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HomeMy WebLinkAboutExhibit 1FOURTH AMENDMENT TO OPERATING AGREEMENT FOR WATSON ISLAND PARKING OPERATIONS THIS FOURTH AMENDMENT TO OPERATING AGREEME14T FOR WATSON ISLAND PARKING OPERATION (the "Fourth Amendment") is entered into as of the day of , 2005, 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. 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 "Agreement"); B. DOSP and The City of Miami entered into an Amended and Restated Operating Agreement for Watson Island Parking Operations dated September 9, 2003, (the "Amendment"); C. DOSP and the City of Miami entered into an Second Amendment to Operating Agreement for Watson Island Parking Operations dated May 26, 2005, (the "Third Amendment"); D.DOSP and the City of Miami entered into a Third Amendment to Operating Agreement for Watson Island Parking Operations dated June 1, 2004, (the "Third Amendment"); E. DOSP and the City desire to amend the Agreement and the Amendment 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. 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; end FDEP, and DEP Grants and City of Miami Capital Improvement Program as follows. 2. 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 $50,000 from the funds it received from DEP Grant and $95,000 from the City of Miami's Capital Improvement Funds, Project 311047, only for the purpose of funding the construction of the Parking Facilities. The 144- dila-70 FIND Agreement is attached hereto as Exhibit F, -acid the FDEP Agreement is attached hereto as Exhibit I, and the DEP Agreement -is attached hereto as Exhibit K and 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, and Exhibit Lwhich is incorporated by reference and made a part of this Agreement. 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 X44 $495,000, 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, -ate FDEP and DEP Grant Funds specified in the FIND, --and FDEP and DEP Grant Agreement. in addition, subject to the provisions of Section I 1 of this Agreement, DOSP 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. 4. Section 6 of the Agreement is hereby amended to read as follows: (F) DOSP acknowledges and understands that the City has entered into an agreement with DEP for the DEP Grant Funds and that the City is liable to DEP pursuant to the terms and conditions of the DEP Agreement,_ attached hereto as Exhibit K, particularly 'as to construction and maintenance of the Parking Facilities in accordance with DEP's terms and conditions. As a result DOSP hereby agrees to comply with all of the terms and conditions of the DEP A reement including the contribution of the $50,000 match and DOSP warrants covenants and agrees to comply with DEP's rules regulations and guidelines under the DEP Agreernent-12articularly regarding the use of funds and the construction and maintenance of the Parkin Facilities. In addition DOSP alarees. to indemnify, defend and hold harmless the Indemnities and each of them from and against all Liabilities arising -out of resultiniz from or in connection with DOSP's failure to comply with the terms and conditions contained in the DEP Grant Agreement. a. Section 7 of the Agreement 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 and Exhibit L. 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) Except as amended herein, all of the terms and provisions of the Amended and Restated Operating Agreement for Watson Island Parking Operations 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 FORM AND CORRECTNESS: Jorge L. Fernandez City Attorney ATTEST: Print Name: Print Title: «city9l CITY OF MIAMI, a municipal corporation By: Joe Arriola City Manager "DOSP" Department of Off -Street Parking Rv- Arthur Noriega, V Executive Director APPROVED AS TO INSURANCE REQUIREMENTS Dania F. Carillo, Administrator Risk Management