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HomeMy WebLinkAbout2006-26320 Reso RESOLUTION NO. 2006-26320 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE PROCESS AND GUIDELINES FOR SUBMISSION AND RECEIPT OF "BEST AND FINAL" PROPOSALS FOR THE FUTURE USE AND OPERATION OF THE JACKIE GLEASON THEATER OF THE PERFORMING ARTS BY 1) AEG LIVE, AND 2) LIVE NATION, IN ADDITION TO THE PROPOSAL TO BE SUBMITTED BY, AND WHICH THE CITY HAS BEEN PREVIOUSLY NEGOTIATING WITH, CIRQUE DU SOLEIL; AND PROVIDING FURTHER THAT, EFFECTIVE SEPTEMBER 6, 2006, THE MAYOR AND CITY COMMISSION, AND THEIR RESPECTIVE STAFFS, AND THE AFOREST A TED TWO (2) PROPOSERS, AEG LIVE AND LIVE NATION, AND (ADDITIONALLY) CIRQUE DU SOLEIL, VOLUNTARILY AGREE TO BE BOUND BY A MODIFIED "CONE OF SILENCE" (AS SET FORTH IN THE ATTACHED GUIDELINES), SAID VOLUNTARY "CONE" TO REMAIN IN EFFECT UNTIL SUCH TIME AS THE CITY MANAGER MAKES HIS RECOMMENDATION TO THE CITY COMMISSION WITH REGARD TO SELECTION OF ONE (OR MORE) OF THE AFOREST A TED PROPOSALS, AND SAID RECOMMENDATION IS ACCEPTED BY THE CITY COMMISSION. WHEREAS, the City Commission, at its meeting on July 27, 2005, referred a discussion on a proposed development agreement and long term lease between the City and Cirque du Soleil (CDS) to operate the Jackie Gleason Theater of the Performing Arts, as a permanent venue for a CDS show, to the Finance and Citywide Projects Committee; and WHEREAS, negotiations with CDS commenced shortly after the September 1, 2005 Finance and Citywide Projects Committee Meeting, and have been ongoing for the past year; and WHEREAS, at the July 12, 2006, City Commission meeting, the City Commission directed the Administration to solicit proposals from two (2) other firms, AEG Live and Live Nation, which (in addition to CDS) had also expressed interest in initiating discussions with the City, as possible alternatives for the future use and operation of the Jackie Gleason Theater; and WHEREAS, all three proposers have raised questions regarding a process, and are seeking guidance from the City as to how their individual proposals will be evaluated and considered (as the City has not issued a formal request for competitive bidding with regard to the use and operation of the Jackie Gleason Theater); and WHEREAS, at its meeting of August 17, 2006, the Finance and Citywide Projects Committee discussed a process and proposed guidelines for reviewing the aforestated proposals for the operation of the Jackie Gleason Theater; and WHEREAS, during the Committee meeting, the City Manager reported that, as discussions between the City Administration and CDS have been ongoing for nearly a year, the parties are close to finalizing a "best and final proposal"; what was specifically required was a process and guidelines for submission of the expected proposals from AEG Live and Live Nation; and WHEREAS, the City Manager further stated that, in order to assure that the ongoing process with regard to consideration of a future operator for JGT continues to remain within the City Administration's estimated timeline for selection and negotiation of a final agreement, the following recommendations should be considered: 1) establish a process and guidelines for submittal of "best and final" offers from the two (2) new interested entities, AEG Live and Live Nation (including minimum guidelines relative to the terms/items that should be included in their respective proposals); 2) establish a deadline for submittal of "best and final" proposals - applicable not only to AEG Live and Live Nation, but also to CDS; and 3) establish a modified "Cone of Silence" process applicable to the Mayor and City Commission and their respective staffs, and the aforestated three (3) entities; and ' WHEREAS, the Committee accepted the City Manager's proposed recommendations with regard to the aforestated process and guidelines, as amended; accordingly, the City Manager would request that the Mayor and City Commission hereby adopt and approve the subject process, as set forth in the attached Exhibits "A" and "8" hereto; and WHEREAS, the proposed process and guidelines are not intended by the City to constitute a formal competitive bidding process and, ultimately, the selection of an operator for the Jackie Gleason Theater, notwithstanding the intended process, would still require a formal waiver, by 517ths vote of the City Commission, of the competitive bidding requirement; and WHEREAS, in accordance with the proposed process/guidelines, initial proposals and Term Sheets were to be submitted to the City Manager by the three proposers on August 31,2006; and WHEREAS, completed "Best and Final" proposals and Term Sheets are intended to be submitted to the City Manager by September 29,2006; and WHEREAS, a series of public meetings are planned between September 29, 2006, and October 17, 2006, to gain input from the public as to sentiments regarding the Jackie Gleason Theater's potential future use and operator. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve the process and guidelines, as set forth in Exhibits "A" and "B" attached hereto, for submission and receipt of "best and final" proposals for the future use and operation of the Jackie Gleason Theater of the Performing Arts by 1) AEG Live, and 2) Live Nation, in addition to the proposal to be submitted by, and which the City has been previously negotiating with, Cirque du Soleil; and providing further that, effective September 6, 2006, the Mayor and City Commission, and their respective staffs, and the aforestated two (2) proposers, AEG Live and Live Nation, and (additionally) Cirque du Soleil, voluntarily agree to be bound by a modified "Cone of Silence" (as set forth in Exhibit "B" of the attached guidelines), said voluntary "Cone" to remain in effect until such time as the City Manager makes his recommendation to the City Commission with regard to selection of one (or more) of the aforestated proposals, and said recommendation is accepted by the City Commission. PASSED and ADOPTED this 6th 2006. Robert Parcher David Dermer ATTEST: ~rf~ CITY CLERK APPROVED AS TO FORM & LANGUAGE & FO CUTlON 2.lllo~ Attomey~ Date COMMISSION ITEM SUMMARY Condensed Title: A resolution approving a process for receiving proposals regarding the Jackie Gleason Theater. Ke Intended Outcome Su orted: Increase community rating of cultural activities Issue: Should the City Commission approve a process for receiving proposals from AEG Live, Live Nation, and Cir ue du Solei I? Item Summary/Recommendation: At the July 12, 2006, City Commission meeting, the City Commission directed the Administration to solicit proposals from AEG Live and Live Nation as possible alternatives for the future use and operation of the Jackie Gleason Theater. This process implements your July 12th directive. Since July 1ih, the City Manager and staff have had several conversations with Cirque du Soleil, AEG Live and Live Nation, regarding the direction from the Commission. The three companies have provided initial proposals as of August 31 st. However, all three proposers have raised questions regarding a process as to how their individual proposals will be evaluated and considered. The process identifies the specific entities the City would be contracting with; the proposed contractual relationships; the proposed form of agreement (Le., long term lease, joint venture, management agreement, etc.); the income to the City, the expected contributions from the City (if any); the specific type(s) of live entertainment proposed; proposed capital improvements; pertinent and salient disclosures; and other related information. The process also limits communications to the principals of the aforestated entities and the City Manager, City Attorney, and pertinent staff. The process calls for "best and final" proposals as of September 29, 2006, followed by a series of public meetings, and culminating with scheduled consideration and discussion of the proposals by the City Commission at a Special Meeting to be held on October 18, 2006. Adviso Board Recommendation: The Finance and Citywide Projects Committee discussed the item on August 17, 2006 and recommend a roval. Financial Information: Source of Amount Account Approved Funds: 1 D 2 3 4 aSPI Total Financial Impact Summary: Ci Clerk's Office Le islative Trackin Tim Hemstreet, x6431 Si n-Offs: Department Director City Manager m ~ MIAMI BEACH u' AGENDA. ITEM DATE R7-:J Q-6-rJCt, & MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl,gov COMMISSION MEMORANDUM FROM: Mayor David Dermer and Members of the City Commission Jorge M. Gonzalez, City Manager \ ~ September 6, 2006 0 TO: DATE: SUBJECT: A RESOLUTION APPROVING A PROPOSED PROCESS FOR RECEIVING PROPOSALS FOR THE FUTURE USE AND OPERATION OF THE JACKIE GLEASON THEATER OF THE PERFORMING ARTS. ADMINISTRATION RECOMMENDATION Adopt the resolution. ' ANALYSIS The City Commission, at its meeting on July 27,2005, referred a discussion on a proposed development agreement and long term lease between the City and Cirque du Solei I (CDS) to operate the Jackie Gleason Theater as a permanent venue for a CDS show, to the Finance and Citywide Projects Committee. Negotiations with CDS commenced shortly after the September 1, 2005 Finance and Citywide Projects Committee Meeting, and have been ongoing for the past year. Most of the key agreement points have been determined and the term sheets for a Development Agreement and Lease are almost completed and ready for Commission consideration. At the July 12, 2006, City Commission meeting, the City Commission directed the Administration to solicit proposals from AEG Live and Live Nation as possible alternatives for the future use and operation of the Jackie Gleason Theater. This memorandum is a follow- up to your July 12th directive - for the Administration to solicit proposals from AEG Live and Live Nation to operate the Jackie Gleason Theater. Pursuant to your request, I asked staff on July 13th to develop a basic evaluation process for the additional two proposals. Its purpose is to identify the specific entities the City would be contracting with; the proposed contractual relationships; the proposed form of agreement (Le., long term lease, joint venture, management agreement, etc.); the income to the City, the expected contributions from the City (if any); the specific type(s) of live entertainment proposed; proposed capital improvements; pertinent and salient disclosures; and other related information. The process also identifies a timeline within which proposals from AEG Live and Live Nation would be submitted, and also limits communications to the principals of the aforestated entities and the City Manager, City Attorney, and pertinent staff. It should further be noted that the respective proposers have all requested an economic development exemption from public records disclosure, pursuant to Section 288.075, Florida Statutes. Based on this, it is likely that disclosure of documents pertinent to the partiesl proposals may also be restricted (by virtue of the statutory exemption). Commission Memorandum - JGT Proposals September 6, 2006 Page 2 Since July 1ih, staff and I have had several conversations with Cirque du Soleil, AEG Live and Live Nation, regarding the direction from the Commission. The three companies submitted initial proposals as of August 31st. However, all three proposers have raised questions regarding a process, and are seeking guidance from the City as to how their individual proposals will be evaluated and considered. The Commission's sentiment essentially sought to create parallel tracks, allowing the continued discussions with CDS and, at the same time, the exploration of viable alternatives. Further, the intent was not to adversely delay the ongoing process with CDS, but to allow AEG Live and Live Nation an opportunity to expeditiously provide the City with proposals for the City's consideration. As you are aware, staff and I have already had several negotiating sessions with Cirque du Solei!. Since the July 12, 2006 Commission meeting staff and I have also met with Live Nation on more than one occasion and have received preliminary proposal parameters to be worked through. At this point, we have also met with the local representative for AEG Live, received their initial proposal, and have scheduled a negotiating session for mid-September. In addition, the Finance and Citywide Projects Committee discussed a process and proposed guidelines for reviewing proposals for the operation of the Jackie Gleason Theater at its meeting of August 17, 2006. The process and guidelines for the proposers incorporate the comments of the Committee. In order to accomplish the Commission's directives in a fair, appropriate and expeditious manner I am recommending that the opportunity being afforded to AEG Live and Live Nation be guided by the following parameters: 1. A mandatory Initial proposal and Term Sheet elements no later than August 31, 2006. This proposal would include the specific entities the City would be contracting with; the proposed contractual relationships; the proposed form of agreement (i.e., long term lease, joint venture, management agreement, etc.); the income to the City, the expected contributions from the City (if any); the specific type(s) of live entertainment proposed; proposed capital improvements; pertinent and salient disclosures; and other related information. 2. Scheduled discussion/negotiation session(s) with staff and appropriate company representatives. Including all necessary financial disclosure the City would require as part of our conducting due diligence. 3. Completed "Best and Final" proposals submitted to the City by September 29, 2006. 4. A series of public meetings would be scheduled between September 29, 2006 and October 17, 2006 to gain input from the public as to sentiments regarding its potential future operations and operator. 5. The City will require a Proposal Guaranty to be submitted with the final Term Sheet proposal, in the form of an Unconditional Letter of Credit, in the amount of one hundred thousand dollars ($100,000). The City will return said Unconditional Letter of Credit to the unsuccessful proposer(s) within five (5) days after the decision by the Mayor and City Commission. The successful proposer's, (if any) Unconditional Letter of Credit will be returned upon completion of negotiations and contract execution. Commission Memorandum - JGT Proposals September 6, 2006 Page 3 6. The City Commission impose a modified "Cone of Silence" which would have proposers acknowledge and agree that any communications, whether verbal or written, between the respective proposer(s) and the City, from the date of issuance of these Guidelines, until such time as the City Manager has made his written recommendation to the City Commission, or, in the alternative, a designated City Commission Committee, shall be limited to communications with the City Manager, City Attorney, and their designated staff. 7. The City Commission would schedule a Special Commission Meeting on the alternate meeting date of October 18, 2006 to select a future operator. I have attached the proposed Guidelines as well as a copy of the proposed modified "Cone of Silence", for your review and discussion. If the process is acceptable to the Commission, I will communicate the Guidelines to the potential proposers as soon as possible. Assuming that the schedule will remain as outlined, my intention is to follow-up with the City Commission in October, with my findings and recommendations on each proposal. JMGfTH Attachments T:\AGENDA\2006\sep0606\Regular\JGT Discussion Item,doc EXHIBIT" A" Jackie Gleason Theater of the Performing Arts (TOPA) - Guidelines for Submittal of Proposals from AEG Live and Live Nation Proposals submitted by AEG Live and Live Nation (also referred to herein individually as the "proposer", or collectively as the "proposers") shall be sent to the City Manager. Initial Term Sheet proposals are due to the City Manager by 5:00 PM on Thursday, August 31, 2006. It is anticipated that subsequent meetings will occur between designated City staff and the respective representatives of AEG Live and Live Nation to discuss the contents of the initial Term Sheet proposals. These meetings are intended to be negotiating sessions that will lead up to a final Term Sheet proposal to the City. Final Term Sheet proposals are due to the City Manager by 5:00 PM on Friday, September 29,2006. The City acknowledges that AEG Live or Live Nation may make written request for exemption of certain submitted documents from Florida Public Records Law, including without limitation, records which contain or would provide information concerning plans, intentions, or interests of a private corporation, partnership, or person to locate, relocate, or expand any of its business activities in Florida, as provided in Section 288.075 (2), Florida Statutes. Notwithstanding the preceeding paragraph, it should be clearly understood by AEG Live and Live Nation that any requested exemptions that may be available under Florida Law, shall terminate upon public disclosure of the exempted material (Le. including, without limitation, discussion and/or consideration of the respective proposals by the City at a duly noticed public meeting). In the event of such disclosure, or of any other permitted disclosures, as provided in F.S. 288.075(2), AEG Live and Live Nation hereby agree and acknowledge that the City shall have no liability with regard to same. General Guidelines The following is generally considered essential information in order to evaluate the economic and business terms being offered to the City and should be incorporated in the initial Term Sheet submitted and/or should be considered when developing the initial Term Sheet: . Parties - the Term Sheet should identify who is making the proposal, including whether or not this is a joint-venture offer, and should also include disclosure of material interests in the ownership and/or operation of the proposer. . Project - the proposer's concept and proposed use(s) for the TOPA venue should be clearly identified . Project Costs and Funding - the costs of the proposed project to the City should be clearly defined. If there are shared costs proposed, then the full cost should be disclosed as well as the proposed breakout between the City and the proposer. Regardless of the funding party, the scope and projected cost of any proposed capital improvements to the TOPA venue should be identified. The expected revenue sources for the project should be identified. . Compensation to City - the type, form, and amount of compensation to the City, if any, should be clearly identified. Any special terms, exclusions or exemptions or special qualifications should be clearly identified. . Form of Agreement and Proposed Term - the type of agreement and/or agreements and the proposed term(s), including any proposed renewals, should be identified. . Rights to Terminate Agreement - any expected rights to terminate the agreement(s) prior to the end of the expected term(s) should be clearly identified. Such rights would include timeframes in the event of breach or termination for convenience. . Schedule/timeline - the length of time it will take to implement the agreement(s), the projected date of turnover, etc. should be clearly identified. . Corporate Guaranty - the City will require a corporate guaranty. Any limits and/or exclusions to this requirement should be delineated. . Social and Community Benefits - Any proposed benefits to the community should be clearly delineated. . Operations, Maintenance, and Insurance - the proposed responsibilities and who performs these obligations should be delineated. . Any other material items or issues that the proposer deems critical to the success of the proposed project should be included. . Proposal Guaranty - the City will require a Proposal Guaranty to be submitted with the final Term Sheet proposal, in the form of an Unconditional Letter of Credit, in the amount of one hundred thousand dollars ($100,000). The City will return said Unconditional Letter of Credit to the unsuccessful proposer(s) within five (5) days after the decision by the Mayor and City Commission. The successful proposer's, (if any) Unconditional Letter of Credit will be returned upon completion of negotiations and contract execution. . Notwithstanding these Guidelines, the City reserves the right to consider additional information not specifically identified herein in order to make its determination as to selection of a proposal (if any). EXHIBIT "B" Modified "Cone of Silence" Procedures Applicable to Submittal of "Best and Final" Proposals and Term Sheets by 1) Cirque du Soleil; 2) AEG Live; and 3) Live Nation Effective September 6, 2006, and terminating at such time as the City Manager makes his written recommendation as to the selection of a proposal for the future use and operation of the Jackie Gleason Theater of the Performing Arts (TOPA), and said recommendation is accepted by the Mayor and City Commission, the following modified "Cone of Silence" procedures shall be imposed: 1) The following communications shall be prohibited: (a) Any communication regarding a proposal (whether initial and/or "best and final") for the future use and operation of the Jackie Gleason Theater of the Performing Arts between (i) Cirque du Soleil (CDS) (ii) AEG Live (iii) Live Nation and/or their respective officers, employees, consultants, lobbyists, and/or other agents, and the Mayor, City Commissioners, or their respective staffs. (b) Any communication regarding a proposal (whether initial and/or "best and final") for the future use and operation of the Jackie Gleason Theater of the Performing Arts between (i) Cirque du Soleil (ii) AEG Live (iii) Live Nation and/or their respective officers, employees, consultants, lobbyists, and/or other agents, and any member of a City agency, board, and/or committee (whether permanent or ad hoc) that may be directed by the City Commission and/or the City Manager to review and/or otherwise make a finding(s) and/or recommendation(s) as to one or all of the aforestated proposals for the future use and operation of the Jackie Gleason Theater. 2) This modified "Cone of Silence" shall not apply to: (a) Communications between the aforestated three (3) proposers (CDS; AEG Live; and Live Nation) and (i) the City's Administrative staff (including, but not limited to the City Manager and his or her staff); and (ii) the City Attorney's Office (including his staff); (b) Oral presentations during any duly noticed public meeting; (c) Oral presentations during any duly noticed site visits (d) Communications in writing at any time with any City employee, official, or member of the City Commission. (Provided copies of any written communications are also submitted to the City Clerk's Office).