10-14-2019 Special Commission Meeting Agenda City Manager
City Commission Ronald J.Wasson
]Enid Weisman,Mayor
Denise Landman,Vice Mayor ;�p City Clerk
Dr.Linda Marks,Commissioner ;; ]Elllisa L.Horvath,MMC
Gladys Mezrahi,Commissioner i
Marc Narotsky,Commissioner City Attorney
Robert Shelley,Commissioner G Weiss Serota Helfman
Howard Weinberg,Commissioner e � Cole&Bierman
CITY COMMISSION SPECIAL MEETING AGENDA
OCTOBER 14, 2019
9:00 a.m.
Executive Conference Room
Aventura Government Center
19200 West Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER\ROLL CALL
2. RESOLUTION:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA,
FLORIDA,APPROVING AN INTERLOCAL AGREEMENT BETWEEN THE CITY AND
MIAMI-DADE COUNTY CONCERNING THE DESIGN AND CONSTRUCTION OF A
PEDESTRIAN BRIDGE FOR THE PROPOSED VIRGIN TRAINS PASSENGER RAIL
STATION; AUTHORIZING THE CITY MANAGER TO EXECUTE AND TO TAKE ALL
ACTIONS NECESSARY TO IMPLEMENT THE INTERLOCAL AGREEMENT; AND
PROVIDING FOR AN EFFECTIVE DATE.
3. ADJOURNMENT
This meeting is open to the public.In accordance with the Americans with Disabilities Act of 1990,all persons who are
disabled and who need special accommodations to participate in this meeting because of that disability should contact
the Office of the City Clerk,305-466-8901,not later than two days prior to such proceeding. One or more members of
the City of Aventura Advisory Boards may be in attendance and may participate at the meeting. Anyone wishing to
appeal any decision made by the Aventura City Commission with respect to any matter considered at such meeting or
hearing will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim record of the
proceedings is made,which record includes the testimony and evidence upon which the appeal is to be based. Agenda
items may be viewed at the Office of the City Clerk, City of Aventura Government Center, 19200 W. Country Club
Drive,Aventura,Florida,33180. Anyone wishing to obtain a copy of any agenda item should contact the City Clerk at
305-466-8901.
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO: City Commission
FROM: Ronald J. Wasson, City Manager(------ ------
DATE: October 11, 2019
SUBJECT: Resolution Authorizing Execution of Interlocal Agreement with
Miami-Dade County for the Funding of Proposed Future Train Station
October 14, 2019 City Commission Special Meeting Agenda Item 4-
Attached is a Resolution authorizing the execution of an Interlocal Agreement with
Miami-Dade County to allow for funding collected from the Aventura Mall and Seritage
Mall (Resolution #2016-69 Tripartite Transportation Contribution Agreement), to be
passed through to Miami-Dade County for the design and construction of a pedestrian
walkway overpass connecting Aventura to proposed future train station, once a project
is approved.
Aventura Mall $2,000,000.00
Seritage $2,000,000.00
$4,000,000.00
The Agreement provides for a total of $4,000,000.00 to be allocated to Miami-Dade
County for the construction of an overpass over Biscayne Boulevard.
RJW/act
Attachment
CCO1835-19
RESOLUTION NO. 2019-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, APPROVING AN INTERLOCAL AGREEMENT
BETWEEN THE CITY AND MIAMI-DADE COUNTY CONCERNING THE
DESIGN AND CONSTRUCTION OF A PEDESTRIAN BRIDGE FOR THE
PROPOSED VIRGIN TRAINS PASSENGER RAIL STATION;
AUTHORIZING THE CITY MANAGER TO EXECUTE AND TO TAKE
ALL ACTIONS NECESSARY TO IMPLEMENT THE INTERLOCAL
AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on November 17, 2016, by the adoption of Resolution No. 2016-69,
the City Commission approved a Tripartite Transportation Contribution Agreement (the
"Tripartite Agreement"), as subsequently amended as to the type of security and bond
permitted, by which the Aventura Mall and Seritage each agreed to provide Two Million
Dollars, for a total of Four Million Dollars (collectively, the "Mall and Seritage Funds") for
the design and construction of a pedestrian bridge (the "Pedestrian Bridge Project") from
the Aventura Mall to a proposed passenger rail station or for other transportation and
enhanced mobility purposes as described in the Tripartite Agreement; and
WHEREAS, Miami-Dade County (the "County") has requested that the City
approve and enter into the attached County-City Interlocal Agreement(the"Agreement"),
so that the County will receive the Mall and Seritage Funds for use by the County on the
design and construction of the Pedestrian Bridge Project; and
WHEREAS, the City Commission finds that approval of the Agreement is in the
best interest of the City.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AS FOLLOWS:
City of Aventura Resolution No. 2019-
Section 1: That the foregoing "WHEREAS" clauses are ratified and confirmed
as being true and correct and are made a specific part of this Resolution.
Section 2. That the Agreement between the City and the County, attached
hereto as Exhibit "A," is hereby approved.
Section 3. That the City Manager is hereby authorized to execute the
Agreement, together with any changes deemed necessary by the City Manager for
compliance with the Tripartite Agreement and approved as to form and legal sufficiency
by the City Attorney, and to take any action which is necessary to implement this
Resolution and the Agreement.
Section 4: That this Resolution shall take effect immediately upon adoption.
The foregoing Resolution was offered by Commissioner , who moved its
adoption. The motion was seconded by Commissioner , and upon being put to
a vote, the vote was as follows:
Commissioner Dr. Linda Marks
Commissioner Gladys Mezrahi
Commissioner Marc Narotsky
Commissioner Robert Shelley
Commissioner Howard Weinberg
Vice Mayor Denise Landman
Mayor Enid Weisman
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City of Aventura Resolution No. 2019-
PASSED AND ADOPTED this 14th day of October 2019.
ENID WEISMAN, MAYOR
ATTEST:
ELLISA L. HORVATH, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
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INTERLOCAL AGREEMENT
BETWEEN THE CITY OF AVENTURA
AND MIAMI-DADE COUNTY
This AGREEMENT made and entered into this day of , 2019, by
and between the CITY OF AVENTURA, FLORIDA, a municipal corporation of the STATE
OF FLORIDA, hereinafter referred to as the "City", and MIAMI-DADE COUNTY, a
political subdivision of the STATE OF FLORIDA, hereinafter referred to as the "County".
City and County collectively referred to herein as "Parties."
WITNESSETH
WHEREAS, Virgin Trains USA LLC ("Virgin Trains") has constructed and is
operating a privately-owned passenger railway system with passenger train stations in
Downtown Miami, Fort Lauderdale and West Palm Beach, generally along the Northeast
Corridor of the Strategic Miami Area Rapid Transit (SMART) Plan; and
WHEREAS, the County and Virgin Trains are collaborating on a project to
construct a passenger rail station(s) and pedestrian bridge, generally along the Northeast
Corridor, at or around NE 197th Street (the "Project"); and
WHEREAS, both Parties herein wish to facilitate said transportation improvements
which could help alleviate traffic congestion and provide transportation alternatives for the
residents of Miami-Dade County; and
WHEREAS, pursuant to Resolution No. 2016-69, approved by the Aventura City
Commission on November 17, 2016, the City, Turnberry Associates hereinafter referred
to as "AMV", TB Carpenter Parcel, LLC hereinafter referred to as "TB Carpenter", and
Seritage SRC Finance, LLC hereinafter referred to as "Seritage", entered into an
agreement (the "Tripartite Transportation Contribution Agreement") wherein AMV and
City of Aventura—Interlocal Agreement with Miami-Dade County
Seritage irrevocably committed to contribute funds to the City in an amount of TWO
MILLION DOLLARS ($2,000,000) each, totaling FOUR MILLION DOLLARS
($4,000,000.00), to fund a major transportation improvement, which consists of a
pedestrian bridge from the Aventura Mall to a proposed passenger rail station; and
WHEREAS, the Project consists of the major transportation improvement, namely
the pedestrian bridge, that was the subject of the Tripartite Transportation Contribution
Agreement; and
WHEREAS, pursuant to the terms of the Tripartite Transportation Contribution
Agreement, the funding commitments of AMV and Seritage must be secured by a surety
bonds, escrow deposits or Letter of Credit; and
WHEREAS, AMV and Seritage must maintain legally sufficient guarantees in place
throughout the term of the Tripartite Transportation Contribution Agreement; and
WHEREAS, on February 1, 2018, the City, AMV, Seritage, and TB Carpenter
entered into the First Amendment to the Tripartite Transportation Contribution Agreement
(the "First Amendment"); and
WHEREAS, the First Amendment provides in part that AMV may also secure its
funding commitment with a corporate guaranty given by Shopping Center Management,
a Florida general partnership, or any other type of security, approved in writing by the City
Manager and City Attorney; and
WHEREAS, the First Amendment additionally provides in part that Seritage may
also secure its funding commitment with any other type of security, approved in writing by
the City Manager and City Attorney; and
WHEREAS, the First Amendment provides that in the event construction work or
the implementation of the transportation improvement project that is the subject of the
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City of Aventura—Interlocal Agreement with Miami-Dade County
Tripartite Transportation Contribution Agreement has not commenced by January 1,
2025, AMV's and Seritage's funding commitment as required by the Tripartite
Transportation Contribution Agreement shall be terminated and the City shall release
AMV and Seritage of any and all such funding obligations, except as otherwise provided
in the Tripartite Transportation Contribution Agreement.
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, the parties agree:
1. RESPONSIBILITIES OF CITY:
1.1.Funding Contribution: The City agrees that it will disburse to the County funding
in the amount of FOUR MILLION DOLLARS ($4,000,000.00)for the design and/or
construction of an elevated pedestrian bridge from, at or near, the east right-of-
way line of Biscayne Boulevard/State Road 5 traversing across to, at or near, the
west right-of-way line of West Dixie Highway at or near NE 197th Street and
providing pedestrian access to and from the proposed train station(s)/center
platform to either an outparcel at the Aventura Mall or adjacent right-of-way (the
"Bridge"). The City shall disburse said funds, upon receipt of the funds from AMV
and Seritage, but in no event shall the disbursement be later than thirty (30)
calendar days after the execution by Virgin Trains, the County, or another third-
party developer of a contract for the design and/or construction of the Bridge. The
County may utilize these funds for payment towards the costs of design and/or
construction of the Bridge, either via disbursement to a County contractor or to
Virgin Trains or other third-party developer. The City shall incur no liability for any
costs in excess of said funding amount unless there has been a duly authorized
increase approved by the City Commission.
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City of Aventura—Interlocal Agreement with Miami-Dade County
1.2.Obligation to Pursue Rights: The City shall diligently pursue all its rights
under the Tripartite Transportation Contribution Agreement, including but not
limited to enforcing the requirement in that agreement that AMV and Seritage must
secure its respective funding commitment by a surety bond, escrow deposit or
Letter of Credit or other form of security as described above at all times throughout
the term of the Tripartite Contribution Agreement. In the event the City does not
diligently pursue its rights under the Tripartite Transportation Contribution
Agreement, and upon the County's request, the City shall assign all its rights
under that agreement to the County.
1.3.Right-of-Way and Permitting: The City shall assist the County, and/or any
contractor or third-party developer, in obtaining access to any right-of-way that is
within the City's boundaries and is required to complete the construction of the
Bridge. The City shall also assist the County, and/or any contractor or third-party
developer, in any permitting or plan review necessary to construct the Bridge.
2. RESPONSIBILITIES OF COUNTY:
2.1.Construction: The County may, at its sole discretion, enter into an agreement
with Virgin Trains or any other third-party developer to require the developer to
procure and manage the services of licensed professionals to design and
construct the Bridge. The County may also, at its sole discretion, procure the
services of licensed professionals to design and/or construct the Bridge. The
County's failure to enter into any agreement(s) or contract(s)for the design and/or
construction of the Bridge shall not be deemed a violation of this Agreement. In
no way does this Agreement require the County to enter into Agreements for the
design or construction of the Bridge.
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City of Aventura—Interlocal Agreement with Miami-Dade County
2.2.Desiqn and Review: The County shall cooperate with the City during the design
and construction of the Project as provided herein, and shall confer with the City
regarding the naming of the station. The City shall be invited to be a part of design
discussions and shall be provided with any revisions as the design
progresses. The County shall provide the City with the design plans of the Project,
which, at a minimum shall include provisions for a covered and air conditioned
pedestrian bridge with a moving sidewalk, for the City's review. The City shall
provide any and all comments it may have on said design plans to the County
within seven (7) business days of receipt of the design plans. The City's failure to
provide comments within the timeframe set out herein shall be deemed as though
the City has no comments. The City's comments, as shall mutually be agreed
upon by the parties after discussion, will be incorporated into the design
plans. The City acknowledges that the provisions of this paragraph are not
intended to cause a disruption or delay in the design or implementation of the
Project but are included to keep the City apprised of the design of a Project
spanning the major arterial roadway within in its corporate boundary.
3. COMPLIANCE WITH LAWS: The parties shall comply with applicable federal, state
and local laws, codes, ordinances, rules and regulations in performing their respective
duties, responsibilities, and obligations pursuant to this Agreement and with all
applicable laws relating to the Project. The parties shall not unlawfully discriminate in
the performance of their respective duties under this Agreement.
4. INDEMNIFICATION: To the extent authorized by Florida law, the City hereby agrees
to indemnify, defend, save and hold harmless the County to the extent of all the
limitations included with Section 768.28, Florida Statutes, from all claims, demands,
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City of Aventura—Interlocal Agreement with Miami-Dade County
liabilities and suits of any nature whatsoever arising out of, because of or due to the
breach of this Agreement by the City, its agents or employees. It is specifically
understood and agreed that this indemnification clause does not cover or indemnify
the County for its sole negligence or breach of contract.
To the extent authorized by Florida law, the County hereby agrees to indemnify,
defend, save and hold harmless the City to the extent of all the limitations included in
Section 768.28, Florida Statutes, from all claims, demands, liabilities and suits of any
nature whatsoever arising out of, because of or due to the breach of this Agreement by
the County, its agents or employees. It is specifically understood and agreed that this
indemnification clause does not cover or indemnify the City for its sole negligence or
breach of contract.
5. DISPUTE RESOLUTION, APPLICABLE LAW: The parties shall resolve any
disputes, controversies or claims between them arising out of this Agreement in
accordance with the "Florida Governmental Conflict Resolution Act", Chapter 164,
Florida Statutes, as amended. This Agreement shall be governed by the laws of the
State of Florida. Venue in any proceedings shall be in Miami-Dade, Florida. Each
party will bear its own attorney's fees.
6. ENTIRE AGREEMENT, AMENDMENTS: This document 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 of this agreement that are not contained in this document. Accordingly, the
parties agree that no deviation from the terms hereof shall be predicated upon any
prior representations or agreements, whether oral or written. It is further agreed that
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City of Aventura—Interlocal Agreement with Miami-Dade County
no modification, amendment or alteration in the terms contained herein shall be
effective unless set forth in writing in accordance with this section. No modification,
amendment or alteration in the terms or conditions contained herein shall be effective
unless contained in a written document prepared with the same or similar formality as
this Agreement and executed by the parties.
7. JOINT PREPARATION: The parties acknowledge that they have sought and received
whatever competent advice and counsel as was necessary for them to form a full and
complete understanding of all rights and obligations herein and that the preparation of
this Agreement has been their joint effort. The language agreed to expresses their
mutual intent and the resulting document shall not, solely as a matter of judicial
construction, be construed more severely against one of the parties from the other.
8. SEVERANCE: In the event a portion of this Agreement is found to be invalid by a
court of competent jurisdiction, the remaining provisions shall continue to be effective
unless the City or County elect to terminate this Agreement. An election to terminate
this Agreement based upon this provision shall be made within seven (7) business
days after the finding by the court becomes final.
9. NOTICES: Any and all notices required to be given under this Agreement shall be
sent by first class mail, addressed as follows:
To the County:
Attention: Department of Transportation and Public Works
do Director
Miami-Dade County
701 NW 1 Court, Suite 1700
Miami, Florida 33136
(786) 469-5406
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City of Aventura—Interlocal Agreement with Miami-Dade County
To the City:
Attention: City Manager
Aventura City Government Center
19200 W. Country Club Drive
Aventura, FL 33180
(305)466-8900
IN WITNESS WHEREOF, the parties hereto set their hands and official seals the
day and year first above written.
ATTEST: MIAMI-DADE COUNTY, FLORIDA,
BY ITS BOARD OF
HARVEY RUVIN COUNTY COMMISSIONERS
CLERK OF THE BOARD
BY: BY:
Deputy Clerk County Mayor or County Mayor's Designee
Approved by County Attorney
as to form and legal sufficiency
County Attorney
ATTEST: CITY OF AVENTURA, a municipal
corporation of the State of Florida
BY: BY:
City Clerk City Manager
(Affix City Seal)
Approved by City Attorney
as to legal form and correctness
City Attorney
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