HomeMy WebLinkAbout23305AGREEMENT INFORMATION
AGREEMENT NUMBER
23305
NAME/TYPE OF AGREEMENT
MIAMI PARKING AUTHORITY
DESCRIPTION
FIRST AMENDMENT TO MIAMI PARKING AUTHORITY
PARKING SERVICES MEMORANDUM OF UNDERSTANDING
BETWEEN
EFFECTIVE DATE
October 9, 2020
ATTESTED BY
NO SIGNATURE REQUIRED
ATTESTED DATE
NO SIGNATURE REQUIRED
DATE RECEIVED FROM
ISSUING DEPT.
10/15/2020
NOTE
MIAMI PARKING AUTHORITY
TO: Todd B. Hannon, City of Miami - City Clerk
FROM: Roland C. Galdos, Esq., Miami Parking Authority
SUBJECT: First Amendment to Miami Parking Authority Parking Services Memorandum of
Understanding between Miami Parking Authority and City of Miami
DATE: October 9, 2020
Enclosed please fmd attached the Fully Executed First Amendment to Miami Parking Authority
Parking Services Memorandum of Understanding between Miami Parking Authority and City of
Miami. Should you have any questions, please feel free to contact me at 305-373-6789 ext. 227.
40 NW 3rd St, Suite 1103
Miami FL 33128
miamiparking.com
T 305.373.6789
F 305.371.9451
FIRST AMENDMENT TO
MIAMI PARKING AUTHORITY PARKING SERVICES
MEMORANDUM OF UNDERSTANDING
THIS FIRST AMENDMENT TO PARKING SERVICES MEMORANDUM OF
UNDERSTANDING ("First Amendment") is made and entered into this q day of
(Dcii , 2020, (but effective as oC $p r q , 2020, "Effective Date") by and between
the Department of Off -Street Parking a/k/a Miami Parking Authority, an agency and
instrumentality of the City of Miami, principally located at 40 Northwest 3rd Avenue, Suite 1103,
Miami, Florida 33128. ("MPA"), and the City of Miami, a municipal corporation of the State of
Florida, located at 444 Southwest 2nd Avenue, Miami; Florida 33130 _("City"). The MPA and City
shall collectively be referred to as the "Parties", and each may individually be referred to as a
"Party".
RECITALS
WHEREAS, the City owns a parking lot adjacent to the Allapattah Branch Library located
at 1785 NW 35 Street, Miami, Florida, with a Miami -Dade County Folio No. 01-3127-009-0140
(a/k/a "Lot 40"), encompassing one hundred nine (109) parking spaces ("Parking Facility"); and
WHEREAS,since at least March 11, 1987, the MPA has provided Parking Services on
behalf of the City, to the benefit of the general public and adjacent commercial establishments;
and
WHEREAS, on February 28, 2020, the Parties entered into a Parking Services
Memorandum of Understanding ("MOU") to memorialize the continuation of Parking Services
from the MPA, on behalf of the City; and
WHEREAS, Section 13 allows the MOU to be amended in writing and signed by properly
authorized representatives of the Parties; and
WHEREAS, the Parties desire to amend the MOU to the extent necessary to continue to
accommodate the twenty (20) parking spaces required by the City for the approval of building
permits for the development of a medical arts building, owned and operated by Allapattah Medical
Pharmacy, Inc., memorialized in that certain Covenant Running with the Land recorded in the
public records of Miami -Dade County, Official Records Book 13126. at Page 369 (referred to
herein as the "Covenant"); a copy of which is attached hereto as "Exhibit A"; and
WHEREAS, in accordance with Section 13 of the MOU, the MPA desires to continue to
provide Parking Services to the City, pursuant to this First Amendment.
NOW THEREFORE, in consideration of the mutual terms and conditions setforth herein,
the Parties agree as follows:
First Amendment to MOU (RCG) Page 1 of 4
1. Recitals: The recitals are true and correct and are hereby incorporated into and made a
part of this First Amendment to the MOU. The MOU and all exhibits and attachments thereto are
hereby incorporated, made a part of this First Amendment, and attached hereto as "Exhibit B".
2. Amendment of Section 2 of the MOU: Section 2 of the MOU is hereby amended to
include the following subsection:
"2.1 Covenant Running with the Land. Notwithstanding the above provision, as it
pertains solely to Allapattah Medical Pharmacy Building, Inc., its heirs, executors, legal .
representatives, successors and assigns, in the event the MOU is terminated, expired or
cancelled, the provisions of the Covenant shall survive the termination, expiration or
cancellation of the MOU."
3. All other Sections of the MOU Remain in Full Force and Effect: The Parties
acknowledge and agree that all otherterms, conditions, representations, warranties, and covenants
of the MOU remain in full force and effect as amended and continued by this First Amendment,
including all attachments and exhibits to the MOU and this First Amendment, to form the entire
MOU. This instrument and its exhibits and attachments constitute the sole and only agreement of
the Parties relating to the subject matter hereof and correctly set forth the rights, duties, and
obligations of each to the other as of its date.
4. Should any provision, paragraph, sentence, word or phrase contained in this. First
Amendment be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word
or phrase shall be deemed modified to the extent necessary in order to conform with such
laws, or if not modifiable, then same shall be deemed severable, and in either event, the
remaining terms and provisions of this First Amendment shall remain unmodified and in full force
and effect or limitation of its use.
5. This First Amendment shall be governed by and construed in accordance with the laws of
the State of Florida. Venue in any proceedings between the Parties shall be in the Circuit Court of
the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, or the U.S. District Court
Southern District of Florida.
6. This First Amendment shall be binding upon the Parties hereto, their successors in interest,
heirs, executors, assigns, and personal representatives.
7. This First Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute one and the same First
First Amendment to MOU (RCG) Page 2 of 4
Amendment. The Parties shall be entitled to sign and transmit an electronic signature of this First
Amendment (whether by facsimile, PDF or other email transmission), which signature shall be
binding on the Party whose name is contained therein. Any Party providing an electronic signature
agrees to promptly execute and deliver to the other Party an original signed Agreement upon
request.
[The remainder of this page is intentionally left blank.]
First Amendment to MOU (RCG) Page 3 of 4
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.
ATTEST: City of Miami, a municipal corporation of the State
of Florida, "City":
Witness for the City:
By:
Print:
Title:
ez-
ATTEST:
By:
Print:
Title:
tilf
Sr S
S IE i• M ,mid
By:
Ar%i r Noriega, V
City Manager
Department of Off -Street Parking d/b/a Miami
Parking Authority, an agency and instrumentality of
the City of Miami, "MPA":
By:
Alejandra AQ'gudin
Chief Executive Officer
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS:
REQUIREMENTS:
By: Sw.ira.6 .L. e/6/o. By: r 1
VictoriAIendez Ann -Marie Sharpe,
City Attorney Risk Management Director
First Amendment to MOU (RCG) Page 4 of 4
Exhibit A
EXHIBIT
to eV'
1
MEF
,ar DEC 23 lee 13126 PC 369
COIlF3 = RUNNING WITH THE LAND •
This Covenant Running With The Land is made and executed by ALLA-
PALTAH MEDICAL PHARMACY BUILDING, INC., a Florida corporation. (herein-
after "Ailapattah") this r m' day of December, 1986.
SAS, Allapattah is the owner of the following described prop-
erty, to -wit:
Lots 114, 15, 16 and 17, of OOLONNA'S SUBDIVISION,
according to the Plat thereof, as recorded in Plat
Book 11, at Page 69, of the Public Records of Dade
County, Florida (hereinafter referred to as the
"Allapattah Property") and,
WHEREAS, Allapattah has applied to the City of Miami for a build-
ing permit to make certain improvements on the Allapattah Property and for
a rmit for the operation of a medical/pharmacy building on the Allapat-
ca�IF Property: and,
WHEREAS, the City of Miami as a condition for the issuance of said
pe 'ts%has required Allapattah to obtain authority and permission for the
pa3Cing of automobiles in twenty (20) parking spaces on the follaaing
described property, to -wit:
Lots 18, 19,. 20, 21, 22, 23 and 24, of cb:tows
' SUBDIVISION, according to the Plat thereof, as re-
corded in Plat Book 11, at Page 69, of the Public
Records of Dade County, Florida (hereinafter re-
ferred to as "Lots 18-24",
•
wh ch property is not owned by Allapattah; and,
WBEsEaS, Allapattah has obtained from the owner of Lots 18-24 a
lesefor the parking of,twenty (20) automobiles in parking spaces on Lots
18I-I24 for use of Allapattah in the operation of said medical/pharmacy
balding;
NOW AFORE, as a condition for the issuance, of said permits by
the City of Miami, and to induce the City of Miami to issue said permits,
Allapattah hereby makes the following agreement as a covenant to run with
th!e land as to the Allapattah Property:
If the lease granted to Allapattah for the parking of twenty (20)
a omobiles on Lots 18-24 in connection with the operation of said medi-
/pharmacy building shall expire or be terminated and revoked at any
tin the .future, then Allapattah will either acquire the right and
ai. thority to use the required number of parking spaces on other property
within the required distance from said medical/pharmacy building in sub-
stitution for the parking spaces on Lots 18-24, or will apply for and
This Instrument was Prepared by: JOSEPH 8. REISMAN, ROSE BERG, REISMAN &
GBASS, 2600 AmeriFirst Bldg., One S.E. Third Ave., Miami, Fl. 33131,
.1
1
r
• ;
•
REC 13126PC 3E0
ob in from the zoning authorities of the City of Miami a variance to con -
tin a use of the Allapattah Property without the required number of park-
ing spaces. In such case, if Allapattah shall be unable to obtain the re-
qui substituted parking spaces or said variance, then upon notice fran,
the City of Miami, Allapattah shall terminate its use of the Allapattah
Property as a medical/pharmacy building.
STATE OF FLORIDA )
S.S.
COY OF I»DE )
The foregoing instrument was acknowledged before me this . /1
41
day of December, 1986, by DAVID M. SILVER, as President of AILAPATPAH
,+tEIICAL PHARMACY BUILDIN3, INC., a Florida corporation, on behalf of said
. 1tion. ' J
..e > : k (SEAL)
• NOTARY;P,UBLIC .
. •:"•r 5:TP,TE. :O f TpRIDA - AT LARGE
•• 4r9-pr: � .lt.4.•• ••• �.
t "R •:tr 1" iT ARY PUBLIC STATE OF FLORIDA
• "x�'Ar _ " •
hY omission EXP JULY 30,19S9
BONDED THOU CEREAL IRS. DO.
�R!f• .
4 jf.j'FJLO�• .� q`Q�.�...
y., �
OFC Rt OFF:O!.L MOW k at
COUREODRO mind am",
11/CCadaDCp. C '�czi
Exhibit B
MIAMI PARKING AUTHORITY
PARKING SERVICES
MEMORANDUM OF UNDERSTANDING
THIS PARKING SERVICES MEMORANDUM OF UNDERSTANDING ("MOU") is
entered into this .3 day of2020 (but effective as of March 1, , 2020 the
"Effective Date"), by and between the Depa tment of Off -Street Parking a/k/a Miami Parking
Authority ("MPA"), an agency and instrumentality of the City of Miami ("City"), principally
located at 40 Northwest 3`d Avenue, Suite 1103, Miami, Florida 33128 ("MPA"), and the City of
Miami, a municipal corporation of the State of Florida, located at 444 Southwest 2"d Avenue,
Miami, Florida 33130 ("City"). The MPA and City shall collectively be referred to as the "Parties",
and each may individually be referred to as a "Party".
RECITALS
WHEREAS, the MPA specializes in the operation, licensing, leasing, enforcement and
management of off-street parking facilities in the City, and through its operations, licensing,
leasing, enforcement and management of those off-street parking facilities, the MPA has the
knowledge, expertise and resources to acquire, install and operate comprehensive pay -by -phone
parking systems (collectively referred to herein as "Parking Services"); and
WHEREAS, the City owns a parking lot adjacent to the Allapattah Branch Library located
at 1785 NW 35 Street, Miami, Florida, with a Miami -Dade County Folio No. 01-3127-009-0140
(a/k/a "Lot 40"), encompassing one hundred nine (109) parking spaces ("Parking Facility"), as
further depicted and delineated in the attached composite "Exhibit A"; and
WHEREAS, the City, the MPA and adjacent commercial establishments will benefit from
the increased accessibility and convenience afforded by Parking Services to the public since it will
increase parking inventory to an area in short supply of parking spaces; and
WHEREAS, since at least March 11, 1987, the MPA has provided Parking Services on
behalf of the City to the benefit of the general public and adjacent commercial establishments; and
WHEREAS, the City desires to enter into this MOU to memorialize the continuation of
Parking Services from the MPA, and the MPA desires to continue to provide Parking Services to
the City, based on the terms, conditions and specifications set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and of promises and
covenants contained herein the Parties agree as follows:
1. Term. The initial term of this MOU shall continence on the Effective Date and continue in
force for a period of five (5) years, unless sooner terminated pursuant to any applicable provision
of this MOU. Upon the expiration of the initial term, the Parties may extend this MOU for four (4)
additional periods of five (5) years each. Either Party may initiate the extended term by delivering
written notice of extension to the other Party, no later than sixty (60) days prior to the expiration
City of Miami Lot 40 — Parking Services MOU (RCG) Page 1 of 6
of the initial term. The initial term together with the extended term, shall be referred to individually
and collectively as the "Term."
2. Termination. Either Party may terminate this MOU, with or without cause, by giving at
least one hundred twenty (120) days prior written notice to the other Party, specifying the date of
termination. Upon termination of this MOU, the MPA shall remove the Parking Services
equipment and signage from the Parking Facility, not later than fifteen (15) days after the effective
date of termination. Neither Party shall be liable to the other for any loss of revenue or for any
indirect or consequential damages caused by such termination.
3. Operating Hours. MPA agrees to provide Parking Services nineteen (19) hours per day
(from 7:00 am to 2:00 am) seven (7) days per week. Operating hours may be changed from time
to time, by mutual consent of the Parties with at least thirty (30) days prior written notice.
4. Signage. MPA shall have installed a minimum of fourteen (14) signs throughout the
Parking Facility and shall be responsible for assessing the necessity for additional signs and
locations.
5. Financial Obligations. In addition to providing Parking Services, the MPA agrees to
manage, maintain and operate the Parking Facility. As consideration, the MPA shall receive a
management fee of five percent (5%) of the total gross collections earned from the Parking Facility
("Management Fee"). In addition to the payment of the Management Fee, the City agrees to pay
MPA operating expenses incurred on the Property and documented by the MPA, resulting from
the provision of Parking Services.
6. Revenue Collection and Reporting. The MPA shall be responsible for collecting all parking
revenues derived from the parking system installed on. the Parking Facility by the MPA. The MPA
shall have in place appropriate revenue controls consistent with best industry practices aimed at
preventing loss or theft of property. The MPA shall produce monthly reports to the City, regarding
the parking revenue and expenses arising from the provision of Parking Services at the Parking
Facility.
7. Remittance of Parking Revenue; Invoicing; Sales Taxes. By the twentieth (20th1) day of the
following month, the MPA shall remit to the City the Net Income collected in the preceding month
by the MPA from the Parking Facility. The MPA shall be responsible for the payment of sales
taxes and surcharges on parking revenues collected by the MPA from the Parking Facility.
.8. Parking Enforcement. Uniformed MPA Parking Enforcement Officers will be scheduled
to frequent the Parking Facility no less than two (2) times per day to ensure that customers are
paying for parking and issuing citations if violations are observed. The schedules for the
Enforcement Officers are subject to change depending on special events and the needs of the City.
9. Compliance with Laws. The Parties shall comply .with all applicable federal, state and
local laws, codes, ordinances, rules and regulations in performing their respective duties,
responsibilities, and obligations pursuant to this MOU and with all applicable laws relating to the
management of the Parking Facility. The Parties shall not unlawfully discriminate in the
performance of their respective duties under this MOU.
City of Miami Lot 40 — Parking Services MOU (RCG) Page 2 of 6
10. Dispute Resolution. The Parties agree to resolve any disputes between them arising from
an alleged violation of the terms of this MOU, in accordance with Section 18-105, City Code.
11. Applicable Law and Venue. This MOU shall be construed and enforced according to the
laws of the State of Florida. Venue in any proceedings between the Parties shall be in the Circuit
Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, or the U.S. District
Court Southern District of Florida. The Parties irrevocably waive any rights to a jury trial.
12. Entire MOU. This MOU constitutes the sole and entire agreement between the Parties and
incorporates and includes all prior negotiations, correspondence, conversations, agreements and
understandings applicable to the matters contained herein and the Parties agree that there are no
commitments, agreements, or understandings concerning the subject matter that are not contained
in this MOU.
13. Amendments. No modifications, revisions or amendments to this MOU shall be binding
on either Party unless in writing and signed by properly authorized representatives of the Parties.
The CEO shall have the authority to extend, amend, or modify this MOU on behalf of the MPA,
without the necessity of subsequent MPA Board approval. Any such document shall be in writing
and subject to legal review prior to execution by the Parties.
14. Severability. Should any provision, paragraph, sentence, word or phrase contained in this
MOU be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word or
phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if
not modifiable, then same shall be deemed severable, and in either event, the remaining terms and
provisions of this MOU shall remain unmodified and in full force and effect or limitation of its
use.
15. Public Records. This MOU shall be subject to the Public Records Laws under Chapter 119,
Florida Statutes (2018), as may be amended from time to time. Therefore, the City agrees and
understand that the public shall have access, at all reasonable times, to all documents and
information pertaining to MPA contracts, subject to the provisions, limitations and exemptions
of Chapter 119, Florida Statutes (2018), as may be amended from time to time, and each Party
agrees to allow access to the public to all documents subject to disclosure under applicable laws.
16. Default. if either Party fails to comply with any term or condition of this MOU, or fails to
perform any of its obligations hereunder, then that Party shall be in default. Upon the occurrence
of a default hereunder, the non -defaulting Party, in addition to all remedies available to it by law,
may immediately, upon written notice to the other Party, terminate this MOU.
17. Notice. Any notice provided pursuant to the terms and provisions hereof shall be deemed
to be delivered when sent by hand delivery, email, regular U.S. mail service, or service by certified
mail, return receipt requested, postage prepaid. Notices shall be sent to:
City of Miami Lot 40 — Parking Services MOU (RCG) Page 3 of 6
If to the City:
With copies to:
If to MPA:
With a copy to:
City Manager
Arthur Noriega, V
444 Southwest 2"d Avenue, 10th Floor
Miami, Florida 33130
City Attorney
Victoria Mendez, Esq.
City of Miami
444 S.W. 2"d Avenue, 9th Floor
Miami, Florida 33130
Chief Operations Officer
Alejandro Argudin
Miami Parking Authority
40 N.W. 3rd Avenue, Suite 1103
Miami, Florida 33128
Senior Executive Advisor
Roland C. Galdos, Esq.
Miami Parking Authority
40 N.W. 3rd Avenue, Suite 1103
Miami, Florida 33128
17.1 Either Party may at any time designate a different address and/or contact person by
giving notice as provided above to the other Party. Such notices shall be deemed given
upon receipt by the addressee.
17.2 In the event there is a change of address and the moving Party fails to provide notice
to the other Party, then notice sent as provided in herein shall constitute adequate notice.
18. Improvements to Parking Facility. City shall be responsible for the cost of improvements,
repairs and maintenance of the Parking Facility, including but not limited to, repairing damaged
asphalt, sealeoating and re -striping pavement markings, and wheel -stop replacement. City shall
reimburse the MPA for any expenses incurred by the MPA for improvements undertaken on behalf
of the City. Improvements and repairs completed by the MPA, must first be approved in writing
by the City prior to MPA incurring expenses. Reimbursement requests shall be accompanied by
supporting documentation reflecting expenses incurred and any other information deemed
necessary by the City.
19. Audit and Inspection Rights. The City, its auditors, or designee(s) shall have the right,
without limitation, at any time during the Term of this MOU to enter into the offices of the MPA
to: (1) verify, check and record data used in connection with its operations under this MOU; (2)
inspect, review, verify and check all or any portion(s) of the procedures for recording or compiling
information used to determine any amounts due to or payable to the City under this MOU; and (3)
audit, check, inspect and review all books of account, records, financial reports, financial
City of Miami Lot 40 — Parking Services MOU (RCG) Page 4 of 6
33os
statements, operating statements, sales tax returns, and working papers relating to this MOU, and
other pertinent information as may be determined to be needed or desirable.
20. Indemnification. Subject to the provisions and limitations of Section 768.28, Florida
Statutes, as may be amended from time to time, each Party agrees to indemnify, defend, save and
hold harmless the other Party and its officers, employees, agents, servants, and subcontractors from
any and all liability, losses or damages, including attorneys' fees and costs of defense, which the
Party or its officers, employees and agents may incur as a result of claims, demands, suits, causes
of actions or proceedings of any kind or nature arising out of, relating to or resulting from the
performance of this MOU. The indemnifying Party shall pay all claims and losses in connection
therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the
name of the indemnified Party, including appellate proceedings.
20.1 Nothing contained in this MOU shall be construed, in any manner, to alter or waive
the Parties' sovereign immunity or extend the Parties' liability beyond the limits
established in Section 768.28, Florida Statutes, as may be amended from time to time.
21. Miscellaneous Provisions:
21.1 No waiver or breach of any provision of this MOU shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
21.2 All representations, indemnifications, warranties and guarantees made in, required by,
or given in accordance with this MOU, shall survive final payment, completion and
acceptance of the Parking Services and termination or expiration of the MOU.
21.3 Parking Services shall not be subcontracted, transferred, conveyed, or assigned
under this MOU in whole or in pail to any other person, firm or corporation without the
prior written consent of the City.
21.4 This MOU shall be biding upon the Parties herein, their heirs, executors, legal
representatives, successors and assigns.
21.5 In the event of any dispute arising under or related to this MOU, each Party is
responsible for its own attorney's fees, costs and expenses incurred at all judicial levels,
including appeal, until such dispute is resolved with finality.
21.6 This MOU may be executed in two or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute one and the
same MOU.
[SIGNATURE PAGE FOLLOWS]
City of Miami Lot 40 — Parking Services MOU (RCG) 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.
ATTEST:
Witness for the City:
By:
Print:
Title:
ATTEST:
APPROVED AS TO FORM AND
CORRECTNESS:
Vi toria Mendez
o-3 6,3
City Attorney
City of Miami, a municipal corporation of the State
of Florida, "City":
B
Arthur Noriega, V
City Manager
Department of Off -Street Parking d/b/a Miami
Parking Authority, an agency and instrumentality of
• the City of Miami, "MPA":
By:
Alejandra fgudin
Chief Operations Officer
APPROVED AS TO INSURANCE
REQUIREMENTS:
-Marie azpe,
Risk Management Director
City of Miami Lot 40 — Parking Services MOU (RCG) Page 6 of 6