other charter documents of MIND; (ii) all laws and regulations applicable
to not -for -profit entities; (iii) all applicable Governmental Requirements; and (iv) all ad
valorem tax exempt uses of property under Chapter 196, Florida Statutes.
4.5. Prohibited Uses. It is understood and agreed that the Facility shall be used by M[ND during
the Term only for qie stated purposes in subsection 4.3, and for no other purposes or uses
whatsoever, without express written permission of the City Manager. Notwithstanding
anything contained in subsection 4.3, or any other term or condition of this Agreement (; )
WND will not make or permit any use of the Facility that, directly, or indirectly, is forbidden
by any Governmental Rcquirerr.ent, or that may be dangerous to life, limb or property; and
(2) MIND :nay not commit waste on the Facility, use the Facility for any illegal purpose,
commit a nuisance on the Facility, or allow any toxic, hazardous or dangerous substance to
be brought into the Facility or stored therein (other -han small quantities of materials
customarily used in the operation of a live theatrical performance and production venue,
which shall be used and stored in compliance with applicable law). In the event that MIND
uses the Facility for any purposes not expressly permitted herein, then the City through its
City Manager may declare this Agreement in default and, in addition to all other remedies
available to City, restrain such improper use by injunction or other legal action, with or
without notice to MIND,
4.6. Cessation/Suspension of Approved _ l:sefs� and/or Business _ Activi ies).
Notwithstanding anything contained in this Agreement, and except for the Permitted Uses
expressly set forth in subsection, 4.3 and in the event that another particular use(s) and/or
business activity(ies) has(ve) been approved by the City Manager, and the City Manager
[hereafter, upon reasonable inquiry, determines that the continuation of such use(s) and/or
...�. •'a'. • , ...
activity(ies) is(are), or may be, inconsistent, contrary to, and/or detrimental to the Permitted
Uses set forth in this Agreement, and/or to the health, safety and/or welfare of the residents
of and visitors to the City of !Miami Beach, then the City Manager, upon thirty (30) days
prior written notice to MIND of same, may retioke, suspend, and/or otherwise disallow the
objectionable uses(s) and/or business activity(ies), and MIND shall immediately cease and
desist in providing, and/or continuing with, said use(s) and/or business activity(ies) within
the time period and in the manner prescribed in the City, subject to such additional
guidelines, as may be determined and established by the City Manager, in his/her sole and
reasonable discretion and judgment
sEcrtoti s. SCOPE OF SERVICES.
5.1. General. MIND shall perform and furnish management services, personnel, and systems and
materials, as are appropriate or necessary to operate, manage, supervise, maintain, promote
and market the Facility in a manner consistent with the operations, management, promotions
and marketing of other similar first-class facilities.
5.2. Required Number of Events,• Continuous Operation; Conclusion of Events. In order to
ensure the continuous operation of the Facility, and commencing on the October 1, 2016
M1ND shall cause at least 75 Events to be held at the Facility for each Contract Year (and
proportionately for any partial Con-raet Year) during the Term, and shall exercise its best
efforts to meet the annual benchmarks referenced in Exhibi: B hereto. The aforesaid 75
Events sha:1 be calculated by counting each separate Event in a Series.
a. MIND shall cause the Facility to be available to open on a year round basis, s,,ibject to
closures for reasonable periods for rehearsal, set design, repairs, maintenance and
alterations. All Fvents and all uses shall conclude prior to 2:00 a.m. unless otherwise
approved by the City Manager, in writing; provided, however, that MIND's employees
and/or contractors may be permitted to remain at the Facility beyond 2:00 a.m. in the
event that same is necessary for purposes of taking down and/or dismantling a production,
cleaning the Facility after a performance, etc., so long as MIND's activities at the Facility
during this time do not disrupt and/or negatively impact the surrounding neighborhood. in
the event of such disruption, the City Manager and/or his/her designee shall have the right
to either strictly enforce the hours of operation, or impose reasonable guidelines upon
MIND as a condition to keeping the Facility open for the aforestated purposes (beyond
2:00 a.m.)
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5.3. Bookirg Policies, The City and MIND agree and acknowledge that the Facility wi.'l
be used by MIND for cultural and entertainment events as provided in Section 4.3.
but that MIND may also, from time to time, rent the Facility to third party presenters
consistent with the terms herein. Except as otherwise provided herein, MIND shall
have the sole authority to approve the scheduling of any hvent in the Facility and
Events requiring or having co -promotions and may refuse to book any type or
category of events for any reason whatsoever consistent with City ordinances and
regulations. MIND shall have no obligation to book any type or category of Events
(or specific Event) that are inappropriate or unprofitable, as reasonably determined
by MEND, or which may in any way interfere with the day to day activities of area
residents and businesses. Notwithstanding the preceding, or any other term or
condition of this Agreement, the City Manager shall have the right to prohibit
certain Events or uses from occurring at the Facility, upon the City Manager's
reasonable determination that such Event or use might present unreasonable
safety concerns, or violate (or otherwise not comply with) Governmental
Requirements. Notice of any such determination shaa be seat by written notice to
MIND within tairty (30) days after the City Manager has -eceived the quarterly
booking report from WND that specifies the potential hvent.
a. Attached hereto as Exhibit' F" is a list of Events or rental's which have been booked prior
to the date of execution of ;his Agrcement. MIND shall honor all such bookings and shall
receive from City, or its agents, all revenues from the agreements that have already been
paid and shall receive all remaining revenues under the agreements. MIND shall also
honor any rent waivers that have been approved by Resolution of the Mayor and City
Commission of the City. City, or its agents, shall transfer all deposit revenue to MIND
after commencement of this Agreement, but not later than October 30, 2016.
5.4. SMiftc Services. Without limiting the generality of the foregoing, MIND shall perform all
of the following services, all without the necessity of first obtaining City's approval (except
where otherwise expressly required in this Agreement), and all of which shall be performed
by MIND in a manner consistent with the management and operation of other similar first
class facilities: employ, supervise, and direct all employees and personnel consistent with
the provisions of this Agreement. All employees and/or subcontractors shall be employees
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and/or subcontractors of MIND, its Affiliates or third parties, and not of City. MIND shall
be solely responsible for assuring that the Facility is adequately staffed with competent,
qualified personnel to fulfi:I its responsibilities under this Agreement;
a. administer relationships with all third parties for the use, day to day maintenance and
operation of the Facility, initiate and participate in any and all negotiations, renewals and
extensions relating to such third party relationships, and enforce contract -sal agreements
concerning any such third party relationships;
b. negotiate, execute in its name as agent for the City, deliver and administer any and all
licenses, occupancy agreements, sponsorship agreements (excluding name -in -title
agreements), rental agreements, booking commitments, concession agreements (excluding
food and beverage concessions ar.d valet parking agreements), supplier agreements,
service contracts (including, without limitation, contracts for cleaning, decorating and set-
up, general maintenance stage equipment, staffing and personnel needs, including guards
and ushers, telephone, extermination and other services which are necessary or
appropriate, and aL' other contrac's and agreements in connection with the management,
maintenance, promotion and operation of the Facility; provided that (1) if any such
license, agreement, commitment or contract has a term that extends beyond the remaining
Term, such license, agreement, commitment or contract shall provide that it is
automatically assigned to City as of the expiration or termination date of this Agreement
and that the City Manager may terminate any such agreement without payment thereafter
at any time upon not less than ten (10) days written notice; (2) MIND shall have the sole
authority to approve the scheduling of any Event to be held at the Facility, subject to the
limitations and requirements of this Agreement; and (3) any contract entered into between
MIND and a subsidiary and/or Affiliate company shall be at terms and for prices
customarily charged by such subsidiary and./or Affiliate company for comparable goods
and services elsewhere at rates that are competitive within the industry;
C. maintain the Facility (excluding ail structural components thereof and all electrical,
HVAC, life safety, mechanical, plumbing, elevator and other systems and equipment),
which shall be maintained by the City, in a good and clean condition consistent with other
similar firs' class facilities and in comp:iance with all Governmental Requirements,
ordinary wear and tear, and casualty loss excepted. Maintenance responsibility shall
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include, without limitation, preventative and any and all other maintenance and as
required in Exhibit "C" to this Agreement (entitled "City of Miami Beach Minimum
Specifications for Maintenance of the Colony") and MIND shall keep on -site maintenance
manuals and records reflecting all of MR`D's maintenance act:vities, all of which shall be
available for inspection by the Clty Manager upon request. MIND shall submit to City
Manager periodic (not less than quarterly) reports specifying all maintenance work
performed during such period, which reports shall. be used by the C:ty's Tourism, Culture
and Economic Development Department (or its consultant) as part of an annual City
maintenance inspection and review, Format and content of reports shall be agreed upon by
both parties.
d. rent, lease, or purchase all equipment and maintenance supplies necessary or appropriate
for the day -today operation and maintenance of the Facility;
C. establish and adjust prices, rates and rate schedules for the aforesaid licenses, agreements
and contracts, and any other commitments relating to the Facility to be negotiated by
MIND in the course of its management, operation, booking and promotion of the Facility;
provided, however, that MIND shall, on or before the Commencement Date, submit its
proposed initial rates and rate schedule to the City Manager for his/her review and written
approval (which review/approval shall not be unreasonably withheld, conditioned or
delayed). Thereafter MIND shall consult with the City Manager about any adjustments to
the rates and rate schedules at the Facility to be made by MIND, and similarly secure the
City Manager's written approval (which review/approval shall not be unreasonably
withheld, conditioned or delayed) prior *o MIND's implementation, of same;
f. pay when due, all Operating Expenses from MIND's own funds;
g. after consultation with the City Manager and the City Attorney, and subject to approval by
the City Attorney or his designee, institute as agent for the City, the costs of which shall
be included as Operating Expenses, such legal actions or proceedings necessary or
appropriate in connection with the operation of the Facility (using legal counsel approved
by the City Attorney), including, without limitation, to collect charges, rents or other
revenues due to the City or to cancel, terminate or sue for damages under, any license, use,
advertisement or concession agreement for the breach thereof or default thereunder by any
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licensee, user, advertiser, or concessionaire at the Facility, institute on MIND'sown behalf
(and not as agent for City) without consultation or approval of the City, the costs of which
shall be incluced as Operating Expenses, such legal actions or proceedings necessary or
appropriate in connection with the operation of the Facility, including, without limitation,
to collect charges, rents or other revenues due to tae City or MIND or to cancel, tenninate
or sue for damages under, any license, use, advertisement or concessi, n agreement for the
breach thereof or default taereunder by any licensee, user, advertiser, or concessionaire at
the Facility;
h. maintain a master set of all Event records, booking records and schedules for the Facility
(which shall be available for inspection by the City Manager upon request),
i. provide day -today administrative services in support of its managerrtent activities to
ensure that the Facility shall be operated, managed, and maintained and performed in a
first class manner consistent with similar first class facilities including, but not limited to,
acquisition of services, equipment, supplies and facilities; maintenance and property
management; personnel management; record -keeping; coilections and billing; and similar
services,
j. engage in advertising, solicitation, and promotional activities necessary to effectively
market the Facility and Events, and manage related social media platforms for the Facility.
Any marketing materials created for the Facility shall be approved, in writing, by the City
Manager, in advance of being implemented, and will remain the exclusive property of
WN. D. In connection with its activities under the terms of this Agreement, MEND is
required to use the logo and brand identity of the City of Miami Beach, and of the Facility,
as approved by the City Manager;
k act as a collection agent for the City on sales taxes as required from for -profit facility
rentals of the Facility and remit to the State of Florida such sales taxes;
1. comp!y with all City Agreements applicable to the Facility or the conduct of MIND's
management or operation thereof, including, without limitation, the Segafredo Lease
referenced in Section 5.4(n) below, and the City's Coca-Cola Agreement referenced in
Section 41 of this Agreement;
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M. Except as otherwise approved by the City Manager, MIND shall not license or allow the
use of any portion of the Facility to other than short-term users (Le_, less than sixty (60)
consecutive days). MIND shall require that al. users of the Facility provide certificates of
insurance evidencing appropriate insurance and any other insurance required by the
appiicabie license, use or occupancy agreement. Copies of these certificates shall be
Furnished to the City Manager prior to any Event or use. Such irsurance shall be Kept in
force at all times by all licensees, ,-Sees, lessees and concessionaires. All liability policies
shall name the Ci y and MIND as additional insureds. MIND shall also require all users
of the Facility to execute (among the terms of the license or occupancy agreement) an
agreement to indemnify, defend and hold harmless the City. MIND standard license or
occupancy agreement shall, at a minimum, include the insurance and indemnity
requirements contained 'herein; shalt further be subject to the prior review and approval of
the City Manager and City Attorney's Office; and — if and when approved — shall be
attached as Exhibit "D" hereto.
n. MIND acknowledges :he City has entered into a Lease with Colony Theater Cafe, Inc.
d(b/a Segafredo ("Segafredo") for the 769 sq. ft. restaurant/cafd space, 296 sq. ft_ in the
Colony Theatre lobby For use of the food and beverage concession and storage area, and
306 sq. ft. adjacent to the Colony Theatre building for a dumpster/storage area (the
"Segafredo Lease"). MIND shall not prohibit Segafredo with access to the areas the City
has leased to Segafredo pursuant to the Segafredo Lease. :MIND also acknowledges that
Segafredo owns and maintains a liquor license in connection with the Segafredo Lease. In
exchange for operating the Concession stand in the Colony Theatre lobby, Segafredo is
responsible to pay 50% of the water consumption of the Colony Theatre building on a
monthly basis, as invoiced by the City, and may use the restrooms in the Theatre lobby at
all times except for when a Show is in progress. This Agreement is subject to the
Segafredo Lease or any other subsequent leases which the City may enter into in
connection with the food and beverage concessions at the Colony Theater.
SECTION 6. COMPENSATION TO THE CITY FOR USE OF THE FACILITY (USE FEE).
6.1. Hase Use Fee. For the Term of the Agreement, MIND shall pay City an annual Use Fee for
the right to use the Facility as follows:
a. in the amount of S1.00 annually in consideration for MIND's investments of
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programming, staffing, marketing and improvements-
b. All payments are payable annually, commencing on the Commencement Date and
thereafter on the first day of each Contract Year. If the Commencement Date occurs on a
day other than the first day of a calendar month, the first Contract Year shall include the
partial month on w;.11eh the Commencement Date occurs and the following twelve C 2)
calendar months. The Base Use cc (and a:l other amounts due hereunder) shall be paid
to City in legal tender of the United States of America at the following address::ourism,
Culture, and Economic Development Department, 1700 Convention Center Drive, Miami
Beach, Flor;da 33139: or at such other place that City may from time to time designate by
notice in writing,
6.2. Additional Fees and Charge. In addition to the Base Use Fee as set forth in subsection 6.1,
MINI) shall also be responsibie for payment of the following Additional Fees and Charges:
6.3. Operating Expenses. MIND shall pay all costs and expenses related to Operating Expenses.
MIND hereby irrevocably and unconditionally guarantees to the City that Operating
Revenues shall at all times be sufficient to pay as and when due all Operating Expenses and
any and al: other amounts that MIND is obligated to pay pursuant to this Agreement, and
further covenants and agrees that if at any time there are insufficient Operating Revenues to
pay all of the foregoing amounts, as and when required, MIND shalt immediately pay the
difference from MIND's own funds. This obligation is absolute and unconditional and shall
even apply if Operating Revenues are reduced or limited by facts or circumstances not
contemplated by the parties or for reasons beyond the parties' contrel. The provisions of this
section 6 shall survive any termination or expiration of this Agreement.
6.4. Notwithstanding subsection 6 MIND shall not be responsible for paying for capital
improvements or infrastructure within the Facility.
6.5. Sales Tax. MIND shall pay and include any and all additional sums for applicable sales and
use tax, now or hereafter prescribed by State, federal or local law, concurrent with and to the
extent any sales tax is imposed in connection with any payment due hereunder by MIND.
SECTION 7. -INTENTIONALLY OMITTED
SECTION S. RIGHTS RESERVED TO CITY
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8.1. Rights or Entry. Representatives, contractors and employees of the City shall have the right
to enter all portions of the Facility to inspect same, to observe the performance of MIND of
its obligations under this Agreement, to install, remove, adjust, repair, replace or otherwise
.. andie any equipment, utility lines, or other matters in, on, or about the Facility, or to do any
act or thing which the City may be obligated or have the right to do under this Agreement.
Nothing contained in this subparagraph is intended or shall be construed to limit any other
rights of the City under this Agreement, The City shall not unreasonably interfere with the
activities of MIND hereunder, and the City's actions shall be conducted such that disruption
of MIND work shall be kept to a tninimum and there shall be no disruption of any Event by
City (the City's actions in its proprietary capacity of the foregoing, shall not diminish any
rights of City in its governmental capacity).
8.2. Si na e. T'he following provisions shall govern the name -in -title rights, interior naming
rights, and the related signage rights with respect to the Facility:
Fxterior Marquee messaging will be controlled by MIND and will list events taking place
within the Facility. MIND shall include City requested public information messages, at no
cost to the City, where such public information messages do nut unduly Emit or interfere
with the Facility's ever.[ messaging.
MIND shall provide, at its sole expense and responsi'oiiity, any required signs within the
Facility. All signage shall be approved by the City Manager, and shall be in accordance with
all applicable Municipal, County, State and Federal laws and regulations. Any signage shall
be subject to the prior approval of the City Manager as to size, shape and placement of same.
Notwithstanding the preceding paragraph, the City Commission's consent and approval,
in the City's sole and absolute discretion, shall be required if MfND seeks to change the
name of the Facility to anything other than "Colony Theatre", and any such name change
must be approved by a 5/7 vote of the City Commission_
8.3. Interior Naming Rights: Interior Signagg. MrND shall be entitled to all pennanent (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 limitation, any
sponsorship names) are subject to the City Manager's prior written approval, which shall not
be unreasonably withheld, conditioned or delayed. In no event may any such signage
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include the names of any company selling the following types of products ("Prohibited
Names"): guns, tobacco or sexual products_
Nothing contained herein shall preclude MIND from allowing sponsors frorr. 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.
8.4. General Requirements. All signage (whether interior, exterior, permanent and/or temporary)
shall comply with all applicaKe Governmental Requirements, and shall be maintained by
MIND in good condition.
SECTION 9. LIMITED FUNDING BY CITY.
9.1. During the first Contract Year of the initial term of this Agreement (From October I, 2016
through September 30, 2017), the City shall provide funding to M[ND, 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, 20I6; $42,500.00 due on January 15, 2017, $42,500,00 due on April 15,
20'.7, and $42,500.00 due on July 15,2017. MIND shall submit an invoice for each payment
of such City's Contribution and also submit the corresponding reports due for that particular
Quarter. The City, :n its sole discretion, may condition payment of the City upon MIND
providing the requisite reports under this Agreement, including, without limitation, those
reports set forth in Sections 5 and 12 of this Agreement. After the first Contract Year,
subject to funding availabi:ity and at the City Commission's sole option and discretion, the
City shall provide a City Contribution, in an amount of S170,000.00 annually, payable
quarterly in the amount of $42,500.00 within fifteen (15) days following the end of each
Quarter, during the remainder of the Initia' Term and any Renewal Terms (should said
Renewal Terms be granted, at the sole option of the City), toward the operation of the
Faci I itv.
9.2. Beginning January 15, 2017 and during the remainder of the Initial Term and any Renewal
Terms (should said Renewal Terms be granted, at the sole option of the City), subject to
funding availability and at the City Commission's sole option and discretion, the City will
also contribute a reimbursement in an amount not -to -exceed $80,000,00 dollars annually
("City's Additional Utility Contribution(s)"), payable quarterly along with the City's
Contribution, for only the follewing utility costs electrical, water, sewer, and storm water.
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'N1ND must provide the City copies of utility bills for the Facility along with proof of
payments in order to receive a reimbursement. At the City's option and for its convenience,
the City may make equal quarterly reimbursements in the amount of $20,000.00 of the City's
Additional Utility Contribution with an annual true -up, if necessary, made on, the October "
of each year.
9.3. Any references to City's Contributions, City's Additional Utility Contribution(s), payments,
or reimbursements are based on a full Contract Year and subsect to budgetary funding
approvals for each Fiscal Year of the City that that corresponds with said Contract Year_ As
such, any event which creates a shortened Contract Year, such as a default or termination for
convenience, shall be prorated accordingly.
9.4. Except as set forth in this Section 9, and other costs which the City has expressly agreed to
pay under the terms of this Agreement, the City will have no other funding or other payment
obligations with respect to the Facility or its Operating Expenses or its operations.
Additionally, MIND and City have entered into this Agreement with the expectation and
belief that, as of the Effective Date, no governmental body wil: impose any ad valorem taxes
upon the Facility nor any sales, income, excise or other taxes. Notwithstanding the
preceding sentence, the City makes no representation to MIND, either expressed or irr,plicd
that any or all of such taxes may or may not be imposed at any time during the Term of the
Agreement.
9.5. Community Benefit Fund. The Community Benefit Fund at the Jackie Gleason Theater was
established by Resolution No. 83-17447 to provide discounted show tickets to senior citizen
and student residents. It is funded by a $1.50 surcharge on each ticket sold. The fund's
purpose was further defined by Resolution No. 92-20454 to "present and promote
performances, programs, shows and entertainment at reduced prices or free admission for the
residents of Miami Beach." On February 10, 2016, the City Commission adopted
Resolution No. 2016-29287, which created a rent waiver grant progam for the Colony
Theatre through the use of the Community Benefit Fund. The rental fee waiver grant
program for the Colony Theatre was created to incentivize live theater in Miami Beach.
Grants will cover not -for -profit theater rental fees for up to four days per week, and are
available only for Live dramatic productions. Dance, music, stand-up comedy, cabaret,
burlesque and film screenings are not eligible for this grant. Grants will be administered by
the Tourism Culture and Economic Development Department following review and
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recommen6anon by the Miami Beach CuKital Arts Councii.
a_ MIND agrees to continue to honor the Community Benefit Fund rent waiver grant
program for twelve (12) Events per Contract Year. WIND agrees that the rental charge
for each of the 12 rentals paid by the City under this program shall be fixed at for
the entire Term. I he City reserves the right to discontinue such rent waiver grant program
in the event that revenues become inadequate to subsidize the program, or for any reason
in the City's sole and absolute discretion.
SECrION lo. RECEIPTS AND DISBURSEMENTS
10,1. MIND shall establish and maintain in one or more depositories, one or more operating,
payroll and other bank accounts for the operation and management of the Facility, as MIND
shall determine. All Operating Revenues collected by 'M ND from the operation of the
Facility shall be deposited into the accounts and all Operating Expenses shall be paid by
MIND as agent for the City from the accounts. Any amounts remaining in the operating
accounts upon expiration or terminat:on of this Agrecrnent for any reason, atler payment of
all other amounts that MIND is required to pay under this Agreement including any portion
of the City's Contribution or City's Additional Utility Contribution paid to MIND in excess
of the prorated amount through the date of termination, shall be promptly paid to MIND.
lotwithstanding the foregoing, if the Agreement is terminated by the City for cause, any
excess of the prorated amounts, which were paid to MIND in connection with the City's
Contribution or City's Additional Utility Contribution, shall be paid to the City.
SECTION IL ALTERATIONS, MAINTENANCE, AND REPAIRS.
11.1- MIND shall not make any additions, improvements, or alternations (collectively
"Alterations") to the Facility without the City Manager's prior written consent. Any cost
including those for maintaining and future capital repairs of all Alterations made by MIND
shall be borne solely by MIND from is own funds and shall not constitute Operating
Expenses, unless otherwise agreed to by the City under die category of Capital
Improvements or Maintenance. The City Manager shall not unreasonably withhold,
condition or delay his/her consent to any Alterations except that the City Manager may
withhold consent, in his/her sole and absolute discretion, with respect to any Alterations that
change the structural elements or life-saving systems or that affect the exterior of the
Facility; Notwithstanding anything to the contrary, however, MIND shall not under any
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circumstances be permitted to make any Alterations that: (i) affect the structural portions of
the Facility, or (ii) fail to comply with any applicable Governmental Requirements; or (iii)
interfere in any material manner with the proper functioning of any mechanical, electrical,
plumbing, HVAC, life safety or other systems, facilities or equipment of t'7e Facility
1.2. Notwithstanding the maintenance responsibilities as set forth in Section 5.4 and Section 11,
it is understood by the parties hereto that MIND shall not be responsible, nor requires to pay
for costs related to Capital Improvements, infrastructure, and its related scheduled
maintenance defined as plumbing and sewer lanes, major electrica;, structural, storm, HVAC,
roof, slab, any and all fire safety equipment and fixtures, and exterior res-oration
(collectively "Capital improvements") with regard to the Facility. City is specifically not
responsible for any glazing including exterior windows, interior paint, drywall, doors, locks,
fixtures such as lighting and plumbing fixtures, any non -durables, utility meters, tile,
decorative elements, and Alterations as defined in Section 11.1 either desirable to or
approved for MIND.
a. MihD warrants and represents to City that, prior to the Effective Date, MIND has
inspected the Facility, and MIND hereby accepts the Facility "as -is, where -is and with all
faults" and except where required by laws, rules, and regulations of the City; Miami -Dade
County; the State of Florida; and the U.S. Government now in force or hereafter to be
adopted, is under no obligation to improve upon or make any Capital Improvements.
Before the commencement date of this agreement, The City shall ensure ail equipment,
bathroom, plutn,bing, HVAC, fire extinguishers, fire safety equipment and fixtures, are in
working order and that the building is up to applicable codes.
11.3. MIND shall obtain all required permits for Alterations performed by, through or under
MIND and shall perform or cause to be performed such Alterations in compliance with all
Governmental Requirements. Under no circumstances shall MIND make any Alterations
which incorporate any Hazardous Substances including, without limitation, asbestos -
containing construction materials, into the Facility. Any request for City Manager's consent
to any proposed Alterations by, through or under MIND shall be made in writing and shall
contain plans or other written materials describing the work in detail reasonably satisfactory
to City Manager, provided that architectural plaits shall not be required unless required for
the issuance of a building permit. City Manager shall provide or deny consent within twenty
(20) business days following receipt of MIND written request, the failure to provide or deny
we,
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consent within such twenty (20) business day period shall be deemed a consent. Shculd the
work proposed by MFND and consented to by City Manager modify the basic floor plan of
the Facility and the building permit therefore require architectural plans, then MYND shall, at
its expense, furnish City with as -built drawings and CAD disks for such work. Unless City
Manager otherwise agrees in writing, all Altcrations made or affixed to the Facility
(excluding moveable trade fixtures, equipment, personal property and furniture) (including
without limitation, all upgrades constructed pursuant to subparagraph (b)), shall become the
property of City and shall be surrendered with the Facility at the expiration or termination of
this Agreement. With respect to Alterations costing in excess of S200,000 City Manager
may require MIND to obtain a payment bond for the work
11.4. Maintenance. Except as provided for in Section 11,2, MIND shall, at its sole cost and
expense, have sole responsibility for basic maintenance to be performed on a regular basis
or. all facilities, improvements, and facilities and utilities infrastructure equipment at the
Facility. Any and all repairs or replacement o` the same is the responsibility of the City.
MIND shall, at its sole cost and expense, and to the satisfaction of the City, keep and
maintain the Facility, and all improvements thereon, in good, clean, and sanitary order. To
that ead, the parties herein acknowledge, and MEND herein agrees to comply with and be
bound by, the minimum maintenance standards set forth in Exhibit "C" to this Agreement,
entitled "City of "Miami Beach Minimum Specifications for Maintenance of the Colony_" It
is further understood that MIND shall provide the City with a quarterly maintenance report,
in a format to be approved by the City Manager,
11.5. Personal Property. A list of City -owned personal property included in the Agreement for use
by MIND during the term hereof is attached and incorporated herein as Exhibition "E".
MIND hereby accepts such equipment in its "as -is" condition, and without any warranty(ies)
and, at its sole cost and expense, acquire and maintain all replacement and such other
equipment as may be necessary to ma;ntain the Facility in a condition which satisfies those
maintenance standards set forth in Exhibit "C", but shall not have an obligation to improve
the condition of the personal property beyond the "as -is" condition in which it was accepted,
all of which shall be noted on the inventory. MIND shall have the right, at the initial
inventory and at any point thereafter, to decline the use and responsibility for any personal
property not useful for its operation of the Facility, and may turn such personal property over
to the City in the condition in which it was accepted. The City shall have the right to
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periodicaay take an inventory of any or all City -owned equipment at the Facility.
SECTION 12. RECORDS, AUDITS AND REPORTS.
12.1. Records and Audits. 'HIND shall keep full and accurate accounting books and records
relating to all Operating Revenues and Operating Expenses, all in accordance with generally
accepted accounting principles. MEND shall give the City such books and re ords during
reasonable business hours and upon reasonable advance notice. All books and records shall
be made available on -site at the Facility or clectronica:ly. MIND shall keep and preserve for
at least three (3) years following each Fiscal Year, or for as long as such records are required
to be retained pursuant to Florida Public Records Law (whichever is longer), aJ sales slips,
rental agreements, purchase order, sales books, credit card invoices, bank books or duplicate
deposit slips, and other evidence of Operating Revenues and Operating Expenses ,or such
period. In addition, on or before 120 days following each Fisea', Year, MIND shall furnish to
the City a line item (i.e., by categories) statement of Operating Costs and Operating
Revenues (and profit or loss) for the Facility for the preceding Fiscal Year, and including the
number of tickets sold and Events held, prepared in accordance wi,h generally accepted
accounting principles certified as accurate by WND's Chief Accounting Officer or Chief
Financial Officer.
12.2. The City Manager shall have the right at any time, and from time to time, to cause
independent auditors or the City's own accountants or auditors to audit all of the books of
MIND relating to Operating Revenues, Operating Expenses, tickets and Events including,
without limitation, cash register rapes, credit card invoices, duplicate deposit tapes, and
invoices. No costs incurred by the City in conducting such audit shall be considerec an
Operating Expense,
12.3. Annual Plan. Commencing upon October 1, 2016, M.-ND shall provide to the City on or
before June Ist of each year, an annual management plan, which shall] include the annual
operating budget for the then current Fiscal Year but may rot have a compete booking plan
or event schedule. The annual plan shall include information regarding MIND'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 suc i time), and planned
equipment and furnishings purchases. MIND shall have the right from time to time to make
21
any changes it deems necessary or appropriate to any such annual plan so long as the annual
plan is consistent with MIND'S fulfillment of its obligations hereunder.
2.4. Programmatic flan, Accompanying'ANI D's proposed annual budget s::tall 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.
i 2.5 Ma'or C alpital Repairs. Accompanying MTND's proposed annual budget s-all be a detailed
list of then -known major capital repairs anticipated for the Facility, which remain the sole
responsibility of the City.
12.6. MIND shall submit to the City, every Quarter, within fifteen (IS) days from the end of each
Quarter, commencing with the January, 2017 Quarter, a detailed report ("Programmatic
Quarterly Report") setting forth the foLowing information:
a. Fvent Records and Programmatic Plan
i. A listing of Events hosted during the previous Quarter, inchiding number of attendees
and the charge to t:rc public for the event, if any
ii. Tae Events scheduled or anticipated for the upcoming Quarter
i; i. The number of Facility Rentals, and the charge for said Facility Rentals, including
previous Quarter and Upcoming Quarter.
b. Marketing and Promotional Activity
I. A detailed plan and budget iltustratir.g marketing and promotional efforts
ii. Examples of consistent marketing materials, including social media campaigns, paid
marketing, outreach and public relations that ensure both the 'Miami Beach
community and South Florida residents in general are aware of programs taking place
at the Facility. All materials should have proper use of City of Miami Beach logo and
shall be subject to the prior written approval of the City Manager.
C. Maintenance and Capital
i. Ail maintenance work performed during the previous Quarter, including cost
ii. All maintenance work anticipated for the upcoming Quarter, including cost
d. Staffing and Administration
1. A detailed plan and budget il:ustrating staffing
SECTION 13. MEMNIFICATION.
22
J. MIND shall indemnify, hold harmless and defend (with counsel approved by he City
Attorney) the City, its officers, agents, servants and employees from and against any and all
claims, liabilities, demands, causes of action, costs and expenses (including-easonable
attorneys' fees at trial and all levels of appeal) of whatsoever kind or nature ("Claims")
arising out of any (1) error, omission or negligent act or willful misconduct of MIND, its
agents, servants, contractors, or employees; (ii) default by MIND under this Agreement; or
(iii) any other claim arising, directly or indirectly, from the operation or management of the
Facility or any Event he'd therein or rental or use of the Facility; prov:dcd that there is
expressly excluded from the foregoing obligations any Claims to the extent resulting from
the gross negligence or willful misconduct of the City, its officers, agents (excluding MIND),
contractors (excluding WND) and employees or the use of the Facility by the City, :ts
officers, agents (excluding MIND), and employees, pursuant to Section 16 hereof.
13.2. In addition, MIND shall indernify, hold harmless and defend the City, its officers, agents,
servants and employees, from and against any claim, demand or cause of action of whatever
kind or nature arising out of any misconduct of MIND not included in the paragraph in the
subsection above and for which the City, its officers agents, servants or employees, are
alleged to be liable. This subsection shall not apply, however, to any such liability as may be
the result of the gross negligence or willful misconduct of the City, its officers, agents,
servants or employees.
.3.3. The provisions of this Section 13 shall survive expiration or termination o_`this Agreement.
SECTION 14. INSURANCE REQL-l[REMENTS.
14.1. Before beginning any work and throughout the term of the Agreement (including renewal
periods), MND, shall, at its sole cost and expense, comply with all insurance requirements of
the City. It is agreed by the parties that MIND s:'rcall not occupy the Demised Premises until
proof of the following insurance coverage have been reviewed and approved by the City's
Risk Manager. All insurance policies required below shall be issued by companies
authorized to do business under the laws of the State of Flonda. Provider shall indicate that
insurance coverage has been obtained which meets the requirements as outlined below by
submitting original certificates of insurance to the City's Risk Manager and Asset Manager
respectively:
23
a. Worker's Compensation for all employees of the provider as requirec by Florida Statute
440 and Employer's Liability coverage in accordance with the Florida Stah:tory
requirements.
b. Commercial General liability on a comprehensive basis in an amount not less than
$1 000,000 combined single limit per occurrence, for bodily injury and property damage
and $2,000,000 aggregate. City of Miami &ach must be shown as an additional insured
with respect to this coverage.
i. Additionally Mind will be insured for the following coverage:
Products (completed operation aggregate) $ 2,000,000
Personal and advertising (injury) $ 1,000,000
(Per occurrence) $ 1,000,000
Fire damage S 100,000
:Medical Expense S 5,000
c Intentionally Omitted
d. All -Risk property and casualty insurance, written at a minimum of eighty (801/o) percent
of replacement cost value and with replacement cost endorsement, covering all leasehold
improvements installed in the Demised Premises by or on behalf of MIND and including
without limitation ail of MIND's personal property in the Demised Premises (including,
Without limitation., inventory, trade fixtures, floor coverings, furniture, and other property
removable by MIND under the provisions of this Agreement).
e. Intentionally Omitted
f. The insurance coverage required shall include those classifications, as listed in standard
liability insurance manuals, which most nearly reflect the operations of the provider.
g. Any insurance coverage required above must include a waiver of subrogation in favor of
the City.
h. The company must be rated no less than "B-" as to management, and no less than "Class
VII" as to financial strength, by the latest edition of Best's Insurance Guide, published by
24
A.M. Best Ccmpan), Oldwick, New Jersey, or its equivalent, sub,iect to the approval of the
City Risk Management Division.
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE
3rd FLOOR — OFFICE OF REAL ESTATE
MIAMI BEACH, FI, 33134
14.2. Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this Agreement.
:4.3. City reserves the right to impose additional reasonable insurance requirements as the City
may deem necessary or in accordance with common practice.
14.4. The policies of insurance referred to above shall rot be subject to cancellation or changing
coverage except upon at least thirty (30) days written notice to City and then subject to the
prior written approval of the City's Risk Manager. Should MIND .`ail to obtain, maintain or
renew the policies of insurance referred to above, in the required amounts, the City may, at
its sole discretion, obtain such insurance, and any, sums expended by City in obtaining said
insurance, shall be repair by MIND to City, plus ten percent (10%) of the amount of
premiums paid to compensate City for its administrative costs. if MIND does not repay
City's expenditures within fifteen (15) days of demand, the total sum owed shall accrue
interest at the rate of twelve percent ('.2%) until paid, and such faLure shall be deemed an
event of default hereunder.
14.5. Fire and Property Insurance for the Facility shall be the responsibility of the City.
SECTION 15. SECTION 15. OWNERSHIP OFASSETS.
1 s.l. OwnershitZ. The ownership of the Facility and all buildings and real estate, all existing (and
replacements thereof) technical and office equipment and facilities, furniture, displays,
fixtures, vehicles and similar tangible property located at the Facility at the time of the
commencement of this agreement shall remain with the City. Any and all technical and
office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible
25
property purchased by MIND for use at the facility steal; remain property of MIND.
Ownership of and title to all inte:lectual property rights of whatsoever value held in the
City's name shall remain in the name of the City. The ownership of data processing
programs and soRware owned by the City shall remain with the City, and the ownership of
data processing programs and software owned by MIND, with MIND's separate funds, shall
remain with MIND. MIND shall be granted permission to use and have access to prior
customer lists or similar materials developed by the Ciy for the use of the Faci:ity during the
Term of this Agreement; however, MEND shall not take, for its own purposes, Customer :ists
or similar materials developed by the City for the use of the Facility, unless pner written
consent is granted by the City Manager. Ownership of equipment, fumishings, materials, cr
fixtures not considered to be real property purchased by MIND with Operating Revenues for
use at and for the Facility shall vest in the City automatically and immediately upon
purchase or acquisition., The assets of the City as described hereir. shall not be pledged,
liened, encumbered or otherwise alienated or assigned. Notwithstanding anything to the
contrary contained in this Agreement, any personality, furnishings, and movable equipment
that are not a fixture and are not integral to the operation of the Facility purchased by MIND
and used at the Facility shall be the sole property of MIND_ Ownership of and title to all
intellectual property ngh:s of whatsoever value related marketing and promotiona: materials,
designs, slogans, social media profiles, and web pages will remain the exclusive property of
MIV 1
SECTION 16. SECTION 16. USE BY THE CITY
16.1. 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, 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 that the direct out-of-pocket expenses incurred in connection with such uses
shall be paid by the City.
SECTION 17, SECTION 17. ASSIGNMENT/SUBLET.
17.1. Except as otherwise specifically provided ir. this Section 17. MIND may not voluntarily or
by operation of law, assign, encumber, pledge or otherwise transfer all or any part of
MIND's interest in this Agreement or subcontract its management duties hereunder without
the City's prior written consent, which may be gmnted or withheld in City's sole and
26
absolute discretion. Any attempt by MIND to assign all or any part of its interest and any
attempt to subcontract its management duties hereunder without first having obtained City's
prior written approval shall be void and of no force or effect. In the event of any assignment,
transfer, encumbrance or subcontract, MIND shall nevertheless remain liable for all
obligations aereunder and the transferee shall be ;ointly and severally liable for all
:)bligations thereafter arising under this Agreement. MIND specifically recognizes that City
selected MEND to be the manager of the Facility as a result of the City's evaluation of
MIND's specific qualifications and experience in operating similar first class facilities.
17.2 71,.e provisions of subsection 17.1 above shall not prevent ;MIND :n the performance of its
management duties hereunder to grant Iicenses and concessions and rental agreements for
F,vents and entering into a concessions agreement for the concession operations at the
Facility. Notwithstanding the foregoing, MIND shall not be permitted to grant licenses,
concessions or rental agreements in connection with food and/or beverage services.
SECTION 18. SECTION 18. SECURITY.
18.1. MIND shall provide reasonable security to protect the Facility and its equipment, materials
and facilities, including any City equipment, furnishings, and fixtures used by MIND, and
shall be solely responsible to the City for any loss or damage to any City equipment,
furnishings, and fixtures so used by MIND.
SECTION 19. SECTION 19. PERMITS; LICENSES; TAXES; APPLICABLE LAWS.
19.1. MIND agrees to obtain and pay for all permits and licenses necessary for the conduct of its
business, including a liquor or beer and wine license for the Facility, and agrees to comply
with all laws governing the responsibility of an employer with respect to persons employed
by MIND. MIND shall also be solely responsible for payment of any and all taxes levied on
the Facility and its operations. In addition, MIND shall comply with all rules, regulations
and laws of the City; Miami -Dade County; the State of Florida; and the U.5_ Government
now in force or hereafter to be adopted.
SECTION 20. SECTION 20. UTILITIES; RESPONSIBILffY FOR TAXES AND
ASSESSMENT&
20.1. Utilities. MIND shall be solely responsible `or and shall pay (whether to the City or directly
to the utility) before delinquency, of all charges for all water and sewer, and electricity
27
utilities used at the Faciliy.
20.2. Procedure If Taxes Assessed. WN'D agrees to, and shall pay before delinquency, ail .axes
and assessments of any kind assessed or levied, whether upon MIND or the Facil: y, by
reason of this Agreement or by reason of any uses) and/or activity(ies) of MIND upon or in
zonrcction with the Facility. Yac parties acknowledge that WND's operation and use of the
Facility is for public purposes, and therefore anticipate that, as of the Effective Date, no ad
valorem taxes should be assessed by the Miami -Dade County Tax Appraiser. If, however, ad
valorem taxes are assessed by the Property Tax Appraiser, MTND has the right to terminate
this Agreement without penalty by providing 90 days notice to the City at which point the
City shall be solely responsible for such paymengs). As such, unless the parties agree
otherwise, if WND fails to terminate the Agreement or pay for any such ad valorem tax
assessment, the City shall have the option to terminate this Agreement, without any penalty,
upon providing MIND with thirty (30) days prior written notice.
SECTION 21. SECTION 21 EORCF. MAJEURE.
2 1. 1No party will be liable or responsible 'o the other party for any delay, damage, loss, failure,
or inability to perform caused by "Force Majeure" if notice is provided to the other party
within ten (10) days of date on which such party gains actual knowledge of the event of
"Force Majeurc" that such party is unable to perform. The term "Force Majeure" as used in
this Agreement means the following: an act of God, strike, war, public rioting, lightning,
fire, storm, flood, explosions, epidemics, landslides, lightning storms, earthquakes, foods,
storms, washouts, civil disturbances, explosions, and any other cause whether of the kinds
specifically enumerated above or otherwise which is not reasonably within the control of the
party whose performance is to be excused and which by the exercise of due diligence could
not be reasonably prevented or overcome (it being acknowledged that under no
circumstances shall a failure to pay amounts due and payable hereunder be excusable due to
a Force Majeure).
21.2. Neither party hereto shall be under any obligation to supply any service or services if and to
the extent and during any period that the supplying of any such service or services or the
provision of any component necessary therefore shall be prohibited or rationed by any
Government&[ Requirements.
28
21.3. In the event of substantial darnagc to or destruction of the Facility by reason of fire, storm or
other casualty or any eminent domain action or other regulatory action that, in either case,
shaa -ender a substantial part of the Facility inoperable for a period of at least ninety (90)
days or inMINM's reawnable opinion the Facility can no longer be operated in a reasonably
profitable manner as a result of the damages or action for a period of at least ninety (90) days
from the happening of the fire, other casualty or regulatory action, either party may
terminate this Agreement upon written notice to the other. Upon any such termination, the
provisions of Section 31 shall apply: and provided City shall receive the entire amount of all
insurance proceeds or eminent domain award as applicable.
SECTION 22. INSPECTION.
22.1. MIND agrees that the Facility may be inspected at any time upon reasonable notice by
authorized representatives of the City, or by any other State, County, Federal or municipal
officer or agency having responsibilities for inspections of such operations and/or Facility.
SECTION 23. WAIVER OF INTERFERENCE.
23. i. MIND hereby waives all claims for compensation for loss or damage sustained by reasons of
any interference with its operation and management of the Facility by any public agency or
official as a result of their enforcement of any taws or ordinances or of any of the rights
reserved to the City herein. Any such interference shall not relieve MIND from any
obligation hereunder.
SECTION 24 NO LIENS.
24, I. MIND agrees that it wil: not suffer, or through its actions or anyone under its control or
supervision, cause to be filed upon the Facility any lien or encumbrance of any kind. 1n the
event any lien is filed, the MIND agrees to cause such lien to he discharged within ten (10)
days therefrom, and in accordance with the applicable law and policy. If this is not
accomplished, the City may au,omatically terminate this Agreement, without further notice
1t7uMI01]
SECTION 2& MIND EMPLOYEES, MANAGERS AND BOARD OF DIRECTORS.
29
25.1. The City and MIND recognize that in the performance of this Agreement, it shall be
necessary for MIND to retain qualified individuals to of cctuate and optimize MIND's
management and operation of the Facility. MIND shall select, train and employ at the
1;:7 2,1t10• 1►�:X :
Facility such number of employees as is necessary to appropriate for MIND to satisfy its
responsibilities hereunder. MIND shall recruit employees consistent with standards
employed at comparable first class facilities, and MFND shall have authority to hire,
terminate and discipline any and all personnel employed by MrND working at the Facility.
Any such personnel, whether employees, agents, independent contractors, volunteers, and/or
other, employed, retained, or otherwise engaged by MIND fur such purpose(s), shall not be
deemed to be agents, employees, partners, joint ventures, or associates of the City, and shall
not obtain any rights or benefits under the cavil service or pension ordinances of the City or
any rights generally afforded classified or unclassified employees of the City, further they
sha:l not be deemed entitled to the Florida Worker's Compensation benefits as employees of
the City. Additionally, MIND, and/or its employees shall never have been convicted of any
offense involving moral turpitude or felony. Failure to comply with this subsection shall
constitute cause for termination of this Agreement.
25.2. MIND shall assign to the Facility a competent staff member experienced in the operations of
similar facilities, who will be located en -site with regular and posted hours during the Term.
The staff member will be supervised by a general manager who is experienced in operating
and managing similar facilities. The staff member shall be accessible to the City Manager at
all reasonable times to discuss the -management, operation, and maintenance of the Facility.
SECTION 26. NO IMPROPER USE.
R
26 :. MIND will not use, nor suffer or permit any person to use in any manner whatsoever, the
Facility for any purpose in violation of any Federal, State, County, or municipal ordinance,
rule, order or regulation, or of any governmental rule or regulation now in effect or' ereafter
enacted or adopted. MIND shall not use the Facility for any unlawful parposc and shall
,:,ompiy with all laws, permitting, and licensing requirements now in force or hereafter
adopted, applicable to the Facility or the activities, uses, and/or business(es) conducted on
the Facility. MIND agrees not to knowing:y use the Facility for, or to permit operation of
any offensive or dangerous activity, nuisance or anything against public policy. Any criminal
activity in the Facility knowingly caused by or knowingly permitted by MIND shall result in
automatic termination of this Agreement. Except as may result from acts of force majeure,
MIND agrees that it will not allow t.'te Facility to become unoccupied or vacant. MIND
shall take appropriate precautions to prevent fire on the Facility, maintaining existing fire
detection devices and extinguishing equipment at all times. Fire detection devices and
FRJW TRW 8
extinguishing equipment to be provided and maintained by the City.
SECTION 2 NO DANGEROUS MATE RIAIS.
27.1, MIND agrees no. to use or pei-mit in the Facility the storage of illuminating oils, oil lamps,
turpentine, gasoline (except for small containers r5 gallons or less] for machinery), benzene,
naphtha, or other similar substances, or explosives or any kind, or any substance or thing
prohibited in the standard policies of ire insurance companies in the State of Florida.
SECTION 28. NO CLAIM AGAINST CITY OFFICERS, EMPLOYEES, INDIVIDUALS.
28.1. It is expressly understood and agreed by and between the parties hereto that all individuals,
employees, officers, and agents of the City are acting in a representative capacity and not for
their own beneFt; and that neither MIND nor any occupant sha!i have any claim against
them or any of them as individuals in any event whatsoever in conjunction with any acts or
duties which are reasonably related to tie performance of their duties.
SECTION 29. SECTION 29. DEFAULT AND TERMINATION.
29.1. M%D's Defaults. The occurrence of any one or more of the events listed in subparagraphs
29.1.1 through 29.1.4 shall cor.s'itute an Even: of Defaul•, by MIND.
29.1.1 The failure by MIND to make any payment required to be made by MfND as and
when due, which continues for more than ten (10) days after written notice from City;
29.1.2 The failure or inability by MIND to observe or perform any of the covenants or
provisions of this Agreement to be observed or performed by MILD, other than as
spccifed in ot}.er subparagraphs of this subsection 29.1, which continues for more
than thirty (30) days after written notice from City Manager, provided, however, if
the nature of the failure is such that more than such period is reasonably required for
its cure, then MIND shall not be deemed to have committed an Event of Default if
MIND commences the cure within such period and thereafter diligently pursues the
cure to completion and actually completes the cure within a period not to exceed an
additional sixty (60) day period;
29.1.3 Except as permitted pursuant to Section 17 of this Agreement, the assignment,
encumbrance, pledge, or transfer of this Agreement, whether voluntarily or by
operation of law, or any subcontract of MND's duties hereunder, which continues for
31
32
more than fif?een (15) business days after written notice thereof From City Manager;
29.1.4 (1) The making by MIND of any general assignment for the benefit of creditors; (ii)
the filing by or against MIND of a petition to have MIND adjudged a C`tapter by
operation of law, or any Code or to have debts discharged or a petition for
reorganization or arrangement under any law relating to bankruptcy (unless, in the
case of a petition filed against ;MIND, the same is dismissed within sixty (6U) days)$
(iii) the appointment of a trustee or receiver to take possession of substantially all of
MIND asses located at the Facility or of MIND's interest in this Agreement, if
possession is not restored to MND within sixty (60) days; or (iv) the attachment,
execution or other judicial seizure of substantially all of MIND's assess located at the
Facility or of MIND's interest in this Agreement, where the seizure is not discharged
within sixty (60) days. MfND's failure to qualify as a not -for profit organization
pursuant to Section 501(c)3 of the Internal Revenue Code of 1986.
29.1.5 The failure by MIND to maintain its exempt organization status as a not for -profit
corporation that exists for charitable or educational purposes.
29.2 City_Remedies. If an Event of Default by MIND occurs, tnen in addition to any other
remedies available to City, City may exercise the following remedies:
29.3 City may terminate this Agreement by written notice to MIND, in which case :his Agreement
shall terminate and MIND shall immediately surrender possession of the Facility to City.
Upon termination, City shall be entitled to recover from MIND. (1) Operating Expenses that
remain unpaid through the date of termination; (2) all other amounts that MIND is required to
pay under this Agreement through the date of termination.
29.4 City may seek specific performance of any of MIND's obligations hereunder or seek
injunctive relief,
29.5 City may exercise any other remedies available at law or in equity.
29.6 The various rights and remedies reserved to City in this Agreement or otherwise shall be
cumulative and, except as otherwise provided by Florida law, City may pursue any or all of
its rights and remedies at the same time.
0*0&�R3fW8
29.7 MIND's Remedies. If an Fvent of Default by City occurs, then MIND may exercise either of
the following remecies:
,9.7.1 MIND may te:-minate this Agr'xment by written notice to City, in which case this
Agreement shal! terminate and MIND shall immediately surrender possession of the
Facility to City. Upon termination, MIND shall be entitled to recover from City all
amounts owed by City to iv1IND as of the termination date and the provisions of
Section 31 shall apply; or
29.7.2 Late Payments. Any payment owed to City or MIND under this Agreement
including, without limitat:on, ar.y other payment owed to City or MIND under this
Agreement 'hat is not received by City or MrND within. ten (10) days following
notice of such amount being due shall bear interest at the rate of eighteen percent
(18%) per annum or :he hig:nest rate a;lowed by Florida law, whichever is less
("Default Rate") from the date due until fu:ly paid.
29.8 IN THE EVENT THAT MIND CEASES TO BE A NOT -FOR -PROFIT CORPORATION,
THIS AGREEMENT SHA:.L BE AUTOMATICALLY TERMINATED.
30 SECTION 30. [INTENTIONALLY DELET)ED1
31 TERMINATION.
31.1 Termination for Convenience by City. The City reserves and retains the right, at its sole
option and discretion, to terminate this Agreement, without cause and without penalty, with
regard to MIND's rights and responsibilities with respect to the operation, management,
maintenance, promotion and marketing of the Facility, upon twelve months (12) prior written
notice to MIND.
31.2 Effect of Termination. In the event this Agreement expires or is terminated for any reason:
(1) All Operating Expenses and all other obligations for the period up to the date of
expiration or termination shall be paid using funds on deposit in the account(s) described in
subsection 10.1 and to the extent such funds are not sufficient, MIND shall pay all such
amounts from its own funds; (2) After all amounts referenced in subparagraph (1) have been
paid, MIND may retain all remaining Operating Revenues (if any). Upon the expiration of
33
this Agreement or a termination for any reason, all further obligations of the parties hereunder
shalt terminate except far the obligations which for all periods up to the date of expiration or
termination and such other obligations as are stated to survive or be performed after such
expiration or termination. All of the foregoing reimbursement and the payment obligations
are to be made within thirty (30) days after the termination date. The provisions of this
Section regarding the above reimbursement and payment obligations of the City shall survive
the termination of this Agreement.
31.3 Surrender of Facility- Upon termination or expiration of this Agreement MIND shall
surrender and vacate the Facility upon the effective date of such termination (or expiration).
The Facility and all equipment and furnishings shall be returned to the City in a good and
clean condition consistent with other similar first class facilities and in z,ompliance with all
Governmental Requirements, ordinary wear and tear, and casualty loss excepted.
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
.69 East Flaocr Street, PH
Miami, FL 33131
All notices from MD D to the City shall be deemed duly served if mailed to:
With copies to:
City of Miami 3each
City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Max Sklar, Tourism, Culture, and Economic Development Director
MIND and the City may change the above mailing addresses at any time upon giving the other party
written notification. All notice under this Agreement must be in writing.
33 NO DISCRIMINATION.
33.1 MIND agrees that there shall be no discrimination as to race, color, national origin, religion,
34
sex, intersexuality, gender identity, sexual orientation, marital and familial status, age or
disability in the operations referred to by this Agreement; and further, there shay, be no
discriminatior. regarding any use, service, maintenance or operation of the Facility. All
facilities located on the Facitity shall be made available to the public, subject to the right of
'vt ND to establish and enforce reasonable rules and regulations to provide for the safety,
orderly operation and security of the faciiities.
33.2 No Discrimination in Employment- Affirmative Action. In connection wit'a the performance
of work under this Agreement, MIND shall not refuse to hire, discharge, refuse to promote or
demote, or to discriminate in matters of compensation against, any person otherwise
qualified, solely because of race, color, national origin, religion, sex, intersexuality, gender
identity, sexual orientation, marital and familial status, age or disability.
34-LNTENTIONALLY DELETED
35 EQUAL BENEFITS FOR DOMESTIC PARTNERS
This Agreement is subject to, and MILD shall be required to comply throughout the Term hereof
with, the requirements of Section 2-373 of the City Code entitled, "Requirement for city
contractors to provide equal benefits for domestic partners" (as same may be amended from time
to time).
The Agreement is deemed to be a "covered contract," as defined in Section 2-373(ax6) of the City Code,
and shall require MEND to provide its employees working pursuant to this Agreement (whether working
within the City of Miami Beach city limits, or within the United States, but outside the City limits, if such
employees are directly performing work pursuant to this Agreement) "Equal Benefits' (as defined in
Section 2-373(a)(8) of the City Code) to its employees with spouses and its employees with 'domestic
partners" (as defined in Section 2-373(a)(7) of the City Code). Failure by MIND to comply with the
requirements of Section 2-373 of the City Code (as sar:te may be amended from time to time) shall be
deemed to be a material breach of this Agreement which may result in termination of the Agreement, with
all monies due or to become due under the Agreement to be returned by the City. The City may also
pursue any and all remedies at law or in equity for such breach. Failure to comply with Section 2-373
may also subject MLND to debarment, in accordance with the procedures provided in Sections 2-397
through 2-446 of the City Code.
35
F 1ftc*I '8
36 LIMITATION OF LIABELITY.
The City desires to enter into this Agreement only if in so doing the City can place a limit on its I:ability
for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that
its liability for any such breach never exceeds the sum of $25,000. MrND hereby expresses his
willingness to enter into this Agreement wish MIND's recovery from the City for any damage action for
breach of contract to be limited to a maximum amount of $25,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, MIND hereby agrees
that the City shall not be liable to the MIND for damages in an amount in excess of $25,000, for any
action or claim for breach of contract arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere
in this Agreement is :n any way intended to be a waiver of the limitation placed upon the City's liability as
set forth in Section 768.28, Florida Statutes
37 NOT A LEASE.
It is expressly understood and agreed that no part, parcel, building, structure, equipment or space is leased
to MNI D; that this Agreement is a management agreement and not a lease; and that MIND's right to
operate and manage the Facility shall continue only so long as the MIND complies with the undertakings,
provisions, agreements, stipulations and conditions of this Agreement.
38 MISCELLANEOi;S
38.1 Venue/Waiver of Jury Trial. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, both substantive and remedia:, without
regard to principals of conflict of laws, The exclusive venue for any litigation arising out of
this Agreement shall be Miami -Dade County, Florida, if in state court, and the U.S. District
Court, Southern District of Florida, if in federal court, BY ENTERING INTO THIS
AGREEMENT, CITY AND MIND EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY
MAY HAVF TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT.
38.2 No Partnership or Joint Venture. Nothing herein contained is intended or shall be construed
in any way to create or establish the relationship of partners or a joint venture between the
City and MIND. None of the officers, agents or employees of MIND shall be or be deemed
36
37
:o be emp!oyees of he City for any purpose whatsoever.
38.3 Entire Agreement. This Agreement and all Exhibits attached hereto conta,n the entire
agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements, understandings, proposals or other expressions of intent with respect
thereto. The Fxhib;ts attached hereto are incorporated into and made a part of this Agreement.
No other agreements, representations, warranties or other matters, whether oral or written,
will be deemed to bind the parties hereto with respect to the subject matter hereof.
38.4 Written Amendments, This Agreement shall not be altered, modified or amended in whole or
in part, except in writing executed by each of the parries heretc.
38.5 Binding Upon Successors and Assigns; No Third -Party Beneficiaries. This Agreement and
the rights and obligations set forth herein shall inure to the benefit of, and be binding
upon, the parties hereto and each of their respective permitted successors an<i
permitted assigns.
This Agreement shall not be construed as giving any person, other than the parties hereto and
their successors and permitted assigns, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any of the provisions herein contained, this Agreement and
all provisions and conditions hereof being intended to be, and being, for the sole and
exclusive benefit of such parties and their successors and permitted assigns and for the
benefit of no other person or entity.
38.6 Section Headinws and Defined Terms. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning and interpretation of this
Agreement. The tems defined herein and in any agreement executed in connection herewith
include the plural as well as the singular and the singular as well as the plural, and the use of
masculine pronouns shall include the feminine and neuter. Except as otherwise indicated, all
agreements defined herein refer to the same as from time to time amended or supplemented
or the terms thereof waived or modified in accordance herewith and therewith.
This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original copy of .his Agreement, and 0 of which, when taken together, shall be deemed to
• --
constitute but one and the same agreement.
38.7 Severability. The invalidity or uncnforceability of any particular provision, or part of any
provision, of this Agreement shall not affect the other provisions or parts hereo`, and this
Agreement shall be construed in all respects as if such invalid or unenforceaKe provisions or
parts were omitted.
38.8 Non-Waivcr. A failure by either party to take any action with respect to any default or
violatior by the other of any of the terms, covenants, or conditions of this Agreement shall
not in any respect limi', prejudice, diminish, or constitute a waiver of any rights of such party
to act with respect to any prior, contemporaneous, or subsequent violation or default or with
respect to azy continuation or repetition of the original violation or default.
38.9 Certain Representations and Warranties.
38.9.1 The City represents, warrants, and covenants to MIND the following: (0 City has
full legal right, power and authority to enter into and perform its ob?igations
hereunder; and (ii) t1 is Agreement has beer duly executed and delivered by the City
and constitutes a valid and binding obligation of the City, enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally or by
general equitable principles.
38.9.2 MIND represents and warrants to the City the following: (1) MIND has Ul legal
right, power and authority to enter into and perform its obligations hereunder, and (6)
this Agreement has been duly executed and delivered by MEND and constitutes a
valid and binding obligation of MIND, enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally or by general
equitable principles.
38.10 Governing Law. This Agreement will be governed by and construed in accordance with the
internal laws of the State of Florida, without giving effect to otherwise applicable principles
of conflicts of law.
39 MIND'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
39.1 Pursuant to Section :19.0701 of the Florida Statutes, if MIND meets the definition of
38
"Contractor" as defined in Section 119.0701(1 Xa), the Concessionaire shall.
FW1W r4f MA
39,1.1 Keep and maintain public records that ordinarily and necessarily would be required
by the public agency in order to perform the service;
39.1.2 Provide the public with access to public records on the same terms and conditions
that the public agency would provide the records and at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law;
39.1.3 Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law, and
39.1.4 Meet all requirements for retaining public records and transfer to the City, at no City
cost, all public records created, received, maintained and/or directly related to the
performance of this Agreement that are in possess.on of MND upon termination of
this Agreement. Upon termination of this Agreement, the Concessionaire shall
destroy any duplicate public records that are exempt or confidentia: and exempt from
public records disclosure requirements. All records stored electronically must be
provided to the City in a forrtrat that is compatible with the information technology
systems 3f the City.
39.2 For purposes of this Section, the term "public records" shall mean all documents, papers,
letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or
other material, regardless of the physical ,or*n, characteristics, or means of transmission,
made or received pursuant to taw or ordinance or in connection with the transaction of
official business of the City.
39.3 MEND failure to comply with the public records disclosure requirement set forth in Section
H 9.0701 of the Florida Statutes shall be a breach of this Agreement.
39.4 In the event MIND does not comply with the public records disc:osure requirement set forth
in Section 119,0701 of the Florida Statutes, the City may, at the City's sole discretion, avail
itself of the remedies set forth under this Agreement and available at taw.
40 PROHIBITIONS REGARUNG SALE OR USE OF EXPANDED POLYSTYRENE FOOD
SERVICE ARTICLES,
Pursuant to Section 82-7 of the City Code, as may be amended from rime to time, effective August 2,
2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in
connection with any City contract, lease, concession agreement or Special event permit. Additionally,
pursuant to Section 82-385 of the City Code, as may be amended from time to time, no polystyrene food
39
1�Q�f�3'8
service articles will be allowed in the right-of-way, and no polystyrene food service articles can be
provided to sidewalk cafe patrons.
40.1 MIND agrees, to the extent permitted under this Agreement, not to sell, use, provide food in,
or offer the use of expanded polystyrene food service articles at the Facility or in connxtion
with this Agreement. MIND shall ensure that all vendors operating in the Facility abide by
the restrictions contained in this Section 40, A violation o.` this section shall be deemed a
default under the terms of :his Agreement. This subsection shall not apply to expanded
polystyrene food service articles, defined as follows, used for pre -packaged food that have
been filled and sealed prior to receipt by the MIND or its vendors.
40,'. 1 Expanded polystvrene is a petroleum byproduct commonly known as Styrofoam.
Expanded polystyrene is more particularly defined as blown polystyrene and
expanded and extruded foams that are thermoplastic petrochemical materials utilizing
a styrene monomer and processed by any number of techniques including, but not
limited to, fusion of polymer spheres (expandable bead foam), injection molding,
foam molding, and extrusion -blown molding (extruded foam polystyrene).
40.1.2 Expanded polystyrene food service articles means plates, bowls, cups, containers,
lids, trays, coolers, ice c:nests, and all similar articles that consist of expanded
polystyrene.
41 COCA -COLA -
The City has entered into an agreement with Coca-Cola Bottling, effective September 1, 2011 —
September 1, 2021, to be the exclusive provider of non-alcoholic beverages and coffee products (the
"Coca-Cola Agreement"). MIND shall only sell Coca-Cola beverages as listed in the attached Exhibit "G"
and as may be updated from timo to time.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
40
1N WITNESS WHEREOF, the parties hereto have caused their names to be signed and t? eir seals to be
allixed; all as of this day and year first written above.
Attest: CITY OF MIAMI BEACH
afae ITcana letf:" Philip Levine, ayoi
STATE Of L
l SS: TO '
COUNTY OF MIAMI-DAIV )
The foregoing instrument was acknowledged before me this _iday of 41�9C4Pam__, 2016, by
Mayor Philip Lcvire and Rafacl Granado, City Clerk, or their designees respectively, on behalf of the
CITY OF MIAMI BEACH, known to me to be the persons described in and who executed the foregoing
instrument, and acknowledged to and before me that they executed said instrument for the purposes
therein expressed.
WITNESS my hand and official seal, this ___!? _ day ofOCIV�0&1' 2016.
Notary Public, State o Florida at large
Commission No.;
My Commission Expires: APPROVED AS TO
FORME & LANGUAGE
d► Fn, j
EXEC 1QN
•� , tttttiC,woato
n �' 9 3°
POW CAy Attu q�P mot.
41
Attest: Miami New Drama
Secretary
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI•DADE )
Executive Director v
fA�S
Print Name
SS:
TqThe foregoing instrument was acknowledged before me this 3 day ci O l�, 2016, by
;&e }A�ii4tlii on behalf of Miami New Drama, known to me to he the persons
described in and who executed the foregoing instrument, and acknowledged to and before me that they
executed said instrument for the purposes therein expressed_
W11N ESS my hand and official seal, this 3 day of �Qbcr—, 2016.
&11lU
?rotary Public, State of Florida at Large
Commission No.:
My Commission Expires:
42
,. �
MAYaal. BRITO
. �ncow+�sstoN.oco���.
EXHIBIT A
LEGAL DESCRIPTION OF THE FACILITY
TO BE UPDATED UPON COMPLETION OF A SURVEY.
!.EGAL DESCRIPTION
43
Fw fm olom
EXHIBIT B
ANNUAL BENCHMARKS
44
• MND will operate a minimum of 75 new events per year at :he Facility C-�
• These j:W events will serve an anticipated 30,000+ visitors per year � n `' `(5 ' : `1� 1
• In addition to their own produced events, MIND wil' collaborate with other cultural and quality
presenting organizations to develop consistent events at the Facility
• Mr\D will create and implement consistent marketing materials, including but not limited to
public relations, social media campaigns, and paid marketing outreach to ensure that both the
Miami Beach community and South Florida residens in general are aware of programs taking
place at the Facility. A detailed plan and budgct illustrating marketing efforts wi'l be submitted
quarterly
Owaiwamk
EXHIBIT C
CITY OF NIAMI BEACH
MTNiMUM MALNTENANCE SPECIFICATIONS
FOR MAINTENANCE OF THE COLONY THEATRE
These minimum operating and maintenance standards are intended to be considered as a whole and
intended to provide an overall standard for the Facility. Individual discrepancies, as well as deviations,
from any individual standard shall not be considered a default of the Agreement; it :s the intention of the
parties that this Exhibit is merely a guide and that MIND is only expected to use Rood faith efforts to
endeavor to meet the standards set forth herein. In fie event of a conflict between the terms or conditions
of the Agreement and the terms or conditions of this Exhibi'., the terms and conditions of the Agreement
shall control.
PERSONNEL
MIND shall have the sole responsibility to recruit and employ a full-time general manager and any
necessary administrative and accounting personnel that are responsible for the overall management and
operation of the Facility.
MIND shall have the sole responsibility to recruit and employ sufficient personnel to maintain the
following functions: general and event security; lanitoria., housekeeping and c:eaning for both event and
non-event cleanup; painting and general overall maintenance of the Facility to ensure that the Facility is
being maintained consistent with other similar first class facilities operated by MIND,
The City shail have the sole responsibility for maintenance of capital systems, electrical systems,
plumbing and air conditioner operation;
MIND shall have the sole responsibility to recruit and employ personnel as it deems necessary for the
staging and coordinating of Events and productions.
MIND shall maintain personnel policies that assure employment practices do not discriminate on the basis
of race, color, religion, military status, marital status, physical or mental disability, national origin, age,
gender, or sexual preference.
GENERAL SECURITY
MIND shall provide for dte overall security of the Facility, including during non-event hours.
EMERGENCY PROCEDURES
MIND shall assign an employee and a backup employee t3 act as an Emergency Liaison to the City. This
individual will be required to use good faith efforts to attend any and all meetings, held by the City, that
deal with emergency situations, such as extreme weather events, terror.st acts, etc. The liaison will serve
as the point of contact during any emergency crisis.
MIND shall develop and implement a Hurricane Preparedness Procedure, a copy of which shall be
provided to the City.
JANITORIAL, CLEANING AND HOUSEKEEPING
-fie Facility shall be reasonably clean and stocked with supplies (i.e. toilet paper, soap, etc.) at all times.
This includes general cleaning during non-event times, as well as during Events.
45
FPdW1jWdyAW
Restrooms are to be cleaned during Events and on a periodic basis during non-event times to assure that
they are in a func_ional and reasonably sanitary condition.
MCVD shall have the responsibility for Sanitation and Waste as it re!ates to emptying of the dumpster and
servicing trash receptac:es within the Theatre. The durr.psler will be serviced at current service levels.
At MIND's responsibility, treatment for pests and rodents (except termites) shall occur on a quarterly
basis as needed to prevent infestation or as required by applicable code.
Flooring shaii be cleaned and polished on an as needed basis.
Windows shall be maintained in a reasonably clean condition and cleaned on an as needed hasis.
Entrance doors and mirrors shall be :maintained in a reasonably clean condition and cleaned on an as
needed basis.
LANDSCAPING
The City shalt maintain all exterior landscaping
EXTERIOR LIGHTING
The Facility shall remain illuminated regularly after dark. MIND shall maintain all exterior lighting,
except for neon lighting.
EQU PMENT MAINTENANCE AND GENERAL MAINTENANCE
Equipment stall be maintained in a good and workmanlike manner in order to maintain in full force and
affect all dealer's and manufacturer's warranties. M ND shal: develop an annual schedule for equipment
inspection and preventative maintenance.
Upon termination, cancellation, andlor expiration of the Agrcerr.ent, MIND shall provide all records
maintained in accordance with Section 5.1.4. All existing warranties that are transferable will be
transferred to the City.
MIND shall post and maintain, as required by any applicable governmental code and/or regulation, any
and all required professional licenses, certifications, and/or permits.
The City shall maintain and inspect all building safety systems including but not limited to: smoke, fire,
ar.d CO detector systems, backup generator operation, emergency battery backup functions, emergency
lighting, emergency egress, special needs and blackout preparedness equipment. All building safety
systems shall be tested on at least an annual basis or as required by federal, state or local codes and
regulations, and maintained in operating condition at all tirr.es.
The City shall develop and implement a plan for inspection and maintenance for the Facility's HVAC
systems. This shall include inspection of all HVAC controls on a quarterly basis to verify proper setting
and operation as well as any adjustments and/or maintenance that may be appropriate, including, but not
limited to filter replacement, blower and/or heat exchanger, proper operation of air intakes/vents, fan
units, ducts, etc.
MIND has the sole responsibility of maintaining the paint on the interior of the Facility.
46
tf. ,;: M.
EXHIBIT D
MIND STANDARD AGREEMENT
47
EXHIBIT E
CITY OF MIAMI BEACH OWNED PROPERTY INCLUDED IN THE AGREEMENT
48
AWW7#24'
I'M 11131T F
IAS'l 01 CON TRACT 1:1) 1 %'['.N*I'S
49
EVENT
DATE
RECEIVED
DUE
Crohn's & Colitis Foundatior
July 7, 2016
$2,017.54
$1517.54 6/10/16
Bon Ritmos
August 31, 2016
$1,266.00
$1761.25 7/29/16
Miami Hispanic Ballet
Sept 3-4, 2016
$1,000
$2765.40 7/29/16
Miami Lyric Opera
Sept. 8-10, 2016
$500
Tickets
Inffinito 20th Annual Brazilian Film Fest.
Sept.20- 24, 2016
S8,324.40
$7824.40 8/19/16
Virginia Mendez Come Dance
Sept. 27 &30, 2016
54,455.77
53955.77 8/26/16
Miami World Cinema
Oct. 4-6, 2016
Pending Estimate/Contract
Florida Opera Prima
Oct. 9 & 15, 2016
$500
Pending Estimate
US Hlspanic Circulo Creativo
Oct. 11-12, 2016
$1-100
$3976.80 7/7/16 $3976.80 9/9/16
Ballet Etudes
Oct. 15, 2016
Due
Pending Estimate
Miami Lyric Opera
Oct_ 20, 22. 23, 2016
5500
Tickets
Miami New Drama
Oct 24-Nov. 20, 2016
$0
Pending Fstimate
New World School of The Arts
Nov. 21, 2016
New World School of The Arts
Nov. 30-Dec. 1, 2016
Art Basel U5 Corp
Dec. 2, 2016
5500
$2044,85 8/16 $2044.85 11/4/16
AIMM Higher In Motion Dance
Dec. 4, 2016
$500
$2271.70 9/2/16 $2271.70 11/4/16
Aguamarina Preschool
Dec. 6-7, 2016
Due
Pending Estimate
AEG Live
Dec. 8, 2016
$800
Pending Estimate
Power Access, Inc.
Dec. 9 & 11, 2016
$500
53709.18 7/8/16 53709.18 11/4/16
Nikisings, Inc.
Dec. 8, 2016
S500
Tickets
New World School of The Arts
Dec. 12, 2016
Dance NOW I
Dec. 15 16, 2016
$2660.27 7/7/16 $2160.27 11/11/16
AEG Uve
Dec. 17-18, 2016
Erika Moon Productions
Dec. 17, 2016
Music Works
Jan. 10, 2017
S517.50
51669.866/3/16 $1169.86 12/9/16
20th Century Fox Televislon
Jan, 16, 2017
$500
51395.97 8/12/16 $1395.97 12/16/1(
Music Works
Feb. 3, 2017
Erika Moon Productions
Feb. 10-11, 2017
Pending Fstimate
NOTES
Contracted
Not contracted
Not contracted
Hold
Hola
Contracted
Contracted
COntracte d
Contracted
Contracted
Hold
Contracted
Hold
2nd Hold
Contracted
Contracted
Hold
Not contracted
Music Works
Feb, 17, 2017
$517.50 $1973.70 6/3/16 $1413,70 1/13/17
Contracted
Erika Moon Productions
Feb. 18, 2017
Pending Estimate
Not contracted
New World School of The Arts
Feb. 19-26, 2017
Hold
Miami Lyric Opera
Feb. 23-26, 2017
2nd Ho.d
National Young Arts
Feb 24-26, 2017
3rd Bold
Miami Lyric Opera
March 2-5, 2017
Hold
Music Works
March 8, 2017
Hold
Ballet Etudes
March 11 18, 2017
Pending Estimate
Not contracted
Erika Moon Productions
March 11-12, 2017
Hold
Lehrman Community Day School
March 26-29, 2017
Hold
Ballet Flamenco La Rosa
March 30-April 2, 2017
Pending Estimate
Nut contracted
National Young Arts
March 31-April 2, 2011
Hold
Young Patronesses of The Opera
April 6 8, 2011
5500 $3559.04 1017116 $3559.04 3/3/17
Contracted
Music Works
April 12-23, 2017
Pending Estimate
Not cunt -acted
Momentum Dance Company
April 14 15, 2017
Hold
MiFo Film Festival
April 21, 2017
2nd Hold
MiFo Film Festival
April 29, 2011
Pending Estimate
Not contracted
Friends of Classical Music
May 4 10, 2017
Hold
Patrons of Exceptional Artists
May 11-14, 2017
$6925.12 1/13/17 Bal. Tickets
Not contracted
Dance NOW
May 17-21, 2017
Pending Estimate
Nnt contracted
World Out Games
May 26 June 4, 2011
Pending Estimate
Not contracted
Dance NOW I
June 1-3, 2017
Hold
Fitness Universe
June 23-24, 2C17
Pending Estimate
Not contacted
Miami lyric Opera
July 6 9, 2017
Hold
Miami Lyric Opera
Sept. 7-10, 2017
Hold
Inff)nito 21th Annual Brazilian Film Fest.
Sept. 20-23, 2017
Pending Estimate
Not contracted
Dance NOW!
Dec. 15-17, 2017
Pending Estimate
Not contrarted
Dance NOWI
May 17-20, 2018
Pending Estimate
Not contracted
Fitness Universe
June 22-23, 2018
Pending Lsbmate
Not contracted
FXHII;I I (I
COCA -COI A Agrec:nenl
Segafredo Lease
so
Awilmvdfmx
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") is mace and entered into this
day of , 2018, by and between the CITY OF MIAMI BEACH,
FLORIDA, a municipal corpo,ation ('City"), having its principal office at 1700 Convenbcr.
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 Management Agreement between City and
MIND dated October 4, 2016, as amended by Amendment No. 1, to the Management
Agreement, dated May 17, 2017 (collectively, the "Agreement') as follows:
RECITALS
WHEREAS, MIND is a not -for -profit 501(c)3 presenting and producing
organization committed *o 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 prays,
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 Resoluton 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 1,7, 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
17'" Street and Lenox Avenue, at no charge to Miami New Drama; and
WHEREAS, on August 29, 2017, M ami 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
F%witwidOff
WHEREAS, on July 20, 2018, the Finance and Citywide Projects Committee
recommended increasing the City's contribution by S330,000, for a total annual
contribution of S500,000 (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 OCtooer 17, 2108, the Mayor and City Commission adopted
Resolution No. _ _, approving Amendment No. 2 to the Agreement,
increasing the City's contribution, in the annual amount of $420,000, and maintaining the
City utility contribution, in an annual amount not to exceed $80,000, for a total annual
contribution not to exceed $500,000, subject to funding approval during each fiscal year:
updating Mind's name to reffect Miami New Drama, Inc.; updating the legal description of
the Facility to reflect the condomiumization process; approving the first Renewal Term,
commencing on October 1, 2018 and ending September 30, 2023; modifying the
performance measures to include an educational division and public outreach, which wil'
include providirg a "$3.05 ticket program" reserving seats for first time thater-goers,
1,000 free tickets for senior centers and youth throughout Miami Beach, educational
programs to accompany each production serving up to 6,400 students, a children's
summer camp and workshop series, and traveling plays for schools and senior centers;
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 ag•ee 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 nereby modified (deleted items siirwsk—U4Fough 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".
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.
F11�dtf
(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,_ serv_ins 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,G00 visitors per
Contract Year; and 200 events at the Facikty for Contract Year.
commencing on October 1, 2022 and ending on September 30, 2023
serving more than 45,000 visitors per Contract Yew -(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 ertirety and replaced
with the following:
9 1 Durinq the first Contract Year of the Initia: 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 Contributicn(s)"), payable in
quartedyLinstallments within fifteen (15) days following the end of each Quarter,
w th 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, subiect 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.
DLiring the first Cortract Year of the first Renewal Term From October 1 2018
through September 30 2018), 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 Jul} 15, 2019.
During the remaining Contract Years of the first Renewal Term, the City's
Contribution, of $420,000.00 annually, and payable Quarterly, in the same
manner as during the first Contract Year, 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.
MIND shall submit an invoice for each payment of such 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 Contribution upon MIND
providing the requisite reports under this Agreement, including, without limitation,
!hose reports set forth in Sections 5 and 12 of this Agreement.
P@W MWAM
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 prograrrs Lrdertaken by the educationai division and
number of attendees served through ttie public outreach and educational
activities.
g. Section 32, NOTICES, of the Agreement is hereby amended as follows:
Section 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 Beach, FL 33139
All notices from MIND to the City sha'I be deemed duly served if mailed to:
With copies to:
City of Miami Beach
City Marager
1700 Convention Center Drive
Miami Beacn, Florida 33139
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention. fir, Heather Shaw, Tourism, Culture, and
Economic Development, Acting Directo,
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 govem. 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)
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:
Rafael Granado, City Cleric
Attest:
Signature
Print Name
Signature
Print Name
CORPORATE SEAL
(afPx seal here)
CITY OF MIAMI BEACH, FLORIDA
Dan Gelber, Mayor
MIAMI NEW DRAMA, INC.
Michel Hausmann, Chief Executive Officer
EXHIBIT A
DESCRIPTION OF FACILITY
Unit No, 3, of Colony Theatre Condominium, according to the Declaration of Condominium thereof, as
recorded in Official Records Book 30972, at Page 1216, of the Public Records of Miami -Dade County,
Florida, as amended by that certain Certificate of Amendment to the Declaration of Condominium for
Colony Theatre Condominium, recorded in Official Records Book 30952, at Page 721, of the Public
Records of Miami -Dade County, Florida.
Pag 163� otf29387
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1)THIS SURVEY WAS PREPARED FOR THE EXMUSVE USE OF THE ENTITIES NAMED HEREON. THE ATTACHED
CERTIFICATION DOES NOT EXTEND TO ANY UNNAJED PARTIES.
2x1NLESS OTHEI MISS NOTED. THIS SURVEY HAS NOT ATTEMPTED TO LOCATE FOOTM+GS AND/OR FOUNDATIONS
}) N9eLE 00K'TATORS OF UTILITIES ARE SHOM1 HEREON, NOUEYER. NO ATTEMPT HAS BEEN MADE TO LOCATE
IJMDERCROIJNO ITEMS
4) DWA110ES ALONG BOUNDARY OF SUBJECT PROPERTY ARE RECORD AND WEASURED UIMESS OTHERMSt STATED.
6) iFfS SURV[Y IS SUBJECT TO EASEMORS. ROOM--Or-WAYS. AND OTHER WTTERS MM+di MIG+iT BE REFLECTED IN A
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COLONY
T H E A T R E
Management Agreement Operational Plan
FY 2018-2019
A. Company Overview
Founded by playwright and director, Michel Hausmann, and National Medal of the Arts winner, Moisds Kaufman, Miami
New Drama is a producing organization committed to artistic excellence and groundbreaking work unique to this diverse
and extraordinary city, with a vision of theater as a powerful vehicle for social change. We present world -class work by
American, Latin American, and international artists designed for Miami's unique multicultural 21st century audience. By
sharing work where cultures, dialogues, and communities intersect, we aim to reach audiences as diverse as the city
itself.
Includes an eclectic mix of original plays, musicals, classics and world premieres - featuring work commissioned
specifically for Miami New Drama. Our productions utilize a mix of the best local, national, and international talent to
incubate work from a mere idea to a full-fledged performance. Actors, directors and designers, culled from the Miami
community and beyond, create work that reflects our extraordinary city and highlights some of the best theatrical talent
in the world.
ONE NIGHT IN MIAMI...
The night of February 25th, 1964 a young Cassius Clay emerges from the Miami Beach Convention Center as the
World Heavyweight Boxing Champion. Against all odds, he's defeated Sonny Liston and shocked the world of
boxing. While crowds of people swarm Miami Beach's hotspots to celebrate the match, Clay, unable to stay on the
island because of Jim Crow -era segregation laws, spends the night at the Hampton House Motel in Miami's
Overtown neighborhood celebrating with three of his friends: activist Malcolm X, singer Sam Cooke, and football
star Jim Brown. The next morning, the men emerge determined to define a new world. in One Night in Miami...,
critically -acclaimed playwright Kemp Powers aims to pinpoint exactly what happened during those pivotal hours.
Featuring the music of Sam Cooke, including his hit song, "A Change is Gonna Come," the show sets out to
answer this question by offering a piercing narrative for the evening, which challenges the four men, strips them
bare, and reveals them for who they were.
FAKE
World Premiere
Amidst cut-throat competition at a renowned auction house, Camila has just been promoted as the head of the
Latin American Art Department when she is presented with one of her great-aunt Amelia Pelaez's paintings as a
last minute inclusion. The authenticity of the painting is questionable. Camila's dedication to her great Aunt is not.
forcing Camila to decide between her own burgeoning career and Amelia's legacy. Written by Cuban -American
playwright and Miami native Carmen Pelaez, this exciting world premiere thrusts us into the world of high stakes
art dealing, Cuban politics, and a thrilling pursuit for the buth. Absent from Miami stages since her extended run of
Rum and Coke at the Coconut Grove Playhouse, Ms. Pelaez will also star in the new play.
I itP,ld 6( low
COCAINE COWBOYS
World Premiere
Based on the acclaimed documentaries by Billy Corben, Cocaine Cowboys chronicles the development of the
illegal drug trade in Miami during the 1970s and 1980s through the eyes of Rivi Ayala, a hired assassin working
with the notorious drug dealer Griselda Blanco Created from the actual texts of Ayala's depositions, newspaper
articles of the time, and other found documents, this new theatrical documentary will shed light on how the
economic growth which took place in Miami during this period was a benefit of the drug trade, and how it shaped
the Magic City we know today. Award -winning playwright, journalist, and multimedia artist Aurin Squire, currently
a writer on CBS' The Good Fight, and a graduate of North Miami Beach High School Joins Billy Corben and Michel
Hausmann in developing this uniquely Miami docudrama.
VIVA LA PARRANDAf
World Premiere
A village, a dream, a new musical. Bringing passion and color through traditional rhythms and dances, Betsayda
Machado and La Parranda El Clavo—her village's own multi -generational band —invites audiences to discover,
indulge, and celebrate the contagious beats of Afro -Venezuelan soul through stories and songs of their real -life
struggles and triumphs. The energizing percussion and vocal ensemble presents an engaging repertoire cultivated
through centuries of African tradition and musical influence in Venezuela.
B. Budgets
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C. Staff
o Artistic Director
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Michel Hausmarm is a Venezuelan -born theater director, producer, and writer. He is the co-founder and Artistic
Director of Miami New Drama, the resident company and operator of the historic Colony Theatre on Miami Beach.
Michel is the bookwriter and director of The Golem Of Havana, a critically -acclaimed original musical that has
been produced across the country inducting a soli -out, extended run at the Colony Theatre. Under his artistic
leadership Miami New Drama has produced: Our Town (also Director), Terror (Directed by Gregory Mosher) and
A Special Day (in co -production with The Play Company.) Hausmann's Off -Broadway credits include the New
York Premiere of Vassily Sigarev's Black Milk at East 13th Theater and the New York premiere of The Color Of
Desire, by Pulitzer Prize-winning author Niio Cruz. He was the co-founder and Artistic Director of an
award -winning theater company in Venezuela where he directed over a dozen productions. Michel received a BA
from Emerson College and an MFA in Theater Directing from Columbia University. He is a New York Theater
Workshop 2050 Fellow, a Shubert Presidential fellow, an IRNE nominee, a Richard Rodgers Award finalist, and a
two-time Knights Arts Challenge Award igla husband, father of three, and a dog lover
Moises Kaufman (Co Founder) was ay.arded the National Medal of Arts by President Obama in September
2016. He is also a Tony and Emmy nominated director and playwright. Prior Broadway credits: The Heiress with
Jessica Chastain, 33 Variations (which he also wrote) with lane Fonda (5 Tony nominations); Rajiv Joseph's
Pulitzer Prize finalist Bengal Tiger at the Baghdad Zoo with Robin Williams; the Pulitzer and Tony
Award -winning play i Am My Own Wife. His plays Gross Indecency: The Three Trials of Oscar Wilde and The
Laramie Project are among the most performed plays ir. America over the last decade. Kaufman also co -wrote
and directed the film adaptation of The Laramie Project for HBO, which received two Emmy Award nominations
for Best Director and Best Writer. He is currently directing and writing a new Broadway -bound adaptation of
Bizet's Carmen with Grammy -winning composer Arturo O'Farrill. He's the artistic director of Tectonic Theater
Project, co-founder and Artistic Associate of Miami New Drama, and a Guggenheim Playwriting Fellow-
3 Executive Director
Olga C. Granda is a Miami native and cultural entrepreneur. She is a graduate of the Harid Conservatory and
Davidson College. As a dancer she performed with the Miami City Ballet and the Royal Ballet at the Metropolitan
Opera House, Lincoln Center. After managing and directing a renown antiques and art gallery. Olga co-founded
TheHighBoy.com, an online marketplace for antiques and art designed to help the antiquated industry compete in
the digital world. Pursuing a new challenge aimed at combining her experience in the arts, business, and historic
preservation with her passion for social impact, Olga is committed to the creation of world -class theater in Miami
as Miami New Drama's Executive Director. Olga is fluent in Spanish, French, and Italian, and is the proud mother
of three children.
o Producing Director
Lisa Dozier King is proud to have been on the team of Miami New Drama since its premiere production, The
Golem of Havana. She also has an Off Broadway general management firm in New York that has managed more
than one hundred professional productions. RecenVCurrent Off Broadway: A Letter to Harvey Milk (Executive
Producer). The Crusade of Connor Stephens, Leonard Nimoy's Vincent, Promising, Bedbugs the Musical (NY
Times Critics' Pick), Breakfast with Mugabe (NY Times Critics' Pick), Sistas the Musical, Flt%king Up Everything
(NY Times Critics' Pick), Ten Chimneys, Bronte. A Portrait of Charlotte. Lisa has been on staff at Symphony
Space. Manhattan Theatre Club, and the New 42nd Street. She is on faculty at the University of Miami as the
BFA theatre management program director, collaborates with the Yiddishkayt Initiative, and has served as the
general manager for the National Alliance for Musical Theatre's Festival of New Musicals for the last decade.
Theatre Manager
Claudia Urdaneta B.A. in Political Sciences from Universidad Central de Venezuela, Master of Arts in Performing
Arts Administration from NYU. President of the Centro Cultural Chacao (2014-2017). Executive Director of
Festival International de Teatro de Caracas (Caracas International Theater Festival) (2001-2012). Executive
Producer of the Miami World Theater Festival (2005). Executive Director of Danzahoy Dance Company
(1988-2001), A member of La Red de Promotores Culturales de Latinoam4rica y el Caribe - La Red (Network of
Cultural Promoters of Latin America and the Caribbean), and President of La Red for two terms, 1996-1997 /
2002-2004, and member of the Advisory Board in 1992-1993 / 1995-1996 / 1999-2000. La Red was a grantee
of the Rockefeller Foundation from 1992 to 2002. Co-founder and President of the Caribbean Network of Art
Presenters - CARIBNET) (1997- 2001). During her presidency, Mrs Urdaneta developed the Caribbean Fund for
Arts and Culture, with the support of the Ford Foundation for three years.
In 1999 she received the Venezuelan National Artists Award as best contemporary dance producer.
o Prvductions and Operations Manager
Steven Nunez joined Miami New Drama in 2016. He was bom in Okinawa. Japan and raised in the military,
primarily in Arizona. He moved to Miami and graduated with a BFA from New World School of the Arts. He has
been active in the Miami arts community for some time, where he has worked on a variety of collaborative pieces
with a wide range of artists.
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o Company Manager
Stephanie Oebrecht is a graduate of the University of Miami with a BP ill Theatre Arts, currently working as the
company manager for Miami New Drama, and house manager for the Co:ony Theatre. Previous stage
management credits include: The Elaborate Entrance of Chad Deity at Miami New Drama, Children of Eden, As
You Like It (Ring Theatre), and See What I Wanna See (Hecht Studio Theatre)
D Director of Community Relations
Erik J. Rodriguez is a graduate of Florida International University where he received his Bachelors in Theatre
Peformance . He has been in multiple South Florida productions as an actor including Body Awareness at Island
City Stage, Taming Of The Shrew at Gablestage and Suspension Of Disbelief at New Theatre. He has organized
multiple one -act festivals and has had his play Not Ready For Primetime produced around the country which
focuses on the first five years of Saturday Night Live. Erik has also toured his one person show Warmth Of The
Sun at multiple venues across US and UK. He also was the assistant events manager at FIU where he managed
the facilities and facilitated rentals and Literary Manager at New Theatre where he assisted in assembling the
programming.
o Master Electrician
Ernesto Pinto is a lighting designer with an extensive career in theater, dance, opera and music concerts. He
received the Venezuelan's Critic Association Award as Best Lighting Design 2016 for Piaf. Voz y DeFrio, and a
Latin Gramy Certificate as Ligthing Designer of Una noche comun y sin comente - Best Long Form Music Video
(2010). He has completed designs and operated lights for the concerts of artists such as Caramelos de Cianuro,
Frank Quintero, Franco de Vita, and Ricardo Mortaner. He has also completed designs for musical theater, such
as Fame, Cabaret, Vivo El Musical, Chicago, and Piaf, Voz y Delirio at the Teatro Teresa Carreno and the Centro
Chacao Cultural.
o Administrative Assistant
Alexandrea Hess is a south floncla native with over a decade working in the various roles of theatre. Obtaining a
B.F.A in design at Florida International University she specializes in scenic and properties design, with an
additional focus of theatre management. She has been the production stage manager for the annual American
Resort Development Association (ARDA) awards conference since 2015, while scenic designing over three
mainstage season shows at FIU, as well as an opera for the FIU School of Music. She also served as President
and Executive Producer for Alpha Psi Omega, Alpha Alpha Lambda Chapter where she produced two full
productions and a musical showcase. She has also previously served as the Box Office Manager for FiU School of
Music from 2016-2018.
o House Manager
o Ushers
c Production Stage Manager
o Crew
c David Michael Scharlin, Chair
o Steven Bandel, Vice Chair
o Alexander Galsky, Treasurer
o Yael Muller, Secretary
o Evan Fancher
o Gary Farmer
o Marlene Green
o Michel Hausmann
o Moises Kaufman
0 Helene Undenfeld ftv 10% of MA
o Martin Lindenfeld
c, Janet Melk
c Charles Million
c Eduardo Muller
c Enrique Norten
o Amy Scharlin
c David Schrader
o Brandi Reddick, Non -Voting
c Olga Granda, Non -Voting
D. Maintenance
Miami New Drama employs a full-time Production and Operations Manager, who serves as the main liaison for all
physical production aspects of the organization for all theatre productions and its guest presenters, including acting as
the direct supervisor for all technical staff and crew members, and as the contact for all operations vendors regarding
maintenance of the 400 seat venue.
Responsibilities:
o Oversee scheduling and staffing for all technical personnel and crew for all load in, technical rehearsals,
performances and strike dates; as well as all rental dates.
o Schedule and supervise all routine facilities maintenance calls with vendors.
o Source and bid vendors for facilities.
o Serve as liaison between visiting companies and MND with matters relating to use of facilities.
e Monitor, manage, collect and submit payroll and reimbursements for all technical personnel.
c Supervise and be present, or delegate a pre -approved manager on site when not present, at any time that the
theater or its equipment is in use.
c Create and coordinate realistic load in and technical schedules with delivery of physical production items, crew
and cast scheduling, as well as conveying finalized schedule to venue personnel-
* Review all gear request lists for lighting, audio and video packages to assess best method to secure items, or
make adjustments as needed regarding budgetary and artistic priorities,
c Evaluate all design facets prior to design implementation to analyze achievability within the scope of budget
and scheduling provisions.
* Acting as main liaison with creative personnel on productions, by supervising implementation of set, costumes,
props, lighting, sound, and projection designs.
o Bid, select and contract all shops and vendors for design implementation steps.
o Track and report to Producer all physical production related expenses with materials, shop fees, staff expenses
and crew salaries.
e Facilitate all rehearsal needs in regards to physical production.
o Create and maintain budgets for company operations related to facilities and technical operations of MND
productions.
o Keep up inventory of production expendables and budget for replacement items.
o Maintain safety guidelines related to venue operations and maintenance.
o Manage safety and govemment compliance as related to venue.
o Manage facility compliance related to historical building guidelines and regulations.
o Directly supervise all technical personnel and outside vendors related to facilities.
o Undertake special assignments as directed.
o Report work schedule weekly and communicate regularly with General Manager.
'AWW ONN
E. Affiliations
Ipdustry Partners
Tectonic Theatre Group
ABKCO
Theatre Communications Group (TCG)
0 Asolo Repertory Theatre
o The Studio Theatre DC
rakontur
o Lincoln Road BID
o Miami Design District
Meat Market
:) SuViche
o Segafredo
o Halves & Wholes
o Miami Herald
o The Bass
o Citizens interested in Arts
o The New Tropic
o Menin Hospitality
o Mondrian
o Mast Capital
o Amazon Services Inc.
o WLRN
o R1 Heisenbottle Architects
o Avanti Way
o Intemational Finance Bank
o Absolut E"
o Banco do Brasil
F. Grant Support
John S. and James L. Knight Foundation
Perez Family Foundation
Miami -Dade County. Department of Cultural Affairs
State of Florida, Department of Cultural Affairs
Mailman Foundation
Daniel Nir and Jill Braufman Foundation
G. Public Relations/Marketing Plan
Marketing Plan
A major multi -channel marketing campaign has been created for the 2018-2019 season of MND for the productions,
One Night In Miami..., Fake, Cocaine Cowboys, and Viva La Parranda. This campaign includes:
o Thousands of direct mail season subscription brochures
o Full -page print ads in the Miami Herald, coupled with a digital marketing campaign including email blasts.
o Print ads in the Miami New Times, couple wi rketing campaign.
o Additional digital marketing outlets ind Travelzoo. Goldstar, and the GMVCB website.
o Radio advertisements on WLRN, Hot 105, 103.5 Beat.
o Print ads in the Miami Times
o Print ads and feature in Legacy Magazine
o Cross -promotional eblast campaigns with New World Symphony, Arsht Center, The Bass, Nu Deco Ensemble
o Trailers at 0 Cinema locations
o Outdoor projections on Colony Theatre
u Extensive investments in Social Media and Online Digital Marketing Campaigns -
Public Relations
Through our partnership with the Lincoln Road BID, Miami New Drama enjoys public relations support from the Lou
Hammond Group,
For One Night in Miami... Miami New Drama has contracted the services of One Circle Marketing, led by Suzan
McDowell and is working with ABKCO's Bob Merlis out of Los Angeles to further promote music industry coverage of
the production.
Miami New Drama contributes hundreds of tickets annually through Miami Dade County Department of Cultural
Affairs' Golden Ticket Program and directly to numerous Senior Centers throughout Miami Beach.
For the 2018-2019 Season, Miami New Drama will unveil a $3.05 ticket program reserving seats for first time theater-
goers for every performance.
MIAMI
NE W MIND
DRAM
FISCAL YEAR 2018-2019
SUMMARY SHEET
Projected Income 51,950,000
Projected Expenses' $1,950,000
'LESS AEA BOND
Profit/Loss I so 'in -kind revenue not valued
116!!! fi 2gm
Summary of Expenses
MND Personnel Expenses
Artistic Director
$60,000
Executive Director
$37,500
Producing Director
$35,000
Interns Assistant Support
$35,000
Health Insurance
$20,000
Taxes
$25,125
TOTAL
MND Company Expenses
$212,625
Accountant
$15,000
Development Costs
$20,000
Travel
$5,000
Offlce Expenses
$12,000
Advertising & Marketing
200 000
TOTAL
Colony Theatre Facilities Expenses
$ 252,000
Financial Director
137,500
Theater Manager
$45,000
Custodial Manager
$32,000
Operations Manager
$50,000
Administrative Box Office
$28,000
Taxes & Benefits
$38,500
Rentals & Brand Marketing
25 000
Production & Tech Crew
160,000
FOH Team
$50,000
Insurance
$20,000
Elevator Maintenance
$5,000
Electricity
$76,000
Office Expenses
$12,000
Telephone & Internet
$8,000
Facilities Supplies
$40,000
Repairs & Maintenance Labor
15 000
Storage
$20,000
Waste
$2,100
Water
000
TOTAL
MND Production Expenses
$530,600
ONIM
$212,000
FAKE
$193,500
COCAINE COWBOYS
1244,000
VIVA LA PARRANDA
$214,000
ANTIGONE
775
TOTAL
Contingency
TOTAL
l 1U$Wo"M
$932,275
$22,500
$1,950,000
$1,950,000
PROJECTED REVENUE
EARNED INCOME
Item
Amount
Ticket Sales 4 Theatrical Productions
$375,840
Presenbng Partnerships/Special Events
$125,000
City of Miami Beach Management Fee
$420 000
Theatrical Tour
$20,000
Concessions
$8,000
Merchandise
$2,000
Rental Income
$70 000
TOTAL
CONTRIBUTED INCOME
Item
Amount
$1,020,840
Individual Donations
$104 060
Board Dues
$80 000
Corporate Sponsors
$150 000
Special Event
$35 000
Memberships
$50 000
Foundations
$250,000
TOTAL
GOVERNMENT GRANTS
Item
Amount
$669,o6o
City of Miami Beach CAC
$25,000
City of Miami Beach Utility Reimbursement
$80 000
Miami -Dade County ADV
$105,000
Miami -Dade County TARG
$35,000
Miami -Dade County TDC
$13,500
State of Florida
$1,6w
TOTAL $260,100
Total Contributed + Govt Grants $ 929,160.00
TOTAL PROJECTED REVENUE $ 1,950,000.00
IR v w if nag
COLONY
THEATRE
MIA '�1 1
NEW
DRAmA
Miami New Drama
Operating Budget and Projections
2015-2023
'0
rJ
9
2-Yew MmopwwerM Agreewrerrt &-Year Extension
Prior Year Next Year
(2016-2017) (2018-2019)
Year 2
Yver 3
Year 4
Yaar ]23)
(2015-2016)
(2019 2020)
(2020 2021)
(2021-2022)
(2(122-20
! Conotwbons and grants.
Program emvioe revenue
lnveelmarx income
Total revenue
171.471.
291,249. 825,000
924,000
t.050.000
1.148 000
1.200,000
179 296
747,027 1,125 000,
1,276.000
1,450.000
1,652,000
1800,000
75
S350,642
213.235.
121,901
S1,9W3" d $1,950,000
313.563_ 858,773.
6,157, 20,000
726.109. 1.093,227
$2,200,000
$2,500,000
$2.800,000
$3,000,000
SsieTres.olMrcompensetion,empioyeebene is
Pn)*AsonW /undrauWV expenses.
Total hdxtnusing expenses
Mar expenses
Total
948,000
22.000
1,232,000
1,075.000
1,204.000
1,290.000
25.D00
28.DD0
1 30.000
1.400,000
1.568 000
1.680,D00
UU,138
$IA41,7U S1,950,000
$2.200,000
$2,500,000
S2,13OQ000
$3,000.000
Revenue less expenses
15.706.
-9,476
Page 1051 of 1637
'If you go to print this. it looks beat if you set the margins to 'narrow' and It to wkdth'
Page 1052 of 1637
COLONY
T H E A T R E
mi ml
NEW MIND
DRAM
MIAMI BEACH
Pegs 1053 of 1537
HISTORIC COLONY THEATRE
(14eatre News
THE COLONY
SPAEAW WomDaK THEAT1113
tat'
PENS TOIi�'f' ��: �.
1wl fit M Owlst sum"
PW
I��II�BYL /�OOa�Yt
tl1��{ mitt KY�1w� ISM\1. Y.1Wef�
1=51
cl
_.eater will he as
Colony Theatre modern as tomorrow"
opens
JanuaryQ ;14-935
COLONY THEATRE ReceN-���sTOR Y
6 NA,;
2006 Renovation by
The City of Miami Beach
Under Spectra Management
Rental venue (2008-2016)
30-40 events per year
House dark 80% year
Consistent complaints to the city
Inconsistent maintenance of facility
MIAMI NEW DRAMA
PR=SENTSTHE GOLEM OF HAVANA
JANUARY FEBRUARY 2016
fig 5 week SOLD OUT run
0
0
C 6,500 attendees
cc
• Highest grossing show at
The Colony Theatre in
recent history
Pape 1056 of 1837
CITY aMIAMI BEACH nvPanTs MIAMI NEW DRAMA
AS RESIDENT COMPANY OF THE COLONY THEATRE FOR A TWO-YEAR TRIAL PERIOD
Annual Agreement Terms
2016-2018
30,000 Attendees
75 Events
Quarterly report
IS$170,000
Operating Contribution
$s0,0oo
Utility Reimbursement
OUR LIADIRS141P
Michel Hausmann
Artistic Director, Co -Founder
Lisa Dozier King
Executive Producer
Pepe 1058 of 1637
Moises Kaufman
Artistic Associate, Co -Founder
Claudia Urdaneta
Theater Manager
,- l r'
Executive Director
Productions & Operations Manager
MIAMI
NEW \IMD 1"Im %�CT��
DRAMA
v
0
V
W
0
N
w
co
DAVID MICHAEL SCHARLIN, Chair
STEVEN BANDEL, Vice Chair
ALEXANDER GALSKY, Treasurer
YAEL MULLER, Secretary
EVAN FANCHER
GARY FARMER
MARLENE GREEN
MICHEL HAUSMANN
MOISES KAUFMAN
Pope 1059 of 1637
HELENE LINDENFELD
MARTIN LINDENFELD
JANET MELK
CHARLES MILLION
EDUARDO MULLER
ENRIQUE NORTEN
AMY SCHARLIN
DAVID SCHRADER
Non -Voting
BRANDI REDDICK
OLGA GRANDA
OUR MISSION
Founded by playwright and director, Michel Hausmann, and National Medal of the Arts winner,
Moises Kaufman, Miami New Drama is a producing organization committed to artistic excellence
and groundbreaking work unique to this diverse and extraordinary city, with a vision of theater as
a powerful vehicle for social change.
0
V
EXCELLENCE
DIVERSITY
DIALOGUE
MIAMI NEW DRAMA PRODUCTIONS 2017-2018
,637
Every production offered
parfQrmances and d i scow
tic cats to the communiO.,.
COWWUWTV PQ
G
AMERICAN
BLACK
� WO-K. ICONME
The Colony Theatre has remained home for
numerous non -profits and local festivals.
MCISTOWIS a ACCOLAD9S
3
2 Knight Arts Challenge
Grants
Michel Hausmann accepts
the Knight Arts Challenge
awards with $150,000
grants for each.
Premier of Moonlight
i The Wilder Family
The cast celebrates the premiere Nephew of American playwright
of the Oscar winner for Best and three time Pulitzer Prize
Picture, Moonlight in their winner Thornton Wilder speaks
hometown at to students before a presentation
The Colony Theatre. j of Our Town.
Paps 1063 of 1637 l
5 Proclamations
The Mayor and Commissioners
of the City of Miami Beach have
presented Miami New Drama
with five proclamations.
I
wow W6W DIAWA W T,J P*55
&!4eikWNorkVWa
Knight Foundation Helps
Drive Miami Art Scene
"unites audiences from a
o range of backgrounds."
co
-Miami New Times
at hk*qwn host J Ck)
N
H/s �rNE
45heNouMork Zimeo
'a Miami production [of Our Toga)
this fall will feature characters
speaking in English, Spanish and
Creole.'
IM7
.��� W�+�r�.wri»rw�wrrw�.eiww�r.r
r�.wtr.r tfr� �Mw IiOPr•�
wnwurn
'Queen of Base.!' a modem Miami take
on the 19th-century Swedish 'Mica
Julie'
MIAW WSW TIMES: BIST OF MIAMI zois
IBESTTHEATER FOR DRAMA I BEST ACTOR
Colony Theafiro Pierre Jean Gonzalez
ILI
UNATMOMW
2017 Winner. �msht CwWw for f1w Pwfofm"
MAW�W 0#AWA'S D�FET EIE�1Y�C MW►j:T R*-2018 (24 AIOMTHS)
$500,000 x 39—$19.5 M
Miami New Drama leveraged
each dollar of grant funding
invested by the City of
Miami Beach into $39 of
economic impact.
Miami New Drama has
employed over 200 full
time, part time, or
independent contractors,
during our two-year period
at the Colony Theatre.
Pape 1068 of 1637
$53.51 x 30,000 attendees=
$1.6 Million/year
On average a theater patron
will spend $53.51 per
person, per event, beyond
the cost of admission, on
meals, parking, etc on
Lincoln Road_
Miami New Drama has
booked over 300 nights at
Miami Beach hotels in
order to house our visiting
artists.
Sources; httpJ/miarrrdadearts oroites!default!files!fifes!inline!2017 -- the arts in_ rn;amt-dade_county_6na1-.7 17.2017.pdf
NAM W6W CSAWA r6Y PaiawAwi Mlw1T0a5
2016
_Y
2017
Q1
Q2
Q3
04
Q1
Oct -Dec
Jan -Mar
Apr -Jun
Jul -Sept
Oct -Dec
# events 12
31
44
51
49
# attendees 2,491
6,683
10,071
7,447*
7,957
rD 'Spectra Contract *Hurricane Irma
0
ao
P32016-2018 Total Event Attendance
w
0 57,368 Attendees
p 346 Events
Pepe 1057 of 1637
011114[
02
Q3
Q4
01
Jan -Mar
Apr -Jun
Jul -Sept
Oct -Dec
34
53
35
49
7,210
10,000
8,000
8,000
Budget FY 2017-2018
Earned Income
42%
16%
City of Miami Beach
-utilites
-Facilities
42%
Contributed income
SOONSOR3 Am COMNUMITV PARTNERS
zExslN MIAN ® KNIGHT FOUNDATION LINCOLN RD
I�MO ARM ALM M SCUM /l.=lM
M1: MI
T DESIGN
o
MONDRIAN
SOUTH BEACH
T Im
MEAT MARKET
hi IAMI & E A C H
VOLM
I
AVANTI M
MENIN I HOSPITALITY
THE NEW
TROPIC
RHEISENB 7LE
JA 9 4 14 1 1 1 l T �.
H&W
Riami Iferalb
MEDIA COMPANY
do A(M
1 pus � • -oft
00
w
Loo"ing towards the f
Lure...
e
i Abv
OCT - NOV'2018
ONE
NIGHT
IN
MIAMI
JAN- f EB 2019
41&
APR- MAY 2019
MAY- JUN 2019
SUMMER SEASO'i
4
DIVE PWNT OF NEW EDUCATION DIVISION
-0
C,
to
CM
Co
CA
0
N
w
W
00
Educational programs for each of our productions
- - - -- — F — -- -- - ,r--
i/
1filial
5 year Lease Extension
• $420,000 Operating Contribution
• $80,000 Utilities Reimbursement
• CPl Increases
0 150 events / year
35,000 attendees / year
Development of Education Division
POP 191937 Biannual report
I VIAL OMATW HOACTIOW
$3 M FY 2017-2018
Earned Income City of
$3,200,000 I 42p� Miami Beach
I $250,000
' i, 16%
$2,450,000
o�
v,
J
o
m Op
m 4,700,000
a0 N
OD
W
0
$950,000
$200,000
$1.6 M
t
I
$350k
t 1
►• 1
rt 1
1 I
� 1
2016-17 2017-18 2018-19 2019-20 2020-21
Fiscal Year
Pape 1073 of 1837
0City of Miami Beach Contribution Earned & Contributed Income
2021-22 2022-23
$1.6
Million
Contributed Income
42%
Earned Income FY 2022-2023 city of
4296 Miami Beach
$500,000
16%
$3
Million
Contributed Income
42%
COWPARATIVI CASs STUDIIS
wn7,000
Operfting Budget
::,�� psrttmne
a
011637 to)
(A) (BJ Iq Please see appendix for sources and detailed figures
$3, 168,000
Operating Budget
$651,000+
City Contribution
18 full-time
3-10 part-time
0
WJAW WJW 04AWA'S NW4CMI) POKIC SIT AMWU- A4V
$500,000 x 39=$19.5 M
Miami New Drama will
leverage each dollar of
funding invested by the City
of Miami Beach into $39 of
economic impact.
Miami New Drama will
reach over 8000 students
through lectures, touring
productions, field trips, and
workshops each year.
( $53.51 x 35,000 attendees=
j $1.87 Million/year
On average a theater patron
will spend $53.51 per
person, per event, beyond
the cost of admission, on
meals, parking, etc. on
Lincoln Road.
Miami New Drama will
provide over 1000 free or
discounted tickets to the
community, including
seniors and veterans, each
year. 4
COLONY
0
� T H E A T R E
co
M I M It
NEW MIND
DRAM
1040 Lincoln Road
Miami Beach, FL 33139
www.colony.org
Michel Hausmann Olga C. Granda
Artistic Director Executive Director
(305) 414-1 121 (305) 674-1040
michel@miaPi� Gh187w�'rama.org olgagmiaminewdrama.org
Appendix
[A] Seminole Theatre
18 N Krome Ave, Homestead, FL 33030
hups:,'/www.citVofiiomeste
Parks, Recreation & Facility Maintenance Department
SOMMU
001-015NM31-30 SPECIAL DEPARTMENTAL SUPPLE S
1,III :
5.000 S
5.000 S
5=
W14160 6 Z3$-M MANAGEMENTICONSUT FEES
2%AW
2301J01
230,000
250=
W1410D6r23430 PROPERTYIBLDG NSUPANCE
Ors M
44,101
44,158
34,301
W1-0100-M34.81 ELECTRICITY CHARGES
35M
0DA00
W=
40.000
W141W4n.34-W WANNER CHARGES
1.314
NO
3000
3=
W1410b674.34.84 GARBAGE CHARGES
1,401
um
3AM
3,000
W1410D8M84 5 TELEPHONE CtMF40ES
4,M
4AW
4AM
4.000
001-010D 171344M STORWWATER CHARGES
Im
1AW
1p00
1A00
001-0100-072wc BULDWG REPAM A MAI TEIN NC
I'm
10x0
22,500
17.300
W1-010D672-VM EQUIPMENT REPAW a MANTEW
3.=
0
0
0
001-010Da72.38-00 ARAM. OONTRACTS t LICENS
SAX
17me
17xe
17,=
001-015MnS0.20 SULDING IMPROVEMENTS
zw
0
0
0
roan. �s nwrns $ I" S _ iyr► 6 no
ftV 1ii Of mg
[B] Sandrell Rivers Theatre (Fantasy Theatre Factory)
6103 NW 7th Ave, Miami, FL 33127
https://d36ff89f97eddeaee95d-
4a6d749$c2822fOd4fO92500bd8afae4.ssl.cf1.rackcdn.com/Uploads/client _id 159882
upload 1508016694_6339 paf
Fantasy Theme Factory Consolidated Operating Budget Projectlon
2017-18
faeaAlutARM* fteaar PW~ F FTMde
Sr0.noo
TI MW MW&WPAft&WOq Mono, ISwLwW. FM fveryr
s�
Sss,000
Fburwel prreoor F Cire
132
000" FM Ain MxhWo
S31,2w
OucWe Arreta (Uucude Cnnvedor HOT Subkd re Twee(
S69=
Out# Tern (Outside Cwnr ttor NOT kAod to Tun)
S7.SW
FoducMer*Pfad•N Manager (SaMned fM Aorw Arerrr
MerYms
S4Z=
hedutthn AWNW4 I hula MaCbe
SI&M
twiretlon AOINW pin Opl%F MMDN
suym
TKAMMI OMwor Odledor
Secwuy (O.Wde Conhedr Nor Wbled to Tern, FM one
pave
Snmo
Qw a FM Franda Franco
Ma rgo
Of""Am OFRce AMneTr (fir. Fm Mrlde Mervin
"I.2w
Ourede Awftna stapF.Mf a McYwenr+oe Mbrten a
Heeded (Owdit Ceevaaor NOT Subject wTan)
612=
kaft for M feeecrwk Frodrrttlaw O"U" Herr 1 . box
Oft* MMyr. flw OFtp Amimm . Tedk Dowwr, SKw ty.
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Ra�lwe
Mora
o(rf.
ara
MIILCNMWA
fFFAfM1fA1
f�reo.M3r
fto wt Of 20ag
Merchant Processkj fees
$2 000
Genera! Commercial uabipty
WWI)
Cam Meru al Auto ins
56,500
Wocters Comp
S6,S00
Travel Exp
525,000
Food, Lodong
$5,000
Marketing Expense (p►Ww►g, web, social media, etc)
520A00
Theater SUPPMS
515,000
Production Rental outside theaters for fieldtrips
S54S00
Acmnting
S 16 000
Other Production Expenst
$22,U2
Unamplayment Tax
$4,000
Hon Profit Oirecton S Officers tnsurance
$1 000
Bond Rer+ewsl
S1,300
Intar:st on Ford van
Sg0
52,000
Reoccwrri rue Tool
$300,321
Theew Rehab
S24X9
Concessions Sain
S4,000
F Fees
PISM
M Ensemble Reimbursement of Direct Costs for Productions
S23,520
FTF Program Admissions at SRT
SM
CUA Fwg Grant
S100,000
Events
S4D Doo
in-sdwol
$52
feKenst Income
$612
MiamWade YAM Grant
9010W
Browstd Cainty AM Grant
$12,11W
Stab Of florida Gen sup Grant
Sl!
Mias>ti B..cf, Grant
5191DD0
lWoward CAEPGrant
A Soo
Am Mann FoundWon
7,SDD
Mlami-Osde GERM
Sss
Funding Am koward
$10 ,000
FTF Outside fie
S25AM
R" Fees
MAW
Mi
ftplMS00639
[C] Bass Museum of Art
2100 Collins Ave, Miami Beach, FL 33139
htWs://miamibeach.novusagenda.com/agendapublic/CoverSheet.aspx?ItemID=6615&M
eetinglD=430
Administrative Costs
$ 206,210
Facilities Costs
$ 256,500
Permanent Collection Costs
$ 180,290
Marketing Costs
$ 8,000
Total
$ 651,000
ftoweling
t• ! ! ••'
Division of • .• •
September 1, 2017
DAVID MICHAEL SCHARLIN
2627 S. BAYSHORE DR. #1902
MIAMI, FL 33133
Re: Document Number N14000005493
The Articles of Amendment to the Articles of Incorporation for MIAMI THEATER HUB,
INC. which changed its name to MIAMI NEW DRAMA, INC., a Florida corporation, were
filed on August 29, 2017.
The certification requested is enclosed.
Should you have any question regarding this matter, please telephone (850) 245-6050,
the Amendment Filing Section.
Irene Albritton
Regulatory Specialist II
Divrsion of Corporations Letter Number: 517A00018166
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
o'Ly 10Ci
&Vartu ntt of Otatt
I certify the attached Is a true and correct copy of the Amides of Amendment,
filed on August 29, 2017, to Articles of Incorporation for MIAMI THEATER NUB,
INC. which changed its name to MJAMI NEW DFtqAA, INC., a Florida
corporation, as shown by the records of this office.
The document number of this corporation is N14000005493.
GrahMM ft Seal Hof ft State of Florriida
at Talatassee, the Capftai this the
First day of September, 2017
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'Strmarj of ,state
ration
of
(Document Number of Corporation (if known)
mot to site provitkw of section 617.1006, Florida Statutes, this Fiorldrr Sot For Prafil C irporadm &Iopts the following
aashme■r(s) to its Articles of Inoorporafson:
rwarns mars ua m r, I fKu"Ifam ana c"am the word
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corporation" or "Inowporated" or dlw abbreviation -Corp. " or "Inc. "
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r - rre k■t r'- slat A seiirt T- T►tatae,.. s- Sec ou ry: D- Di or; 77- Thatee. C - Chair� or Clerk- CEO - Chief
Lwas ft Offir CFO - CW Fk=Kzd Df c s If a VICA"Amse a► haldi xwre ►hat arre title, Rst the jbw lurer of each office
bait h,rait 7'Yrresr+r. Dk*csw nordd be PTD_
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o AXW Air Aver Iowa the mporatkvt. Silly Swale is wmtd the V and S Aese should be routed at John Doe. PT as a Change,
M&O Jopw V ae Rem was, and Sally S+roA S V as an Add
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3) Change
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4) QWV
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— Cheap
x Ada
Remove
—Chaw
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C David Michael Scharlln
CEO Mlcbd Hausanm
VC Steven Bandel
ON
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Alexander Galsky
Up onada
Offy Firmer
Page Z oi6
Ap?lbw0w
do F7onstcia Jimenez-Mwoos
1040 Lincoln Rd.
Miami Botch, FL 33139
1040 Uncatn lid.
Miami Beach, FL 33139
c!o Floreoc is Ama► m-Mwroos
1040 Llacoln Rd.
Miami Basch, FL 33139
Go Horoocia Timsnu Man=
1040 Lincoln Rd.
Miuti Beach, FL 33139
cb Wasria Jtmsnsi-Mascos
10401 l a in Rd.
M'uml Beach. FL 33139
C/o Florascia rcmeomrMnoo.
loan Uncoin Rd.
Mlwnl Beech, FL 33139
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alas ahw11 h nosed a ale joa0wog maew cm, wwc�' Jose L)Oe is lasted as the PST add .4afike Joao is listed as the V. There it
e dm9R ANN J w 'No a doe am►poraoK Salty Sww, cs coned the V and S There should be noted as Jahn Doe. Pr as a Change.
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Moises Kaufman
D Helene UndWeld
D Martin Undenledd
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Eduardo Muller
Yael Muller
&rklue Norton
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c/o Florencia Jimenez -Marcos
1040 Lincoln Rd.
Miami Beach. FL 33139
C/o Flaremda lfaiesiez-Marcos
1040 Uocoln Rd.
Mlaml Basch, FL 33139
CIO Florencia Jimenez -Marcos
1040 Uncoln Rd.
Mimi Beach, FL 33139
do Floreada Jimenez -Marcos
1040 Llnooln Rd.
Miami Beach, FL 33139
do Morencla AmeoemrMancos
104011 Rd.
Miami Beach, FL 33139
C/o Hamoia rune nez-Marcos
1040 Unooln Rd.
Miami Basch, FL 33139
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Fxtcapwe Office, CFO - CAsdf Fawvacam ire h-aw oklaw- 96oc r haidr fwo►e Am owe ada list the frw later of each q ice
had Praudam Treanrer. Director would be PTD.
Changes ihou/d be noted in the following manna. Currently John Doe is listed ar the PST and Mike Jones is listed as the V There is
a changA Mike Jones leaves the corporatloA Salty Smith is named the Y and S These should be noted as John Doe, PT at a Change.
Mike Jones, Vas Removed and Sally S*itk SV at an Add
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D Amy Scbadin
N/A
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C/o Flomncia limanez-Marcog
1040 Uncoln Rd.
MiaMJ Beach, FL 33139
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oocameW% cftmw tft cc :be Dowtmem of Swe's records.
Adoptios of Aumd—t(s) (CHECK ONE)
The arnmdrnent(s) was/were adopted by the members and the number of votes cast for the amendment(s)
wea/we re Suftie nt for approval.
Thee are no memben or Toemben entitled to vote on the amendment(s� The amwAnmt(s) wulwom
adopted by the board of directors.
DMi Augur 2Z 2017
P!'��r ar�it lira esf tit bowd. P AdW ear 06W olbxr-if dbvctors
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(Title of person signing)
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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 k 8 2021
This AMENDMENT NO. 3 ("Amendment") to the Management greement (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 hest 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 S80,000; 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 1r 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
Pitted 1110815o12938
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: (1) 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:
ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
Pltgd 2000 2938
2. MODIFICATIONS.
The Agreement is hereby modified (deleted items 6tR46k through 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.
Section 2 of the Agreement is hereby amended to add the following new
subsection 2.4:
2.4 Subiect 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 -terminus with the term of the Collins Park Lease. Notwithstandina 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). subiect
to the exercise of any remaining Renewal Term.
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 Paris 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)
P#Wd W6M2938
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:
;7d
Rafael t. Granado, City Cleric
APR 1 8 2021
Date
Signa
U klf.\
Print Name
12_InIL
Date
CITY OF MIAMI BEACH, FLORIDA
Dan Gelber, Mayor
MIAMI NEW DRAMA, INC.
el���
Michel Hausmann, Chief Executive Officer
Page 4 of 4
Page 1106 of 2938
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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