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HomeMy WebLinkAboutExhibit 1 01/10/13AMENDMENT 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 PROJECT: Project Location: Grantee Project Manager: Museum of Science & Planetarium (including Planning & Design and Renewable Project) Miami Bicentennial Park Commission District Energy 2 (Sarnoff) Name Phone Frank Steslow Chief Operating Officer 305-646-4268 Fax 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: $548,375 Homeland Defense/Neighborhood Funding Source Improvement Bonds — Museum of Science — Bicentennial Park Enabling Legislation: Resolution Total Estimated Project Cost: Adoption Date 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) 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"). WITNESSETH: Amendment No. 3 NlAy- is-cst(9 1 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 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. 3 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 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 exhibit prototyping and design costs; 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 and the Renewable Energy Project undertakings by MMOS; 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 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 $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 Amendment No. 3 4 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 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 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, 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 and Composite Exhibit A-1 a -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, Onc 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 Two Million, One Hundred Fifty One Thousand, Six 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 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. 3 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: "City" CITY OF MIAMI, a municipal corporation By: Dwight S. Danie, MSL, City Clerk, Johnny Martinez, P.E., City Manager Date: "GRANTEE" MUSEUM OF SCIENCE, INC. (D/B/A/ MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation Print Name: Name: Title: (Authorized Corporate Officer) ATTEST: By: Print Title: (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. 3 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. 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 $713,625, TO SERVE AS A MATCH FORA 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 httn://egov.ci.riami.fl.us/Le2istarWeb/temp/rep8494.html 11 /7./7(117 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 $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 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 $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 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 $2,000,000 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 $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 Resolution No. 08-0172, 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. 1 to the Original Grant Agreement; and httn://e2ov.ci.miami.fl.us/LeaistarWeb/temp/ren8494.html 1 1 /7/7n17 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 $713,625, if MMOS has 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 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 $713,625, 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} httn://e2ov.ci.miami.fl.us/LegistarWeb/temp/ren8494.html 1 1 /7/7n1 2 Crystal Report Viewer rage 4 or 4 http://egov.ci.miami.fl.us/LegistarWeb/temp/rep8494.html 11/2/2012 AMENDMENTTO 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 PROJECT: Location: Grantee Project Manager: Museum of Science & Planetarium (including Planning & Design and Renewable Project) Cotmnission Miami Bicentennial Park District Energy: (Sarnoff) 2 ( ) Name Phone Frank Steslow Chief Operating Officer 305-646-4268 Fax 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: $713,825 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 $272,800,000 CIP Job Number: (I r n ,pllenble) 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 Citys Bicentennial Park, hereinafter collectively referred to as "Project". This Amendment ("Amendmen ") is made and entered into this 10 ` day of ,.2009 (but effective as of USA a 1) , 20064 "Effective Date") and between the City of Miami, F1013 a, 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"). WITNESSETH: Amendment No. 2 ti 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 bondsfor 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. 02-1.294, 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 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 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 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 Energy Technology 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 pity 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 Amendment 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 - 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 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 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 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, and 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 Thousand Dollars ($1 /138,000) Two Million, One Hundred Fifty One Thousand, Six Hundred Twenty Five Dollars ($2,151.625). 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 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: Amcndmcnl 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 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: 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 qnd Thirty Eight Thousand Dollars ($1,438,000) Two Million. One Hundred Fifty One Thousand, Six Hundred Twenty Five Dollars ($2,151.625), 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 Amcndmcnl No. 2 6 Eight Thousand Dollars ($1,438,000) 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 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, 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. Thompson, City Clerk Date: /V—D "City" CITY corpo By: Pedro G. , a municipal "GRANTEE" MUSEUM OF SCIENCE, INC. (D/B/A! MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation int Name: 1 L- I fWI 'i Kttf Name: peers b j czo Title: ! / (Authorized orporate Officer) APPRO `ED AS TO -FORM AND CORRHCT: an: Ju' 'CJ:Bru Cit ttorney eThr ATTEST: By: Print Title: j,�1 G /-.4-01('E� (Corporate Seal) / APPROVED AS TO INSURANCE REQUIREMENTS: ndez, City Manager LeeAnn Brehm _ Risk Management irector RESOLUTIONS NO. 05-0416, 08-0172, and 09- 1) 7O Amendment No. 2 ACORD 25 (2001168) "_.ACDRD CERTIFICATE OF LIABILITY INSURANCE PRODUCER - MOP.TON :D. hTJ£INER/AMPAC CORAL GABLES 362 MINORCA AVENUE CORAL GABLES FL.33134 Phone:305-444-2324 -Fax:305-444-4.980 OP ID GP MUSED-1 DATE (MMIDDIYYYY) 03/25/09 THIS CERTIFICATE" IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC INSURED Museum of Science. Inc. 3280 South Miami Avenue Miami b'S, 33129 INSURER A: Great American "Insurance INSURERS; Aoe American INSURER C: Everest Indemnity INSURER D; INSURER E THE POLICIES DF 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 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 POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IDISR LTR NSR�By INSRD' TYPE OF INSURANCE POLICY NUMBER DATE (MM!FDDII EFFECTIVE POLICY LIMITS A • GENERAL LIABILITY 96PAC00D0279986900 • 03/21/09 03/21/10 • EACH OCCURRENCE $ 1 r 0 0 0 , 0 0 0 X COMMERCIAL GENERALLIABILITY ozonA(at I U IttN I to PREMISES (Ea occurence) $ 300,000 CLAIMS MADE X OCCUR MED EXP (Any one person) $ 5 , 000 PERSONAL & ADV INJURY $ 1, 0 0 0, 0 0 0 GENERAL AGGREGATE $ 1,000 ,000 GEN'LAGGREGATEUMITAPPLIES PER: PRODUCTS - COMP/OP AGG 55,000,000 7 POLICY 1 rl LOC EMO Ben. 1,000)000 A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 96PAC0000279986900 n � RO tUn`U n\p i7 ^;�l_ 03/21/09 LI D �'(1(Peracrdanl) 03/21/10 O BBINdeDISINGLE LIMIT COMBINED $ 1 , 000 , 000 _ BODILY INJURY (Per person) $ — X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE $ GARAGELIABILDY ANY AUTO g C.k ii\V S`�k AUTO ONLY -EA ACCIDENT S OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS/UMIBRELLAUABIUTY OCCUR CLAIMSMADE DEDUCTIBLE RETENTION $ 96EXC000279987000 03/21/09 03/21/10 EACH OCCURRENCE $ 10,000,000 X I AGGREGATE $ 10 r000 r 000 $ $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY •09122256 ANY PROPRIETOR/PARTNERIEXECUTNE OFFICER/MEMBER EXCLUDED? If Yes, deeakre under SPECIAL PROVISIONS beimm 01/01/09 01/01/10 _ ITORY LIMITS X ER E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 E.L. DISEASE - POLICY LIMIT $ 500 , 000 2 OTHER Inland Marine IMCI08671898A1208035003/21/09 . 03/21/10 2,000,000 DESCRIPTION OF OPERATIONS ! LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate Holder is named as additional insured, CERTIFICATE HOLDER CANCELLATION CITY0FM City of Miami Dianne E , Johnson Dent of Capital Improvements �GD 444 SW Secons Ave 8th F1oo�AD 44.ami FT, 33130 11 3 O v AU CAPITAL r ovEAAPN.# SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO DATE THEREOF, THE ISSUING INSURERYJILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO D0 SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. © ACORD CORPORATION 19B MIAMI SCIENCE 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, 2005, (the "Original Grant'Agreement") buf 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 es 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: Sigrat .ce*6f Not -For -Profit Corporation Secretary Name: Victor M. Alvarez (Corporate Seal) 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 Between CITY OF MIAMI AND MUSEUM OF SCIENCE, INC.. (D1131Al MIAMi MUSEUM O.F SCIENCE & PLANETARIUM) GRANTEE: Museum of Science, inc. d/bia Miami 'Museum of Science & Planetarium PROJECT: Museum of Science & Planetarium (including Planning & Design and Renewable Project) Energy Project Location: CDismmission Miami Bicentennial Park trict 2 (Sarnoff) Name Phone Fax Grantee Project Frank Steslow Manager Chief Operating Officer 305-646-4265 305-646-4300 Name Phone rvx A`"ess {O 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: $738,000 Funding Source Improvement Bonds —.Museum of Science — Bicentennial Park EnablingLe islation:. and 5 end 08 05-0416 8-ions017.2 Adoption Date 07/07/05 and 03/27/08 Total Estimated Project Cost: $27Z,800,000 CIP Job Number: (ttappaeab[c) B-78502 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 Protect) to be located at the City's Bicentennial Park, hereinafter collectively referred to as "Protect". This .Amendment ("Amendment") is made and entered Into this �5 day of RaYell , 2003, (but effective as of 494 cj it , 200g, "Effective Date") by and between the City of Miami, F'orida, 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, .Miarnl, Florida 33129, ("Grantee"). WITNESSETH: Amendment 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 protects 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 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 Amondment 2 WHEREAS, .in May of 2005, the Clty's Bond Oversight Board reviewed and favorably recommended an original $700,000 allocation for the Protect 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 $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 the assistance of the City Bond proceeds shall become the property of and be owned by the City, which wit subsequently make such documents, reports, materials and drawings freely available to MMOS and to Miami -Dade County, if applicable, for use on the Protect; and WHEREAS, in June of 2007, the Clty'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 Technology 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 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 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 mondoroonti. 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. 08-0172 that proper use of this additional allocation up to $738,000 will primarily benefit the general public and serves a.paramount public purpose; and WHEREAS, funds for the additional allocation up to 8738,000 are available from B-78502, Capital Improvements Project No, 333143 entitled "Museum Of Science - Development of Bicentennial Park" under the Homeland Defense - Neighborhood Improvement Bond Program; and WHEREAS, also an. June 14, 2D07, 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 Commission .Directives 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 Interlace! 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 Protect 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 $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, a1I attachments thereto, and all enabling legislation therefore are hereby incorporated, made a part of this Amendment, and attached hereto as "Composite Exhibit A". 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-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 as "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 Original Grant Agreement, and attached hereto as "Composite mendmcnt • Exhibit C. Grantee's Not -For -Profit Corporation Resolution dated kCirCh 200,9 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 or once epaeinted, the Chair of he Museum Park Protect Fundino and Construction Oversight Committee a ed by City Commission Resolution No. OB-�4�2_adonfed July 10. 2D08,. Eitbor the Dlreotor or the Chair. but not both, shall fulfill the resoonsibllltie.s under Section 7 Project Progress. 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, af14 geotechnlcal testing, costs of egulptnent and materials to be purchased and installed in the2.rgje .t facifl y for the weather station. costs of related installation, snd cosh of construction for canital components. of the ,p of i but not limited to capital components for the Renewable Enerav Prolect, the la round areas, and the roof and Infrastructure of the, Lac ' y), 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 hereinafter as 'Exhibit A") as approved Project -related expenses. 1 11 Exhibit A: Sha1Lmsan collectivelX om ite Ex Ibit A and Comaosite ,Exhibit A-1, 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 $700,000 One Million Fo r Hundred and ThirtvThousand Dollars (1.4_30,0001, 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 �' emt Amenduti. 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 City acknowledge and agree that at 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 Is hereby amended as follows to add a new subsection 4,8: 4.8 Grantee agrees that It shall fulfill In .:a timely manner all of the ed. y S modified or waived by tfte City Commission as set forth In .the Definitive Documents to be negotiated by the City Manger and MMOS with the other ar�nlicable ^artiae Grantee r �rthsr agrees that failure by Gra tge-te fulfill any of the conditions of the Directives, unless such condffion(s) is/are subsequently waived or modified by the City Commission, shall constitute e default of the particular Definitive •Document containing the particular enditlon that is not fulfilled If in theffuture-lr he event that any conflict or inconsistency occurs between the terms of this Amendment the Original grant A�reemont and gnu terms of anveetber aporooriete and aooilcabfe ,t'efinttive Documents) then the terms of such otr aooroorlate.. 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,, 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 tea ded from time to time, that the City receive a favorabio recommendation..from its Bond Oversight Board ctating that the City may apply meardlna the .Cltv's use Eta 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 it the original CITY FUNDING AMOUNT o $700,,00 for these stated purposes at Its May 24, 2005 meeting: and (II) an additional $2,000,000 for the MMOS et its meeting.Qf 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 6 The GRANTEE shall identify, secure and expend an amount equal to the CITY FUNDING AMOUNT of $700,000 up to an amount not to exceed One Million Four Hundred and Thirty-Elaht Thousand Dollars ($1,438,000) 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 an4— Independent Certified Public Accountant. Any portion of the GRANTEE match funds not substantiated will result in a proportionate reduction in the CITY FUNDING AMOUNT 00 000 up to an amount not to exceed One Mjl[1 Four Hundred and Thi v-Eight Thousand Dollars ($1,438.0001 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. Ssverability: A new Section 24 Is hereby added to the Original Grant Agreement as follows: 4, Several:Mity Should anv provision, paragraph, sentence. word or phrase contained in t is Agreement be determined by a court of competent jurisdiction 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 taws, 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. 9. 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 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 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 and the Original Agreement as they collectively form the Agreement are of no force or effect. Amendment 7 Date: 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 hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: 1 i,4 Prise!!! Thompson, Thomps n, City Cier nr'C3 l "City" CITY 0 corpor , a municipal andez, City Manager 'GRANTEE" MUSEUM OF SCIENCE, INC. (D/BIAI.MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation f• Prtnti ame: c Y-Lj - r'' 0"kr Name; Title: `Pa_.-s / C (Authorized Corporate Officer) APPROVED AS TO FORM AND CORRECTNESS: Julie O. B.c City Attorney/ ATTEST: By: / rvX Title: ZQ.4-4:1) . / eal) APPROVED AS TO 1 SUi, NC EQUIREMENTS: (Corporate S / LeeAnn Brehm) Risk Manage .nit Director RESOLUTiONS NO, 05-0416 and 08-0172 04- 441 Amendment 8 COMPOSITE EXHIBIT A ("ORIGINAL GRANT AGREEMENT") PROJECT CO-OPERATION AGREEMENT, DATED AS OF JULY21, _2006 AND ALL EXHIBITS AND ATTACHMENTS THERETO •(INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution Amendment 9 PROJECT CO-OPERATION AGREEMENT GRANTEE: Museum of Science, Inc. (d/b/a Miami Museum of Soence & Planetarium) PROJECT: Project Location: Grantee Project Meragair: Planning & Design - Miami Museum of Science & Planetarium Miami Bicentennial Park Commission Distniot 2 (Winton) Name Phone Fax Jonah Pruitt III, Executive Vice President 305-646-4290 300-646-4430 Noti.£iaatidas this Regarding Address to Name Gillian Thomas, President Phone above tax above Nailing Address 3280 S, Miami Ave. CITY Miami State FL >rl.p 33129 etsaet Address same Miami FL 33129 CITY FUNDING AMOUNT: $700,000 Funding Source Miami Museum of Science — Bicentennial Park Enabling Legislation: Resolution 05-0418 Adoption Date 7/7/2005 7 $272,300,000 CIP Job Romhcr: Total Estimated. Project Cost: Prj3 7B502 (Lf BPPliceble) Project Description: Planning, development and project management activities relating to .the construction of Miami Museum of Soler -ice & Planetarium to be located at the CJTY's Bicentennial Park, hereinafter referred to as 'PROJECT". THIS AGREEMENT (hereinafter referred to as the "AGREEMENT') is made and entered into as of 2-15f day vt'7u1 y, 2005, with the specified effective date, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as "CITY), with offices at 444 S,W, 21Id 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 the 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. The CITY has adopted Enabling Legislation, referenced above and incorporated by reference as though set 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 neee,eery documents for this purpose. WHEREAS, GRANTEE Is to be the operator of the PROJECT which wit be a public museum, offering interactive and other science exhibits, a planetarium, outdoor exhibits, camps, eI0813as, workshops, educational resources, professional development and o'9-474 -1 Pmjeat Cooperative Agreement K-05C0377 youth programs which will be located in an approved site In :the -CITY of Miaml Bicentennial Park (the "Museum Site') for not less than twenty-five (26) years from the date thedoors open to the public; WHEREAS, thee Miami Museum of Solenoe to be located at the Museum Site will further enhance the understanding of scleriae and technology in an area adjacent trethe future Miami -Dade County Performing Arts Center, protected to open In.2008, and will further enhance science education and 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; WHEREAS, the PROJECT will be a significant community. asset, and the grant funds appropriately employed by the ,GRANTEE In socordance 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 as follows: 1 Det:mitions: 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 proceeding to a subsequent task or activity of the WORK and required as a condition for reimbursement, 1.3 DIRECTOR: shell 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 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 bona fide design professionals, planning professionals and related materials, and gentenhnical testing. There shall be no mark up on such cost 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 Exhibit A as approved Proieot-related expenses, and as such, shall be eligible for reimbursement from the CM` FUNDING AMOUNT. 1.5 GRANTEE., A Florida nol-for-proflt corporation existing under the laws of the State of Florida. 1.6 GRANTEE Proieot Manager: Person designated by Grantee to manage and supervise ail activities relating to the PROJECT. 1.7 JNELiGIBLE EXPENSES: For purposes of this Agreement, eligible expenses may not be used for payment to employees, employee benefits, day-to-day expenses, payroll, lobbyists, legal counsel, or other obligations, debts, lieb111ties or costs or GRANTEE, In addition, expenses shall not Include the costs of land or rights of way, and fees for lobbyists, legal or tax, environmental or regulatory counsel, auditors, accountants, brokers and salespersons or any other costs not expressly allowable by Section 1,4. There shalt be no mark up by GRANTEE on any costs, that is, only the actual, direct cost Incurred by GRANTEE may be billed to the CITY for reimbursement, 1.8 PROJECT; Shall mean all activities and items, Including btat 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 participation, 1.9 WORK: Shall mean the activities and items approved by CITY (or Director) to be paid by the CITY FUNDING AMOUNT, as identified in Exhibit A or revisions thereto, 1;10 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 affective date. The CITY shall provide the option to renew for additional one (1) year periods upon the CITY's approval for satisfactory performance and progress. 2 CiTY Rersreeantative; Except asotherwise stipulated herein, the DIRECTOR shall be responsible to render direction, asslstenoe and decisions to GRANTEE regarding this Agreement, The DIRECTOR shall assign a Representative to handle the day-to..day, ministerial and ether 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 Exhibit A. CiTY shall have no Project 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 Responslbilittes: 4,1 The GRANTEE shall ensure the timely and satisfaotory completion of the WORK relating directly to the PROJECT within the Total Estimated Project Cost end within the Time for Performance as specified in Exhibit A to this Agreement. 4,2 GRANTEE shall provide all additional funds above the CITY FUNDING AMOUNT to complete the PROJECT up to the Total Estimated Project Cost, Including without limitation any Cost Overruns and/or change orders for the WORK. 4.3 The GRANTEE shall manage and supervise all aspects of the WORK Including without limitation, designing, engineering, scheduling, permitting, materials, tabor, means and, methods of construction, end the hiring of contractors, consultants, and suppliers the like. 4.4 The GRANTEE shall fund the cost of all WORK from Its own resources and seek reimbursement from the CITY in the manner set forth lit this Agreement. 4.6 Any advance payment of the CITY FUNDING AMOUNT and funds of the GRANTEE shall be maintained in separate and independent bank accounts to be .Used solely and exclusively for the PROJECT.. Any Interest accruing from any advance of City funds shall be regularly reported and repaid to the City. 4;6 Unless otherwise approved by the CiTY Commission, GRANTEE shall not be entitled to any unspent funds from the CITY FUNDING AMOUNT should the WORK be completed at .a cost less 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 created by virtue of the CiTY FUNDING AMOUNT, which shall be made freely available•to GRANTEE for its use in connection with the PROJECT, provided however, that the City of Miami retains ultimate ownership, GRANTEE shall convey title to such documents and/or property to CiTY. The City Manager shall have the authority to accept ownership and Iltie 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 tine to such Items. 6 Hpmeland Defense Bonds, Condltien Precedent: 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, "Homeland Defense / Neighborhood improvement Bonds (the "Sands"), it is a condition precedent to the CiTY'S ability to lawfully enter Into this Agreement that the CITY 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, covenants and conditions of this Agreement. Thls 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, 2006, Land 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 faollitles 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 bona fide public purpose and there shall be no resulting, or only Inoidental, 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 ell specifications and/or preparatory or design documents and cost estimates at progress phases deemed appropriate by the DIRECTOR, GRANTEE shall duly consider end implement comments and revisions suggested by the DIRECTOR from such periodic reviews, Throughput the preparatory or design process, GRANTEE shall use Its best effort to ensure that the WORK and the PROJECT can be completed within the CITY FUNDING AMOUNT and Total Estimated Project Cost, respealivoly. 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 fails to comment in writing on such documents in writing within thirty (30) days of their transmittal to him, the 0- 14j _3— Project Cooperative Agreement K-0500377 documents will be deemed approved without the Matching Funds occurring before August 2002 are not necessity of further action. Eligible Expenses. GRANTEE shall keep. DIRECTOR informed as to the progress of the PROJECT by submitting progress reports quarterly within-30 days of the month following the end of each quarter ending December 31, March 31, June .30 and' September 30, -The report should provide information regarding project status, nth/Idea, funding raised and expended. Any periods of inactivity must be jusflfied and approved by the CITY. 8 Changes to Scope 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 rsvlsions to Exhibit A shall be at the sole discretion of the DIRECTOR. There shall be no modification in scope that, solely Ih the opinion of the DIRECTOR, negatively impacts or reduces the standards of quality or aesthetics Incorporated into the PROJECT as originally presented to the CiTY. 9 Eligible Expenses: The parties agree that all expenses the GRANTEE Incurs that are directly relatod to the Project, including both hard and soft costs, are eligible for reimbursement, provided adequate documentation accompanies the reimbursement request in the form of approved invoices, verified payment requests, and/or check vouchers. For 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. Project -related soft costs that mey be reimbursed shall be defined to mean and include fees for professional engineers, architects, landscape architects, surveyors, mapping, other bona fide design professionals, permitting and associated costs, and geotechnleal testing. Project -related costs Incurred by the GRANTEE no earlier August 2002 are etso Eligible Expenses as defined herein. 10 Match Required: The GRANTEE shall Identify, secure and expend en 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 evldenoe 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 $700,000. The use of Matching Funds shall be restricted to the Eligible Expenses defined herein. Arty expenditure of 0 4- Project Cooperative Agreement K•0500377 11 Reimbursement Requests: 11,1 The Reimbursement request will be payable no earlier than forty five (45) days following the execution of this Agreement. 11,2 GRANTEE. shall submit a detailed Invoice or reimbursement request, as required by Section 3,1, which compiles with Florida's Prompt Payment Act, §218;70, Fla. Stat, (20D4) to the CiTY for all Eligible Expenses relating to the WORK performed during the preceding period, along with reasonable substantiating deaumentatton as requested by the DIRECTOR, tnoiuding, without limitation, copies of . invoices and canoelied 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 suffiolentty detailed invoice. 11,3 DIRECTOR, In his/her sole discretion, may approve advanoe payments to GRANTEE of not more than 10% of the available balanoe of the CiTY FUNDING AMOUNT upon receipt of written request justifying, In DIRECTORS sole opinion, the need for .such advance 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%, Varificatlnn and substantiation as to the use of sit .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 as 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 5, 2002 may be considered by CITY for reimbursement provided such expenses are deemed by the DIRECTOR, or designee, to meet the definition of Eligible Expenses, Section 1.4, 12 Timeliness and. Completion: Unjustified periods of inactivity, 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. is No damages for Delav: in the event of any delays to the PROJECT and/or WORK, GRANTEE'S sole remedy shall be to seek an extension of time -4- from the DIRECTOR. GRANTEE Is not entitled to delay etamages .under this Agreement or under any related agreement with the CiTY, The'CITY will not be liable for any -delay damages .or damages in any way .attributable `to -performing work out of sequence, acceleration claims, Elchiea formula claims, or other similar type claims, work slow -downs, inefficiencies, sequencing • Issues, strikes, lockouts, reduced productivity, or even Aots of God, 14 insurance and Bandlnce 14,1 insurance; 'The CJTY's Risk Management Administrator reserves the right to require GRANTEE, prior to commencing the WORK, to .'.provide the CiTY's Risk Management Administrator with evidence, consisting of certifiaatea or policies of insurance documenting; (a) builder's risk Insurance (applicable for construction proJects only); and (b) general liability insurance, (a) professlonal liability insurance. The CITY of Miami shall be a named insured on all liability policies relating to the WORK except professlonal liability policies. See Exhibit C. 142 Payment and Performance Bond: Where WORK includes the construction of improvements, prior to commencing the WORK, GRANTEE shall provide to the CITY's Risk Management Administrator a copy of the Payment and Performance Bond from the general contractor in substantially the form prescribed for a public construction bond by Section 255.05, Fla. Stat. (2004). The CITY shall be a named obliges on the Payment And Performance Bond required by this section which shall be In an amount not less than the CITY FUNDING AMOUNT allocated for those Improvements, As allowed under the provlsions of §255,05(7), Florida Statutes (20D4) the CITY'S Risk Management Administrator may, In writing, decide to accept an alternative form of security in lieu of the Payment and Performance Bond, In such form and amounts as may be reasonably required by the Cf`rY's Risk Management Administrator. 14.3 The CiTY's Risk Management Administrator shall be given at least 30 days prior written notice of any cancellation, lapse, or material modification of said Jnsura.noe coverage and/or bond. 15 Indemnity; The GRANTEE shall Indemnify, defend and hold harmless at its own cost expense, the CiTY and its officers, employees, agents and Instrumentalities from any and all liability, tosses or damages, including attorneys' fees and costs of defense, which the CITY or its officers, employees, agents or inatrumentaiities may incur as a result of claims, demands, sults, causes of actions or 0 '�� 5 _ Project ceopera-tive Agreement proceedings of any kind or nature arising out of, relating to or resulting 'from the 'performanoeof this agreement by the GRANTEE or Its employees, agents, :servants, partners, principals or subcontractors. The GRANTEE shall pay all claims and losses In conneotlon therewith and shall investigate and -defend ail claims, sults or actions of any kind or nature In the name of the CITY, where applloable, including appellate proceedings, and shell pay all costs, Judgments, and attorneys' fees which may Issue thereon. 18 Audit Riejitsi Pursuant to the applicable provisions of,§18.1DO to §18.102 of the Code of the CiTY of Miami, as amended from time to time which are deemed as being incorporated by reference herein, the CITY may audit GRANTEE'e records relating to tells 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 Comollanno With Lewe; GRANTEE and the CITY shalt at all times comply with all applloable municipal, county, state and federal laws, ordinances, cedes, statutes, rules and 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 Jn law and in equity by any party to this Agreement. In order to expedite the conclusion of the actions brought pursuant to this Agreement, the parties, .their successors 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 ceurt of competent jurlsdloiton may award court costs to a prevailing party. 18.2 Counterparts, This Agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which when taken together shalt be deemed to be one and the same Instrument. 16,3 CITY Officials, The "CITY" le a municipal corporation, and the CITY Manager as Its Chief Administrative Officer, or the DIRECTOR as the CITY Manager's designee, is empowered to make all decisions with regard to this Agreement on behalf of the CITY, unloss otherwise provided by law or by resolution of the CITY Commission, K-0500377 18.4 Suooessors end Anions, This Agreement may 'not be -assigned, sold, pledged, hypothecated or encumbered, in whole ar In part, . to any third party or business entity, contract vendee, successor , assign or to en Institutional lender providing funding for the PROJECT, without the prior approval of the Miami CiTY Commission. The CITY1s relying on the commitment, skill and reputation of GRANTEE In performing this work and may withhold or oanoel funding In the event there is any assignment, pledge, sale or other disposition by GRANTEE without having first secured the approval of the CITY Manager or his designee, which may be unreasonably withheld or delayed. 18,5 Notices, Any .and afl notices required or desired to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand (Including recognized overnight courier services, suoh as Federal Express) or three (3) buslnese days after deposit in the United States mail, 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 PresidentlGEO of the GRANTEE as applicable at the address for such party set forth In the Introductory paragraph to this Agreement (or to such other address es 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 In the negotiation of this Agreement, and 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 the plural, the.plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and.all genders. 18.7 Exhibits. All of the Exhibits attached to this Agreement are incorporated 1n, and made a part of, this Agreement, 18.8 Amendments: Termination, This Agreement may not be amended, modified or terminated except by written agreement of the parties hereto. Further, no modification or amendment, excepting a termination far cause by the CITY under Section 19 herein, shaft be effective unless in writing and executed by the -6-- 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 all safety precautions as required by .federal, state or local iawa, rules, regulations and ordlnanees, 'The GiTY reserves the right to refuse GRANTEE access to CITY property, including project Jobsites, If GRANTEE employees are not properly equipped with safety gear In accordance with OSHA regulations or if a 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 representatives, as applicable) shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") Including Titles I & II of the ADA regarding non-dlsorimination on the bests of disability, and related regulations, guidelines and standards as appropriate. Additionally, GRANTEE will take affirmative steps to ensure non-discrimination in , employment of disabled persons, 19 Defaute. Termination: 18.1 in the event of default, CITY shall suspend or withhold reimbursements from GRANTEE. The GRANTEE agrees 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 cured to the satisfaction of the City Manager In accordance with Section 19.3 of this 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 available by virtue of Florida law, Including without limitation, moneys lent and/or open account, among others, to recover such funds, Any amounts not paid when due shall accrue interest at the highest rate permitted by Florida law. 19.2 Default, and subsequent termination for cause may Include, without (imitation, any .of the following: 19,2,1 GRANTEE falls to obtain the insurance or bonding herein required, 19,2,2 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, Project Cooperattve Agreement K-0500377 19.2.3 GRANTEE fails to complete the Improvements In a timely manner as required by this Agreement. 19.3 Termination for Cause; Force Majeure, in the event of -a default, which is not cured within ninety (9D) dap .foilowing the date of a written notice mailed as provided in Section 18,5, the parties shall . have all rights and remedies provided by taw or equity, subject to the limitations of this Agreement. The CITY Manager may grant one additional extension of not more than ninety (90) additional days in total if such failure to cure is due to Force 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 cause, at the option of and by the DITY Manager, if any default is not cured by GRANTEE or GRANTEE does not comply with any material terms, covenants or condition provided herein within ninety (90) days from the date of a written notice 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 Force Majeure extension pursuant to Seofion 19.3. 19.5 The laws of the State of Florida shall govern this Agreement. Venue In any civil actions between the parties shall be in M1aml-Dade County, Florida. In order to expedite the conclusion 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 file :permissive counterclaims In civil :actions between them, Each party shall bear their own attorneys fees, 20 No Third•Party Beneficiaries: Neither the CiTY nor GRANTEE Intends to directly or subatantlally benefit' a third -party by this Agreement. Therefore, the parties agree there are no third petty beneficiaries to this Agreement and that no third -party shall be entitled to assert a claim against either of them based upon this Agreement, 21 . Authority of GRANTEE Signatories: 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 set forth herein. 22 Continnency Clause: Funding for this Agreement Is contingent on the availability 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 Preparation: Preparation of this Agreement has been a joint effort of the CiTY and GRANTi;E and the resulting document shall not, solely as a matter of judicial construction, bo oonstrued 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 GRANTEE, Miami Museum of Science & Planetarium, a Florida Not -For -Profit Corporation Signatu Q Signature J4AJ ! .s► i 7, � C„- �1 f . Print Name, Title Gillian Thomas, President ATTEST: Corporate Secretary (Affix Corporate Seal) - f — ProJeot 000perdtive Agreement K-D5D3377 ATTEST: CITY OF MIAMI, a ,municipal corporation .of the State of Florida dad] a hompson, it Clerk y✓!1 O/J 47 o Arriola, Clty Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: eiGe QLge 7/t3/Q( Dania Carrillo, Administrator Risk Management Department Jorg Fer andez, City Attorney APPROVED AS TO CAPITAL IMPROVEMENT PROGRAM: Sy yGH (i H. Ma {�' n y, CIP Director -8— Project Cooperative Agreement K-0500377 P EXILES/TA; Hew Museum Costs From August 8, 2002 to August 30, 2006 DETAILED PROJECT INFORMATION ___.-�.—...�.-....., .....,...,r.�v.rc.-, ow vvt r, / itak UFCOMPLETTON A Fir 26-Jul-05. P ir�drioen PROJECTELEMENT/TASK Vendor B CITY MINDING AMOUNT C • Crtt-tEli SOURCES D ES7IMATED COST _ E DELiVFJtAgLE F ESTIRiATECOMPLETION Project Initiation by Museum limn 2MB of Science to Design and Build New1 Public Information and ResearUl Feasibility Feasibility Study and Market Research ter Z 1 $ 92,184.66 92,264.ti5 Reports, orrstru dlon or new Pac8lty hartel2003) Public Chen'etle Expenses3� CT;,554.50 $ 90,OIIOAO 90,000.00 160Y100.00 p rts, materiels,ett Report Complete through Feb 28, 2005 Completed Sept 30, 2003 39,954.$0 Web Site Development $ - Pe.ort 8/2006 Market Resertzh far flew Museum 35 D00•00 $ 35,00000 4vehsite Project Planning 5D,000.00 $ 30,000.00 Report8/2006 .8/2005 Phase 1 of Masbr Plan for New tuseum�through Feb 23 2005 $ - Project Planning ConsultBntCoordlnat New Lord 39,317.16 $ 39 17.16 Report Museum Plan Project Fianninq Consultant Content for New Museum Project Thomas Sandell' 53,595_59 $ 53,99539 '. Complete Aug 203&.Feb 2005 Completed Feb 1,500.00 $ 1,500.00 Planning Consultant Content for New Museum Project Planning consultant Content fur F aS �l 1SOO.Q77 E0 7 60 • .. Completed May 15, 2015 15. Nero Museum Pro ect Plannin Consultant Content for New Museum Fidler 1.50100 � ��_00 $ 5 0 Documents Completed May 15, 2005 Completed May 15, Financial Feaslbllity Study Dt= nsIng 1,500.00 as OD0.00 +f35.41 $ e0 s Dinan 2005 Completed May 15 Z005 Study consultants 75,Ou0.UU 0,000 _ 120 000.00 Financial Model/Budd ial $/2D06 SoecafistCcnsulbnts Content Development $ 30,000.00 25,900.00 $ 55,000_00 Documents TectlnxaiStudies Sample Exhibits 60,000.00 30,0110.00 100,000.110 $ 25,000.0U $ 160,000.00 $ 45,000.00 Qocumentsand Dwc, Documents 8,201/6 8 006 R 40,000.00 15,1300A0 and Dwc is/2006 pomentsand Dwgs Engage Consultants; International Advisors PSI Review 15,000.00 $ 15,000.00 Report $ 8/2006 PRD]ECf MAhIA^u>3 TENT Engagement - - 2� & 6 of Project Management Consultant$ Engage 35,000 00 25,000.00 $ 60,000.00 Engagement An:I:Rect 110,ODOilO 60,000.00 100,000.00 Z10,000.00 ltr Eng211ementiEr— Development and Planning 1 8/2006 Engage Design Consultant 25,000.00 65,000.00 SUMO()W $ 145,000.00 $ 75,0.00 Documents and Plan engagementltr 8/2006 $ 8/2006 s $ $ mt $ $ - 'riJTAL ESTMATED COST Ise Project Clements/ tasks iisten above with 'stet] $ 69626755 $ 727,251,72 $ 1,423,S19.27 on amount en Column B, CITY FUNDING AMOIJN ,shal► constitute the WORK; ell items listed in Column A shalt constitute the PROJECT lime Pennrmance- of WORK' BEGINS 8/2002 8/2002 _._ 10/2Dr1 un. 50 June s. suns EXHIBIT B ENABLING LEGISLATION e-q -,1 — ProJec! Cooper $fve Agreement •K-0300377 City of Miami Master Report RoaoluEfon R-O6.0416 City Hall 3500 Pan American Drive Miami, FL 33133 www.cLiniamLfl.us File ID #: 05.00592 Enactment Date: 717/05 Version: 1 Controlling City Commission Status: Mayor's Office, for Body: Signature Title: A RESOLUTION OF TH33 MIAMI CITY COMMISSION, WrTH ATTACHMENT(S), AUTHORIZING A GRANT TO THE MIAMI MUSEUM OR SCIENCE & PLANETARIUM TO SUPPORT THE DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN THE CITY OP MIAMI.OWNED BICENTENNIAL PARK, IN THE AMOUNT OF S700,000, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVEMBER, 2001, AS A SPECIFIED PROJECT IN THE HOMELAND DEFENSE NEIOTIBDRHOOD IMPROVEMENT BOND PROGRAM; ALLOCATING SAID FUNDS FROM 13-78502, CAPITAL IMPROVEMENT PROJECT NO.333143 ENTITLED "MUSEUM OF SCIENCE -DEVELOPMENT IN BICENTENNIAL PARK.;" AUTHORIZING THE CITY MANAGER TO EXECUTE A PROJECT COOPERATION AGREEMENT, IN SUBSTANTIALLY TIE ATTACHED FORM, FOR SAID PURPOSE. Raafemnce: Name: Authorizing It Grant to the Miami Museum of Science Introduced: 6/15/05 Requester: Department of Capital Cost: Final Action: 7/7/05 Improvement ProgramsTFransportat1 on Notes: SeCtIona: Indexes: Attachments: 05-00592-resolution.pdf, 05-00592-exhlblt.pdf, 05-00592-exhibltApdf, 05-00592-exh1b11B,pdf, 05-00592-exhibitC.pdf, 05-00592-summary form.pdi; 05-00592-pte ordinauce.pdt; 05-00592•pre resolulion.pdf Action History Ver. Acting Body Date Action Sent To Dub Date Returned Result Office of the City 6/24/05 Reviewed and Attorney Approved 1 City Commission 7/7/05 ADOPTED City or Miami Page 1 Printed on 7/82005 This Matter was ADOPTED on the Consent Agenda, Aye: S - Angel Gonzalez, Johnny L, Winton, Joe Sanchez, Tomas Regaledo and Jeffery L. Allen city °Rama Page? Printed on 718t2OO City of Miami Text File Report City Hall 3500 Pan Ainerinan Drive Miaml,-FL 33133 www.cl.miaml,fl.us Fite ID: 05-00592 Enactment?Y: R-05-0416 Version: 1 Type: Resolution Status: Mayor's Office for Signature Enactment Date: 7/7/05 Introduced: 6115/05 Controlling Body: City Commission A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING A GRANT TO THE MIAMI MUSEUM OF SCIENCE & PLANETARIUM TO SUPPORT THE DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN THE CITY OF MIAMT-OWNED BICENTENNIAL PARK, IN THE AMOUNT OF S700,000, 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, 333143 ENTITLED "MUSEUM OF SCIENCE - DEVELOPMENT IN BICENTENNIAL PARK;" AUTHORIZING TEB CITY MANAGER TO EXECUTE APROJECT CO-OPERATION AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE, WHEREAS, on November 13, 200I, the voters ofthe City of Miami .("City") approved by referendum the City's issuance of 5255 million in limited ad valorem tax general obligation bonds for homeland security, neighborhood improvements, capital projects end infrastructure improvements, the "Homeland Defense/Neighborhood Improvement Bonds" ("Bonds"); end 'WHEREAS, Ordinance Ne, 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 Resolution No. 02-1294, adopted December 12, 2002; and WHEREAS, the public information campaign eonduotcd for the voter referendum and the enabling legislation identified the "Miami Museum ofScience" and the allocation of'Aond proceeds "to assist the museum with its development efforts for a Bicentennial Park ("Peru") Joontlo:t," 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 corninunfty-based prellmintay plan untitled 'Bicentennial Park -Museum Park" which recommends that four (4) acres in the Park be reserved for the development of a science musetun and an additional four (4) acres be reserved for the development of 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 WI-IEREAS, the Project will he n public science museum, a significant community asset offering interactive and other seienee exhibits, a planetarium, outdoor exhibits, camps, cleases, workshops, educational resources, professional Cityorhilami Paso 1 Printnt ot17/St20ei AGENDA ITEM SUMMARY FORM FILE ID: Date: 6/2/2005 Commission Meeting Date: 7/7/2005 DS-oo54Z Requesting Department: Cap Imvts & Transportation District Impacted: All (2) Type: ® Resolution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion hem ❑ Other Subject: Initial grant of$700.000 to Miami Museum of Science for development of a 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 a 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 consultants 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 Is 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: CI? Project No: 333143 YES Is this item funded by Homeland Defense./Neighborhood Improvement Bonds? Page 1 of 2 WHEREAS, MMOS has agreed that all documents, reports,'materials and drawings that are developed with the assistance of the 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 applJoable, for use on the Project; and WHEREAS, the City finds and deternunea that these activities to be oondueted by or on behalf of MHOS for the Project will ultimately and primarily benefit the general publia 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 funds in the amount of $700,000 for the acquisition of certain capital project related planning, design and projeotmanagenent activities and will further 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 of the 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 publio access to facilities developed with Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, on May 24, 2035, the City's Bond Oversight Board reviewed and favorably recommended this item for City Commission approval; and WHEREAS, theCity Commission finds and determines that proper use of this allocation will primarily benefit the general public and serves a paramount public purpose; and WHEREAS, funds for this purpose are available from II-78502, Capital Improvements Project No. 333143 entitled "Museum DI Solence - Development of Bicentennial Park" under the Homeland Defense - Neighborhood Improvement Bond Program; NOW, THEREFORE, BE IP RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA; filly ofMi"mI Pup 2 Priutod oil 7/B/2005 EXHIBIT C INSURANCE REQUIREMENTS FOR A CERTIFICATE OF IIvSSURANCE- (MIAMI MUSEUM OF SCIENCE & PLANETARIUM) I. Commercial General Liability A, Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Each Occurrence General Aggregate Limit Products/Completed Operations Aggregate Limit per project Personal and Advertising Injury B, Endorsements Required $1,000,000 $2,000,000 $2,000,000 $1,000,000 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 IL 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 -12— Project Coopers nee Agreement K-050tD377 ill. Worker's Cotrtpensation Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability Limits of Liability $1,000,000 for bodily Injury caused by an accident, each accident. $1,000,000 forbodilyinjury 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 $1,000,000 Each Occurrence $1,000,000 Aggregate $1,000,000 Products/Completed Operations Aggregate Lirnit $2,000,000 V1. Owners Contractors Protective (applicable for Construction projects only) Limits of Liability Each Claim $1,000,000 Aggregate $1,000,000 VI!. Professional. Liability/Error's & Omissions Coverage Combined Single Limit Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Deductible -Not to Exceed 10% VIII. Builders' Risk (applicable for Construction projects only) Limits of Liability- to be determined by according the terms of the Construction contract. Endorsements Required "AEI Risk Form Non -Reporting Form -Completed Value Specific Coverage (Project Location and Description) Loss or Damage to building material, and property of every kind and description, including insured's property • 13— Pro)eot Cooperative Agreement K-D500377 to be .used in, or incidental to construction • Business Interruption 6 Boiler and Machinery • Transit • Foundation Coverage • Scaffolding and Forms Coverage • Plans,.Blueprints, and Specifications coverage • Collapse • Flood,. including inundation, rain, seepage, and water damage • Earthquake • Subsidence • Windstorm including hurricane • Freezing and Temperature Extremes or changes coverage • Ordinance or buildings laws • Theft or Burglary a 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 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 less 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 Ami. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk hflanagement Division. 14- Project Cooperative Agreement K-0500377 • ACDRD, CERTIFICATE OF LIABILITY INSURANCE °nrL PRODUCER MORTON:D. WEINER/AMPAC CORAL GABLES 362 MINORCA _AVENUE, CORAL GABLES _FL-33134 Phone:305-444-2324 Fax:305-444-4980 DATE (MMIDDIYYYY) .03/25/09 THIS:' CERTIFICATE IS ISSUED. AS A MATTER OF INFORMATION ONLY AND CONFERSNORIGHTS UPON :THE -CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT' AMEND,: EXTEND OR ALTER THE COVERAGE AFFORDED BYTHEPOLICIES BELOW. INSURERS AFFORDING COVERAGE NAIL # INSURED Museum of Science. Inc. 3280 South Miami Avenue -Miami F'L '33129 INSURER A: Great:'Amerioan :Insurance INSURERS: Aoe :American INSURER C: Everest Indemnity INSURER D: INSURER E: VVY GRHVG0 'THE POLICIES OF INSURANCE USTED 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 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 POLICIES. AGGREGATE OMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 7LTRINSRL LTRIHSRC TYPE OF INSURANCE POLICY NUMBER pp 11 DATE (MMIDDTYY)E DATE (MMIDDmIN LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 96PAC00002799.86900 03/21/09 03/21/10 EACH OCCURRENCE $1 , 000 , 0 00 uAMAUt I 1-itIVl tU PREMISES (Ea occurence) $300,000 CLAIMS MADE I " 1 OCCUR MED EXP (Any ane person) $ 5,000 PERSONAL &'ADV INJURY $.1, 0 0 0 , 00 0 GENERAL AGGREGATE $ 1 , 000 , 000 GENL AGGREGATE UM1T APPLIES PER: Yr 7LOC 7pou°n�EDa PRODUCTS - COMP/OP 'as $ 5,000,000 1,000,000 Emp Ben. _ A AUTOMOBILE — X X UABILTTY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON•OWNEDAUTOS I 96PAC0000279986900 D(Per 1g) coxit\-j Uv 03/21/09 1 (1 ti �11 03/21/10 COMBINED SINGLE UMR (Ea accident) $ 1 000 , 000 r BODILY INJURY (Per parson) $ BODILY INJURY occident) $ PROPERTY DAMAGE accident) $ GARAGELIABILITY ANY AUTO 9 1`\_ ] i ✓1 / AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC S AUTO ONLY: AGG $ A EXCESS/UMBRELLA XJ LIABILITY OCCUR I I CLAIMSMADE DEDUCTIBLE RETENTION $ 96EXC000279987000 03/21/09 03/21/10 EACH OCCURRENCE S 10 , 000 ,000 AGGREGATE S 10,000,000 $ S $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY • ANY PROPRIETOR/PARTNERIEXECUTIV< OFFICER&EMBER EXCLUDED? llyes, deswlbe under 09122256 01/01/09 • 01/01/10 • I TDRY LOR S I IMITS AT S X I ER. E.L. EACH ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYEE $ 500 , D 00 E.L. DISEASE -POLICY LIMIT S500,000 B OTHER Inland Marine IMCI08671898A1206035003/21/09 . 03/21/10 .2,000,000 DESCRIPTION OF OPERATIONS! LOCATIONS 1 VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate Holder is named as additional insured. • CANC • CITYOFM City of Miami Dianne E , Johnson Iy „ Dept of Capital Improvements RECEIVED 444 SW Secons Ave Bth FloomAn Miami FL 33130 3 0 2D09 , ., J CAPITAL tM,PROVEmEtJ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO 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 SO SHALL IMPOSE NO OBLIGATION OR UABILTTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, AUT�Zy, . EPA• SENTATIVE , i �'' ' 0.0-0%.4,t ACORD 25 (2001/08) ©ACORD LA/IV-LA.ATION 198 Composite EXHIBIT A-1 Updated Detailed Project information, Including itemized Scope of Work, Project:Budget and Time of Completion for Original Project and for Renewable..Energy Project To be provided upon document execution Amendment 10 EXHIBIT A-1t Renewable Energy Project Costs from March 27, 2008 through August 31, 2009 DETAILED PROJECT IIiIFORMA7TON TTEi1IZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION A. PROJECT ELEMENT/TASK VENDOR B CITY FUNDING AMOUNT C OTHER SOURCES (O5 DEPT OF ENERGY) D ESTIMATE D COST E DELIVERABLE F Es'IMATED COMPLETION TIME STAFF SALARIES AND FRINGE: To oversee project Implernerra0on; sirpport'clevelopment of content for Energy Flay9ro, and Weather5talo0, install and manage web, Interface; oversee fabrication and inStaHabon of Energy Flaygrouno, develop bilingual InterpretIve materials Museum or Science Web resaurm, installed Energy Playground, supporting interpretive and educational materials TRAVEL: To visit fabrication saes, support consultants'Staff [rowel and vis11 , and Iota, i'ravel and sithelr_ stere and wnsutents 0 16,550 16,560 Fabricator and consultant input ut 8/31/2009 EQUIPMENT for wlea hersietion Oppenheu'n Lewis 18.000 0 18.000 Weather station Installed at downtown site 70l31)2008 SUPPLIES Architectural nwdejs - Grlmshaw Architects 50,000 0 50,000 Models related to Renewable Energy pmject 3/31/2009 - Materials, energy playomund To Be Oetennined 77.000 0 77 000 Energy playground components 6/30/2009 Materials, maintenance of Web interface (server, network Conne tIMPL, bad -ups, software licenses; wireless transmitter. Nrewall) Tedrnelogy veruior2 0 10,000 10,000 Technology Innastucture to support poject 6/30/2009 CONTRACTUAL Contractors - weather station installation Bennet Electric 5,000 0 5,000 weather section installed at downtown site 10/31/200E Energy playground/design of interactive components - Enterh . 40.000 0 40,000 Enemy Playground components 6/30/2009 Energy playground fabrication To 8e*Onterrnlned 460 000 480,000 Software development Tor web interface: Technology vendors 0 25,000 Z5,000 Livia data streams from weadrer station and Energy Playground integrated Into web site 6/30/2009 Pn, act France, merle Weatherstation Oopenhefm Lewis 5p00 0 5.000 Project oversight 10/31/2008 Web intert4ce set uo and main[rsznce -Eno Oppenhelm I ewls 5,000 5.000 Project oversight 4/30/2009 • •la a round dell .n and .Tannin• .' Oppenheim Lewis J 15.000 0 15,000 Prefect oversight 3/31/2009 Ena •y elaygrountl protutypinq antl rahrl©tiers Oppenheim Lewis 10 000 0 10 000 Project oversight 4/302C09 Data analysis/Renewable Energy sbidks •. - - ' Oppenheim I ens 0 5000 5.000 PiojeCt oversight 6(30/2009 Integrattoe'wlth Ml5e0m 50005tnahilily P1atfOrm Oppenhemr Lewis 10 000 10.000 Project ravers 6(38/2009 Architecture & &,eh,eerin. -jars F er• •I• •round orotu s.in• and fandcatfdn Grip,shaw Architect, 15,000 0 15.000 Arrhltectur8l DaID ahaiysislRenewable Energy swdles ^ % _ Grimshaw Airhlteets _ 0 - 20.000 20.000 services ArrhrtzGurel services 4/30/2009 6/30/2009 DGsfgn And alanninq '• .. • r - - - - Grimshew Architects 43 000 277,000 320.000 Archlter7ural serviQs 6/30/2009 Integration vbth'Miseum Srrstarnabilrty PlaCoprt' - SrrstarnabS G cos al A tects 10 000 10,000 Arrhftedvrai services 6/30/2009 Co AanC .. TBD 30000 30.000 Consultant services 6/30/2009 TND7RE CO Museum of Science 0 183 112 183 112 Overhead B/31/2009 ESTIMATE° TOTAL COSTS. 73e Ono 738 000 1 476,1100 8/31/20D9 The Project Elernents/rasks listed above with an amount 2 ten In Colurnn 8, Oty Funding "shall constitute the WORK; ail items listed in Cdumn A shall coiistitute.the PROJECT. Time of performance-1 Work Begins: March-08 Juno 08 August-09 Composite.EXHIBIT.I3 ENABLING LEGISLATION FOR AMENDMENT AND ALL ATTACHMENTS/EXHIBITS THERETO To be provided upon document execution Amendment Crystal Report Viewer 'Page 1 of 3 City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.rniamigov.com File ID: 05-00592 • Enactment #: R-05-0416 • Version: I Type: Resolution Status: Passed Enactment Date: 7/7/05 lntroducod: 6/15/05 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING A GRANT TO THE MIAMi MUSEUM OF SCIENCE R. 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 DEFENSENEIGHBORHOOD IMPROVEMENT 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 the City of Miami ("Clty") 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 I I, 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 tho allocation of 13ond proceeds "to assist the museum with its development efforts for a Bicentennial Park ("Park") location," which is arecreational 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 that four (4) acres in the Pork be reserved for the devetopmentof a science museum and au additional four (4) acres be reserved for the development of an nrt museum; and WHEREAS, Miami -Dade County voters also approved, hi November, 2004, thc'issuance of general obligation bonds and bus included in its bond program the sum of$150,000,000 to support the development or new science museum facility in Bicentennial Perk ("Project"); and WHEREAS, the. Project will be a public science musetun, 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 loual and international visitors, creating jobs, improving workforce preparation, increasing investments as d:1--/1;�� http;//egov.ci.miami.fl,us/LegistarWeb/temp/rep84DC.htm1 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-profit organization, 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 Mr 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 mild City -owned park; and WHEREAS, in furtherance 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 $2,568,874; and WHEREAS, MMOS has requested funds from the Bond proceeds in the amount ofS7D0,000 to cover a portion oi'those initial Project activities; and WHEREAS, MMOS has agreed that all documents, reports, materials and drawings that are developed with the assistance of the City Bond proeeed 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-Dadc County, if applicable, for use on the Project; and WHEREAS, the City finds and determines that these activities to be conducted by or on behalf of MMOS for the Project will ultimately and primarily benefit the general public as a downtown regional cultural facility accessible to the public; end WHEREAS, the City Commission, by passage of this Resolution, will authorize the allocation deity fiords in the amount of $70D,000 for the acquisition of certain capital project related planning, design and project management activities and will further 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 of the 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 proceeds, and that said facilities will he publicly owned; and WHEREAS, on May 24, 2005, the City's Bond Oversight Board reviewed and favorably recommended this item for City Commission approval; and WHEREAS, the City Commission finds and determines that proper use of this allocation will primarily benefit the general public and serves a paramount public purpose; and Wi•IER13AS, funds for this purpose are available from B-78502, Capital Improvements ProjeelNo, 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 forlh in this Section. Section 2. A grant to MMOS to support the development of a science museum and planetarium facility in the - y!. http://egay.ci.miarni.fl.us/LegistarWeb/temp/rep84DC.httnl 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 Neighborhood Improvement Bond Program, is authorized, with funds allocated from B-78502, Capital Improvement Project No. 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, fors id purpose. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor {21, http://egov.ci,rnianai.fl,us/LegistarWeb/temp/rep84DC.html 3/9/2009 Crystal Report Viewer Page 1 of 3 City of Miami Text Fite Report City. Hall 3500 Pan Americnn Drive Miami, F1,33133 www.miamIgov.com File ID: 07.00721 Enactmentt: R-08-0172 Version: 3 Type: Resolution Status: Passed Enactment Date: 3/27/08 Introduced: 5/23/07 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. 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 $738,000, 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, 333143, 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 $700,000 TO AN AMOUNT UP TO $.1,430,000, FOR SAID PURPOSE, AND IN COMPLIANCE WITH REQUIREMENTS OF THE HOMELAND DEFENSE NEIGHBORHOOD IMPROVEMENT 130ND PROGRAM. WHEREAS,.on November 13, 2001, the voters ot'the City ofMitunl ("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 thnt were subsequently clarified by Resolution No. 02-1294, adopted December 12, 2002; and WHEREAS, the public information campaign conducted for the voter referonduut 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 rocroationnl 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 htip://egov.ci.lniatni.fl.us/LegistarWeb/terp/rep84E6.html 3/9/2009 Crystal Report Viewer Page 2 of 3 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$150,000,00D, to support the development ea 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 a501(0)(3) tax exempt organization devoted to inspiring people old! 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 end 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 recommended the Project 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 $ 100,000, in 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 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 avaitable 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 e 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 $738,000, 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 n 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 $738,000, for the required fitly 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 Crain Agreement, in substantially the attached form (the "Amendment"), for this purpose; and littp://egov.ci.rniarni.fl.us/LegigtarWeb/tempirep84E6.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, and terms of this undertaking by MMOS; and WHEREAS, the -Original Grant Agreement and the Amendment 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 $738,000, allocation will primarily benefit the 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 Park," under the Homeland Defense - Neighborhood improvement Bond Program; • NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE, CITY OF M1AMI, FLORIDA: Section 1. The recitals and findings contained in the Preatnblc 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 -awned Bicentennial Park, in an amount up to $738,000, 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 referendtun 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-78502, Capital Improvement Project No. 333143 entitled "Museum Of Soianco-Developmentof Bicentennial Park United States Department of Energy National TeolrnIca! Laboratory Renewable Energy Project,' 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 from $700,000 to up to $1,430,000 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) a httpi/egov.ei.miarni.fl.us/Legistaffeb/temp/rep84E6.html 3/9/2009 Composite EXHIBIT C UPDATED INSURANCE REQUIREMENTS and PAYMENT AND PERFORMANCE BOND REQUIREMENTS, AS APPLICABLE To be provided upon document execution Amendment 12 EXHIBITD To be completed before. document -execution 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 & jDeSign Miami Museum>of Science & Planetarium, B=78502, dated "July 21,`2005,"(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 & eSian 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 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 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 3 day of Pt et c , 20 01 A Florida Not -For -Profit Corporation >( Signatuc - Name: Jam/ 71-1-ocl, p-r Title: e2 t ; I c t,-v Attest: Sig tur of Not -For -Profit Corporation Secretary Name: G• Awrtsc-z- (Corporate Seal) jj:Document ExhibitD.doc Composite =EXHIBIT : A=2 Updated Detailed: Project Information, Including Itemized Scope of Work, Project Budget. and" Time of Completion for Original ProjectandrforRenewable Energy Project To be provided upon document execution Amendment No. 2 I0 EXHIBIT A-2: Miami Science Museun New Museum Development and Renewable Energy Project Costs from January 1, 2010 through December 31, 2010 DETAILED PROJECT INFORMATION ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION A PROJECT ELEMENT/TASK VENDOR e CITY FUNDING (DOE MATCH) C US DEPT OF ENERGY G ESTIMATED COST H DELIVERABLE I ESTIMATED COMPLETION TIME STAFF SALARIES AND FRINGE: To oversee project rmplementabon, oversee studies; support prototyping of building components and exhibits developweb interface, developbllln uel 9 interpretive materials Museum of Science 0 236,733 2 236,733 Building studies, prototypes and demonstration exhibits, web resource, bilingual educational materials 12/31/10 TRAVEL ,Ta vi51t'fabricatlorrsites,•support consultants' travel and vlsits}and'local travel and subsistence' Staff and consultants 0 11,46'1 11,46a Fabricator and consultant Input 12/31/10 EQUIPMENT.for'building component prototypes and demonstiatlon exhlblfs - TBD 83,625 0 83,625 Prototypes and demonstration exhibits 12/31/10 SUPPLIES-',...: Supplies for workshops, printed materials to support museum- . based'programming end 'community outreach'(including Spanish and Creole)'. Mlsc. vendors 15,000 15,000 Public workshops and outreach efforts at schools, parks, community centers 12/31/10 ' Materials, maintenance of Web Interface (server,- network connecfivi ty, back-ups, software licenses, wireless transmitter, firewe11) Technology vendors - 0 10,000 10,000 Technology infrastructure to support project -, 6/30/10 Materials and component • s for new building • FPL, other private contributors 0 Materials and components for new buildinq 12/31 30 / CONTRACTUAL •• - Contractors• Content development; -exhibit developrnent and fabrication, prototypes and'drmous[ratlon`exhlaitrexhibits Selected design firms, Selec t developers and fabricators 450,000 0 a50,000 Building component prototypes, demonstration exhibits, portable to support community outreach on alternative energy 12/31/10 Interactivesand educational displays for City 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 to support data . streams from energy exhibit components Technology vendors 25,000' 25,000 Web based data streams and educational resources 12/31/10 Project Management . -.- .. Oversight`af building studies' ' 'Oversight 0ppenheim Lewis 10 000 10 000 Project oversight 12/31/10 of buildinq component prototypes Oppenhelm Lewis 20 000 20,000 Project oversight 12/31/10 Architecture&'Engineering"-'.' ' • - - Building design studies to support schematic design and design development` phase for the new museum Grimshaw Architects; Arup• Syska Hennessey - 100,000 100,000 Analyses and reports 12/31/10 'Coordiriatlon,of energyand sustalnability building studies, integMtien intdBuildinq'designs,, < . ' _ ' Grimshaw Architects 100,000 100,000 Architectural services 12/31/10 Schematic design•daylight analysis Including solar radiance, shading; and tank penetration studies ' -development Atelier 10 30,000 30,000 Analyses and reports 4/30/10 Design studies to refinebuilding performance requirements' end system design • ' - ' 'Construction'documentation Atelier 1030,000 30,000 Analyses and reports y 9/30/10 to' support detailed design • solutions for fenestratlon`and'shadipq' :• Atelier 10 10,000 10,000 Construction documentation 12/31/10 :'oesigr(of building componenot tpr0types and demonstration ezhlbits '"' ' Atelier 10 - 35,000 35,000 Prototypes and demonstration exhibits 6/30/10 Other Consultants 5 -. - `., Energ'. consultant to. identify and' develop Industry contacts and . in-kindtontritiutlons for the'buildinq ` Maurice Adams 7.0,000 10,000 Industry partnerships and In -kind contributions 12/31/10 Educatlonal Specialist,-, .:- ,. , • elop web -based resources for school groups,, • � TBD TBD 25,000 25,000 Educational materials i2/31/10 to design and conduct audience research Tab 40,000 10,000 Research findings 6/30/10 INDIRECT COSTS' .. _ -- •' , -- Museum of Science 160 428 160,428 Overhead 12/31/10 TOTAL ESTIMATED COSTS'. , -' •-• 713 625 713 625 1 427,250 Tile Project Elements/Tasks listed above with m an amount listed In Column 8 City Funding `;ball constitute the WORK; all Items listed 1nCaiumn Ashell constitute the PROJECT. • - • Tirne of Performance = N/ork'Begins: Jan 1 2010 Dec 31 2010 INSTITUTE of ;;;•• Museumen'bbrary •`: • SERVICES Official Award Notification for Grants and Cooperative Agreements Date of Award July 02, 2012 Awardee Name and Address Museum of Science 3280 South Miami Avenue Miami, FL 33129-2832 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 3280 South Miami Avenue Miami, FL 33129 . Total Award Amount $ 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 pursuant to 20 USC § 9101 et seq. 2. The award is made in support 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 prornulgated by the Office of Management and Budget. (For further details on the uniform administrative requirernents 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 for financial and performance reports is attached as the final page of the award notification, IMLS Authorizing Official Signature t- 'K C` Name and Title Christopher Reich Associate Deputy Director for Museums, IMLS Accounting code: 59120301P0.2012.MP12000000.6501 CFDA Number: 45.301 TIN No. - 590864960 DUNS No. - 073877037 59120301 P0.2012.MP12000000.6501000000.4100 ALBERTO IBARGUEN President•and CEO Ms. Gillian Thomas President and CEO Miami Muse in of 3280 S..Mia i'Ave. Miami, FL 3 129-2 Dear Ms. Th Inas: ience 2 John S. and James L. Knight Foundation RECEIVED J' 'a 2 a L('._' January 12, 2012 . The Tr\ .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 & 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 at www.knightcommunications.ora. This grant is tangible recognition of your services to Miami, a Knight community. Thank you. Al:jbn Enclosures J C: 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 5,500 5,500 Prototypes and demonstration exhibits 6/1/2013 SUPPLIES: materials and components for exhibit fabricatior 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 Eight, Inc. 350,000 375,000 725,000 Living Core flexible furniture design 12/31/2013 Other Consultants r Exhibit development services Monahan Peggy10,000 10,000 Technical input for River of Grass exhibit prototype 6/1/2013 Advisor Honoraria Various Advisors 5 500 5,500 Technical advice 7/31/2014 Spanish language translation for exhibits Carlos Plaza 6 000 6,000 Translated exhibit copy 7/31/2014 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 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