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HomeMy WebLinkAboutLegislation V2-SUB7- .SL P' L 3/ai 0B Draft 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 PROJECT: Project Location: Grantee Project Manager: Museum of Science & Planetarium (including Planning & Design and Renewable Project) Miami Bicentennial Park Commission District Energy 2 (Sarnoff) Name Phone Fax Jonah Pruitt III, Executive Vice President 305-646-4290 305-646-4430 Notifications Regarding this Document Address to Name Gillian Thomas, President Phone Above Fax above Mailing Address 3280 South Miami Avenue CITY Miami State FL Zip 3312 Street Address same Miami FL 3312 CITY FUNDING AMOUNT: $ Homeland Defense/Neighborhood Funding Source Improvement Bonds - Museum of Science - Bicentennial Park Enabling Legislation: Resolutions05-0416 and Total Estimated Project Cost: 08- Adoption Date 07/07/05 and B-78502 $272,800,000 CIP Job Number: (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 _ 2008, (but effective as of , 2008, "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 & a . Floc • a not -for -profit corporation, whose principal address is 3280 r` '1i ' i "'tame i3 q � R . AL ment 114155 NRTEi DOF THIS o 1'h10° ; 'i2 — STITUTION TO A µ CAN F31 1 WITNESSETH: 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 intemational 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 OS and Miami -Dade County and to secure a legal arrangement T dS A SUBSTITUTION TO 4-1 CAN BE 2 SEEN AT END OF HIS DOCUMENT with the parties for the design and implementation of the Project at said City -owned park; and 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- adopted , 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 `" I1e, iRj TlTUTION TO OI Pm A - BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT 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 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- 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; 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- 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 Exhibit C". Grantee's Not -For -Profit Corporation Resolution dated , 2008 authorizing its execution, delivery and entering into of this Amendment is hereby incorporated, made a part of this Amendment and the Original Grant Agreement and attached hereto as "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: Subsection 1.4 of Section 1 of the Original Grant Agreement is hereby amended as follows: ---�-�v F�Jrlale�Exaenes: For •ur.oses of this Agreement, Project -related costs THIS DO ,At' 141181Ae '+� .,_,,• ed to mean yy AL CAN BE h .k F �... �rll�l�ocume�114177' `R+' � `� � ��. O .i 'O q ';1a,o, 1 u �'? � .�• A AT END OF THIS DOCUMENT 4 f' and include fees for professional engineers, architects, landscape architects, surveyors, mapping, other bonafide design professionals, planning professionals and related materials, and 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 Enemy 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 (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. 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 $700,000 One Million, Four Hundred and Thirty Thousand Dollars ($t430,000), the CITY FUNDING AMOUNT, from the designated FUNDING SOURCE for the WORK approved by the Enabling Legisiations_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. 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, "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 fa erable-recommendation from its Bond Oversight Board stating that the rwtirtn of the proceeds of the t ' ` ' ITY R r7o, Atewl ORIGINAL CAN BE 5 SEEN AT END 07 THIS DOCUMENT t`+ii `a.. ►i 10 el ice. .l- r 'Bonds' wr1d ll�sPe and conditions of this Agreement i This condition has been fully performed as the Bond Oversight Board approved ID 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 eeting of June , 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. 5. 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 ef-$700,000 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 furnish 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 ef-$790,000 up to an amount not to exceed One Million Fo r Hundred and Thirty -Eight Thousand Dollars ($1.438,000) 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. 6. Severability: A new Section 24 is hereby added to the Original Grant Agreement as follows: 24. Severability: Should any provision, paragraph, sentence, word or p_hrase contained , in this Agreement be determined by a CQUrt of co mpetentjurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, sucf i provision, paraaraph sentence, word or phr. se 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 Agreementshall remain unmodified and in full force and effect or limitation of its use. 7. 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 ' hed hereto and made a part hereof. t" I' i F7' , SUBSTITUTION T 0:Document 1141 a afi 31 i1 r� CAN . r SEEN AT D OF 1I DOCUMENT 8. 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. 9. 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. ATTEST: "City" CITY OF MIAMI, a municipal corporation By: Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager Date: "GRANTEE" MUSEUM OF SCIENCE, INC. (D/B/A/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation ATTEST: By: Print Name: Print Name: Title: Title: (Authorized Corporate Officer) (Corporate Seal) APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney rjj:Document 114155 LeeAnn Brehm Risk Management Director 7 RESOLUTIONS NO. 05-0416 and 08- "19,,MINNM,* THIS DOr.,,U7,',,r,-",-,: 1, '4kj N., 5 4 ,.::••• [dr-1 '1. ; • e--t4i1KIA 0 . SEEN AT END F TIS Ift 1/4" k.,. N ;61, ..4,1,..,..1,10,,T.....74.AISE.TrAtiallnAlittlARMWOIEMAIG7...iiitEMP9201MIMIVEARMSM10.111111M.ANSEMONWEW SUBSTITUTION TO; CAN BLLE rjj:Document 114155 8 COMPOSITE EXHIBIT A ("ORIGINAL GRANT AGREEMENT") PROJECT CO-OPERATION AGREEMENT, DATED AS OF JULY 21, 2005 AND ALL EXHIBITS AND ATTACHMENTS THERETO (INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution 18 sueSTITUTION TO DOCUMENT rp:Document 114155 9 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 Ank, WIPAWILM.IRISWANCIWONRIIIMUIVAITI.F.1.11,231WfWAIM.V.51.11SVR- , , JO.% r Q 0, L HON TO it, 4 .4.-J, 2., "Are,i A ar: rilDocument 114155 10 Exhibit A-1 Budget for DOE Appropriation THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT A& B Senior (and Other) Personnel Gillian Thomas, President/CEO (5%), to oversee implementation and ensure coordination with the overall new Museum project Sean Duran, Vice President, Exhibits 30%), to oversee overall integration with the Museum's Sustainability Platform, and exhibit design J. Santer, Sr. Director, Content Coordination (20%), to support development of content for the weather station and energy playground and ensure alignment with the new Museum's broarder energy and educational themes Brooks Weisblat, Sr. Director, Instructional Technology (15%), to oversee design and installation of Web interface for weather station, and data analysis James Herring, Exhibits Manager (30%), to oversee fabrication and installation of the Energy Playground Carlos Plaza, Exhibit Developer (20%), to develop bilingual graphics and interpretive materials for weather station and energy playground Sam Hall, Web Developer (25%) to develop and maintain weather station web page interface D. Equipment Equipment for weather station Solar panels 'qui'pme� fi E. Travel Visits to fabrication site Exhibit A-1 Page 1 of 3 DOE City FPL Total 10,750 0 0 10,750 30,000 0 0 30,000 17,738 0 0 17,738 14,494 0 0 14,494 15,390 0 0 15,390 10,130 0 0 10,130 9,464 0 0 9,464 ',966 ,912 0 18,000 8,000 0 0 18,000 ,000 0 8,000 IHIS DOS` IS A SUBSTITUTION TOI ra 4 u� � _ �, �_..✓ ., 1, �� . �.s i S v..yr' I 1 r d ... CAN B E ,. is SEEN AT END OF THIS DOCUMENT Consultants' visi n rave 15,000 0 0 15,000 Local travel and subsistence 5,000 0 0 5,000 tal travel 2800 D ... 00`.��28,000 F. Participant Costs 0 0 0 0 G. Other Direct Costs 1. Materials and Supplies Architectural models 0 50,000 0 50,000 Materials, energy playground 0 75,000 0 75,000 Materials, maintenance of Web interface 10,000 0 10,000 Costs associated with weather station, playground and website fabrication/installation: Contractor, weather station installation 0 10,000 0 10,000 Energy playground fabrication 0 400,000 0 400,000 Software development for Web interface 25,000 0 0 25,000 Subtotal, materials & supplies 35,000 535,000 0 570,000 2. Publication/documentation 0 0 0 0 3. Consultant Services OLI Oversight (weather station) 0 10,000 0 10,000 OLI Oversight (data analysis) 5,000 0 0 5,000 OLI Oversight (design & planning) 0 25,000 0 25,000 OLI Oversight (prototyping & fabrication) 0 10,000 0 10,000 OLI Oversight (Web design & maintenance) 5,000 0 0 5,000 OLI Oversight (Sustainability Platform) 10,000 0 0 10,000 Architecture & Engineering (data analysis) 20,000 0 0 20,000 Architecture & Engineering (design & planning) 277,000 123,000 0 400,000 Architecture & Engineering (prototyping & fabrication) 0 15,000 0 15,000 Architecture & Engineering (Sustainability Platform) 10,000 0 0 10,000 Sustainability consultant 30,000 0 0 30,000 Subtotal, consultants 357,000 183,000 0 540,000 4. Computer Services 0 0 0 0 5. Subawards 0 0 0 0 6. Other 0 0 0 0 Exhibit A-1 Page 2 of 3 Total Other Direct CostS,-;;,, = I. Indirect Costs Overhead @ 33% (provisional federal rate) on Total Direct Costs minus E, F and G.5 (where applicable) cM , ',Cos .ar • din , Atpl,VNAMERfammosartin4,,,F 392,000 718,000 0 1 110 000 553,878 736,000 1,289,878 182,780 0 36,000 v ,4,,, 7.. TUTON 3 ) tj JO ' w L4.„,,-: •A, %., t ,,-...,..) i ;,,. ..,; ,,,,- — 1 -1,,., , ,,-.. -..- 3 s ''' : 1 ''' ' - .r : '' '. 1 'F-ir AAL CAN BE .', , -' , , .1-. , , L., ..... ,.;;; i i _ „, -9, IF -.-. Tt i %,,„,) IL- rz i '''''- END OF THIS DOCUMENT ".,, rz r-_-- Exhibit A-1 Page 3 of 3 0 182,780 i658 0 6 000 1,472,658 Composite EXHIBIT B ENABLING LEGISLATION FOR AMENDMENT AND ALL ATTACHMENTS/EXHIBITS THERETO TH J SEEN rjj:Document 114155 To be provided upon document execution 7,PERTC,116,MMIRFLAIMIEVRIMMIM, "TLTFONTO CAN BE PNIT 11 Composite EXHIBIT C UPDATED INSURANCE REQUIREMENTS To be provided upon document execution enmaratworeistagentaacnnieamm Iff,11"WDZAIIVRItXdrePteEPWRVOMYVKAMIMITI.11* THIS DOCU rvi F NT ; S A S1JBErflTUTiON TO R I AL CAN F3 E SEEN AT rn:Document 114155 1,0GUMN1 • wasegmagoimmotattommoweRgenwtommontgav 12 EXHIBIT D To be completed before document execution 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 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 TO THE PROJECT COOPERATION AGREEM DATED JULY 21, 2005 (THE "ORIGINAL GRANT AGREE T") TO BE DISTRIBUTED PRIOR TO CITY COMMISS MEETING