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Home My WebLink AboutR-25-0300City of Miami Resolution R-25-0300 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 17745 Final Action Date: 7/24/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER, PURSUANT TO SECTION 29-B(C) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, TO NEGOTIATE A PURCHASE AND SALE AGREEMENT ("AGREEMENT") BETWEEN THE CITY OF MIAMI ("CITY") AND SPORTS LEADERSHIP AND MANAGEMENT, INC., A FLORIDA NOT -FOR -PROFIT CORPORATION ("SLAM ACADEMY") FOR CITY COMMISSION'S CONSIDERATION AT A FUTURE CITY COMMISSION MEETING WHEREAS, on July 24, 1975, the Maurice Gusman Cultural Center for the Performing Arts, Inc., a Florida not -for -profit corporation, conveyed, via Special Warranty Deed, to the City of Miami ("City") the property known as the Olympia Theater, located at 174 East Flagler Street, Miami, Florida, and more particularly described in Exhibit "A," attached and incorporated, consisting of the theater and a contiguous ten -story building (the "Olympia Theater" or "Property"); and WHEREAS, the Olympia Theater is a unique landmark building that opened in 1926 as a silent movie palace, later serving as a theater hosting many significant acts in Miami's history, and in 1984 was added to the National Register of Historic Places; and WHEREAS, over the decades, the Olympia Theater has been an important part of the City's history and one worth preserving, restoring, and returning to its original glory, but has fallen into disrepair; and WHEREAS, the City is contemplating a Purchase and Sale Agreement ("Agreement") to transfer the Property by way of a Quitclaim Deed ("Deed") to Sports Leadership and Management, Inc., a Florida Not -For -Profit Corporation ("SLAM Academy"); and WHEREAS, SLAM Academy is authorized pursuant to Section 1002.33, Florida Statutes to operate the charter school known as "Sports Leadership Arts Management Charter High School;" and WHEREAS, in early 2022, Miami Dade College, a public educational institution and political subdivision of the State of Florida ("MDC") issued RFP 2022-RM-1-11 to establish a school centered around innovation in downtown Miami, and entered into an agreement with Mater Academy, Inc., which is affiliated with SLAM Academy, to accomplish this goal; and WHEREAS, since opening as a public charter school in August 2023, "Miami Tech at Mater Innovation Academy" has been successful and would benefit from additional space to incorporate arts and technology into its curriculum, which will be accomplished through a cooperative between SLAM Academy, Mater Academy, Inc., and Somerset Academy, Inc. (the "Cooperative"); and City of Miami Page 1 of 4 File ID: 17745 (Revision: A) Printed On: 8/15/2025 File ID: 17745 Enactment Number: R-25-0300 WHEREAS, to ensure the restoration and long-term preservation of the Olympia Theater as a historic property, the City may convey its interest in the Property to SLAM Academy to restore, manage, and operate the Property as a public education facility; and WHEREAS, SLAM Academy would be required to agree to honor all events scheduled at the Property prior to the date of the enactment of this resolution ("Events"); and WHEREAS, the City would retain the right to manage, oversee, and operate the scheduled Events, including, but not limited to, collecting all rental payments which shall be made payable to the City; and WHEREAS, upon transfer of title to the Property to SLAM Academy, SLAM Academy or a related entity, SLAM would be required to make the necessary improvements to the Property to accommodate the educational programs of the public charter school, Miami Tech at Mater Innovation Academy, which will be renamed as the "Miami Innovation & Arts Academy" (the "Academy") through the Cooperative's efforts; and WHEREAS, the parties anticipate MDC will serve as a higher education partner of the Cooperative by providing dual enrollment programs that enable high school students to earn college credit at MDC, and by developing academic pathways from high school arts programs to MDC's associate and bachelor's degree programs, with such requirements subject to negotiation by the City and SLAM Academy and to be incorporated into the Agreement, as applicable; and WHEREAS, the parties further anticipate that SLAM Academy will serve as a venue partner for MDC's arts and culture programs, including academic ceremonies, performances, exhibitions and events such as Miami Film Festival and Miami Book Fair, and may provide dedicated studio spaces for MDC art and fashion students to support creative work, exhibits and hands-on learning, with such requirements subject to negotiation by the City and SLAM Academy and to be incorporated into the Agreement, as applicable; and WHEREAS, pursuant to Section 29-B(c) of the City Charter, City requirements for competitive bidding shall not apply when conveying property to implement projects of any governmental agency or instrumentality; and WHEREAS, Section 1002.33(1), Florida Statutes provides that all charter schools in Florida are public schools and shall be part of the state's program of public education; and WHEREAS, the Property is the subject of, and the City is presently a party to, pending litigation in the matters of Robert Gusman, Bruce Gusman and Jackie Gusman Thayer as successor trustees of the real property of Maurice Gusman Cultural Center for the Performing Arts, Inc., a dissolved Florida not for profit corporation, v. City of Miami, Case No. 22-23242 CA 01, pending in the Circuit Court of the Eleventh Judicial Circuit, in and for Miami -Dade County, Florida, and Maurice Gusman Cultural Center for the Performing Arts, Inc. a dissolved Florida not for profit corporation, v. City of Miami, Case No. 3D23-1842, pending in the District Court of Appeal of the State of Florida, Third District (collectively, the "Cases"); and WHEREAS, the anticipated conveyance of the Property is intended to result in the Plaintiffs in each of the Cases voluntarily dismissing, with prejudice, all claims asserted against the City, as further negotiated and detailed in the Agreement; and City of Miami Page 2 of 4 File ID: 17745 (Revision: A) Printed on: 8/15/2025 File ID: 17745 Enactment Number: R-25-0300 WHEREAS, any conveyance of the Property shall be subject to the requirement that SLAM Academy, or a related entity, shall make all necessary interior and exterior repairs to the Property in order to bring it into recertification compliance and historic preservation standards as set forth under all applicable laws, including the Code of the City of Miami, Florida, as amended, ("City Code"), within five (5) years of conveyance, which time period may be extended by the City Manager, with such repairs including: (i) interior work that shall include, but not be limited to: a) reconstruction of previously demolished dressing rooms and crew rooms; b) reconstruction of decorative paint and plaster repairs in those areas on the theater that have been damaged by water intrusion; c) interior structural repairs; d) mechanical systems retrofit including new chiller and cooling tower; and e) electrical, fire alarm, and fire protection repairs; and (ii) exterior work that shall include, but not be limited to: a) roof replacement; b) window replacement; c) entrance doors replacement; d) restoration of all ornamental iron railings; d) replication and restoration of all facade ornamental terracotta tile, brick, and stucco; e) restoration of the Flagler Street marquee; and f) restoration of the ticket booth (collectively, the "Restoration Requirements"); and WHEREAS, the conveyance of the Property would be subject to the requirement that the Property be used exclusively for public education purposes, along with additional restrictions as may be negotiated by the City Manager and incorporated into the Agreement (collectively with the Restoration Requirements, the "Restrictions"); and WHEREAS, any conveyance of the Property the City Commission would require the Property to revert back to the City of Miami if the Property is not restored or is not used exclusively for public education purposes, each in accordance with the Restrictions ("Reverter"); and WHEREAS, any conveyance of the Property will be an "as -is, where -is" basis, without express or implied representations or warranties, including but not limited to those relating to the Property's condition or sufficiency of title; and WHEREAS, the City Manager will ensure that the City remise, release, and quitclaim the Property to SLAM Academy, subject to the Restrictions and Reverter, pursuant to Section 29- B(c) of the Charter of the City of Miami, Florida, as amended ("City Charter"), for the purpose of providing public education programs with a focus on innovation and the arts; and WHEREAS, the City Manager will obtain two appraisals, one of which is to obtain the value of air rights/development rights, for the Property while negotiating a Purchase and Sale Agreement with SLAM; and WHEREAS, the City Commission hereby finds that it is in the best interests of the City to negotiate a conveyance of the Property to SLAM; NOW, THEREFORE, BE IT ORDAINED 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. City of Miami Page 3 of 4 File ID: 17745 (Revision: A) Printed on: 8/15/2025 File ID: 17745 Enactment Number: R-25-0300 Section 2. The City Manager is authorized tot negotiate a Purchase and Sale Agreement with SLAM for the conveyance of the Property, with certain conditions, for City Commission's consideration. Section 3. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. City of Miami Page 4 of 4 File ID: 17745 (Revision: A) Printed on: 8/15/2025