Resolution No. 2018-32 Approving Charter High School Donation and Naming Rights Agreement - March 6, 2018 RESOLUTION NO. 2018-32
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA APPROVING CHARTER HIGH SCHOOL
DONATION AND NAMING RIGHTS AGREEMENT BETWEEN THE CITY
OF AVENTURA AND THE SOFFER FAMILY; PROVIDING FOR THE
CITY'S CHARTER HIGH SCHOOL TO BE NAMED AND DESIGNATED
AS THE DON SOFFER AVENTURA HIGH SCHOOL; EXEMPTING THIS
AGREEMENT FROM THE PROVISIONS OF RESOLUTION NO. 2000-39
CONCERNING THE GENERAL GUIDELINES FOR NAMING OF CITY
FACILITIES AND THE ACCEPTANCE OF MONETARY DONATIONS;
PROVIDING FOR IMPLEMENTATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Soffer family, including Jacquelyn Soffer and Jeffrey Soffer, the
children of Don Soffer, has graciously and generously offered to donate Two Million
Dollars (the "Donation") to the City of Aventura, to be utilized by the City for capital and
operating expenses of the City's planned Aventura Charter High School which is
presently being designed and developed for construction, for an anticipated school
opening in August, 2019; and
WHEREAS, the acceptance of the Donation by the City, in accordance with the
below referenced Donation and Naming Rights Agreement, directly serves a municipal
public purpose; and
WHEREAS, the City Commission finds that the approval of the Donation and
Naming Rights Agreement, substantially in the form attached hereto as Exhibit "A", is in
the best interests of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
City of Aventura Resolution No. 2018-32
Section 1. Recitals Adopted. The above recitals are true and correct and
are incorporated herein by this reference.
Section 2. Approval and Execution of Donation and Naming Rights
Agreement. The Donation and Naming Rights Agreement (the "Agreement") between
the City and the Soffer Family, substantially in the form attached hereto as Exhibit "A",
together with such non-material changes as may be acceptable to the City Manager
and approved as to form and legality by the City Attorney, is approved. The City
Manager is hereby authorized on behalf of the City to execute the Agreement, and any
necessary amendments or addenda thereto.
Section 3. Authorization of City Officials; Execution of Documents. The
City Manager and the City Attorney are each authorized to take any action which is
necessary to implement the terms and conditions of the Agreement, and to prepare,
execute and submit any documents necessary to effectuate the acceptance of the
Donation and carry out the purposes of this Resolution and the Agreement.
Section 4. Exemption from Resolution No. 2000-39. It is expressly provided
that the Agreement and the transaction approved by this Resolution are fully exempt
from and shall not be governed by the restrictions and requirements of Resolution No.
2000-39, as adopted on June 6, 2000 (the "Prior Resolution"). In the absence of this
Resolution, the Prior Resolution provided general guidelines (the "Guidelines") for the
naming of City facilities and for the acceptance of monetary donations. Since this
Resolution and the accompanying Agreement specifically and comprehensively
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City of Aventura Resolution No. 2018-32
address this transaction, the Guidelines shall not be applicable to this High School
Donation and City facility name designation. Accordingly, the Prior Resolution is hereby
superseded and of no effect as to this transaction only.
Section 5. Naming of High School. The City's Charter High School is hereby
named and designated as the:
DON SOFFER AVENTURA HIGH SCHOOL
Section 6. Effective Date. This Resolution shall become effective immediately
upon its adoption.
The foregoing Resolution was offered by Commissioner Narotsky, who moved its
adoption. The motion was seconded by Commissioner Landman, and upon being put
to a vote, the vote was as follows:
Commissioner Denise Landman Yes
Commissioner Dr. Linda Marks Yes
Commissioner Gladys Mezrahi Yes
Commissioner Marc Narotsky Yes
Commissioner Howard Weinberg Yes
Vice Mayor Robert Shelley Yes
Mayor Enid Weisman Yes
PASSED AND ADOPTED this 6th day of March, 2018.
Pagc 3 of 4
City of Aventura Resolution No. 2018-32
ENID WEISMAN, MAYOR
<<r� o
ATTEST:
ELLISA L. HORVAT ,
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
k2A\
CITY ATTORNEY
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DONATION AND NAMING RIGHTS AGREEMENT
SOFFER FAMILY/CITY OF AVENTURA
HIGH SCHOOL
THIS DONATION AND NAMING RIGHTS AGREEMENT ("Agreement"),
effective this (p day of voyc ' 1 , 2018, ("Effective Date")_is made and entered
into by and between:
THE CITY OF AVENTURA, a Florida municipal corporation, at 19200 W.
Country Club Drive, Aventura, Florida 33180, hereinafter referred to as"City";
and
JACQUELYN SOFFER AND JEFFREY SOFFER , whose address for the
purposes of this Agreement is do Turnberry Associates, 19950 West Country Club Drive,
10'}' Floor, Aventura, Florida, 33180, hereinafter referred to as the "Soffer Family"
(hereinafter, Soffer Family and City may be referred to individually as a "Party" or
collectively as the "Parties").
WITNESSETH:
WHEREAS, the City is presently engaged in the design, development, and
construction of a new City owned Charter High School ("High School") within the City
of Aventura; and
WHEREAS,the Soffer Family desires to donate Two Million and 00/100 Dollars
($2,000,000.00) ("Donation") to the City, and in conjunction with that Donation, to
thereby honor their father Don Soffer, by providing for the City Commission to name the
High School the "Don Soffer Aventura High School", as a lasting reminder of the
outstanding contributions of Don Soffer to the founding and development of the City, the
community and Miami-Dade County, and as expression of the love of his family; and
WHEREAS,in consideration of the Donation,the City Commission,on behalf of
the City, is very pleased to honor Don Soffer by naming the High School as "Don Soffer
Aventura High School"in accordance with this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings of the Soffer Family and the City, and other good and valuable
consideration, the Parties covenant and agree as follows:
I. Recitals. The foregoing recitals arc true and correct and are incorporated herein by
this reference.
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2. l'am ment of Donation.
A. Soffer Family shall deliver the Donation to CITY. City hereby covenants,confirms,
and agrees that the Donation will be used and expended by the City solely for the
purpose of capital and operating costs of the High School.
B. The Donation shall be paid in four (4) equal annual installments of Five Hundred
Thousand and 00/100 Dollars($500,000.00)each, with the first annual installment
being due and payable on or before November 1, 2018, and each of the remaining
installments being due and payable on or before November 1, 2019, November 1,
2020, and November 1, 2021.
3. Naming of High School
A. Subject to the Soffer Family's compliance with paragraph(A) of Section 2 above,
the City shall take any and all action which is necessary to name and designate the
High School as the "Don Soffer Aventura High School". At the time the
construction of the High School is completed, the City shall cause appropriate
signage to be placed at the High School that proudly displays the "Don Soffer
Aventura High School" name prominently upon the High School building and
grounds and the High School shall identify itself as the Don Soffer Aventura High
School via all correspondence, social media, and other communication. The
specific signage, including any replacement or additional signage, shall comply
with the City Code and shall be subject to the prior written approval of the Soffer
Family,at the discretion of the Soffer Family.City recognizes the goodwill attached
to the name Don Soffer and agrees that City shall operate the High School in
keeping with high standards of excellence and quality high school education.
Soffer Family may elect, at its sole discretion, to require City to remove the
designated name "Don Soffer" from the High School, including all signage,
letterhead, social media, and other communication within Ten(10)days of request.
B. The naming of the High School in accordance with this Agreement, and with the
City Commission Resolution which approves this Agreement,shall be a permanent
and perpetual naming and designation for the duration of the existence and
operation of the High School, and City shall not grant any other person or entity
with naming rights to the High School nor the gymnasium building,but City may
grant naming rights to certain other areas of the High School (e.g. classrooms)with
the consent of Soffer Family, which consent shall not be unreasonably withheld,
conditioned or denied. In no event shall City be entitled, by implication or
otherwise,to any title or ownership to the name Don Soffer or claim to be the owner
thereof.
4. Term. The term of this Agreement shall commence upon execution of this Agreement
and shall thereafter continue for so long as the High School shall exist, unless earlier
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terminated by the mutual written Agreement of the Parties or as otherwise provided
herein. In the event the High School shall fail to exist within ten (10) years after the
Effective Date of this Agreement, Soffer Family shall have the option, at the sole
discretion of Soffer Family, to require that City grant Soffer Family the right to name
an other City building, park or other facility, at the mutual agreement of the City and
Soffer Family, with the name"Don Soffer."
5. Remedies. In the event of the Soffer Family's default under this Agreement,City shall
be entitled to any and all remedies under Florida law and, in addition, shall have the
right to cease naming the High School in the honor of Don Soffer. In the event City
defaults under this Agreement,the Soffer Family shall have all remedies under Florida
law. No default shall be deemed to occur unless the respective Party fails to cure a
failure of performance within thirty(30)days after written notice from the other Party.
In addition to all of the other rights and remedies at law and in equity, Soffer Family
shall have the right to terminate this Agreement in the event City uses the name Don
Soffer without approval of Soffer Family and in any manner not expressly permitted
by this Agreement. Upon termination of this Agreement by Soffer Family for City's
breach of this Agreement, City will immediately discontinue all use of the name Don
Soffer for any purpose, including, but not limited to,on any High School building and
facility or otherwise in association with the High School.
6. Recording. Neither this Agreement, nor any notice or memorandum of this
Agreement, shall be recorded in the public records of Miami-Dade County, Florida.
The Agreement shall be binding upon and benefit the Parties and their successors and
authorized assigns.
7. Tax Matters.
A. The Soffer Family understands that the Donation may enable the Soffer Family to
claim a deduction for purposes of United States federal income tax,but recognizes
that they must contact and confer with their own tax attorneys or accountants for
matters regarding any entitlement to a tax deduction, if any, record keeping
requirements,and limitations on the amount of any tax deduction,as well as related
issues.
B. In the event that the City delivers written notice to Soffer Family of any default or
breach of Soffer Family under this Agreement,that adversely affects or impacts the
tax exempt status of bonds ("Bonds") issued by the City for financing the
construction and equipping of the High School, Soffer Family shall cure the default
and breach. Specifically, and without limiting the foregoing, Soffer Family
understands and agrees that nothing herein shall be deemed to give Soffer Family,
or any company or business owned and controlled by Soffer Family, control, use
rights(physical or otherwise)or any other special legal entitlements to the use and
operation of the High School. Further, Soffer Family shall reasonably cooperate
with City, at no cost or expense to Soffer Family, in order to assist City in
maintaining the tax _exempt status of the Bonds. Notwithstanding anything that
may be construed to the contrary, under no circumstances, except as solely and
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directly resulting from Soffer Family default and breach of this Agreement, shall
Soffer Family be responsible or liable to City in the event that the tax_exempt status
of the Bonds is otherwise adversely impacted or terminated.
8. Entire Agreement. This Agreement, and any exhibits annexed hereto, constitute the
entire agreement and understanding of the Parties to this Agreement with respect to the
subject matter of this Agreement,and supersedes all prior discussions,correspondence,
oral and written agreements, commitments or understandings, restrictions,
representations or warranties among the Parties to the Agreement concerning the
subject matter of this Agreement other than those set forth herein or herein provided
for.
9. Notice. The notices sent to any person pursuant to this Agreement shall be in writing
and transmitted by messenger,certified mail,return receipt requested,or facsimile,and
shall be mailed or delivered as follows:
As to City: Mrs. Susan L. Grant
City Manager
City of Aventura
19200 W. Country Club Drive
Aventura, FL 33180
Telephone: (305)466-8910
Facsimile: (305)466-8919
With a Copy to: City Attorney
Weiss Serota Helfman Cole&Bierman, P.L.
200 East Broward Boulevard, Suite 1900
Fort Lauderdale, FL 33301
• Telephone: (954) 763-4242
Facsimile: (954) 764-7770
As to Soffer Family: The Soffer Family, c/o Turnberry Associates
19950 W. Country Club Drive, 10th Floor
Aventura, Florida 33180
Attn.: Jacquelyn Soffer and Jeffrey Soffer
With a copy to: Turnberry Associates
19950 West Country Club Drive, 10th Floor
Aventura, FL 33180
Attn: Mario Romine, General Counsel
Telephone: (305) 682-4106
Any of the foregoing persons listed in this Section 9 may,by notice in writing given to
the other, designate any further or different addresses to which subsequent notices,
certificates or other communications shall be sent. Any notice shall be deemed given
on the date such notice is delivered by hand or facsimile transmission or three days
after the date mailed.
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10. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, as an Agreement made, and entered into, and to
be performed in Miami- Dade County, Florida.
11.Jurisdiction & Venue. The Parties to this Agreement expressly consent to the
jurisdiction of and agree to suit in any State court of general jurisdiction in Miami-
Dade County Florida,and further agree that venue shall lie exclusively in Miami-Dade
County, Florida, concerning any litigation between the Parties which may arise out of
or concern this Agreement. Further, the Parties hereby waive any right to trial by jury
in any such litigation.
12. Amendments&Waivers. No amendment,supplement,modification or waiver of this
Agreement shall be binding unless executed in writing by all of the Parties hereto. No
waiver of any of these provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provision of this Agreement, whether or not similar, unless
otherwise expressly provided. The City Manager shall act for City hereunder.
13. Assignment and Successors. Soffer Family shall not assign its obligations and
benefits hereunder without the prior written consent of City Commission, which
consent shall not be unreasonably withheld, conditioned or delayed. In the event City
gives its consent to assignment of this Agreement, the assignment shall not be valid
unless and until a fully executed Agreement is entered into between the City and
assignee. Notwithstanding, this Agreement shall be binding upon and benefit the
Parties and their successors, and permitted Soffer Family successors shall include,but
not be limited to, immediate family member of Jeffrey Soffer or Jacquelyn Soffer(i.e.
parent,sibling,child,stepchild,grandchild,niece,nephew,spouse or domestic partner)
("Soffer Family Successors") and no consent or approval is required of City in order
for Soffer Family Successors to be a beneficiary of all terms, covenants, and benefits,
including having all contractual and legal right to enforce all terms, covenants, and
conditions, of this Agreement.
14. Miscellaneous.
(a) All of the Parties to this Agreement have participated fully in the negotiation and
preparation hereof, and, accordingly, this Agreement shall not be more strictly
construed against any one of the Parties hereto.
(b) In the event any term or provision of this Agreement be determined by appropriate
judicial authority to be illegal or otherwise invalid, such provision shall be given
its nearest legal meaning or be construed as deleted as such authority determines,
and the remainder of this Agreement shall be construed to be in full force and effect.
(c) In the event of any litigation between the Parties under this Agreement, the
prevailing Party shall be entitled to reasonable attorney's fees and court costs at all
trial and appellate levels.
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(d) In construing this Agreement, the singular shall be held to include the plural, the
plural shall be held to include the singular, the use of any gender shall be held to
include every other and all genders, and captions and paragraph headings shall be
disregarded.
(e) Except as otherwise expressly provided herein, each Party shall be responsible for
its own costs in connection with this Agreement, including, without limitation,
attorney's fees.
IN WITNESS WHEREOF the Parties hereto have made and executed this Agreement
on the respective dates under each signature: THE CITY OF AVENTURA, through its
City Commission, signing by and through the City Manager, duly authorized to execute
this Agreement pursuant to City Commission action on ma V h Li) ,2018 and
the Soffer Family signing by and through their duly authorized participants.
[SIGNATURE PAGES TO FOLLOW]
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CITY OF AVENTURA, a Florida municipal
corporation
Attest:
.��� / 4r
By: — ` / By: AO �/r iI/��
Ellisa•OC Horvath, Ci of erk, MMC S • L. Grant, ity J ager
(seal) "' `iii "6 Dated: day of_ ( _. 2018.
STATE OF FLORIDA i'°F �� )
ss: )
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the
State aforesaid and in the County aforesaid to take acknowledgments, the foregoing
instrument was acknowledged before me , by Susan L. Grant, as City Manager, and by
Ellisa bd. Horvath, as City Clerk, on behalf of the City of Aventura. Each is personally,
12.2_, Linc,or has produced ,J ) 4 as identification.
WITNESS my hand and official seal in the County and State last aforesaid this
1 j day of V tULI',, , 2018.
6-1—
, wide_
CL i
No a 1Z>blr
My Commission Expires: Y AN Public
I� r;7 . s Notary Public-State of Florida
Commission t GG 092172
\�� M omm.Exor A ry,lull
Type ,% •..; e •of aiMap otary
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY FOR THE USE OF AND
RELIANCE BY THE CITY OF AVENTURA
ONLY:
By 14,
tif1/41-5
City Attorney
Weiss Serota Helfman
Cole&Berman, P.L.
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The Soffer Family
Witnesse
Ai/
Jacquelyn S ffer
Name: 16/4A . VIM Cluir4-
ICS'
UV V1 J/ Rom-S Jeffrey Soffer
Name:
n el-PA
Dated: 40( day of M 4 ,2018
STATE OF FLORIDA )
ss: )
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the
State aforesaid and in the County aforesaid to take acknowledgments, the foregoing
instrument was acknowledged before me individually, by Jacquelyn Soffer
-.Seffer—the representatives and participants of the Soffer Family. 13eeh is personally
known to me or has produced as identification.
WITNESS my hand and official seal in the County and State last aforesaid this
A day of lV1Q, 1 , 2018.
Notary Public
My Commission Expires: Z 2-13
Icr
BONNEY ROSAS Typed, rinted or
N FF 959548 yp P stamped name of Notary
-;0,744,7/ My Commis ion Expires
y' February 10, 2020
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The Soffer Family
Witnesses:
J! ` /1. 4
Jacque offer
Name: I(t.�,t i _T'
Libjci_
rey Soffer
Name: 1319 VW1 `IlROEet.5
Dated: !� day of Ma.01, 2018
STATE OF FLORIDA )
ss: )
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the
State aforesaid and in the County aforesaid to take acknowledgments, the foregoing
instrument was acknowledged before me individually, by Jeffrey
Soffer, tle°representatives and participants of the Soffer Family. t}i is personally
known to me or has produced as identification.
WITNESS my hand and official seal in the County and State last aforesaid this
day of P_.J irvr,V1 , 2018.
//401—.
Notary Public
My Commission Expires: 2-l 02.0
#00Y1YVV RAO 30—_S
-----------------------
BONNEY ROSAS Typed,printed or stamped name of Notary
Commission N FF 95954£3
Fifa.! My CO�nnliSl;ion I:rpires
' February 10, 2020
oos8
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