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HomeMy WebLinkAboutExhibit A SUBhe CkeL ekb MEMORANDUM OF UNDERSTANDING AMONG CITY OF MIAMI AND NATIONAL MARINE MANUFACTURERS ASSOCIATION THIS Memorandum of Understanding (hereinafter sometimes referred to as "MOU") is entered into on the day of April, 2015, by and between CITY OF MIAMI, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (hereinafter the "City"), and National Marine Manufacturers Association, Inc., a non-profit association, whose address is 231 S. LaSalle Street, Suite 2050, Chicago, IL 60604 (hereinafter "NMMA"), both of whom are collectively referred to herein as "the Parties". WITNES SETH: WHEREAS, NMMA wants to facilitate the adding of electric utilities to the Property where the Boat Show will occur for the general health, welfare and safety of the general public, and to improve convenience, ease, visibility, comfort and accessibility to the general public and patrons of the boat Show and the Park; and WHEREAS; these electric utilities, the nature, total cost and extent of which are shown on the attached Exhibit A have been estimated by Florida Power & Light (FP&L) at the City's request and NMMA has agreed to fully fund up to the FP&L Final Invoice amount which will be furnished no later than April 30, 2015; and WHEREAS, the City, and NMMA will bring the subject matter of this MOU to the City Commission in April of 2015 with this MOU as an Addendum to the Revocable License Agreement ("RLA") between the parties approved by the City Commission on January 8, 2015, at which time the MOU will automatically be converted to an Addendum/First Amendment which, on passage of the Resolution by the City Commission will become an additional Exhibit to their Revocable License Agreement and shall serve as an Addendum/ First Amendment to the Agreement; and WHEREAS, this MOU will be binding upon NMMA upon execution, and the City may be entitled to rely on NMMA's affirmation and commitment to comply with these terms from the date NMMA signs this MOU; and NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants hereinafter set forth, the City and NMMA agree as follows: RECITALS I. SCOPE AND COST OF WORK NMMA will fully fund, the FP&L invoice amount, the electrical utility work and costs reflected in Exhibit A, Scope of Work and Cost of Work , which is attached hereto and incorporated herein by reference as if fully set forth herein and which can be summarized as electrical feeds and distribution of Florida Power and Light Co. ("FPL") facilities to the Property included in the RLA. The cost of the work to be funded by NMMA for Stage 1 and Stage 2 is estimated to be $1,653,000.00 and shall be entirely paid by NMMA in the following manner: $903,000.00 for Stage 1 Scope as described in Exhibit is- -4p Page 1 of 5 A by Close of Business April 6, 2015. The amount corresponding to the Stage 2 Scope as described in Exhibit A shall be paid no later than ten (10) days after the City provides NMMA with the FP&L invoice for the Stage 2 Scope. The City agrees to use its best efforts to work with FP&L to have FP&L complete the work delineated in Exhibit A by December 1, 2015 and shall be responsible for all repairs necessary to ensure that all fixed electrical lines, equipment and ports are maintained and fully operational and available as needed by NMMA each year for the boat show as per the RLA. Any modifications or changes to the Scope of Work shall only be valid when they have been reduced to writing, duly approved and signed by an authorized representative of each of the Parties. II. INDEMNIFICATION Terms of indemnification will be as per the RLA. III. MANNER OF USE This section of the license agreement approved by the City on January 8, 2015 entitled 4. MANNER OF USE is being modified herein to permit the Licensee access to the Property to set up and erect necessary equipment up to seventy three (73) days before commencement of the February 2016 Show. The date for commencement of the Show is on or about February 11th in any year the RLA remains in effect. This section of the agreement is also being modified to permit the Licensee access to the Property to remove and take down equipment up to twenty eight (28) days after the final date of the February 2016 Show. The setup and take down dates will be reduced by the City Commission as determined feasible after the take down period of the February 2016 Show. The City will have the artificial turf field in place no later than thirty one (31) days after the final date of the show. The final date of the Show is on or about February 15th in any year the RLA remains in effect. IV. TERMINATION Terms of termination will be as per the RLA. V. NOTICE It is understood and agreed among the parties that written notice shall be mailed or delivered to the addresses set forth below and shall constitute sufficient written notice. The parties designate the following: For City of Miami: City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 With a copy to City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33130 Page 2 of 5 Director Department of Real Estate and Asset Management City of Miami 444 SW 21" Avenue, 31" Floor Miami, Florida 33130 For Licensee: National Marine Manufacturers Association, Inc. 9050 Pines Boulevard Pembroke Pines, FL. 33024 Attention: Cathy Rick -Joule With a copy to National Marine Manufacturers Association 231 S. LaSalle St., Suite #2050 Chicago, IL 60604 Attn: Ben Wold. Executive Vice President Craig Boskey Senior Vice President, & CFO Jonathan T. Howe, Esq. Howe & Hutton, Ltd. 20 N. Wacker Dr., Suite 4200 Chicago, IL 60606 VI. AMENDMENTS Any alterations, amendments, variations, modifications, extensions or waivers of provisions of this MOU shall only be valid when they have been reduced to writing, duly approved and signed by all Parties hereto. INTENTIONALLY BLANK Page 3 of 5 IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED BELOW THE SIGNATURES OF THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO WHO ARE FULLY AND DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE RESPECTIVE PARTIES HERETO: AGREEMENT NUMBER: MOU-EWP-PY'08-02 BY: BY: CITY OF MIAMI Daniel J. Alfonso CITY MANAGER Date Attest Todd B. Hannon CITY CLERK Date Approved as to Legal Form Victoria Mendez CITY ATTORNEY Date Approved as to Indemnity/ Insurance: Anne Marie Sharpe, Risk Manager NATIONAL MARINE MANUFACTURERS ASSOCIATION INC. Authorized Corporate Officer Date Signature and Name of First Witness Signature and Name of Second Witness Page 4 of 5 Exhibit A Anticipated Electrical Utility Work Florida Power and Light Services The electrical utility work to be provided to the Property located at 3501 Rickenbacker Causeway by Florida Power and Light Company ("FPL") will be conducted in two stages. Stage 1 is the installation of underground high voltage feeder line ("feeder") along the public rights -of -way from the FPL sub -station at 3989 Rickenbacker Causeway to the entrance of the Property. The feeders will terminate in a switch cabinet installed by FPL which is to be located on City property within the vicinity of the entrance road. Cost Estimate - Stage 1 is $903,000. Under Stage 2, the City will construct two (2) concrete block structures ("vaults") for FPL to utilize, and install underground electrical conduits from the switch cabinet to each vault. FPL will install their high voltage equipment inside the vaults, run electrical conductors from the switch cabinet to the vaults, and energize their equipment. Cost Estimate - Stage 2 is $750,000. Page 5 of 5 EXHIBIT A Project: Marine Stadium Park Development, B-40668 Reference: Memorandum of Understanding among: City of Miami and National Marine Manufacturers Association SCOPE OF WORK - FLORIDA POWER AND LIGHT COMPANY ("FPL") FPL shall provide electrical service for an electrical load that is approximately 12,000 amperes at 480 volts, three- phase. FPL will obtain all necessary permits, furnish all materials and perform the work in accordance to the FPL Distribution Construction Standards and all other applicable codes and standards. The City will construct an electrical building at the East and West sides of the property. Each building will contain a concrete block room ("electrical vault") for FPL to terminate their high voltage underground lines, install equipment to step the voltage down to 480 volts and manage their system. FPL CONSTRUCTION COST Location Description Cost Rights -of -way Installation of materials and high voltage equipment that includes, but is not limited to underground conduits, high voltage conductors, handholes, breakers and switch cabinet from the FPL sub -station to the entrance of the property (re: FPL Invoice No. 1800081042) $903,601.00 Marine Stadium Property A. Install high voltage conductors in underground conduits (installed by the City) from the property entrance to the East and West electrical vaults B. Install high voltage equipment inside the electrical vaults C. Connect to the City's electrical service equipment and energize the FPL high voltage system $750,000.00 CITY OF MIAMI TOTAL: $1,653,601.00 Capital Improvements and Transportation Program Page 1 i API :•sr) CITY OF MIAMI C pitsd Improvements Transportation Prog ra a STING; FPL. - -STATION EXHIBIT A Marine Stadium Park Development JOB NO,: 8-4066S DATE: March 2015 DESIGN: A. 6. CHECKED: DRAWN: A. B. SCALE: N.T.S. DWG NO.: 1 OF I SHEETS MEMORANDUM OF UNDERSTANDING AMONG CITY OF MIAMI AND NATIONAL MARINE MANUFACTURERS ASSOCIATION THIS Memorandum of Understanding (hereinafter sometimes referred to as "MOU" ") is entered into on the day of April, 2015 , by and between CITY OF , a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th F/loor, Miami, Florida 33130 (hereinafter the "City"), and National Marine Manufacturers Associat'bn, Inc., a non-profit association, whose address is 231 S. LaSalle Street, Suite 2050, Chicago EL 60604 (hereinafter ""NMMA'"), both of whom are collectively referred to herein as "the Patties". / / WITNESSETH: / WHEREAS, NMMA wants to facilitate the adding o electric utilities to the Property where the Boat Show will occur for the general health, wel4re and safety of the general public, and to improve convenience, ease, visibility, comfort and a/cessibility to the general public and patrons of the boat Show and the Park ; and WAFREAS; these electric utilities, the nature, total ost and extent of which are shown on the attached Exhibit A have been estimated by Florida Pow r & Light (FP&L) at the City's request and NMMA has agreed to fully fund up to the FP&L Final Invoice amount which will be furnished no later than April 30, 2015 ; and WHEREAS, the City, and NMMA will brin the subject matter of this MOU to the City Commission in April of 2015 with this MOU as an Addendum to the Revocable License Agreement ("RLA") between the parties approved by the City ommission on January 8, 2015, at which time the MOU will automatically be converted to an Adde dum which on passage of the Resolution by the City Commission will become an additional Exhibit)6 their Revocable License Agreement; and WHEREAS, this MOU will be bindi upon NMMA upon execution, and the City may be entitled to rely on NMMA's affirmation and ommitment to comply with these terms from the date NMMA signs this MOU; and NOW THEREFORE, in consid / ration of the mutual terrns, conditions, promises, and covenants hereinafter set forth, the City and NMIA agree as follows: RECITALS I. SCOPE AND COST OF WORK NMMA will fully fund, the FP invoice amount, the electrical utility work and costs reflected in Exhibit A, Scope of Work and Cost of Work , which is attached hereto and incorporated herein by reference as if fully set forth he in and which can be sununarized as electrical feeds and distribution of Florida Power and Light Co. (PFPL") facilities to the Property included in the RLA. The cost of the NlVfMt work to be funded by for Stage 1 and Stage 2 is estimated to be $1,653,000.00 and shall be entirely paid by NMMA in t e following manner: $903,000.00 for Stage 1 Scope as described in Exhibit A by Close of Business Ap il 6, 2015. The amount corresponding to the Stage 2 Scope as described in Page 1 of 5 Exhibit A shall be paid no later than 10 days after the City provides NMMA with the FP&L invoice for the Stage 2 Scope. The City agrees to use its best efforts to work with FP&L to have FP&L complete the work delineated in Exhibit A by December 1, 2015 and shall be responsible or all repairs necessary to ensure that all fixed electrical lines, equipment and ports are maintain- + and fully operational and available as needed by NMMA each year for the boat show as per r RLA. Any modifications or changes to the Scope of Work shall only be valid when they have bee • reduced to writing, duly approved and signed by an authorized representative of each of the Parties. II. INDEMNIFICATION Terms of indemnification will be as per the RLA. III. MANNER OF USE This section of the license agreement approved by e City on January 8, 2015 entitled 4. MANNER OF USE is being modified herein to pe,'nit the Lice see access to the Property to set up and erect necessary equipment up to seventy three (73) days before commencement of the Show. The date for commencement of the Show is on or about ebruary 11th in any year the RLA remains in effect. This section of the agreement is also being mo• fied to permit the Licensee access to the Property to remove and take down equipment up to twenty-eht (28) days after the finial date of the Show. The final date of the Show is on or about February 15th i any year the RLA remains in effect. IV. TERMINATION Terms of termination will be as :er the RLA. V. NOTICE It is understood and agr d among the parties that written notice shall be mailed or delivered to the addresses set forth bel•' and shall constitute sufficient written notice. The parties designate the following: Fo City of Miami: ty Manager ty of Miami 3500 Pan American Drive Miami, Florida 33133 With a copy to City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33130 Director Department of Real Estate and Asset Management Page 2 of 5 City of Miami 444 SW 2'" Avenue, 3'" Floor Miami, Florida 33130 For Licensee: National Marine Manufacturers Association, Inc. 9050 Pines Boulevard Pembroke Pines, FL. 33024 Attention: Cathy Rick -Joule With a copy to National Marine Manufacturers Associatkon 231 S. LaSalle St., Suite #2050 Chicago, IL 60604 Attn: Ben Wold. Executive Vice P sident Craig Boskey Senior Vice Presis • nt, & CFO Jonathan T. Howe, Esq. Howe & Hutton, Ltd. 20 N. Wacker Dr., Suite 00 Chicago, IL 60606 VI. AMENDMENTS Any alterations, amendments, v iations, modifications, extensions or waivers of provisions of this MOU shall only be valid when they have been reduced to writing, duly approved and signed by all Parties hereto. INTENTIONALLY BLANK Page 3 of 5 EN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED BELOW THE SIGNATURES OF THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO WHO ARE FULLY AND DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE RESPECTIVE PARTIES HERETO: AGREEMENT NUMBER: MOU-EWP-PY'08-02 BY: CITY OF MIAMI Daniel J. Alfonso CITY MANAGER Date Attest Todd B. Hannon CITY CLERK Approved as to Legal Form Victoria Mendez CITY ATTORNEY Approved as to Indemnity/ Insurance: Anne Marie Sharpe, Risk Manager NATIONAL MARINE MANITFAC Date Date RS ASSOCIATION INC. Authorized Corporate Officer 64-6 BY: 1 0 Date yr" Signa e e of nrst ss Signature and Name of Second Witness iik-AL?fq Page 4 of 5 Exhibit A Anticipated Electrical Utility Work Florida Power and Light Services The electrical utility work to be provided to the Property located at 3501 R'. onbackar Causeway by Florida Power and Light Company ("FPL") will be conducted in two ages. Stage 1 is the installation of underground high voltage feeder line ("feeder" along the public rights -of -way from the FPL sub -station at 3988 Rickenbocker Causeway to the entrance of the Property. The feeders will terminate in a switch cabinet installed by FP 'h|uh is to be located on City property within the vicinity of the entrance road. Cost Estimate -Stage I is $9 43,000. Under Stage 2. the City will construct two CD concrete bloc,, structures ("vaults") for FPL to utilize, and install underground electrical conduits fromwitch cabinet to each vault. FPL will |notmU their high voltage equipment inside the vaults/run electrical conductors from the EXHIBIT A Project: Marine Stadium Park Development, B-40668 Reference: Memorandum of Understanding among: City of Miami and National Marine Manufacturers Association SCOPE OF WORK - FLORIDA POWER AND LIGHT COMPANY ("FPL") FPL shall provide electrical service for an electrical load that is approximately 12,000 am phase. FPL will obtain all necessary permits, furnish all materials and perform the work i Distribution Construction Standards and all other applicable codes and standards. Th electrical building at the East and West sides of the property. Each building will con ("electrical vault") for FPL to terminate their high voltage underground lines, install down to 480 volts and manage their system. FPL CONSTRUCTION COST res at 480 volts, three - accordance to the FPL City will construct an in a concrete block room quipment to step the voltage Location Description Cost Ri hts of wa g y Installation of materials and high voltage eq pment that includes, but is not limited to underground conduits, high v Itage conductors, handholes, breakers and switch cabinet fr m the FPL sub -station to the entrance of the property (re: FPL Invoice o. 1800081042) $903,601.00 Marine Stadium Property A. Install high voltage conductors in nderground conduits (installed by the City) from the property entrancto the East and West electrical vaults / B. Install high voltage equipment )(side the electrical vaults C. Connect to the City's electrical service equipment and energize the FPL high voltage system t' i 1 $750,000.00 CITY OF MIAMI TOTAL: $1,653,601.00 Capital Improvements and Transportation Program Page 1 NEB FPL Uf E G ,OUN 15 EXISTING FPL. . 5UE3-t5TATION NEf f PL IT' { N.frf E.T ELEC EXHIBIT A Marine Stadium Park Development JOB NO.: B-40665 DATE: March 2015 DESIGN: A. B. CHECKED: DRAWN: A. B. SCALE: N.T.S. DWG NO.: OF I SHEETS