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HomeMy WebLinkAboutLegislationCity of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11-00242 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A MANAGEMENT AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FORA FIFTEEN (15) YEAR INITIAL TERM WITH UP TO THREE (3) OPTIONS TO RENEW FOR TERMS OF FIFTEEN (15) YEARS EACH, WITH OLYMPIA CENTER, INC., A FLORIDAAND FEDERAL NOT -FOR PROFIT ORGANIZATION FOR THE DEVELOPMENT, MANAGEMENT AND USE OF THE HISTORIC GUSMAN CENTER FOR THE PERFORMING ARTS AS A CULTURAL AND EDUCATIONAL FACILITY; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE ALL OTHER NECESSARY DOCUMENT(S) FOR SAID PURPOSE TO COMPLY WITH REQUIREMENTS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE CITY'S OBLIGATION UNDER THE SUNSHINE STATE LOAN POOL PROGRAM AND THE CITY'S HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENTS BOND PROGRAM SUBJECT TO AN APPROVING OPINION OF BOND COUNSEL. WHEREAS, on July 24, 1975 the City of Miami acquired, by way of a Special Warranty deed, the property located at 174 E. Flagler Street, Miami, FL 33131 a/k/a the Gusman Center for the Performing. Arts from Maurice Gusman Cultural Center for the Performing Arts, Inc (the "Gusman Center"); and WHEREAS, the Off -Street Parking Board d/b/a Miami Parking Authority is the administrator of the Gusman Center for the Performing Arts; and WHEREAS, Olympia Center, Inc. is being established by private citizens to raise funds and ensure the future endurance and success of the Gusman Center for the Performing Arts; and WHEREAS, the Miami Parking Authority is desirous of naming the City of Miami ("City") as, its —successor-in-#he-administration-of-thrn e-Gusan-Center for the Performing -Arts, -provided that the Ci ty ity transfers the management of the Gusman Center for the Performing Arts to Olympia Center, Inc.; and WHEREAS, from time to time, renovations, restorations and improvements have been performed on the Gusman Center with the use of proceeds derived from City issued bonds and other governmental bond loan programs; and WHEREAS, the Internal Revenue Service provides for certain operating guidelines and requirements for third -party private entity contracts to manage, lease or otherwise use bond -financed facilities; and WHEREAS, any agreements between the City and Olympia Center, Inc., shall comply with such guidelines and requirements; and City of Miami Page I of 3 File Id: 11-00242 (Version: I) Printed On: 3/11/2011 File Number: 11-00242 WHEREAS, funding from the City's Homeland Defense/Neighborhood Improvements Improvement Bond program and from City loans obtained from the Sunshine State Loan Pool Program have previously been used and are anticipated to be used in the future for certain repairs and improvements to the Gusman facilities; and WHEREAS, (i) in accordance with the Internal Revenue Code guidelines applicable to agreements involving governmental units and uses of bond -financed facilities by a not -for -profit organization with tax-exempt status under Internal Revenue Code Section 501(c)(3), and (ii) in consideration of the ongoing Homeland Defense/Neighborhood Capital Improvements Bond Program and potential future City needs, the City has determined to retain the Property and to enter into a Management Agreement for the Gusman Center Property with Olympia Center, Inc., rather than to convey the Property; and WHEREAS, Olympia Center, Inc. is a Florida not for profit organization established on September 17, 2010 for the purposes of promoting and preserving the Olympia Theatre as a dynamic, downtown cultural institution; and WHEREAS, the development, management, and use of the Gusman Center Property by Olympia Center Inc. will be subject to the following continuing compliance covenants, among others necessary to comply with the Homeland Defense/Neighborhood Capital Improvements Bond Program, to be included in the Management Agreement: (i) the Property must be developed, managed, and used for cultural and educational purposes open to the public; (ii) Olympia Center, Inc. must retain its State of Florida and Federal not -for -profit status throughout the initial term of the Management Agreement and any renewals thereof; (iv) the initial term shall be for fifteen (15) years, with up to three (3) options to renew for fifteen (15) years each term; (v) any and all revenues and other compensation for the development, management use of the Property must conform to the requirements of the Internal Revenue Code for bond financed facilities; and (vi) Olympia Center, Inc.'srights to develop, manage and use the Property will terminate and rights shall revert to the City if the Property ceases to be developed, managed or used for its intended purpose; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized to execute, subject to an approving opinion of Bond Counsel, a Management Agreement, in substantially the attached form, for a fifteen (15) year initial term with.up,to_three_(3},options_to renew_for.:termsof fifteen_(15.)_years.each,: with_Olympia_Centec, ---Inc:-for--the-developmentTmanagement; and use of the-Gusman-Center-Property-as-a cultural and ----------- educational facility. Section 3. The City Manager is further authorized{1}, to execute all other necessary document(s) for said purpose to comply with requirements of the Internal Revenue Code of 1986, as amended, the City's obligation under the Sunshine State Loan Pool Program and the City's Homeland Defense/Neighborhood Capital Improvements Bond Program subject to an approval opinion of bond counsel. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} City of Miami Page 2 of 3 File Id: 11-00242 (Version: 1) Printed On: 3/11/2011 File Number: 11-00242 APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 File Id: 11-00242 (Version: I) Printed On: 3/11/20II