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HomeMy WebLinkAboutSubmittal-John Nordt-Miami-Dade County Memo Reso MDC and MPAORWIAL FILE COPY CLERK OF THE BOARD Or COUNTY COlatl5SIO.YE*S 11100u1-DADk. C OLIN TY, t-LORIDA Date: To: From: Subject: Memorandum MIcouKn�AMFQAD October 2, 2018 Agenda Item No. 3(B)(1) Honorable Chairman Esteban L. Bovo, Jr. and Members, Board of Counissioners Carlos A. Gimenez Mayor Resolution Ratifying a Memoran f Understanding Between Miami -Dade County and the Miami Parking Authority f the Development of a Garage and Related Components at the Coconut Grove Playhouse Site Resolution No. R-954-18 Recommendation It is recommended that the Board of County Commissioners (Board) ratify, pursuant to Sections 2-9 and 2-10 of the Miami -Dade County Code (Code), the attached Memorandum of Understanding (MOU) between Miami -Dade County (County) and the Miami Parking Authority (MPA), an instrumentality of the City of Miami, outlining the terms for the development of a parking garage and related components (office, retail and food and beverage spaces) at the site of the Coconut Grove Playhouse. Scope The Coconut Grove Playhouse is located in District 7, represented by Commissioner Xavier L. Suarez, and is expected to serve all Miami -Dade County residents and visitors. Therefore, the proposed agenda item will have a countywide impact. Fiscal Impact / Funding Source The adoption of this MOU will have no fiscal impact to the County. This MOU is expected to result in a procurement and selection of a developer/operator to partner with the County and MPA for the development of a garage and related components and the resulting agreements will be brought•to this Board for approval. Revenue generated by the garage and related development will help support the theater's operations and programming. Track Record/Monitoring The County and MPA have successfully engaged in past partnerships and MPA is currently operating the surface parking at the Coconut Grove Playhouse site. 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 MOU. Background The MOU has been developed pursuant to the provisions of the Lease for the Coconut Grove Playhouse among the State of Florida Department of Environmental Protection (State) as lessor and the County and Florida International University (FIU) as lessees (Lease - Exhibit A to the MOU). The Lease was approved by the Board via Resolution No. R-797-13. Simultaneously, this Board approved (via Resolution R-1043- 13) a Management and Operating Agreement between the County and MPA to manage the surface parking at the Coconut Grove Playhouse and giving MPA the first option to participate in the development of the garage and related compatible elements. Highlights of the framework for developing the garage and related components established in the MOU include the following: Submitted into the public record for item(s) MV.1 . on 05/23/2019 , City Clerk f 5 C - Smbtn,\\\ - )44, \\)kA\• - 1`,1, u , -�� U\1\\,1Murk��o MtC 04 M4A Honorable Chairman Esteban L. Bove, Jr. and Members, Board of County Commissioners Page No, 2 Submitted into the public record for item(s) MV.i . on 05/23/2019 , City Clerk • The elements of the proposed capital development to be funded by MPA include: o A new parking garage structure on the site of the current surface parking lot with approximately 300 spaces; o Approximately 33,500 square feet of office space lining both the front and rear sides of the garage to provide a friendly face on both Main Highway and towards the residential neighborhood to the west; o A food and beverage establishment of approximately 4,700 square feet; and o Approximately 13,750 square feet of space in the restored historic front building (thereby restoring the original 1927 uses of retail on the ground floor and offices at the second and third levels). • MPA will Lead the search for a partner developer/operator, with County participation in the process and requiring final approval by the Board. • The design of the garage and related components will be done by Arquitectonica, the same architectural firm engaged to design the theater and the restoration of the historic front building, in order to provide design continuity and cohesiveness to the overall aesthetics of the project. • Funding responsibilities for the project components are delineated as follows: o The selected developer/operator and/or MPA will be responsible for funding all garage and related development components, including restoration of the historic front building; and o The County's secured funds ($20 million) will be used solely for the development of the theater. • The County will be responsible for the construction of the entire project: new theater, historic front building rehabilitation, garage, and related development. • The selected developer/operator and/or MPA will be responsible for the management of the garage and related development components of the project. Any management and operating agreements) shall be subject to the terms of the Lease and subject to approval by MPA, this Board, and FIU. The provisions outlined in the MOU are consistent with the Business Plan attached to the Lease and with the Master Plan developed for the site which has been previously shared with the State Department of Environmental Protection, the State Division of Historical Resources, local community members and stakeholders. The central objective of these components of the project is to complement the theater, activate the site, and generate revenue to help support the theater's operations and programming. The MOU was approved by the Board of Directors of the Miami Parking Authority on July 11, 2018 and executed by the parties on August 8, 2018 in order to proceed with these important project components for the Coconut Grove Playhouse. Attachment A: MOU between Miami -Dade County and Miami Parking Authority Michael Spring Senior Advisor Submitted into the public record for item(s) MV.1 . on 05/23/2019 , City Clerk Attachment.A MEMORANDUM OF UNDERSTANDING BETWEEN MIAMI-DADE COUNTY AND MIAMI PARKING AUTHORITY FOR THE DEVELOPMENT AND OPERATION OF PARING AND SUPPORTING FACILITIES AT T11E COCONUT GROVE PLAYHOUSE SITE This Memorandum of Understanding ("MOU") is entered into. on this day of i‘t vO d5 i , 2018 by and between Miami -Dade County (the "County") and the. Miami Parking Authority ("MPA").(each. a "Party" and collectivelythe "Parties"). Under the terms and conditions set forth in this MOU, the County and MPA agree to work to accomplish the development and operation of a parking, garage and related development. (Office, Retail, and/or food and beverage) (the "Project Components"), at the Coconut Grove Playhouse site, which is owned by the State of Florida. XECrrALs WHEREAS, the County and Florida International University ("FIU") are, jointly, lessees to that certain Lease Agreement with the State of Florida (the. "State') dated October 8, 2013 (the "Lease Agreement") in connection with the lease of the property known as the Coconut Grove PIayhouse, described in Exhibit "A" attached hereto and made. a part hereof'.(the "Leased Premises"), for a period of fifty (50) years commencing one October 15,. 2013, with two (2) additional.twenty-five (25) year options to renew; and WHEREAS, in accordance with Section 253.034, Florida Statutes, .a Land Use Plan, jointly developed by the County .and FIU in coordination, with GableStage, Inc. ("C ableStage"), was incorporated as Exhibit "B" to that Lease Agreement (hereinafter referred to as the "Land Use Plan" or the "Plan"), calling for the development of.a 300-seat .regional theater at the Leased Premises and designating..GableStage as responsible for operating, programming, and maintaining the theater ("theater" when used in this MOU refers to all front -of -house, back of:house, circulation, stage, 300-seat auditorium chamber and spaces essential for a working theater facility); and WHEREAS, the Land Use Plan stipulates that the County and FIU may pursue additional, compatible development on the property with the objective of generating additional revenues principally dedicated to ensuring the viability and succeSs .of GableStage's and FIU's cultural and educational programs;. and WHEREAS, under the terms of the Lease Agreement, the County and FIU may "enter into agreement(s) with outside party(ies), for the purpose(s) of managing, operating and/ormaintaining all or aportion of lessee's operations and/or leased premises, including, without limitation, ancillary and supporting functions such as vehicular parldng" .and the State reserves the right to review theproposed agreement; and WHEREAS, the County contracted with Arquitectonica, International Corp. .(the "Architect") for the development of a master plan and design documents for the Leased Premises and the master plan generated by the Architect for the Leased Premises includes re-establishing the original uses of the Coconut Grove Playhouse's front building (Retail 3 Submitted into the public record for item(s) iv1V.1 . on 05/23/2019 , City Clerk and Office), the addition of a parking garage situated at the current location of the surface parking on the north part of the site which is to be screened by office liner units facing both Main .Highway and the residential area to the west, retail space at the ground level of the parking garage facing Main Highway, and a food and beverage establishment to be located between the theater and the garage structure; and WHEREAS, providing a parking facility and compatible development supports the County's plan to reactivate the Coconut Grove Playhouse and provides community benefits by adding parking capacity that serves audience members and staff of the theater, visitors, merchants, office workers, patrons, residents, the adjacent business district and area schools; and WHEREAS, the development and operation of facilities that complement the theater experience will be vital for the long -teen success of the theater by ensuring the economic viability of the theater operation; and WHEREAS, via Resolution R 1043-13, the County entered into a Management and Operating Agreement with the City of Miami Department of Off -Street Parking a/k/a Miami. Parking Authority ("MPA") regarding the parking on the Leased Property and such agreement provides MPA the right to manage and operate the existing surface parking at the Leased Property, and also the first option to present a plan to the County for future development which may include, but shall not be limited to: expanded parking facilities, a residential component, and a retail component; and WHEREAS, MPA represents that it has the authority, expertise and experience to manage and operate the parking facilities at the Coconut Grove Playhouse for the County and FIU, as it has a track record of developing and managing other parking facilities for the State; and WHEREAS, MPA sold the Oak Avenue Parking Garage with the intention of reinvesting $6 million of the proceeds in the Coconut Grove Playhouse parking garage and related developments, as demonstrated by Exhibit `B" and the Coconut Grove Business Improvement District ("BID") has committed to providing MPA with $3 million for the Coconut Grove Playhouse parking, garage, as demonstrated by Exhibit "C"; and WHEREAS, the Parties are entering into this MOU to set up the structure by which the Parties may enter into future agreement(s) for the funding, design, bidding, construction, and operation of certain Project Components, as further described in the MOU; and NOW THEREFORE, in recognition of the foregoing recitation, which the Parties to the MOU acknowledge and agree reflects the Parties' respective interests and concerns, the Parties set forth the following framework for the funding, construction and operation of a parking facility and compatible development: Submitted into the public record for item(s) MV.1 . on 05/23/2019 , City Clerk ARTICLE I GENERAL TERMS 1.01 Incorporation of Recitals. The recitations set forth above are hereby incorporated into this MOU as though fully set forth herein. L02 Scope, This MOU shall encompass the Parties' obligations and responsibilities in connection with the solicitation and selection of a developer/operator for certain Project Components in support of the Theater and shall be the foundation for subsequent agreements for the funding, design, construction, operation, and management of certain Project Components, as further described herein in Section 1.03 and depicted in. Exhibit "D", to be built on the Leased Premises (collectively referred to as the "Playhouse Project"). The Parties acknowledge and agree that this MOU shall not he construed as a modification, release, or amendment to the Lease Agreement, the Agreement between FIU and the County Regarding Coconut Grove Playhouse dated October 9, 2013 (the "FIU/County Playhouse Agreement"), the Agreement between FIU and Gable,Stage dated April 10, 2015 (the "GableStage/FIU Agreement') or the Operating Agreement between the County and GableStage dated July 21, 2015 (the "GableStage/County Operating Agreement"), and that such agreements remain in full force and effect. The Parties agree that all proposed development and future agreements shall be subject to: State approval, all concurrency approvals, zoning/title restrictions, as well as all other required approvals, including, but not limited to, other governmental approvals and shall be subject to feedback from local community stakeholders. 1,03 Project Components and Descriptions No. Description Approximate Size Funding Operation and Management 1 Theater 300 seats / +/- 19,310 sq. ft. Miami -Dade County GableStage, Inc. 2 Rehearsal, Costume and Scene Shop +/- 9,150 sq, ft. , Miami -Dade County GableStage, Inc. 3 1-Iistoric Front Building +/- 13,750 sq. ft. developer/operator, and/or MPA developer/operator, and/or MPA 4 Restaurant/Retail +/- 4700 sq. ft. developer/operator, and/or MPA developer/operator, and or MPA 5 Garage f(-300 parking spaces MPA/BID/ developer/operator, and/or MPA MPA 5 O#ice +/- 33,580 Sq. ft, developer/operator, and/or MPA developer/operator, and/or MPA Submitted into the public record for item(s) MV.1 . on 05/23/2019 , City Clerk ARTICLE II SOLICITATION FOR A DEVELOPER/OPERATOR MPA shall take the lead on drafting and issuing a solicitation for the selection of a developer/operator for Project Components Nos, 3, 4, 5 and 6, in cooperation with and subject to the approval of the County. Selection criteria for a developer/operator Shall include but not be limited to, experience with similar type projects, financial capacity and stability, track record of successful projects of similar scope, and best value and benefits for the support of the theater. A representative(s) designated by the County shall serve on MPA's selection committee for the developer/operator and the ultimate developer/operator recommended by the selection committee shall be subject to the approval of the County. ARTICLE III DESIGN OF lilt PROJECT COMPONENTS 3.01. A/E Team. The Parties acknowledge that the County has contracted with the Architect for the design of Project Components Nos. I, 2, and 3, the 300-seat Theater, the Rehearsal, Costume and Scene Shop, and the Historic Front Building respectively, and that in order to create a cohesive project it is agreed that the remainder of the Project Components shall also be designed by the same Architect. 3.02 Funding. Once a developer/operator is selected and an agreement negotiated, it is anticipated that the County will collaborate with MPA in including the design of Project Components Nos. 4, 5, and 6, Restaurant/ Retail, Garage, and Office components respectively, in the County's existing Professional Service Agreement with the Architect pursuant to MPA and/or the selected developer/operator providing the fimding for the design. fees. Design fees shall include all architectural and engineering services for the design, development of construction documents, permitting, bidding and award, construction administration services, and additional and reimbursable services. 3.03 Design Input. MPA has been involved in the development of the design and shall continue to provide input on the development of the project, particularly as it pertains to the design of the parking garage. The County will collaborate with the MPA in issuing service orders to the Architect for the design of Project Components Nos, 4, 5, and 6 (Restaurant/Retail, Garage, and Office components, respectively), Input from the developer/operator, and/or MPA, will be sought as it pertains to the design of the Retail, Office and food and beverage components of the project, The County will work cooperatively with MPA and/or the developer/operator to direct the Architect in incorporating the design requests recommended by MPA and/or the developer/operator. The Parties understand and agree that the direction for and final approval of the design for all Project Components of the Playhouse Project shall be made by the County. tP Submitted into the public record for item(s) Wit . on 005/23/203.9 , City Clerk ARTICLE TV FUNDING OF THE PROJECT COMPONENTS 4.01 County. The County has secured funds totaling $20 million ($15 million from the Building Better Communities General Obligation Bond and $5 million from Convention Development Tax bond proceeds) for the development of the theater (Project Component No, 1). The County will endeavor to identify and secure, funding for the Rehearsal, Costume and Scene Shop (Project Component No. 2). 4,02 MPA. MPA will secure all resources necessary for the development of the parking garage (Project Component No, 5). 4.03 Developer/Operator. The selected developer/operator, and/or MPA, shall be responsible for funding the balance of the Project Components beyond the funding outlined above. As part of the solicitation for a developer/operator, potential bidders shall be required to present funding models that; A. Accomplish Project Components 3 ("Historic Front Building"), 4 ("Restaurant/Retail"), 5 ("Garage") and 6 ( "Office") of the Playhouse Project taking into consideration the existing funding commitments from the County, MPA, and the BID; B. Maximize revenue to the County to be used to operate the Theater, satisfactory to the County; C. Account for the operations and maintenance of Project Components Nos. 3, 4, 5, and 6; D. Establish a repair and maintenance fund, controlled by the County, for the Playhouse Project; and E. Provide, an upfront contribution that may be used to partially fund other Project Components, ARTICLE V CONSTRUCTION OF THE PROJECT COMPONENTS In accordance with the Lease Agreement and the FIU/County Playhouse Agreement, the County shall be responsible for the development of the Project Components of the Leased Premises. The County will be responsible for overseeing the bidding, award and construction management of the six (6) Project Components of the construction project. The County may consult with MPA and/or the selected developer/operator to determine the terms of the construction solicitation prior to its issuance. Submitted into the public record for item(s) MV.1 . on 05/23/2019 , City Clerk ARTICLE VI OPERATION AND MANAGEMENT OF THE PRO g+. CT COMPONENTS 6.01 GableStage shall be responsible for the operation of the theater (Project Components Nos. 1 and 2, Theater and Rehearsal, Costume and Scene Shop, respectively). 6.02 MPA shall be responsible for the operation of the parking garage (Project Component No. 5). 6.03 The developer/operator, and/or MPA shall be responsible for the operation of the Retail, food and beverage, and Office components (Project Components Nos, 3, 4, and 6, Historic Front Building, Restaurant/Retail and Office, respectively), The term for the operation of these Project Components will be proposed by the developer/operator, and/or MPA, subject to negotiation with the County, FIU, and MPA, and subject to the conditions of the Lease Agreement, ARTICLE VII NATURE OF MOU 7.01 No Binding Obligations. The County and MPA agree that this document sets forth only the Parties' intentions as to a future framework for the successful development and operation of the Playhouse Project and, specifically, the non -theater components and is not binding on either party. 7.02 Operating Agreement. Should MPA's solicitation for a developer/operator result in the selection of an entity that meets the County's approval, then MPA and the County, in consultation with FIU, shall negotiate in good faith a legally binding operating agreement ("Operating Agreement") for Project Components 3 (historic Front Building), 4 (Restaurant/Retail), 5 (Garage), and 6 (Office). The Operating Agreement shall be consistent in all respects with. this MOU and the Lease Agreement, and shall be subject to approval from the MPA, the Board of County Commissioners, and the Board of Trustees of FIU, 7.03 No Third Party Beneficiaries. This MOU is a documentation of an understanding among the County and MPA and no third -party shall claim any right or benefit as a third - party to this MOU. ARTICLE vm ISTISCELLIWEOUS TER' S 8.01 Notices. Any notice required to be given herein Shall be delivered by certified mail, return receipt requested, at the addresses listed below or at such other address that may be furnished in writing by a Party to the other Parties: 8 Submitted into the public record for item(s) MV.1 . on 05/23/2019 , City Clerk To the County: Miami -Dade County Department of Cultural Affairs 111 NW 1st Street, Suite 625 Miami, Florida 33128 With copy to: Miami -Dade County Attorney's Office 111 NW 1st Street, Suite 2800 Miami, Florida 33128 To the MPA Miami Parking Authority 40 Northwest 3 Street Miami, Florida, 33128 8.02 Termination. This MOU shall continue until terminated by either Party, through 30 day written notice given to the other Party, with or without cause. Upon such termination, neither Party shall have any liability to the other for any acts or omissions taken in connection with this MOU. q Submitted into the public record for'item(s) MV.1_ on _ 05/23/2019 , City Clerk IN WITNESS WHEREOF, the County and MPA have made and executed this MOU by their respective and duly authorized officers the day and year first above "COUNTY" • MIAMI-DADE COUNTY BOARD O1 COUNTY COMMISSIONERS By: Ave Carlos A. dime ez, MIAMI PARK, trio AUTHORITY By: Arthur r%riega, CEO Approved fo B ID oy Victoria, end `Etorney �5�-- /'