Loading...
HomeMy WebLinkAboutMemorandum of Understanding 03/08/12'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 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 in and around the Stadium that, overtime, 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 Steering Committee shall provide a report of its findings to the City Manager and the MSEA Board. The MSEA Board shall confirm and approve the area around the Stadium that is needed to generate sufficient revenue for the viable operation of the Stadium . 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 Stadium Premises surrounding ar a 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 Page 1 of 6 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 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 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 for the Stadium Project will consist of a thirteen twelve (13-14) 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__and shall present such plan before the MSEA Board and the City Commission. co that After consideration, the MSEA Board and the City Commission shall can determine whether Friends has raised sufficient funds for the restoration of the ,Stadium -and" developed a viable operating plan for the Stadium Premises. the Project to continue as conceptualized. The Steering Committee shall serve with no ;compensation and.Florida Sunshine laws will fully apply. Page 2of6 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, If for -profit operators and businesses may need to be arc involved with the development of that part of the Stadium Premises. located west of the Stadium structure, It may then be necessary to issue various solicitations to insure transparency and create an atmosphere of competition for inclusion in this aspect of thc 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 which will help ensure the viability of both thc 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.. Friends: agrees that its fundraising activities will be limited to the purposes of this MOU. ___:Friends will deliver to the Steering Committee simple monthly financial statements ;showing: -'opening balance; new revenueper Friends' categorization; expenditures per Friends' categorization; and closing balance. Page 3 of 6 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 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 With a copy to: Jorge Hernandez 337 Palermo Avenue Page 4 of 6 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. 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: 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 Page 6of6