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HomeMy WebLinkAboutExhibit 1 03-08-12 SUBesi,L! -'heir 4'17r'1 If e� el C I� CIO( C!-G'� �1 J. 1) MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is entered into this / day of , 2012 ("Effective Date"), by 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 Y WHEREAS, there is a strong movement to rehabilitate the Miami Marine Stadium and its surrounding Biscayne Bay basin and uplands 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 in and around the Stadium 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. The Steering Committee shall provide a report of its findings to the City Manager and the City Commission. The City Commission shall confirm and approve the area around the Stadium that is needed to generate sufficient revenue for the viable operation of the Stadium, for purposes of this MOU, not more than six (6) months following the Effective Date of this MOU. At the time the City Commission considers the evaluation area, it shall also consider options concerning how funds raised by Friends shall be held, as proffered by Friends and the City Attorney's Office. The City Commission -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 Stadium Premises 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 VAX 1I-2332_ Page1 of 6 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 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 assistance 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 for a two year evaluation period in order to identify the viable renovation and operational options for the Stadium Premises 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 Premises; and authorize and direct Friends to identify and evaluate renovation and operation options for the Stadium Premises (collectively, "Stadium Project or Project") for a two year period. 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 will consist of a thirteen (13) member task force to assist Friends in its evaluations needed for all aspects of the Stadium Project. The Steering Committee will serve for a designated period of two (2) years from the Effective Date of this MOU and assist Friends to develop a viable restoration and operating plan. When the Steering Committee advises the City Manager that Friends has developed a viable restoration and operating plan, the City Manager shall have Friends present such plan before the MSEA Board and the City Commission. After consideration, the MSEA Board and the City Commission shall determine whether Friends has raised sufficient funds for the restoration of the Stadium and. developed a viable operating plan for the Stadium Premises. The Steering Committee shall serve with no compensation and Florida Sunshine laws will fully apply. Page 2 of 6 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 • 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 • One (1) member from the Dade Heritage Trust; 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. 5. 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. As part of a viable operational plan, for -profit operators and businesses may need to be involved with the development of the Stadium Premises. It may then be necessary to issue various solicitations to insure transparency and create an atmosphere of competition for inclusion. 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, which will help ensure the viability the Stadium Premises, in accordance with the vision of the Virginia Key Master Plan, as approved by the City Commission on July 2010. 7. Friends agrees that its fundraising activities will be limited to the purposes of this MOU. Friends may use funds raised to hire the necessary professionals (i.e. accountants, attorneys, etc.) to assist Friends in furthering their fundraising efforts and towards creating the operational plan. Capital funds raised must be held in Friends' attorney's trust account, and may not be used prior to the determination of the evaluation area by the City Commission. Friends will deliver to the Steering Committee simple monthly Page 3 of 6 financial statements showing: opening balance; new revenue per Friends' categorization; detailed expenditures per Friends' categorization; and closing balance. 8. 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. 9. 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. 10. 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: City Manager City of Miami Miami Riverside Center 444 S.W. 2"d Avenue 10th floor Miami, Florida 33130 City Attomey's Office City of Miami Miami Riverside Center 444 S.W, 2"d 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 r111 S.W. 2"d Avenue 9t floor Miami, Florida 33130 Don Worth, Co -Chairman 1390 Ocean Drive, No. 207 Miami Beach, Florida 33139 Page 4 of 6 With a copy to: 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 11. 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. [SIGNATURES APPEAR ON THE NEXT PAGE] Page 5 of 6 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. ATTEST: /444, ATTEST: J"IJ"I� Priscilla A A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney ,S"k ATTEST: 5-t5-r ram. ,�, Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS. Julie O. Bru City Attorney Friends of Miami Marine Stadium, Inc., a not -for - profit corporation By: `•ke-9 c' Name: u,.. 4,1P V-5 a r'61- Title: Co \ C, k r ,M c..-% MIAMI SPORTS AND EXHIBITION AUTHORITY, an independent and autonomous agency and instrumentality of the City of Miami, By: Kirk Menendez, APPROVED AS TO INS REQUIREMENT'S: Calvin Ellis 1/ Risk Manag/i ment Director CITY OF MIAMI, a Florida municipal corporation By: e'Director NCE nnylartinz, City anager APPROVED AS TOOINSURANCE REQUIR/EMENTS: / / Calvin Ellis gj ? Risk Manage ent Director Page 6 of 6 Miami Marine Park Proposal Legend Lookout Point. 2. Rusty Pelican 3. Parking Garden 4, Existing Rkkkenbacker Marina 5. Proposed new Marina expansion 6. Rickenbaoker Causeway 7. Fresh Marint. 8. Fishing Charter Dock 9. Fountain 10. Rusty Pelican bridge 11. Uoracio's restaurant 12. Parking structure vtlith retail finer 13. Pedestrian walkway 14. Dry stack storage 15. Marine Exhibition Center 16. Miami Marine Stadium 17. Marine Stadium entrance Plaza 18. Hobie beach /9. Open green field 20. Swim Gyn" 21. Rowing Club 22, M ast Academy This MEMORANDUM OF UNDERSTANDING Memorandum of Understanding ("10IOU") is entered int , 2012 ("Effective Date"), by and between the City of 3500 Pan American Drive, Miami, FL 33133, the Miami Sport ("MSEA") located at 3500 Pan American Drive, Miami, FL 33133 Stadium, inc. ("Friends") located at 1390 Ocean Drive, No. 207, the evaluation of renovation and operation options for the Mia RECITALS this day of iami ("City") located at and Exhibition Authority nd Friends of Miami Marine. iami Beach, Florida 33139 for Marine Stadium. WHEREAS, there is a strong movement to rehab)),titate the Miami Marine Stadium and its surrounding Biscayne .Bay basin and uplands (collec fvely, "Stadium") as a recreational and cultural site in the City; and WHEREAS, the Stadium is part of the Virgi is Key Master Plan, which was approved by the City Commission in July 2010 as the succes ui culmination of a five year master planning process; and WHEREAS, in order to implement she 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 de Tres to create a Steering Committee for the Stadium to advise the City Manager, MSEA and riends and to assist Friends to identify, in a holistic manner, the uses that, over time, can aximize the public utilization of the Stadium and, at the same time, appropriately maximize tjie economic benefit of the redevelopment of this public area for the City and its residents; an WHEREAS, the initial eval ation area for the Steering Committee will encompass the following areas indicated in Exhib//t "A" entitled Miami Marine Park Proposal (from the Virginia Key Master Plan, approved by thfe .City Commission on July 2010) attached and incorporated hereto: area 15 - the Marine E hibition Center, area 16 - the Stadium, area 17 - the Marine Stadium entrance plaza and ar a 19 — the open green field. However, the MSEA Board shall confirm and approve the evaj ation 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 r WHEREAS, the rel-}hbilitation of the Stadium and redevelopment of the surrounding area requires major funding. ome funding sources have been secured by Friends and additional sources have been iden ified by Friends; however, additional sources must be identified to create a financially reali/able Project, as defined below, with a sound business plan that can - ensure the success of the Project well into the future; and .. 7 WHEREAS,' • Fr)ends of Miami Marine Stadium, ,Inc., a 501(c) (3) nonprofit corporation, is a Florida not for profits corporation, whose purpose is the preservation of the Stadium and its restoration to useful ptblic operation without requiring City financial subsidy. Friends is the only . entity ,which ha's,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 Page 1 of 5 (/-,a- 5,), 1I. 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 confributions.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 Pla area have from time to time previously have benefitted from governmental funding or improvements, renovations, construction, installations, and other public projects derived rom City issued bonds and other governmental bond, loan, and.grant programs; and WHEREAS, the Internal Revenue Service Code of 1986, as amended, provides or certain guidelines and requirements for third -party entity agreements to lease, manage, •perate, and otherwise use bond -financed facilities, and compliance with such federal requir- ents 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 •U in order to: establish the Steering Committee; establish the authority and responsibiliof Friends to identify funding sources for the renovation and operation of the Stadium; ,rid authorize and direct Friends to identify and evaluate renovation and operation options fothe Stadium Premises (collectively, "Stadium Project or Project"). 1. The recitals set forth above are incorporated/erein. 2. The following Exhibits, which form a partof this MOU and are to be incorporated herein, are attached: Exhibit A Stadium Project Aria 3. The Steering Committee for itI e Stadium Project will consist of a twelve (12) member task force to assist Friends i'n 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/ evelop a viable operating plan; and shall present such plan before the MSEA Boa'fd so that the MSEA Board can determine whether Friends has raised sufficient funs 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 r) compensation and Florida Sunshine laws will fully apply. :: „•,4.•, Except for,,the two' ,(2) •members designated. below, the. members of .the. Steering *Committee ,hall be designated by the City Manager as follows: : o ° Tj • Chair of the Steering Committee who shall be the Director of the City of iami Planning Department; and Page 2 of 5 + 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 o One (1) commercial member from among: Marine Industry, restaurants, or the Seaquarium; and • One (1) nonprofit advocacy member from amo g: Urban Environment League of Miami, Tropical Audubon, Friends of Virginia Jey, Miami Neighborhoods United, Urban Paradise, or the Sierra Club; and • One (1) community member, selected in 56nsultation with the public; and I • Two (2) MSEA Board Members to b ` selected and appointed by the MSEA Board; this selection shall not require ny further approval or confirmation. 5. In addition, Friends and the Steering ommittee shall have the assistance of the Assistant City Manager/Chief of Infrastr cture and additional staff as the City Manager deems appropriate. 6. If for -profit operators and businesse are involved with the development of that part of the Stadium Premises located we of the Stadium structure, it may be necessary to issue various solicitations to i , ure transparency and create an atmosphere of competition for inclusion in this �6pect of the Stadium Project renovation. The Steering Committee shall assist Friends )%h the development of a strategic plan for these for -profit operators and businesses tat complement each other and the operation and maintenance of the Stadium remises, and that will help ensure the viability of both the Project and the maintenanc of the Stadium Premises, in accordance with the vision of the Virginia Key Master PI 1 , as approved by the City Commission on July 2010. 7. The City, MSEA and Fryends each agree and understand that any proposed renovation or operational options (✓hich the Steering Committee identifies shall be in compliance with deed restrictions, governmental funding requirements and the requirements of the Internal Revenue ode. of 1986, as amended, in connection with uses, operation, management and II other activities' at the Stadium. All proposed or recommended agreements rela d to the uses and activities at the Stadium Premises and all surrounding are s shall be subject to review by the City Attorney and Bond Counsel for proper complice requirements. ;8: Nothing ..in -t is MOU, express or implied, is intended to: (a) confer upon any entity or person,: oth r .than the expressed parties herein, any rights or remedies under or by reason,;of;fhis,MOU; as.;a.third-.party beneficiary, orbtherwise; or (b) authorize anyone not a party to/this:MOU'to maintain an action pursuant to or based upon this MOU. Page 3 of 5 9. Any notice provided pursuant to the terms and provisions hereof shall be deemed fo be delivered when sent by hand delivery, delivery service or by certified mail, return rceipt requested, postage prepaid and received by the addressee. Notices shall be sert`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 3313 Executive Direct() City of Miami 3500 Pan Ameitcan Drive Miami, Florida/33133 City Attorn y's Office City of MI mi Miami /verside Center 444 S.V. 2nd Avenue 9th fl..r Mi. 1, Florida 33130 on Worth, Co -Chairman 390 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 :dev loped. jointly by the City, MSEA and Friends, and the parties acknowledgethat th -y will work.together to realize the goals and objectives articulated in this document. IN.WITNESS .WHEREO', the. parties have caused this MOU to be executed by their respective and -duly authorized officers the day and year first above -written. Page 4 of 5 ATTEST: ATTEST: Priscilla A. Thompson, City Clerk 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: Kirk Menendez, Executive director r' APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney ATTEST: Priscilla A. Thompson, City Clerk Calvin Ellis Risk Managem CITY OF MIAMI, corporation By: t Director Florida municipal oMnny Martinez, City Manager . APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney Calvin Ellis Risk Management Director Page5of5 Miami 'Marine Park Proposal Lend 1. Lookout point 2. RustyPelican - 3. Parking Garden- 4. Existing Pickenbacker arina 5. Proposed new {VIarina expansion 6. Rickenhaeicer Causeway 7. Fresh Market 8. Fishing Charter Dock 9. Fountain 10. Rusty Pelican bridge 11. Hoiracio's restaurant 12. Parking structure with retail liner 13. Pedestrian wa l kway .14. Dry stack storage 15. Marine 'Exhibition Center 16. Miami f larine Stadium 17. i itne Stadium entrance plaza 18. }=1obie `each 19. Open gre n`fi• 1d 20. Swim Gym 21. Rowing -Club 22. ;Mast Academy