Resolution No. 2018-87 Approving Aventura Charter High School Donation Agreement with Granite Aventura LLC - October 18, 2018 RESOLUTION NO. 2018-87
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA APPROVING AVENTURA CHARTER HIGH
SCHOOL DONATION AGREEMENT BETWEEN THE CITY OF
AVENTURA AND GRANITE AVENTURA, LLC; PROVIDING FOR
IMPLEMENTATION; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Granite Aventura, LLC has graciously offered to donate One Million
Dollars (the "Donation") to the City of Aventura, to be utilized by the City for capital and
operating expenses of the City's Aventura Charter High School which is presently under
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 Agreement, directly serves a municipal public purpose; and
WHEREAS, the City Commission finds that the approval of the Donation
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:
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 Agreement. The Donation
Agreement (the "Agreement") between the City and Granite Aventura, LLC,
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
City of Aventura Resolution No. 2018-87
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. Effective Date. This Resolution shall become effective immediately
upon its adoption.
The foregoing Resolution was offered by Commissioner Shelley, 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 No
Commissioner Marc Narotsky No
Commissioner Robert Shelley Yes
Commissioner Howard Weinberg Yes
Vice Mayor Gladys Mezrahi Yes
Mayor Enid Weisman Yes
PASSED AND ADOPTED this 18th day of October, 2018.
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City of Aventura Resolution No. 2018-87
AlII'
ENID WEISMAN, MAYOR
C`i• 5risi
ATTEST:
ELLISA L. HORVATHer C
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
Page 3 of 3
DONATION AGREEMENT
FOR THE CITY OF AVENTURA
CHARTER HIGH SCHOOL
THIS DONATION AGREEMENT ("Agreement"), effective this V day of
September, 2018, 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
Granite Aventura LLC, a Delaware limited liability company, at 214 West 39th Street,
New York, NY 10018, hereinafter referred to as "Donor" (hereinafter, Donor and City may be
referred to individually as a"Party"or collectively as the "Parties").
WITNESSETH:
WHEREAS, the City is presently engaged in the development and construction of the
Aventura Charter High School (the"High School"),within the City of Aventura; and
WHEREAS, Donor, through Granite Aventura, LLC is presently proceeding to seek
K.. development approvals from the City for a limited-service hotel use combined with a
multifamily residential use (the "Proposed Project" or "Port Aventura") at the property
located at the northwest corner of NE 28th Court and NE 185t1' Street (folio no: 28-2203-082-
0630) (the"Property"); and
WHEREAS, Donor, as an indication of its commitment to be an important part of the
Aventura community, and to mitigate impacts of additional high school students that may be
generated by the future development of Port Aventura, desires to voluntarily offer to donate One
Million and 00/100 U.S. Dollars ($1,000,000.00) (the "Donation") to the City, to be used by the
City solely for capital and operating costs for the High School.
NOW,THEREFORE, in consideration of the mutual covenants and undertakings of
Donor and the City, and other good and valuable consideration, the Parties covenant and
agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this
reference.
2. Payment of Donation.
A. Subject to the preconditions set forth herein, Donor 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 for the High School.
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Should the High School fail to be completed by August 31, 2020, then the City, at its
sole discretion and without providing notice to Donor, shall use the Donation for other
educational purposes within the City's elementary and middle schools.
B. Following the final, non-appealable adoption by City of: (i) the Conditional Use for Port
Aventura project for a limited-service hotel use combined with a multifamily residential
use and (ii) administrative site plan approval for the Port Aventura project (collectively,
the "Approvals"), the Donation shall be paid by Donor in two (2) equal installment
payments of Five Hundred Thousand and 00/100 Dollars ($500,000.00) each, with the
first installment payment to be made within five (5) days of the Approvals and the second
installment payment to be made no later than one (1) year after the first installment
payment is due. Donor recognizes that the City is not obligated to adopt or support the
Approvals,but that City shall simply process, consider and act upon Donor's applications
for such Approvals in accordance with the City Code, City's public hearing process, and
applicable law.
3. Term. The term of this Agreement shall commence upon execution of this Agreement
("Execution Date") and shall thereafter continue until all required Donations are made by
Donor and received and expended by City, as provided herein.
4. Remedies. In the event of Donor's default under this Agreement, City shall be entitled to any
and all remedies under Florida law. In the event City defaults under this Agreement, Donor
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.
5. Recording. Neither this Agreement, nor any notice or memorandum of this Agreement, shall
be recorded in the official records of Miami-Dade County, Florida. The Agreement shall be
binding upon and benefit the Parties and their successors and authorized assigns.
6. Tax Matters. Donor understands that the Donation may enable Donor to claim a deduction
for purposes of United States federal income tax, but recognizes that it must contact and
confer with its 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.
7. 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.
8. 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:
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As to City: Mrs. Joanne Carr
Interim 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 Donor: Legal Department
Granite Aventura LLC
214 West 39th Street, Suite 1200
New York,NY 10018
Telephone 212-921-7171
Facsimile 212-921-7112
With a Copy to: Mr.Neisen Kasdin, Esq.
Ackerman LLC
Three Brickell City Centre
98 Southeast Seventh Street, Suite 1100
Miami, FL 33131
Telephone
Facsimile
Any of the foregoing persons listed in this Section 8 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.
9. 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.
10. 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,
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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.
11. 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.
12. Assignment and Successors. Donor shall not assign its obligations and benefits hereunder
without the prior written consent of the City Commission, which consent shall not be
unreasonably withheld, conditioned or delayed, provided that Donor may make such
assignment to any of Donor's affiliated companies. 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.
13. 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.
(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 Mana duly authorized to execute this
Agreement pursuant to City Commission action on the ay of r, 2018, and a duly
authorized officer of Donor signing on behalf of Donor. 0-
[SIGNATURE PAGES TO FOLLOW]
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.41,7 A`V '
CITY OF AVENTURA, a Florida municipal
1111;311 *; corporation
ATTEST: \�' %
s Yal o
<<yy v
By:� By:
Ellisa 1.4. Horvath, (� lerk, MMC Joanne Ca r , nterim City Manager
(Seal) Dated: lb day of DG-4- . , 2018.
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY FOR THE USE AND
RELIANCE BY THE CITY OF AVENTURA
ONLY:
By 4/27) )2
City Attorney
Weiss Scrota Helfman
Cole & Berman, P.L.
Hess: Granite Aventura LLC, a Delaware limited
liability company:
Name: PUN I &ROS, '
Title: V I CC P`ZES PE NIT
Name:'bIC M 116(1S h64 m(G() Dated: 2 day of -Pei'. , 2018
itness:
Namelln
�� 14\c, tc, V,\-Q •
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STATE OF NEW YORK )
ss: )
COUNTY OF NEW YORK )
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 RONNIE GROSS, Vice President of Granite Aventura
LLC, a Delaware limited liability company, who is personally known to me or has produced his
driver's license as identification.
WITNESS my hand and official seal in the County and State last aforesaid this 28t1i day
of September,2018.
•
Notary Pub c:NIOTARY PUBLIC.-STATE OF NEW YORK
My Commission Expires:( v_St No. 01 8061 47 564
Qualified in Queens County
._Ty Cor,mittion Fxpires June 06.209 .
Typed, printed or stamped name of Notary
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