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HomeMy WebLinkAboutExhibit 1 12/13/12AMENDMENT 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 District Commission Energy 2 (Sarnoff ) Name Phone Frank Steslow Chief Operating Officer 305-646-4268 Fax 305-646-4300 Notifications Regarding this Document Address to Name •GillianThomas, 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 VAy It la-01 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 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 an4 Composite Exhibit A-1 and A-2 and A-3. The Grantee and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 1 of the Original Grant Agreement remain in full force and effect as amended by this Amendment. 3. Assistance from CITY: Subsection 3.1 of Section 3 of the Original Grant Agreement is hereby amended as follows: 3.1 Financial assistance in an amount not to exceed Two Million, Ono Hundred Fifty One Thousand, Six Hundred Twenty Five Dollars ($2,.151,625) Two Million Seven Hundred Thousand Dollars ($2 700 000) the CITY FUNDING AMOUNT, from the designated FUNDING SOURCE for the WORK approved by the Enabling Legislations andas 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, a 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 One Tho„sand 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 Hid-;dredmy Ei„e D llars ($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 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 ATTEST: By: Print Name: Print Name: Title: Title: (Authorized Corporate Officer) (Corporate Seal) APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney Calvin Ellis Risk Management Director RESOLUTIONS NO. 05-0416, 08-0172, 09-0370 and 12- Amendment No. 3 8 COMPOSITE EXHIBIT A ("ORIGINAL GRANT AGREEMENT") PROJECT CO-OPERATION AGREEMENT, DATED AS OF JULY 21, 2005, AMENDMENT NO. 1, AMENDMENT NO. 2 AND ALL EXHIBITS AND ATTACHMENTS THERETO (INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution Amendment No. 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 FOR A GRANT FROM THE UNITED STATES DEPARTMENT OF ENERGY, NATIONAL ENERGY TECHNOLOGY LABORATORY, FOR THE RENEWABLE ENERGY PROJECT, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVEMBER, 2001, AS A SPECIFIED PROJECT IN THE HOMELAND DEFENSE NEIGHBORHOOD IMPROVEMENT BOND PROGRAM; ALLOCATING SAID FUNDS FROM B-78502A, CAPITAL IMPROVEMENT PROJECT NO. 333143, ENTITLED "MUSEUM OF SCIENCE -DEVELOPMENT IN BICENTENNIAL PARK;" AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE EXISTING PROJECT CO-OPERATION AGREEMENT, AS AMENDED, WITH MMOS (THE "ORIGINAL GRANT AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, TO INCREASE THE FUNDING UNDER THE GRANT AGREEMENT FROM AN AMOUNT OF $1,438,000 TO AN AMOUNT UP TO $2,151,625, FOR SAID PURPOSE, AND IN COMPLIANCE WITH REQUIREMENTS OF THE HOMELAND DEFENSE NEIGHBORHOOD IMPROVEMENT BOND PROGRAM. WHEREAS, on November 13, 2001, the voters of the City of Miami ("City") approved by referendum the City's issuance of S255 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 http://e2ov.ci.miami.fl.us/LeQistarWeb/temp/rep8494.html 11 /7./2n1 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 $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 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 $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 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 htto://e2ov.ci.miami.fl.us/LeaistarWeb/temp/rep8494.htm1 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 $2,151,625 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•/ 'PO 'MT P1 miami fl nc/T aaictar\XTah/tamr,lrar,9AQLt html 11 /')/'1ni ") Crystal Report Viewer Page 4 of 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. (DIBIAI MIAMI MUSEUM OF SCIENCE Si 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) Commission Miami Bicentennial Park District Energy 2 (Sarnoff) Nance Phone Frank Steslow 305-646-4261 Chief Operating Officer Fax 305-646-4300 Notifications Document Address to Name President Phone Above Fax aboveGillianThomas, WilingRegarding Address 3280 South Miami Avenue CITY Miami State FL Zip 33129 Street Address Same Miami FL 33129 CITY FUNDING AMOUNT: $713,625 Homeland Defense/Neighborhood Funding Source Improvement. Bonds — Museum of Science — Bicentennial Park :Enabling Legislation: Total Estimated Project Cost: Resolution 09-0370 Adoption Date 7/23/2009 B-78502A $27.2,800,000 CIP Job Number: (It nppicnble) 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 atthe Citys Bicentennial Park, hereinafter collectively referred to as 'Project". This Amendment ("Amendmen ") is made and e tered into this 1044 day of ,.2003 (but effective as of i �USA a I , 20061, "Effective Date") and between the City of Miami, Floritia, 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 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 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. 02-1294, 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. 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 City funds in an amount up to $713,625, and further authorized the City Manager to execute this Amendment No. 2 for said purposes; and WHEREAS, the Original Grant Agreement, Amendment No. 1, and this Amendment No. 2 set forth the duties and responsibilities of the City and MMOS, provide for the uses, accountability, accessibility, and terms of the overall Project and the Renewable Energy Project undertakings by MMOS; and. 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 - Developrnent of Bicentennial Park" under the Homeland Defense - Neighborhood Improvement Bond Program; and WHEREAS, also on June 14, 2007, May 22, 2008, and July .24, 2008, the City Commission has directed certain conditions (collectively, the "Directives") and MMOS has indicated its willingness pursuant to the terms and conditions of this Amendment that MMOS will fulfill the City Commissions as instructed, waived or modified by the City Commission as either set forth in this Amendment or as further detailed and enforced in other appropriate and applicable definitive documents setting forth acceptable terms and conditions such as an Interlocal Agreement, a Memorandum of Understanding, a lease, any subleases, a community benefitsagreement, 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 i ndr r! nd TF in Eight Thn +nr7 Dol! arc (Q 1 it'2F2_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 Onc 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). 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 Amendment No. 2 6 Two Million, One Hundred Fifty One Thousand, Six Hundred Twenty Five Dollars $2 151 625 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: `.J riscilla A. Th•mpson, City Clerk Date: R'%O—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 ATTEST: ndez, City Manager By: int Name: A 1 Lot, I fro/ i? K?tf Print Name: pet.tb % c Title: C (Authorizedorporate Officer) APPROVED AS TO:.FORM AND CORRE1CTN'E' S: Title: Vi C'7)`2' At-1/ c2 (Corporate Seal) APPROVED AS TO INSURANCE REQUIREMENTS: -Bru LeeAnn Brehm j it, ttorney Risk Management Director RESOLUTIONS NO. 05-0416, 08-0172, and 09- 070 Amendment No. 2 8 DATE (MMlODTYYYY) 03/25/09 . AGORA, CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MOP.TON :D. WEIN?;R/AMPAC CORAL GABLES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER P 362 MINORCA AVENUE CORAL GABLES FL 33134 .Phone:305-444-2324 -Fax:305-444-4980 INSURED Museum of Science. Inc. 3280 South Miami Avenue Miami EL 33129 OP ID GP MUSED-1 INSURERS AFFORDING COVERAGE INSURER A; Great American "Insurance INSURERB; Ace American NAIC # INSURERC: "Everest Indemnity INSURER D. INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPEECTTO 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 DF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, IN5H • TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIYY) POLICY EXPIRATION DATE (MMIDDMJ LIMITS LTR A INSR9 GENERAL X LIABILITY CDMMERCIALGENERAL LIABILITY 96PAC0000279986900 03/21/09 03/21/10. EACH OCCURRENCE $ 1 r 000 , 000 UAMAL�t U Ftf_N I tU PRFJvItSEs(Eaocculenca) $ 3 D o 0 0 0 r MED EXP (Any one person) $ 5 , 0 00 CLAIMS MADE X OCCUR PERSONAL&ADVINJURY $ 1, 000 , 000 GENERAL AGGREGATE $ 1,000 ,000 PRODUCTS - COMP/OP AGG $5,000,000 GEN'L AGGREGATE UMIT APPLIES PER: PDUCY'n3Ec 7LOC Emp Ben. 1,000,000 A AUTOMOBILE _ X LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS r 96PAC0000279986900 � O `jy)lS V� 03/21/09 ED(Per 03/21/10 COMBINED SINGLE LIMIT (Ea accident) $ 1 , 0 0 0 , 0 00 BODILY INJURY (Per person) $ BODILY INJURY accident) $ PROPERTY DAMAGE (Par acddenl) $ GARAGE LIABILITY ANY AUTO v q f �t-) � \\� / AUTO ONLY - EA ACCIDENT $ 07HER THAN EA ACC 5 AUTO ONLY: AGG $ A EXCESS/UMBRELLAUABIUTY X l OCCUR I I CLAIMSMADE 96EXC000279987000 03/21/09 03/21/10 EACH OCCURRENCE $ 10 , 000 , 00 0 AGGREGATE $ 10,000,000 $ U• OIH- $ C WORKERS EMPLOYERS' • ANY OFFICEPJWEW If yes,desa SPECIAL PROVISIONS COMPENSATION AND LIABILITY .SRR EXCLUDDEDD? NERMECUfIVE eunder• below 09122256 01/01/09 01/01/10 WI SIA ITORY LIMITS X ER. E.L.EACHACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 E.L. DISEASE - POLICY LIMIT $ 500,000 B OTHER Inland Marine IMC108671898A1208035003/21/09 • 03/21/10 2,000,000 DESCRIPTION Certificate OF OPERATIONS! LOCATIONS 1 VEHICLESI EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Holder is named as additional insured, CERTIFICATE HOLDER CITYOSM City of Miami Dianne E. Johnson Dept of Capital Improvements R C151VEQ 444 SW Secons Ave 8th FloofJAR Miami FL 33130 ACORD 25 (2001/D8) 0 2009 CAPITAL IMPROVEM►EN SHOULD ANY DF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO DATE THEREOF, THE ISSUING INSURER'WILL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TD DO 50 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AU* Zy+)EP.. SENTATIV ea c0 ACORD CORPORATION 198 MIAMI SCIENCE MUSEUM INC OFFICER'S CERTIFICATE NOT -FOR -PROFIT CORPORATION RESOLUTION WHEREAS, Museum of Science Inc., d/b/al 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") but effective as of July 7, 2005 with the City of Miami for the purposes of amending the Original Grant Agreement, for the purposes of Planning & Design and Renewable Energy Project as described in the Amendment and the Original Grant Agreement to which this Resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for - profit corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD 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 2ND day of July, 2009. Miami Science Museum, A Florida Not -For -Profit Corporation S nature Name: Gillian M. Thomas Title: President and CEO Attest: • Sig f Not -For -Profit Corporation Secretary Name: Victor M. Alvarez (Corporate Seal) 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. (DIB/A/ MIAMI MUS.EUM OF SCIENCE & PLANETARIUM) GRANTEE; Museum of Science, Inc, d/b/a Miami -Museum of Science & Planetarium PROJECT; Museum of Science & Planetarium (including Planning & Design and Renewable Project) Energy Project Location: Miami Bicentennial Park D! trier Sion 2 (Sarnoff) Nome Paula fax Grantee Project Frank Steslow Manager Chief Operating Officer 305-G46-426S 305-646-4300 Name Phone i ux Address to Gillian Thomas, President Above above Notifications cm start zp 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 EnablingR'Legislation: and 9 and 08-0172ions 05-0416 Adoption Date 07/07/05 and 0.3/27/08 Total Estimated Project Cost: $272,800,000 CIP Job Number: (Irappnnhie) 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 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 .4u day of EaYCh , 200g, (but effective as of Apf L. tarot , 200g, "Effective Date") by and between the City of Miami, Florida, a municipal corporation of the State of Florida, whose principal address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (the "City") and Museum -of Science, Inc, (dlb/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 WHEREAS, on November 13, 2001, the voters of the City of Miami ("City") approved by referendum the City's Issuance of $255 million in limited ad valorem tax general obligation bonds for homeland security, neighborhood improvements, capital protects and infrastructure Improvements, the "Homeland Defense/Neighborhood Improvement Bonds" ("Bonds"); and WHEREAS, Ordinance. No, 12137, adopted October 11, 2001, authorized the November 2001 bond referendum and Initially allocated future Bond funds to specified 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, Mlaml-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 revitallzatjon 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 Protect at said City -owned park; and Atnondment 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 $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 Mimi -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 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 .facillty 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 mondmont • 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 $738,000 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 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 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 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 $738,000 grant to MMOS under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing, and the promises and covenants contained herein the parties hereby amend the Original Grant Agreement as follows: TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated Into and made a part of this Amendment to the Original Grant Agreement. The Original Grant Agreement, all attachments thereto, and all enabling legislation therefore are hereby incorporated, made a part of this Amendment, and attached hereto as "Composite Exhibit A". The Updated Detailed Project Information, Including itemized Scope of Work, Protect Budget, and Time of Completion for the original Project and for the Renewable Energy Project 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. 08-0172 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 nlcn mant� Exhibit C. Grantee's Not -For -Profit Corporation Resolution dated f tdl'C�1 ro( 2003 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 aeepiated the Chair of th Museum Park protect Fundino and Construction Oversieht Committee treated by Cfty Commission Resolution No 08-fl402 mete Juiv 10, 200L Either the Director or the Chair. but not both, shall fulfill the responsibilities 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 bonaflde design professionals, planning professionals and related materials, and geotechnlcal testing costs of eauloment aid matertals to be purchased and installed in the PrQject faciI tv for the weather Station costs onstruction for capita components of the _aQItaI comoonents for the Renewable 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 he einafter es "Exhibit A"), as approved Project -related expenses. 1,11 Exhibit A: Shall me. ,Exhibit A-1, ite Exhibit A a d Compos t� 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 $7-00 000 One Million Four Hundred and Thirty Tho nd Dollars (.$1_ 00,0001, 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 0.7-_7 Amendm 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 all other terms, conditions, representations, warranties, and covenants of Section 3 of the Original Grant Agreement remain In full force and effect as emended by this Amendment. 4. Grantee Responsibilities: Section 4 of the Original Grant Agreement Is hereby amended as follows to add a new subsection 4,8: 4.8 Grantee aarees that It 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 es 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 Grantea to fulfill any of the conditions of the Directives, unless such condition(s) is/are subsequenty waived or modified by the City Commission, shall constitute a default of the particular Definitive .Document containi q the particular condition that is not fulfllleds If in the,uture InJhe event that any conflict or inconslstencv occurs between the terms of this Amendment, the Original Grant Agreement. end any terms of _olleanver appro rp late and_apollcable P)_eflnttive Document( then the terms of such ofhe:L apprgprlate 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 end SKLLes 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 as ended from time to time that the City receive a favorable recommendationjrom its Bond Oversight Board etating that tho City may apply 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_ae amended from time to time. This condition has been fully performed as the Bond Oversight Board approved IJ the original CITY FUNDING AMOUNT of $700,Qoofor these stated purposes at Its May 24, 2005 meeting: and (II) an additional $2,000.000 for the MMOS et fts meetinuf_June26, 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: P Amendment 6 The GRANTEE shall Idenfify, secure and expend an amount equal to the CiTY FUNDING AMOUNT of $700,000 pp to an amount not to exceed One Million Four Hundred and Thirty-Elght-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 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 up to an amount not to exceed One Millie') Fnrrr Hrmdrad and Thirty -Eight Thousand Dollar(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, Severability: , A new Section 24 Is hereby added to the Original Grant Agreement as follows: 24, Severability Should anv provision oaragr-ph, sentence. word or Phrase contained in this Agreement be determined b 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 laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this ' greement 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. S. 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 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: Priscit! Thompson, City Cier. Date: �.I.i-e-& .�CUZrf "GRANTEE" MUSEUM OF SCIENCE., INC. (DISIA/.MIAMI MUSEUM OF SCIENCE & PLANETARIUM) A Florida Not -For -Profit Corporation "City" CITY Q corpor , a municipal PrintName: t L -t-i / ` .k,44kr Name: Title: ' e 11, (f.. (Authorized Corporate Officer) APPROVED AS TO FORM AND CORRECTNESS: Julie O. / City Attorney/ edro G. = andez, City Manager ATTEST: By: �- r Pri Title: Z0�4:40 , "p'13-7/�! (Corporate Seal) APPROVED AS TO 1 SURRNCE tEQUIREMENTS: / LeeAnn Brehm/ U % Risk Manage Pent Director RESOLUTIONS NO. 05-0416 and 08-0172 03-- 41 Amendment 8 COMPOSITE EXHIBIT A ("ORIGINAL GRANT AGREEMENT") PROJECT CO-OPERATION AGREEMENT, DATED AS OF JULY21,.2006 AND ALL EXHIBITS AND ATTACHMENTSTHERETO •(INCLUDING ALL EARLIER ENABLING LEGISLATION) To be provided upon document execution a-- ray' Amendment 9 PROJECT CO-OPERATION AGREEMENT GRANTEE: Museum of Science, Inc. (d/b/a Miami Museum of Science & Planetarium) PROJECT: Project Location: Grantee Project Manager: Planning & Design - Miami Museum of Science & Planetarium ConmiBeion Miami Bicentennial Parkoaet=1.at 2 (Winton ) Name Phone Fax Jonah Pruitt III, Executive Vice. President 305-646-4290 305-646-4430 Notifications this Document Address te Nema Gillian Thomas, President Phone above Pax above Nailing Address 3280 S. Miami Ave. CITY Miami State FL Zip 33129 atzeet Address same Miami FL 33129 CITY FUNDING AMOUNT: $700,000 Funding Source Miami Museum of Science — Bicentennial Park Enabling Legislation: Resolution 05-0416 Adoption Date 7/7/2006 Total Estimated. Project Cost: $272,800,000 CIP Jab N»mher: PrjB 78502 (LE aPPllceble) Project Descriptions Planning, development and project management activities relating to the construction of Miami Museum of Science & Planetarium to be located at the CITY's Bicentennial Park, hereinafter referred to as "PROJECT". THIS AGREEMENT (h_ereinafier referred to as the "AGREEMENT") is made and entered into as of 215t cky of July, 2005, with the specified affective date, by and between the CITY OF MIAMI, a munscipal corporation of the State of Florida (hereinafter referred to as "CITY'), with offices at 444 S,W, 2"6 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/Dr 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, -1— Project cooperative -Agreement The CITY has adopted Enabling Legislation, referenced above and incorporated by refsrenoe as though set forth in full, to verify the paramount public purpose of the PROJECT, to allow the CITY'S participation to the PROJECT, and authorizes the CITY MANAGER to execute the necessary documents for this purpose. WHEREAS, GRANTEE Is to be the operator of the PROJECT which will be a public museum, offering interactive and other science exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional development and K-0500377 youth programs which will be located In an approved site In :the CITY of Mlaml Bloentennial Park (the "Museum SIte") •for not less than twenty-five (25) years from the date Its doors open to the public; WHEREAS, the Miami Museum of Salenoe to be located at the Museum Site will further enhance the understanding of science and technology in an area adjacent _to`the future Miami -Dade County Performing Arta .Center, projected to open In.2008, and wilt further enhance scienoe 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 .accordance with this Agreement serve an Important public purpose, and accordingly the CITY has agreed to make the Grant to the GRANTEE under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of foregoing, the GRANTEE end the CiTY intend as follows: 1 Detinitione: 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: shall mean the CITY's Director of the Department of Capital Improvements, or his authorized Designee, 1.4 ELIGIBLE EXPENSES: For purposes of this Agreement, Project -related posts that may be funded from the CITY FUNDING AMOUNT shall be defined to mean and Inotude fees for professional engineers, architects, landscape architects, surveyors, mapping, other bona fide design professionals, planning professionals and related materials, and geotaahnk:al 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 cerllfied as required by the laws of the State of Florida. These costs are identified In Exhibit A as approved Project -related expenses, and es such, shall be eligible for reimbursement from the CiTY FUNDING AMOUNT. 1.5 GRANTEE; A Florida not -for -profit corporation existing under the laws of the State of Florida, 1.6 GRANTEE Proisot 'Manager; Person designated by Grantee to manage and supervise all activities relating to the PROJECT, 1.7 INELIGIBLE EXPENSES; For purposes of thls Agreement, eligible expenses may not be used for payment to employees, employee benefits, day-to-day expenses, payroll, lobbyiste, legal counsel, or other obligations, debts, liabilities or costs or GRANTEE. In addition, expenses shall not Include the casts 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 exprassly allowable by Section 1,4, There shall 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 bet 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 appropriatefor.CITY participation, 1.9 WORK: Shall mean the activities and items approved by CiTY (or Dhector) 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 than three (3) years from the effective 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 Reoreeentatiya: Except as. otherwise stipulated herein, the DIRECTOR shalt be responsible to render direction, assistance and decisions to GRANTEE regarding this Agreement, The DIRECTOR shall assign a Representative to handle the day -today, 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 Proisot Cooper five 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 es set forth in Seotion 10 herein. 3.2 Other Assistance — not applicable 4 {grantee Reenonslbilittes: 4.1 The GRANTEE shall ensure the timely and satisfactory completion of the WORK relating diractty to the PROJECT within the Total Estirnated.Projeot Cost and 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 end/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, and 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 DITY In the manner set forth In this Agreement. 4.5 Any advance payment of the CITY FUNDING AMOUNT and funds of the GRANTEE shall be maintained in separate end independent bank accounts to be .used solely and exclusively for the PROJECT. Any Interest accruing from any advance of City funds shall be regularly reported and repaid to the City. 4:E Unless otherwise approved by the CiTY Commission, GRANTEE shall not be entitled to any unspent funds from the CITY FUNDINGG. AMOUNT should the WORK be completed at .a cost less than the CITY FUNDING AMOUNT. 4.7 If the cost of cornpietton of the Project is less than the FUNDING AMOUNT, one hundred percent of the savings shalt accrue to the CITY, 5 Ownership: The parties agree that the CITY shall be the owner of the documents, plans, specifications and permits oreated 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 Olty of Miemi retains ultimate ownership, GRAiJTEE shall convey title to such documents and/or property to CiTY. The City Manager shall have the authority to accept ownership and title to such documents and /or property and may convey, Ilcenae and assign same to GRANTEE for Its use fora set term, as the CITY will reserve fee title to such Items, 6 Homeland Defense Bonds, Condition Precedent: Where the CITY FUNDING SOURCE for the FUNDING AMOUNT, or any portion thereof, has been Identified as the I.tmlted Ad Valorem Tax Bonds, Series .2002, "Homeland Defense / Neighborhood improvement Bonds" (the "Bonds"), It is a condition precedent to the C1TY`S ability to lawfully enter Into this Agreement that the CITY reoelve a favorable recommendation from its Bond Oversight Board stating that the CiTY may apply a portion of .ihe proceeds of the Bonds to fund the specified PROJECT pursuant to the terms, covenants land conditions of this Agreement. This condition hes been fully performed es the Bond Oversight Board approved the CITY. FUNDING AMOUNT for these stated purposes at Its meeting of May 24, 2005, Land end fealiities 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 fepitities receiving the benefit of Bond proceeds shall be open and/or acoesalbte 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 Incidental, private benefit, 7 Progress Reports: In addition to those Items listed on Exhibit A as Deliverables, the DIRECTOR or his duly authorized designee, may require for his review and approval all specifications and/or preparatory or design documents and cost estimates at progress phases deemed appropriate by the DIRECTOR. GRANTEE shall duly consider and Implement comments and revisions suggested by the DIRECTOR from such periodic reviews. Throughout the preparatory or design process, GRANTEE shall use Its best effort to ensure that the WORK and the PROJECT can be completed within the CITY - FUNDING AMOUNT and Total Estimated Project Gast, respectively. Such Documents shell 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 falls •to comment In writing on such doouments In writing within thirty (30) days of their transmittal to him, the 0 -- -3— ProJect Cooperative Agreement K-D500377 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 cite 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, activities, funding raised and expended, Any periods of inactivity must be Justified 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 revisions to Exhibit A shall be at the sole discretion of the DIRECTOR. There shall be no modification In scope that, solely In the opinion of the DIRECTOR, negatively Impacts or reduces the standards of quality or aesthetics Incorporated into tha PROJECT as originally presented to the CiTY, 9 Eligible Expenses: The parties agree that all expenses the GRANTEE Incurs that are directly related to the Project, including both hard and soft costs, are eligible for reimbursement, provided adequate documentation acoompanies 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. Protect -related soft costs that may be reimbursed shall be defined to mean and include fees for professional engineers, archlteots, landscape erohitscts, surveyors, mapping, other bane fide design professionals, permitting and associated costs, and geoteohnloal testing. Project -related costs Incurred by the GRANTEE no earner August 2002 are also 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 metohing funds for the Work, At the request of DIRECTOR, GRANTEE shall furnish such evidence of matching funds as DIRECTOR deems appropriate, including submittal of an audited financial statement prepared by and Independent Certified Public Accountant. Any portion of the GRANTEE match funds not substantiated will result in a proportionate reduction In the CITY FUNDING AMOUNT of $700,000. The use of Matching Funds shall be restricted to the Eligible Expenses defined herein. Any expenditure of @4--14Project CooperativeAgreement -4- 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, (2004) to the CITY for all Eligible Expenses relating to the WORK performed during the preceding period, along with reasonable substantiating documentation as requested by the DIRECTOR, tnoluding, without limitation, ooptes of . invoices and cancelled checks. Provided the WORK has bean performed, the CITY shall make payment within forty-five (45) days after the date the CITY receives a completed reimbursement request Including e sufficiently detailed invoice. 11,3 DIRECTOR, In his/her sole discretion, may approve advanoe payments to GRANTEE of not more than 10% of the available balance of the CITY FUNDING AMOUNT upon receipt of written request justifying, in 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 advance payment is covered 100%. Verification and substantiation as to the use of all .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 pald 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: Unjustlfled periods of inactivity, failure to adhere to approved time schedule and to complete project may result in reimbursements, permits, and/or certlftoates of occupancy being withheld and funds reverting back to the CITY with the responsibility for PROJECT completion remaining with the GRANTEE. 13 No damaaes for Delay: in the event of any delays to the PROJECT and/or WORK, GRANTEE& sole remedy shall be to seek an extension of time K•0500377 from the.:DIRECTOFt, GRANTEE Is not entitled to deiayelamages.under this Agreement or under any related agreement with the CiTY:The 'CITY will not be liable: foranyedetey damages .or damages In any way .attributable 'to perforating work out of sequence, acceleration claims, iElchiesefermula claims, or other slmlar'type:clatms;- work. slow. downs, inefiiclenolles, sequencing esdues, -strikes, lockouts, reduced produativiiy, or even Aots of God, 14 insurance and Bending: 14.1 insurance: 'The CiTY'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 certificates or policies of Insurance documenting: (a) builder's risk insurance (applicable for construction projects only); and (b) general liability insurance, (c) professional liability insurance. The CiTY of Miami shall be a named insured on ail liability policies relating to the WORK except professional liability policies.. See Exhibit C. 14.2 Payment and Performenoe 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 265.05, Fla. Stet, (2004). The CITY shall be a named obligee 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 provlaions of §255,05(7), Florida Statutes (2004) 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 CITY'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 insurance coverage and/or bond. 15 Indemnity; The GRANTEE shall indemnify, defend and hold harmless at its own cost expense, the CiTY and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the CiTY or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, sults, causes of aotions or Protect Coopera'tkve Agreement proceedings of any kind or nature arising out of, relating to or resulting :from the • performanoe of this agreement by the GRANTEE or Its -employees, agents, .servants, partners, principals or subcontractors. The GRANTEE shall pay all claims and losses In connection therewith and shall investigate and -defend all claims, suits or actions of any kind or nature In the name . of the CITY, where applicable, including appellate proceedings, and shall pay all costs, Judgments, and ettomeys' fees which may Issue thereon. 16 Audit Richtst Pursuant to the applicable provisions of.§18.100 to §18-102 of the Code of the CiTY of Miami, as amended from time to time which are deemed as being incorporiated by reference herein, the CITY may audit GRANTEE's records relating to this Agreement, during regular business hours, at a•location within the CITY of Miami during the term of this Agreement and for three (3) years thereafter, 17 Compliance With Laves; GRANTEE and the CITY shall at all times comply with all applicable municipal, county, state and federal laws, ordinances, codes, statutes, rules and regulations, approved development orders, and written CITY of Miami Guidelines goveming the design and construction of the improvements and fhe granting of funds for use thereof. 18 fl iscelfaneous; 18.1 Enforcement. The provleions of this Agreement may be enforced In Miami Dade County by all appropriate actions in law and in equity by any party to this Agreement. in order to expedite the conclusion of the actions brought pursuant to this 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 court of competent jurisdiction may award court costa 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 shall be deemed to be one and the same Instrument, 18,3 CITY Officials, The "CITY" is a municipal corporation, and the CITY Manager as its Chief Administrative Officer, ar the DIRECTOR as the CITY Manager's designee, Is empowered to make all decisions with regard to this Agreement an behalf of the CITY, unless otherwise provided by law or by resolution of the CITY Commission, K-D50D377 18.4 Successors and Assigns. This Agreement may not be -assigned, sold, pledged, hypothecated or encumbered, in whole or In part, to any third party or business entity, contract vendee, sucoessor , assign or to en Institutional lender providing funding for the PROJECT, without the prior approval of the Miami CiTY Commisslon. The CiTY is relying on thee 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 mey be unreasonably withheld or delayed. 18,8 Notices, Any .and all 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) businese days after deposit in the United States mall, 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 PresidentfCEO 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 as any party hereunder shall hereafter specify to the other in writing). 18,6 Construction, The section headings contained in this Agreement are for reference 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.plurai shall be held to Include the singular, and reference to any particular Mender shall be held to include every other and all genders. 18,7 Exhibits. All of the Exhibits attached to this Agreement are incorporated ln, and made a part of, this Agreement, 18.8 Amendments: Termination, Thls Agreement may not be amended, modified or terminated except by written agreement of the parties hereto, Further, no modification or amendment, excepting a termination for cause by the CITY under section 19 herein, shall be effective unless in writing and executed by the parfies, employing the same formalities as 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 laws, rules, regulations and ordinances, The CITY reserves the right to refuse GRANTEE acoess to CITY property, including project jobsites, if GRANTEE employees are not : properly equipped with safety gear In accordance with OSHA regulations or if continuing pattern of non-compliance with safety regulations is exhibited by GRANTEE, 18,10 ADA. In the course of providing any work, tabor or services funded by the CITY, GRANTEE (or its agents and representatives, as applicable) ehall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (RADA") Including Titles I & II of the ADA regarding non-discrimination on the hasis of disability, and related regulations, guidelines and standards as appropriate. Additionally, GRANTEE will take afflrmetive steps to ensure non-discrimination in employment of disabled persons, 19 Dafautt, Termination: 19.1 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 satlsfaotion 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 limitation, any of the following: 19,2,1 GRANTEE falls to obtain the insurance or bonding herein required. 18,2,E GRANTEE fats 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 hes with the CITY , Its architect, engineer or contractor arising by virtue of this Agreement, beyond the specified period allowed to cure such default. Project Cooperative Agreement K-O500377 19.2.3 GRANTEE falls 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 (90) days following the date of a written notice mailed as provided to Section 18,5, the parties shall have all : rights and remedies provided :by law or equity, subject to the limitations of thls Agreement, The CITY Manager may grant one additional extension of not more than ninety (00) additionaldays in total if such failure to cure is due to Force Majeure as that tern 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 CITY Manager, if any default is not cured by GRAN 1 E.E, or GRANTEE does not comply with any material terms, ocvenents or condition provided herein within ninety (9a) 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. Tills aubsectlon shell not apply during any period of Force Majeure extension pursuant to Sectlon 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 volunlarlly 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 attorney's fees, 20 No ThIrd.Party Beneficiaries: Neither the CITY nor .GRANTEE Intends to directly or substantially benefita third -party by this Agreement. Therefore, the parties agree there are no third party 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 Contingency 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 taws or legal requirements. 2S Joint Preparation: Preparation of this Agreement has been a joint effort of the CiTY and GRANTEE and the resulting document shall not, solely es a matter of judicial construction, be construed more severely against one of the parties than the other. IN WITNESS WHEREOF, the parties have exet,uted this Agreement as of the day and year first above written, which shall have an effective date of WITNESS GRANTEE, Miami Museum of Science Ptanetariurn, a Florida Not -For -Profit Corporation S/gnafu .�° Signature JorJrA.4 RA, Tr; r4tt.- V(. Print Name, Title Gillian Thomas, President 1C LAI e,QMC, ATTEST: Corporate Secretary (Affix Corporate Seat) Proleot 000peradve Agreement K-000377 ATTEST: CITY OF MIAMI, a municipal corporation .of the State of Florida 4,'"Z" a )2 4.A'- ?.•C riacll a Thompson, iC t Clerk d Arnola, City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: eLLg ., ete fr:cf- a 7fr3/04- Dania Carrillo, Administrator Risk Management Department Jorg i;er andez, City Attomey APPROVED AS TO CAPITAL IMPROVEMENT PROGRAM: By �(lA&kfn n a / ay, CIP Director -B— Project Cooperative Agreement K-0500277 E Itt8IT Al New Museum Costs from August 8, 2002 to August 30, 2005 DETAILED PROJECT INFORMAcTION ITEMIZED SCOPE OF WORK, PROJECTBUDGET, TINE OF COMPLETION A PROJECT ELEMENTITASK Project Initiation try Museum of Science to Design and Build New Public Information and Research Feasbdity Study and Market Research for Coustrucbon or new Fealty (2002.2003) Public (Janette Expenses Vendor s c Ctfr FUNDING • OT?t6IL AMOUNT • SOURCES i$Ubmettecr 1,A7 Miarni Mused Ca Science ana ri,metdriorn. Rate: 26-3ul-05. D ESTIMATED E COST DELIVERABLE Web Site Development Market Reseerch for New museum Project Planning Lord Thomas Bendel!' Farga5 Fidler Project Planning Consultant Content for New Museum - Duensnig Financial Feasibility Study Study consultants Phase 1 of Master Plan for New Museum through Feb 23, 2005 Project Planning Consultant Coordinate New Museum Plan Project Planning Consultant Content for New Museum Project Planning Consultant Content for New Museum Protect Manning ConSUitant Content for Net Museum Specialist Consuttr iLc Content Development Technical Studies Sample Exhibits Engage Consultants; InternatIonatAdvisors Peer Review PROJECT MANAGEMENT $ 92,184,63 90,0190.00 90,000.00 39,954.80 39,317_16 53,995.59 1500.00 1,500.00 45 000-00 30,000.00 60,000.00 30,000.00 40,000.00 15,000.00 35,000.00 50,000.00 $ 92,184.65 $ Reports, material5,e 180000.00 Report 35454.88 $ 35,000.08 $ $ 50,600.06 $ 32,317.15 $ 53,99555 2,935 41 75,000.00 $ 120,000.00 25,000.00 I 55,000.00 100,000.00 166,000.00 $ 15,000.00 $ 45,000-00 1,500.00 S 00.00 63L66 5 2,331-55 1,500.00 $ 3,500.00 1,435.41 $ Engagement or Project Management Consultant Engage Architect Development and Planning Engage Design Consultant 35,000,00 110,000110 80,000.00 25,000A0 25,000.00 100,000.00 65,000_00 50,000.00 40,000A0 $ 15,006.00 $ 5 Re ort 4veb5ite Report Reoort Documents Documents Docrments DeCdrne is F ESTu1ATED COMPLETION TIME Complete through Feb 28, 2005 COmPteted Sept 30, 2003 8/2006 .8J2005 8/2006 Coco mwts Financial Moder/Buck Complete Aug 2063 &Feb 2005 Completed Feb 2003 Completed May<15, 2005 Completed May 15. 2005 Completed May 15, 2005 completed May 15, 2005 Documents and Dwc 8/2006 Documents and-Dws 8/2005 Documents and Dwgs P.Ppnit Documents 8/2065 8/2006 5 60 000.00 Engagement Itr Z10,000.00 Engagement 145,000_00 Documents and Plan 5 75,000.00 5 Engagement ltr 8(2006 8/2006 8/2006 8/2006 • $ $ - $ - • $ - $ . 5 - • TOTAL ESTIMATED COST Ine Project tremenls/;asks listen $ 696.267.55 $ 727,251,72 $ 1423,S19.7 above won air amount listed z5 Column 3, CITY FUNDTihf5 AMOUNT,shell constitute the WORK; all terns fisted in Column A shalt constitute the PROJECT_ ' lime Perrormanc9 of WORK 6E61NS I3/2002 8/2002 1.0/2011 Rnvised Jurro 8, 2008 EXHIBIT B ENABLING LEGISLATION - 11 — Pro)ec! Cooperdilve Agreement K-0500377 City of ff iami Master Report Resolution R-06-041S City Hall 3500 Pan American Drive Miami, PL'33133 www.cLinlamLfLus File ID #: 05-00592 Enaotment Date: 7/7/05 Version: I Controlling City Commission Status: Mayor`s Office for Body; Signature Title: A RESOLUTION OF THE MTAMI CITY COMMISSION, WITH ATTACHM'ENT(S), AUTHORIZING A GRANT TO THEMIAMI MUSEUM OP SCIENCE & PLANETARIUM TO SUPPORT THE DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN _LEE CITY OP MFAMI.OWNEDBICENTENNIAL PARE, IN THE AMOUNT OF S700,000, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVEMBER, 2001, AS A SPECIFIED PROJECT 1N THB HOMELAND DEFENSE Nr1GHIEORHOOD IMPROVEMENT BOND PROGRAM; ALLOCATING SAID FUNDS FROM B-7E502, 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 TIIE ATTACHED FORM, FOR SAID PURPOSE. Reference; Narne, Authorizing a Grant to the Miami Museum of Science Introduced: 6/15/05 Requester, Department of Capitol Cost: Final Action: 7t7/05 Improvement Programs/Trensportatt pn Notes; Sections; Indexes: Attachrnents: 05-00592-rosolution,pdf, 05-00592.exhiblt.pdf, 05-00592.exhlbltA,pdf, 05-00592-exhlbitB,pdf, 05-00592•exhibitC,pdf, D5-00592-summary form.pci 05-00592-ptn cdiianeapdf, 05-00592-pre resolution.pdf Action History Ver. Acting t0orly Date Action Sent To, Due Date Rntumod Result 7 Office of the City 6/24/05 Reviewed and Attorney Approved 1 City Commission 7/7/05 ADOPTED City oFMinmi Page I Printed on 7/8,20d5 This Matter was ADOPTED on the Consent Agenda, Aye: 5 - Angel Gonzalez, Johnny L, Winton, Joe Sanchez, Tomes Regalado and Jeffery L. Allen city of Land Page 2 Printed on 7/6t26e5 City of Miami Text File Report City Hall 3500 Pan Atnerioan Drive Miami, F1., 33133 www.ol.miatnl,fl.us File ID: 05-00592 Enactment if: R-05-0416 Version; 1 Type: Resolution Status: Mayor's Office for Signature Enactment Date: 7/7/05 Introduced: G/15/05 Controlling Body: City Commission A RESOLUTION OF THE MIAMI CITY COMJ 1SSIQN, WITH ATTACHMENT(S), AUTHORIZING A GRANT TO THE MIAMI MUSEUM OF SCIENCE & PLANETARIUM TO SUPPORT TFBF DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN THE CITY OF 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 NEIGHBORHOOD 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 ofthe C1ty of Miami .("City") approved by referendum the City's issuance of S255 mullion 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 Ootobor 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 of3ond proceeds "to assist the museum with its development efforts for a Bieentenniel Part; ("Parr") location," which is a recreational facility owned by the City and !coated at 1075 Biscayne Boulevard, Miami,Florida; and W736RBAS, the City has completed find approved a oormnanitybased preliminary plan entitled "13[centennlal Park -Museum Park" which recommends that four (4) acres in the Park be reserved for the development of a science museum 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 prom the sum of S150,000,000 to support the development of a new science museum facility itt Bicentennial Park ("Project"); and WHEREAS, EAS, the Project will he ri public science museum, a significant community nssel offering interactive and other science exhibits, a planetarium, outdoor exhibits, camps, classes, workshops, educational resources, professional City orMinmi Paso 1 Printed utt'113f20a5 AGENQA ITEM SUMMARY FORM FILE ID: OS- 005g2. Date: 6/2/2005 Commission Meeting Date: 7/7/2005 Requesting Department: Cap Imvts & Transportation District Impacted: All (2) Type: E ResoIution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion Item ❑ Other Subject: Initial grant of$700.000 to Miami Museum of Science for development ofa science museum facility in Bicentennial Park Purpose of Item: To approve an initial grans of S700,000 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 ofa 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 Noyember 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: CIP 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 tine City Bond .mowed shall become the property of and be owned by the City, which will subsequently make such documents, reports, materials and drawings freely available to MMOS and to Miami -Dade County, if applicable, for use on the Project; and WHEREAS, the City finds and determines that these activities to be oonducted by or on behalf of MMOS for the Project will ultimately and primarily benefit the general publio 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 aequisition of certain capital project related planning, design and projeotmanagetnent activities and will further authorize the City Manager to execute a Project Co-operation Agreement ("Agreement") for this purpose; and WHBREA.S, 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 fnoilitios developed with Bond proceeds, and that said facilities will be publicly owned; and WHEREAS, on May 24, 2005, the City's Bond Oversight Hoard 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 publio and serves a paramount public purpose; and WHEREAS, funds for this purpose are available from B.78502, Capital Improvements Project No. 333143 entitled "Museum Of Science - Development of Bicentennial Park" under the Homeland Defense - Neighborhood ImprovementBond Program; NOW, TFIBRBFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Clly ofMianri Paqu2 Priutod oil 7/FOODS o EXHIBIT C INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSIJRANCE- (M1AM1 MUSEUM OF SCIENCE "& PLANETARIUM) Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations Aggregate Limit per projedt $2,000,000 Personal and Advertising injury $1,000,000 B. Endorsements Required City of Miami included as an Additional insured Employees Included as insured Independent Contractors Coverage Contractual Liability Waiver of Subrogation Premises/Operations Care, Custody and Control Exclusion Removed Explosion, Collapse and Underground Hazard Incidental Medical Malpractice Loading and Unloading Mobile Equipment (Contractors Equipment) whether owned, leased, Borrowed, or rented by the contractor or employees of the contractor II, 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 Idiiami included as an Additional Insured Employees included as insured Waiver of Subrogation % � - 12 — Project Coopers ive Agreement K-0500377 ill. Worker's Cornponsation 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 for -bodily injury caused by disease, each employee $1,000,000 for bodily Injury caused by disease, policy limit V. Umbrella Policy Limits of Liability Bodily Injury and Property Damage Liability Combined Singe Limit $1,000,000 Each Occurrence $1,000,000 Aggregate $1,000,000 Products/Gompieted Operations Aggregate Limit $2,000,000 Vt. Owners Contractors Protective (applicable for Construction projects only) Limits of Liability Each Claim $1,000,000 Aggregate $1,000,000 Vil. Professional Liability/Error's & Omissions Coverage Combined Single Limit Each Occurrence General Aggregate Limit Deductible -Not to Exceed 10% $1,000,000 $2,000,000 , Vlll. Builders' Risk (applicable for Construction projects only) Limits of Liability- to be determined by according the terms of the Construction contract. Endorsements Required "All Risk Farm 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— ProJect CoeperaUve Agreement K-0500377 to.be:used in, or incidental to construction :Business Interruption • 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 orchanges coverage • Ordinance or buildings laws • Theft or Burglary • Coverage for loss arising out of Faulty Work or Faulty Materials • Coverage for loss arising out of Design Error or Omission • Testing Debris Removal e Soft (Additional Financing) Costs Coverage • Replacement Cost Vaivation • Coinsurance Requirements Waived Maintenance of Insurance Coverage through warranty period AEI insurance policies required above shell 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 rilfanagernent, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or Its equivalent, subject to the approval of the City's Risk Management Division. q -14— Project Cooperative Agreement K-0500377 CERTIFICATE OF LIABILITY=INSURA►N#CE OP ID "GP MUSED-1 'DATEIMMIDDIYYYY) 03/25/09 PRODUCER MORTON:D. WEIMER/AMPAC CORAL. GABLES . 362"MINORCA_AVENUE.' CORAL, GABLES :PI, '33134 Pho1e:305-444-2324 Fax:305-444-4980 .THIS:CERTIFICATE IS .ISSUED AS AMATTER'OF_INFORMATION ONLYAND:CONFERSPNO RIGHTS:UPON THE CERTIFICATE • HOLDER:.THIS.CERTIFLCATE DOES NOT.AMEND,:EXTEND OR •ALTER THE:COVERAGE•AFFORDED:BY THE POLICIESBELOW. INSURERS AFFORDING: COVERAGE NAIC # IN9L1RED Museum of Science ..Inc. .3280.South Miami Avenue _Miami FL _33129 INSURER A: Great:AIRerioan :Insurance INSURER 9; :Aoe :American INSURER C: Everest .Indemnity INSURER D; INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO 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. . 1NSR LTR ADM NSRC TYPE OF INSURANCE POLICY NUMBER ' POLICy EFFECTIVE DATE (MMIDDIYY) POLICY EXPIRATION DATE (MM/ODTYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1 , 0 0 0 , 0 00 A X COMMERCIAL GENERAL LIABILITY 96PAC000027.9986900 03/21/09 03/21/10 UAMAl7t 1 U KtJV I tU PREMISESIEeoccurence) $300,000 CLAIMS MADE l" OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $.1., 000,•000 GENERAL AGGREGATE $ 1,000,000 GENL AGGREGATE LUAT APPLIES PER: PRODUCTS - COMP/OP AGE $ 5,000,000 7POLICYh PET' nLOc Emp Ben. 1,000,000 AUTOMOBILE LIABILITY ANY AUTO 96PAC0000279986900 03/21/09 03/21/10 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ALL OWNED AUTOS— SCHEDULED AUTOS . BODILY INJURY (Per person) $ A X X HIRED AUTOS NON -OWNED AUTOS D '11 n BOD]LY INJURY$ (Para eldeM) RK1)11.-• �(Peru $ YYY (tom,,, ///���{ 1y cRTYDAMAGE (Pereccluenl) GARAGE LIABILITY ��/ ' ' f,("1\ `l. 1 AUTO ONLY- EA ACCIDENT $ ANY AUTO [, ` \VVV OTHER THAN EA ACC S AUTO ONLY AGG $ EXCESS/UMBRELLALIABILITY EACH OCCURRENCE $ 10 , 000 , 000 A X I OCCUR I I CLAIMS MADE 96EXC000279987000 03/21/09 03/21/10 AGGREGATE $ 10, 000, 000 $ _ DEDUCTIBLE $ _, RETENTION 5 $ WORKERS COMPENSATION AND ITOY LIMITS X UER G EMPLOYERS'LIABILITY • 09122256 01/01/09 01/01/10 E,LEACHACCIOENT $ 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OH- C.ERJMEMBER EXCLUDED? • • . E.L. DISEASE - EA EMPLOYEE S 500,000 8 yes, describe under SPECIAL PROVISIONS below • E.L. DISEASE - POLICY LIMB S 500,000 B OTHER Inland Marine IMCI08671S98A1.208035003/21/09 03/21/10 .2,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 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 Dept of capital Improvements Rr:CEIVED 444 SW Secons Ave 8th FlooIVV1I trtA Miami FL 33130 R 3 0 2009 CAPITAL IM1ROVEMFN ACORD 25 (20011013) 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 LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTZ.. ; EPA• SENTATIVE TS ©ACORD CORPORATION 198 Composite BXNIBCT A-1 Updated.Detailed_Project Information, Including Itemized Scope of Work, Project:Budget and Time of Completion for Original Project and for Renewabie.Bnergy Project To be provided upon document execution Amendment 10 1E#RLIIIT A-14 Renewable Energy Project Costs from Nardi 27, 2008 through August 31, 2009 1504-P-En. 04.*CT, ikFPR•idiTiON ITEMIZED SCOPE priyelpg, PROJECT BUDGET, TIME OF COMPLETION A PROJECT ELEMENT/TASK • VEN111011 IN CITY FUNDING AMOUNT C OTHER SOURCES (LIS b EPT OF ENERGY) 0 ESTIMATE la COST E DELIVERABLE F EsTimATED COMPLETION TIME . . . . STAFF SALARIES AND FRINGE: To oversee project Implernentation, nipport'clevolopment or Content for Energy Pfaygronnd end Wen ther Station, install and Manage web, Interface;ovetSie fahrlcatiOn arid instilletioU of Energy Play9retind, develop hUIngiaiii I0te,Uvathaterlals Miiseurri or ScietiCe 0 148,328 146,328 Web rhieuri, iinstalled Energy Playground, supporting interpretive and educabonal metedou 8/31/2009 . - TRAVEL: To vi*fahrication sites, ouppott consultants' hr'avel and i,isitand India iravel arid sulasis.tenr_e - Staff and mnsultants 0 16,560 16,560 • Fabricator and conSultant input 8/31/2009 • ' " ' ' '' • • EtatlIpMENT for weather station 0 ppenheim Lewis 18,000 0 18.000 weather station Installed at downtown site a0/31/100 0 SUPPLIES Architectural models • ' Gilmshaw Architects 50,000 0 50,00C Models related to Renewable enems, pr*,,,, • 3/31/2009 • Meterials;• enertry playground • • To 'Be Determined 77.000 0 77,000 Enestolayground components 6/30/2009 Materiels, maintenance of Web interface (sever, network connectiribr, back -tips, softWare licensee,' wireless traniinitter. fiewaill ' • ' .' • Technology vendors 0 10,000 10,000 Technology InfrastructUte to support project 6/30/2009 CONTRACIIIAL ' Contractors • - • weather station installigion Bennet Electric 5.000 0 5,000 Weather station installed at downtown site 10/31/2C0e Energy nleiyarotincl/tiesion'of interactive components • Entech . 40_000 0 40 000 Energy Piave:mind components 6/30r2009_ Ent -MY playground fa bdcation To ee'De.terrnIned 460 000 . .- 460,000 . Software development for web Interface Project'Pra Technology vendors D 25,000 25,000 Live data streams from weatler station and Energy Playground integraWd into web site 5/30/2009 ement • _ Weather station Clopenheim Lewis 0,000 0 s_octa Proiecc oversight 31p008 • Web Interface set uo and maintenance onoenbefrq wig 5 am, 5.000 Pro ect oversight 10f 4/3 enemy playground design and planning ''"' Oppenherm Lewis 15.000 0 15,000 Project oversight n/_3309 • Energy olayomund 'prototypintuand fabrication '8n/1h/515/Renewable Opoenheirn Lewis 10 000 0 10 000 Project oversight 3/31/2E109 4/30/2009 • Data Energy slaidis••••.• • Opoenheim Lewis 0 5,000 5,000 Peolea oversight .', Interrationwith museum Sustalnability Platform DOPcnheim Lewis- 10 000 10.000 Project oversial-rt 6/30/2009 6/30/2009 Architectore'S Engineering ...,. -•• '. • - , • - • Energy Playground orototypIng and fabricatibn • bats'analysis/ReneWabfer Grirrishaw Architects 15,000 0 15_000 Architectural services 4/30/2009 • Enemy studies • ,,' GrimshaCv A"rchlraLts " - 0 20.000 20.000 Architectural sarytcms , Peskin and planning •-• - '.- , -• • • .,, - •• - . : • • • Drirnshew Archit8cts 43,000 277,000 320.000 Archltp_ctiral 6/30/2009 Integration with•Miseum Sustainability Platform' - ' Grimshaw Architects 10 000 10 000 services Architectural services 6/30/2009 SustalnabilltyConsultant • ' • TBD 30,000 30.000 Consultant services 6/30/2009 • 6/311/2009 DI DTRECr casTs • MUSetUTI of Science 0 - 183,112 183 112 Overhead TOTAL 8/31/2009 -ESTIMATED COSTS 738 000 738,000 1,476,000 ... ,.... 6/31/2009 The Proje cc PerflefitsiTosicS llsed above !filth ail arcount !Ls* la giuritri a; cky ruUdirtg,'shall 'cgnititute the WORK; ati lietier'liiten iii CoLitim A 56011 c:onstitiltet 'the PRO.3ECT. TIMP oi Perforrnen6e -4 Work' begtna: ' MarM-08 2une-08 August-09 Composite .EXHIBIT .B ENABLING LEGISLATION FOR AMENDMENT AND ALL ATTACHMENTS/EXHIBITS .THERETO To be provided upon document execution Amendment 11 Crystal Report Viewer Page 1 of 3 City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33 t33 www.miamigov.com File ID: D5-00592 Enactment #: R-05-0416 Version: 1 Type: Resolution lntroducod: 6/15/05 Status: Passed Enactment Date: 7/7/05 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 & PLANETARIUM TO SUPPORT THE DEVELOPMENT OF A NEW SCIENCE MUSEUM AND PLANETARIUM FACILITY IN THE CITY OF MIAMI-OWNED BICENTENNIAL PARK, IN THE AMOUNT OF $700,000, APPROVED BY A REFERENDUM OF THE VOTERS IN NOVEMBER, 2001, AS A SPECIFIED PROJECT IN THE HOMELAND DEFENSE NEIGHBORHOOD 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 ("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 l3ond 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 that four (4) acres in the Pork be reserved for the development of a science museum 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 bus included in its bond program the sum ofal50,000,000 to support the development or new science museum facility in Bicentennial Park ("Project"); and WHEREAS, the Project will be a public science museum, asignificant community asset offering interactive and other science exhibits, a planetarium, outdoor exhibits, cnmps, classes, workshops, educational resources, professional development and youth programs and will enhnnce the understanding of science and technology, Mlainfs revitalization program bringing local and internntional visitors, creating jobs, improving workforce preparation, increasing investments as http://egov,ci,miami.fl,us/LegistarWeb/temp/rep84DC.html 3/9/2009 Crystal Report Viewer Page 2 of.3 well as improving the quality of life for residents; and WHEREAS, the science museum was founded in 1949 by the Junior League of Miami, a private non-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 our world; and WHEREAS, M MOS 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 Clty 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 Wi-EBREAS, in furtherance of the Project, MMOS has conducted initial market research and feasibility studies and desires to secure 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 WHEREAS, MMOS has requested funds from the Bond proceeds in the amount of S700,000 to cover a portion of these initial Project activities; and WHEREAS, MMOS has agreed that all documents, reports, tnateriais and drawings that are developed with the nssistance of the City Bond proeeed shall become the property of and bo owned by the City, which will subsequently make such documents, reports, materials and drawings freely available to MMOS and to Miarni-Dadc County, if applicable, for use on the Project; and WHEREAS, the Clty 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; 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 project management activities and will further authorize the City Manager to execute a Project Cooperation 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 be 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 WHERE'AS, funds for this purpose 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; 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 frilly set forth in this Section. Section 2, A grant to MMOS to support the development of a science museum and planetarium facility in the (.1 I http://egov.ci.iminrni.fl.us/LegistarWeb/temp/rep84DC.htm1 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 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 Science.- Development of Bicentennial Park." Section 3. The City Manager is authorized{ 1 l to execute an Agreement, in substantially the attached form, for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor {2 f. http://egov.ci.rniami.fl,us(LegistarWeb/temp/rep84DC.html 3/9/2009 Crystal Report Viewer Pagel of 3 City of Miami " Text Fiie:Report City. Hall 3500 Pan American Drive Miami, PL33133 www.miamlgov.com File ID: 07.0072I Enactment#: 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 DEFENSENEIGHBORHOOD IMPROVEMENT BOND PROGRAM. WI-IEREAS,.on November 13,2001, the voters of the City of Main' ("City") approved by referendwn 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 ofScicoce" 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 04-5-41 http://egov.ci.rniami.fl.us/LegistarWeb/temp/rep84E6.htrnl 3/9/2009 , Crystal Report Viewer Paget of 3 Park -Museum Park" which recommends reserving areas in the Park for the development of a science museum and an eri 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 o11150,000,000, 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, cl eating 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/bla Miami Museum of Science & Planetarium ("MMOS") on property owned by Miami -Dade County; and WHEREAS, MMOS is a 5010)(3) tax exempt organization devoted to inspiring people cf 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, 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 placating 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 will subsequently make such documents, reports, materials and drawings freely available to MMOS and to Mlami-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 those activities to be conducted by or on behalf oFMMOS 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 nccessible 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 fifty percent (50%) match for the acquisition of certain capital project components and related planning, design and project management activities for the Renewable Energy Project as part of the overall Project and will further authorize the City Manager to execute an Amendment to the Original Grant Agreement, in substantially the attached form (the "Amendment"), for this purpose; and http://egov.ci.nuatni.fl.us/LegistarWeb/temp/rep84E6.httnl 3/9/2009 Crystal Report Viewer Page 3 of 3 WHEREAS, the -Original Grant Agreement and the Amendment set forth the dudes and responsibilities of the City and MMOS, provide for the uses, accountability, accessibility, and terms atlas 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 B-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 MIAMI, FLOR.IDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully sot 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 $736,000, 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, is authorized, with funds allocated from 13-76502, Capital Improvement Project No. 333143 entitled "Museum OfScionoo-Devolopmentof Bicentennial Park United States Department of £porgy National Technical Laboratory Renewable Energy Project," Section 3. The City Manager is authorized( I) 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 Dofenso Neighborhood Improvement Bond Program, Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2) 0-61+1 httpJ/egov.ci.mianu.fl.us/Legi.starWeb/terlip/rep84E6.html 3/9/2009 Corn posite_EXH1B1T`C UPDATED INSURANCE REQUIREMENTS and PAYMENT AND PERFORMANCE BOND REQUIREMENTS, AS APPLICABLE To be provided upon document execution Amendment 12 _EXHIBITED To be completed :before:document execution NOT.;FOR-PROFIT CORPORATION RESOLUTION WHEREAS, -:`Museum -of Science Inc., d/bla/ -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").:but effective as of July 7, '2005 With the City. of`Miami -for the purposes of amending the -.Original Grant -:Agreement, for 'the : purposes of Planning '& •Design and Renewable Energy Project as described in the Amendment and the Original Grant Agreement to which this Resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for - profit corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD 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 r day of P1,20 oaf A Florida Not -For -Profit Corporation Signatui e) Name: 6, c—Li hs,^/ 740r1A A-s Title: e2rr-� tr� i (G 6:-15. Attest, Sig tun of Not -For -Profit Corporation Secretary Name: We mid M Avrz (Corporate Seal) e9--'*7 5:Document P..xhibitD.doc Composit&EXHIBIT:A=2 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 No. 2 10 EXHIBIT A-2; Miami Science Museun New Museum Development and Renewable Energy project Costs from January 1, 2010 through December 31, 2010 DETAILED PROJECTINFORMATION ITEMIZED SCOPE OF WORK, PROJECT BUDGET, TIME OF COMPLETION 4 PROJECT ELEMENT/TASK VENDOR e CITY FUNDING (DOE MATCH) C US DEFT OF ENERGY - G ESTIMATED COST H DELIVERABLE I ESTIMATED COMPLETION TIME STAFF SALARIES AND FRINGE:,.To oversee project implementation oversee studies, support prototyping of building components and exhibits developweb interface, develop bilingual 9 interpretive materials • Museum of Science 0 236,733 - 236,733 Building studies, prototypes and demonstration exhibits, web resource, bilingual educational materials 12/31/10 TRAVEL: Tg yI51t'fabricatlomsites, support consultants' travel and vlsits;and local travelend subsistence Staff and consultants 0 11,469 11,464 Fabricator and consultant input r 12/31/10 EQUIPMENT;forbuilding component prototypes and demonstration ezhlbits TBD 83,625 0 83,625 Prototypes and demonstration exhibits 12J31/10 SUPPLIES...,•.".• . • .. . ' Supplies for workshops, printed.materials to support museum- • • based 'progmmming end 'community outreach (including .5panishanti Creole)' -• Misc. 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 cnnnectivi ty'; back-ups, software licenses, wireless transmitter, 6rewallj Technology vendors 0 10,000 10,000 Technology infrastructure to support project 6/30/10 Materials and components for new building - - FPS, other private contributors 0 Materials and components for new building 12/31/10 CONTRACTUAL - Contractors Content development, exhibit development and fabrication, prototypes and demonstration'exlrlblts Selected design firms, exhibit developers and fabricators 450,000 0 g50,000 Building component prototypes, demonstration exhibits, portable exhibits to support community outreach on alternative energy 12/31/10 Interactives and educational displays for Gty Green Lab Selected design firms, exhibit developers and fabricators 25,000 0 25,000 Portable exhibits to support City Green Lab program 12/31/10 Software development for Web Interfaces to support data . streams from energy exhibit mmpanents • -• Technology vendors 25,000 zs,00D Web based data streams and educational resources 12/31/10 Prefect Management "'' • '._ • ' 'Ovei•sight'of building studies' .. . '- 'Oversight 0ppenheim Lewis 10 000 . 10,000 Project oversight 12/3I 10 of building component prototypes Oppenhelm Lewis 20 000 20,000 Project oversight 12/31/10 Architecture &'Engineering ., .- Buiiding'design'studies t0,support schematic design and design deselaprnent`phase for the new museum ' ' - Grimshaw Architects; Arup- Syska Hennessey 100,000 100,000 Analyses and reports 12/31/10 Coordinatlon of energy•and'sustalnabillty building studies, integration into buildinq'desion, ", • ' Grimshaw Architects 100,000 100,000 Architectural services 12/31/10 Schematic design daylightanalysis Including solar radiance, shading; and tank penetration studies`• Atelier 10 30,000 30,000 Analyses and reports 4/30/10 Design development studle5 to refine building performance requirements'andsys'temdeslgn • Atelier 10 • 30,000 30,000 Analyses and reports 9/30/10 T rinstr"uctiondneumentation to support detailed design solutions for fennestratioandshadinq .'..:•• ' ' Atelier 10 10,000 10,000 Construction documentation 12/31/10 zlesign of building component prototypes and demonstration exhibits` Atelier 10 35,000 35000 , exhibits Prototypes and demonstration 6/30/10 Other Condurtants' - "`-- - `• . • energy' consultant to Identifyand-develop Industry contacts and ` in-kind'contrlbutions for the liuildinp' Maurice Atlams 10,000 10,000 Industry partnerships and in -kind contributions 12l31/10 Educational'specialist.to develop web -based resources for •TBD scfiool'q roues" ' '' 25,000 25,000 Educational materials 12/31/10 '.Evaluation consultant to design'and conduct audience research TBD 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 The Project Eleinents/Tasks listed above•wlth an amount listed In Coluinn'B; City Funding; Shalt constitute the WOfiI; all (terns listed ipColumn A'shall constitute the PROJECT. • Time of Performance ,- Work Begins: Jan 1 2010 Dec 31 2010 •• . INSTITUTE of MuseumandLibrary ••''• 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 tho expenditure of grant funds are subject to the special terms and conditions of this award, which appear on the second page of the award notification, and the General Terms and Conditions for IMLS Discretionary Awards. The latter document incorporates by reference the audit requirements of OMB Circular A-133 and the applicable uniform administrative requirements and cost principles promulgated by the Office of Management and Budget. (For further details on the uniform administrative 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 Name and Title 3hristopher Reich Associate Deputy Director for Museums, IMLS Accounting code: 59120301P0.2012.MP12000000.6501 CFDA Number; 45.301 TIN No. - 590854960 DUNS No. - 073877037 59120301 P0,2D12.MP12000000.6501000000.4100 ALBERTO IBARGUEN President and CEO Ms. Gillian Thomas President and. CEO Miami Muse rrn of ience 3280 S._Miai Ave.' Miami, FL 3 129-2. .2 Dear Ms. Th John S. and James L. Knight Fo rdatlon RECEIVED JAN c f January 12, 2012 . The Tr r 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.knightcomrnunications.org. This grant is tangible recognition of your services to Miami, a Knight community. Thank you. AI:jbn Enclosures J C: Matthew Haggman Dennis Scholl Javier Soto 200 South Biscayne Boulevard, Suite 3300 Miami, Florida 33131-2349 (305) 908-2601 www.knightiotmdation.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 STAFF SALARIES VENDOR B CITY FUNDING C IMLS D Other Private Sources (including Knight matching funds) E ESTIMATE D COST F DELIVERABLE G ESTIMATED COMPLETION TIME AND FRINGE: To oversee project implementation, project design, fabrication, content development, link with evaluator project reporting EQUIPMENT Museum of Science - 116,244 116,244 Prototype exhibit content development, project 7/31/2014 for exhibit prototypes and demonstration exhibits TBD 5,500 5,500 management and oversight Prototypes and demonstration exhibits 6/1/2013 SUPPLIES: materials and components for exhibit fabricatlor CONTRACTUAL Various vendors 45,000 45,000 Materials and components for new exhibit prototypes and demonstration 7/31/2014 Contractors exhibits Content development, exhibit development and fabrication, prototypes and demonstration exhibits Selected design firms, exhibit developers and fabricators 40,000 40,000 River of Grass exhibit prototype 6/1/20113 Other exhibit development Selected design firms, exhibit developers and fabricators 48,375 23,500 71,875 Other prototype exhibit development 7/31/2014 Flexible furniture design for Living Core Exhibition Other Consultants Eight, Inc. 350,000 375,000 725,000 Living Core flexible furniture design 12/31/2013 Exhibit development services Advisor Honoraria Peggy Monahan 10,000 10,000 Technical input for River of Grass exhibit 6/1/2013 Various Advisors 5,500 5,500 prototype Technical advice 7/31/2014 Spanish language translation for exhibits Graphic Artist Carlos Plaza 6,000 6,000 Translated Evaluation consultant TBD 8 000 8 000 exhibit copy Exhibita 7/31/2014 - external evaluator INDIRECT COSTS University of Miami 30,000 30,000 h graphics Research findings 7/31/2014 TOTAL ESTIMATED COSTS Museum of Science 33 711 33 711 q Overhead 7/31/2014 548,375 149,955 398,500 1;096,830 7/31/2014 The Project Elements/Tasks listed above with an amount listed in Column B, City Funding, shall constitute the WORK; all items listed in Column A shall constitute the PROJECT. Time of Performance -- Work Begins: Oct 1 2012 July 31 2014 To be completed before document execution D/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