HomeMy WebLinkAboutsecond amendmentSECOND AMENDMENT TO OPERATING AGREEMENT FOR WATSON ISLAND
PARKING QPERATIONS
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
("DOSE'"), an agency and instrumentality of the City of Miami, whose principal office is at 190
N.E. 3`a Street, Miami, Florida, 33132.
RLECITALS
A. DOSP 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. DOSP 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 ) standard automobiles and shall be constructed in
accordance with the Site Plan attached as Exhibit A. Upon completion of
the Avialion Visitor Center or at such time is parking demand warrants
ninetyitio
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
Words and/or figures stricken through shall be deleted. Underscored words and/or figures shalt be added. The
remaining provisions are now in effect and remain unchanged, Asterisks indicated omitted and unchanged material.
Transportation (FOOT) 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 g
ptorage area. and the *walk 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 do assist with the development of the Parking Facilities, the City
shall make available funds from the FIND and FDEP GrantA jty of
Miami Capital Improvement Program as follows:
5. Section 6(B)(I) 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
Gcarlt and $50.000 from ahc City of Miami's_C pital Improvement Funds,
Project 311047, only for the purpose of funding the construction of the
Parking Facilities. The FIND Agreement is attached hereto as Exhibit F nl
the FDEP Agreement is attached hereto as Exhibit (, and is are incorporated
and made a part of this Agreement. DOS? 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 $-139,088;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 anc, 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. DOSP 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) RQSP acknowledges and understands that the Cry has entered into an
agreement withFDEP for the FDEP Grant Funds undihat the City i liable to
FDEP pursuant to the terms and conditions of the FDEP Agreement. at#gctigd
hereto _as_ Exhibit L particularly as to construction and maintenance of the
Parking Facilities agcordance with FDBP'a terms and conditions. As 4
milt. DOS? hereby agrees to eomoly with all of the terms and conditions of
the FDEP Agreement and DOS? warrants. covenants and 4grees to comply
with ?ESP's rules. regulations and ;sidelines under the1EDP Agreement,
p@r#icularly regarding the like 4f hands_ 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 obtlined in Exhibit G and FKhibit 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 he 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
"DOS?"
Department of Off -Street Parking
By: By:
Print Name and Title: Arthur Noriega, V, Executive Director
-r,
Exhibit 1-1
Terms and Conditions of Financing
I. Pursuant to the FDEP Agreement Amendment executed as of August 11. 2003, the time
to complete the project at submit all reimbursement information is August 11 2006,
/ The funds are being made available fromAhe FDEP Agreement are subject to the team
and conditions that are contained ip the FDEP Agreement. and any amendment thereto,
Project Costs must be incurrce jeximikaeLimediyakaheymige_sLaiLLAkfinAfo r'o s e
in jhe FDEP Agreement. which is August 11. 2006.. unless the period, is extended by
FDEP,
3. The City shall nay DOSP ona reimbursement basis otth. and only for those authorized
Project Costs. as identified in approved Pursuant to the FAB?. In orderfor the City to be
eligible for reimbursement under the FDEParant Agreement, such Proiect Costs must be
necessary and reasonable for the effective and efficient acoomnlishtnent of the Project
end must be directly elloegble thergto,
4. jtEIMB RUMENT PROCEDURES: DOS' shall submit its expenditures to the
Department of Economic Deyelepment_on_a form created bv that department. DOSP will
further submit a payment requisition signed and approved by the _contractor. the Architect
apj _DOSP to the City for payment._ Payment requisitions shall comply with all
requirements for disbursement as contained in the FDEP Cirant_Agreement and as may be
required by the City. Such requirements include. but are not limited to. a statement attic
fellowing: total project cost to date. change orders to date. the schedule of values
contained within the constnaction budget.' change orders to date. the amount of the
payment request. theachedule of values contained in the construction budget,allosation
of the work covered by the requisition among the scliexiute. of values. and balance to
cojriplete the construction of the Bervatk and Restroom facilities and all related support
facilities. The requisition for payment shall be accompanied by (i) lien waivers or
rticases from pny party with a right to file U lien agektl the improvements to the extent
tbQ claim was covered by a previous requisition. together with_such other lien weixers.
releases. or evidence of payment as the City may require: .and (ii) written certification
from the Architect that the information contained in the requisition for p: mills
Accurate. and that the work covered by the reouisition was completed in accordance with
the approved plan and suelLetlimslectimentationasmy be reasonably tecillirld by
the City. Upon approval of the requisition by the City. the Citv shall remit the funds to
DOS? and thereafter seek reimbursement from FDUP,
5. NONCOMPLIANCE — The City shall have theright to reimbursement. either in whole or
part as it, as it may determine, of the funds provided hereunder for noncompliance by
City or DOSP with env a the terms of the FDEP Grant Agreemeet. Upon notifieption
from the City, DOS? shall reimburse such Banda directly to the City. The provisions of
this paragraph shall survive_c_ompletion of construction of the Parking Facilities.
6. 1�QSP's LIAISON — DOSP shall appoint a liaison, why name and title shall be
ub itt�Lo the y, upon execution of the Amendment. to act on behalf of DQSP
relative to the provisions of this Agreement,
7. STATUS 1109R15 — DOSP's Liaison shall submit to she City Protectstatus reports
during _the construction of the Ramat. Rcstroom facilities and all other related
supported facilities ten_1101 days prior to the date that die City is required to suhlnit the
reports pursuant to the FDEP Grant Agreement,. The reports are to be on_ the forms
provided by the City's Department of Economic Deveip meat, Project design drawings,
engineering drawina& Radii copy of the Project bid award construction item cost 1istwill
be submitted as available. Photographs shall be submitted when_ap ropriate to reflept the
work accomplished. Non-mmuliance by DOSP with the Cortina requirements may
result in termination of this Agreement,
8. The Cityshall have the right to withhold aav payment hereunder either in whole or part,
for non-compliance with the terms of this .peement,
9. Payment shall he made within sixty (601 days after the Cites Department of Economic
Development receipt of DQSP's invoice. which shaft be accompanied by sufficient
au nortin documentation and contain s4} pie t detail, .io allow pro ep r audit of
expenditures. should City require one to be performed,
Exhibit I
yDEP GRANT
C'PO
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11111MMIll