Loading...
HomeMy WebLinkAboutMOUMEMORANDUM OF UNDERSTANDING AMONG MIAMI-DADE COUNTY, CITY OF MIAMI, THE MIAMI SPORTS AND EXHIBITION AUTHORITY, THE MIAMI ART MUSEUM OF DADE COUNTY ASSOCIATION, INC., THE MUSEUM OF SCIENCE, INC. AND THE HISTORICAL ASSOCIATION OF SOUTHERN FLORIDA, INC.. CONCERNING THE DEVELOPMENT, DESIGN, CONSTRUCTION AND OPERATION OF THE MUSEUM PARK PROJECT TABLE OF CONTENTS. Purpose and Intent Parties to the Museum Park Project Agreements Museum Park Project Financial Contributions Agreements Other Provisions Termination Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" The Land The Site Plan Museum Park Design Development Documents Financial Contributions Page 2 I. PURPOSE AND INTENT The purpose and intent of this Memorandum of Understanding ("MOU") is to provide for the general terms and conditions among Miami -Dade County (the "County"), the City of Miami (the "City"), the Miami Sports and Exhibition Authority (the "MSEA"), the Miami Art Museum of Dade County Association, Inc. (the "MAM") and the Museum of Science, Inc. (the "MSM") with respect to their joint efforts to design, develop, construct and operate museums and park facilities to be located in Bicentennial Park , which parcel of land is depicted in Exhibit "A" (the "Entire Site"). MAM and MSM shall be collectively referred to as the "Museums," and the Museums, collectively with the County, the City and the MSEA shall be referred to as the "Parties." This MOU constitutes an acknowledgement of the intent of the Parties to negotiate in good faith the definitive agreements described in Section V herein (the "Definitive Agreements") that incorporate the terms and conditions set forth herein, which Definitive Agreements shall be subject to approval by the City Commission (the "Commission"), the Board of Directors of the MSEA (the "MSEA Board") and the Boards of Directors of the Museums (the "Museums Boards"). The new Miami Art Museum of Dade County Association, Inc., new Museum of Science, Inc., the Park (as defined in Section III) and associated land and infrastructure improvements are referred to as the "Museum Park Project." It is also the Parties' intent that the planning, design, development, construction and operation of the Museum Park Project be a cooperative, mutual endeavor and that the Parties actively participate in and work together in good faith to negotiate all necessary agreements. This Agreement may be terminated by any Party in accordance with Section VII herein. II. PARTIES TO THE MUSEUM PARK PROJECT AGREEMENTS a. The City. The City is the owner of the Entire Site on which the Museum Park Project will be developed, The City will lease to the MSEA the portion of the Entire Site depicted in the Site Plan, attached hereto as Exhibit "B" (the "Museum Site") where the Museums and related under -building parking structures (the "Museums Parking Facilities") will be developed (collectively, the "Museum Component"), for the exclusive purpose of development and operations of the Museum Component, as herein contemplated (the "MSEA Lease"). The Parties acknowledge that Exhibit `B" also depicts an area, identified in said exhibit as "Area A," which is currently not owned by the City, and consequently is not part of the Museum Site. The City agrees to seek permission from the owner of Area A to allow Area A to be used for access roadway to the City maintenance facility, as contemplated in Section III below. The MSEA Lease shall have a term of thirty (30) years, and shall be automatically renewed for two (2) terms of thirty (30) years and one (1) term of nine (9) years, provided no defaults have occurred under the terms of the MSEA Lease and/or the MSM Sublease or the MAM Sublease (defined below). At the end of the term of the MSEA Lease, the Parties shall attempt in good faith to negotiate the continued use of the properties for Museum purposes. The disposition of the properties, in the event the Parties are unable or unwilling to continue to use the properties for the purposes contemplated in this MOU, will be addressed in the MSEA Lease. The Park portion of the Land and related parking ("the Park Component") will be developed and operated by the City or its designee. b. The MSEA. The MSEA will sublease to the MSM (the "MSM Sublease") the land for the MSM portion of the Museum.Component, which parcel of land is depicted in Exhibit "B" (the "MSM Site") and to MAM (the "MAM Sublease") the land for the MAM portion of the Museum Component, which parcel of land is depicted in Exhibit "B" (the "MAM Site") (collectively the "Subleases"). The Subleases shall require, among other things, that the MSM and MAM, respectively, (i) construct its Museum and its portion of the Museums Parking Facilities and associated infrastructure, (ii) use, operate, maintain and manage the Museum continuously for the purposes contemplated in this Agreement, and no other purpose, and (iii) comply with its obligations under this Agreement. The Subleases shall contain the above -outlined requirements and any other requirements agreed to by the City and MSEA in the MSEA Lease. c. The County. The County will provide funding to the Museums for the Museum Component from the Building Better Communities General Obligation Bond Program (the "BBC GOB Program"), subject to the ability of the County to issue bonds in the future, and the successful negotiation, approval and execution of all necessary grant agreements. d. MAM. MAM is the private, non-profit corporation that will design, construct, manage, use, maintain and own, during the term of the MAM Sublease, the improvements on the MAM portion of the Museum Component which includes a new 150,000 sq. ft. art museum building (the "MAM Building") , under -building parking, loading docks, visitor drop-offs, access roads, internal site roadways, and outdoor features. MAM will present exhibitions, expand its art collections and offer educational programs for the benefit, enjoyment and education of the public, in accordance with the MAM Sublease. MAM and MSM will cooperate to plan and design the Museum Parking Facilities which include the MAM under -building parking. The Parties recognize that the MAM improvements may be constructed in two (2) phases and that the first phase shall be no less than 100,000 square feet. The square footage for the MAM Building size set forth in this MOU is subject to change based on factors such as construction market conditions and subject to the review and approval of the County and the City and subject to the requirements of the BBC GOB Program. However, the total area to be subleased to MAM shall be approximately four (4) acres. e. MSM. MSM is the private, non-profit corporation that will design, construct manage, use, maintain and own, during the term of the MSM Sublease, the improvements on the MSM portion of the Museum Component which includes a new 250,000 sq. ft. science and technology museum, planetarium and an aquarium (the "MSM Building"), 25,000 sq. ft of segregated, museum quality space,* with separate ingress and egress for exhibits and programs, which the MSM agrees to provide to the Historical Association of Southern Florida, Inc. (the "HASF") in accordance with the BBC GOB Program, showcasing South Florida's history (the "HASF Space"), loading docks, visitor drop-offs, access roads, internal site roadways, under -building parking, and outdoor features. MSM will offer participatory indoor and outdoor exhibits, educational programs and collections for the benefit, enjoyment and education of the public, in accordance with the MSM Sublease. MSM and MAM will cooperate to plan and design, the Museum Parking Facilities which include the MSM under -building parking. The square footage for the MSM Building, including the HASF Space in this MOU is subject to change based on factors such as construction market conditions. By mutual agreement of the MSM and the HASF, and subject to the review and approval of the County and the City, these square footage building sizes may be adjusted, as necessary, proportionately or by some other mutually agreed upon method, subject to the requirements of the BBC GOB Program. However, the total area to be subleased to MSM, including the HASF Space shall be approximately four (4) acres. f) HASF. The HASF is the private, non-profit corporation that will at its own expense design, develop and build a permanent exhibit and present temporary exhibits in the HASF Space. HASF joins in the execution of this MOU to signify its agreement only with respect to matters pertaining to it. III. MUSEUM PARK PROJECT General. The Museum Park Project ("Project") shall be designed, planned, constructed and operated upon the Entire Site as depicted in Exhibit "A." Each component of the Project, including each Museum and the Park Component, is depicted in the site plan developed by Cooper Robertson and Partners ("Cooper Robertson") attached hereto as Exhibit "B" (the "Site Plan"). Cooper Robertson, the architectural and urban design firm hired by the City to work with the Parties, has developed a Museum Park Master Plan, Program of Requirements and Design Principles that includes: the Site Plan delineating the locations of the Museums and general design guidelines for the Museums; design development plans for the Park (including but not limited to landscape, structures, infrastructure, access roads, parking and marine project elements); and a course of action for addressing other critical infrastructure and development issues. The Parties acknowledge receipt of the Museum Park Design Development Documents prepared by Cooper Robertson and referenced hereto as Exhibit "C" (the "Museum Park Design Development Documents") and agree to work jointly and with Cooper Robertson to reach a consensus regarding the key issues, including but not limited to the site plan, design guidelines and the timetable for completing each component of the Project. Exhibit "C," as amended from time to time, is on file with the City's Department of Capital Improvements and with the County's Office of the County Clerk. The Parties acknowledge that as of the date of this MOU the City intends to fund the Park Component from tax increment revenues from the Omni Community Redevelopment Area (the "CRA"), subject to the expansion of the CRA's boundaries. In the event the CRA boundaries are not expanded and the City does not identify other funds sufficient to complete the Park Component as specified in the Museum Park Design Development Documents, then the Parties shall work collaboratively and with Cooper Robertson to reach a consensus regarding any adjustments to the scope of the Park Component. The Parties further acknowledge that the Park Component and related infrastructure may not be developed on the same schedule as the rest of the Project. It is the intent of the City and the Museums to coordinate the work and the development of the different components, such as infrastructure and shared facilities to minimize time and maximize cost savings. By way of example, if the development of the Museum Component requires the completion of work that the City may be required to perform but at the time the need arises is not ready to do so, then, to the extent feasible, the Museums shall attempt to have the work completed with the City and the Museums to pay their prorated shares of such cost. It is the intent of the City that by the opening date of the Museums Component, it will make sufficient improvements to the Park to open the Park to the public and to provide an attractive setting for the opening and operation of the Museums to the extent of availability of funding. The Parties agree to constitute a Museum Park Project Steering Group ("Museum Park Steering Group") comprised of representatives from each of the Parties to oversee and coordinate the planning, design and construction of the Museum Park Project and the development, implementation and marketing of programming for the Museum Park Project. The Museum Park Steering Group shall meet regularly to accomplish the purposes for which it will be constituted. Miami Art Museum of Dade County Association, Inc.. The Museum Park Project plans include the MAM Building, the under -building parking to be developed cooperatively with the MSM, loading docks, visitor drop-offs, access roads, internal site roadways, and outdoor features all to be built within the 4 acres of property, as depicted in the Site Plan. The City will work cooperatively with the MAM. (but without assumption of any liability and at no cost to the City) to develop and facilitate the implementation of a plan to incorporate art elements and programming in the Park, provided that MAM shall not charge the public a fee for the art elements and programming within the Park. The MAM facility shall be designed, developed, constructed and operated by the MAM as a first class cultural facility comparable with museums of similar size and scope and shall be in general conformance with the Museum Park Design Development Documents. The cost of operating, managing and maintaining MAM shall be borne by MAM. The financing of the cost of construction of the MAM facilities shall be as provided in Exhibit "D," Financial Contributions and Section IV. Museum of Science, Inc.. The Museum Park Project plans include the MSM Building, the HASF Space, the under -building parking to be developed cooperatively with the MAM, loading docks, visitor drop-offs, access roads, internal site roadways, and outdoor features all to be built on 4 acres of property, as depicted in the Site Plan. The City will work cooperatively with the MSM (but without assumption of any liability and at no cost to the City) to develop and facilitate the implementation of a plan to incorporate science elements and programming in the Park, provided that MSM shall not charge the public a fee for the science elements and programming within the Park. The MSM facility shall be designed, developed, constructed and operated by the MSM as a first class cultural facility comparable with museums of similar size and scope and shall be in general conformance with the Museum Park Design Development Documents. The MSM shall solicit input from and work cooperatively with the HASF to obtain agreement pertaining to the location and design of the HASF Space and shall obtain input from the HASF on the design of all shared areas within the MSM. In addition, the HASF shall design, develop and construct the HASF exhibit space as a first class exhibit comparable with exhibits of similar size and scope. The cost of operating, managing and maintaining MSM shall be borne by MSM. The cost of operating, managing and maintaining HASF shall be borne by HASF. The financing of the cost of construction of the MSM facilities shall be as provided in Exhibit "D" and Section IV. Museum Parking Facilities. The Museums shall agree to cooperate to plan, design and develop the Museum Parking Facilities as a single, continuous under -building parking structure for the Museums. Each Museum shall be responsible for the construction, operation and management of its own portion of the Museum Parking Facilities at the Museum's sole cost and expense. The terrns and conditions for cooperation on planning, designing and developing the Museum Parking Facilities, for coordinating the Museums' Project timetables to develop the Museum Parking Facilities, and for separately constructing and operating each portion of the Museum Parking Facilities will be included in the Master Development and Management Agreements and agreements that will be negotiated between the MAM and the MSM which shall be subject to the approval of the City and MSEA, provided that such approval shall not be unreasonably withheld, conditioned or delayed. The Museums agree to provide as many under -building spaces as is feasible, with the goal of a total of 500 parking spaces to the public during business hours. Park. The Museum Park Project plans include a park of approximately 21 acres of land (the "Park"), including but not limited to landscape, structures, infrastructure, access roads, and parking (the "Park Component"). The Park shall be designed, developed, constructed and operated by the City, or the City's designee and, subject to the provision contained in the Section III, shall be in general conformance with the Museum Park Design Development Documents, as amended from time to time. The City will work cooperatively with the Museums to develop and facilitate the implementation of a plan to incorporate art, science and history elements and programming in the Park, at no cost to the City. This includes working with the MAM to integrate sculpture(s) into the Park and with the MSM and the HASF to include external components of their programs into the Park on a non-exclusive, non -permanent basis. In addition, all Parties will work together cooperatively to establish and implement coordinated programs to promote the overall identity of Museum Park Project, including but not limited to signage, marketing, branding, and public relations. The cost of maintaining the Park, including the Baywalk, shall be borne by the City or the City's designee and the cost of construction of the Park Component shall be as provided in Exhibit "D" and Section IV. Infrastructure. The Museum Park Project includes the following responsibilities for addressing infrastructure issues, subject to the monetary limitations set forth in Exhibit "D" and Section IV: • Environmental Conditions. The Museums shall have one hundred -eighty (l80) days after approval of this MOU by all Parties in which to deliver to the City a cost estimate of any environmental remediation necessary to provide a clean Site necessary for the Museums to construct their facilities (the "Environmental Cost"). The City agrees to pay up to Two Million Dollars ($2,000,000) toward the Environmental Cost. In the event the Environmental Cost exceeds $2,000,000, there shall be a period of ninety (90) days from delivery of the cost estimate of the Environmental Cost for the City and the Museums to agree how to apportion payment of the amount of Environmental Costs which exceed $2,000,000. If the Parties do not reach an agreement allocating responsibility for Environmental Cost in excess of $2,000,000 within ninety (90) days after the delivery of the cost estimate to the City, then this MOU shall be null and void and of no further force and effect. • Site Improvements. The Museums shall be responsible for all costs required to design, develop, construct, and maintain all site improvements required for construction of the Museums Component, which shall include but not be limited to demolition, utility relocations, water, sewer and sanitation work, street improvements, landscaping and hardscaping, and other customary infrastructure work up to the boundaries of the Park Component. The City shall be responsible for all costs of utilities and roadways within the Park Component. The Museums, in cooperation with the City, shall develop a master infrastructure plan for the Museum Park Project. The .City will work cooperatively with the Museums to coordinate infrastructure needs for the Museums and for the Park Components and to develop and include in the Master Development Agreement a plan to share the costs of infrastructure needs that serve both the Museums and the Park Components to the extent that it is mutually beneficial and cost efficient for the City and the Museums. Roadways. The Museums shall be responsible for designing, developing, constructing and maintaining access roadways on the Museum Site for the Museum Component. The Parties agree to coordinate construction of the roadways as to not unduly interfere with the construction of the Museums Component and to make their best efforts to minimize the impact on other functions that may be taking place at Bicentennial Park during the construction phase of the Project. The Museums shall be responsible for all costs of providing and maintaining all landscaping and hardscaping that occur within the boundaries of the Museums' site. The Parties agree to explore, in good faith, the potential for cost sharing by the City and the Museums for the design, construction and maintenance of the roadway within the Museum Site that also serves the Park maintenance facility. A portion of the roadway and City maintenance facility lie in the area identified as "Area A" on Exhibit B, which is currently not owned by the City. The parties acknowledge that the City will be seeking approval from the appropriate authority(ies) to use Area A for an access road to the maintenance facility. In the event the City is unable to obtain the appropriate approvals, then the City, MSEA and the Museums shall make the necessary modifications to the leased areas if needed to continue to provide the acreage contemplated in this MOU. • Museum Parking Facilities. The Museums shall agree to cooperate and be responsible for all costs required to design, develop, separately construct and operate Museum Parking Facilities within their respective sites. The Museums intend to construct as many under -building parking spaces as feasible, with a goal of 500 parking spaces, which shall be available to the public at all times during business hours. • Park Parking Facility. The City shall be responsible for all costs required to design, construct, develop and operate parking located in and necessary for the Park (the "Park Parking Facility"). • MetroMover Station. The County shall be responsible for all necessary costs related to the re -opening of the Bicentennial Park MetroMover Station subject to the review of the Museum Park Design Development Documents by the Miami - Dade County Transit Department, the acceptance by the Parties of all changes that are considered necessary by the Miami -Dade County Transit Department, and as provided in Exhibit D. • Pump Station #2. The County shall be responsible for all costs related to necessary improvements to Pump Station #2 subject to: the review of the Museum Park Design Development Documents by the Miami -Dade County Water and Sewer Department; any changes that are considered necessary by the Miami -Dade County Water and Sewer Department; and the City and County agreeing to work cooperatively to resolve the existing boundary issues regarding City and County property lines for Pump Station #2, and as provided in Exhibit D. • Biscayne Boulevard. The Museums and the City shall cooperate to determine responsibility for the cost, if any, necessary to gain access to and from Biscayne Boulevard. IV. FINANCIAL CONTRIBUTIONS. City Financial Contribution. The City intends to contribute up to $151 million to the Museum Park Project, to be applied to the components and in the manner set forth in Exhibit "D." The Parties acknowledge that up to $68 million of the City's contribution is allocated to the Park Component, subject to the Park Component's final design and project schedule, which may contemplate phases. It is contemplated that the cost of the Park Component will be funded from the tax increment revenues from the CRA, subject to the expansion of the CRA's boundaries. In the event the CRA expansion does not occur, the City may not be able to identify and secure other revenue source(s) for the Park Component in order to satisfy the Museums' timetable_ Therefore, to the extent feasible, the Parties shall coordinate the work and the development of the infrastructure and shared facilities to reach maximum time and cost savings and, if necessary and feasible, and with the consent of the City, the Museums may proceed with portions of the work that the City may be required to perform, but at the time the need arises is not ready to do so, with each Party to pay its prorated share of such cost, within a reasonable timeframe. The Parties acknowledge that the ability to open the Museums will be positively influenced by the City's development of the Park Component and the Parties will take this into consideration in developing the timetable for the Museum Park Project. The City's contribution does not include Park improvements south of the FEC slip with the exception of the slip fountain and does not include the other slip improvements including the pedestrian bridge over the slip, which are not part of the Park Component. ' County Financial Contribution. Subject to the County's ability to issue bonds in the future, and the successful negotiation, approval and execution of all necessary agreements, the County shall provide $275 million from Building Better Communities GOB Program proceeds to the Museum Component of the Project to be used for the purposes set forth in the Building Better Communities GOB Program and summarized in Exhibit "D." The MSEA Lease and the Subleases shall provide that if the County is not able to issue the bonds, as contemplated herein, within a date to be specified in those agreements, then the MSEA Lease and the Subleases shall terminate and the Parties shall have no further rights and obligations thereunder. Museums' Financial Contributions. As shown in Exhibit "D," the County and the City have provided, or shall provide, their contributions to the MAM and the MSM, as herein stipulated, for design, construction, site improvements, infrastructure and required environmental remediation, as set forth in the Master Development Agreement and subsequent respective agreements with the MAM and the MSM. These agreements will outline the amounts of, schedules for and use of the matching funds from the Museums necessary to design, develop, construct, operate and maintain the Museums. The MAM shall raise approximately $120 million in matching funds to complete the MAM project. The MSM shall raise approximately $100 million in matching funds to complete the MSM project. The intention of the Parties to proceed with the Definitive Agreements and other necessary agreements specifically will require each of the Parties to demonstrate its ability to secure all funds as outlined in this MOU and in subsequent agreements. The Parties agree to use reasonable, diligent efforts to secure such funding. It is understood that fundraising by the Museums can be contingent upon there being substantial progress demonstrated on the Museum Park Project. In addition, it is understood that donors often structure the payment of contributions to occur over a multiple year period and that a draw down schedule will be developed by the Museums and included in the Master Development Agreement to demonstrate the availability of the private sector funding necessary to complete the Museums. The Subleases shall provide that if the Museums are not able to raise the amounts shown in Exhibit "D" within a date to be specified in those agreements, as such amounts or dates may be modified by agreement of the Parties to the Subleases, then the Subleases shall terminate and the Parties shall have no further rights and obligations thereunder. Notifications Regarding Financial Contributions. Each of the Museums, the County and the City agrees to notify promptly in writing the other Parties in the event that it becomes aware of any material variation in the amounts of, schedules for or uses of amounts to be contributed by such Party pursuant to this MOU. The Definitive Agreements shall include, where appropriate, notification requirements similar to those expressed in the immediately preceding sentence. V. AGREEMENTS Museum Park Plan. The Parties must give their final approval to the Museum Park Design Development Documents (Exhibit "C"), as same may be amended in accordance with this MOU, as a condition precedent to proceeding with the design and construction of the Project. The Museums and the City may proceed with their respective architectural selection processes in advance and in anticipation of the approval of the Museum Park Design Development 'Documents, subject to applicable law and the requirements of' the BBC GOB Program and Homeland Defense Bond Program, where applicable. Master Development Agreement. As a condition precedent to proceeding with construction of the Project, the City and the Museums shall negotiate, approve and execute a Master Development Agreement encompassing all of the components of the Project that shall include, among other things, details regarding the matching funds and private funding draw down schedules, development and cost overrun guarantee, construction coordination among components of the Project (i.e., the MAM Building, the MSM Building, Museum Parking Facilities, the Park Component and Infrastructure), construction administration procedures, and rights and responsibilities of the City and the Museums to ensure construction on the schedule agreed to by the Parties. To the extent feasible and cost effective, the Parties to the Master Development Agreement shall be required to make a positive effort to procure supplies, equipment, construction, and services from minority and women owned businesses and to utilize businesses located in or owned by residents of the areas designated by the City. The Master Development Agreement also may address areas that may be developed and/or operated jointly by the City and the Museums (e.g., infrastructure and utilities, parking, etc.). The Parties agree that each Museum will serve as the Project Developer for its own facility (the "MAM Project Developer" and the "MSM Project Developer," respectively) and that the City, or the City's designee, will serve as. the Project Developer for the Park Component (the "Park Project Developer"). In each case, each Project Developer shall manage and control the design, development and construction of its component of the Project. Each Project Developer shall be responsible for the pre -development issues required forits component of the Project, including but not limited to, regulatory reviews and approvals, traffic, parking and engineering analysis, etc. in accordance with any applicable laws, the costs of which shall be funded by each Project Developer from its monies. Each Project Developer shall retain appropriate professionals to assist in the compliance of these pre -development issues and coordinate its activities with the other Project Developers. Each Project Developer or its agents shall be responsible for the design, construction, site improvements, infrastructure and required environmental remediation, subject to Section III, of its component of the Project, including, as applicable, the competitive selection of architects and engineers, contractors, consultants and any project/construction managers in accordance with State and local law and the development of all plans, designs, schematics, specifications, drawings and programs for the construction of its component of the Museum Park Project, provided such plans shall be in general conformance with the Museum Park Plan and shall be coordinated with the other Parties' plans. Each Project Developer agrees to provide the other Parties with copies of its Design Team's scope for work on its component of the Museum Park Project. At each stage of the architectural and engineering work on its component of the Museum Park Project, each Project Developer shall provide to the other Parties reports of progress on the design work and construction estimates for review. Each Project Developer shall work cooperatively and in good faith with the other Parties to maintain project timetables. The City, as owner of the Land, shall have the rights of review and approval of applications for building, .zoning, planning or development. The City recognizes its role as a partner in the development of the Project and, subject to the provisions of Section I hereof, shall use reasonable, diligent efforts to take actions necessary to facilitate the permitting process in order to facilitate the commencement and completion of construction of the Project, as soon as practicable. The County shall have rights of review and approval for general conformance with the Museum Park Design Development Documents of all design and design related matters to the extent agreed upon by the Parties in the Master Development Agreement provided that such approval shall not be unreasonably withheld, conditioned or delayed. The County shall have the right to review all construction and procurement related matters of the Project, as required by applicable law and the Building Better Communities GOB Program. The County may utilize its own staff or may hire a third party independent project management firm, which is not a member of the Design Teams ("Museum Park Program Manager"), to review and monitor on the County's behalf the design and construction of the Museum Park Project. The costs of such services shall be paid by the County. In regard to the City's and/or the County's rights of review and approval, the Master Development Agreement shall set forth procedures and timetables for the City and/or the County to exercise their rights of review and approval with the objective of facilitating decision -making. At various points during the design and prior to advertising for Project contractors, the Project Developers shall submit plans and the proposed final form of construction contracts to the Parties for their review and comment. All plans should be reviewed by the City and the Museum Park Program Manager to review issues of utility coordination, economies of scale, logistics, transportation and parking and other construction management efficiencies and coordination. Each of the Project Developers shall competitively select a Florida licensed contractor to construct its component of the Project in accordance with State and local law, specifically the competitive selection procedures provided in Section 255.20, Florida Statutes, if applicable. Prior to advertisement and award for the competitive selection of the Museums' contractors, the City may have the right to review and approve each of the Museums' solicitation documents and contracts to confirm that the solicitation complies with all applicable State and local laws, related to the design, construction and operations of its component of the Project. Prior to commencement of construction, each of the Museums must provide proof of insurance as specified by the City's Risk Management Administrator and of its payment and performance bond, naming the City and the MSEA the beneficiaries thereof. In a form reasonably acceptable to the City, the MAM Project Developer and the MSM Project Developer shall provide detailed cost, budget and schedule reporting to the City during development (on a schedule to be determined in the Master Development Agreement) and construction (on a monthly basis) of their components of the Project. Specific procedures for monitoring these components of the Project, reviewing the MAM and MSM Project budgets, and addressing any issues that arise during the design and construction of the MAM and MSM facilities shall be set forth in the Master Development Agreement. Each Museum shall commit to a Development and Construction Cost Overrun Guaranty ("Cost Overrun Guaranty") in favor of the County and the City, in form and substance satisfactory to all Parties, that shall establish each of the Museums as the guarantors of the obligation to pay any and all costs of planning, designing, acquiring, constructing and equipping their respective Museum in excess of the Parties' contributions, as set forth in this MOU and for claims, demands or causes of action by the architect, general contractor, subcontractors, trade contractors, suppliers and other parties, including attorneys' fees (trial and appellate) and defense costs (in the aggregate and as more fully defined in the Cost Overrun Guaranty, the "Cost Overrun"). The Cost Overrun Guaranty shall provide that each of the Museums shall pay and be solely responsible for all Cost Overruns. The City and each Museum recognizes that development of their respective components of the Project may be on separate time frames and each agrees to use reasonable efforts to coordinate the work and the development of infrastructure and shared facilities to accommodate the other, maximize costs and time savings to all Parties, and to make their best efforts to minimize the impact on other functions that may be taking place at Bicentennial Park during the construction phase of the Project. Master Management Agreement. The City, MSEA and the Museums shall negotiate a Master Management Agreement that may include, among other things, discussion of operational subsidies for the Museums, responsibilities for maintenance, capital repairs and replacements, and responsibilities for any areas of operational overlap. The MAM and the MSM shall be the managers and operators of their respective museum facilities, the HASF shall be the manager and operator of the HASF Space, and the City, or its designee, shall be the manager and operator of the Park. Each of the Parties shall have the sole responsibility and authority to operate and manage its component and its part of any shared components of the Project. The Master Management Agreement shall provide that at various points prior to the opening of their respective components of the Project, each of the Parties shall prepare and provide for the review of the other Parties an operating pro forma for its component of the Project, with an updated forecast of the costs and revenues to operate its component of the Project. A timetable for updating the operating pro formas and for submitting annual operating budgets, after the facilities open, shall be included in the Master Management Agreement. The Museums and the City will agree to work cooperatively and ingoodfaith with each other in the booking and scheduling of events at the Museum Park Project. The MSEA Lease and Subleases. The MSEA, the City and the Museums shall negotiate the terms of the MSEA Lease and the Subleases which will include, among other things, the terms required in this MOU and the term, rent, City ownership of the land, Museum ownership of the Museum buildings and the disposition of the properties at the termination of the MSEA Lease term. All parties shall work cooperatively to implement their Project components and to maintain the design intent and design standards set forth by the Museum Park Master Plan as they proceed through the design, construction and operation phases. The City reserves the right at any time and from time to time, to: (a) make or permit reasonable changes or revisions in its plan for the Park, including additions to, subtractions from, rearrangements of, alterations of, modifications of, or supplements to building areas, walkways, parking areas, driveways and other Park areas; (b) construct other buildings or improvements in the Park and to make alterations thereof or additions thereto; (c) make or permit changes or revisions in the Park, including additions thereto, and to convey all or portions of the Park to others for the purpose of constructing thereon other buildings or improvements, including additions thereto and alterations thereof; and (d) change location, size, content and design of any signage for the Park; provided, that there is consensus among the members of the Museum Park Steering Group that: (i) such development, changes or alterations do not materially affect the Museums' ability to operate or construct their respective projects as intended and (ii) any such change is consistent with the purpose and design intent of this Museum Park Project. In such event, the Museums agree to cooperate with the City in the development, changes and/or alterations to the Park by providing all necessary approvals required for such development, changes and/or alterations including being a co -applicant as necessary. The Master Development Agreement and the Master Management Agreements shall further require any one obtaining an interest in the Property including, but not limited to, a mortgagee, to also execute such approvals as may be necessary in order for the development, change or alteration to take place. VI. OTHER PROVISIONS City's and County's Rights as Sovereign. It is expressly understood that notwithstanding any provisions of this MOU and the City's and County's status thereunder: 1. The City and County retain all of their sovereign prerogatives and rights as a city and county under Florida laws and shall in no way be estopped from withholding or refusing to issue any approvals of applications for building, zoning, planning or development under present or future laws and regulations whatever nature applicable to the planning, design, construction and development of the Museum Park Project or the Entire Site or the operation thereof, or be Iiable for the same; and 2. The City and County shall not by virtue of this MOU be obligated to grant the Museums any approvals of applications for building, zoning, planning or development under present or future laws and ordinances of whatever nature applicable to the planning, design, construction, development• and/or operation of the Museum Park Project or the Entire Site. No Liability for Exercise of Police Power. 'Notwithstanding and prevailing over any contrary provision in this MOU, any City or County covenant or obligation that may be contained in this MOU shall not bind the Board, the Planning and Zoning Department, DERM or any other County, City, federal or State department or authority, committee or agency to grant or leave in effect any zoning changes, variances, permits, waivers, contract amendments, or any other approvals that may be granted, withheld or revoked in the discretion of the City or County or other applicable governmental agencies in the exercise of its police power. Square Footage Costs. Each of the square footage, acreage and cost numbers used in this MOU are approximations and will be subject to adjustment based on final approved plans, agreements, and the requirements of the BBC GOB Program. Agreements. The MOU shall become effective on the date the MOU is properly approved and executed by all the Parties. Upon the effectiveness of this MOU, the Parties shall use reasonable diligent efforts to negotiate and agree on terms in the Master Development and Management Agreements, the MSEA Lease, the Museums' Subleases and the other necessary agreements, including specifically the BBC GOB Program Grant Agreements, in good faith with the objective of having them approved by the Board, Commission and the MSEA Board and the Museum Boards as soon as practicable. Although the planning, design, construction, operation, management, use and occupancy of the Museum Park Project shall be subject to the terms of the more definitive Master. Development and Management Agreements, which will encompass issues not addressed in this MOU, the Parties agree that the terms of this MOU will be incorporated into such other agreements. The Parties further acknowledge and agree that this MOU reflects the basic business deal among the Parties. VII. TERMINATION Any Party may terminate this MOU for any reason upon providing written notice to the non -canceling Parties. Upon the termination of this MOU, no Party shall have any liability or obligation to any other Party. A Party shall exercise its termination rights under this Section by giving written notice thereof to the other Parties. CITY OF MIAMI, FLORIDA MIAMI-DADE COUNTY, FLORIDA By: By: Pedro G. Hernandez George M. Burgess City Manager County Manager City of Miami Miami -Dade County Al 1"EST: AI l EST: By: By: City Clerk Clerk of the Board APPROVED AS TO FORM APPROVED AS TO FORM AND LEGAL SUFFICIENCY: AND LEGAL SUFFICIENCY: Julie O. Bru . R.A. Cuevas, Jr., City Attorney County Attorney APPROVED AS TO INSURANCE REQUIREMENTS: LeeAnn Brehm, Risk Administrator MIAMI SPORTS AND EXHIBITION AUTHORITY By: Timothy Schmand Executive Director Page 16 MIAMI ART MUSEUM OF DADE COUNTY ASSOCIATION, INC. MUSEUM OF SCIENCE, INC. By: By: THE HISTORICAL ASSOCIATION OF SOUTHERN FLORIDA, INC. By: