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HomeMy WebLinkAboutExhibit-SUB.& _2 AMENDMENT TO PROJECT COOPERATION AGREEMENT Between CITY OF MIAMI AND MUSEUM OF SCIENCE, INC. (D/131A/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) GRANTEE: Museum of Science, 1 n.c. d/b/a Miami Museum of Science & Planetarium PROJECT: Museumof Science & Planetarium (including Planning &'Designand Renewable Energy Project) Project Location: Miami Bicentennial Park Commission 2 (Sarnoff) District Name Phone Fax Grantee Project Frank Steslow Manager: Chief Operating Officer 305-646-4268 305-646-4300 Name Phone Fax Address to Gillian Thomas, President Above above Notifications CITY State Zip Regarding this Document Mailing Address 3280 South Miami Avenue Miami FL 33129 Street Address Same Miami FL 33129 HomelandDefense/Neighborhood CITY FUNDING AMOUNT: $713,625 Funding Source Improvement Bonds —,Museum of Science — Bicentennial Park Enabling Legislation; Resolution Adoption Date Total Estimated Project Cost: $272,800,000 CIP Job Number: B -78502A (if applicable) 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 made and entered into this day of , 200_, (but effective as of , 200_, "Effective Date") by and between the City of Miami, Florida, 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: Amendment No. 2 kN_ VI �I' 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 initially 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 No. 2 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 Project, MMOS applied to and received a first award from the United States Department of Energy National Energy Technology Laboratory for $738,000, if MMOS were able to provide a fifty percent (50%) match of up to $738,000, for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS requested the match up to $738,000, from the City and the City found and determined 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, pursuant to R-08-0172, authorized the allocation of City funds in an amount up to $738,000, for the required 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 Amendment No. 1 to the Original Grant Agreement; and WHEREAS, MMOS has applied to and received a pending second award notice from the United States Department of Energy National Energy Technology Laboratory that the proposed MMOS Renewable Energy Project is eligible for federal funding of up to $713,625, if MMOS has a match of $713,625, for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS has requested the match of $713,625 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. , adopted , has authorized the allocation of City funds in an amount up to $713,625, and further authorized the City Manager to execute this Amendment No. 2 for said purposes; and WHEREAS, the Original Grant Agreement, Amendment No. 1, and this Amendment No. 2 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 Amendment No. 2 3 WHEREAS, the Original Grant Agreement, Amendment No. 1, and this Amendment No. 2 also provide for MMOS and its successors to maintain public access to facilities developed with Homeland Defense Neighborhood Improvements Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, funds for the additional allocation up to $713,625 are available from B -78502A, 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 Commissions 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 Interlocal 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 $713,625 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, Amendment No. 1, all attachments thereto, and all enabling legislation therefore are hereby incorporated, 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-2". The Resolution No. 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. Grantee's Not -For -Profit Corporation Resolution dated , 200_ authorizing its execution, delivery and entering into of this Amendment and Grantee's "D/B/A Certificate" are hereby incorporated. The Amendments and the Original Grant Agreement, including all Exhibits to the Amendments and the Original Grant Agreement, shall collectively be referred to and shall collectively form the "Agreement" between the parties. Amendment No. 2 4 2. Definitions: Subsection 1.4 of Section 1 of the Original Grant Agreement is hereby amended as follows: 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, geotechnical testing, costs of equipment and materials to be purchased and installed in the Project facility for the weather station, costs of related installation, and costs of construction for capital components of the Project (including but not limited to capital components for the Renewable Energy Project, the playground areas, and the roof and infrastructure of the Facility). There shall be no mark up on such fees and/or 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 Composite Exhibit A and in Composite Exhibit A-1 and A-2 (collectively referred to hereinafter as "Exhibit A") as approved Project -related expenses. 1.11 Exhibit A: Shall mean collectively Composite Exhibit A, an4 Composite Exhibit A -1 -and A-2. 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 one Million Few HundFe d and Thirty Eight Thc)usand Dollars ($1,438,000y wo Million. One Hundred Fifty One Thousand. Six Hundred Twenty Five Dollars ($2.151.625). 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 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 remains amended as follows to include the subsection 4.8 pursuant to Amendment No. 1: Amendment No. 2 4.8 Grantee agrees that is shall fulfill in a timely manner all of the conditions required by the City Commission Directives, as instructed, modified or waived by the City Commission as set forth in the Definitive Documents to be negotiated by the City Manager and MMOS with the other applicable parties. Grantee further agrees that failure by Grantee to fulfill any of the conditions of the Directives, unless such condition(s) is/are subsequently waived or modified by the City Commission, shall constitute a default of the particular Definitive Document containing the particular condition that is not fulfilled. If in the future in the event that any conflict or inconsistency occurs between the terms of this Amendment, the Original Grant Agreement, and any terms of any other appropriate and applicable Definitive Document(s), then the terms of such other appropriate and applicable Definitive Document(s) shall control. 5. Homeland Defense Bonds, 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, apd Series 2007, and Series 2009, collectively "Homeland Defense/Neighborhood Improvement Bonds" (the "Bonds"), it is a condition precedent to the CITY's ability to lawfully enter into this Agreement, as amended from time to time, that the City receive a recommendation from its Bond Oversight Board regarding 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 (i) the original CITY FUNDING AMOUNT of $700,000 for these stated purposes at its May 24, 2005 meeting; and (ii) 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: The GRANTEE shall identify, secure and expend an amount equal to the CITY FUNDING AMOUNT up to an amount not to exceed One Million FauF HundF-,- and ThirtyEightThousDollarsTwo Million. One Hundred Fifty One Thousand, Six Hundred Twenty Five Dollars ($2.151.6251. as the required matching funds for the Work. At the request of DIRECTOR, GRANTEE shall furnish such evidence of matching funds as DIRECTOR deems appropriate, including submittal of an audited financial statement prepared by an Independent Certified Public Accountant. Any portion of the GRANTEE match funds not substantiated will result in a proportionate reduction in the CITY FUNDING AMOUNT up to an amount not to exceed Amendment No. 2 6 Eight ThG Two Million. One Hundred Fifty One Thousand Six Hundred Twenty Five Dollars ($2.151.625) 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. 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 as amended remain in full force and effect as amended and continued by this Amendment, including all Exhibits to both the Original Amendment, Amendment No. 1, and this Amendment No. 2, 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 No. 2, Amendment No. 1, and the Original Agreement as they collectively form the Agreement are of no force or effect. 8. 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. Amendment No. 2 7 ATTEST: Priscilla A. Thompson, City Clerk Date: "City" CITY OF MIAMI, a municipal corporation la Pedro G. Hernandez, City Manager "GRANTEE" MUSEUM OF SCIENCE, INC. (D/B/A/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation Print Name: Name: Title: (Authorized Corporate Officer) APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney ATTEST: By: Print Title: (Corporate Seal) APPROVED AS TO INSURANCE REQUIREMENTS: LeeAnn Brehm Risk Management Director RESOLUTIONS NO. 05-0416, 08-0172, and 09 - Amendment No. 2 COMPOSITE EXHIBIT A ("ORIGINAL GRANT AGREEMENT") PROJECT CO-OPERATION AGREEMENT, DATED AS OF JULY 21, 2005, AMENDMENT NO. 1, AND ALL EXHIBITS AND ATTACHMENTS THERETO (INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution Amendment No. 2 9 Composite EXHIBIT A-2 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 Amendment No. 2 10 To be completed before document execution D/B/A Certificate for MMOS and EXAMPLE NOT-FOR-PROFIT CORPORATION RESOLUTION WHEREAS, desires to enter into an Amendment ("Amendment") to the original Project Co-operation Agreement for B- dated 200_, (the "Original Grant Agreement") but effective as of , 200_ with the City of Miami for the purposes of amending the Original Grant Agreement for the purposes of 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 that as the I and as the 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 120 A Florida Not -For -Profit Corporation Signature Name: Title: Attest: Signature of Not -For -Profit Corporation Secretary Name: (Corporate Seal) Amendment No, 2 11 AMENDMENT 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 Museum off Sclence & Planetarium (including Planning & Design and Renewable Energy PROJECT: Project) :, Project Location: 0 Commission Miami Bicebltennial Park District 2 (Sarnoff) Name Phone Fax Grantee Project Frank StesloWf: Manager: Chief 0 eratin'�Ofricer 305-646-42 305-646-4300 Address to Name \ ne TA, Fax Gillian Th as, President ove above Notifications CITY State Zip Regarding this Document Mailing Address 3280 South'Miami Avenue Miami FL 33129 Street Address Same Miami FL 33129 Homeland Defense/Neighborhood CITY FUNDING AMOUNT: $1;262;000 Fu ding Source Improvement Bonds — Museum of Science — Bicentennial Park Enabling Legislation: Resolution. Adoption Date Total Estimated Project Cost: $272,800,000 CIP Job Number: B -78502A Or anpuenbie) Project Description: Planning, development, design, projectNTanagement activities, equipment, installation, construction, materials, and/or relatbd 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 t e City's Bicentennial Park, hereinafter collectively referred to as "Project". This Amendment ("Amendment") is made and entered into this day of , 200_, (but effective as of , 200_, ` ffective Date") by and between the City of Miami, Florida, a municipal corporation 6� the State of Florida, whose principal address is 444 S.W. 2nd Avenue, 10th Floor, Myami, Florida 33130 (the "City") and Museum of Science, Inc. (d/b/a Miami Museum ofScience & Planetarium), a Florida not-for-profit corporation, whose principal addre is 3280 South Miami Avenue, Miami, Florida 33129, ("Grantee"). WITNESSETH: Amendment No, 2 �4f0�� 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 initially 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 No. 2 2 WHEREAS, in May of 2095, 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 Project, MMOS applied to and received a first award from the United States Department of Energy National Energy Technology Laboratory for $738,000, if MMOS were able to provide a fifty percent (50%) match of up to $738,000, for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS requested the match up to $738,000, from the City and the City found and determined 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, pursuant to R-08-01`72, authorized the allocation of City funds 1n 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 EneIrgy Project as part of the overall Project and further authorized the City Manager to execute Amendment No. to the Original Grant Agreement; and WHEREAS, MMOS has applied to and received a pending second award notice from the United States Department of Energy National Energy Technology Laboratory that the proposed MMOS Renewable Energy Project is eligible for federal funding of up to $713,625, if MMOS has a fifty percent (50%) match of up to $713,625, for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS has requested the match of $713,625, along with the remaining $548,375 in remaining funds the City has allocated for the project, fora total amount of $1,262,000, 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 beri WHEREAS, the Original Grant Agreement, Amendment No. 1, and this Amendment No• 2 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, Amendment No. 1, and this Amendment No. 2 also provide for MMOS and its successors to maintain public access to facilities developed with Homeland Defense Neighborhood Improvements Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, funds for the additional allocation up to $1,262,000 are available from B -78502A, 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 Commissions 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 Interlocal 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 $1,262,000 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, Amendment No. 1, all attachments thereto, and all enabling legislation therefore are hereby incorporated. 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-2". The Resolution No. and at.l 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. Grantee's Not -For -Profit Corporation Resolution dated , 200_ authorizing its execution, delivery and entering into of this Amendment and Grantee's "D/B/A Amendment No• 2 4 Certificate" are hereby incorporated. The Amendments and the Original Grant Agreement, including :all Exhibits to the Amendments and the Original Grant Agreement, shall collectively be referred to and shall collectively form the "Agreement" between the parties. 2. Definitions: Subsection 1.4 of Section 1 of the Original Grant Agreement is hereby amended as follows: 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, geotechnical testing, costs of equipment and materials to be purchased and installed in the Project facility for the weather station, costs of related installation, and costs of construction for capital components of the Project (including but not limited to capital components for the Renewable Energy Project, the playground areas, and the roof and infrastructure of the Facility). There shall be no mark up on such fees and/or 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 Composite Exhibit A and in Composite Exhibit A-1 and A 2 (collectively referred to hereinafter as "Exhibit A") as approved Project -related expenses. 1.11 Exhibit A: Shall mean collectively Composite Exhibit A and Composite Exhibit A -1 -and A-2. 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: 3A Financial assistance in an amount not to exceed One Million, F(Dur 8,999) -Two Million, Seven Hundred Thousand Dollars (2.700.000), 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 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, cohditions, 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 Amendment No, 2 S remains amended as follows to include the subsection 4.8 pursuant to Amendment No. 1; 4.8 Grantee agrees that is shall fulfill in a timely manner all of the conditions required by the City Commission Directives, as instructed, modified or waived by the City Commission as set forth in the Definitive Documents to be negotiated by the City Manager and MMOS with the other applicable parties. Grantee further agrees that (allure by Grantee to fulfill any of the conditions of the Directives, unless such condition(s) is/are subsequently waived or modified by the City Commission, shall constitute a default of the particular Definitive Document containing the particular condition that is not fulfilled. If in the future in the event that any conflict or inconsistency occurs between the terms of this Amendment, the Original Grant Agreement, and any terms of any other appropriate and applicable Definitive Document(s), then the terms of such other appropriate and applicable Definitive Document(s) shall control. 5. Homeland Defense Bonds, 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, and Serio 2009, collectively "Homeland Defense/Neighborhood Improvement Bonds" (the "Bonds"), it is a condition precedent to the CITY's ability to lawfully enter into this Agreement, as amended from time to time, that the City receive'a recommendation from its Bond Oversight Board regarding 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 (i) the original CITY FUNDING AMOUNT of $700,000 for these stated purposes at its May 24, 2005 meeting; and , (ii) 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 terr'ns, conditions, representations, warranties, and covenants of Section 6 of the b>riginal Grant Agreement remain in full force and effect as amended by this Amendm6nt. 6. Match Required: Section 10 of the Original Grant Agreement is hereby amended as follows: The GRANTEE shall identify, secure and expend an amount equal �,o the CITY FUNDING AMOUNT up to an amount not to exceed One Millien Fe4,- Hundred Thousand Dollars ($2,700,000) as the required matching funds for the Work. At the request of DIRECTOR, GRANTEE shall furnish such evidence of matching funds as DIRECTOR deems appropriate, including submittal of an audited financial statement prepared by an -Independent Certified Public Accountant, Any portion of the GRANTEE match funds not substantiated will result in a Amendment No. 2 6 proportionate reduction in the CITY FUNDING AMOUNT up to an amount not to exceed Qne }MITA-m Fear Hundred —and --Tp fty=Eight Th {$ ,Two Million and Seven Hundred Thousand Dollars ($2,700,00) 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. 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 as amended remain in full force and effect as amended and continued by this Amendment, includi'ng all Exhibits to both the Original Amendment, Amendment No. 1, and this Amendment No. 2, 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 No. 2, Amendment No. 1, and the Original Agreement as they collectively form the Agreement are of no force or effect. 8. 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. Amendment No. 2 IN WITNESS WHERE0F, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day- and year above written. ATTEST: Priscilla A. Thompson, City Clerk Date: "City" CITY OF MIAMI, a municipal corporation in Pedro G. Hernandez, City Manager "GRANTEE" MUSEUM OF SCIENCE, INC. (D/B/A/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -Far -Profit Corporation Print Name: Name: (Authorized Corporate Officer) APPROVED AS TO FORM AND CORRECTNESS: Julie 0. Bru City Attorney ATTEST: By; Print Title: (Corporate Seal) APPROVED,AS TO INSURANCE REQUIREMENTS: LeeAnn Brehm ' Risk Management RESOLUTIONS NO, 05-0416, 08-0172, and 09 - Amendment No. 2 8 COMPOSITE EXHIBIT A ("ORIGINAL GRANT AGREEMENT") PROJECT CO-OPERATION AGREEMENT, DATED AS OF JULY 21, 2005, AMENDMENT NO. 1, AND ALL EXHIBITS AND ATTACHMENTS THERETO (INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution Amendment No. 2 Composite EXHIBIT A-2 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 Amendment No. 2 10 -- To be completed before document execution D/B/A Certificate for MMOS and EXAMPLE NOT-FOR-PROFIT CORPORATION RESOLUTION WHEREAS, desires to enter into an Amendment ("Amendment") to the original Project Co-operation Agreement for B- dated , 200_, (the "Original Grant Agreement") but effective as of , 200_ with the City of Miami for the purposes of amending the Original Grant Agreement for the purposes of 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 that as the I and as the 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 20 A Florida Not -For -Profit Corporation Signature Name: Title: Attest: Signature of Not -For -Profit Corporation Secretary Name: (Corporate Seal) Amendment No. 2 11