HomeMy WebLinkAboutExhibit 1FT
EXTENSION AND AMENDMENT
BY AND BETWEEN
CITY OF MIAMI
AND
ECOMEDIA, LLC
AS SUCCESSOR BY NAME CHANGE TO ADOPT -A -WATERWAY, LLC
This EXTENSION AND AMENDMENT, made and entered into this day of
, 2008, by and between the City of Miami, Florida, a municipal corporation
organized and existing under the Laws of the State of Florida ("City"), and EcoMedia, LLC, a
California Limited Liability Company as successor by name change ("EcoMedia") to Adopt -A -
Waterway, LLC, a California Limited Liability Company ("Adopt -A -Waterway").
WITNESSETH
WHEREAS, on June 25, 2003, the Miami City Commission adopted Resolution No. 03-
726 (attached hereto and made a part hereof as Exhibit A) to enter into a professional services
agreement with Adopt -A -Waterway, LLC, a California limited liability company ("Adopt -A -
Waterway"), in order to implement the proprietary Adopt -A -Waterway Program within the City
of Miami (the "City"); and
WHEREAS, Adopt -A -Waterway and City entered into such Professional Services
Agreement effective as of December 19, 2003 for an initial five (5) year period (the
"Agreement") (attached hereto and made a part hereof as Exhibit B); and
WHEREAS, on May 11, 2006, Adopt -A -Waterway changed its name to EcoMedia, LLC,
a California limited liability company ("EcoMedia") and has provided. City with evidence from
the State of California, Office of Secretary of State, of such name change as attached hereto and
made a part hereof as Exhibit C, and otherwise, the principals of Adopt -A -Waterway and of
EcoMedia are and have remained the same; and
WHEREAS, although the Agreement provides that the City Manager has one option to
extend the term of the Agreement for an additional five (5) years without further approval of the
City Commission, the City Manager believes that it is in the best interest of the City at this time
to instead enter into an extension and amendment for ninety (90) days to the existing Agreement
with Adopt -A -Waterway through its successor by name change EcoMedia, with the option to
renew such Agreement thereafter on a month -to -month basis until the earlier of (1) an additional
ninety (90) days for a total of up to one hundred and eighty (180) days, or (2) until such time as
the City has selected one or more environmental sign programts)providert) pursuant to
requirements of the Code of the City of Miami, as amended (the "Code"); and
WHEREAS, the City Commission pursuant to Resolution No. adopted
(attached hereto and made a part hereof as Exhibit D) has authorized the City
Manager to enter into this Extension and Amendment subject to the terms and conditions set
forth in Resolution No. ; and
06-1411 DRAFT EXTENSION AND AMENDMENT
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WHEREAS, Board of of EcoMedia pursuant to Resolution No. adopted
(attached hereto and made a part hereof as Exhibit E) has authorized EcoMedia's
to execute this
Extension and Amendment on the temis and conditions set forth herein and EcoMedia has
updated the insurance coverages as required by the Agreement (attached hereto and made a part
hereof as Exhibit F).
NOW, THEREFORE, for and in consideration of the express grant by the City of the
extension and amendment of the Agreement upon the terms and conditions set forth herein, the
parties agree to this EXTENSION AND AMENDMENT as follows:
Section 1. Section 3 of the Agreement (Option to Extend) is hereby amended so that the
original term of the Agreement is extended for ninety (90) days from December 18, 2008, with
the option to renew such Agreement thereafter on a month -to -month basis until the earlier of (1)
an additional ninety (90) days for a total of up to one hundred and eighty (180) days, or (2) until
such time as the City has selected one or more environmental sign program providers pursuant to
requirements of the Code of the City of Miami, as amended.
Section 2. The Agreement is hereby further amended so that all references to Adopt -A -
Waterway now refer in their entirety to EcoMedia.
Section 3. The parties agree that all other provisions of the Agreement shall remain the same
in full force and effect and unchanged, except as amended by this Extension and Amendment.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed
the day and year first above written.
ATTEST: Ecomedia LLC, A California
Limited Liability Company
• By: By:
Name: Name:
Title: Title:
ATTEST:
THE CITY OF MIAMI, a
municipal corporation of the
State of Florida
By: By:
Priscilla A. Thompson Pedro G. Hernandez
City Clerk City Manager
06-1411 DRAFT EXTENSION AND AMENDMENT
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Approved by the Department:
By:
Stephanie N. Grindell, Director
Public Works Department
Approved as to Form and
Correctness:
By:
Julie O. Bru
City Attorney
b0E-T
Approved by the Department:
By:
Robert Ruano, Director
Sustainable Initiatives Department
Approved as to Insurance Requirements:
By:
LeeAnn Brehm
Risk Management Director
Attachments: Afl o bpP..okftddu�4OC`'-41V'`t'QA4
aCISLe
Exhibit A — City Resolution No. 03-726, adopted June 25, 2003
Exhibit B — Professional Services Agreement, effective as of December 18, 2003
Between City of Miami and Adopt -A -Waterway, LLC
Exhibit C — Evidence from State of California, Secretary of State, of name change from
Adopt -A -Waterway, LLC to EcoMedia, LLC
Exhibit D — City Resolution No. 08- , adopted , 2008
Exhibit E — EcoMedia's limited liability company authorizing resolution
Exhibit F — Updated Insurance Requirements for EcoMedia from Risk Management
06-1411 DRAFT EXTENSION AND AMENDMENT