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Home My WebLink Aboutexhibit 1- amendmentSECOND AMENDMENT TO OPERATING AGREEMENT FOR WATSON ISLAND PARKING OPERATIONS THIS SECOND AMENDMENT TO OPERATING AGREEMENT FOR WATSON ISLAND PARKING OPERATION (the "Second Amendment") is entered into as of the day of , 2004, by and between the CITY OF MIAMI, a municipal corporation in the State of Florida, having its offices at 3500 Pan American Drive, Miami, Florida 33133 (the "City") and the DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI ("DOSP"), an agency and instrumentality of the City of Miami, whose principal office is at 190 N.E. 3`d Street, Miami, Florida, 33132. RECITALS A. DOS? and the City executed an agreement on August 8, 2002, to design, construct, finance, operate, maintain, and manage two Parking Facilities on Watson Island (the "Original Agreement"); B. DOS? and the City entered into an Amended and Restated Operating Agreement for Watson Island Parking Operations dated September 9, 2003, (the "Agreement"); C. DOSP and the City desire to amend the original Agreement and the Agreement pursuant to the terms hereof. NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the City and DOSP hereby agree as follows: 1. The "Parking Facilities" definition of Section 2 of the Agreement is hereby amended to read as follows: "Parking Facilities" shall mean the two parking lots, restroom facilities, and baywalk(s)depicted in the Site Plan, attached hereto as Exhibits A and D. 2. The first paragraph of Section 4(A) of the Agreement is hereby amended to read as follows: (A) The south side lot ("South Side Lot") shall contain parking spaces for approximately 424 340 standard automobiles and shall be constructed in accordance with the Site Plan attached as Exhibit A. Upon completion of the Aviation Visitor Center or at such time as parking demand warrants same, DOSP shall construct approximately ninety (90) additional rkin spaces as per the Agreement. The South Side Lot shall be constructed on City -owned property legally described in Exhibit B. Additionally, DOSP shall construct surface parking only on the Florida Department of I Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicated omitted and unchanged material. • a Transportation .(FDOT) right-of-way which the City is leasing from FDOT, as more particularly described in Exhibit C ("FDOT Property"). DOSP hereby acknowledges that the FDOT Property can be utilized for parking purposes until such time as FDOT requires it for its own use. 3. The second paragraph of Section 4(B) if the Agreement is hereby amended to read as follows: (B) The Public Boat Ramp Lot shall contain parking spaces for 30 standard automobiles and 50 boat trailers, a restroom facility, which will include a storage area, and the baywalk and shall be constructed in accordance with the Site Plan attached hereto as Exhibit D. The Public Boat Ramp Lot shall be constructed on City -owned property legally described in Exhibit E. 4. Section 6(B) of the Agreement is hereby amended to read as follows: (B) In order to assist with the development of the Parking Facilities, the City shall make available funds from the FIND and FDEP Grants and City of Miami Capital Improvement Program as follows_ 5. Section 6(B)(1) of the Agreement is hereby amended to read as follows: (1) The City shall make available to DOSP $150,000 from the funds it received from the FIND Grant, $200,000 from the funds it received from the FDEP Grant and $50,000 from the City of Miami's Capital Improvement Funds, Project 311047, only for the purpose of funding the construction of the Parking Facilities. The FIND Agreement is attached hereto as Exhibit Fan the FDEP Agreement is attached hereto as Exhibit I, and is are incorporated and made a part of this Agreement. DOSP agrees to comply with the terms and conditions contained in Exhibit G, Exhibit H and Exhibit J, which is incorporated by reference and made a part of this Agreement. 6. Section 6(C) of the Agreement is hereby amended to read as follows: (C) The maximum amount that the City shall contribute toward the construction of the Parking Facilities shall be $ 150,000 $400,000. Conditions precedent for the City's financial support are: 1) that the Parking Facilities qualify for funding and 2) that the City receives the FIND and FDEP Grant Funds specified in the FIND and FDEP Grant Agreement. In addition, subject to the provisions of Section 11 of this Agreement, DOS? acknowledges and agrees that this will be the City's sole financial commitment toward the Parking Facilities. DOS? shall provide all additional funds necessary to complete the construction and maintenance of the Parking Facilities. 7. The following shall be inserted as Section 6(E) to the Amendment Section 6 of the Agreement is hereby amended to read as follows: (E) DQSP acknowledges and understands that the City has entered into an agreement with FDEP for the FDEP Grant Funds and that the City is liable to FDEP pursuant to the terms and conditions of the FDEP Agreement, attached hereto as Exhibit I, particularly as to construction and maintenance of the Parking, Facilities in accordance with FDEP's terms and conditions. As a result. DOS? hereby agrees to comply with all of the terms and conditions of the FDEP Agreement and DOSP warrants. covenants and agrees to comply with FDDP's rules. regulations and guidelines under the FEDP Agreement, particularly regarding the use of funds and the construction and maintenance of the Parking Facilities. In addition, DOS? agrees to indemnify, defend and hold harmless the Indemnities and each of them from and against all Liabilities arising out of, resulting from. or in connection with DOSP's failure to comply with the terms and conditions contained in the FDEP Grant Agreement. 8. Section 7 of the Agreement entitled "Reimbursement Procedures" is hereby amended to read as follows: (7) The City shall make available the Grant Funds on a reimbursement basis only. The City's reimbursement procedures are outlined in Exhibit G and Exhibit H. 9. The City and DOSP represent to each other as follows: (a) That each has, and has exercised, the applicable legal requirements necessary to adopt, execute and deliver this Amendment; and (b) This Amendment has been duly executed and delivered by each and constitutes a valid and binding obligation of each enforceable in accordance with its terms, conditions and provisions; and (c) The City specifically represents that the execution and delivery of this Amendment has been duly authorized and is in accordance with and pursuant to all applicable laws (including without limitation those of the City) and the Constitution of the State of Florida. (d) Entire Agreement provision except as amended herein, all of the terms and provisions of the Agreement for are ratified and reaffirmed and shall remain in full force and effect. IN WITNESS WHEREOF, the City has caused this Amendment to be executed in its name and on its behalf by the City Manager of the City of Miami, Florida, the City Clerk of the City of Miami, Florida, and DOSP as signed as of the date herein first above written. ATTEST: Priscilla A. Thompson City Clerk APPROVED AS TO RISK REQUIREMENTS Dania F. Carrillo, Administrator Risk Management Attest: "City„ CITY OF MIAMI, a municipal corporation By: Joe Arriola City Manager APPROVED AS TO FORM AND CORRECTNESS By: Alejandro Vilarello City Attorney "DOSP" Department of Off -Street Parking By: By: Print Name and Title: Arthur Noriega, V, Executive Director