HomeMy WebLinkAboutR-11-0113City of Miami
Legislation
Resolution: R-11-0113
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 11-00242 Final Action Date: 3/24/2011
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 FLORIDA AND
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 the administration of the Gusman Center for the Performing Arts, provided that the City
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
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File Number: 11-00242 Enactment Number: R-11-0113
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.'s
rights 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{1} 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 terms of fifteen (15) years each, with Olympia Center,
Inc. for the development, management, 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.
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File Number: 11-00242 Enactment Number: R-11-0113
Section 4. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor. {2}
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.
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