HomeMy WebLinkAboutExhibit 1 02/09/12MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") . is entered into this day of
, 2012 ("Effective Date"), iby and between the City of Miami ("City") located at
3500 Pan American Drive, Miami, FL 33133, the Miami Sports and Exhibition Authority
("MSEA") located at 3500 Pan American Drive, Miami, FL 33133 and Friends of Miami Marine
Stadium, Inc. ("Friends") located at 1390 Ocean Drive, No. 207, Miami Beach, Florida 33139 for
the evaluation of renovation and operation options for the Miami Marine Stadium.
RECITALS
WHEREAS, there is a strong movement to rehabilitate the Miami Marine Stadium and its
surrounding Biscayne Bay basin and uplands (collectively, "Stadium") as a recreational and
cultural site in the City; and
WHEREAS, the Stadium is part of the Virginia Key Master Plan, which was approved by
the City Commission in July 2010 as the successful culmination of a five year master planning
process; and
WHEREAS, in order to implement the Master Plan vision for the Stadium, further
evaluation and analysis of specific and detailed developmental and operational programs is
required; and
WHEREAS, the City Manager desires to create a Steering Committee for the Stadium to
advise the City Manager, MSEA and Friends and to assist Friends to identify, in a holistic
manner, the uses that, over time, can maximize the public utilization of the Stadium and, at the
same time, appropriately maximize the economic benefit of the redevelopment of this public
area for the City and its residents; and
WHEREAS, the initial evaluation area for the Steering Committee will encompass the
following areas indicated in Exhibit "A" entitled Miami Marine Park Proposal (from the Virginia
Key Master Plan, approved by the City Commission on July 2010) attached and incorporated
hereto: area 15 - the Marine Exhibition Center, area 16 - the Stadium, area 17 - the Marine
Stadium entrance plaza and area 19 — the open green field. However, the MSEA Board shall
confirm and approve the evaluation area, for purposes of this MOU, not more than six (6)
months following the Effective Date of this MOU. The MSEA Board -confirmed evaluation area
(collectively, "Stadium Premises") shall be reserved for the future operations of the Marine
Stadium; and
WHEREAS, the rehabilitation of the Stadium and redevelopment of the surrounding area
requires major funding. Some funding sources have been secured by Friends and additional
sources have been identified by Friends; however, additional sources must be identified to
create a financially realizable Project, as defined below, with a sound business plan that can
ensure the success of the Project well into the future; and
WHEREAS, Friends of Miami Marine Stadium, ,Inc., a 501(c) (3) nonprofit corporation, is
a Florida not -for -profit corporation, whose purpose is the preservation of the Stadium and its
restoration to useful public operation without requiring City financial subsidy. Friends is the only
entity which has, since the Stadium was closed in 1992, organized and raised funds to preserve
the Stadium. Through Friends' efforts, in consultation with the City, local citizens, planning and
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advocacy groups over the past several years, the cohesive Master Plan was developed for
Virginia Key and funding sources mentioned above have been identified and vetted. Because of
its substantial contributions and efforts to date, Friends is designated as the entity that is entitled
and responsible to work, with the guidance of the Steering Committee, to further identify funding
sources for the renovation and operation of the Stadium; and
WHEREAS, the City. desires to enter into a Public -Private Partnership with MSEA and
Friends in order to identify the renovation and operational options for the Stadium and,
thereafter, to secure these; and
WHEREAS, the Stadium, the Biscayne Bay basin area, and the Virginia Key Master Plan
area have from time to time previously have benefitted from governmental funding for
improvements, renovations, construction, installations, and other public projects derived from
City issued bonds and other governmental bond, loan, and grant programs; and
WHEREAS, the Internal Revenue Service Code of 1986, as amended, provides for certain
guidelines and requirements for third -party entity agreements to lease, manage, operate, and
otherwise use bond -financed facilities, and compliance with such federal requirements requires
an approving opinion of Bond Counsel; and
WHEREAS, all agreements including, but not limited to this MOU, among the City,
MSEA, and Friends, must comply with the continuing compliance requirements of such
governmental bond, loan, and grant programs.
NOW THEREFORE, the Parties are entering into this MOU in order to: establish the
Steering Committee; establish the authority and responsibility of Friends to identify funding
sources for the renovation and operation of the Stadium; and authorize and direct Friends to
identify and evaluate renovation and operation options for the Stadium Premises (collectively,
`Stadium Project or Project").
1. The recitals set forth above are incorporated herein.
2. The following Exhibits, which form a part of this MOU and are to be incorporated herein,
are attached:
Exhibit A Stadium Project Area
3. The Steering Committee for the Stadium Project will consist of a twelve (12) member
task force to assist Friends in its evaluations needed for all aspects of the Project. The
Steering Committee will serve for a designated period of two (2) years from the Effective
Date of this MOU and develop a viable operating plan; and shall present such plan
before the MSEA Board so that the MSEA Board can determine whether Friends has
raised sufficient funds for the restoration of the Stadium and developed an operating
plan that will allow the Project to continue as conceptualized. The Steering Committee
shall serve.with no compensation and Florida Sunshine laws will fully apply.
4. Except for the two (2) members designated below, the members of the Steering
Committee shall be designated by the City Manager as follows:
• The Chair of the Steering Committee who shall be the Director of the City of
Miami Planning Department; and
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Three (3) members of Friends of Miami Marine Stadium, Inc.; and
• Two (2) community members with experience in development of comparable
community projects; and
• One (1) educational member from among: National Oceanic & Atmospheric
Administration, University of Miami Rosenstiel School of Medicine, or Maritime
and Science Technology Academy; and
• One (1) commercial member from among: Marine Industry, restaurants, or the
Seaquarium; and
• One (1) nonprofit advocacy member from. among: Urban Environment League of
Miami, Tropical Audubon, Friends of Virginia Key, Miami Neighborhoods United,
Urban Paradise, or the Sierra Club; and
• One (1) community member, selected in consultation with the public; and
• Two (2) MSEA Board Members to be selected and appointed by the MSEA
Board; this selection shall not require any further approval or confirmation.
In addition, Friends and the Steering Committee shall have the assistance of the
Assistant City Manager/Chief of Infrastructure and additional staff as the City Manager
deems appropriate.
6. If for -profit operators and businesses are involved with the development of that part of
the Stadium Premises located west of the Stadium structure, it may be necessary to
issue various solicitations to insure transparency and create an atmosphere of
competition for inclusion in this aspect of the Stadium Project renovation. The Steering
Committee shall assist Friends in the development of a strategic plan for these for -profit
operators and businesses that complement each other and the operation and
maintenance of the Stadium Premises, and that will help ensure the viability of both the
Project and the maintenance of the Stadium Premises, in accordance with the vision of
the Virginia Key Master Plan, as approved by the City Commission on July 2010.
7. The City, MSEA and Friends each agree and understand that any proposed renovation
or operational options which the Steering Committee identifies shall be in compliance
with deed restrictions, governmental funding requirements and the requirements of the
Internal Revenue Code of 1986, as amended, in connection with uses, operation,
management and all other activities at the Stadium. All proposed or recommended
agreements related to the uses and activities at the Stadium Premises and all
surrounding areas shall be subject to review by the City Attorney and Bond Counsel for
proper'compliance requirements.
8. Nothing in this MOU, express or implied, is intended to: (a) confer upon any entity or
person, other than the expressed parties herein, any rights or remedies under or by
reason of this MOU as a third -party beneficiary, or otherwise; or (b) authorize anyone not
a party to this MOU to maintain an action pursuant to or based upon this-MOU.
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9. Any notice provided pursuant to the terms and provisions hereof shall be deemed to be
delivered when sent by hand delivery, delivery service or by certified mail, return receipt
requested, postage prepaid and received.by the addressee. Notices shall be sent to:
If to the CITY:
With a copy to:
if to MSEA:
With a copy to:
If to Friends:
With a copy to:
City Manager
City of Miami
Miami Riverside Center
444 S.W. 2nd Avenue
10th floor
Miami, Florida 33130
City Attorney's Office
City of Miami
Miami Riverside Center'
444 S.W. 2nd Avenue
9th floor
Miami, Florida 33130
Executive Director
City of Miami
3500 Pan American Drive
Miami, Florida 33133
City Attorney's Office
City of Miami
Miami Riverside Center
444 S.W. 2nd Avenue
9th floor
Miami, Florida 33130
Don .Worth, Co -Chairman
1390 Ocean Drive, No. 207
Miami Beach, Florida 33139
Jorge Hernandez
337 Palermo Avenue
Coral Gables, Florida 33134
Lynn B. Lewis, Esq.
Lynn B. Lewis, P.A.
501 Brickell Key Drive, Suite 505
Miami, Florida 33131
10. This MOU was developed jointly by the City, MSEA and Friends, and the parties
acknowledge that they will work together to realize the goals and objectives articulated in
this document.
IN WITNESS WHEREOF, the parties have caused this MOU to.be.executed by their respective
and duly authorized officers the day and year first above written.
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ATTEST:
ATTEST:
Friends of Miami Marine Stadium, Inc., a not -for -profit
corporation
By:
Name:
Title:
MIAMI SPORTS AND EXHIBITION AUTHORITY, an
independent and autonomous agency and instrumentality
of the City of Miami,
By:
Priscilla A. Thompson, City Clerk Kirk Menendez, Executive Director
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Calvin Ellis
Risk Management Director
CITY OF MIAMI, a Florida municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Johnny Martinez, City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Calvin Ellis
Risk Management Director
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Miami Marine Park Proposal
Legend
1. Lookout point
2. Rusty Pelican
3. Parking Garden
4. Existing Rickenbacker Marina
5. Proposed new Marina expansion
6. Rickenbacker Causeway
7. Fresh Market
8. Fishing Charter Dock
9. Fountain
10. Rusty Pelican bridge
11. Horacio's restaurant
12. Parking structure with retail liner
13. Pedestrian walkway
.14. Dry stack storage
15. Marine Exhibition Center
16, Miami Marine Stadium
17..Marine Stadium entrance plaza
18. Hobie beach
19. Open green field
20. Swim Gym
21.:Rovvirngaub
22. Mast Academy