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
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on 05/23/2019 , City Clerk
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Honorable Chairman Esteban L. Bove, Jr.
and Members, Board of County Commissioners
Page No, 2
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• 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
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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
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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:
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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
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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
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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.
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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
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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�--
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