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HomeMy WebLinkAboutAmendment Project AgreementAMENDMENT TO PROJECT COOPERATION AGREEMENT Between CITY OF MIAMI AND MUSEUM OF SCIENCE, INC. (D/B/A/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) GRANTEE: Museum of Science, Inc. d/b/a Miami Museum of Science & Planetarium PROJECT: Museum of Science & Planetarium (including Planning & Design and Renewable Energy Project) Project Location: Miami Bicentennial Park Commission 2 (Sarnoff) District Grantee Project Name Pyne fax Manager: Frank Steslow Chief Operating Officer 305-646-4268 305-646-4300 Name Phone Fax Address to Gillian Thomas, President Above above Notifications Onr Scale zip Regarding this Docutnent Mailing Addross 3280 South Miami Avenue Miami FL 33129 Street Address Same Miami FL 33129 Homeland Defense/Neighborhood CITY FUNDING AMOUNT: $738,000 Funding Source Improvement Bonds — Museum of Science — Bicentennial Park Enabling Legislation: Resolutions 05-0416 Adoption Date 07/07/05 and 03/27/08 9 and 08-0172 I Total Estimated Project Cost: $272,800,000 GIP Job Number: B-78502 (ilappiinble) Project Description: Planning, development, design, project management activities, equipment, installation, construction, materials, and/or related capital components relating to the design and construction of the Miami Museum of Science & Planetarium (including, but not limited to the Renewable Energy Project) to be located at the City's Bicentennial Park, hereinafter collectively referred to as "Project". This Amendment ("Amendment') is mde and entered into this o25 day of MAYch , 200q, (but effective as of At�ii , 2009, "Effective Date") by and between the City of Miami, arida, a municipal corporation of the State of Florida, whose principal address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (the "City") and Museum of Science, Inc. (d/b/a Miami Museum of Science & Planetarium), a Florida not-for-profit corporation, whose principal address is 3280 South Miami Avenue, Miami, Florida 33129, ("Grantee"). WITNESSETH: Q Amendment WHEREAS, on November 13, 2001, the voters of the City of Miami ("City") approved by referendum the City's issuance of $255 million in limited ad valorem tax general obligation bonds for homeland security, neighborhood improvements, capital projects and infrastructure improvements, the "Homeland Defense/Neighborhood Improvement Bonds" ("Bonds"); and WHEREAS, Ordinance No. 12137, adopted October 11, 2001, authorized the November 2001 bond referendum and initlally allocated future Bond funds to specified projects that were subsequently clarified by Resolution No. 02-1294, adopted December 12, 2002; and WHEREAS, the public information campaign conducted for the voter referendum and the enabling legislation Identified the "Miami Museum of Science" and the allocation of Bond proceeds "to assist the museum with its development efforts for a Bicentennial Park ("Park") location," which is a recreational facility owned by the City and located at 1075 Biscayne Boulevard, Miami, Florida; and WHEREAS, the City has completed and approved a community-based preliminary plan entitled "Bicentennial Park -Museum Park" which recommends reserving areas In the Park for the development of a science museum and an art museum; and WHEREAS, Miami -Dade County voters also approved, in November, 2004, the issuance of general obligation bonds and has included in its bond program the sum of $150,000,000 to support the development of a new science museum facility in Bicentennial Park ("Project"); and WHEREAS, the Project will be a public science museum, a significant community asset offering Interactive and other science exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and youth programs and will enhance the understanding of science and technology, Miami's revitalization program bringing local and international visitors, creating jobs, improving workforce preparation, increasing investments as well as improving the quality of life for residents; and WHEREAS, the science museum was founded in 1949 by the Junior League of Miami, a private non-profit organization, and is operated today by the Museum of Science, Inc, d/b/a Miami Museum of Science & Planetarium ("MMOS") on property owned by Miami -Dade County; and WHEREAS, MMOS is a 501(c)(3) tax exempt organization devoted to inspiring people of all ages and cultures to enjoy science and technology, to better understand ourselves and our world; and WHEREAS, MMOS has been a significant contributor and an integral partner in the processes undertaken thus far for the Project; and WHEREAS, it is the intention of the City to continue to foster the existing coalition for the Project with MMOS and Miami -Dade County and to secure a legal arrangement with the parties for the design and implementation of the Project at said City -owned park; and Amendment 2 WHEREAS, .in May of 2005, the City's Bond Oversight Board reviewed and favorably recommended an original $700,000 allocation for the Project under the Original Grant Agreement for City Commission approval; and WHEREAS, in furtherance of the Project, MMOS has previously conducted initial market research and feasibility studies and secured consultants specializing in project planning to include the master plan for the new museum, coordination efforts, a financial feasibility study and project management services, having a combined initial cost of $2,568,874, and the City has previously awarded to MMOS from the Bond proceeds a grant in the amount of $700,000 to cover a portion of these initial Project activities pursuant to Resolution No. 05-0416 adopted July 7, 2005; and WHEREAS., in connection with the $700,000 grant, the City and MMOS have previously entered into a Project Cooperation Agreement dated July 21, 2005 (the "Original Grant Agreement') and MMOS has agreed that all documents, reports, materials and drawings that are developed with the assistance of the City Bond proceeds shall become the property of and be owned by the City, which will subsequently make such documents, reports, materials and drawings freely available to MMOS and to Miami -Dade County, if applicable, for use on the Project; and WHEREAS, In June of 2007, the City's Bond Oversight Board reviewed and favorably recommended an additional $2,000,000 allocation for the Project for City Commission approval; and WHEREAS, in connection with the Project, MMOS has applied to and received a pending award notice from the U.S. Department of Energy National Energy Technology Laboratory that the proposed MMOS Renewable Energy Project is eligible for federal funding of up to $738,000 if MMOS has a fifty percent (50%) match of up to $738,000 for a total maximum amount of $1,476,000 for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS has requested a match of up to $738,000 from the City and the City finds and determines that these activities to be conducted by or on behalf of MMOS for the Renewable Energy Project as part of the overall capital components of the Project will ultimately and primarily benefit the general public as a downtown regional cultural and scientific facility accessible to the public; and WHEREAS, the City Commission, by passage of Resolution No. 08-0172, adopted March 27, 2008, has authorized the allocation of City funds in an amount up to $738,000 for the required fifty percent (50°%) match for the acquisition of certain capital project components and related planning, design and project management activities for the Renewable Energy Project as part of the overall Project and further authorized the City Manager to execute this Amendment for said purposes; and WHEREAS, the Original Grant Agreement and this Amendment set forth the duties and responsibilities of the City and MMOS, provide for the uses, accountability, accessibility, and terms of the overall Project and the Renewable Energy Project undertakings by MMOS; and WHEREAS, the Original Grant Agreement and this Amendment also provide for MMOS and its successors to maintain public access to facilities developed with P �t-`7'� mcnd�non� Homeland Defense Neighborhood Improvements Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, the City Commission has found and determined in Resolution No. 08-0172 that proper use of this additional allocation up to $738,000 will primarily benefit the general public and serves a paramount public purpose; and WHEREAS, funds for the additional allocation up to $738,000 are available from B-78502, Capital Improvements Project No. 333143 entitled "Museum Of Science - Development of Bicentennial Park" under the Homeland Defense - Neighborhood Improvement Bond Program; and WHEREAS, also on. June 14, 2007, May 22, 2008, and July 24, 2008, the City Commission has directed certain conditions (collectively, the "Directives") and MMOS has indicated its willingness pursuant to the terms and conditions of this Amendment that MMOS will fulfill the City Commission Directives as instructed, waived or modified by the City Commission as either set forth in this Amendment or as further detailed and enforced in other appropriate and applicable definitive documents setting forth acceptable terms and conditions such as an Interfocal Agreement, a Memorandum of Understanding, a lease, any subleases, a community benefits agreement, a master development agreement, a master management agreement and/or other applicable agreements (collectively, "Definitive Documents", related to MMOS's involvement in the Museum Park Project and Museum Park; and WHEREAS, the MMOS Renewable Energy Project will be a significant community asset, and the grant funds appropriately employed MMOS In accordance with the Agreement and this Amendment serve an important public purpose, and accordingly, the City has agreed to make the additional $738,000 grant to MMOS under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing, and the promises and covenants contained herein the parties hereby amend the Original Grant Agreement as follows, TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Amendment to the Original Grant Agreement. The Original Grant Agreement, all attachments thereto, and all enabling legislation therefore are hereby incorporated, made a part of this Amendment, and attached hereto as "Composite Exhibit A". The Updated Detailed Project Information, including itemized Scope of Work, Project Budget, and Time of Completion for the original Project and for the Renewable Energy Project are hereby incorporated, made a part of this Amendment and the Original Grant Agreement and attached hereto as "Composite Exhibit A-1". The Resolution No. 08-0172 and all exhibits and attachments thereto as the Enabling Legislation for this Amendment are hereby incorporated, made a part of this Amendment and the Original Grant Agreement, and attached hereto as "Composite Exhibit B". The updated insurance requirements and payment and performance bond requirements, as applicable, are hereby incorporated, made a part of this Amendment and the Original Grant Agreement, and attached hereto as "Composite 0�-yam 4 Exhibit C". Grantee's Not -For -Profit Corporation Resolution dated _f {' Cf Ch 3 rc( , 2009 authorizing Its execution, delivery and entering into of this Amendment and Grantee's "D/B/A Certificate" are hereby incorporated, made a part of this Amendment and the Original Grant Agreement and attached hereto as "Composite Exhibit D". This Amendment and the Original Grant Agreement, including all Exhibits to this Amendment and the Original Grant Agreement, shall collectively be referred to and shall collectively form the "Agreement" between the parties. 2. Definitions: Subsections 1.3, 1.4 of Section 1 of the Original Grant Agreement is hereby amended as follows: ' • - • I• .I• •I •I i -•. •I •IA II -� • •1111 •1 C- • •1 ►• 1: 1�1 .�•• 011111111,171M 1 IIS 11XIM1111TIET MES 0=1 61119 Z I* 1.4 Eligible Expenses: For purposes of this Agreement, Project -related costs that may be funded from the CITY FUNDING AMOUNT shall be defined to mean and include fees for professional engineers, architects, landscape architects, surveyors, mapping, other bonafide design professionals, planning professionals and related materials, aed geotechnical testing, costs of equipment and materials to be ourchased and installed_ ri-theProiect-facilitv_for _the _weather station. costs Enerav Project, the plavaround areas. and the roof and infrastructure of the There shall be no mark up on such ees andlor costs passed to the City. All persons and/or firms engaged shall be duly licensed and certified as required by the laws of the State of Florida. These costs are Identified in om i Exhibit A and in Composite Exhibit A-1 (collectively referred to hereinafter as 4ExhIbIt M as approved Project -related expenses. .1 ! 1- 11-•.1 •MM .1 . : .I� •p0• Exhibit The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 1 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 3. Assistance from CITY: Subsection 3.1 of Section 3 of the Original Grant Agreement is hereby amended as follows: 3.1 Financial assistance in an amount not to exceed $798;999 One Million. Four Hundred and Thirty Thousand Dollars ($1.430.000). the CITY FUNDING AMOUNT, from the designated FUNDING SOURCE for the WORK approved by the Enabling Legislations and as further specified in the attached Exhibit A. City shall have no obligation under this Agreement to fund any amounts in excess of the CITY FUNDING 04-1-74 Amendmedt I c AMOUNT. Said funds will be paid on a reimbursement basis to GRANTEE as set forth is Section 10 herein. The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 3 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 4. Grantee Responsibilities: Section 4 of the Original Grant Agreement Is hereby amended as follows to add a new subsection 4.8; 5. Homeland Defense Bondy Condition Precedent: Section 6 of the Original Grant Agreement is hereby amended as follows: Where the CITY FUNDING SOURCE for the FUNDING AMOUNT, or any portion thereof, has been identified as the Limited Ad Valorem Tax Bonds, Series 2002 and Series 2007, colle Mely "Homeland Defense/Neighborhood Improvement Bonds" (the "Bonds"), it is a condition precedent to the CITY's ability to lawfully enter into this Agreement --u amended from time, that the City receive a faverable recommendation from Its Bond Oversight Board stating that the Gity ma apply reaardina the City,''S use of a portion of the proceeds of the Bonds to fund the specified PROJECT pursuant to the terms, covenants, and conditions of this Agreement, as amended from time to time. This condition has been fully performed as the Bond Oversight Board approved 0I , the original CITY FUNDING AMOUNT of 5700.000 for thesis stated purposes at its May 24, 2005 meeting and (ll) an additional $2.000.000 for the MMOS at Its meeting of June 26. 2007. The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 6 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 6. Match Required: Section 10 of the Original Grant Agreement is hereby amended as follows: P -7 -q4-q Amendment The GRANTEE shall identify, secure and expend an amount equal to the CITY FUNDING AMOUNT of $700;880 up to an amount not to exceed One Million Four Hundred and Thirty -Eight Thousand Dollars ($1.438.000) as the required matching funds for the. Work. At the request of DIRECTOR, GRANTEE shall fumish such evidence of matching funds as DIRECTOR deems appropriate, including submittal of an audited financial statement prepared by and— Independent Certified Public Accountant. Any portion of the GRANTEE match funds not substantiated will result in a proportionate reduction in the CITY FUNDING AMOUNT Gf $700,000 yup to an amount not to exceed One Million Four Hundred and Thirty -Eight Thousand Dollars ($1.438.0001 The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 10 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 7. Severability: A new Section 24 Is hereby added to the Original Grant Agreement as follows: 24. S@yerablllty: Should phrase contained in any provision, paragraph. this Agreement be sentence, determined word or by a court of competent jurisdiction to be iinvalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision. paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable. then the same shall be deemed severable. and in either event. the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 8. UPDATES OF INSURANCE REQUIREMENTS. PAYMENT AND PERFORMANCE BOND REQUIREMENTS, AND CORPORATE RESOLUTION. Provider has updated its insurance requirements and payment and performance bond requirements, as applicable, as Amended Exhibit C attached hereto and made a part hereof and its corporate resolution as Amended Exhibit D attached hereto and made a part hereof. 9. ALL OTHER PROVISIONS OF ORIGINAL AGREEMENT REMAIN AS AMENDED AND CONTINUED: The GRANTEE and the CITY acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of the Original Agreement remain in full force and effect as amended and continued by this Amendment, including all Exhibits to both the Original Amendment and this Amendment, to form the entire Agreement.. This instrument and its exhibits and attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Amendment and the Original Agreement as they collectively form the Agreement are of no force or effect. o '�-IT � Amendment 7 10. COUNTERPARTS: This Amendment to the Original Agreement may be executed in four or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY O MI M, a municipal ATTEST: corpor to �• AUV, 8y: riscill Thompson, City Cler edro G. Hbrffandez, City Manager Date: <2 _ `-6 ` "GRANTEE" MUSEUM OF SCIENCE, INC. (DJBIAI MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation ATTEST: B 14 A Pri i.. ame: t , -`...; r nt Prim..t'rtMe .41- YA9XV?. Name: Title: s tz ' s T t C t—O Title: &a4,eg 125 t -7hcy (Authorized CorporateOfficer) (Corporate Seal) , APPROVED AS TO FORM AND CORRECTNESS: .w Julie O. Bcu-1 f.1-/ City Attorney/ U RESOLUTIONS NO. 05-0416 and 08-0172 04 -%41- Amendment APPROVED AS TO REQUIREMENTS: LeeAnn Brehm Risk Manager ent Director E Frur..31I..1 Prequ At: h7oriorl D. welnerlAmpac Inc I-aXILY, Morn u `n:emer Hmpa I o: uv/ of n:ealro U— f . -1— ACORv CERTIFICATE OF LIABILITY INSURANCECSR GP LdUSLU-1 DATL jVb1IVDfMYt I 07/12/05 PROCLJCER THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION MORTON A. [FINER/AMPAC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CORAL GABLES HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 362 MILTORCA AVFbME ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. _ CORAL GABLES FL 33134 Phone: 305-•444-2324 fiat: 305-444-4980 INSURERS AFFORDING COVERAGE NAIC N INSURED INhLInl F',_•__.____.. i 4[avelerN Property a G,cuaL ty A•'::^'E•i•:°LIh9i°. '1••}'�YI1:-%:i 11PbF. EEEI.CC:1F(•r.Y Irl*�,Rrr.r• AXA Art Insurance Company Muse= of Seience, Inc. ul,u ILL, -_—_... Zenith insurance Company -•—_—._. ..___ 3;80 South Miami Avenue .. __-"-"' - ...} TYPE OF P19URANCE GENERAL _!ABILITY Miami 9I) 33129-- GUEfh141RFM DATE rh141DDM/{ LIIMITS I r.(H,t .. IC101:L• . 1,000,.00.0 _. 1: I ,.'f:tT• r fiTillly�71fe7�C^1 •• IL. .4 Fl,r;ti.L•4LL!nY HI -4. PLLN I... JI_'V-1HF •..%'Li`14WFD ILA.nA.i{::Jl#I'A.1k,ITIA"T:11-U:.rl J, I'L'�J:_IF'Lf kr I 'er:hl ;�.:L'i (4,il�:f NJ', !.�:itl•A�;T :r' :`II L -I l:'. `: =)R!i II11: Lc{{:�;r T,:. •i.,11N"II !1r: •:=1' C U..hl;; tilhi Et_ :• JJ 1;. •;{• . Fi FTnI1: i:61: s,: F' }'f 1J. -'.FYI i1R1'T f: r':. ii 11 .• I•.••F!iffC`11 :':.J :::J I_ -Ci 1I. !J1 1111 rr;,.t+ l'�71,'•: Y,•,.i ii =i �Ml'9if'c1: it' -ill "ti { Fr. A•'::^'E•i•:°LIh9i°. '1••}'�YI1:-%:i 11PbF. EEEI.CC:1F(•r.Y 0:0.1= :L,`, L<: iLTRilISR LTR ISR .. __-"-"' - ...} TYPE OF P19URANCE GENERAL _!ABILITY ..-...i'pLFCYEFFECTN ' I - -�-POLICY NUMBER DATE IMMfpDIW� GUEfh141RFM DATE rh141DDM/{ LIIMITS I r.(H,t .. IC101:L• . 1,000,.00.0 _. I-- A : X _ , X 1-_nl v 72937069 03/21/05 03/21/06 TSF "' in I'CIIrTT.r. .. I _ FL:o..11.L...r,:-::"f:e..•, 100,000 �� . i`w>I.�,ec (]t :•:•:L,: tr_ L:1 L..n; + .... ..- , ' 5,000 .._ _... t ! t:1=.,.:vY'1 :a•,;1J.,1-. 1,00'0,000 2,000,000 :4i,11r.I.WIT ..Ii .II.: 1fF ri;� C., F..I.�_' i.1-h,;'r.,., ;•2,000,000 �— Y:... r„ r..Em� — -Hen. I. 1 000,000 A . AUTONGBILELK13LIYV :r. N. 729X7069 03/21/05 03/21/06 hn- I:""ii1r°f 1.000,000 �f--�dl •. Il Ltfi xIa l:I it -IIT", _ lei 4Frr GARAGE LIABRIIY =tUP; t�ILi _ .!'II--� EXCESSAJMBRELLA LIABILITY I:N;I I_•_ QkbfI1=C �- I `NCfZVERS CO&TENSAMIN AND I I i • .i, : �U�rl X i.. v r C8836497206 EMPLOYERS LIABILITY 01/01/05 01/01/06 -.. .... . F . / 1 r-:' r=,:In�FI: 500 000 +I•'.l i" li•'IF.I {:rJ,�•1:7 •: ='t- :I 1':I. � I r r. t.l..l.,r...>!. '.L :•I :n! :500,000 Is =I:.L_1' •'�I'r.N•.+..: ( FI �a:rua:-1=.-'Li, La.:l SOD, 000 OTHER B (Inland Marine CFA204399 03/21/05 f 03/21/06 7,000,000 DESORPTION OF OPERA110NS r LOCATIONS r 4EFBCLE3 ! EXCLUSIONS ADDE BY E:NDORSEIAENT I SPECIAL PROVISI JIB City of Miami is named a.r additional insuxed Ctt(J JI -ICA 1 t hV LVt;K CANCELLATION CITY OF MIAMI PARKS AND RECREATION DEPT 444 SW 2ND AVEVUE 8TH FLOOR I4IA14X FL 33130 ACORD 25 CI7CXOMI SHOULD ANY OF THE ABOVE DESCRIBED POLIMS BE CANCELLED BEFORE THE EXPIRATON DATE THEREOF, TJ E ISSUING INSURER WILL ENDEAVOR T•) µA•i 30 DAYS WRN•TEN NO MA TO THE CERTIFICATE FOLDER NA14ED TO THE LEFT. BUT FALURC TO DO SO SHALL MPOSE NO OBLIGATION OR LIABILITY OF ANY JUND UPON THE flrwX R. ITS AGENTS OR �, -,q4j JUt_-12-2005 01: 29PIl FRX:Ilo r ton CI Weiner Amva ID: O ACORD PACE; IOL--' R=90;: Frcrr Ginsel Prego At: 11Drton D. 1'Wner/Ampao Inc FaxID: k1orlon D 1Na,ner Ampa To: Cite of k1lami Date. rig •rl_ouo W .3a rm rage. a 01 .1 IMPORTANT if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed l` statenlel•I on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) of SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pol cies may recuire an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirinaliveiy or negatively amend, extend or alter the coverage afforded by the policies listed thereon ACORD 25 6:)--1 JUL-12-2005 01:30f'11 FAX:l'lor ton D Id_ inel, Anva ID: PAGE:003 R=90% Composite EXHIBIT A-1 Updated Detailed Project Information, Including Itemized Scope of Work, Project Budget and Time of Completion for Original Project and for Renewable Energy Project To be provided upon document execution to 4-f ?--Of Amendmcnl 10 EXHIBIT A-1: Renewable Energy Project Costs from March 27, 2008 through August 31, 2009 DETAILED PROJECT INFORMATION ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION A PROJECT ELEMENT/TASK VENDOR B QTY FUNDING AMOUNT C OTHER SOURCES (US DEPT OF ENERGY) D E ESTIMATE DELIVERABLE D COST F ESTIMATED COMPLETION TIME STAFF SALARIES AND FRINGE: To oversee project Implementation, support development or content for Energy Playground and Weather Station, install and manage web interface, oversee fabrication and installation of Energy Playground, develop bilingual Interpretive materials Museum of Science 0 146,328 web resource, installed Energy 146,328 Playground, supporting and educationalOn materials 8/31/2009 TRAVEL: To visit fabrication sites, support consultants' travel and visits and I 1 and subsistence Staff and consultants 0 16,560 16,560 Fabricator and consultant Input 8/31/2009 EQUIPMENT for weather station Oppenheim Lewis 18,000 0 18,000 Weather station installed at downtown gite 10/31/2008 SUPPLIES Architectural models Grimshaw Architects 50,000 0 related to Renewablel 50,000 Energyproject 3/31/2009 Materials energy playground To Be Determined 77,000 0 77,000 Energy playground components 613012009 Materials, maintenance of Web interface (server, network connectivity, back-ups, software licenses, wireless transmitter, firewall) Technology vendors 0 10,000 Technology InfraStrUCtUre to 10,000 support project 6/30/2009 CONTRACTUAL Contractors Weather station installation Bennet Electric 5,000 0 5,000 Weather station installed at downtown site 10/31/2008 Energy Playgmuncildesign of Interactive components Entech 40,000 0 40,000 Energy Playground components 6 30 200 Energy playground fabrication To Be Determined 460,000 460,000 Software development for web interface Technology vendors D 25,000 Live data streams from weather 25,000 station and Energy Playground 1 ntPorabed Into web site 6/30/2009 Pmiect Manacernant Weather station Oppgnhelm Lewis 5,000 0 5.000 Pro'ect oversi ht 10131/2TQS Web Interface set up and maintenance Oripanheim Lewis S.000 5,000 Project oversight 4 2009 Eneray playground design and plannino Oppenheim Lewis 15 000 0 15,000 Pro ect oversight 3/3112009 Energy playground PrOtotypino and fabrication Opperiheirn Lewis 10 000 0 10,000 Project oversight 4/30/2009 Data ana Renewable Energy studies Oppenheim Lewis 0 5 000 5,000 Project oversight 613012099 Integration with Museum SUstaInability Platform Oppenhefrn Lewis 10,000 10.0o0 Proect oversight 6/30/2009 ArchRecture 8 Engineering Enemy tolavaround l2nototypIng and fabrication Grimshaw Architects 1.51000 0 15.000 Architectural services 4/30/2009 Data analysis/Renewable Energy studies Grimshaw Architects 0 20,000 20.000 Architectural services 2009 Design and planning QrJmsM1 w Archite 4 000 277,000 320.000 Architectural services 6 30 2009 Integration with Museum Sustainability Platform Grimshaw Architects 10,000 10,000 Architectural services 6/30/2009 Sostalbability C nsultent TBD 30,000 30,000 Consultant services 6/30/2009 INDIRECT COSTS Museum of Science 0 183,112 183,112 Overhead B 31 2009 TOTAL ESTIMATED COSTS 738,000 738,000 1,476,000 8 31 2009 The Project Elements/Tasks listed above with an amount listed In Column B, City Funding, shall constitute the WORK; all Items Ilsted In Column A shall constitute the PROJECT. Time of Performance - Work Begins: March -OB lune -08 August -09 EXHIBIT D To be completed before document execution NOT-FOR-PROFIT CORPORATION RESOLUTION WHEREAS, Museum of Science Inc.. _d/b/a/ the Miami Museum of Science & Planetarium, desires to enter into an Amendment ("Amendment") to the original Project Co-operation Agreement for Planning & Design - Miami Museum of Science & Planetarium, B-78502, dated July 21, 2005, (the "Original Grant Agreement") but effective as of July 7, 2005 with the City of Miami for the purposes of amending the Original Grant Agreement, for the purposes of Planning & Design and Renewable Energy Proiect as described in the Amendment and the Original Grant Agreement to which this Resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not-for- profit corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of the Miami Museum of Science & Planetarium that Gillian Thomas as the President and Chief Executive Officer and Frank Steslow as the Chief Operating Officer are hereby authorized and instructed to execute, deliver, and enter into the Amendment to the Original Grant Agreement, in the name and on behalf of this not-for-profit corporation, with the City of Miami upon the terms and conditions contained in the proposed Amendment to the Original Grant Agreement to which this Resolution is attached, to update the insurance requirements, and to comply with the terms and conditions of the Original Grant Agreement as amended by the Amendment. DATED this day of cz rc 120 oy A Florida Not -For -Profit Corporation Signature. Name: C► i L --{-i Ay,/ M A -s Title: t22E-s o1r5rj7 /c, 5 Attest: Sig tur of Not -For -Profit Corporation Secretary Name: Vc ryx .fit • iArmAtez. (Corporate Seal) jj:Document Exhibit D.doc