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RESOLUTION APPROVING AN OPERATING AND MANAGEMENT AGREEMENT BETWEEN MIAMI-DADE COUNTY AND GABLESTAGE, INC. FOR THE REDEVELOPED COCONUT GROVE PLAYHOUSE FOR AN INITIAL TERM OF 25 YEARS WITH THREE 25-YEAR OPTIONS TO RENEW; AMENDING RESOLUTION NO. R-797-13 TO CORRECT ERROR; AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE THE AGREEMENT AND TO EXERCISE ALL PROVISIONS CONTAINED THEREIN

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WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum a copy of which is incorporated herein by reference; and

WHEREAS, through Resolution No. R-797-13, the Board approved a Lease Agreement between the State of Florida (State), as lessor, and, as co-lessees, Miami-Dade County and Florida International University (FIU), for the Coconut Grove Playhouse property; and

WHEREAS, the Lease Agreement with the State incorporates, and requires the County to comply with, the Coconut Grove Playhouse Business Plan submitted by the County and FIU to the State to develop a regional theater at the property and which designates GableStage, Inc., as the entity responsible for operating and programming the theater; and

WHEREAS, the Mayor�s Memorandum to Resolution No. R-797-13, which is incorporated into the resolution by reference, therefore erroneously stated that the Board would need to select GableStage, Inc. as the operator and manager of the redeveloped Coconut Grove Playhouse pursuant to a bid waiver and this Board desires to amend said resolution to delete that provision and correct the error; and

WHEREAS, this Board desires to approve an operating and management agreement with GableStage, Inc. for the management and operations of the redeveloped Coconut Grove Playhouse,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board:

Section 1. The foregoing recitals are incorporated in this resolution and are approved.

Section 2. This Board hereby approves the Operating and Management Agreement between Miami-Dade County and GableStage, Inc., in substantially the form attached hereto and made a part hereof, for the redeveloped Coconut Grove Playhouse for an initial term of 25 years, amends Resolution No. R-797-13 at Page No. 3 of the Mayor�s Memorandum to delete the first sentence of the last bullet that provides as follows: �Subject to review and approval of a bid waiver by the Board, the County will enter into an Operating Agreement with GableStage to operate, program and maintain the theater,� and authorizes the County Mayor or County Mayor�s designee to execute the agreement and to exercise all provisions contained therein.

Section 3. This Board directs the County Mayor or County Mayor�s designee to provide to the Property Appraiser�s Office an executed copy of the Operating and Management Agreement within 30 days of its execution.

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Date:

To: Honorable Chairman Jean Monestime
and Members, Board of County Commissioners

From: Carlos A. Gimenez
Mayor

Subject: Resolution Approving an Operating and Management Agreement between Miami-Dade County and GableStage, Inc. for the Coconut Grove Playhouse Theater.

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners (Board) approve the attached Operating and Management Agreement between Miami-Dade County (County) and GableStage, Inc., a not-for-profit Florida corporation, (Agreement) for the operation of the redeveloped Coconut Grove Playhouse Theater in accordance with the terms of the lease agreement for the property with the State of Florida and delegates authority to the Mayor, or the Mayor�s designee to execute the Agreement and to exercise all provisions contained therein, including but not limited to the options to renew the Agreement. In addition, it is recommended that the Board amend Resolution No. R-797-13 to correct the error on Page No. 3 of the Mayor�s Memorandum that incorrectly stated that approval of a bid waiver is necessary to enter into the Agreement with GableStage, Inc.

Scope
The Coconut Grove Playhouse is located in District 7 but the impact of re-establishing a regional theater is countywide.

Fiscal Impact / Funding Source
GableStage, Inc. will be responsible to provide and fund all operational and maintenance costs required for the day-to-day operations of the Theater.

Operations and maintenance costs of other possible project components (i.e., a parking garage and/or a second, 600-900 seat theater) will be required to be covered completely by the outside developers of these projects and will be negotiated in subsequent agreements that will be presented to the Board for review and approval in the future.

The County will be responsible for the capital costs of redeveloping the Coconut Grove Playhouse with the $20 million in approved funds for the capital project ($5 million from Convention Development Tax Series 2005B proceeds and $15 million from Building Better Community General Obligation Bonds, Project No. 299, Capital Budget No. 921070, Adopted Capital Budget Book for FY 2014-2015, Page 181, Volume # 2). In addition, subject to future annual budget allocations and at the sole discretion of the Board, the Agreement specifies that the County shall provide funding for any structural repairs, as may be required, to the roof and exterior envelope of the Theater.

Track Record/Monitoring
Miami-Dade County has a track record of partnering with non-profit organizations to operate cultural facilities. Michael Spring, Senior Advisor to the Mayor and Director of the Miami-Dade County Department of Cultural Affairs, will be responsible for implementing the County�s rights and responsibilities under the Operating and Management Agreement with GableStage, Inc.

Background
On January 15, 2014, the County and Florida International University (FIU), as co-lessees, entered into a lease with the State of Florida (State), as the owner and lessor, for the Coconut Grove Playhouse property for fifty years, which lease may be renewed for up to two (2) additional 25-year terms. The lease incorporates the Coconut Grove Playhouse Business Plan submitted by the County and FIU to the State to develop a regional theater at the property and it designates GableStage, Inc. as the entity responsible for operating and programming the theater. The Business Plan has been approved by:
a. FIU�s Board of Trustees on June 12, 2013;
b. The Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (the Florida Cabinet) on August 20, 2013; and
c. The Board of County Commissioners (Board) on October 1, 2013 via Resolution No. R-797-13.

Key Terms of the Operating and Management Agreement

� The term of the Agreement is for a period of twenty-five (25) years, and may be renewed for up to three (3) additional 25-year terms, but shall not extend beyond October 14, 2113;
� GableStage, Inc. shall be responsible for operating, programming, and maintaining the Theater and shall have no responsibility, obligations or rights to use, operate, manage, maintain, occupy or otherwise possess the balance of the property beyond the Theater, except to maintain the grounds immediately surrounding the Theater;
� Attached to the Agreement (Attachment B) is the Agreement between Florida International University (FIU) and GableStage, Inc. that establishes the rights, benefits and process for the collaboration between GableStage, Inc. and FIU for the use of the Theater by FIU;
� To the extent that the County does not construct the Theater, renovate the Theater, and/or redevelop the Property, then the County shall have no liability to GableStage, Inc. whatsoever. If the County has not completed the construction of the Theater on or before the maximum timeframe allowed in the Business Plan, then the Agreement shall be automatically terminated as of that date, unless extended by mutual agreement of the Parties;
� The County may terminate the Agreement for its convenience upon two-hundred and seventy (270) days� prior written notice to GableStage, Inc. at any time after the Effective Date, provided that the date of termination is to take place before the Commencement Date (receipt of certificate of substantial completion for the Theater);
� GableStage, Inc. will have authority and responsibility over the day-to-day operation of the Theater and all activities occurring there, and it shall use the revenue generated by the use of the Theater to pay the expenses associated with the operations of the Theater. GableStage, Inc. shall also apply for available state, federal and private grant money to help pay for these expenses;
� GableStage, Inc. will develop a full operating pro-forma as a 5-year operating forecast for the Theater and a detailed operating budget for the first year of operations of the Theater before substantial completion which shall be subject to the review by the County Mayor, or the Mayor�s designee;
� GableStage, Inc. will submit to the County annually, an operating budget for the Theater, including all classes of revenues and expenditures, for the coming fiscal year, including a recommended capital repair budgets, annual reports and annual independent audits; and
� GableStage, Inc. shall have the exclusive authority to determine space allocation and scheduling within the Theater.

The Operating and Management Agreement is being recommended for approval simultaneously with the award of the architectural, engineering, and specialty consultant services contract for the Coconut Grove Playhouse. The Department of Cultural Affairs will manage the design and construction of the Theater and will consult with GableStage, Inc. for its review and recommendations regarding the design. Subject to available financial resources, the Department will take into account the facility needs of GableStage in order to develop the Theater in a manner in which GableStage can offer the scope and quality of programs and activities of a regional theater company as described in the Business Plan in the Lease. The Key Business Points of the Business Plan will be binding obligations of both parties and to the extent that there is a conflict between a term or provision of the Lease and a term or provision of the Operating and Management Agreement, the Lease shall prevail.

GableStage, Inc.
It is important to summarize the key benefits of this partnership with GableStage, Inc.. This outstanding non-profit organization is poised to grow into our community�s regional theater company. In addition to being a critically-acclaimed and award-winning theater, GableStage, Inc. has demonstrated a commitment to cultivating the work of South Florida actors, actresses and theater professionals, with the important goal of establishing a critical mass of opportunities to retain and attract talent for our theater scene. Along with its annual mainstage productions, GableStage, Inc. presents a series of educational programs which reach students through its in-house and school tour productions. The company also offers free productions in offsite venues to provide theater to underserved communities. This commitment to presenting excellent theater, developing talent, emphasizing education and outreach, and building new audiences for theater and the arts is a hallmark of a flagship regional theater company.

The following are highlights of GableStage�s accomplishments:

� Overall, GableStage, Inc. has been nominated for 197 prestigious Carbonell Awards and won 55 and was the recipient of the 2014 Ruth Foreman Theatre Award for making advancements for the theatre in South Florida;
� GableStage, Inc. has been recognized by the John S. and James L. Knight Foundation, winning major Knight Arts Challenge awards for its programs. One of these grants has recognized the work being done by GableStage, Inc. with students and this year, is supporting the presentation of GableStage�s mainstage production of Tarell Alvin McCraney�s play Choir Boy to high school students at the Caleb Auditorium and the Lyric Theater. A study guide and post-performance discussion are key features of this educational program;
� GableStage, Inc. continues to exercise strong cultural leadership, regularly giving its entire house to not-for-profit organizations with all ticket proceeds going entirely to these community groups. Among the groups that have benefitted from this policy are Catalyst Miami (Human Services Coalition (fourteen+ times)), Family Counseling Services, The Miller Center for Contemporary Judaic Studies, and, New World School of the Arts High School Jazz Band, Casa Valentina, among others;
� GableStage, Inc. is committed to the community in which it operates and regularly donates gift certificates to area non-profits for their fundraising efforts. A sampling of the groups benefitting annually are Boys & Girls Club, Camillus House, Pridelines Youth Services, Cancer Link, CancerFREE Kids, and many others;
� GableStage, Inc. has helped to support and nurture some of our community's most promising young theater companies, including Ground Up and Rising, Mad Cat, Promethean Theatre, Alliance Theatre Project and State Theatre Project as well as provided a performance space for area cultural institutions such as the Miami Music Project, Arts for Learning, and the Thomas Armour Youth Ballet;
� GableStage, Inc. has a growing commitment to new works. Each season, select plays are given access to a director and actors to be presented in front of an audience to be given valuable feedback in the development process;
� GableStage, Inc. is currently located in a leased space, generously made available by the Biltmore Hotel. The partnership with the Coconut Grove Playhouse will provide this valued cultural institution with a permanent home in which to grow its programs, board, donors and audiences;
� GableStage, Inc. has a strong, long-established track record for financial stability and operational excellence and will provide the Coconut Grove Playhouse with immediate credibility regarding programming and management. It has demonstrated the potential to grow and its board of directors is committed to making the necessary transition to Coconut Grove; and
� GableStage, Inc. has a long track record of successfully competing for and receiving funding from private and public sources. It is understood by the board and staff of GableStage, Inc. that County support for the operations and programming of the new Playhouse is available only through the Department of Cultural Affairs' competitive grants programs, which are subject to annual budget appropriations by the Board.


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Michael Spring
Senior Advisor, Office of the Mayor