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HomeMy WebLinkAboutLegislation-SUB (Scrivener's Error Memo Sub)THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami Resolution R-25-0405 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 18056 Final Action Date: 9/25/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S FINDINGS PURSUANT TO SECTION 18-182(C) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ATTACHED AND INCORPORATED AS EXHIBIT "A", AND WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE CITY MANAGER, PURSUANT TO SECTION 29-B(C) OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, TO EXECUTE THE ATTACHED PURCHASE AND SALE AGREEMENT ("AGREEMENT") IN SUBSTANTIALLY THE FORM ATTACHED AND INCORPORATED AS EXHIBIT "B," CONVEYING THE CITY -OWNED PROPERTY KNOWN AS THE OLYMPIA THEATER, LOCATED AT 174 EAST FLAGLER STREET, MIAMI, FLORIDA ("PROPERTY"), AND LEGALLY DESCRIBED IN THE AGREEMENT, BETWEEN THE CITY OF MIAMI ("CITY") AND SPORTS LEADERSHIP AND MANAGEMENT, INC., A FLORIDA NOT - FOR -PROFIT CORPORATION ("SLAM") BY WAY OF QUITCLAIM DEED ("DEED") WITH RESTORATION REQUIREMENTS, USE RESTRICTIONS, AND REVERTER PROVISIONS, TO SLAM FOR THE REHABILITATION AND UTILIZATION OF THE PROPERTY EXCLUSIVELY FOR EDUCATION AND CIVIC PURPOSES, WITH TERMS AND CONDITIONS AS MORE PARTICULARLY DESCRIBED IN THE AGREEMENT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY:' AND ALL DOCUMENTS, INCLUDING AMENDMENTS, EXTENSIONS„ANC' MODIFICATIONS TO THE AGREEMENT AND DEED, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AS DEEMED NECESSARY TO , CONSUMMATE THE CONVEYANCE FOR SAID PURPOSE. -73 SPONSOR(S): Mayor Francis X. Suarez, Commissioner Damian Pardo 717 WHEREAS, on July 24, 1975, the Maurice Gusman Cultural Center for then PerfJming� 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, 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 City of Miami Page 1 of 5 File ID: 18056 (Revision: 8) Printed On: 12/4/2025 18056 Legislation -SUB (Scrivener's Error Memo Sub) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 18056 Enactment Number: R-25-0405 WHEREAS, the City wishes to enter into the Purchase and Sale Agreement attached and incorporated as Exhibit "B" ("Agreement") and transfer the Property by way of a Quitclaim Deed in substantially the form included in the Agreement ("Deed") to Sports Leadership and Management, Inc., a Florida Not -For -Profit Corporation ("SLAM"); and WHEREAS, SLAM 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, 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, Mater Academy, Inc., and Somerset Academy, Inc. (the "Cooperative"); and WHEREAS, the Cooperative hosted three (3) community meetings with stakeholders on July 14, 16, and 17, 2025, to answer questions and receive input; and WHEREAS, student enrollment from local neighborhoods is desired, SLAM shall provide preferred student enrollment periods, in compliance with all federal, state, and local requirements; and WHEREAS, to ensure safety is optimized during renovation and operation of the Property, SLAM shall ensure the current safety cameras located at the Property remain operational during and after renovation; and WHEREAS, the City and SLAM want to ensure disruption to the contRiunity is minimized, SLAM shall provide a traffic study satisfactory to the City during permitting; for restoration and operation of the Property, which pursuant to City's zoning code, Miami21`,`ind City Code of Ordinances the City is the permitting authority to approve the traffic operationplan; and .a WHEREAS, SLAM also wants to ensure limited disruption to the community: commercial .1 stakeholders of the Property and made certain commitments to those business owners o#,the Flagler BID; and w WHEREAS, to ensure the restoration and long-term preservation of the Olympia? Theater"� as a historic property, the City wishes to convey its interest in the Property to SLAM -to re''fore, manage, and operate the Property as a public education and civic facility; and WHEREAS, SLAM shall agree to honor all events scheduled at the Property prior to the date of the enactment of this resolution ("Events"), as well as assist in the continuity of the Downtown Development Authority's ("Miami DDA") Miami's Permit Clinic with a minimum of $10,000 assistance; and City of Miami Page 2 of 5 File ID: 18056 (Revision: B) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 18056 Enactment Number: R-25-0405 WHEREAS, the City shall 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, the City and SLAM understand the value of making the Olympia Theater, a historic asset available to the public, the Theater will be activated for public use for no fewer than one -hundred eighty (180) days a year, between SLAM, MDC, and civic programming; and WHEREAS, upon transfer of title to the Property to SLAM, SLAM or a related entity will make the necessary improvements to the Property to accommodate the number of students permitted by the Property's established occupant Toad in order to provide educational programs of the public charter school, Miami Tech at Mater Innovation Academy, which will be renamed as the "Miami Innovation & Arts Academy" ("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; and WHEREAS, the parties further anticipate that SLAM 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; and WHEREAS, SLAM has agreed to an annual minimum budget of $750,000 to $1,000,000, towards Theater operations and cultural programming, including fundraising and in - kind support through educational amenities; and WHEREAS, SLAM will formulate and utilize an advisory council, or other similar structure, that will work with Miami DDA and other local arts and culture entertainment-woups to advise on the civic/public programming to take place at the Property for a minimum of qne- hundred eighty (180) days a year; and WHEREAS, as a condition precedent to closing, SLAM shall be required to submit tobthe City for approval an executed agreement with MDC, for MDC's programming at the Property, as further detailed in the Agreement; and WHEREAS, pursuant to Section 29-B(c) of the City Charter, City requiremerti for 71 competitive bidding shall not apply when conveying property to implement projects 1st 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 City of Miami Page 3 of 5 File ID: 18056 (Revision: B) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 18056 Enactment Number: R-25-0405 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, within thirty (30) days after Closing, the Plaintiffs in each of the Cases shall have voluntarily dismissed, with prejudice, all claims asserted against the City, as further detailed in the Agreement; and WHEREAS, the conveyance of the Property shall be subject to the requirement that SLAM, 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"), which is estimated at fifty million dollars ($50,000,000.00), within five (5) years of permit issuance, 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 fagade 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 shall also be subject to the requirement that the Property be used for public education and civic purposes, as further detailed in the Agreement and Deed (collectively with the Restoration Requirements, the "Restrictions"); and WHEREAS, if the Property is not restored, or is no longer used for public education and civic purposes, each in accordance with the Restrictions, the Property shall revert to the City ("Reverter"), as further detailed in the Agreement and Deed; and WHEREAS, the Property will be conveyed on 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 recommends that the City remise, release, and quitci im the Property to SLAM, 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 j providing public education programs with a focus on innovation and the arts; and WHEREAS, the City Manager hereby finds that the proposed conveyance of, the Property and a waiver of the restrictions contained in Section 18-182(a) of the City_Code is in the best interest of the City; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CID? 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. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the City Manager's findings pursuant to Section 18-182(c) of the Code of the City of Miami, City of Miami Page 4 of 5 File ID: 18056 (Revision: B) Printed on: 12/4/2025 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 18056 Enactment Number: R-25-0405 Florida, as amended, are ratified, approved, and confirmed, and the City Commission hereby waives the requirements for said procedures. Section 3. The City Manager is authorized,' pursuant to Section 29-B(c) of the City Charter, to execute the Agreement and Deed in a form acceptable to the City Attorney, to convey the Property, with the Restrictions and Reverter, to SLAM. Section 4. The City Manager is further authorized' to execute any and all necessary documents, including amendments, extensions, and modifications to the Agreement and Deed, all in forms acceptable to the City Attorney, as deemed necessary to consummate the conveyance for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. 2 APPROVED AS TO FORM AND CORRECTNESS: ge . Wy j ng III, C y • or -y 10/21/2025 e- ge . Wy j ng III, City or -y 11/26/2025 "O W rV W 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. 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. 11 0 rn City of Miami Page 5 of 5 File ID: 18056 (Revision: 8) Printed on: 12/4/2025 City of Miami Resolution R-25-0405 Legislation SUBSTITUTED File Number: 18056 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.co Final Action Date: 9 /2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTAC BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN A PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRM! MANAGER'S FINDINGS PURSUANT TO SECTION 18-182(C) OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ATTAC INCORPORATED AS EXHIBIT "A", AND WAIVING THE SAID PROCEDURES; AUTHORIZING THE CITY MANA SECTION 29-B(C) OF THE CHARTER OF THE CITY 0 AMENDED, TO EXECUTE THE ATTACHED PURCH AGREEMENT ("AGREEMENT") IN SUBSTANTIAL AND INCORPORATED AS EXHIBIT "B," CONVE PROPERTY KNOWN AS THE OLYMPIA THE FLAGLER STREET, MIAMI, FLORIDA ("PRO DESCRIBED IN THE AGREEMENT, BETW AND SPORTS LEADERSHIP AND MAN FOR -PROFIT CORPORATION ("SLAM" ("DEED") WITH RESTORATION RE REVERTER PROVISIONS, TO S UTILIZATION OF THE PROPER CIVIC PURPOSES, WITH TER PARTICULARLY DESCRIBE AUTHORIZING THE CITY AND ALL DOCUMENTS, MODIFICATIONS TO T ACCEPTABLE TO T CONSUMMATE T ENT(S), ERTISED THE CITY THE CODE D AND R UIREMENTS FOR R, PURSUANT TO MIAMI, FLORIDA, AS E AND SALE THE FORM ATTACHED G THE CITY -OWNED R, LOCATED AT 174 EAST RTY"), AND LEGALLY N THE CITY OF MIAMI ("CITY") EMENT, INC., A FLORIDA NOT- Y WAY OF QUITCLAIM DEED IREMENTS, USE RESTRICTIONS, AND FOR THE REHABILITATION AND EXCLUSIVELY FOR EDUCATION AND AND CONDITIONS AS MORE N THE AGREEMENT; FURTHER NAGER TO NEGOTIATE AND EXECUTE ANY, CLUDING AMENDMENTS, EXTENSIONS, AND AGREEMENT AND DEED, ALL IN FORMS '_ CITY ATTORNEY, AS DEEMED NECESSARY TO CONVEYANCE FOR SAID PURPOSE. SPONSOR(S): Mayor F - ncis X. Suarez, Commissioner Damian Pardo WHEREAS, • July 24, 1975, the Maurice Gusman Cultural Center for the Performing Arts, Inc., a Florid- ot-for-profit corporation, conveyed, via Special Warranty Deed, to the City of Miami ("City") e property known as the Olympia Theater, located at 174 East Flagler Street, Miami, Florida consisting of the theater and a contiguous ten -story building (the "Olympia Theater" or ": operty"); and silent and i EREAS, the Olympia Theater is a unique landmark building that opened in 1926 as a vie palace, later serving as a theater hosting many significant acts in Miami's history, 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 ity's history and one worth preserving, restoring, and returning to its original glory, but has fallen into disrepair; and City of Miami Page 1 of 5 File ID: 18056 (Revision: A) Printed On: 12/4/2025 SUBSTITUTED File ID: 18056 Enactment Number: R-25-0405 WHEREAS, the City wishes to enter into the Purchase and Sale Agreement attached and incorporated as Exhibit "B" ("Agreement") and transfer the Property by way of a Quitclai Deed in substantially the form included in the Agreement ("Deed") to Sports Leadership - d Management, Inc., a Florida Not -For -Profit Corporation ("SLAM"); and WHEREAS, SLAM is authorized pursuant to Section 1002.33, Florida S utes to operate the charter school known as "Sports Leadership Arts Management C ► : rter High School;" and WHEREAS, in early 2022, Miami Dade College, a public educatio institution and political subdivision of the State of Florida ("MDC") issued RFP 2022-RM- -11 to establish a school centered around innovation in downtown Miami, and entered in an agreement with Mater Academy, Inc., which is affiliated with SLAM, to accomplish this g• . ; and WHEREAS, since opening as a public charter school in A st 2023, "Miami Tech at Mater Innovation Academy" has been successful and would be fit from additional space to incorporate arts and technology into its curriculum, which wbe accomplished through a cooperative between SLAM, Mater Academy, Inc., and •omerset Academy, Inc. (the "Cooperative"); and WHEREAS, the Cooperative hosted three (3) co munity meetings with stakeholders on July 14, 16, and 17, 2025, to answer questions and re' ive input; and WHEREAS, student enrollment from local ighborhoods is desired, SLAM shall provide preferred student enrollment periods, in c• pliance with all federal, state, and local requirements; and WHEREAS, to ensure safety is ptimized during renovation and operation of the Property, SLAM shall ensure the cur- nt safety cameras located at the Property remain operational during and after renovatio and WHEREAS, the City an SLAM want to ensure disruption to the community"ts minimized, SLAM shall provid= a traffic study satisfactory to the City during permitting fqr restoration and operation of tProperty, which pursuant to City's zoning code, Miarni21, and City Code of Ordinances th= ity is the permitting authority to approve the traffic operation pl ,i; and WHEREAS, S stakeholders of the P Flagler BID; and also wants to ensure limited disruption to the community cririmeral perty and made certain commitments to those business owners of ate cJ WHERE , to ensure the restoration and long-term preservation of the Olympia Theater as a historic • •perty, the City wishes to convey its interest in the Property to SLAM to restore, manage, an operate the Property as a public education and civic facility; and EREAS, SLAM shall agree to honor all events scheduled at the Property prior to the date • the enactment of this resolution ("Events"), as well as assist in the continuity of the Do town Development Authority's ("Miami DDA") Miami's Permit Clinic with a minimum of $ 4,000 assistance; and City of Miami Page 2 of 5 File ID: 18056 (Revision: A) Printed on: 12/4/2025 SUBSTITUTED File ID: 18056 Enactment Number: R-25-0405 WHEREAS, the City shall 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, the City and SLAM understand the value of making the Olympia The- r, a historic asset available to the public, the Theater will be activated for public use for n• ewer than one -hundred eighty (180) days a year, between SLAM, MDC, and civic programm g; and WHEREAS, upon transfer of title to the Property to SLAM, SLAM or a rel- -d entity will make the necessary improvements to the Property to accommodate the num ' r of students permitted by the Property's established occupant load in order to provide edutional programs of the public charter school, Miami Tech at Mater Innovation Academy, whi' will be renamed as the "Miami Innovation & Arts Academy" ("Academy") through the Coope .tive's efforts; and WHEREAS, the parties anticipate MDC will serve as a higher -ducation partner of the Cooperative by providing dual enrollment programs that enable hi • school students to earn college credit at MDC, and by developing academic pathways fro igh school arts programs to MDC's associate and bachelor's degree programs; and WHEREAS, the parties further anticipate that SLA ill serve as a venue partner for MDC's arts and culture programs, including academic c= -monies, performances, exhibitions and events such as Miami Film Festival and Miami Book air, and may provide dedicated studio spaces for MDC art and fashion students to suppo creative work, exhibits and hands-on learning; and WHEREAS, SLAM has agreed to a ' annual minimum budget of $750,000 to $1,000,000, towards Theater operations and c ural programming, including fundraising and in - kind support through educational amenities; d WHEREAS, SLAM will formul- - and utilize an advisory council, or other similar structure, that will work with Miami DD and other local arts and culture entertainment groups to advise on the civic/public program ' g to take place at the Property for a minimum of one - hundred eighty (180) days a year; d WHEREAS, as a cond . n precedent to closing, SLAM shall be required to submit toge City for approval an execute' agreement with MDC, for MDC's programming at the Propertys ,= further detailed in the Agr- ent; and L -) r�! _.-4 , . q WHEREAS, p suant to Section 29-B(c) of the City Charter, City requirbmentefor„ 8 competitive bidding all not apply when conveying property to implement projects of -a < ny governmental age ' y or instrumentality; and r ,7 WHER Florida are AS, Section 1002.33(1), Florida Statutes provides that all charter school in lic schools and shall be part of the state's program of public education; and EREAS, the Property is the subject of, and the City is presently a party to, pending litigati • in the matters of Robert Gusman, Bruce Gusman and Jackie Gusman Thayer as suc sor trustees of the real property of Maurice Gusman Cultural Center for the Performing A Inc., a dissolved Florida not for profit corporation, v. City of Miami, Case No. 22-23242 CA , pending in the Circuit Court of the Eleventh Judicial Circuit, in and for Miami -Dade County, lorida, and Maurice Gusman Cultural Center for the Performing Arts, Inc. a dissolved Florida City of Miami Page 3 of 5 File ID: 18056 (Revision: A) Printed on: 12/4/2025 SUBSTITUTED File ID: 18056 Enactment Number: R-25-0405 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, within thirty (30) days after Closing, the Plaintiffs in each of the Cases all have voluntarily dismissed, with prejudice, all claims asserted against the City, as f her detailed in the Agreement; and WHEREAS, the conveyance of the Property shall be subject to the requ ment that SLAM, or a related entity, shall make all necessary interior and exterior repairs t• he Property in order to bring it into recertification compliance and historic preservation stand ds as set forth under all applicable laws, including the Code of the City of Miami, Florida, a amended, ("City Code"), which is estimated at fifty million dollars ($50,000,000.00), within fiv= 5) years of permit issuance, which time period may be extended by the City Manager, with ch repairs including: (i) interior work that shall include, but not be limited to: a) reco - ruction of previously demolished dressing rooms and crew rooms; b) reconstruction of de, •rative paint and plaster repairs in those areas on the theater that have been damaged b ater intrusion; c) interior structural repairs; d) mechanical systems retrofit including new ch' r and cooling tower; and e) electrical, fire alarm, and fire protection repairs; and (ii) exterior ork that shall include, but not be limited to: a) roof replacement; b) window replacement; entrance doors replacement; d) restoration of all ornamental iron railings; d) replication and -storation of all fagade ornamental terracotta tile, brick, and stucco; e) restoration of the Fla • r Street marquee; and f) restoration of the ticket booth (collectively, the "Restoration Require - ents"); and WHEREAS, the conveyance of the Property all also be subject to the requirement that the Property be used for public education an• civic purposes, as further detailed in the Agreement and Deed (collectively with the Rest. -tion Requirements, the "Restrictions"); and WHEREAS, if the Property is not re . red, or is no longer used for public education and civic purposes, each in accordance with e Restrictions, the Property shall revert to the City ("Reverter"), as further detailed in the A. -ement and Deed; and WHEREAS, the Property wil •e conveyed on an "as -is, where -is" basis, without express or implied representations or w- anties, including but not limited to those relating to the Property's condition or sufficien of title; and WHEREAS, the City anager recommends that the City remise, release, and ,quit ltim the Property to SLAM, s ect to the Restrictions and Reverter, pursuant to Section 29-B(cj of the Charter of the Ci of Miami, Florida, as amended ("City Charter"), for the . Purpose; of providing public educ- on programs with a focus on innovation and the arts; and < ` - WHEREA , the City Manager hereby finds that the proposed conveyance of the Property and a aiver of the restrictions contained in Section 18-182(a) of the City Code_ s in the best inter_ . of the City; N. , THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY. -)OF MIAMI, ' ORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are pted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the City Manager's findings pursuant to Section 18-182(c) of the Code of the City of Miami, City of Miami Page 4 of 5 File ID: 18056 (Revision: A) Printed on: 12/4/2025 SUBSTITUTED File ID: 18056 Enactment Number: R-25-0405 Florida, as amended, are ratified, approved, and confirmed, and the City Commission hereby waives the requirements for said procedures. Section 3. The City Manager is authorized,' pursuant to Section 29-B(c) of the Charter, to execute the Agreement and Deed in a form acceptable to the City Attorn convey the Property, with the Restrictions and Reverter, to SLAM. Section 4. The City Manager is further authorized' to execute any and al ecessary documents, including amendments, extensions, and modifications to the Agreem= and Deed, all in forms acceptable to the City Attorney, as deemed necessary to c• summate the conveyance for said purpose. Section 5. This Resolution shall become effective immediately on its adoption and signature of the Mayor. 2 APPROVED AS TO FORM AND CORRECTNESS: Wy ng III, C y or y 10/21/2025 N W 1 Th= erein authorization is further subject to compliance with all legal requirements that may be imp ed, including but not limited to those prescribed by applicable City Charter and City Code p - isions. 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 5 of 5 File ID: 18056 (Revision: A) Printed on: 12/4/2025 City of Miami Legislation Resolution I SUBSTITUTED City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.co File Number: 18056 Final Actio A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY M FINDINGS PURSUANT TO SECTION 18-182(C) OF THE CODE OF T MIAMI, FLORIDA, AS AMENDED, ATTACHED AND INCORPORAT "A", AND WAIVING THE REQUIREMENTS FOR SAID PROCEDU AUTHORIZING THE CITY MANAGER, PURSUANT TO SECTIO CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ATTACHED PURCHASE AND SALE AGREEMENT ("AGRE SUBSTANTIALLY THE FORM ATTACHED AND INCORP CONVEYING THE CITY -OWNED PROPERTY KNOWN LOCATED AT 174 EAST FLAGLER STREET, MIAMI, F LEGALLY DESCRIBED IN THE AGREEMENT, BE ("CITY") AND SPORTS LEADERSHIP AND MANA FOR -PROFIT CORPORATION ("SLAM") BY WA WITH RESTORATION REQUIREMENTS, US PROVISIONS, TO SLAM FOR THE REHAB! PROPERTY EXCLUSIVELY FOR EDUCA TERMS AND CONDITIONS AS MORE P AGREEMENT; FURTHER AUTHORIZI AND EXECUTE ANY AND ALL DOC EXTENSIONS, AND MODIFICATI FORMS ACCEPTABLE TO THE CONSUMMATE THE CONVEY WHEREAS, on July Arts, Inc., a Florida not -for - of Miami ("City") the pro Miami, Florida, consis ' g Theater" or "Property" and ate: , BY A BLIC AGER'S CITY OF AS EXHIBIT S; 29-B(C) OF THE 0 EXECUTE THE ENT") IN TED AS EXHIBIT "B," THE OLYMPIA THEATER, ORIDA ("PROPERTY"), AND EN THE CITY OF MIAMI MENT, INC., A FLORIDA NOT - OF QUITCLAIM DEED ("DEED" ESTRICTIONS, AND REVERTER ATION AND UTILIZATION OF THE', N AND CIVIC PURPOSES, WITH c' TICULARLY DESCRIBED IN THE THE CITY MANAGER TO NEGOTIATE., ENTS, INCLUDING AMENDMENTS, S TO THE AGREEMENT AND DEED, ALL MP TY ATTORNEY, AS DEEMED NECESSARY Tq NCE FOR SAID PURPOSE. , 1975, the Maurice Gusman Cultural Center for the Performing ofit corporation, conveyed, via Special Warranty Deed, to the City known as the Olympia Theater, located at 174 East Flagler Street, of the theater and a contiguous ten -story building (the "Olympia WHEREA`, the Olympia Theater is a unique landmark building that opened in 1926 as a silent movie pa ce, later serving as a theater hosting many significant acts in Miami's history, and in 1984 s added to the National Register of Historic Places; and W REAS, over the decades, the Olympia Theater has been an important part of the City's ory and one worth preserving, restoring, and retuming to its original glory, but has fallen ' to disrepair; and WHEREAS, the City wishes to enter into the Purchase and Sale Agreement attached d incorporated as Exhibit "B" ("Agreement") and transfer the Property by way of a Quitclaim Deed in substantially the form included in the Agreement ("Deed") to Sports Leadership and Management, Inc., a Florida Not -For -Profit Corporation ("SLAM"); and SUBSTITUTED WHEREAS, SLAM 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 . nd political subdivision of the State of Florida ("MDC") issued RFP 2022-RM-1-11 to esta• sh a school centered around innovation in downtown Miami, and entered into an agree t with Mater Academy, Inc., which is affiliated with SLAM, to accomplish this goal; and WHEREAS, since opening as a public charter school in August 2023, " ami Tech at Mater Innovation Academy" has been successful and would benefit from ads onal space to incorporate arts and technology into its curriculum, which will be accom, shed through a cooperative between SLAM, Mater Academy, Inc., and Somerset ademy, Inc. (the "Cooperative"); and WHEREAS, the Cooperative hosted three (3) community mee gs with stakeholders on July 14, 16, and 17, 2025, to answer questions and receive input; a WHEREAS, student enrollment from local neighborhood is desired, SLAM shall provide preferred student enrollment periods, in compliance wi all federal, state, and local requirements; and WHEREAS, to ensure safety is optimized d ng renovation and operation of the Property, SLAM shall ensure the current safety eras located at the Property remain operational during and after renovation; and WHEREAS, the City and SLAM wa to ensure disruption to the community is minimized, SLAM shall provide a traffic st satisfactory to the City during permitting for restoration and operation of the Property, ich pursuant to City's zoning code, Miami21, and City Code of Ordinances the City is the p= itting authority to approve the traffic operation plan; and WHEREAS, to ensure the r- . oration and long-term preservation of the Olympia Theater as a historic property, the City wi es to convey its interest in the Property to SLAM to restore, manage, and operate the Prop - as a public education and civic facility; and WHEREAS, SLAM all agree to honor all events scheduled at the Property prior to the date of the enactment o his resolution ("Events"), as well as assist in the continuity of the Downtown Developme uthority's ("Miami DDA") Miami's Permit Clinic; and WHEREAS, e City shall retain the right to manage, oversee, and operate the scheduled Event including, but not limited to, collecting all rental payments which shall be made payable t- he City; and WH . EAS, the City and SLAM understand the value of making the Olympia Theater, a historic a . et available to the public, the theater will be activated for public use for no fewer than one-hu • red eighty (180) events a year, between SLAM, MDC, and civic programming; and WHEREAS, upon transfer of title to the Property to SLAM, SLAM or a related entity will e the necessary improvements to the Property to accommodate the number of students ermitted by the Property's established occupant load in order to provide educational programs of the public charter school, Miami Tech at Mater Innovation Academy, which will be renamed as the "Miami Innovation & Arts Academy" ("Academy") through the Cooperative's efforts; and SUBSTITUTED 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; and WHEREAS, the parties further anticipate that SLAM will serve as a venue part for MDC's arts and culture programs, including academic ceremonies, performances, ex •itions and events such as Miami Film Festival and Miami Book Fair, and may provide dedica d studio spaces for MDC art and fashion students to support creative work, exhibits an hands-on learning; and WHEREAS, SLAM will formulate and utilize an advisory council, •r other similar structure, that will work with Miami DDA and other local arts and culture ent ainment groups to advise on the civic/public programming to take place at the Property f• a minimum of one - hundred eighty (180) events a year; and WHEREAS, as a condition precedent to closing, SLAM shall City for approval an executed agreement with MDC, for MDC's pr further detailed in the Agreement; and WHEREAS, pursuant to Section 29-B(c) of the competitive bidding shall not apply when conveying pr governmental agency or instrumentality; and required to submit to the amming at the Property, as Charter, City requirements for erty to implement projects of any WHEREAS, Section 1002.33(1), Florida S utes provides that all charter schools in Florida are public schools and shall be part of the ate's program of public education; and WHEREAS, the Property is the subje• of, and the City is presently a party to, pending litigation in the matters of Robert Gusma ► Bruce Gusman and Jackie Gusman Thayer as successor trustees of the real property o aurice Gusman Cultural Center for the Performing Arts, Inc., a dissolved Florida not for pr • corporation, v. City of Miami, Case No. 22-23242 CA 01, pending in the Circuit Court of th= leventh Judicial Circuit, in and for Miami -Dade County, Florida, and Maurice Gusman Cult I Center for the Performing Arts, Inc. a dissolved Florida not for profit corporation, v. City o iami, Case No. 3D23-1842, pending in the District Court of Appeal of the State of Florida, T rd District (collectively, the "Cases"); and WHEREAS, within t have voluntarily dismiss detailed in the Agreeme , (30) days after Closing, the Plaintiffs in each of the Cases shall , with prejudice, all claims asserted against the City, as further and • WHEREAS, e conveyance of the Property shall be subject to the requirement that SLAM, or a relat- entity, shall make all necessary interior and exterior repairs toathe Property in order to brin • into recertification compliance and historic preservation standards asl set forth under all app ' - ble laws, including the Code of the City of Miami, Florida, as amended, ttCity .` Code"), whiis estimated at fifty million dollars ($50,000,000.00), within five (5) years ofpermit issuance hich time period may be extended by the City Manager, with such repairs inclt,lding:' (i) interior work that shall include, but not be limited to: a) reconstruction of previously demo ' hed dressing rooms and crew rooms; b) reconstruction of decorative paint and ;.p, faster ) rep- in those areas on the theater that have been damaged by water intrusion; c)cAterior s '4ctural repairs; d) mechanical systems retrofit including new chiller and cooling tower; and e) ectrical, 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 SUBSTITUTED 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 shall also be subject to the requirement th the Property be used for public education and civic purposes, as further detailed in e Agreement and Deed (collectively with the Restoration Requirements, the "Restrictions"); - d WHEREAS, if the Property is not restored, or is no longer used for public edu ion and civic purposes, each in accordance with the Restrictions, the Property shall reve o the City ("Reverter), as further detailed in the Agreement and Deed; and WHEREAS, the Property will be conveyed on an "as -is, where -is" basi , without express or implied representations or warranties, including but not limited to th ' e relating to the Property's condition or sufficiency of title; and WHEREAS, the City Manager recommends that the City rem' -, release, and quitclaim the Property to SLAM, subject to the Restrictions and Reverter, pu uant to Section 29-B(c) of the Charter of the City of Miami, Florida, as amended ("City • after"), for the purpose of providing public education programs with a focus on innovation - d the arts; and WHEREAS, the City Manager hereby finds that e proposed conveyance of the Property and a waiver of the restrictions contained in Se- on 18-182(a) of the City Code is in the best interest of the City; NOW, THEREFORE, BE IT ORDAINED : THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings - • ntained in the Preamble to this Resolution are adopted by reference and incorporated as if ' Ily set forth in this Section. Section 2. By a four -fifths (4/5 ' ) affirmative vote, after an advertised pudic hearing, the City Manager's findings pursuan o Section 18-182(c) of the Code of the City of Miami, Florida, as amended, are ratified, - proved, and confirmed, and the City Commission hereby waives the requirements for said • •cedures. Section 3. The City Charter, to execute the A convey the Property, with anager is authorized,', pursuant to Section 29-B(d) of the City ement and Deed in a form acceptable to the City Attorney, to e Restrictions and Reverter, to SLAM. Section 4. T City Manager is further authorized' to execute any and all necessary documents, includi amendments, extensions, and modifications to the Agreement and Deed, all in forms a - •table to the City Attorney, as deemed necessary to consummate the conveyance for - - id purpose. Sec ' • n 5. This Resolution shall become effective immediately upon its adoption and signature ' the Mayor. 2 e herein authorization is further subject to compliance with all legal requirements that may be posed, including but not limited to those prescribed by applicable City Charter and City 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. SUBSTITUTED APPROVED AS TO FORM AND CORRECTNESS: ge Wy ng III, C ys ttor 9/16/2025 • .- CZ :C 14d fi- 330 SZOZ