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HomeMy WebLinkAboutExhibit 1AMENDMENT NO. 3 TO PROJECT COOPERATION AGREEMENT Between CITY OF MIAMI AND MUSEUM OF SCIENCE, INC. (D/B/A/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) GRANTEE: Museum of Science, Inc. d/b/a Miami Museum of Science & Planetarium Museum of Science & Planetarium (including Planning & Design, Renewable Energy Project, PROJECT: and capital components of the River of Grass Early Learning Exhibition and construction of Museum Drive) Project Location: Miami Bicentennial Park Commission District 2 (Sarnoff) Name Phone Fax Grantee Project Frank Steslow Manager: 305-646-4268 305-646-4300 Chief Operating Officer Name Phone Fax Address to Gillian Thomas, President Above above Notifications CITY State Zip Regarding this Document Mailing Address 3280 South Miami Avenue Miami FL 33129 Street Address Same Miami FL 33129 Homeland Defense/Neighborhood CITY FUNDING AMOUNT: $548,375 Funding Source Improvement Bonds — Museum of Science — Bicentennial Park Enabling Legislation: Resolution Adoption Date Total Estimated Project Cost: B-78502A $272,800,000 CIP Job Number: (if applicable) Project Description: Planning, development, design, project management activities, equipment, installation, construction, materials, and/or related capital components relating to the design and construction of the Miami Museum of Science & Planetarium (including, but not limited to the Renewable Energy Project and capital components of the River of Grass Early Learning Exhibition and construction of Museum Drive) to be located at the City's Bicentennial Park, hereinafter collectively referred to as "Project". This Amendment ("Amendment") is made and entered into this day of , 20_, (but effective as of , 20_, "Effective Date") by and between the City of Miami, Florida, a municipal corporation of the State of Florida, whose principal address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida ,33130 (the "City") and Museum of Science, Inc.-(d/b/a Miami Museum of Science & Planetarium), a Florida not -for -profit corporation, whose principal address is 3280 South Miami Avenue, Miami, Florida 33129, ("Grantee"). Amendment No. 3 -Ft D--ff 1 WITNESSETH: WHEREAS, on November 13, 2001, the voters of the City of Miami ("City") approved by referendum the City's issuance of $255 million in limited ad valorem tax general obligation bonds for homeland security, neighborhood improvements, capital projects and infrastructure improvements, the "Homeland Defense/Neighborhood Improvement Bonds" ("Bonds"); and WHEREAS, Ordinance No. 12137, adopted October 11, 2001, authorized the November 2001 bond referendum and initially allocated future Bond funds to specified projects that were subsequently clarified by Resolution No. 02-1294, adopted December 12, 2002; and WHEREAS, the public information campaign conducted for the voter referendum and the enabling legislation identified the "Miami Museum of Science" and the allocation of Bond proceeds "to assist the museum with its development efforts for a Bicentennial Park ("Park") location," which is a recreational facility owned by the City and located at 1075 Biscayne Boulevard, Miami, Florida; and WHEREAS, the City has completed and approved a community -based preliminary plan entitled "Bicentennial Park -Museum Park" which recommends reserving areas in the Park for the development of a science museum and an art museum; and WHEREAS, Miami -Dade County voters also approved, in November, 2004, the issuance of general obligation bonds and has included in its bond program the sum of $150,000,000 to support the development of a new science museum facility in Bicentennial Park ("Project"); and WHEREAS, the Project will be a public science museum, a significant community asset offering interactive and other science exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and youth programs and will enhance the understanding of science and technology, Miami's revitalization program bringing local and international visitors, creating jobs, improving workforce preparation, increasing investments as well as improving the quality of life for residents; and WHEREAS, the science museum was founded in 1949 by the Junior League of Miami, a private non-profit organization, and is operated today by the Museum of Science, Inc. d/b/a Miami Museum of Science & Planetarium ("MMOS") on property owned by Miami -Dade County; and WHEREAS, MMOS is a 501(c)(3) tax exempt organization devoted to inspiring people of all ages and cultures to enjoy science and technology, to better understand ourselves and our world; and WHEREAS, MMOS has been a significant contributor and an integral partner in • the processes undertaken thus far for the Project; and Amendment No. 3 2 WHEREAS, it is the intention of the City to continue to foster the existing coalition for the Project with MMOS and Miami -Dade County and to secure a legal arrangement with the parties for the design and implementation of the Project at said City -owned park; and WHEREAS, in May of 2005, the City's Bond Oversight Board reviewed and favorably recommended an original $700,000 allocation for the Project under the Original Grant Agreement for City Commission approval; and WHEREAS, in furtherance of the Project, MMOS has previously conducted initial market research and feasibility studies and secured consultants specializing in project planning to include the master plan for the new museum, coordination efforts, a financial feasibility study and project management services, having a combined initial cost of $2,568,874, and the City has previously awarded to MMOS from the Bond proceeds a grant in the amount of $700,000 to cover a portion of these initial Project activities pursuant to Resolution No. 05-0416 adopted July 7, 2005; and WHEREAS, in connection with the Project, MMOS applied to and received a first award from the United States Department of Energy National Energy Technology Laboratory for $738,000, if MMOS were able to provide a fifty percent (50%) match of up to $738,000, for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS requested the match up to $738,000, from the City and the City found and determined that these activities to be conducted by or on behalf of MMOS for the Renewable Energy Project as part of the overall capital components of the Project will ultimately and primarily benefit the general public as a downtown regional cultural and scientific facility accessible to the public; and WHEREAS, the City Commission, pursuant to R-08-0172, authorized the allocation of City funds in an amount up to $738,000, for the required fifty percent (50%) match for the acquisition of certain capital project components and related planning, design and project management activities for the Renewable Energy Project as part of the overall Project and further authorized the City Manager to execute Amendment No. 1 to the Original Grant Agreement; and WHEREAS, MMOS applied to and received a second award from the United States Department of Energy National Energy Technology Laboratory $713,625, if MMOS were able to provide a match of $713,625, for the proposed MMOS Renewable Energy Project; and WHEREAS, the City Commission, pursuant to R-09-0370, authorized the allocation of City funds in an amount up to $738,000, for the match for the acquisition of certain capital project components and related planning, design and project management activities for the Renewable Energy Project as part of the overall Project and further authorized the City Manager to execute Amendment No. 2 to the Original Grant Agreement; and WHEREAS, MMOS has requested funds to support development activities related to the Project, including the River of Grass Early Learning Exhibition and construction of Museum Drive; and Amendment No. 3 3 WHEREAS, the City Commission, by passage of Resolution No. adopted , has authorized the final allocation of City funds in an amount up to $548,375, and further authorized the City Manager to execute this Amendment No. 3 for said purposes; and WHEREAS, the Original Grant Agreement, Amendment No. 1, Amendment No. 2, and this Amendment No. 3 set forth the duties and responsibilities of the City and MMOS, provide for the uses, accountability, accessibility, and terms of the overall Project, the Renewable Energy Project undertakings by MMOS, including capital components of the River of Grass Early Learning Exhibition and construction of Museum Drive; and WHEREAS, the Original Grant Agreement, Amendment No. 1, Amendment No. 2, and this Amendment No. 3 also provide for MMOS and its successors to maintain public access to facilities developed with Homeland Defense Neighborhood Improvements Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, funds for the additional allocation up to $548,375 are available from Capital Improvement Project No. B-78502A, entitled "Museum Of Science - Development of Bicentennial Park" under the Homeland Defense - Neighborhood Improvement Bond Program; and WHEREAS, also on June 14, 2007, May 22, 2008, and July 24, 2008, the City Commission has directed certain conditions (collectively, the "Directives") and MMOS has indicated its willingness pursuant to the terms and conditions of this Amendment that MMOS will fulfill the City Commissions as instructed, waived or modified by the City Commission as either set forth in this Amendment or as further detailed and enforced in other appropriate and applicable definitive documents setting forth acceptable terms and conditions such as an Interlocal Agreement, a Memorandum of Understanding, a lease, any subleases, a community benefits agreement, a master development agreement, a master management agreement and/or other applicable agreements (collectively, "Definitive Documents", related to MMOS's involvement in the Museum Park Project and Museum Park; and WHEREAS, the MMOS Project, including capital components of the River of Grass Early Learning Exhibition and construction of Museum Drive will be a significant community asset, and the grant funds appropriately employed MMOS in accordance with the Agreement and this Amendment serve an important public purpose, and accordingly, the City has agreed to make the additional $548,375 grant to MMOS under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the foregoing, and the promises and covenants contained herein the parties hereby amend the Original Grant Agreement as follows: TERMS: 1. • RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Amendment to the Original, Grant Agreement. The Original Grant Agreement, Amendment No. 1, Amendment No. 2, all attachments thereto, and all enabling legislation therefore are hereby incorporated. The Amendment No. 3 4 Updated Detailed Project Information, including itemized Scope of Work, Project Budget, and Time of Completion are hereby incorporated, made a part of this Amendment and the Original Grant Agreement and attached hereto as "Composite Exhibit A-3". The Resolution No. and all exhibits and attachments thereto as the Enabling Legislation for this Amendment are hereby incorporated, made a part of this Amendment and the Original Grant Agreement. Grantee's Not -For -Profit Corporation Resolution dated , 20_ authorizing its execution, delivery and entering into of this Amendment and Grantee's "D/B/A Certificate" are hereby incorporated. The Amendments and the Original Grant Agreement, including all Exhibits to the Amendments and the Original Grant Agreement, shall collectively be referred to and shall collectively form the "Agreement" between the parties. 2. Definitions: Subsection 1.4 of Section 1 of the Original Grant Agreement is hereby amended as follows: 1.4 Eligible Expenses: For purposes of this Agreement, Project -related costs that may be funded from the CITY FUNDING AMOUNT shall be defined to mean and include fees for professional engineers, architects, landscape architects, surveyors, mapping, other bonafide design professionals, planning professionals and related materials, geotechnical testing, costs of equipment and materials to be purchased and installed in the Project facility for the weather station, costs of related installation, and costs of construction for capital components of the Project (including but not limited to capital components of the River of Grass Early Learning Exhibition and construction of Museum Drive). There shall be no mark up on such fees and/or costs passed to the City. All persons and/or firms engaged shall be duly licensed and certified as required by the laws of the State of Florida. These costs are identified in Composite Exhibit A and in Composite Exhibit A-1, A-2 and A-3 (collectively referred to hereinafter as "Exhibit A") as approved Project -related expenses. 1.11 Exhibit A: Shall mean collectively Composite Exhibit A. aid Composite Exhibit A-1 and A 2. and A-3. The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 1 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 3. Assistance from CITY: Subsection 3.1 of Section 3 of the Original Grant Agreement is hereby amended as follows: 3.1 Financial assistance in an amount not to exceed Two Million, Ono Hundred Fifty One Thousand, Six Hundred Twenty Five Dollars ($2,151,625) Two Million. Seven Hundred Thousand Dollars ($2.700.000) the CITY FUNDING AMOUNT, from the designated FUNDING SOURCE for the WORK approved by the Enabling Legislations and as further specified in the attached Exhibit A. City shall have no obligation under this Agreement to fund any amounts in excess of the CITY FUNDING Amendment No. 3 5 AMOUNT. Said funds will be paid on a reimbursement basis to GRANTEE as set forth is Section 10 herein. The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 3 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 4. Grantee Responsibilities: Section 4 of the Original Grant Agreement remains amended as follows to include the subsection 4.8 pursuant to Amendment No. 1: 4.8 Grantee agrees that is shall fulfill in a timely manner all of the conditions required by the City Commission Directives, as instructed, modified or waived by the City Commission as set forth in the Definitive Documents to be negotiated by the City Manager and MMOS with the other applicable parties. Grantee further agrees that failure by Grantee to fulfill any of the conditions of the Directives, unless such condition(s) is/are subsequently waived or modified by the City Commission, shall constitute a default of the particular Definitive Document containing the particular condition that is not fulfilled. If in the future in the event that any conflict or inconsistency occurs between the terms of this Amendment, the Original Grant Agreement, and any terms of any other appropriate and applicable Definitive Document(s), then the terms of such other appropriate and applicable Definitive Document(s) shall control. 5. Homeland Defense Bonds, Condition Precedent: Section 6 of the Original Grant Agreement is hereby amended as follows: Where the CITY FUNDING SOURCE for the FUNDING AMOUNT, or any portion thereof, has been identified as the Limited Ad Valorem Tax Bonds, Series 2002. and Series 2007, and Series 2009, collectively "Homeland Defense/Neighborhood Improvement Bonds" (the "Bonds"), it is a condition precedent to the CITY's ability to lawfully enter into this Agreement, as amended from time to time, that the City receive a recommendation from its Bond Oversight Board regarding the City's use of a portion of the proceeds of the Bonds to fund the specified PROJECT pursuant to the terms, covenants, and conditions of this Agreement, as amended from time to time. This condition has been fully performed as the Bond Oversight Board approved (i) the original CITY FUNDING AMOUNT of $700,000 for these stated purposes at its May 24, 2005 meeting; and (ii) an additional $2,000,000 for the MMOS at its meeting of June 26, 2007. The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 6 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 6. Match Required: Section 10 of the Original Grant Agreement is hereby amended as follows: Amendment No. 3 6 The GRANTEE shall identify, secure and expend an amount equal to the CITY FUNDING AMOUNT up to an amount not to Two Million, One Hundred Fifty Ono Thousand, Six Hundred Twenty Five Dollars ($2,151,625) Two Million and Seven Hundred Thousand Dollars ($2,700.000) as the required matching funds for the Work. At the request of DIRECTOR, GRANTEE shall furnish such evidence of matching funds as DIRECTOR deems appropriate, including submittal of an audited financial statement prepared by an —Independent Certified Public Accountant. Any portion of the GRANTEE match funds not substantiated will result in a proportionate reduction in the CITY FUNDING AMOUNT up to an amount not to exceed , Hundred Twenty Five Dollars ($2,151,625) Two Million and Seven Hundred Thousand Dollars ($2.700.000). The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 10 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 7. ALL OTHER PROVISIONS OF ORIGINAL AGREEMENT REMAIN AS AMENDED AND CONTINUED: The GRANTEE and the CITY acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of the Original Agreement as amended remain in full force and effect as amended and continued by this Amendment, including all Exhibits to both the Original Amendment, Amendment No. 1, Amendment No. 2, and this Amendment No. 3, to form the entire Agreement. This instrument and its exhibits and attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Amendment No. 3, Amendment No. 2, Amendment No. 1, and the Original Agreement as they collectively form the Agreement are of no force or effect. 8. COUNTERPARTS: This Amendment to the Original Agreement, as previously amended, may be executed in four or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to, be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: "City" CITY OF MIAMI, a municipal corporation By: Todd Hannon, City Clerk Johnny Martinez, P.E., City Manager Date: Amendment No. 3 7 "G RANTEE" MUSEUM OF SCIENCE, INC. (D/B/A/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation Print Name: Name: ATTEST: By: Print Title: Title: (Authorized Corporate Officer) (Corporate Seal) APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney Calvin Ellis Risk Management Director RESOLUTIONS NO. 05-0416, 08-0172, 09-0370 and 12- Amendment No. 3 8 COMPOSITE EXHIBIT A ("ORIGINAL GRANT AGREEMENT") PROJECT CO-OPERATION AGREEMENT, DATED AS OF JULY 21, 2005, AMENDMENT NO. 1, AMENDMENT NO. 2 AND ALL EXHIBITS AND ATTACHMENTS THERETO (INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution Amendment No. 9 Crystal Report Viewer Page 1 of 4 City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID: 09-00770 Enactment #: R-09-0370 Version: 2 Type: Resolution Introduced: 6/29/09 Status: Passed Enactment Date: 7/23/09 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING A GRANT TO THE MUSEUM OF SCIENCE, INC. DB/A MIA3 fl MUSEUM OF SCIENCE AND PLANETARIUM ("MMOS"), TO SUPPORT THE DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN THE CITY OF MIAMI-OWNED BICENTENNIAL PARK, IN AN AMOUNT UP TO $713,625, TO SERVE AS A MATCH FOR A GRANT FROM THE UNITED STATES DEPARTMENT OF ENERGY, NATIONAL ENERGY TECHNOLOGY LABORATORY, FOR THE RENEWABLE ENERGY PROJECT, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVEMBER, 2001, AS A SPECIFIED PROJECT IN THE HOMELAND DEFENSE NEIGHBORHOOD IMPROVEMENT BOND PROGRAM; ALLOCATING SAID FUNDS FROM B-78502A, CAPITAL IMPROVEMENT PROJECT NO. 333143, ENTITLED "MUSEUM OF SCIENCE -DEVELOPMENT IN BICENTENNIAL PARK;" AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE EXISTING PROJECT CO-OPERATION AGREEMENT, AS AMENDED, WITH MMOS (THE "ORIGINAL GRANT AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, TO INCREASE THE FUNDING UNDER THE GRANT AGREEMENT FROM AN AMOUNT OF $1,438,000 TO AN AMOUNT UP TO $2,151,625, FOR SAID PURPOSE, AND IN COMPLIANCE WITH REQUIREMENTS OF THE HOMELAND DEFENSE NEIGHBORHOOD IMPROVEMENT BOND PROGRAM. WHEREAS, on November 13, 2001, the voters of the City of Miami ("City") approved by referendum the City's issuance of $255 million in limited ad valorem tax general obligation bonds for homeland security, neighborhood improvements, capital projects and infrastructure improvements, the "Homeland Defense/Neighborhood Improvement Bonds" ("Bonds"); and WHEREAS, Ordinance No. 12137, adopted October 11, 2001, authorized the November, 2001 bond referendum and initially allocated future Bond funds to specified projects that were subsequently clarified by Resolution No. 02-1294, adopted December 12, 2002; and WHEREAS, the public information campaign conducted for the voter referendum and the enabling legislation identified the "Miami Museum of Science" and the allocation of Bond proceeds "to assist the museum with its development efforts for a Bicentennial Park ("Park") location," which is a recreational facility owned by the City and located at 1075 Biscayne Boulevard, Miami, Florida; and WHEREAS, the City has completed and approved a community -based preliminary plan entitled "Bicentennial Park -Museum Park" which recommends reserving areas in the Park for the development of a science museum and an art museum; and htti://egovv.ci.miami.fl.us/LeeistarWeb/temp/reD8494.html 11 /W7.ft1 Crystal Report Viewer Page 2 of 4 WHEREAS, Miami -Dade County voters also approved, in November, 2004, the issuance of general obligation bonds and has included in its bond program the sum of S150,000,000, to support the development of a new science museum facility in Bicentennial Park ("Project"); and WHEREAS, the Project will be a public science museum, a significant community asset offering interactive and other science exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and youth programs and will enhance the understanding of science and technology, Miami's revitalization program bringing local and international visitors, creating jobs, improving workforce preparation, increasing investments as well as improving the quality of life for residents; and WHEREAS, the science museum was founded in 1949 by the Junior League of Miami, a private non-profit organization, and is operated today by the Museum of Science, Inc. d/b/a Miami Museum of Science & Planetarium ("MMOS") on property owned by Miami -Dade County; and WHEREAS, MMOS is a 501(c)(3) tax exempt organization devoted to inspiring people of all ages and cultures to enjoy science and technology,to better understand ourselves and our world; and WHEREAS, MMOS has been a significant contributor and an integral partner in the processes undertaken thus far for the Project; and WHEREAS, it is the intention of the City to continue to foster the existing coalition for the Project with MMOS and Miami -Dade County and to secure a legal arrangement with the parties for the design'and implementation of the Project at said City -owned park; and WHEREAS, in May of 2005, the City's Bond Oversight Board reviewed and favorably recommended an original S700,000 allocation for the Project under the Original Grant Agreement for City Commission approval; and WHEREAS, in furtherance of the Project, MMOS has previously conducted initial market research and feasibility studies and secured consultants specializing in project planning to include the master plan for the new museum, coordination efforts, a financial feasibility study and project management services, having a combined initial cost of S2,568,874, and. the City has previously awarded to MMOS from the Bond proceeds a grant in the amount of S700,000, to cover a portion of these initial Project activities pursuant to Resolution No. 05-0416, adopted July 7, 2005; and WHEREAS, in connection with the S700,000 grant, the City and MMOS have previously entered into a Project Cooperation Agreement dated July 21, 2005 (the "Original Grant Agreement"), and MMOS has agreed that all documents, reports, materials and drawings that are developed with the assistance of the City Bond proceeds shall become the property ' of and be owned by the City, which will subsequently make such documents, reports, materials and drawings freely available to MMOS and to Miami -Dade County, if applicable, for use on the Project; and WHEREAS, in June of 2007, the City's Bond Oversight Board reviewed and favorably recommended an additional S2,000,000 allocation for the Project for City Commission approval; and WHEREAS, in connection with the Project, MMOS applied to and received a first award from the United States Department of Energy National Energy Technology Laboratory. for $738,000, if MMOS were able to provide a match of S738,000, for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS requested the match up to S738,000, from the City and the City found and determined that these activities to be conducted by or on behalf of MMOS for the Renewable Energy Project as part of the overall capital components of the Project will ultimately and primarily benefit the general public as a downtown regional cultural and scientific facility accessible to the public; and WHEREAS, the City Commission, pursuant to Resolution No. 08-0172, authorized the allocation of City funds in an amount up to S738,000, for the match for the acquisition of certain capital project components and related planning, design and project management activities for the Renewable Energy Project as part of the overall Project and further authorized -the City Manager to execute Amendment No. 1 to the Original Grant Agreement; and http://eRov.ci.miami.fl.us/LezistarWeb/temp/ren8494.html 11 /7/7m 7 Crystal Report Viewer Page 3 of 4 WHEREAS, MMOS has applied to and received a pending second award notice from the United States Department of Energy National Energy Technology Laboratory that the proposed MMOS Renewable Energy Project is eligible for federal funding of up to S713,625, if MMOS has match of $713,625, for the proposed MMOS Renewable Energy Project; and WHEREAS, MHOS has requested the match of $713,625 from the City and the City finds and determines that these activities to be conducted by or on behalf of MMOS for the Renewable Energy Project as part of the overall capital components of the Project will ultimately and primarily benefit the general public as a downtown regional cultural and scientific facility accessible to the public; and WHEREAS, the City Commission, by passage of this Resolution, will authorize the allocation of City funds in an amount up to $713,625, and will further authorize the City Manager to execute Amendment No. 2 to the Original Grant Agreement, in substantially the attached form (the "Amendment"), for this purpose; and WHEREAS, also on June 14, 2007, May 22, 2008, and July 24, 2008, the CityCommission has directed certain conditions (collectively, the "Directives") and MMOS has indicated its willingness pursuant to the terms and conditions of this • Amendment that MMOS will fulfill the City Commission Directives as instructed, waived or modifiedby the City Commission as either set forth in this Amendment or as further detailed and enforced in other appropriate and applicable definitive documents setting forth acceptable terms and conditions such as an Interlocal Agreement, a Memorandum of Understanding, a lease, any subleases, a community benefits agreement, a master development agreement, a master management agreement and/or other applicable agreements (collectively, "Definitive Documents"), related to MMOS's involvement in the Museum Park Project and Museum Park; and WHEREAS, the Original Grant Agreement and the Amendments set forth the duties and responsibilities of the City and MMOS, provide for the uses, accountability, accessibility, and terms of this undertaking by MMOS; and WHEREAS, the Original Grant Agreement and the Amendments also provide for MMOS and its successors to maintain public access to facilities developed with Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, the City Commission finds and determines that proper use of this additional $713,625 allocation will primarily benefit the general public and serves a paramount public purpose; and WHEREAS, funds for this purpose are available from B-78502A, Capital Improvements Project No. 333143 entitled "Museum Of Science -Development of Bicentennial Park," under the Homeland Defense - Neighborhood Improvement Bond Program; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. A grant to MMOS to support the development of a new science museum and planetarium facility in the City -owned Bicentennial Park, in an amount up to S713,625, approved by a referendum of the voters in November, 2001, as a specified project in the Homeland Defense Neighborhood Improvement Bond Program, is authorized, with funds allocated from B-78502A, Capital Improvement Project No. 333143 entitled "Museum Of Science -Development of Bicentennial Park" Section 3. The City Manager is authorized { 1 } to execute an Amendment to the existing Project Co-operation Agreement with MMOS (the "Original Grant Agreement), in substantially the attached form, to increase the funding under the Original Grant Agreement, as amended, from $1,438,000 to up to S2,151,625 for said purpose and in compliance with the Homeland Defense Neighborhood Improvement Bond Program. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. (2) httD://e2ov.ci.miatni.fl.us/LegistarWeb/temp/ren8494.htm1 1 1 /7/7n17 Crystal Report. Viewer ?age 4oT4 http://egov.ci.miami.fl.us/LegistarWeb/temp/rep8494.html 11/2/2012 AMENDMENT-0 PROJECT COOPERATION AGREEMENT Between CITY OF MiAMi AND MUSEUM OF SCIENCE, INC. (D/BIA/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) GRANTEE: Museum of Science, Inc. d/b/a Miami Museum of Science& Planetarium PROJECT: Project Location: Grantee Project Manager: Museum of Science & Planetarium (including Planning & Design and Renewable Project) Miami Bicentennial Park Commission iun :Energy 2 (Sarnoff) Name Phone Frank Steslow 305-646-4,, Chief Operating Officer U Fnx 305-646-4300 Notifications Regarding this Document . Address to Name Gillian Thomas, President Phone Above Fax above Mailing Address 3280 South Miami Avenue CITY Miami State FL Zip 33129 Street Address Same Miami FL 33129 CITY FUNDING AMOUNT: $713,625 Homeland Defense/Neighborhood Funding Source Improvement Bonds — Museum of Science — Bicentennial Park :Enabling Legislation: Resolution Total Estimated Project Cost: 09-0370 Adoption Date 7/23/2009 B-78502A $27.2,800,000 CIP Job Number: arnpptkebral Project Description: Planning, development, design, project management activities, equipment, installation, construction, materials, and/or related capital components relating to the design and construction of the Miami Museum of Science & Planetarium (including, but not limited to the Renewable Energy Project) to be located 'at•the City's Bicentennial Park, hereinafter collectively referred to as "Project", This Amendment ("Amendmen ") is made and entered into this io day of ,.20D3 (but effective as of 1/S4 n , 2009, "Effective Date") and between the City of Miami, Flarifla, a municipal corporation of the State of Florida, whose principal address is 444 S.VV. 2nd Avenue, 10th Floor, Miami, Florida 33130 (the "City") and 'Museum of Science, Inc. (d/b/a Miami Museum of Science & Planetarium), a Florida not -for -profit corporation, whose principal address is 3280 South Miami Avenue, Miami, Florida 33129, ("Grantee"). WITNESSETH: Amendment No. 2 WHEREAS, on November 13, 2001, the voters of the City of Miami ("City") approved by referendum the City's issuance of $255 million in limited ad valorem tax general obligation bonds -for homeland security, neighborhood improvements, capital projects and infrastructure improvements, the "Homeland Defense/Neighborhood improvement Bonds" ("Bonds"); and WHEREAS, Ordinance No. 12137, adopted October 11, 2001, authorized the November 2001 bond referendum and initially allocated future Bondfunds to specified projects that were subsequently clarified by Resolution No. 02-1294, adopted December 12, 2002; and WHEREAS, the public information campaign conducted for the voter referendum and the enabling legislation identified the "Miami Museum of Science" and the allocation of Bond proceeds "to assist the museum with its development efforts for a Bicentennial Park .("Park") location," which is a recreational facility owned by the City and located at 1075 Biscayne Boulevard, Miami, Florida; and WHEREAS, the City has completed and approved a community -based preliminary plan entitled "Bicentennial Park -Museum Park" which recommends reserving areas in the Park for the development of a science museum and' an art museum; and WHEREAS, Miami -Dade County voters also approved, in November, .2004, the issuance of general obligation bonds and has included in its bond program the sum of $150,000,000 to support the development of a new science museum -facility in Bicentennial Park ("Project"); and • WHEREAS, the Project will be a public science museum, a significant community asset offering interactive and other science exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and youth programs and will enhance the understanding of science and technology, Miami's revitalization program bringing local and international visitors, creating jobs, improving workforce preparation, increasing investments as well as improving the quality of fife for residents; and WHEREAS, the science museum was founded in .1949 by the Junior League of Miami, a private non-profit organization, and is operated today by th,e Museum of Science, Inc. d/b/a Miami Museum of Science & Planetarium ("MMOS") on property owned by Miami -Dade County; and WHEREAS, MMOS is a 501(c)(3) tax exempt organization devoted to inspiring people of all ages and.cultures to enjoy science and technology, to better understand ourselves and our world; and WHEREAS, MMOS has been a significant contributor and an integral partner in the processes undertaken thus far for the Project; and WHEREAS, it is the intention of the City to continue to foster the existing coalition for the Project with MMOS and Miami -Dade County and to secure a legal arrangement with the parties for the design and implementation of the Project at said City -owned park; and Amendment No. 2 2 WHEREAS, in May of.2005, the City's Bond Oversight Board reviewed and favorably recommended an original $700,000 allocation for the Project under the Original Grant Agreement for City Commission approval; and WHEREAS, in furtherance of the Project, MMOS has previously conducted initial market research and feasibility studies and secured consultants specializing in project planning•to include the master plan for the new museum, coordination efforts, a financial feasibility study and project management services, having a combined initial cost of $2,568,874, and the City has previously awarded to MMOS from the Bond proceeds e grant in the amount of $700,000 to cover a portion of these initial Project activities pursuant to Resolution No. D5-0416 adopted July 7,2005; and WHEREAS, in connection with the Project, MMOS applied to and received a first award from the United States Department of Energy National.EnergyTechnology Laboratory for $738,000, if MMOS were able to provide a fifty percent (50%) match of up to $738,000, for the proposed MMOS Renewable Energy Project; and WHEREAS, 'MMOS requested the match up to $738,000, from the City and the City found and determined that these activities to be conducted by or on behalf of MMOS for the Renewable Energy Project as part of the overall capital components of the Project will ultimately and primarily benefit the general public as a downtown regional cultural and scientific facility accessible to the public; and WHEREAS, the City Commission, pursuant to R-0B-0172, authorized the allocation of City funds in an amount up to $738,000, for the required match for the acquisition of certain capital project components and related planning, design and project management activities for the Renewable Energy Project as part of the overall Project and further authorized the City Manager to execute Amendment No. 1 to the Original Grant Agreement; and WHEREAS, MMOS has applied to and received a pending second award notice from the United States Department of Energy National EnergyTechnology Laboratory • that the proposed MMOS Renewable Energy Project is eligible for federal funding of .up to $713,625, if MMOS has a match of $713,625, for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS has requested the match of $713,625 from the City and the City finds and determines that these activities to be conducted by or on behalf of MMOS for the Renewable Energy Project as part of the overall capital components of the Project will ultimately and primarily benefit the general public as a downtown regional cultural and scientific facility accessible to the public; and WHEREAS, the City Commission, by passage of Resolution No, 09-0370, adopted July 23, 2009, has authorized the allocation of City funds in an amount .up to $713,625, and further authorized the City Manager to execute this Amendment No. 2 for said purposes; and WHEREAS, the Original Grant Agreement, Amendment No, 1, and this Amendment No, 2 set forth the duties and responsibilities of the City and MMOS, provide for the uses, accountability, accessibility, and terms of the overall Project and the Renewable Energy Project undertakings by MMOS; and Amcndmcnl No. 2 3 WHEREAS, the Original Grant Agreement, Amendment No. 1, and this Amendment No..2 also provide for MMOS and its.successors to maintain public access to facilities developed with Homeland Defense Neighborhood Improvements Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, funds for the additional allocation up to $713,625 are available from B-78502A, Capital improvements Project No. 333143 entitled "Museum Of Science - Developrnent of Bicentennial Park" under the Homeland Defense - Neighborhood Improvement Bond Program; and WHEREAS, also on June 14, .2007, May .22, 2008, and July .24, 2008, the City Commission has directed certain conditions (collectively, the "Directives") and MMOS has indicated its willingness pursuant to the terms and conditions of this Amendment that MMOS will fulfill the City Commissions as instructed, waived or modified by the City Commission as either set forth in this Amendment or as further detailed and enforced in other appropriate and applicable definitive documents setting forth acceptable terms and conditions such as an Interlocal Agreement, a Memorandum of Understanding, a lease, any subleases, a community benefits agreement, a master development agreement, a master management agreement and/or other applicable agreements (collectively, "Definitive.Documents", related to MMOS's involvement in the Museum Park Project and Museum Park; and WHEREAS, the MMOS Renewable Energy Project will be a significant community asset, and the grant funds appropriately employed MMOS in accordance with the Agreement and this Amendment serve an important public purpose, and accordingly, the City has agreed to make the additional $713,625 grant to MMOS under the terms and conditions set forth herein. NOW, THEREFORE., in consideration of the foregoing, and the promises and covenants contained herein the parties hereby amend the Original Grant Agreement as follows: TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Amendment to the Original Grant Agreement. The Original Grant Agreement, Amendment No. 1, all attachments thereto, and all enabling legislation therefore are hereby incorporated. The Updated Detailed Project Information, including itemized Scope of Work, Project Budget, and Time of Completion for the original Project and for the Renewable Energy Project are hereby incorporated, made a part of this Amendment and the Original Grant Agreement and attached hereto as "Composite Exhibit A-2". The Resolution No. 09-0370 and all exhibits and attachments thereto as the Enabling Legislation for this Amendment are hereby incorporated, made a part of this Amendment and the Original Grant Agreement Grantee's Not -For -Profit Corporation Resolution dated July 2, 2009 authorizing its execution, delivery and entering into of this Amendment and. Grantee's "D/B/A Certificate" are hereby incorporated. The Amendments and the Original Grant Agreement, including all Exhibits to the Amendments and the Original Grant Agreement, shall collectively be referred to and shall collectively form the "Agreement" between the parties. Amendment No. 2 4 2. Definitions: Subsection 1.4 of Section 1 of the Original Grant Agreement is hereby amended as follows: 1.4 Eligible Expenses: For purposes of this Agreement, Project -related costs that may befunded•from the CiTY FUNDING AMOUNT shall be defined to mean and include fees for professional engineers, architects, landscape architects, surveyors, mapping, other bonafide design professionals, planning professionals and related materials, geotechnical testing, costs of equipment and materials to be purchased and installed in the Project facility for the weather station, costs of related installation, and costs of construction for capital components of the Project (including but not limited to capital components for the Renewable Energy Project, the playground areas, and the roof and infrastructure of the Facility). There shall be no mark up on such fees and/or costs passed to the City. All persons and/or firms engaged shall be duly licensed and certified as required by the laws of the . State of Florida. These • costs are identified in Composite Exhibit A and in Composite Exhibit A-1 and A-2 (collectively referred to hereinafter as "Exhibit A") as approved Project -related expenses. 1.11 Exhibit A: Shall mean collectively Composite Exhibit A, alael Composite Exhibit A-1 and A-2. The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 1 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 3. Assistance from CITY: Subsection 3.1 of Section 3 of the Original Grant Agreement is hereby amended as follows: 3.1 Financial assistance in an amount not to exceed One Million, Four Hundred and Thirty Eight Thoesend Dollars ($1,138,000) Two Million, One Hundred Fifty One Thousand, Six Hundred Twenty Five Dollars ($2.151.6251. the CITY FUNDING AMOUNT, from the designated FUNDING SOURCE for the WORK approved by the Enabling .Legislations and as further specified in the attached Exhibit A. City shall have no obligation under this Agreement to fund any amounts in excess of the CITY FUNDING AMOUNT. Said funds will be paid on a reimbursement basis to GRANTEE as setforth is Section 10 herein. The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 3 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 4. Grantee Responsibilities: Section 4 of the Original Grant Agreement remains amended as follows to include the subsection 4.8 pursuant to Amendment No. 1: AmcndmcnI No. 2 5 4.8 Grantee agrees that is shall fulfill in a timely manner all of the conditions required by the City Commission Directives, as instructed, modified or waived by the City Commission as set forth in the Definitive Documents to be negotiated by the City Manager and MMDS with the other applicable parties, Grantee further agrees that failure by Grantee to fulfill any of the conditions of the Directives, unless such condition(s) islare subsequently waived or modified by the City Commission, shall constitute a default of the particular Definitive Document containing the particular condition that is not fulfilled. If in the future in the event that any conflict or inconsistency occurs between the terms of this Amendment, the Original Grant Agreement, and any terms of any other appropriate and applicable Definitive Document(s), then the terms of such other appropriate and applicable Definitive Document(s) shall control. 5. Homeland Defense Bonds, Condition Precedent: Section 6 of the Original Grant Agreement is hereby amended as follows: Where the CITY FUNDING SOURCE for the FUNDING AMOUNT, or any portion thereof, has been identified as' the Limited Ad Valorem Tax Bonds, Series .2002. and Series 2007, and Series 2009, collectively "Homeland Defense/Neighborhood Improvement Bonds" (the "Bonds"), it is a condition precedent to the CITY's ability to lawfully enter into this Agreement, as amended from time to time, that the City receive a recommendation from its Bond Oversight Board regarding the City's use of a portion of the proceeds of the Bonds 'to fund the specified PROJECT pursuant to the terms, covenants, and conditions of this Agreement, as amended from time to time. This condition has been fully performed as the Bond Oversight Board approved (i) the original CITY FUNDING AMOUNT of $700,000 for these stated purposes at its May .24, 2005 meeting; and (ii) an . additional $2,000,000 for the MMOS at its meeting of June 26, 2007. The Grantee .and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 6 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 6. Match Required: Section 10 of the Original Grant Agreement is hereby amended as follows: The GRANTEE shall identify, secure and expend an amount equal to the CiTY FUNDING AMOUNT up to an amount not to exceed One Million Four Hundred and Thirty Eight Thousand Dollars ($1,438,000) Two Million Onp Hundred Fifty One Thousand. Six Hundred Twenty Five Dollars ($2.151.6251. ' as the required matching funds for the Work. At the request of DIRECTOR, GRANTEE shall furnish such evidence of matching funds as DIRECTOR deems appropriate, including submittal of an audited financial statement prepared by an Independent Certified Public Accountant. Any portion of the GRANTEE match funds not substantiated will result in a proportionate reduction • in the CITY FUNDING AMOUNT up to an amount not to exceed-""IIImred and Thir`.y- AmcndmcnI No. 2 6 Eight Thousand Dollars ($1/38,000) Two Million, One Hundred Fifty One Thousand, Six Hundred Twenty Five Dollars (S2.151,625) The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 10 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 7. ALL OTHER PROVISIONS OF ORIGINAL AGREEMENT REMAIN AS AMENDED AND CONTINUED: The GRANTEE and the CITY acknowledge and agree thatall other terms, conditions, representations, warranties, and covenants of the Original Agreement as amended remain in full force and effectas amended and continued by this Amendment, including all Exhibits to both the Original Amendment, Amendment No, 1, and this Amendment No. 2, to form the entire Agreement. This instrument and its exhibits and attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly .set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Amendment No. 2, Amendment No. 1, and the Original Agreement as they collectively form the Agreement are of no force or effect. 8. COUNTERPARTS: This Amendment to the Original Agreement may be executed in four or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Amendment No. 2 7 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: riscilla A. Th mpson, City Clerk Date: $ /D—D "City" CITY corpo By: Pedro G. , a municipal "GRANTEE" MUSEUM OF SCIENCE, INC. (DOA/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation int Name: 1 Ut he,/ TH i T Name: DEa b i Title: fE (Authorized,orporate Officer) APPROVED AS TD:-FORM AND CORREICTNES : : Bru it ttorney ,4(k or Risk Management l irector RESOLUTIONS NO.•05-0416, 08-0172, and De- 05/0 ATTEST: ndez, City Manager By: ��f�• / Print Title: Vi c-D - fri• A-C-V r4Z t3o /M_D " (Corporate Seal) APPROVED AS TO INSURANCE REQUIREMENTS: Amen dmcnl No. 2 LeeAnn Brehm . ACDRD CERTIFICATE OF LIABILITY INSURANCE PRODUCER- MDRTON .D. WEINER/AMPAC CORAL GABLES 362 222INORCA AVENUE ' CORAL GABLES FL .33134 Phone:305-444-2324-F'ax:305-444-4980 OP ID GP DATE (MMIDDIYYYY) MUSED-1 03/25/09 THIS CERTIFICATE IS ISSUED AS A NATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND DR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIL # INSURED Museum of Science. Inc. 3280 South Miami Avenue Miami .FL 3312 9 INSURER& Great American Znsnranoe INSURERS; Ace American INSURER 0: -Everest Indemnity INSURER D: INSURER B: ..uv crvau>=0 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO NOH5.H THIS •CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCEAFFORDED BYTHE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. . IA LiR U U (NERD TYPE OF INSURANCE 'TPOLI'YEFFECTIVE POLICY NUMBER i OAT_ (MhVDDIYY) POLICY EXPIRATION DATE IMM/OD/YYJ LIMBS A GENERAL X LABILITY CDMMERCIALG�.RALUABILnY 96PAC00002799869DD 03/21/09 03/21/10 EACH OCCURRENCE 5 1 , 000 , 000 UhMkvc U rtdv 1 CU PFJF✓ds'I L/s acurEnte) 6300,000 MED EXP (Any one person) 5 5 , D 0 D CLAIMS MADE [Xi 1 OCCUR PERSONAL d A0V INJURY 5 1, 0 0 0, 0 00 GENERAL AGGREGATE 51,OD0,000 PRODUCTS-COMP/OP AGO 5 5,000,000 GEN?.AGGREGATE LIMRAPPLIES Pelt \--1POLICY7fa 7LOC Elea Ben. 1,000)000 A AUTOMOBILE _ �_ LIABILITY ANYAUTo ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON•OWN� AUTOS , 96_AC0000279986900 O I`�` 11" D D D +EB bp, 1J .,I::.•,,�\y\ n 03/21/D9 :l `-; 03/21/10 { O E!NEDISINGLE LIMIT 51 , 000 , 000 BODILY INJURY (Per pram) 5 BODILY INJURY (Par a=idenqX 5 — X PRDrPBBRTY DAMAGE (Per etlenl) 5 GARAGE ^- TY LIABILITY ANY AUTO 11 1 ' \o \ \\\ AUTO ONLY -EA ACCIDENT S CTkGR'THAN EA ACC 5 AUTO ONLY:• AGG 5 A EXCESS/UMBRELLA LIABILITY X OCCUR n cLAIMBMADE DEDUCTIBLE RETENTION 5 96EXC000279987000 03/21/09 03/21/10 EACH OCCURRENCE 5 10 , 000 , 000 AGGREGATE 610,000,000 5 5 S C WORKERS PROPRIETORIPARTN OFFICER/RE Ir tdeecbe COMENSATIONAND H SER EXCLUDED? vndar PROVISIONS beiew D9122256 01/01/09 ' IWYLMI X Ur.. 01/01/10 ELEACHACCIDENT 5500,000MANY • E.L. DISEASE - EA EMPLOYEES 600,000 E.L. DISEASE - POLICY LIMIT B500,000 B OTHER Inland Marine iM0108671898A12060 5003/21/09 • 03/21/10 2,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Certificate Holder is named as aririi tional insured. • CERTIFICATE HOLDER CITYOEM City of Miami Dianne Johnson Dept of Capital Improvements RREC,r(VED 44 SW Secons Ave Bth F1oo/A -' Miami FL 33133 3 Q ZDO9 CAPITAL ��r OVEME,, ACORD 25 (20011D8) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO DATE THEREOF,THE ISSUING INSURERWLL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO 50 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER., ITS AGENTS OR REPRESENTATIVES. . AUin, EP SENTF7 V Ts ®ACORD CORPORATION 195 MIAMI.SC[ENCE MUSEUM INC OFFICER'S CERTIFICATE NOT -FOR -PROFIT CORPORATION RESOLUTION WHEREAS, Museum of Science Inc., d/b/a% the Miami Museum of Science & Planetarium, desires to enter into an Amendment ("Amendment") to the original Project Co-operation Agreement for Planning & Design — Miami Museum of Science & Planetarium, B-78502, dated July 21, 2D05, (the 'Original Grant'Agreement") but effective as of July 7. 2005 with the City of Miami for the purposes of amending the Original Grant Agreement, for the purposes of Planning & Design and Renewable Energy Project as described in the Amendment and the Original Grant Agreement to which this. Resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for - profit corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD O.F DIRECTORS of the Miami Museum of Science & Planetarium that Gillian Thomas as the President and Chief Executive Officer and Frank Steslow as the Chief Operating Officer are hereby authorized and instructed to execute, deliver, • and enter into the Amendment to the Original Grant Agreement, in the name and on behalf of this not -for -profit corporation, with the City of Miami upon the terms and conditions contained in the proposed Amendment to the Original Grant Agreement to which this Resolution is attached, to update .the insurance requirements, and -to comply with -the terms and conditions of the Original Grant Agreement as amended by the Amendment. DATED this 2ND day of July, 2009. Miami Science Museum, A Florida Not -For -Profit Corporation S nature Name: Gillian M. Thomas Title: President and CEO Attest: Sig f Not -For -Profit Corporation Secretary • Name: Victor M. Alvarez (Corporate Seal) ti COMPOSITE EXHIBIT A ; ("ORIGINAL GRANT AGREEMENT") PROJECT CO-OPERATION AGREEMENT, DATED AS OF JULY.21,.2005, AMENDMENT NO..1, AND ALL EXHIBITS AND ATTACHMENTS THERETO (INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution Amendment No. 2 9 / AMENDMENT TO PROJECT COOPERATION AGREEMENT 3etwee.n CITY OF MIAMI AND -MUSEUM OF SCIENCE, INC.. (D/B!A! MIAMI MUSEUM OF SCIENCE & PLANETARIUM) GRANTEE: Museum of Science, Inc, dib/a Miami Museum of Science & Planetarium PROJECT:Museum of Science & Planetarium lincluding Planning & Design and Renewable Project) Energy Project Location: Miami Bicentennial Park Conttaission Dixtrlyd 2 (Sarnoff) New Phom Fax Grantee P raj eat Frank Steslow • Manager Chief Operating Officer 305-646-426S 305-646-4300 Naix Phri. fix Addrrsslo Gillian Thomas, President Above above Notifications CITY stale Zip :Regarding this Document Malin Addrots 3260 South Miami Avenue Miami FL • 33129 Strut addre a Same Miami FL • 33129 Homeland Defense/Neighborhood •CITYFUNDING AMOUNT: $738,00D Funding Source. Improvement Bonds —.Museum of Science — Bicentennial Park Enabling'Legislation: Resolutions 5 end 05 0416 08-0172 1 AdoptionDate 07/07/05 and 03/27/08 Total Estimated Project Cast: $272,800,000 CIP Job Number: nraaau--010 &78502 Proj ect Description: Planning, development, design, project management activities, equipment, installation, construction., materials, •andlorrelated capital components relating to the design and construction of the Miami Museum of Science & Planetarium lincluding, but not limited to the Renewable Energy Protect) to be located at the Clty's Bicentennial Park, hereinafiter•collectively referred to as "Protect". T.his.Amendment ("Amendment") is made and entered Into this 15 day of (01 , 2003, (but effective as of Jp{,),,C ti �t 200g, "Effective Date") by and between the City of Miami, Florida, a municipal corporation of the State of Florida, whose principal address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 3313D (the "City') and Museum of Science, Inc, (d/b/a Miami Museum of Science & Planetarium), a Florida not -for -profit corporation, whose principal address is 3280 South Miami Avenue, .Miami, Florida 33129, ("Grantee"). WITNESSETH: Antcndmmnt WHEREAS, on November 13, 2001, the voters of the City of Miami ("City") approved by referendum the CIty's Issuance of $255 million In limited ad valorem tax general obligation bonds for homeland security, neighborhood improvements, capital protects and infrastructure Improvements, the "Homeland Defense/Neighborhood Improvement Bonds" ("Bonds"); and WHEREAS, Ordinance, No. 12137, adopted October 11, 2001, authorized the November 2001 bond referendum and Initially allocated future Bond funds to specified protects that were subsequently clarified by Resoluthn No. D2-1294, adopted December 12, 2002; and . WHEREAS, the public information campaign conducted for the voter referendum and the enabling legislation identified the "Miami Museum of Science" and the allocation of Bond proceeds "to assist the museum with Its development efforts for a Bicentennial Park ("Park") location," which Is a recreational facility owned by the City and located at 1075 Biscayne Boulevard, Miami, Florida; and WHEREAS, the City has completed and approved e community -based preliminary plan entitled "Bicentennial Park -Museum Park" which recommends reserving areas In the Park for the development of a science museum and an art museum; end WHEREAS, Mlarnl-Dade County voters also approved, In November, 2004, the issuance of general obligation bonds and has Included In Its bond program tha sum of $150,000,000 to support the development of a new science museum facility In Bicentennial Park ("Project"); and WHEREAS, the Project will be a public science museum, a significant community asset offering interactive and other science exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and youth programs and will enhance the understanding of science and technology, Miami's revitalization program bringing local and International visitors, creating jobs, Improving workforce preparation, increasing investments es well as Improving the quality of life for • residents; and WHEREAS, the science museum was founded In 1949 by the Junior League of Miami, a private non-profit organization, and Is operated today by the Museum of Science, Inc. d/b/a Miami Museum of Science & Planetarium ("MMOS") on property owned by Mlamt-Dade County; and . WHEREAS, MMOS Is a 501(c)(3) tax exempt organization devoted to inspiring people of all ages and cultures to enjoy science and technology, to better understand ourselves and our world; and WHEREAS, MMOS has been a significant contributor and an Integral partner in the processes undertaken thus far for the Project; and • WHEREAS, It Is the intention of the City to continue to foster the existing coalition for the Project with MMOS and Miami -Dade County and to secure a legal arrangement with the parties for the design and Implementation of the Project at said City -owned park; and 0 :-4y Nnondment 2 WHEREAS, in May of 2005, the City's Bond. Oversight Board reviewed and favorably recommended an original $700,000 allocation for the Project under the Original Grant Agreement for Clty Commission approval; and WHEREAS, In furtherance of the Project, MMOS has previously conducted initial market research and feasibility studies and secured consultants specializing to project planning to Include the master plan for the new museum, coordination efforts, a financial feasibility study and project management services, having a combined Initial cost of $2,568,874, and the City has previously awarded to MMOS from the Bond proceeds a grant in the amount of $700,000 to cover a portion of these Initial Project activities pursuant to Resolution No, 05-0416 adopted July 7, 2005; and WHEREAS, In connection with the $700,000 grant, the Clty and MMOS have previously entered into a Project Cooperation Agreement dated July 21, 2005 (the "Original Grant Agreement") and MMOS has agreed that all documents, reports, materials and drawings that are developed with the assistance of the City Bond proceeds shall become the property of and be owned by the City, which will subsequently make such documents, reports, materials and drawings freely available to MMOS and to Miami -Dade County, if applicable, for use on the Project; and WHEREAS, in June of2007, the City's Bond Oversight Board reviewed and favorably recommended an additional $2,000,000 allocation for the Project for City Commission approval; and WHEREAS, In connection with the Project, MMOS has applied to and received a pending award notice from the U.S. Department of Energy National Energy?echnology Laboratory that the proposed MMOS Renewable Energy Project is eligible for federal funding of up to $738,000 If MMOS has a fifty percent (50%) match of up to $738,000 for a total maximum amount of $1,476,000 for the proposed MMOS Renewable Energy Project; and • WHEREAS, MMOS has requested a match of up to $738,000 from the City and the City finds and determines that these activities to be conducted by or on behalf of MMOS for the Renewable Energy Project as part of the overall capital components of the Project will ultimately and primarily benefit the general public as a downtown regional cultural and scientific facility accessible to the public; and WHEREAS, the City Commission, by passage of Resolution No, 08-0172, adopted March 27, 2008, has authorized the allocation of Clty funds In an amount up to $738,000 for the required fifty percent (50%) match for the acquisition of certain capital project components and related planning, design and protect management activities for the Renewable Energy Project as part of the overall Project and further authorized the City Manager to execute this Amendment for said purposes; and WHEREAS, the Original Grant Agreement and this Amendment set forth the duties and responsibilities of the City and MMOS, provide for the uses, accountability, accessibility, and terms of the overall Project and the Renewable Energy Project undertakings by MMOS; and WHEREAS, the Original Grant Agreement and this Amendment also provide for MMOS and its successors to maintain public access to facilities developed with monainont 3 3 Homeland Defense Neighborhood Improvements Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, the City Commission has found and determined In Resolution No. 05-0172 that proper use of this additional allocation up to $738,DOD will primarily benefit the general public and serves a paramount public purpose; and WHEREAS, funds for the additional allocation up to $738,000 are available from 6-78502, Capital Improvements Project No, 333143 entitled "Museum Of Science - Devebpment of Bicentennial Park" under the Homeland Defense - Neighborhood Improvement Bond Program; and • WHEREAS, also on. June 14, 2007, May 22, 200B, and July 24, 2008, the City Commission has directed certain conditions (collectively, the "Directives") and MMOS has indicated its willingness pursuant to the terms and conditions of this Amendment that MMOS will fulfilI the City Commission .Directives as Instructed, waived or modified by the City Commission as either set forth in thls Amendment or as further detailed and enforced in other appropriate and applicable definitive documents setting forth acceptable terms and conditions such as an Interlocal Agreement, a Memorandum of Understanding, a lease, any subleases, a community benefits agreement, a master development agreement, a master management agreement and/or other applicable agreements (collectively, "Definitive Documents", related to MMOS's involvement in the Museum Park Project and Museum Park; and WHEREAS, the MMOS Renewable Energy Protect will be a significant community asset, and the grant funds appropriately employed MMOS In accordance with the Agreement and this Amendment serve an Important public purpose, and accordingly, the City has agreed to make the additional $738,000 grant to MMOS under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing, and the promises and covenants contained herein the parties hereby amend the Original Grant Agreement as follows: TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated Into and made a part of this Amendment to the Original Grant Agreement. The Original Grant Agreement, all attachments thereto, and all enabling legislation therefore are hereby incorporated, made a part or thls Amendment, and attached hereto as "Composite Exhibit A". The Updated Detailed Project Information, including Itemized Scope of Work, Protect Budget, and Time of Completion for the original Project and for the Renewable Energy Project ere hereby Incorporated, made a part of this Amendment and the Original Grant Agreement and attached hereto as 'Composite Exhibit A-1 °. The Resolution No. D8-0172 and all exhibits and attachments thereto as the Enabling Legislation for this Amendment are hereby Incorporated, made a part of this Amendment and the Original Grant Agreement, and attached hereto es "Composite Exhibit B°. The updated insurance requirements and payment and performance bond requirements, as applicable, are hereby Incorporated, made a part of this Amendment and the Orlgtnal Grant Agreement, and attached hereto as "Composite P1ol Enerav Prolect Exhibit C. Grantee's Not -For -Profit Corporation Resolution dated f t ItiCh irc;1 2009 authorizing Its execution, delivery and entering Into of this Amendment and Grantee's "D/B/A Certificate" are hereby Incorporated, made a part of *this Amendment and the Original Grant Agreement and attached hereto as "Composite Exhibit D. This Amendment and the Original Grant Agreement, including all Exhibits to this Amendment and the Original Grant Agreement, shall collectively be referred to and shall collectively form the "Agreement" between the parties, .2. Definitions: Subsections 1,3, 1,4 of Section 1 of the Original Grant Agreement is hereby amended as follows: 1.3 Director or Chair shall mean the CITY's Director of the Department of Capital Improvements or his authorized Designee pr once apppinted. the Chair of # e Museum Park Prolect Fundino and Construction Oversioht Committee ^reeled by City Commission R solution No. DB-O -O2 Adopted July 90 2DDB,y Either the Director or the Chair. but not both,.shell fulfill the resnonsihliltles under Section 7 Project Proof e 1,4 Ellolble Expenses: For purposes of this Agreement, Project -related costs that may be funded from the CiTY FUNDING AMOUNT shall be defined to rnean and Include fees for professional engineers, architects, landscape architects, surveyors, mapping, other bonaflde design professionals, planning professionals and related materials, old geotechnlcal testing, costs of eoulomeni and materials to be purchased and inslelied In the Prdf ct facif y for the weather station costs of related Installation and oostE of construction for copilot components. of the limited to capital components for' the RQrleweble round areas end the roof and Infrastructure of the Fecilityl There shall be no mark up on such fees and/or costs passed to the City, All persons and/or firms engaged shall be duly licensed and certified as required by the laws of the State of Florida. These costs are identified In Composite Exhibit A and In Composite Exhibit A-1 (collectively referred to herelrtaf'ter es 'Exhibit A" I as approved Project -related expenses. • 1 11 Exhibit A; Shati me )=xhibit A-1, Ite Exhjblt A and Composite The Grantee and the City acknowledge and agree. that all other terms, conditions, representations, warranties, and covenants of Section 1 of the Original Grant Agreement remain In full force and effect as amended by this Amendment. 3. Assistance from CiTY: Subsection 3.1 of Section 3 of the Original Grant Agreement Is hereby amended as follows: 3,1 Financial assistance in an amount not to exceed $7D0,ODD One Million Fo r Hundred an ThirtvThousand Dollars (.,,:43O.DOOI, the CITY FUNDING AMOUNT, from the designated FUNDING SOURCE for the WORK approved by the Enabling Legislations and as further specified In the attached Exhibit A. City shall have no obligation under this Agreement to fund any amounts In excess of the CiTY FUNDING 04--"IPT rinend,n: t 5 AMOUNT. Said funds will be paid on a reimbursement basis to GRANTEE as set forth is Section 10 herein. The Grantee and the Clty acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 3 Df the Original Grant Agreement remain -In full force and effect as emended by this Amendment. 4. Grantee Responsibilities: Section 4 of the Original Grant Agreement Is hereby amended as follows to add a new subsection 4,8; 4.6 Grantee agrees that it shall fulfill In .a timely manner all of the conditions reoulred by the City Commission Directives. as instructed, modified or waived by the .CI v Commission as set forth In .the Definitive Documents to be negotiated by the City Man per and MMOS with the other pDDIicahle parties, Granfee further sprees that failure Int Glentee-to fulfill r. env of the conditions of the Directives, unless such condtilon(sl is/are subsequently waived or modified by the City Commission, shall constitute a default of the. particular Definitive .Document containino the particular pondition that is not fulfilled If .in the fr ter 'nettle ,v n that anv conflict or Incur le eneY ^^^ac hatween the farms of this Amendment fhe Original Grant Agreement and anv terms of anv • aer approorlete and applicable p_efiniliv u i nt(s) then ih terms of such otbeti:...appCo late ono applicable Definitive Documentls) shall control 5. Homeland Defense Bonds. Condition Precedent: Section 6 of the Original Grant Agreement is hereby amended as follows; Where the CiTY FUNDING SOURCE for the FUNDING AMOUNT, or any portion thereof, has been Identified as the Limited iAd Valorem Tar, Bonds, Series 2002 and Series _.__2Q07, collectively "Homeland Defense/Neighborhood Improvement Bonds" (the "Bonds"), It is a condition precedent to the CITY's ability to lawfully enter into this Agreement. as pima ded from time to time, that the Clty receive a fevorcblo recommendation.frour Its Bond Oversight Board ct;ting that the City may ar,p4-y reperdlnq the .Cttv's use of a portion of the proceeds of the Bonds to fund the specified PROJECT pursuant to the terms, covenants, and conditions of this Agreement, as amsndAd from tamp to time. This condition has been fully performed as the Bond Oversight Board approved al the original CITY FUNDING AMOUNT p 8700,800for the stated purposes at Its May 24, 2005 meeting: and fill an additional $2,000.000 for the MHOS et fEs mee�rgsrf,.J�f�le?, 2007• The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 6 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 6. Match Reouired:, Section 10 of the Original Grant Agreement is hereby amended as follows: Amendment 6 The GRANTEE shall Identify, secure and expend an amount equal to the CiTY FUNDING AMOUNT of $700,000 yip to an amount not to exceed One Million Four Hundred and Thirty-ElohtThousand Dollars ($1,435,000) as the required matching funds for the Work. At the request of DIRECTOR, GRANTEE shall furnish such evidence of matching funds as DIRECTOR deems appropriate, Including submittal of an audited financial statement prepared by and — Independent Certified Public Accountant. Any portion of the GRANTEE match funds not substantiated will result in a proportionate reduction In the CITY FUNDING AMOUNT ef---P-P7049 LID to an amount not to exceed One Minpn Four Hundred and Thirtv-Eipht Thousand Dollars (S1.438.0001 The Grantee and the Cliy aoknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 10 of the Original Grant Agreement remain in full force and effect as amended by this Amendment, 7; Severabilfty: A new Section 24 Is hereby added to the Original Grant Agreement as follows: p4. Severability: Should env pipvision,paraaraph, sentence. word or phrase contained in this Agreement be determined by a court of competent iurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami. such provision, paragraph, sentence. word or phrase shall be deemed modified to the extent necessary in order to conform with such laws. or if not modifiable, then the same shall be deemed severable, and in either event. the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use, 8. UPDATES OF INSURANCE REQUIREMENTS. PAYMENT AND PERFORMANCE BOND REQUIREMENTS. AND CORPORATE RESOLUTION. Provider has updated Its insurance requirements and payment and performance bond requirements, as applicable, as Amended Exhibit C attached hereto and made a part hereof and Its corporate resolution as Amended Exhibit D attached hereto and made a part hereof. B. ALL OTHER PROVISIONS OF ORIGINAL AGREEMENT REMAIN AS AMENDED .AND CONTINUED: The GRANTEE and the CITY acknovdledge and agree that all other terms, conditions, representations, warranties, and covenants of the Original Agreement remain In full force and effect as amended and continued by this Amendment, Including all Exhibits to both the Original Amendment and this Amendment, to form the entire Agreement.. This instrument and Its exhibits and attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set fortis the rights, duties, and obligations of each to the other as of Its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Amendment and the Original Agreement as they collectively form the Agreement are of no force or effect, Amene nenl 7 10. COUNTERPARTS: This Amendment to the Original Agreement may be executed in four or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties here -to have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Priscill Date: • Thompson, City Cler. (../ .. "City" CITY O torpor , a municipal edro G. s andez, City Manager "GRANTEE" MUSEUM OF SCIENCE, INC. ((YEW MUM MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not-For-Proft Corporation PrinL Name: Name: Title: k..5 1-‘\ r—• (,G (Authorized Corporate Officer) APPROVED AS TO FORM AND CORRECTNESS: Julie O. B: City Attorney. ATTEST: By: / Prlr 7oxq i ltle; ,Fo/41-0,D 7 (Corporate Seal) APPROVED AS TO 1 SURANCE EQUIREMENTS: ate-' LeeAnn Brehm '_ Risk Manage eat Director RESOLUTIONS NO. 05-0416 and 0B-0172 04-141 Amendment 8 COMPOSITE EXHIBIT A ("ORIGINAL GRANT AGREEMENT") PROJECT CD -OPERATION AGREEMENT, DATED AS OF JULY24,.2006 AND ALL EXHIBITS AND ATTACHMENTS THERETO .(INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution fqf Amendment 9 PROJECT CO-OPERATION AGREEMENT GRANTEE: Museum of Science, Inc. (d/b/a Miami Museum of Science & Planetarium) • PROJECT: ojeot i,00ation: . Grantee Project Manager: Planning & Design - Miami Museum of Science & Planetarium Coelaisainn Miami Bicentennial Part: Disi,-aiot 2 Ninton ) ' Hams Phone Pax Jonah Pruitt III, Executive Vice President 305-B46-429D 305-546-4430 Notifications sding this noc ument Address to Name Gillian Thomas, President Phone above Car above awing kddress 3260 S, Miami Ave. CITY Miami state FL Lip 33129 street ndr!rea9 same Miami FL 33129 CiTY FUNDING AMOUNT: $700,000 Funding Source Miami Museum of Science— Bicentennial Park .Enabling Legislation: Resolution 05-0418 Adoption Date 7/712005 Total Estimated .Project Cost: $272 13DD 000 TIP Job Number: TodB-7B502 + I Cif mair.bia) . Project 'Description: Planning, development and project management activities relating to the construction of Miami Museum of Solence & Planetarium to be located at the Cl T Y's Bicentennial Park, hereinafter referred to as PROJECT'. THIS AGREEMENT (hereinafter referred to as the "AGREEMENT') is made and entered into as of 212- clay y, 2D05, with the specified effective date, by and between the CiTY OF MIAMI, a muns`cipal corporation of the State of Florida (hereinafter referred to as "CITY"), with offices at 444 S,W, 211d Avenue, Miami, Florida 33130-1910 and the GRANTEE named above, with offices located at the Grantee Street Address given above. RECITALS; The Intent of this Agreement Is to outline the respective expectations and obligations of parties regarding the specified cooperative capital improvement project (the "PROJECT") named above and further defined in this document, The GRANTEE has Initiated and/or is responsible for the completion of the PROJECT, for which It has requested financial assistance from the CITY for payment of certain allowable costs and expenses, r9--q1 Z9 PrnJeat Coope.-ative Agreement -1— The CITY has adopted Enabling LeglslatIon, referenced above and incorporated by refarenoe as though eei forth In full, to verify the paramount public purpose of the PROJECT, to allow the CiTY'S participation in the PROJECT, and authorizes the CiTY MANAGER to execute the necessary documents for thls purpose. WHEREAS, GRANTEE Is to be the operator of the PROJECT which will be e public museum, offering interactive and other science exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and K-0500377 youth -programs which will be )coated in an approved site In :the 'CITY of Miami Bicentennial Park (the "Museum :Site") for not less than twenty-five (25) years from the date Its doors open to the public; WHEREAS, the Miami Museum of Solemn to be located at tfie Mueeum Site will further enhanoe the understanding of solanbe and technology to an area adjacpntto-the future Mlaml-Dade County Performing Arta •Center, projected to open In.2006, and will further enhance science eduoatton and Miami's revitalization program bringing local and international visitors, creating Jobs, improving workforce preparation, Increasing Investments, as well es improving the quality of Ills for residents; WHEREAS, the PROJECT will be a significant community. asset, end the grant funds approprietely employed by fhe .GRANTEE" In accordance with this Agreement serve an Important public purpose, and. accordingly the CITY has agreed to make the Grant to the GRANTEE under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of foregoing, the GRANTEE and the CITY Intend es follows: 1 Definitions: '1.1 CiTY FUNDING AMOUNT: shall mean the dollar amount specified In the table on page 1 of this Agreement offered In support of the PROJECT. 1.2 DELIVERABLES: items identified on Exhibit A to be submitted to the CITY for approval prior to pr000eding to a subsequent task or aotivlty of the WORK and required as a condition for reimbursement, 1.3 DIRECTOR: shall mean the CITY's Director of the Department of Capital Improvements, or his authorized Designee, 1.4 ELIGIBLE EXPENSES: For purposes of this Agreement, Project -related oosis that may be funded from the CITY FUNDING AMOUNT shall be defined to mean and Inotude fees for professional engineers, architects, landscape architects, surveyors, mapping, other bona fide design professionals, planning professionals and related materials, and geotechnical testing.• There shall be no mark up on such cost passed to the CiTY, All persons and/or firms engaged shell be duly licensed and certified as required by the laws of the State of Florida. These costs are identified In Exhibit A as approved Project -related expenses, and es such, shall be eligible for reimbursement front the CM` FUNDING AMOUNT. -2— 1.5 GRANTEE; A Florida not -for -profit corporation existing under the laws of the State of Florida. 1.6 GRANTEE Proieot Meneser Person designated by Grantee to manage. and supervise all activities relating to the PROJECT. 1.7 INELiGIBLE EXPENSES; For purposes ofthla Agreement, eligible expenses may not be used for payment to employees, employee beneflls, day-to-day expenses, payroll, lobbyists, legal counsel, or ether•ebligatlons, debts, liabilities or costs -or GRANTEE, In addition, expenses shall not include the costs ofland or rights of way, and fees for lobbyists, legal or tax, environmental or regulatory counsel, auditors, ecceuntants, brokers and salespersons or any other costs not expressly allowable by Section 1,4, There shall be no mark up by GRANTEE on any costs, that Is, only the aotuale direct cost incurred by GRANTEE may be billed to the CiTY for reimbursement, 1.6 PROJECT: Shall mean all activities and items, Ineludtng but not limited to the WORK, required to provide a functional and/or useable facility or program for the use and enjoyment of the public as described above and as approved by the CITY Commission as appropriate for CiTY particfpalion. 1.9 .WORK: Shall mean the activities and !terns approved by CITY (or Director) to be paid by the CITY FUNDING AMOUNT, as identified in Exhibit A or revisions thereto, MO TERM: Shall mean the period this agreement Is in effect, which shall commence on the effective date and shall terminate no later then three (3) years from the effective date. The CITY shall provide the option to renew tor additional one (1) year periods upon the CITY's approval for satisfactory performance and progress. 2 CiTY Representative; Except asotherwise stipulated herein, the DIRECTOR shall be responsible to render direction, assistant* and decisions to GRANTEE regarding this Agreement. The DIRECTOR shall assign a Representative to handle the day -today, ministerial and other matters relating to this Agreement. 3 Assistance From CiTY: The CITY agrees to provide the following: 3.1 Financial assistance In an amount not to exceed $700,000, the CiTY FUNDING AMOUNT, from the designated FUNDING SOURCE for the WORK approved by the Enabling Legislation and as further specified in the attached Exhlblt A. CiTY shall have no Pro)eol Cooperative Agreement K-0500377 obligation under this Agreement to fund any amounts In excess of the CITY FUNDING AMOUNT. Said funds will be paid on a reimbursement basis to GRANTEE as set forth in Section 10 herein. 3.2 Other Assistance — not applicable 4 Grantee Resncnsibtlities: 4.1 The GRANTEE shall ensure the timely and satlsfsotory completion of the WORK relating dIreetly to the PROJECT within the Total Estimated Project Cost end within the 'Time for Perfarmanee as specified in Exhibit A to this Agreement. 4.2 GRANTEE shall provide all additional funds abeve the cry FUNDING AMOUNT to complete. the PROJECT up to the Total Estimated Project Cost, tnoludlne without (imitation any Gest Overruns and/or change orders for the WORK 4.3 The GRANTEE shall manage and supervise ail aspects of the WORK Including without imitation, designing, engineering, scheduling, permitting, materials, Leber, means and, methods of construction, and the hiring of contractors, co militants, and suppliers the like. 4.4 The GRANTEE shall fund the cost of all WORK from Its own resources and seek reimbursement from the DITY in the manner set forth In this Agreement. 4.6 Any advance payment of the CITY FUNDING AMOUNT and funds of the GRANTEE shall be maintained in separate end independent bank accounts to be .used solely and exclusively for the PROJECT.. Any interest accruing frorp any advance of City funds shall be regularly reported end repaid to the City. 4:6 Unless otherwise approved by the GIN Commission, GRANTEE shall not be entitled to any unspent funds from the CITY FUNDING AMOUNT should the WORK be completed at .a cost toss than the CiTY FUNDING AMOUNT. 4.7 if the cost of completion of the Project Is less than the FUNDING AMOUNT, one hundred percent of the savings shall accrue to the CITY, 5 Ownership; The parties agree that the CITY shall be the owner of the documents, plans, specifications and permits tweeted by virtue of the CITY FUNDING AMOUNT, which shall be made freely available -to GRANTEE for its use in connection 0*??"—Ct wtth the PROJECT, provided however, that the City of Miemi retains ultimate ownership, GRANTEE •shall convey title to watt documents and/or property to CiTY. The City Manager shall have the authority to accept ownership and title to such documents and /or property end may convey, license and assign same to GRANTEE for its use for a set term, as the CITY will reserve fee title to such items. 6 Homeland Defense Bonds, Cortelltion Precedent: Where the CITY FUNDING SOURCE for the FUNDING AMOUNT, or any portion thereof, has been Identified es the Limited Ad Valorem Tax Bonds, Series .2D02, "Homeland Defense / Neighborhood lmprovement Bonds". (the 'Bonds"), it is a condition precedent'te the CiTY'S ability to lawfully enter Into this Agreement that the cry receive a favorable recommendation from its Bond Oversight Board stating that the CITY may apply a portion of .the proceeds of the Bonds to fund the specified PROJECT pursuant to the terms, wenants and conditions of this Agreement. This condition has been fully performed es the Bond Oversight Board approved the CiTY FUNDING AMOUNT for these stated purposes at its meeting of May 24, 2D06, Lend and facilities acquired, developed, Improved or rehabilitated using Bond proceeds shall be dedicated and maintained In perpetuity for the benefit of the general public, All sites and/or facilities receiving the benefit of Bond proceeds shall be open and/or accessible to the public at reasonable times and shall be managed In a safe and attractive manner appropriate for public use. Equipment acquired using Bond proceeds shall be used for a bons fide public purpose and there shall be no resulting, or only Incidental, private benefit, 7 Progress Reports: In addition to those items • listed on Exhibit A as Deliverables, the DIRECTOR or his duly authorized designee, may require for his review and approval all specifications and/or preparatory or design documents and cost estimates at progress phases deemed appropriate by the DIREQTreR, GRANTEE shall duly consider end implement comments and revisions suggested by the DIRECTOR from such periodic reviews. Throughout the preparatory or design process, GRANTEE shall use Its best effort to ensure that the WORK end the PROJECT can be completed within the Ci TY FUNDING AMOUNT end Total Estimated Protect Cost, respectively. Such Documents shall be forwarded to the DIRECTOR for his review and approval as to consistency with the PROJECT as presented by GRANTEE to CiTY, and said approval by DIRECTOR shall not be unreasonably withheld, conditioned or delayed. In the event the DIRECTOR fells to comment in writing on such documents In writing within thirty (30) days of their transmittal to him, the Protest Cooperative Agreement K-0500377 documents will be deemed approved without the necessity of further action. GRANTEE shall keep.DIRECTOR informed as to the progress •of the . PROJECT by submitting progress reports quarterly wtthin`30 days of the month following the end of each quarter ending December 31, March 31, Jurre.3D and'Septernber 30, The report should provide information regarding project status, activities, funding -raised and expended, Any periods of Inactivity must be justified end approved by the CiTY, 8 Chanoes to Sooae of WORK: In order to assure that the WORK and the 'PROJECT can be completed within the CiTY FUNDING AMOUNT and Total Estimated Project Cost, respectively, the GRANTEE may request adjustments to the scope.of WORK Identified in Exhibit A Such adJustments and any revisions to Exhibit A shall be at the sole discretion of the DIRECTOR. There shall be . no modification In s pa that, solely In the opinion of the DIRECTOR, negaiivety impacts or reduces the standards of queffty or aesthetics incorporated into the PROJECT es originally presented to the CiTY. 9 J=1Ugfbie Expenses: The parties agree that ell expenses the GRANTEE Incurs that are directly related to the Project, Including both hard and soft costs, ere eligible for reimbursement, provided adequate documentation accompanies the reimbursement request in the form of approved invoices, verified payment requests, and/or check vouchers. Far purposes of this Agreement, Project- related hard costs that may be reimbursed shall be defined to mean and Include fees for labor, materials, • supplies, equipment, supervisory personnel, required Insurance and bonding, and/or the provision or installation of furnishings, fixtures and equipment. Pro)eut•related soft costs that may be reimbursed shall be defined to •mean and include fees for professional engineers, architects, landscape arrohitects, surveyors, mapping, other bona fide design professionals, permitting and assoclated costs, and geoteehnical testing. Project -related costs Incurred by the GRANTEE no earlier August 2002 are BIM Eligible Expenses es defined herein. 10 Match Required: The GRANTEE shell identify, secure and expend Eh amount equal to the CITY FUNDING AMOUNT of $700,000 as the required matching funds for the Work. At the request of DIRECTOR, GRANTEE shall furnish such evidence of matching funds as DIRECTOR deems appropriate, including submittal of an audited financial statement prepared by and Independent Certified Public Accountant. Any portion of the GRANTEE match funds not substantiated will result in a proportionate reduction In the CITY FUNDING AMOUNT of $70D,D00. The use of Matching Funds shall be restricted to the Eligible Expenses defined herein. Any expenditure of Matching Funds occurring before August 2002 are not Eligible Expenses, 11 feelmbursernent Requests: 11.1 The Reimbursement request will be peyable no earlier then forty five (45) days followInp the execution of this Agreement. 11.2 GRANTEE . shall submit a detailed Invoice or reimbursement request, as required by Section 3,1, which complies with Flortda's Prompt Payment Act, §218;70, Fla, Stet, (2004) to the CITY for all Eligible Expenses relating to the WORK performed during the preceding period, along with reasonable substantiating documentation as requested by the DIRECTOR, including, without Itmitatlon, ooplas of .invoices and canoefied checks. Provided the WORK has been performed, the CITY shall make payment within forty-five (45) days after the date the CITY receives a completed reimbursement request Including e sufficiently detailed Invoice. 11,3 DIRECTOR, In his/her sole discretion, may approve advanoe payments to GRANTEE of not more than 10% of the available balance of the CITY FUNDING AMOUNT upon receipt of written request Justifying, In DIRECTOR'S sole opinion, the need for .such advanoe payment. A percentage of all advance payments shall be deducted from all subsequent reimbursement requests until such time that the advanoe payment is covered 100%, Vorlficatinn and substantiation as to the use of ell advance payments shall be as stated above. The DIRECTOR has the right to retain a portion of the • CITY FUNDING AMOUNT equal to all advance payments until such time es the advance payments are properly documented, 11,4 Pre -Agreement Expense: GRANTEE expenses paid prior to the. execution of this Agreement but no earlier than August 8, 2002 may be considered by CITY for reimbursement provided such expenses ere deemed by the DIRECTOR, or designee, to meet the definition of Eligible Expenses, Section 1.4. 12 Timeliness and Comoletiere Unjustified periods of inaotivIty, failure to adhere to approved time schedule and to complete project may result in reimbursements, permits, and/or certificates of occupancy being withheld and funds reverting back to the CITY with the responsibility for PROJECT completion remaining with the GRANTEE. 13 No demeaes for Delay: In the event of any delays to the PROJECT endlor WORK, GRANTEES sole remedy shall be to seek an extensipn of time 0-3--�`� - 4 — Project Coopers lye Agreement lC•0500377 from the .DIRECTOR. GRANTEE is not entitled to • delay :damages. under this Agreement or under any related agrewmentwith the CITY,'The'CITY will not be habie (craw -delay damages .or damages in any way .attributable. to -performing work out of sequence, acoeleratioh claims,'Elchiea formula claims, or other sin' llar type 'claims, • work Slow downs, inefiicienoles, sequencing • Issues; strikes, lockouts, reduoed produoilviiy, or even Acts of God, 14 Insurance and E;ondine: 14,1 Insurance; 'The CJTY's Risk Manapernsr Administrator reserves the right to require GRANTEE, prior to commencing the WORK, to ..provide the • CiTi's Risk Manapement Administrator with evidence, consisting of certificates or policies of Insurance doournenfing; (a) builder's risk insurance (applicable for construction projects only); and (b) general liability Insurance, (o) professional tiability.insurenoe. 'The CITY of Miami shall be a named insured on all liability potties refattne to the WORK except professional liability policies, Sea Exhibit C. 142 Payment and Performance Bond: Where WORK includes the construction of Improvements, prior to commencing the WORK, GRANTEE shall provide to the CIlY's Risk Management Administrator a Dopy of the Payment and Performance Bond from the general contractor in substantially the form presoribad for a public construotion bond by Section 255,05, Fla. Stat. (2004). The etre shall be a named obliges on the Payment Arid Performanoe Bond required by this section which shall be in an amount not fess than the CITY FUNDING AMOUNT ellocated for those improvements, As allowed under the provisions of §255,05(7), Florida Statutes (20D4) the CITY'S Risk Management Administrator may, In writing, decide to acoept an alternative form of security in lieu of the Payment and Performance Bond, in such form and amounts as may be reasonably required byte. CITYs Risk Management Administrator. 14.3 The CITY's Risk Management Administrator shall be given at leaat 30 days prior written notice of any cancellation, lapse, or material modification of said insurance coverage and/or bond, 15 Indemnity; The GRANTEE shall indemnify, defend and hold harmless at Its own cost expense, the CiTY and its officers, ernpioyees, agents and Instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the CITY or Its offioers, employees, agents or instrumentalities may incur as a result of claims, demands, sults, causes of actions or -5— ProJecicooper/Iva Agreement proceedings of any kind or nature arising out of, relating to or resulting' from the performanoe..of this agreement by 'tha GRANTS or • Its employees, agents, -servants, • partners, principals or sub✓ontractors, Ths GRANTEE shall pay all claims and losses In canneotion therewith and shall investigate end -defend all claims, suits or actions of any kind or nature In the name of the CiTY, where applicable, inoiuding appellate proceedings, and shall pay all costs, Judgments, and ettomays' fees which may Issue thereon. 16 Qudit Riohts: 'Pursuant to the applloabls provisions of,§i8.1D0 to §i6-i02 of the Code of the CITY of Miaml,.as amended from time to rime which are deemed as being Incorporated by reference herein, the CiTY may audit GRANTEE's records relating to this Agreement, during regular business hours, at a location within the CiTY of Miami during the term of this Agreement and for three (3) years thereafter, 17 Compliance With Laws; GRANTEE and the C1T1' shell at ell times comply with all appllaabie , municipal, county, state and federal laws, ordinances, codes, statutes, rules end regulations, approved development orders, and written CITY of Miami Guidelines governing the design and construction of the Improvements and the granting of funds for use thereof. 18 Miscellaneous: 18.1 Enforcement. The provisions of this Agreement may be enforced In Miami Dade County by all appropriate actions in law and In equity by any party to this Agreement. In order to expedite the conclusion of the actions brought pursuant to this P,greement, the parties, their suocessors and assigns will not demand Jury trial nor file permissive counterclaims outside the bounds of this Agreement in such actions, Each party shall bear their own respective attorney's fees, A court of competent jurisdiction may award court costs to a prevailing party, 18.2 Counterparts, This Agreement may be executed In any number of counterparts End by the separate parties hereto in separate counterparts, each of which when taken together shall be deemed to be one and the same instrument 18,3 CITY Officials, The 'CITY' is a municipal corporation, and the CITY Manager es Its Chief Administrative Officer, or the DIRECTOR as the OFTY Manager's designee, is empowered to make all decisions with regard to this Agreement on behalf of the CITY, unions otherwise provided by law or by resolution of the CITY Commission, K-0500377 18.4 Successors end AssIons. This Agreement may 'not be assigned, sold, pledged, hypothecated or encumbered, In whole •or In part, . to any third party or business enthy, contracf•vendes,.suceeesor , assign or to an Institutional lender providing funding for the PROJECT, with* fhe iprice approval of the Miami CiTY Commission. The CITY is relying on the commitment, skill and reputation of GRANTEE in performing 'this work•°and may withhold or oanoeifunding In the event there is any assignment; pledge, sale or. other disposition br GRAN T EE without having first secured the approval of the CITY Manager or his designee, which tnay be unreasonably withheld or delayed. 18,5 Melees, Arty .and all notices required or desired to be given hereunder shall be In writing and staff be deemed to have been duly given when delivered by hand (including recognized overnight courier services, suoh as Federal Express) or three (3) business days after deposit in the United States mat(, by registered or certified mail, return receipt requested, postage prepaid, and addressed to the CiTY Manager and/or Director of Capital improvements Program ("CIP") for the CITY; and President/CEO of the GRANTEE as applicable at the address for such party set forth in the Introductory paragraph to thls Agreement.(or to such other address as any party hereunder shall hereafter specify to the other in writing), 18,6 Construction, The section headings contained In this Agreement are for referenoe purposes only and shall . not affect the meaning or interpretation hereof, All of the parties to this Agreement have participated fully en the negotiation of this Agreement, End accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. in construing this Agreement, the singular shall be held to include fhe plural, the.plural shall be held to include the singuler, and reference to any particular gander shall be held to include every other and.all genders. 18,7 Exhibits. All of the Exhibits attached to this Agreement are inoarporated In, and made a part al, this Agreement, 18.8 Amendments; Terminsllon, Thls Agreement may not be amended, modified or terminated• except by written agreement of the parties hereto, Further, no modification or amendment, excepting a termination for cause by the CITY under Seam 19 herein, shall be effective unless in writing and executed by the •6— Pro)ect Cooperative Agreement K-0500377 parties, employing the same formalities es were used In the execution of this Agreement. 18;9 OSHA. The GRANTEE warrants that It will comply with ell iefely preoautlons-as required by .federal, state or local laws, rules, regulations • and iordinahreee, The CITY reserves the right to refuse GRANTEE aooess to CITY property, Inoluding iproject jobeites, li GRANTEE employees are not 'properly equipped with safety gear in accordance with OSHA regulations.or lf-e continuing .pattern of non-compliance with safety regulations is exhibited by GRANTEE. 18,10 ADA, In the course of providing any work, labor or services funded by the CiTY, GRANTEE (or Its agents and representetives, as applicable) shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act(`ADA") Including Titles I & II of the ADA regarding nen•discrimination on the bssis of disability, and related regulations, guidelines and standards as appropriate, Additionally, GRANTEE will take affirmative steps to ensure non•discrirnlnation In , employment of disabled persons, 19 Defaue. Terntlnetiion: 1S.1 in the event of default, CITY shalt suspend or withhold reimbursements from GRANTEE. Tne GRANTEE sgrees to repay the CITY on or before thirty (3D) days from the date the City Manager declares default of the Agreement that has not been oured to the satisfaction of the City Manager in accordance with Sew lon 19.3 of thls Agreement. In the event of default the FUNDING AMOUNT will be considered a loan from the CITY and the CITY may Institute any civil actions mailable by virtue of Florida law, Including without limitation, moneys lent and/or open account, among others, io recover such funds. Any amounts not paid when due shall accrue interest at the highest rate permitted by Florida law. 18.2 Default, and subsequent termination for cause may Include, without limitation, any .of the following; 19,2,1 GRANTEE falls to obtain the Insurance or bonding herein required. 12,2,2 GRANTEE falls to comply, in a substantial or material sense, with any of its duties under this Agreement, any terms or conditions set forth in this Agreement, or any Agreement It has with the CITY , Its architect, engineer or contractor arising by virtue of this Agreement, beyond the specified period allowed to cure such default. 12.2.3 GRANTEE faits to complete the improvements to a ttmely manner as required by this Agreement. 12.3 Termination for Cause; Force lv)aleure, In the event of.:a default, which is not cured within ninety (90) deys`following the date of a written notice malted as. provided In Section 18.5, the parties shed . have ell --rights and remedies .provided .by law or equijy, subject to the limitations of this Agreement. The CITY Manager 'moy grant one additional extension of not more than ninety (90) additional days in total if such failure to cure is due -to Foroe Majeure as that term Is interpreted under Florida law, 19,4 This Agreement and/or the CITY's funding obligations under the Agreement may be terminated, for oause, at the option of and by the CITY Manager, if any default is not cured by GRANT1^.5 or GRANTEE does not comply with any material terms, covenant or condition provided herein within ninety (90) days from the date of a written notloe from the CITY Manager; or when, in the opinion of the CITY Commission, termination Is necessary to protect the Interests of public health, safety or general welfare. This subsection shall not apply during any period of Foroe Majeure exisnelon pursuant to Seofion 19.3. 19,5 -the laws of the State of Florida shall govern this Agreement. Venue h any civil actions between the parties shall be in Mlaml-Dade County, Florida. In order to expedite the conoluston of any civil • actions instituted .by virtue of this Agreement the parties voluntarily and mutually waive their respective :rights to demand .a jury trial • or to :tie :permissive counterclaims in alvll:actbns between them. Each party shall bear their own attorneys fees, 20 No Third -Party Beneficiaries: Neither the CITY nor .GRANTEE Intends to directly or substantially benefit-a-thlyd-party by this Agreement. Therefore,;the parties agree there are no third petty beneflctarles to this Agreement and that no third -party shall be entitled to assert s oteim against either of them based upon this Agreement, 21 . Authority of GRANTEE Slanatorles: The undersigned executing 'this Agreement on .behalf of GRANTEE has authority of record pursuant to the attached Corporate Resolution, and all applicable • laws of -the State of Florida to act on behalf of and bind GRANTEE to every condition, covenant and duty eet forth herein. 22 Continaencv Clause: Funding for this Agreement Is contingent on the evallebility of funds end of continued authorization for program activities and is subject to termination due to lack of funds or authorization, reduction of funds, and/ or change In laws or legal requirements. 23 Joint Preparations Preparation of this Agreement has been .a joint effort of the CITY and GRANTEE and the resulting document shall not, solely es a matter of judicial construction, be construed more severely against one of the parties than the other. IN WITNESS WHEREOF; the parties have executed this Agreement as of the day and year first above written, which shall have an effective date of WITNESS ' Signafu GRANTEE, Miami h9rsseum of Science Planetarium, a Florida Not -For -Profit Corporation Signature Print Name, Me Gillian Thomas, President ATTEST; Corporate Secretary (Affix Corporate Seal) -i— Pro eat Cooper. ve Agreement K-05D0377 ATTEST: rtscli►a Thompson, ark APPROVED AS TO INSURANCE REQUIREMENTS: ect;r tl. '7/t3/Cir Dania Carrillo, Administrator ., Risk Management Departnent APPROVED AS TO CAPITAL IMPROVEMENT PROGRAM: By (Orikitkir Mail/ H. q n rey, C{P Director a CITY OF MIAMI, a .municipal corporation .of the State of Florida ot-Arriola, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Jorg -B— Project Coopsrat ve Agreemerd K-0500377 andaz, City Attorney EXIUSITA: New Museum Costs From August S, 2002 to August 30, 200E [MIMED PROJECT INFO RMA.TIOTT ITEMIZE, sop PE OF WORK, PRO)EIC1-8011 T TI41k' OF COMPLETION A PROJECT ELEMENT/TASTE Project initiation by Museum or Science to Design end Build New Fublic Information and Researf1i —�eas.r i u y an. at . ' esrarc er ur . ,n ot new facility (2002.2003) Public CharleU.e Expenses Web S to Ue m1.. men Market Reseatdt Tor New Museum Pro ect Planning Phase 1 of Master Ptan for New Museum tbrou. h Feb.23 2D05 PIT) • ct Plannin. Consultant Coorolnate New Museum Plan Project Pianism] Consultant Content Tor New Museum Pro -ct rtamo, • Consudant Content Tor New Museum Project Flanrvnn consultant Content for flew Museum Protect Flannvr. Consultant Content for Ilan Museum Financial Feasibility study Stud consultant Specialist Ccnsultar,tS Content Dexelopme, Technical Studies 5am.le Exhibits Enoaoe Consultants Inturnaunnat Mvasors Peer nevii PROJECT tWJAtTBNEN engagement or Project Management Consullant Ent! e Arcbdect Devel•.tneat and Mann Enna • e DA • n Consultant ' 'Vendor Lord Thomas Handelli F .as Fidler Demist B CITY FUNDING AMoUr4T 90,000.00 39,95'1.00 17.16 5 ..59 1.500Au 301100.00 60 000.00 30 000.00 40.o1o.00 15,000_e0 35 0011.00 110 oOUAU BO,000.O0 ZS C100.00 c • Oit-fER SOUP.Ces 97 104.65 9000D.00 35.000.00 5D 000.00 I ob., aEetr br Mramr __Agya nr sry ] e g rium 26-Ju1-05 n FSTIMATTO COST E DEIIVERA9t_E F FST'LETATED COMhtETION TINp6 9 164.65 160 1100.00 35 06.00 50 bu.00 39,317_16 53 99539 ,50u.00 S 1,500.00 631_66 S 1.66 500.011 E. 435_41 75 000.DU IOU 000.00 $ 25 000.00 25,000.00 100 000.00 65,000_00 50 006.110 UD_UO • 35..41 120 000.0u $ 55,WU.00 I8I1,000.00 45 OODAO 40 DIM 00 $ a5,no0.00 $ $ 6U,OI70.00 2IU 0U0.00 145,utu.on S 5 S # 75 0U1.00 f3 Report npurt 1 costae materteLS e cbre fete throu.Ii eb Z005 tbmpteted Sept 3U, 200.3 8J20o6 8/21t05 8Ro06 Report • Coin ,I to Au 2003&Feb 2005 DocumentsCotup)e'. Feb 2003 DOcumonls Completed tlar.15. Z005 Documents Completed Mar 1S, 2005 Documents Completed May 15, Z005 Documents Cbrnple5 May 15 2U05 . Financial Flodel/Dutk 2Ub6 Documents Documents arid Derr Documents anti Dwr o uments and Report Engagement lir EngaoementTtr Documents end flan En • auetnent 131Z0U6 8/20o6 0/ZUOG 0/2006 NUM 0/200G 8/%OU6 $ # - $ $ - $ _ $ _ 6 - $ - • TOTAL ESTrMITED co5'r me I4oject trenteutsf ISI — 1 696.26755 $ 727,251.72 $ 1123,51927 cs listed above w,o, an amount lilted of r5Iumn 0, CI1Y FUNDDIG A.MOUNT,shall constitute the WORK; all dems listed in Column71 shag constitute the PR0)ECT. Time Penormancc. • of WORT: BEGINS D/2062 8/002 ' innnt t AN.... re, !verb 0. 200 EXHIBIT B ENABLING LEGISLATION -11— ProJec! Caoperdllve Agreement 'K-0506377 City of Miami Master Report Resolution R-05.0416 City Hall 2,500 Pan American Drive Miami, FL 33133 uwvw.cLmiamLfl.us File ID #: 05.00592 Enactment Date: 717/05 Version: 1 Dont:Mlting City Commission Status: Mayor's Office., for Body: Signature Title: ARESOLUTION OF TEE MIAMI CITY COMMISSION, WTTHATTACHMENT(S), AUTHORIZING A GRANT TO THE MTAMI MUSEUM OF SCIENCE & PLANETARIUM TO SUPPORT THE DEIBLOPWi IT OF A NEW SCIENCE MUSEUM: AND PLANETARIUM FACILITY IN TEE CITY OF MIAMI•0WN"LD BICENTENNIAL PARE, IN THE AMOUNT OF S700,000, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVFEvIBER, 2001, AB ASPECIFIED PROJECT IN TEE HOMELAND DEFENSE NEIGHBORHOOD IMPROVEMENT BOND PROGRAM; ALLOCATLNO SAID FUNDS FROM B-78502, CAPITAL IMPROVEMENT PROJECT NO. 333143 ENTITLED "MUSEUM OF SCIENCE -DEVELOPMENT INBICENTENNIAL PAP.K:"AUTBOP,IZDIGTEE CITY MANAGER TO EXECUTE A PROJECT COOPERATION AGREEMENT,IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE. Reference: Introduced: 6/15/05 Name, Authorizing n Grant to the Mierni Museum of Science Requester: Department of Capitnl Cost: Final Anton: 7/7/05 Improvement ProgramsTr nsportati on Noto❑; Sections: tndMS: Attachments: 05-00592•resulutlon,p:lf, 05-00592-exhlbit.pdf, 05.00592•sxhlblMA.pdf, 05-00592-e;thlbflB,pclf, 05-00592•exhibitC,pdf, 05-00592-summary form.pdt: 05-00592-pre ordlttnno .pd(, 05-005922pre resolution.pdf Action History Var. Acting Body Dote Action Sent To DUO Deto Rnturnod Result I Office of the City 6/24/05 Reviewed and Attorney Approved 1 City Commission 7/7/05 ADOPTED City orMiand Page I Printed on 7/82oaS Tills Matter was ADOPTED on the Consent Agenda, Aye: S - Angel GonzAlez, Johnny L, Winton, Joe Sanchez, Tomas Regnledo and Jeffery L. Allen atr nrn5tmd Pese 2 Printed on 7/8G693 City of Miami Text Fife Report City Hall 3500 Pan American Drive MiantL'PL 33133 www,cl.mlaml,fl.us- Ftte ID: 05-00592 Type: Resolution Status: Meyor's Mae for Signature Enactment f/: R-05-0416 Enactment Data: 7/7/05 Version: 1 Introduced: 6115/05 Controlling Body; City Commission A RESOLUTION OF TIM MIAMI CITY COMMISSION, WITH ATTAC .E 'T(S), AUTHORIZING A GRANT TO THE MIAMI MUSEUM OF SCIENCE & PLANETARIUM TO SUPPORT i HE DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN THE CITY OF MUM -OWNED BICENTENNIAL PARK, IN THE AMOUNT OF $700,000, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVEABER, 2001, AS A SPECIFIED PROJECT IN THE I.3OMELANO DEFENSE NEIGESOcHH00D IMPROVEMENT BOND PROGRAM; ALLOCATING SAID FUNDS FROM B-78502, CAPITAL IMPROVEMENT PROJECT NO. S 214 ENTITLED 'MUSEUM OF SCIENCE » DEVELOPMENT IN BICENTENNIAL PARK;'AUTHORIZING IPE • CITY MANAGER TO EXECUTE APRCJECT CO-OPERATION AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE, WFHEREA.S, on November 13, 2001, the voters ofthe City of lviiami.("City') approved by referendum the City's issuance orS255 million in limited ad valorem tax general obligation bonds for homeland security, neighborhood improvements, capital projects and infrastructure improvements, the "Homeland Defcnste Neighborhood Improvement Bonds" ("bonds"); and WHEREAS, Ordinance No, 12137, adopted October II, 2001, authorized the November 2001 bond referendum and initially allocated future Bond funds to specified protects that were subsequently clarified byResohttion No. 02-i294, adopted December 12, 2002; and WHEREAS, the public information campaign conducted for the velar rsfetandum and the enabling legislation identified the "M'iami Muscum ofSeiencc" and the allocation of Bond proceeds "to assist file museum with its development efforts for Bioeeteanial Park ("Parr:") location," wiilch is a recreational facility owned by the City and laoetod at 1075 Biscnyne Boulevard, Miam i, Florida; and WI-IBREAS, the City has completed end approved a community -based prelirnintsy plan entitled 'Bicentennial Park -Museum Park" which recommends that four (4) acres in rho Perk be reserved for the development of a science museum nod an additional four(4) cores be reserved for the development of an art museum; and WHEREAS, Miami -Dade County voters also approved, in November, 2004, the issuance of genera[ obligation bonds and has included In its bond program the sum of Si 50,0D0,000 to support the development of a new science museum facility in Bicentennial Park ("Project"); and WHEREAS, the Project will ha a public science museum, a significant community easel offering interactive and other gcienes exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional • City elh:iami P+ao I Prietsd ott 7/82D05 o AGENDA ITEM SUMMARY FORM FILE ID: 05- 003g2 Date: 6/2/2005 Requesting Department: Cap Imvts & Transportation Commission Meeting Date: 7/7/2005 District Impacted: All (2) Type: ® Resolution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion Item ❑ Other Subject: Initial grant of$700.000 to Miami Museum of Science for development ofa science museum facility in Bicentennial Park Purpose of Item: To approve an initial grant of $700,000 to the Miami Museum of Science (" MMOS°') to support the development of new science museum facility in the City -owned Bicentennial Park as authorized by a referendum of the voters in November 2001 as a specified project in the Homeland Defense Neighborhood Improvement Bond Program, authorizing the City Manager to execute the attached project cooperation agreement, and allocating funds from B-78502, the Capital Improvement Project No. 333143 entitled "Museum of Science - Development in Bicentennial Park", Background Information: The development of a science museum in Bicentennial Park has been the intent of the City since the late 1990's. When the voters approved the referendum for the Homeland Defense Neighborhood Improvement Bond Program in November 2001, this was an identified project in the public information campaign and enabling legislation. MMOS has now requested funds to support development activities related to the Project, including a community planning and education charrette and the work of consultents specializing in science museum planning, financial feasibility and project management, having an combined initial cost of$1,400,000. The City will contribute $700,000 as an initial grant from available Bond proceeds. A project cooperation agreement has been devised to govern the responsibilities of the City and MMOS in this endeavor. Highlights of that agreement are: * The museum project and related development activities are deemed to constitute a paramount public purpose * The City will be given ownership of all documents, reports, materials and drawings that are developed with the assistance of City, and will be subsequently donated back to MMOS and the County, if applicable, for use on the Project MMOS and its successors will maintain public access to facilities developed with Bond proceeds, and said facilities will be publicly owned Budget Impact Analysis NO [s this item related to revenue? • YES Is this item an expenditure? If so, please identify funding source below. General Account No: Special Revenue Account No: CIP Project No: 333143 YES Is this item funded by Homeland DefenselNeighborhood Improvement Bonds? Page 1 of 2 WHEREAS, MMOS has agreed that all documents, reports,•mate:tels and drawings that are developed with the assistance of the, City Bond mooted shall becamo the property of and be owned by the City, which will subsequently make such doou:ents, reports, materials and drawings freely available to MMOS anti to Minmi-Dade County, if applicable, for use on the Project; and WHEREAS, the City fords and determines that these activities to be conducted by or on behalf of MtvIOS for the Project will ultimately and primarily benefit the generalpubiio as a downtown regional traitors( facility aosessible to the public; and WHEREAS, the City Commission, by passage of this Resolution, will authorize the allocation of City funds in the antount of $700,000 for the acquisition of certain capital project related planning, design end project management octivitis and will further authorize the City Manager to eneoute a Proje :t Co-operation Agreement ("Agreement") for this purpose; and WHEREAS, the A.graemenl sets forth the duties and responsibilities of the City and VACS, provides far the use, amountablllty, sccesslbifity, and terms of this undertaking by MMOS; and • WHEREAS, the Ag oa nont also provides for MMOS and its successors to maintain public access to faoilifios devolope.d with Bond proceeds, and that said facilities will be publicly owned; and • W}IEREAS, on May 24, 2005, the City's Bond Oversight Board reviewed and favorably recommended this item for City Commission approval; and W1U RBAS, the City Commission finds and determines that proper we of this allocation will primarily benefit the general pubiio and serves a poiamount public purpose; and WHEREAS, Rinds for this purpose are evatlablc from B-78502, Capital Improvements Project No. 333143 entitled "Museum Df Solence - Development of Bicentennial Park" under the Homeland Defense - Neighbarnood ImprovernentBead Program; NOW, THEREFORE, REIT JtBSOLVED BY THE COMMISSION. OP THE CITY OF MIAM1, FLORIDA: Cily ofMictd i'aFu2 Prtntod ow7164t1,05 EXHiB TC INSURANCE REQUIREMENTS FOR A CERTIFICATE OF IIvSURANCE- (MIAMI MUSEUM OF SCIENCE "& PLANETARIUM) I. Commercial General Llablflty A, Limits of Liability Bodily injury and Property Daniage Liability Combined Single Limit Each Occurrence $1,000,000 General Aggregate Limit $2,DD0,000 Products/Completed Operations Aggregate Limit per project $2,000,000 Personal and Advertising Injury $1,000,000 B, Endorsements Required City of Miami included as an Additional Insured Employees included as insured Independent Contractors Coverage Contractual Liability Waiver of Subrogation Premises/Operations Care, Custody and Control Exclusion Removed Explosion, Collapse and Underground Hazard Incidental Medical Malpractice Loading and Unloading Mobile Equipment (Contractors Equipment) whether owned, leased, Borrowed, or rented by the contractor or employees of the contractor EI. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B, Endorsements Required City .of Miami included as an Additional Insured Employees included as insured Waiver of Subrogation •9- -12 - _ Project Onprative ggteement K-0500377 lit. Worker's Compensation Limits of_ Liability Statutory=State of Florida Waiver Of subrogation 1V. Employer's Liability Limits of Liability .$1,OOO,000 for bodily Injury caused by an accident, each accident. .$1;0DD,00D for bodily injury caused by disease, each employee $1,000,000 for bodily injury" caused by disease, policy limit V. Umbrella Policy Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit $1,DOO,000 Each Occurrence $1,000,000 Aggregate .$1,000,000 Products/Completed Operations Aggregate Limit $2,000,000 Vi. Owners Contractors Protective (applicable for Construction projects only) Limits of Liability Each Claim $1,000,000 Aggregate $1,000,000 V1!, Professional.Lia.bilitylError's & Omissions Coverage Combined Single Limit Each Occurrence $1,000,000 General Aggregate Limit 'S2,000,000 Deductible -Not to Exceed 1 D% %Ili. Builders' Risk (applicable for Construction projects only) Limits of Liability- to be determined by according the terms of the Construction contract. Endorsements Required 'All Risk Form Non -Reporting Form -Completed Value Specific Coverage (Project Location and Description) 9 Loss or Damage to building material, and property of � every kind and description, including insured's property b�!'i•13— Pro)et Cooperative Agreement K•0500377 to be .used in, or incidental to construction .o ;Business Interruption Boiler and`Machinery 4 Transit 4 Foundation Coverage ,. Scaffolding -and Forms Coverage • .0Ian s,.BIueplints, and Specifications Coverage • Collapse • Flood, including inundation, rain, seepage, and water damage • Earthquake o Subsidence . • Windstorm including hurricane • FFreezing:and Temperature Extremes or changes coverage • Ordinance or buildings laws • Theft or Burglary • o Coverage for loss arising out of Faulty Work or Faulty Materials • Coverage for loss arising out of Design Error or Omission ® Testing Debris Removal • Soft (Additional Financing) Costs Coverage • Replacement Cost Valuation • Coinsurance Requirements Waived -m Maintenance of Insurance Coverage through warranty period All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no lass than "A" as to Management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's insurance Guide, published .by.A.M. Best Company,.Oidwicic, New Jersey, or its equivalent, subject to the approval of the City's Risk Management Division. -14— ProJecl Cooperative Agreement K-0500377 U CERTIFICATE OF LIAEILETY`[NSURAt PRODUCER MORTON D. STETINER/ la:AC CORAL"°GP.B7iES .• 362 MINORCA :AVENIIE. ' CORAL 'GP.BLES :FZ .33134 .7hone:'305-444-2324 FE:x:305-444-4980 E DP la TJ- rnls�v-1 DATE (MMIDD/YYYY) 03/25/0'9 'THIS:'CERTIFICATE'i5'ISSUED.AS A MATTER OFlNFORMATION ONLYaAND CONFERS:NO•RIGKTS.UPON:THE.CERTIF.ICATE HOLDER.=TH(S..CERTIFICATE DOES.NDT:AMEND,:EXTEND OR ALTER THE'COVERAGE'AFFDRDEO:BY-THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED Museum of `Science. .Inc. .3280 South Miami Avenue .Miami = L .33129 • INSURER Al *Great: ArneriCe-Insurance INSURER8: .Ace :3 ieriCan NAIC # INSURERC: -Everest'"Indemn:ity INSURER D: • INSUREERE: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURE NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NJTWITHSTANDINO . ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT DR OTHER DOCUMENT V ITH RESPEOT.TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLJOIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN Rc'-DJCED BY PAID CLAIMS. INbRIO'i TYPE OF INSURANCE POLICY NUMBER POLPybF"CTNc I DATE fMM�JDTYYl PO:(CYcXP,TATID DATE_ IMMIODR YI I UNITS LTR A INSRO GENERAL _ X LIABILITY COMMERCIAL GENERAL LIABLtrY 96PAC00002799.869.00 • 03/21/09 • _ 03/21/10 • EACH OCCURRENCE 51,000, 000 UHfriFLi. I U KUV I GJ PREMISEStEPoccurate) 5300,000 WM. EXP (Any one person) $ 5,000 CLAIMS MADE X OCCUR PERSONAL & ADV INJURY $.1.,000,.000 GENERAL AGGREGATE $ 1,000, 000 PRODUCTS - COMP/OP AGO 5 5,000,000 GENL AGGREGATE LIMIT APPLIES PER: — PDUCY7 V, I 1LOC Emu Ben. , 1,000,000 A AUTOMOBILE _^ _ _ X LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OYJN�A'JTDS I 96PAC0000279986900 i� c)\\ n.l ^) 03/21/09 `lBODI!YINJURY5o VD(Pe:�cideni)X 1�PROPERTY y t 03/21/10 COMBINED SINGLE LRJ,R (ceooidenl) 61,000,000 BODILY INJURY (PerpE n) 5 DAMAGE per accident) 5 GARAGE LIABILITY ANY AUTO 1 1{�y.�J I✓ /' lJ J ` AUTO ONLY- EA ACCIDENT 5 OTHER THAN EA ACC 5 AUTO ONLY; kG� $ A EXCESS/UMBRELLA X E H,DEOUCLE F.._. LIABILITY OCCUR nCLAIMS MADE RETENTION 4 96EXC000279987000 03/21/09 03/21/10 EACH OCCURRENCE S 10 , 0 D0 , 00 0 AGGREGATE 510,000,000 5 , S 5 C . WORKERS EMPLOYERS'LIABLTrY •09122256 ANY OyPRIDER/NEMBER S OTHER Inland Maxine IMC108671898A120603 003/21/09 03/21/10 2,000,000 DESCRIPTION Certificate OF OPERATIDNS / LOCATIONS / VEHICLES! EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS . Holder is named as additional,insured, CERTIFICATE HOLDER City of Miami Dunne E, Johnson Dept of Capital T 444 SW Secons Ave Miami FL 33130 ACORD 25 (200110B) CITY0P1' mprovements RECEIVED Bth F1o0RAR 3 0 2009 CAPITAL fIV, ROVEMR, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEEFORETHE EXPIRATID DATE THEREOF, THE. ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO Do S0 SHALL IMPOSE NO OBLIGATION OR LABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, AUT•J-,Zyl ;EP SENTATIVE 0 v • ACORD CORPORATION 19B • Composlte.EXHIBIT A-9 Updated:Oetailed.Project Information, Including Itemized Scope of Work,ProjectBudget end,Time of Completion for Original Project and for RenewableEnergy Project `To be provided upon document execution Amendment 10 DCIiIBIT A-1; Removable Energy Project Costs &Om March 27, 2008 through August 31, 2009 DETAILED PR03Fcr INFO RT4 47YON • STEMIZEI3 SCOPE OF WORK, PROTECT BUDGET,, TIME OF COMPLETION A. PROTECT ELEMENT/TASK VENDOR B CITY FLNDI /G AMOUNT C OTHER SOURCES (115 DEPTOF ENERGY) O ESTIHATE D COST E DELIVERABLE P ESTIMATED COMPLETION TINE STAFF SALARIES AND FRINGE: To oversee project Implemer,tatIon; ouppoit.developroent of Content for Energy Playground and Weather Station,' install and manage web, Interface; oversee fabrtmtlon and tnstailatof Energy Flayground, develop hllingtal Interpretive materials Hiseum or Science 0 146,328 146,32H resb Web rr�ur, 2, installed Energy WWPlayground, supporting Interpretive and educationalon mated/its 8/31/2009 TRAVEL- To visit fabrication saes, support mrtsul[nrr>5' travel and vlsitc, and loMI travel and si>hslstence Staff and consultants 0 16,560 16,560 Fabricator and consultant Input p 8 31 2009 / / • EQUIPMENT for weather stators 0 ppenheim Lewis 18.000 0 1E1.000 Weather station Installed at downtoy+n site 10/31/2008 SUPPLIES chi Architectural models Grlrnshaw Architects 50,000 0 SO,OOC Models related to Renewable Soergy prole¢ 3/31(2009 ' 'Materials, energy playground To ea Determined 77.000 0 77,000 Energy uiavgrnund components 6(30f2009 Materials, maintenance of Web interface (server, network connc/ diul bad: -ups, softy/arc G�nse4; wireiccs transmitter.r. [bewail') Tedmulogy vendors 0 10,000 10,000 Terhnolo9y IntYdstrU[blra to support prided 6 30/2009 CONTRACtt1AL Contractors • Weather Station irystla Ion• Bennet Electric 5,000 0 5,000 Weather station installed at downtown site 10/311200E Energy ptayorre rod/design of interactive components Enterh 40.0011 0 40,000 Energy Playground components 6/30(2009 ' Energy playground fandration To_ec l3 tennined 460 000 460 000 5ortware development for web totals.: Technology vendors 0 25,000 25,000 Liva data streams from weather station and Energy Playground h�CPOtatt'FI into web site 6/30(2009 Project Ararragement Weather station • • Oopenhelm Lewis 5p00 O S.poo Project oversight 10/31/2008 Web Interface set uo and maintenance 0 enhelm 1 awls 5 000 5.000 Protect oversight 4/30(7.009 - Energy playground design and planning r Oppenheim Lewis 15.000 0 15 000 Proleet oversight 3/31/2009 Enargy playground • prototypinq and fabrication . Opoanheim Lowie to Ono 0 10 000 Dialect oversight 4/20/2009 Oats analyniS/Renewable Energy sb,dles•'•.• , ' ' Onnenheim leas Q 5,00n 5.000 Prole¢oversight 6(33/2009 • Integration-Mth MIStutfl StstdlnahifilyplaiOrrn Oppenhe'en Lewis 10,000 10.000 Protectovermiaht 6(30/2009 Architecture & Enotneee nq' :', . E ergy playground orototypinq and fabdcatlbn • Gdp Shaw Architects 15,000 0 15.000 Arthitedural services 4/30 2009 Dam analysis/Renewable Energyy'Lrdles .. • Oeai(O grid planning ',..: - . • . - ' _ GrimSh3W AIThltecrS Grjmshev{ Architects 0 • 10.000 20.000 Architectural services 6/30/.009 Integrarlori vrith'I4zeum Sustolnability Platfoinl' • ." Grtmsfaw Architects 43 000 277 000 10 Or 00 320.000 10,000 ArchItertar l services Arrhltednrp!services 6/300209 6f30/2009 Sostalna6tOty Consultant' ' .. . Ta0 30,000 30,000 Consultant services 6/30/2009 INDIRECT COSTS Museum of Science 0 1A3112 183,112 Overhead 8/31(2009 TOTAL ESTIMATED COSTS 730 000 730 000 1,476,000 - 8/31(2009 The Project Elcrnents/Tasks listed above with an arpount lured in Column 0, City Fund1n9;shall Cgnsttmte tie WORK; all items listed in Column A shall consUtute.the PROJECT. _. Time of Performance = Work Beylrc: Barth-08 June 08 August-09 ( Composite.EXHIBIT.3 ENABLING LEGISLATION'FDR AMENDMENT AND ALL ATTACHMENTS/EXHI BITS -THE RETO To be provided upon document execution b�g7-9 Amendmont 11 Crystal Report Viewer 'Page l of 3 City -of Miami Text File Report City Hall 35D0 Pan American Drive MMiantk, FL 33133 www.miamigov.com File ID: 05-00592 T y.pe: Resolution Status: Passed Enactment #: R-05-0416 Enactment Date: 7/7/05 • Version: I lntroduood: 6115/05 Controlling Body: Offiee of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHIvIENT(S), AUTHORIZING A GRANT TO THE MIAMT MUSEUM OF SCIENCE & PLANETARIUM TO SUPPORT THE DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN THE CITY OF MIAMI-OWNED BICENTENNIAL PARK, IN THE AMOUNT OF $700,000, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVEMBER,_2001, AS A SPECIFIED.. PROJECT IN THE HOMELAND DEFENSE NEIGHBORHOOD 1MPROVEMENT BOND PROGRAM; ALLOCATING SAID FUNDS FROM B-78502, CAPITAL IMPROVEMENT PROJECT NO, 333143 ENTITLED "MUSEUM OF SCIENCE - DEVELOPMENT IN BICENTENNIAL PARK;" AUTHORIZING THE CITY MANAGER TO EXECUTE A PROJECT CO-OPERATION AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE. WHEREAS, on November 13, 2001, the voters of tho City of Miami ("Clty") approved by referendum thc City's issuance of $255 million in limited ad valorem tar: general obligation bonds for homeland ourity, neighborhood improvements, capital projects end infrastructure improvements, the "Homeland Defense/Neighborhood Improvement 13onds" ("Sonde); and WHEREAS, Ordinance No. 12137, adopted October I I, 200 t, authorized the November 2001 bond referendum and initially allocated future Bond funds to specified projects that were subsequently clarified by Resolution NO. 02-1294, adopted December 12, 2002; and • WHEREAS, the public information campaign conducted for the voter referendum and the enabling legislation identified the 'Miami Museum of Science" and the allocation of Bond proceeds "to assist the museum with its development efforts for a Bicentennial Park ("Park") location," which is arecreational facility owned by the City and luoaled at 1075 Biscayne Boulevard, Miami, Florida; and WHEREAS, theCity has completed and approved a community -based preliminary plan entitled "Bicentennial Park -Museum Park" which recommends that four (4) acres in the Pnrk be reserved for thc development of a science museum and no additional four (4) acres be reserved for the development of no art museum; end WHEREAS, Miami•Dadc County voters also approved, in November, 2004, the 'issuance of general obligation bonds and has included in its bond program the sum of $150,000,000 to support the development or a new science museum facility in Bicentennial Park ("Project"); and WHEREAS, the Project will bc public science museum, a significant community asset offering interactive and other science exhibits, aplanetatium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and youth programs and will enhance the understnnding of science and technology, M)ami's revitalization program bringing local and international visitors creating jobs., improving workforce preparation, increasing investments as http:f/egov,ci,tniami,fl.us/LegistarWeb/temp/rep84DC.html 3/9/2009 Crystal Report Viewer Page 2 of.3 well as improving the quality of life for residents; and WHEREAS; the science museum was founded in 1949 by the Junior League of Miami, a private non-profitorganizntion, and Is operated today by the Miami Museum of Science ("MMOS") on property owned by Miami -Dade County; and WHEREAS, MMOS is a 501(c)(3) tax exempt organization devoted to inspiring people of all ages and -cultures to enjoy science and technology, to better understand ourselves and our world; and WHEREAS, MMOS has been a significant contributor and an inlcgtal partner in the proecsses undertaken thus far for the Project; and • WHEREAS, it is the intention of the City to continue to foster the existing coalition for the Project with MMOS and Miami -Dade County and to secure a legal arrangement with the parties for the design and implementation of the Project at said City -owned park; and WHEREAS, in•furthctance of the Project, MMOS has conducted initial market research and feasibility studiesand desires to secure consultants specializing in project planning to include the master plan for the new museum, coordination efforts, n financial feasibility study and project management services, having a combined initial cost of S2,5G8,874; and • WHEREAS, MMOS has requested funds from the Bond proceeds in the amount of$700,000 to cover a portion of those initial Project activities; and WHEREAS, MMOS has agreed that all documents, reports, materials and drawings that are developed with the assistance nfthe City Bond proceed shall become the property of and be owned by the City, which will subsequently make such documents, reports, materials and drawings freely available to MMOS and to Miami -Dade County, if applicable, for use on the Project, and WHEREAS, the City finds and datum ines that these activities to be conducted by or on behalf of MMDS for the Project will ultimately and primarily benefit the general public as a downtown regional cultural facility accessible to the public; and WHEREAS, the City Commission, by passage of this Resolution, will authorize the allocation of City RIMS in the amount of $700,000 for the acquisition of certain capital project related planning, design and project management activities and wilkfurthter authorize the City Manager to execute a Project Co-operation Agreement ("Agreement") for this -purpose; and WHEREAS, the Agreement sets forth the duties and responsibilities ()lib:: City and MMOS, provides for the use, accountability, accessibility, and terms of this undertaking by MMOS; and WHEREAS, the Agreement also provides for MMOS and its successors to maintain public access to facilities developed with Bond prom-eds, and that said facilities will he publicly owned; and WHEREAS, on May 24, 2005, the City's Bond Oversight Board tcviewed and favorably recommended this hem for City Commission approval; and WHEREAS, the City Commission finds and determines that proper rise of this allocation will pritnnrily benefit the general public and serves a paramount public purpose; and WHEREAS, funds for this purpose are available from B-78502, Capital improvements Project No. 333143 entitled "tvtuscum Of -Science - Development of Bicentennial Park" under the Homeland Defense - Neighborhood improvement Bond Program; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA Section 1. The recitals and findings contained in the Preamble to this Resolution nit adopted by reference and incorporated as if billy set forth in this Section. Section 2, A grant to MMOS to support the development of a science museum and planetarium facility in the T. hitp;//egov.ci.minmi.fl.us/LegistarWeb/tenlp/rep84DC.html 3/9/2009 Crystal Report Viewer Page 3 of.3 City -owned Bicentennial Park, In the amount of $700,000, approved by a referendum of the voters in November, 2001, as e specified project in The Homeland Defense Neighborbood Improvement Bond Program, is authorized, with funds allocated from B•70502, Capital Improvement Project 14o. 333143 entitled "Museum Of Science • Development of Bicentennial Park." Section 3, The City Manager is authorized{ 1) to execute an Agreement, in substantially the attached form, for said purpose, Section 4: This Resolution shall become effective hr mediately upon its adoption and signature of the Mayor {2). http://egov.cimia.tai.fLus/Legistar \yeb/tempirep84DC.html 3/9/2009 Crystal Report Viewer • Page -1 of 3 City of Miami ' Text File Report City. HaI) 3500 Pan American Drive Miami, FL'33133 . www.iniathigov.com File ID: 07.00721 Enactmentt: R-OS-0172 Version: 3 Type: Resolution Status: Passed Enactment Date: 3/27/08 Introduced: 5/23/07 Controlling Body: Ofiiee of the City Clerk A RESOLUTION OF THE MIAMI CITY CO1vMM1SSION, WITH ATTACHMENT(S), AUTHORIZING A GRANT TO THE. MUSEUM OF SCIENCE, INC. D/B/A MIAMI MUSEUM OF SCIENCE AND PLANETARIUM ("MMOS"), TO SUPPORT THE DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN THE CITY OF MIAMI-OWNED BICENTENNIAL PARK, IN AN AMOUNT UP TO S738,000, AS A FIFTY PERCENT (50%) MATCH FOR CAPITAL . COMPONENTS FOR A GRANT FROM THE UNITED STATES DEPARTMENT OF ENERGY, NATIONAL ENERGY TECHNOLOGY LABORATORY, FOR THE RENEWABLE ENERGY PROJECT, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVEMBER,2001, AS A SPECIFIED PROJECT IN THE HOMELAND DEFENSE NEIGHBORHOOD IMPROVEMENT BOND PROGRAM; ALLOCATING SAID FUNDS FROM B-78502, CAPITAL IMPROVEMENT PROJECT NO, 33-3143, ENTITLED 'MUSEUM OF SCIENCE -DEVELOPMENT TN BICENTENNIAL PARK UNITED STATES DEPARTMENT OF ENERGY, NATIONAL TECHNICAL LABORATORY RENEWABLE ENERGY PROJECT;" AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE EXISTING PROJECT CO-OPERATION AGREEMENT WITH MMOS (THE "ORIGINAL GRANT AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, TO INCREASE THE FUNDING UNDER THE ORIGINAL GRANT AGREEMENT FROM AN AMOUNT OF $700,00D TO AN AMOUNT UP TO $.1,430,000, FOR SAID PURPOSE, AND IN COMPLIANCE WITH REQUIREMENTS OF THE HOMELAND DEFENSE NEIGHBORHO OD IMPROVEMENT BOND PROGRAM. WHEREAS, .on November l3, 2001, the voters of the City of Miami ("City") approved by referendum the City's Issuance of R255 million in limited ad valorem tax general obligation bonds for homeland seourity, neighborhood improvements: capital projects and infrastructure improvements, the "Homeland Defense/Neighborhood improvement Bonds' ("bonds"); and WHEREAS, Ordinance No. 12137, adopted October 11, 2001, authorized the November, 2001 bond referendum and initially allocated future Bond funds to specified projects thnt were subsequently clarified by Resolution No. 02-1294, adopted December 12,2002; and WHEREAS, Use public information campaign conducted for the voter referendum and the enabling legislation identified the "Miami Museum of Scienco" and the allocation of Bond procc:ds 'to assist the museum with its development efforts for a Bicentennial Park ("Park') lostion," which is a recreation! facility owned by the City and located at 1075 Biscayne Boulevard, Miami, Florida; and WHEREAS, the City has completed and approved a community -based pre1imin:uy plan entitled "Bicentennial htip://egov.cirniarni.ft.us/LegistarWeb/teniphTep84E6.1atml 3/9/2009 Crystal .Report Viewer Page 2 of 3 Paric-Museurn Park" which recommends reserving areas in the Park for the development of a science museum and an art museum; and WHEREAS, Miami -Dad: County voters also approved, in November,.2004, the issuance of general obligation bonds and has included in its bond pagan the sum or$150,000,PDD, to support the development of a new science museum facility in -Bicentennial Park ("Project"); and WHEREAS; the Project will be a public science museum, a significant cotnmunity asset offering interactive and other science cxhibits,•a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and youth programs and will enhance the understanding of scienc and technology, Miami's revitalization promram bringing looal and international visitors, creating jobs, improving workforce preparation, increasing investments as well as improving the (pointy of llfe for residents; and WHEREAS, the science museum was founded in 1949 by the Junior League of Miami, a private non-profit organization, and is operated today by the 1vinseum of Science, Inc, d/b/a Miami Museum of Science &, Planetarium ("MMOS") on property owned by Miami -Dade County; end WHEREAS, MMOS is a 501(e)(3) tax exempt organization devoted to inspiring people of all ages and cultures to enjoy science and technology, to better understand ours:Ives and our world; and WHEREAS, MMOS has been a significant contributor and an integral partner in the processes undertaken thus far for the Project; and WHEREAS, it is the intention of the City to continue to foster the existing coalition for the Project with MMOS and Miami -Dade County and to secure a legal arrangement with the parties for the design and implementation of the Project at said City -owned park; and WHEREAS, on May 24, 2005, the City's Bond Oversight Board reviewed and favorably recamrneade d the Project for City Commission approval; and WHEREAS, in furtherance of the Project, MMOS.hrs previously conducted Initial market research and feasibility studies and secured consultants specializing in project planning to inolude the master plan for the new museum, coordination efforts, n financial feasibility, study and project management services, having a combined initial cost of S2,568,874, end the City has previously awarded to MMOS from the Bond proceeds a grant in the amount of 6'700,000, in cover a portion of these inidnl Project activities pursuant to Resolution No. 05-0416, adopted July 7, 2005; and WHEREAS, in connection with the $700,000 grant, the City and MMOS have previously entered into a Project Cooperation Agreement dated July 21, 2005 (the "Original Grant Agreement'), and MMOS has agreed that all documents, reports, materials and drawings that are developed with thc assistance of the City Bond proceeds shall become the property of and be owned by the City, which will subsequently make suet•, docutnents, reports; materials and drawings freely available to MMOS and to Miami -Dade County, If applicable, for use on the Project; and WHEREAS, in connection with the Project, MMOS has applied to and received n pending award notice from the United States Department of Energy National Energy Technology Laboratory that the proposed MMOS Renewable Energy Project is eligible for federal funding of up to $73/1,000, if MMOS has a fifty percent (50%) match of up to $738,000, fora total maximum amount of $1,476,000, for the proposed MMOS Renewable Energy Project; and WHEREAS, MMOS has requested the match up to $'738,000, from the City and the City finds and determines that these activities to be conducted by or on behalf of-MMOS for the Renewable Energy Project as part of.the overall capital components of' the Project will ultimately and primarily benefit the general public as a downtown regional cultural and scientific f'ncitity accessible to the public; and Wi•TEREAS, the City Commission, by passage of this Resolution, will authorize the allocation deity funds in an amount up to $738,000, for the required fifty percent (50%) match for the acquisition of certain capital project components and related planning, design and project management activities for the Renewable Energy Project as part of the overall Project and will further authorize the City Manager to execute an Amendment to the Original Grant Agreement, in substantially thc attached form (the "Amendment"), far this purpose; and a1-9 http.//egov.ci.miatui.fl.us/LegistarWeb/temp/rep84E6,html 3/9/2009 Crystal Report Viewer Page 3 of.3 WHEREAS, theOriginal Grant Agreement and the Amendment set forth the duties and responsibilities of the City and MMOS, provide for the uses, accountability; accessibility, end terms of this undertaking by MMOS; and WHEREAS, theOriginal Grant Agreement and the Amendment also provide for MMOS and Itr successors to maintain public access to facilities developed with Bond proceeds, and blot said facilities will be publicly owned; and WHEREAS, the City Commission finds and determines that proper use of this additional $738,000, allocation will primarily benefit thc general public and serves a paramount public purpose; and • WHEREAS, funds for this purpose are available from 13-78502, Capital Improvements Project No, 333143 entitled "Museum Of Science -Development of Bicentennial Pork," under the Homeland Defense - Neighborhood Improvement Bond Program; • NOW, THEREFORE, BE IT RESOLVED BY THE COMIvilSS1ON OF THE CITY OF M1AM1, FLORIDA: Section 1. The recitals and findings contained in the Praatnblc to this Resolution are adopted by reference and incorporated as if fully soh forth in this Section. Section 2, A gmntto MMOS to support the development of a new science museum and planetarium facility in the City -owned Bicentennial Park, in an amount up to $736,000, as a fifty percent (50%) match for capital components for a grant from thc United States Department of Energy National Energy Technology Laboratory for the Renewable Energy Project, approved by a referendum oldie. voters in November, 2001, as a specified project in the Homeland Defense Neighborhood improvement Bond Program, is authorized, with funds allocated from 13-78502, Capital Improvement Project No. 333143 entitled "Museum Of Scionoo-Devolopment of Bicentennial Park United States Department of Energy National Technical Laboratory Renewable Energy Project," Section 3. The City Manager is authorized( 1) to execute ad Amendment Le the existing Project Co-operation Agreement with MMOS (the "Original Grant Agreement°), in substantially the attached form, to increase the funding under the Original Grunt Agreement from $700,000 to up to $1,430,000 for said purpose and in comptianoe with thc Homeland Dofcnso Neighborhood Improvement Bond Program Section 4. This Resolution shall beeoine effective immediately upon its rdoption and signature of the Mayor. {2) o httpj/egov.ci.mianu.fl.us/LegistarWeb/temp/rep84E6.htnal 3/9/2009 Compos Ite EXH IBIT'C UPDATED INSURANCE REQUIREMENTS end:PAYMENT AND PERFORMANCE BOND REQUIREMENTS, AS APPLICABLE To be provided upon document execution Amendment 12 EXHIBIT:D "To be completed'before:documentexecutIon .. NOT-FOR=PRDFIT CORPORATIONRESOLUT1ON WHEREAS,::: Museum of 'Science Inc., d/b/a/ the ::Miami 'Museum of Science &`-Planetariurri, desires to :enter into:an Amendment ("Amendment") the: -`original PrO}eet'Co-operafion.:Agreement for Planning &.iDesidn Miami Museum•of Science=& Planetarium, B76502, dated July 21, 2005; `(the "Original Grant Agreement' but effective as of.JulV:7,:`2005 with -the City:or Miemiforthe purposes of iierhending the .Original. Grant :Agreement, 'for :the purposes of Pianninq:. & :Design and "Renewable Energy iProiedt as described in the Amendment and :.the Original Grant Agreement to which this Resolution Is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for - profit corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of the Miami Museum of Science & Planetarium that Gillian Thomas as the President .and Chief Executive Officer and Frank Steslow as the Chief Oberatina Officer are hereby authorized and instructed to execute, deliver, and enter into the Amendment to the Original Grant Agreement, In the name and on behalf of this not -for -profit corporation, with the City of Miami upon the terms and conditions contained in the proposed Amendment to the Original Grant Agreement to which this Resolution is attached, to update the insurance requirements, and to comply with the terms and conditions of the Original Grant Agreement as amended by the Amendment. DATED this 3 day of k ct, r c 1, , 20 el A Florida Not -For -Profit Corporation SignatuLe • Name: C, m c, Ll A-r,/ l'-% c.4 P- Title; toe -to tMr I G 51) Attest; Sig tur We Not -For -Profit Corporation Secretary 4 Name: v • A-me.-2- (Corporate Seal) ii:Documau P..xhiblt D.doc Composite "EXHIBIT:A=2 Updated.;Detailed;Project Information, Including ttemized:Scope.of.Work, Project::Budget;andTime of Completion.for Original.Project:and`for Renewable _Energy 'Project To be `provided upon document execution Amendment No. 2 10 EXHIBIT i°r2i Miami Science Museun New Museum Development and Renewable Energy project Costs from January. 1, 2010 through December 31, 2010 DETAILED PROJEGf•7NORMAT10f{ ' ITEHIZED'SCOPE OF•WORK, PROJECT BUDGET, TIME OF COMPLETION A • PR01_ECT ELEMENT/TASK . VENDOR B CITY FUNDING (DOE MATCH) C US DEFT OF ENERGY G ESTIMATED COST H DELIVERABLE I ESTIMATED COMPLETION TIME STAFF SALARIES AND FRINGE: To oversee project implementao tion, versee studies; support prototyping of bulking components and exhibits,' develop web interface, 'develop bilingual Interpretive materials • Mh`seum of Science 0 236,733 • 236,733 Building studies, prototypes and demonstration exhibits, web resource, bilingual educational materials 12/31/10 TRAVEL Ta vlslt' fabrimtlon's support consultants' travel and vlslisandlocal travel and Subsistenstence' ' ` Staff Staand consultants'r 0 11,161 11,464 Fabrkatnr and consultant Input 12/31/10 EQUIPMENT for building component prototypes and demonstration exhibits TBD 83,625 0 83,625 Prototypes and demonstration exhibits 12/31/10 SUPPLIES, •`•' ' ' Supplies fsr workshops, printed materials to support museum- . based'progremnling and'community outreach'(jncluding ,Spanish and Creole).' '.. ' Misc. vendors - 15,000 15,000 Public workshops and outreach efforts at schools, parks, community centers 12/31/10 • filaterlals,'Malntenance of Web Interface (server, network connectivity, back-ups, Software licenses, wireless transmitters frewall)6/30/10 - 'project Technology vendors 0 10,000 10,000 Technology Infrastructure to support • Materdals'and components for new building '- FPt, other private contributors 0 Materials and components for new• hulldjnq 12/31/10 CONTRACTUAL - • Contracrors• Content development;.exhlbit'developinent and fabrication, prototypa es nd•demohstratdon'exlrltilts ' • ' Selected design firms, a exhibit developers and fabricators 450,000 0 450,000 Building component prototypes, demonstration exhibits, portable exhibits to support community outreach on alternative energy 12/31/10 • lnteractives'and educational displays for Gty Green Lab . Selected design firms, exhibit developers and fabricators 25,000 0 25,000 Portable exhibits to support City Green Lab program 12/31/10 Software development for,Web Interfaces t0 support data . strearns from energy exl,ibit comparients' Project " Technology vendors 25,000 25,000 Web based data streams and 12/31/10 educational resources Management .. " 'Ove'rsight'of building studies' ' 'Oversight Oppenhelm Lewis 10 000 10,000 Project oversight of building component prototypes - ""'. Oppenhelm Lewis 20 000 20,000 Prolect oversight 12f31 1p Architecture&Engineering'-'-. - - ' 12/31/10 , Nuil,eing'deslgn'studies to•support schematic design and design developmentphase for the new museum ' ' . 'Cgordlnabon,of Grimshaw Architects; ' Anhp• Syska Hennessey 100,000 100,000 Analyses and reports 1.2/31/10 energy-end•sustalnabilityy building studies, integration into fiuildinc design' "l .' ;' ' : Gdmshaw Architects 100,000 - 100,000 Architectural services 12/31/10 Schematic designdaylight analysis Including solar radiance, shading; and tank penetration studies" •30,000 ' Atelier 10 30,000 'Analyses and reports 4/30/10 Design developmentCstudles to refine bullding.performance requirements and systern deslnn '• `Construction'documentation Atelier 10 30,000 30,000 Analyses and reports 9/30/10 to'support detailed design ' selullons for fenestration and shading' Atelier 10 10,000 10,000 Construction documentation 12/31/1,0 Desigri'fof'bullding component prototy' es and demonstration •exhlbl[s�="' "•:.` " ' P' Atelier 10 • 35,000 35,000 Prototypes and demonstration exhibits 6/30/10 Othcr.Consudtants 4 -" - t' Energy'.consultant td. identify and' develop Industry contacts and • in-klecFebneiitibeians for the'tiuild(nq - "specialist Maurice Aaams 10,000 10, 000 Industry partnerships and In -kind ledusbutlons 12/31/10 • Educational to'develop web -based resources for ' • schoolgrdepif-•••'-- ''� ." '; .Evaluatlofi'tonsultant TBD 25,000 25,000 Educational materials 12/31/10 to'deslgn and conduct audience research stilly.': """_• • INDIRECT TBD 40,000 40,000 Research findings 6/30/10 COSTS' •. • •,•'•:. TOTACESTIMATED Museum of Science 760 420 160,428 Overhead . COSTS':,. -'� 713,625 713,625 1,427,250 12/31/10 The Project Elements/Tasks listed above wlth an ar0bunt listed In Column•B;.City' Funding 'sliall constiftde the wORK; ill! !terns 'fisted lit CoIumn A shall coltuthePROJECT'. • • • me of Perfor Timance = Work Begins: Jan 1 2010 Dec 31 2010 INSTITUTE of useumendLibrary SERVICES Official Award Notification for Grants and Cooperative Agreements Date of Award July 02, 2012 Avrardee Name and Address Museum of Science 3280 South Miami Avenue Miami, FL 33129-2332 Museums for America MFA-Engaging Communities °Award Number MA-04-12-0343-12 Authorizing Official • Gillian Thomas 3280 South Miami Avenue Miami, FL 33129 Award Period From August 01, 2012 To July 31, 2014 Project Director Sean Duran 3260 South Miami Avenue Miami, FL 33129 . Total Award Amount S 149,955.00 07/02/2012 $149,955.00 Original Award Basic Award information 1. The Institute of Museum and Library Services (IMLS) provides this grant support puisuant to 20 USC § 9101 et seq. 2. The award is made in supporl of the purposes set forth in the original application or, if noted in the special terms and conditions of the award, in.a revised plan of work that has been approved by IMLS program staff. 3. The administration of this grant and the expenditure of grant funds are subject to the special terms and conditions of this award, which appear on the second page of the award notification, and the General Terms and Conditions for IMLS Discretionary Awards. The latter document incorporates by reference the audit requirements of OMB Circular A-133 and the applicable uniform administrative requirements and cost principles promulgated by the Office of Management and Budget. (For further details on the uniform administrative requirements and cost principles, see Articles 3 and 4 of the General Terms and Conditions for IMLS Discretionary Awards.) 4. The first request for payment will indicate the grantee's acceptance of the award. 5. The schedule of due dates forfinancial and performance reports is attached as the final page of the award notification. IMLS Authorizing Official Signature 'Jame and Title Dhrislopher Reich 4ssociate Deputy Director for Museums, IMLS Accounting code: 59120301P0.2012.MP12000000.6501 CFDA Number: 45.301 TIN No. • 590854960 DUNS No. • 073877037 59120301 P0.2012.MP12000000.6501000000.4100 ALBERTO IBARGUEN President arid CEO Ms, Gillian Thomas President. and •CEO Miami Muse- 2 of p ience 3280 S;;Mi '-Ave. Miami, FL 3. .129-2 2 John S. and James L. Knight Foi±n'd ation RECEIVED JAN 2 0 2( January 12, 2012 . The Tr i t es: of the John S. and James L. Knight Foundation have approved a $10 million challenge grant Miami Museum of Science. Congratulations. The grant is to be used to support the Learning Center and other educational activities at the new Patricia ez Phillip Frost Museum. of Science in downtown Miami. The terms and conditions of this grant are contained in the attached grant agreement. A self-addressed envelope to return the signed agreement is enclosed for your convenience. Before you take steps to publicize this grant, please review our communications resources and guidelines atww.w.kniohtcominunications.ore. This grant is tangible recognition of your services to Miami, a Knight community. Thank you. AI:jbn Enclosures 0: Matthew Haggman Dennis Scholl Javier Soto 200 South Biscayne Boulevard, Suite 3300 Miami, Florida 33131-2349 (305) 908-2601 www.knightfoundation.org Composite EXHIBIT A-3 Updated Detailed Project Information, Including Itemized Scope of Work, Project Budget and Time of Completion To be provided upon document execution Amendment No. 3 10 EXHIBIT A-3: Miami Science Museum New Museum Development and Exhibit Prototyping and Design Costs from October 1, 2012 through July 31, 2014 DETAILED PROJECT INFORMATION ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION A PROJECT ELEMENT/TASK .VENDOR B CITY FUNDING C IMLS D Other Private Sources (including Knight matching funds) E ESTIMATE D COST F DELIVERABLE G ESTIMATED COMPLETION TIME STAFF SALARIES AND FRINGE: To oversee project Implementation, project design, fabrication, content . development, link with evaluator, project reporting Museum of Science - 116,244 116,244 Prototype exhibit content development, project management and oversight 7/31/2014 EQUIPMENT for exhibit prototypes and demonstration exhibits TBD 5,5005,500 Prototypes and demonstration exhibits 6/1/2013 SUPPLIES: materials and components for exhibit fabricatlor Various vendors 45,000 45,000 Materials and components for new exhibit prototypes and demonstration exhibits 7/31/2014 CONTRACTUAL Contractors - Content development, exhibit development and fabrication, prototypes and demonstration exhibits Selected design firms, exhibit developers and fabricators 40,000 40,000 River of Grass exhibit prototype 6/1/20113 Other exhibit development Selected design firms, exhibit developers and fabricators 48,375 23,500 71,875 Other prototype exhibit development 7/31/2014 Flexible furniture design for Living Core Exhibition Other -Consultants Eight, Inc. 350,000 375,000 725,000 Living Core flexible furniture design 12/31/2013 r Exhibit development services Peggy Monahan 10,000 10,000 Technical input for River of Grass exhibit 6/1/2013 Advisor Honoraria Various Advisors 5 500 5,500 prototype Technical advice - Spanish language translation for exhibits Carlos Plaza 6 000 6,000 Translated exhibit copy 7/31/2011 Graphic Artist TBD - 8 000 8,000 Exhibit graphics 7/31/2014 Evaluation consultant - external evaluator University of Miami 30 000 30,000 Research findings 7/31/2014 INDIRECT COSTS Museum of Science 33,711 33,711 Overhead 7/31/2014 TOTAL ESTIMATED COSTS 548,375 149,955 398,500 1,096,830 7/31/2014 The Project Elements/Tasks listed above with an amount listed in Column B, City Funding, shall constitute the WORK; all items listed In Column A shall constitute the PROJECT. Time of Performance -- Work Begins: Oct 1 2012 July 31 2014 To be completed before document execution D/BIA Certificate for MMOS and , EXAMPLE NOT -FOR -PROFIT CORPORATION RESOLUTION WHEREAS, desires to enter into an Amendment ("Amendment") to the original Project Co-operation Agreement for B- dated 200_, (the "Original Grant Agreement") but effective as of , 200_ with the City of Miami for the purposes of amending the Original Grant Agreement for the purposes of as described in the Amendment and the Original Grant Agreement to which this Resolution is attached; and WHEREAS; the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for -profit corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS .of that as the and as the are hereby authorized and instructed to execute, deliver, and enter into the Amendment to the Original Grant Agreement, in the name and on behalf of this not -for -profit corporation, with the City of Miami upon the terms and conditions contained in the proposed Amendment to the Original Grant Agreement to which this Resolution is attached, to update the insurance requirements, and to comply with the terms and conditions of the Original Grant Agreement as amended by the Amendment. DATED this day of , 20 A Florida Not -For -Profit Corporation Signature Name: Title: Attest: Signature of Not -For -Profit Corporation Secretary Name: (Corporate Seal) Amendment No. 3 11 Composite EXHIBIT A-3 Updated Detailed Project Information, Including Itemized Scope of Work, Project Budget and Time of Completion To be provided upon document execution Amendment No. 10 EXHIBIT A-3: Miami Science Museum: New Museum Exhibit Construction and Construction of Museum Drive from October 1, 2012 through July 31, 2014 DETAILED PROJECT INFORMATION ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION A PROJECT ELEMENT/TASK VENDOR " 'B w CITY d ;S FUNDING 1`.;' . rdis`r,c:; C Institute of Museum and Library Services (IMLS) Grant D Miami -Dade County Building Better Communities Bond Program E Perez Art Museum Miami _ F ESTIMATED COST G DELIVERABLE H ESTIMATED COMPLETION TIME STAFF SALARIES AND FRINGE: To oversee project implementation, project design, fabrication and content development for the River of Grass early childhood exhibit Museum of Science yp: (", r Iv 'k 0 <;i'is `''ra 's' ,e;;w>•;ij'= 116,244 116,244 The Museum's internal team , funded by IMLS, will manage and oversee the River of Grass early7/31/2014 childhood exhibit development and build out EXHIBIT CONSTRUCTION 0 'i 4 fabricationbrr of Grass Early constructiontExhibition : exhibit and Exhibit contractors/fabricators 'j' 7 v'.' " �;r- ; a� 100 000' .x Ir1 3ra fir' '- 0 100,000 New River of Grass Exhibit (Everglades theme) will test and improve the experience for adults who accompany young children to the museum. • 7/31/2014 CONSTRUCTION _ ,,,3r .,,,,_ Museum Drive : Construction costs for Museum Drive (access road to the Perez Art Museum Miami and the Patricia and Phillip Frost Museum of Science) John Moriarty &}Mqo Associates of Florida Inc. ' -;':� ��.� .,:. 448' F375^ sY1,, --.?n"•'.<..n � ti 101,625 550,000 1,100,000 Museum Drive. The total cost of the road is $1.1 million. The costs are split 50/50 with the Perez Art Museum Miami. 12/31/2013 INDIRECT COSTS (funded by Federal Grant) Museum of Science tit. } -. , 33 711 33 711 Overhead 7/31/2014 TOTAL ESTIMATED COSTS VL 548375, 149,955 101,625 550,000 1,349955 The Project Elements/Tasks listed above with an amount listed in Column B, City Funding, shall constitute the WORK; all items listed in Column A shall constitute the PROJECT. Time of Performance -- Work Begins: Oct 1 2012 July 31 2014 To be completed before document execution D/B/A Certificate for MMOS and EXAMPLE NOT -FOR -PROFIT CORPORATION RESOLUTION WHEREAS, desires to enter into an Amendment ("Amendment") to the original Project Co-operation Agreement for , B- dated 200_, (the "Original Grant Agreement") but effective as of , 200_ with the City of Miami for the purposes of amending the Original Grant Agreement for the purposes of as described in the Amendment and the Original Grant Agreement to which this Resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for -profit corporation; Now, .THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS of that as the and as the are hereby authorized and instructed to execute, deliver, and enter into the Amendment to the Original Grant Agreement, in the name and on behalf of this not -for -profit corporation, with the City of Miami upon the terms and conditions contained in the proposed Amendment to the Original Grant Agreement to which this Resolution is attached, to update the insurance requirements, and to comply with the terms and conditions of the Original Grant Agreement as amended by the Amendment. DATED this day of , 20 A Florida Not -For -Profit Corporation Signature Name: Title: Attest: Signature of Not -For -Profit Corporation Secretary Name: (Corporate Seal) Amendment No. 3 11