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AGENpA ITEM SUMMARY FORM

RE,18

FILE ID: ----'-__"Lu...-:i9-~__Jc:_().:::;_O_::__O_/O(___:__, _ Date: Ql/30/2012 Requesting Department:
Public Facilities Law Department Matter ID No,

, Commission Meeting Date: 02/09/2012 Type: [g) Resolution
DOther _

District Impacted:
Ordinance

District 2
Item

0 Ordinance 0 Emergency

0 Discussion

-Subjcct: Memorandum of Understanding Miami Marine Stadium, Inc,

between the City of Miami, MSEA and Friends of

Purpose of Item: A RESOLUTiON OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF UNDERSTANDING, IN SUBSTANTIALLY THE ATTACHED FORM, AMONG THE CITY OF MIAMI, THE MIAMI SPORTS AND EXHIBITION AUTHORITY AND FRIENDS OF MIAMI MARINE STADIUM,INC., A 501(C)3 NON PROFIT CORPORATION, ESTABLISHING THE CITY OF MIAMI'S PARTICIPATION IN A PUBLIC-PRIVATE PARTNERSHIP IN ORDER TO PLAN, APPLY FOR GRANTS AND FUNDING, AND IMPLEMENT THE RENOVATION, OPERATION AND PUBLIC USE OF THE MIAMI MARINE, STADIUM TO BE REDEVELOPED ON VIRGINIA KEY, MIAMI, FLORIDA, FURTHER TO PROVIDE FOR COMPLIANCE WITH REQUIREMENTS OF 'THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ALL OTHER APPLICABLE DEED RESTRICTIONS AND GOVERNMENTAL FUNDING PROGRAMS,

tj

Background Information:
There is a strong movement to rehabilitate the Miami Marine Stadium and its surrounding Biscayne Bay basin and uplands as a recreational and cultural site, The City seeks to work with MSEA and Friends for a period of 2 years during which time Friends, in consultation with a Steering Committee, fonned by the City Manager, will plan, and apply for grants and funding for the restoration of the Stadium and develop an operating plan for the overall development and public 'use of the 'Stadium as provided in the Miami Marine Park portion of the Virginia Key Master Plan, approved by the City Commission in July ,2010, T.he Steering Committee for the Stadiur:n will consist of a twelve member task force to be led by the City's Planning Director to assist and advise the Fnends in conducting the evaluations needed for all aspects of the Stadium Project, as defined in the MOU. The Committee members will serve- for- a desiqnated -time period of'2 years with no compensation. Additionally. Florida Sunshine laws will fully apply to the Committee,

'Bridget Impact Analysis,
NO NO

Is this item related to revenue? IS this item an expenditure? If so, please identify funding source below.
General Account No: Special Revenue Account No: Cll' Project No: Is this item funded by Homeland Defense/Neighborhood

NO

Improvement Bonds?

'Start Up Capital Cost; Maintenance Cost: Total Fiscal-Impact: Final Approvals
~iAND OATEl

CIP_==""""=:-:===----------,.-, G~~Qfiii!iCj£iEi£iiRr\hlffii!ifi Purchasing Chief -~
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Budget - Risk Management Dept. D"",,, City Manager
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CITY OF MIAMI, FLORIDA INTER-OFFICE MEMORANDUM

TO:

Alice Bravo, P.E. COl/Assistant City Manager

DATE: SUBJECT:

February 27, 2012 Proposed Revisions to Marine Stadium Memorandum of Understanding

FROM: Zari Watkins, Esq. Sr. Asst. to the City Manager

In addition to the Marine stadium MOU approved by the MSEA Board, at its meeting held ·on January 24, 2012 and provided in this agenda package, the following substantive revisions (attached) are proposed for inclusion in the MOU: • The Steering Committee shall provide' a report of its findings concerning the evaluation area to the City Manager and the MSEA Board (page 1); The Steering committee will consist of thirteen (13) members - an additional member from the Dade Heritage Trust (page 2); The Steering Committee will assist Friends in developing a viable restoration and operating plan for the Stadium Premises. When the Steering Committee advises the City Manager that Friends has developed said plan, the City Manager shall have Friends present the plan to the MSEA Board and City Commission (page 2); The MSEA Board and City Commission, shall determine whether Friends has raised sufficient funds for the restoration of the Stadi'um and developed a viable operating plan for the Stadium Premises (pages 2) Friends agrees that its fundraising activities will be limited to the purposes of this MOU. Friends will deliver to the Steering Committee simple monthly financial statements showing: opening balance; new revenue per Friends' categorization; expenditures per Friends' categorization; and closing balance (page 3).

MEMORANDUM

OF UNDERSTANDING

This Memorandum of Understanding ("MOU") is entered into this day of ~-:--:~--:-' 2012 ("Effective Date"), by and between the City of Miami ("City") located at 3500 Pan American Drive, Miami, FL 33133, the Miami Sports and Exhibition Authority ("MSEA") located at 3500 Pan American Drive, Miami, FL 33133 and Friends of Miami Marine Stadium, Inc. ("Friends") located at 1390 Ocean Drive, No. 207, Miami Beach, Florida 33139 for the evaluation of renovation and operation options for the Miami Marine Stadium. RECITALS WHEREAS"there is a strong movement to rehabilitate the Miami Marine Stadium and its surrounding Biscayne Bay basin and uplands ,(collectively, "Stadium") as a recreational and cultural site, in the City; and WHEREAS, the Stadium is part of the Virginia Key Master Plan, which was approved by the City Commission in July 2010 as the successful culmination of a five year master planning process; and WHEREAS, in order to Implement the Master Plan vision for the Stadium, further evaluation and analysis of specific and detailed developmental and operational programs is required; and WHEREAS, the City Manager desires to create a Steering Committee for the Stadium to advise the City Manager, MSEA and Friends and to assist Friends to identify, in a holistic manner, the uses in and around the Stadium that, overtime, can maximize the public utilization of the Stadium, and, at the same time, appropriately maximize the economic benefit of the redevelopment of this public area for the City and its residents; and WHEREAS, the initial evaluation area for the Steering Committee will encompass the following areas indicated in Exhibit "A" entitled Miami Marine Park Proposal (from the Virginia Key Master Plan, approved by the City Commission on July 2010) attached and incorporated hereto: area 15 - the Marine Exhibition Center, area 16 - the Stadium, area 17 - the Marine Stadium entrance plaza and area 19 -' the open green field. However, The Steering Committee shall provide a report of its findings to the City Manager and the MSEA Board. The MSEA Board shall confirm and approve the area around the Stadium 'that is needed to generate sufficient revenue for the viable operation of the Stadiuni . evaluation area, for purposes of this MOU, not more than s'ix'(6) months following the Effective Date of this MOU. The MSEA Board-confirmed evaluation area (collectively, "Stadium Premises") shall be reserved for the future operations of the Marine Stadium; and WHEREAS, the rehabilitation of the Stadium and redevelopment of the Premises surrounding area requires major funding. Some funding sources.have been by Friends and additional sources have been identified by Friends; however, additional must be identified to create a financially realizable Project, as defined below, with business plan that can ensure the success of the Project well into the future; and Stadium secured sources a sound

WHEREAS, Friends of Miami Marine Stadium, Inc., a 501 (c) (3) nonprofit corporation, is a Florida not-for-profit corporation, whose purpose is the preservation of the Stadium and its restoration to useful public operation without requiring City financial subsidy. Friends is the only' . Pape 1 of 6

entity which has, since the Stadium was closed in 1992, organized and raised funds to preserve the Stadium. Through Friends' efforts, in consultation with the City, local citizens,planning and advocacy groups over the past several years, the cohesive Master Plan was developed for Virginia Key and funding sources mentioned above have been identified and vetted. Because of its substantial contributions and efforts to date, Friends is .designated as the entity that is entitled and responsible to work, with the assistance guidanoe of the Steering Committee, to further identify funding sources for the renovation and operation of the Stadium; and WHEREAS, the City desires to enter into a Public-Private Partnership with MSEA and Friends for a two year evaluation period in order to identify the viable renovation and operational options for the Stadium Premises and, thereafter, to secure these; and WHEREAS, the Stadium, the Biscayne Bay basin area, and the Virginia Key Master Plan area have from time to time previously have benefitted from governmental funding for improvements, renovations, construction, installations, and other public projects derived from City issued bonds and other governmental bond, loan, and grant programs; and WHEREAS, the Internal Revenue Service Code of 1986, as amended, provides for certain guidelines and requirements for third-party entity agreements to lease, manage, operate, and otherwise use bond-financed facilities, and compliance with such federal requirements requires an approving opinion of Bond Counsel; and WHEREAS, all agreements including, but not limited to this MOU, among the City, MSEA, and Friends, must comply with the continuing compliance requirements of such governmental bond, loan, and grant programs. NOW THEREFORE, the Parties are entering into this MOU in order to: establish the Steering Committee; establish the authority and responsibility of Friends to identify funding sources for the renovation and operation of the Stadium Premises; and authorize and direct Friends to identify and evaluate renovation and operation options for the Stadium Premises (collectively, "Stadium Project or Project") for a two year period. 1. The recitals set forth above are incorporated herein. 2. The following Exhibits, which form a part of this MOU and are to be incorporated herein, are attached: Exhibit A Stadium Project Area

3. The Steering Committee for the Stadium Project will consist of a thirteen tweJ.v.e (jd4-2) member task force to assist Friends in its evaluations needed for all aspects of the Stadium Project. The Steering Committee will serve for a designated period of two (2) years from the Effective Date of this MOU and assist Friends to develop a viable restoration and operating plan. When the Steering Committee advises the City Manager that Friends has developed a viable restoration arid operating plan, the City Manager shall have Friends and shall present such plan before the MSEA Board and the City Commission. so that After consideration, the MSEA Board and the City Commission shallcaa determine whether Friends has raised sufficient funds for the restoration of the Stadium and developed a viable operating plan for the Stadium Premises. that will allow the Projeot to. oontinue as oOAceptualized. The Steering Committee shall serve with no compensation and Florida Sunshine laws will fully apply. Page 2 of 6

4.

Except for the two (2) members .designated below, the. members Committee shall be designated by the City Manager as follows: • The Chair of the Steering Committee Miami Planning Department; and

of the

Steering

who shall be the Director

of the City of

• •

Three (3) members of Friends of Miami Marine Stadium, Inc.; and Two (2) community members community projects; and with experience in development of comparable

One (1) educational member from among: National Oceanic & Atmospheric Administration, University of Miami Rosenstiel School of Medicine, or Maritime and Science Technology Academy; and One (1) commercial Seaquarium; and member from among: Marine Industry, restaurants, or the

One (1) nonprofit advocacy. member from among: Urban Environment League of Miami, Tropical Audubon, Friends of Virginia Key, Miami Neighborhoods United, Urban Paradise, or the Sierra Club; and One (1) community member, selected in consultation with the public; and

• • •

One (1) member from the

pade

Heritage Trust: and

Two (2) MSEA Board Members to be selected and appointed by the MSEA Board; this selection shall not require any further approval.or confirmation.

5.

In addition, Friends and the Steering Committee shall have. the assistance of the Assistant City Manager/Chief of Infrastructure .and additional staff as the City Manager deems appropriate.

6. As part of a viable operational plan, .J.:f for-profit operators and businesses may need to be afe· involved with the development of that part of the Stadium Premises. leGated 'lIcst of the Stadium struoturs, It may then be necessary to issue various solicitations to insure transparency and create an atmosphere of competition for·inclusion in this aspeot of tho Stadium Project r.enovation. The Steering Committee shall assist Friends in the development of a strategic plan for these for-profit operators and businesses that complement each other and the operation and maintenance of the Stadium Premises, and that which will help ensure the viability of both the Project and the maintenance of the Stadium Premises, in accordance with the vision of the Virginia Key Master Plan, as approved by the City Commission on July 2010. 7. Friends agrees that its fundraising activities will be limited to the purposes of this MOU. Friends will deliver to the Steering Committee simple monthly financial statements showing:. opening balance; new revenue per Friends' categorization; expenditures ·per Friends' categorization; ~nd closing balance. .. Page 3 of 6

8. The City, MSEA and Friends each agree and understand that any proposed renovation or operational options which the Steering Committee identifies shall be in compliance with deed restrictions, governmental funding requirements and the requirements of the Internal Revenue Code of 1986, as amended" in connection with uses, operation, management and all other activities at the Stadium. All proposed or recommended agreements related to the uses and activities at the Stadium Premises and all surrounding areas shall be subject to review by the City Attorney and Bond Counsel for proper compliance requirements. 9. Nothing in this MOU, express or implied, is intended to: (a) confer upon any entity or person, other than the expressed parties herein, any rights or remedies under or by reason of this MOU as a third-party beneficiary, or otherwise; or (b) authorize anyone not a party to this MOU to maintain an action pursuant to or based upon this MOU. 10. Any notice provided pursuant to the terms and provisions hereof shall be deemed to be delivered when sent by hand delivery, delivery service or by certified mail, return receipt requested, postage prepaid and received by the addressee. Notices shall be sent to: If to the CITY: City Manager City of Miami Miami Riverside Center 444 S.W. 2nd Avenue io" floor Miami, Florida 33130 City Attorney's Office City of Miami Miami Riverside Center 444 S.W. 2nd Avenue 9th floor Miami, Florida 33130 Executive Director' City of Miami 3500 Pan American Drive Miami, Florida 33133 City Attorney's Office City of Miami Miami Riverside Center 444 S.W. 2nd Avenue' 9th floor Miami, Florida 33130 Don Worth, Co-Chairman 1390 Ocean Drive, No. 207 Miami Beach, Florida 33139 Jorge Hernandez 337 Palermo Avenue Page 4 of 6

With a copy to:

If to MSEA:

With a copy to:

If to Friends:

With a copy to:

Coral Gables, Florida

33134

Lynn B. Lewis, Esq. Lynn B. Lewis, P.A. 501 Brickell Key Drive, Suite 505 Miami, Florida 33131

11. This MOU was developed

jointly by the City, MSEA and Friends, and the parties acknowledge that they will work together to realize the goals and objectives articulated in this document. .

Page 5 of 6

IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their respective and duly authorized officers the day and year first above written. Friends of Miami Marine Stadium, Inc., a not-for-profit corporation ATTEST: By: Name: Title: MIAMI SPORTS AND EXHIBITION AUTHORITY, an independent and autonomous agency and instrumentality of the City of Miami, ATTEST: By: __ ~~~ __ ~~~ ___ Kirk Menendez, Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: Calvin Ellis Risk Management Director __

Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney

ATTEST:

CITY OF MIAMI, a Florida municipal corporation

Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Julie O. Bru City Attorney

By: __ ~~ __ ~~ __ ~~~ _ Johnny Martinez, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Calvin Ellis Risk Management Director

Page 6 of 6

City of Miami
Legislation
Resolution
File Number: 12-00012

City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com

Final Action Date:

A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF . UNDERSTANDING, IN SUBSTANTIALLY THE ATTACHED FORM, AMONG THE CITY OF MIAMI ("CITY"), THE MIAMI SPORTS AND EXHIBITION AUTHORITY AND THE FRIENDS OF MIAMI MARINE STADIUM, INC., A 501 (C) 3 NON-PROFIT CORPORATION, ESTABLISHING THE CITY'S PARTICIPATION IN A PUBLIC-PRIVATE PARTNERSHIP IN ORDER TO PLAN AND APPLY FOR GRANTS AND FUNDING FOR THE RESTORATION OF THE STADIUM, AND DEVELOP AN OPERATING PLAN FOR THE OVERALL DEVELOPMENT AND PUBLIC USE OF THE MIAMI MARINE STADIUM TO BE REDEVELOPED ON VIRGINIA KEY, MIAMI, FLORIDA; FURTHER TO PROVIDE FOR COMPLIANCE WITH REQUIREMENTS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, ·AND ALL OTHER APPLICABLE DEED RESTRICTIONS AND GOVERNMENTAL FUNDING PROGRAMS.

WHEREAS, there is a strong movement to rehabilitate the Miami Marine Stadium and its surrounding Biscayne Bay basin and uplands (collectively "Stadium") as a recreational and cultural site in the City of Miami ("City"); and WHEREAS, the City, the Miami Sports and Exhibition Authority ("MSEA") and the Friends of Miami Marine Stadium, Inc., a 501 (.c)3non-profit.corporation (."Friends") will work in a public-private partnership to implement the restoration and public use of the Stadium; and WHEREAS, the City seeks to work with MSEA and Friends for a period of two (2) years from the Effective Date of the Memorandum of Understanding ("MOU"), during which time Friends, in consultation with the Steering Committee, as defined below, will plan and apply for grants and funding for the restoration of the Stadium, and develop an operating plan for the overall development and public use of the Stadium as provided in the Miami Marine Park portion of the Virginia Key Master Plan, approved by the City Commission in July, 2010 (the "Public-Private Partnership"); and WHEREAS, the City intends to form a Steering Committee ("Committee") for the Stadium to advise the City Manager as to the direction to be taken with regard to the various elements of the Virginia Key Master Plan and Miami Marine Park; and WHEREAS, the Committee shall further advise MSEA and Friends and is to be tasked with the objectives of assisting Friends to identify, in a holistic manner, the uses that over time can maximize the utilization of the Stadium and, at the same time, appropriately maximize the economic benefit of the redevelopment of this public area for the City and its residents; and WHEREAS, the City is providing assistance to the Committee as detailed in the attached MOU, for
City of Miami Pagelof3 File Id: 12-00012 Wel'siol1:
3)

Printed On: 1/3112012

File Number: 12-00012

purposes of furthering the Public-Private Partnership; and WHEREAS, the Committee for the Stadium will consist of a twelve (12) member task force led by the City's Planning Director to assist and advise Friends as to Friends' conduct of the evaluations needed for all aspects of the Stadium Project, asdefined in the MOU; and
-,

WHEREAS, the Committee members will develop a viable operating plan for the restoration of the Stadium within the two (2) year period stated above. Furthermore, the Steering Committee shall serve with no compensation and Florida Sunshine laws will fully apply to the Committee; and WHEREAS, the initial evaluation area for the Steering Committee will encompass the following areas indicated in Exhibit "A" entitled Miami Marine Park Proposal (from the Virginia Key Master Plan, approved by the City Commission on July, 2010) attached and incorporated hereto: area 15 - the Marine Exhibition Center, area 16 - the Stadium, area 17 - the Marine Stadium entrance plaza and area 19 - the open green field. However, the MSEA Board shall confirm and approve the evaluation area, for purposes of the MOU, not more than six (6) months following the Effective Date of the MOU. The MSEA Board-confirmed evaluation area (collectively, "Stadium Premises") shall be reserved for the future operations of the Marine Stadium; and WHEREAS, the City, MSEA, and Friends, in the Public-Private Partnership working through the Committee, grants to Friends, for a period of two (2) years from the Effective Date of the MOU, the sole and exclusive rights and responsibilities to develop an operating plan and raise funds for the renovation of the Stadium; and WHEREAS, the City Commission desires to ratify, consent to, and approve the City's participation in the Public-Private Partnership and execution of the MOU; and WHEREAS, the Stadium, the Biscayne Bay basin area, and the Virginia Key Master Plan area' have from time to time previously have benefitted from governmental funding for improvements, renovations, construction, installations, and other public projects derived from City issued bonds and other governmental bond, loan, and grant programs; and .. WHEREAS,the Internal Revenue.Service Code of 1986, as.amended, .provides for certain guidelines and requirements for third-party entity agreements to lease, manage, operate, and otherwise use bond-financed facilities, and compliance with such federal requirements requires an approving opinion of Bond Counsel; and WHEREAS, all agreements, including but not limited to the MOU, among the City, MSEA, and Friends, must comply with the continuing compliance requirements of such governmental bond, loan, and grant programs, until all such funds are fully repaid; NOW, THEREFORE, FLORIDA: BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,

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. The City Manager is authorized {1} to execute a Memorandum of Understanding, substantially the attached form, among the City, MSEA and Friends, establishing the City's in

City of Miami

Page 2 of3

File Id: 12-00012 (Version: 3) Printed Oil: 113112012

File Number: 12-00012

participation in a public-private partnership in order for Friends, in consultation with the Committee, to plan and apply for grants and funding for the restoration of the Stadium, and develop an operating plan for the overall development and public use of the Stadium Premises to be redeveloped on Virginia Key, Miami, Florida and to provide for compliance with the requirements of the Internal Revenue Code of 1986, as amended, and all other applicable deed restrictions and governmental funding programs. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2}

APPROVED A:::ZM

AND CORRECTNESS:

JULIE O. BRU CITY ATTORNEY

~'r\

(I l

Footnotes:

{1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission.

City of Miami

Page 3 of3

File Id: 12-00012 (Version: 3) Printed On: 113112012

MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU")· is entered into this day of _____ , 2012 ("Effective Date"), by and between the City of Miami ("City") located at 3500 Pan American Drive, Miami, FL 33133, the Miami Sports and Exhibition Authority ("MSEA") located at 3500 Pan American Drive, Miami, FL 33133 and Friends of Miami Marine' Stadium, Inc. ("Friends") located at 1390 Ocean Drive, No. 207, Miami Beach, Florida 33139 for the evaluation of renovation and operation options for the Miami Marine Stadium. RECITALS WHEREAS, there isa strong movement to rehabilitate the Miami Marine Stadium and its surrounding Biscayne Bay basin and uplands (collectively, "Stadium") as a recreational and cultural site in the City; and WHEREAS; the Stadium is part of the Virginia Key Master Plan, which was approved by the City Commission in July 2010 as the successful culmination of a five year master planning process; and WHEREAS, in order to implement the Master Plan vision for the Stadium, further evaluation and analysis of specific and detailed developmental and operational programs is required; and WHEREAS, the City Manager desires to create a Steering Committee for the Stadium to advise the City Manager, MSEA and Friends and to assist Friends to identify, in a holistic manner, the uses that, over time, can maximize the public utilization of the Stadium and, at the same time, appropriately maximize the economic benefit of the redevelopment of this public area for the City and its residents; and WHEREAS, the initial evaluation area for. the Steering Committee will encompass the following areas indicated in Exhibit "A" entitled Miami Marine Park Proposal (from the Virginia Key Master Plan, approved by the City Commission on July 2010) attached and incorporated hereto: area 15 - the Marine Exhibition Center, area 16 - the Stadium, area 17 - the Marine Stadium entrance plaza and area 19 - the open green field. However, the MSEA Board shall confirm and approve the evaluation area, for purposes of this MOU, not more than six (6) months following the Effective Date of this MOU. The MSEA Board-confirmed evaluation area (collectively, "Stadium Premises") shall be reserved for the future operations of the Marine Stadium; and WHEREAS, the rehabilitation of the Stadium and redevelopment of the surrounding area requires major funding. Some funding sources have been secured by Friends and additional sources have been identified by Friends; however, additional sources must be identified to create a financially realizable Project, as defined below, with a sound business plan that can ensure the success of the Project well into the future; and WHEREAS, Friends of Miami Marine Stadium, Inc., a 501(c) (3) nonprofit corporation, is a Florida not-for-profit corporation, whose purpose is the preservation of the Stadium and its restoration to useful public operation without requiring City financial subsidy. Friends is the only entity which has, since the Stadium was closed in 1992, organized and raised funds to preserve the Stadium. Through Friends' efforts, in consultation with the City, local citizens, planning and page 1 of 5

advocacy groups over the past several years, the cohesive Master Plan was developed for Virginia Key and funding sources mentioned above have been identified and vetted. Because of its substantial contributions and efforts to date, Friends is designated as the entity that is entitled and responsible to work, with the guidance of the Steering Committee, to further identify funding sources for the renovation and operation of the Stadium; and WHEREAS, the City. desires to enter into a Public-Private Partnership with MSEA and Friends in order to identify the renovation and operational options for the Stadium and, thereafter, to secure these; and WHEREAS, the Stadium, the Biscayne Bay basin area, and the Virginia Key Master Plan area have from time to time previously have benefitted from governmental funding for improvements, renovations, construction, installations, and other public projects derived from City issued bonds and other governmental bond.Ioan, and grant programs; and WHEREAS, the Internal Revenue Service Code of 1986, as amended, provides for certain guidelines and requirements for third-party entity agreements to lease, manage, operate, and otherwise use bond-financed facilities, and compliance with such federal requirements requires an approving opinion of Bond Counsel; and WHEREAS, all agreements including, but not limited to this MOU, among the City, MSEA, and Friends, must comply with the continuing compliance requirements of such governmental bond, loan, and grant programs. NOW THEREFORE, the Parties are entering into this MOU in order to: establish the Steering Committee; establish the authority and responsibility of Friends to identify funding sources for the renovation and operation of the Stadium; and authorize and direct Friends to identify and evaluate renovation and operation options for the Stadium Premises (collectively, "Stadium Project or Project"). . 1. The recitals set forth above are incorporated herein. 2. The following Exhibits, which form a part of this MOU and are to be incorporated are attached: Exhibit A Stadium Project Area herein,

3. The Steering Committee for the Stadium Project will consist of a twelve (12) member task force to assist Friends in its evaluations needed for all aspects of the Project. The Steering Committee will serve for a designated period of two (2) years from the Effective Date of this MOU and develop a viable operating plan; and shall present such plan before the MSEA Board so that the MSEA Board can determine whether Friends has raised sufficient funds for the restoration of the Stadium and developed an operating plan that will allow the Project to continue as conceptualized. The Steering Committee shall serve with no compensation and Florida Sunshine laws will fully apply. 4. Except for the two (2) members designated below, the members Committee shall be designated by the City Manager as follows: • of the Steering

The Chair of the Steering Committee who shall be the Director of the City of Miami Planning Department; and Page 2 of 5

o

Three (3) members of Friends of Miami Marine Stadium, Inc.; and Two' (2) community members with experience community projects; and in development of comparable

One (1) educational member from among: National Oceanic & Atmospheric Administration, University of Miami Rosenstiel School of Medicine, or Maritime and Science Technology Academy; and One (1) commercial Seaquarium; and member from among: Marine Industry, restaurants, or the

o

o

One (1) nonprofit advocacy member from among: Urban Environment League of Miami, Tropical Audubon, Friends of Virginia Key, Miami Neighborhoods United, Urban Paradise, or the Sierra Club; and One (1) community member, selected in consultation with the public; and Two (2) MSEA Board Members to be selected and appointed by the MSEA Board; this selection shall not require any further approval or confirmation.

• •

5. In addition, Friends and the Steering Committee shall have the assistance of the Assistant City Manager/Chief of Infrastructure and additional staff as the City Manager deems appropriate. 6. If for-profit operators and businesses are involved with the development of that part of the Stadium Premises located west of the Stadium structure, it may be necessary to issue various solicitations to insure transparency and create an atmosphere of competition for inclusion in this aspect of the Stadium Project renovation. The Steering Committee shall-assist Friends in the development of a strategic plan for these for-profit operators and businesses that complement each other and the operation and maintenance of the Stadium Premises, and that will help ensure the viability of both the Project and the maintenance of the Stadium Premises, in accordance with the vision of the Virginia Key Master Plan, as approved by the City Commission on July 2010. 7. The City, MSEA and Friends each agree and understand that any proposed renovation or operational options which the Steering Committee identifies shall be in compliance with deed restrictions, governmental funding requirements and the requirements of the Internal Revenue Code of 1986, as amended, in connection with uses, operation, management and all other activities at the Stadium. All proposed or recommended agreements related to the uses and activities at the Stadium Premises and all surrounding areas shall be subject to review by the City Attorney and Bond Counsel for propercompliance requirements. 8. Nothing in this MOU, express or implied, is intended to: (a) confer upon any entity or person, other than the expressed parties herein, any rights or remedies under or by reason of this MOU' as a third-party beneficiary, or otherwise; or (b) authorize anyone not a party to this MOU to maintain an action pursuant to or based upon'-this.MOU. Page 3 of 5

9. Any notice provided pursuant to the terms and provisions hereof shall be deemed to be delivered when sent by hand delivery, delivery service or by certified mail, return receipt requested, postage prepaid and receiveoby the addressee. Notices shall be sent to: If to the CITY: City Manager City of Miami Miami Riverside Center 444 S.W. Avenue th 10 floor Miami, Florida 33130

z=

With a copy to:

City Attorney's Office City of Miami Miami Riverside Center' 444 S.W. 2nd Avenue 9th floor Miami, Florida 33130 Executive Director City of Miami 3500 Pan American Drive Miami, Florida 33133 City Attorney's Office City of Miami Miami Riverside Center 444 S.W. 2nd Avenue th 9 floor Miami, Florida 33130 Don .Worth, Co-Chairman 1390 Ocean Drive, No. 207 Miami Beach, Florida 33139 Jorge Hernandez 337 Palermo Avenue Coral Gables, Florida 33134 Lynn B. Lewis, Esq. Lynn B. Lewis, P.A. 501 Brickell Key Drive, Suite 505 Miami, Florida 33131

If to MSEA:

With a copy to:

If to Friends:

With a copy to:

10. This MOU was developed jointly by the City, MSEA and Friends, and the parties
acknowledge that they will work together to realize the goals and objectives articulated in this document,

IN WITNESS WHEREOF, the parties have caused this MOU to.be.executed , and duly authorized officers the day and year first above written.

by their respective

"

Page 4 of 5

Friends of Miami Marine Stadium, corporation ATTEST: By: Name: Title:

Inc., a not-for-profit

_

MIAMI SPORTS AND EXHIBITION AUTHORITY, an independent and autonomous agency and instrumentality of the City of Miami, . ATTEST: By: Priscilla A. Thompson, City Clerk __ Kirk Menendez, Executive Director

APPROVED AS TO FORM AND CORRECTNESS:

APPROVED AS TO INSURANCE REQUIREMENTS:

Julie O. Bru City Attorney

Calvin Ellis Risk Management Director

ATTEST:

CITY OF MIAMI, a Florida municipal corporation

Priscilla A. Thompson, City Clerk

By: __ ~~--~--.--~~~-----Johnny Martinez, City Manager

APPROVED AS TO FORM AND CORRECTNESS:

APPROVED AS TO INSURANCE REQUIREMENTS:

Julie O. Bru City Attorney

Calvin Ellis Risk Management Director

Page 5 of 5

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