02-02-1999 CC Meeting AgendaCity of Aventura
~'TI~ of Exce
Cit~ Commission
Arthur L Snyder, Mayor
Harry Holzberg, Vice Mayor
Arthur Berger
Jay R. Beskin
Ken Cohen
Jeffrey M. Perlow
Patricia Rogers-Libert
CiO, Manager
Eric M. Soroka
CiO, Clerk
Teresa M. Smith, CMC
Cit~ AttorneF
Weiss Serota Helfman
Pastoriza & Guedes
AGENDA
Commission Meeting
February 2, 1999 - 6:00 P.M.
Biscayne Medical Arts Center
21110 Biscayne Boulevard Suite 101
Aventura, Florida 33180
~1. CALL TO ORDEK~ROLL CALL
2. PLEDGE OF ALLEGIANCE
3. ZONING HEARINGS - SPECIALLY SET BY COMMISSION FOR 6 P.M.
QUASI-JUDICIAL PUBLIC HEARINGS - Please be advised that the following i~ems on the
Commission's agenda are quasi-judicial in nature. If you wish to object or comment upon these
items, please indicate the item number you would like to address when the announcement regarding
the quasi-judicinl item is made. You must be sworn before addressing the Commission, and if you
wish to address the Cormmssion, you may be subject to cross-examination. If you refuse to submit
to cross-examination, the Commission will not consider what you have said in its final
deliberations.
DISCLOSURE OF ANY EX-PARTE COMMUNICATIONS PURSUANT TO ORDINANCE 96-09
Ao
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA GRANTING SPECIAL EXCEPTION APPROVAL
TO SPACING AND DISTANCE REQUIREMENTS FOR THE SALE AND
SERVICE OF ALCOHOLIC BEVERAGES TO WHOLE FOODS
MARKET GROUP, INC. LOCATED AT 21105 BISCAYNE BOULEVARD;
PROVIDING AN EFFECTIVE DATE.
February 2, 1999 Commission Meeting
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA GRANTING A SIGN VARIANCE TO PERMIT A
NAMEPLATE SIGN IN A RESIDENTIAL DISTRICT WITH LETTER
SIGN AREA LARGER THAN ALLOWED BY CODE FOR CLASSIC
RESIDENCE BY HYATT AT AVENTURA, LOCATED AT 19333 WEST
COUNTRY CLUB DRIVE; PROVIDING AN EFFECTIVE DATE.
APPLICANT: CAR WASH H, INC. (SIMONIZ CAR WASH)
(It is anticipated that this item will be deferred)
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA UPHOLDING AN ADMINISTRATIVE
SUBSTANTIAL COMPLIANCE DETERMINATION FOR PROPERTY
LOCATED AT 2751 NE 183 STREET; PROVIDING AN EFFECTIVE
DATE.
4. APPROVAL OF MINUTES:
Commission Meeting
Commission Workshop
January 5, 1999
January 19, 1999
$. AGENDA: Request for Deletions/Emergency Additions
6. SPECIAL PRESENTATIONS: .Proclamation to Aventura Police Department
7. CONSENT AGENDA:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AMENDING ORDINANCE NO. 98-22, WHICH
ORDINANCE ADOPTED A BUDGET FOR THE 1998/99 FISCAL YEAR
BY REVISING THE 1998/99 FISCAL YEAR OPERATING AND CAPITAL
BUDGET AS OUTLINED IN EXHIBIT "A" ATTACHED HERETO;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS ORDINANCE;
PROVIDING FOR AN EFFECTIVE DATE.
(Amends budget to recognize three additional Police Officer positions funded by a
Federal Grant and additional Public Service Aides and a Police Officer for traffic
flow enhancements)
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE THE ATTACHED WORK AUTHORIZATION NO. 15414.53
FOR PREPARATION OF ENGINEERING DESIGN SURVEY ON
COUNTRY CLUB DRIVES BY AND BETWEEN THE CITY OF
AVENTURA AND KEITH AND SCHNARS, P.A.; AUTHORIZING THE
CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT
2
February 2, 1999 Commission Meeting
THE AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE
DATE.
(Authorizes execution of work authorization for engineering survey work along
Country Club Drive)
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE THE ATTACHED WORK AUTHORIZATION NO. 15414.54
FOR PREPARATION OF CONSTRUCTION DOCUMENTS FOR
PEDESTRIAN SAFETY IMPROVEMENTS ON COUNTRY CLUB DRIVE
BY AND BETWEEN THE CITY OF AVENTURA AND KEITH AND
SCHNARS, P.A.; AUTHORIZING THE CITY MANAGER TO DO ALL
THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
(Authorizes execution of work authorization for pedestrian safety improvements
on Country Club Drive)
MOTION AUTHORIZING THE APPROPRIATION OF UP TO $66,000
FOR THREE (3) PATROL VEHICLES AND ONE (1) POLICE
MOTORCYCLE FROM THE POLICE FORFEITURE FUND IN
ACCORDANCE WITH THE CITY MANAGER'S MEMORANDUM.
(Authorizes appropriation of funds from the Police Forfeiture Fund for three patrol
vehicles and one police motorcycle)
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA URGING U.S. REPRESENTATIVE E. CLAY
SHAW TO EXPLORE THE POSSIBILITY OF ESTABLISHING A NEW
FULL SERVICE POST OFFICE IN THE SOUTHERN PORTION OF THE
CITY OF AVENTURA; AND PROVIDING FOR AN EFFECTIVE DATE.
(Urges Representative E Clay Shaw to explore the possibility of establishing a
new full service post office in the southern portion of the City)
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AND OTHERWISE ENTER INTO THE
ATTACHED CHANGE ORDER FOR BID NO. 98-4-24-2, WILLIAMS
ISLAND BOULEVARD IMPROVEMENTS, BY AND BETWEEN THE
CITY AND M. VILA & ASSOCIATES, INC.; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE
AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE
DATE.
(Authorizes City Manager to execute Change Order for Williams Island Boulevard
improvement project due to increased material quantities and addition of right turn
lane at intersection of NE 31a Avenue and NE 183rd Street)
February 2, 1999 Commission Meeting
8. PUBLIC HEARING: ORDINANCES - FIRST READING:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA,
AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED
CABLE FRANCHISE AGREEMENT BY AND BETWEEN THE CITY
AND TCI TKR OF SOUTH FLORIDA, INC.; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE
AIMS OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE
DATE.
9. PUBLIC HEARINGS: ORDINANCES - SECOND READING: None
10. RESOLUTIONS:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, APPROVING THE TRANSFER OF CONTROL
OF THE CABLE TELEVISION FRANCHISE FROM
RIFKIN/NARRAGANSETT SOUTH FLORIDA CATV LIMITED
PARTNERSHIP ("RNSF") TO INTERLINK COMMUNICATIONS
PARTNERS, LLLP ("ICP") AND PROVIDING AN EFFECTIVE DATE.
OTHER BUSINESS: None
~ 2. REPORTS
13. PUBLIC COMMENTS
~ 4. ADJOURNMENT
SCHEDULE OF FUTURE MEETINGS/EVENTS:
COMMISSION WORKSHOP FEBRUARY 16, 1999
COMMISSION MEETING MARCH 2, 1999
9 A.M.*
6 P.M. **
*Government Center 2999 NE 191~t Street Suite 500
**Biscayne Medical Arts Building 21110 Biscayne Blvd. Suite 101
T~is meeting is opean to the public~ In accordance with the Americans with Disabilities Act of 1990, all persons who are disabled and who need sl~ ecial
accommodations to paxtidpate in this meeting because of that disability should contact the Office of the City Clerk, 305-466-8901, not late* than two
days prior to such proc~d~g
Anyc~le wishingto appeal any decision made by the Aventura City Conunission with respect to any matter considered ot such meeting or hearing will
need a record of the pmccedlngs and, for such propose, 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 bese~
Agenda items may be viewed at the Office of the City Clerk. City of Aventura Government Cent~r, 2999 NE 191a Street. Suite 500, Aventura,
Florida, 33180. Anyone wishing to obtain a copy of any agenda item should contact the City Clerk at 305-466-8901.
4
CITY OF AVENTURA
TO:
FROM:
BY:
DATE:
SUBJECT:
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
City Commission ~
Eric M. Soroka, City/~/ly~fagei[
Brenda Kelley, Comn~elopn'~nt
January 29, 1999
Direct~
Request of Whole Foods Market Group, Inc. for Special Exception to
spacing and distance requirements for the sale and service of alcoholic
beverages (01-SE-99).
February 2, 1999 City Commission Meeting Agenda Item ~ //7
RECOMMENDATION
It is recommended that the City Commission approve the Special Exception with
conditions as outlined herein.
THE REQUEST
The applicant, Whole Foods Market Group, Inc. is requesting a Special Exception to
spacing and distance requirements for the sale and service of alcoholic beverages
(See Exhibit #1 for Letter of Intent).
BACKGROUND
OWNER OF PROPERTY
Berkowitz Development Group
ADDRESS OF PROPERTY
21105 Biscayne Boulevard (See Exhibit #2 for
Location Map)
SIZE OF PROPERTY:
Approximately 25 acres
LEGAL DESCRIPTION
Tracts A through F, Aventura Commons
Resubdivision as recorded in Plat Book 151
Page 58 of the Public Records of Dade County
Zoning -
Subject Property:
Properties to the North:
Properties to the South:
Properties to the East:
Properties to the West:
BU-2
P~U-2
RU-2
PAD
BU-2
BU-1
Special Business District
Two Family Residential District
Two Family Residential District; and
Planned Area Development
Special Business District
Neighborhood Business District, and
BU-1A, Limited Business District
Existing Land Use-
Subject property:
Properties to the North:
Properties to the South:
Properties to the East:
Properties to the West:
retail
vacant
vacant, residential and commercial
residential
vacant, residential and commercial
Future Land Use-According to the City of Aventura Comprehensive Plan, the
following properties are designated as follows:
Subject property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
Business and Office
Business and Office
Business and Office
Medium-High Density Residential
Business and Office, and
Biscayne Boulevard
The Site - The subject site, the Aventura Commons Shopping Center, is located at the
southeast corner of Biscayne Boulevard and NE 213 Street (See attached Exhibit #2).
The Project - Whole Foods is located in the Aventura Commons Shopping Center. It
is a specialty food store, selling foods as grocery items and for consumption on the
premises. Whole Foods provides its on-premises food sales in a self-service format
whereby customers select and are served items at a counter and carry their selection to
a table for consumption. In addition, Whole Foods would like to provide occasional
wine and beer tasting events as a service to their customers.
Ordinance 98-10 establishes certain spacing and location requirements applicable to
businesses selling alcoholic beverages, and allows for exceptions only for
establishments in BU-1 and BU-1A and other more liberal zoning districts which serve
cooked, full course meals, daily prepared on the premises, and which serve alcoholic
beverages only to persons seated at tables. The applicant does not meet either the
spacing requirements or the exception conditions.
2
ANALYSIS
Consistency with Comprehensive Master Plan - The request is not inconsistent
with the City of Aventura Comprehensive Plan.
Citizen Comments - The Community Development Department has received no written
citizen comments.
Community Development Department Analysis - The applicant is requesting a
special exception to spacing and distance requirements for the sate and service of
alcoholic beverages. City of Aventura Ordinance No. 98-10, regulating the sale of
alcoholic beverages, permits Whole Foods Market to sell only beer and wine as a
grocery item for consumption off the premises.
Ordinance 98-10 prohibits the sale of alcoholic beverages for on-premises
consumption at locations closer than 1500 ft. from another place of business having an
established alcoholic beverage use, or where the place of business is less than 2,500
feet from a religious facility or school. Currently, there is another place of business
having an established alcoholic beverage use within 1,500 feet of the proposed Whole
Foods Market, and several religious facilities and schools are located within 2,500 feet.
(See attached liquor survey.)
Ordinance 98-10 provides for certain exceptions to these spacing and distance
requirements. These are specified in subsection 4-2(E). An establishment selling
alcoholic beverages may be located within 1,500-foot and 2,500-foot spacing distances
if all of the following requirements are met:
1. It must be a restaurant located in a BU-1 or BU-1A and other more liberal zoning
districts.
The proposed Whole Foods Market meets this requirement. It is located in a BU-2
zoning district.
2. It must be a business that does not sell beer or wine for off-premises consumption.
The proposed Whole Foods Market does not meet this requirement, as it sells beer
and wine as grocery items for off-premises consumption.
It must be a restaurant that serves cooked, full course meals, daily prepared on the
premises and which provides alcoholic beverage service only through a service bar
to patrons seated at tables.
The proposed Whole Foods Market does not meet this requirement. It provides
alcoholic beverages on a self-service, cafeteria-style basis, not through a service
bar to patrons seated at tables.
3
In addition, the Whole Foods Market proposes to host wine and beer-tasting events
that do not conform to the above requirements. For these reasons, the applicant
requires Special Exception approval.
Criteria
According to Section 33-31 l(d) of the Miami-Dade County Code, a Special Exception
request should be evaluated using the following criteria:
1. The request would not have an unfavorable effect on the economy of Dade Coun~
The request to permit a market/restaurant to sell alcoholic beverages for on-
premises consumption would not have an unfavorable effect on the economy of
Dade County.
The request would not generate or result in excessive noise or traffic, cause undue
or excessive burden on public facilities, including water, sewer, solid waste disposal,
recreation, transportation, streets, roads, highways or other such facilities which
have been constructed or which are planned and budgeted for construction; and
The request to permit the on-premises sale of alcoholic beverages in a market/
restaurant would not generate or result in excessive noise or traffic, or cause
undue or excessive burden on public facilities above and beyond that which is
already contemplated for the market/restaurant in general and that of the entire
shopping center.
The request would not tend to create a fire or other equally or greater dangerous
hazards, or provoke excessive overcrowding or concentration of people or
population; and
The request for on-premises sale of alcoholic beverages in conjunction with a
market/restaurant would not tend to create a fire or other equally or greater
dangerous hazard, or provoke excessive overcrowding or concentration of
people or population above and beyond that which is already contemplated for
the market/restaurant in general and that of the entire shopping center.
The necessity for and reasonableness of such applied for exception in relation to the
present and future development of the area concerned and the compatibility of the
applied for exception with such area and its development.
The request to permit the on-premises sale of alcoholic beverages in a
restaurant is reasonable. Because religious facilities are located within 2,500
feet, and because other alcoholic beverage establishments are located within
1500 feet of the proposed development, the applicant is not permitted by code to
serve alcoholic beverages to patrons in the market's restaurant area. Staff
4
believes that by allowing the applicant to do so would not be unreasonable in
relation to the present and future development of the area in concern.
RECOMMENDATION
It is recommended that the City Commission approve the Special Exception with the
following conditions:
1. This approval shall be granted exclusively to the applicant.
2. The service of alcoholic beverages shall be terminated in the event that the City
Commission determines, after a public hearing, that the operation has created
and/or may tend to create a disturbance to the community. The public hearing shall
be set if the Director of the Department finds probable cause to believe that a
disturbance has been created, based upon complaints received or the Director's
observation.
3. The applicant shall comply with the hours of operation allowed to establishments for
package sales only; which is between the hours of 8:00 a.m. and 10:00 p.m.
5
WH LE
FOODS
601 N. Lamar Blvd. #300
Austin, Texas 78703-5413
(512) 477.4455
(512) 477,1301fax
World Wide Web
http: //ararw. wholefoods, corn
November 18, 1998
City of Aventura
Community Development Department
2999 NE 191 Street, Suite 500
Aventura, FL 33180
Letter of intent for Application for Special Exception
Bread of Life - Whole Foods Market
New location: 21105 Biscayne Blvd., Aventura, FL
Gentlemen and women:
This letter is written in support of our application for special exception to
Ordinance 98-10 regarding spacing and distance requirements for businesses
selling and serving alcoholic beverages. We are preparing to make a substantial
investment in a new store location at the Aventura Commons mall, but have
discovered that we will require an exception to your distance requirements in
order to proceed with our plans. The exception is required because it is our
understanding that (1) Beverages and More, a package store selling liquor, beer
and wine, will also be located at the Aventura Commons, at a site within 1500
feet of our planned location, and (2) there is a synagogue within 2500 feet of our
planned location.
The nearby location of the above two consideration points would not
require a special exception to your ordinance if we planned to offer beer and
wine only as a grocery item for offpremises consumption. However, the sale of
groceries will be our primary, but not our exclusive, activity at the Aventura
store.
Whole Foods Market and its regional subsidiaries own and operate the
nation's largest chain of natural foods supermarkets. Each store offers one-stop
shopping for customers seeking high quality natural and organic foods as well as
lifestyle products. We are dedicated to promoting the vitality and well being of
our customers by supplying the most wholesome foods available for all
individuals.
In addition to selling high quality, wholesome groceries, supplements,
household and personal care products, we offer a variety of prepared foods, deli
items, and fresh juices that customers can purchase to take home or, for their
convenience, eat on premises in a small caf6 seating area~ We also offer product
sampling, and would like to include wine and beer tastings to introduce our
customers to the products we sell and assist them in making informed choices.
We believe that by offering wine and beer for on-premise consumption for both
special event tastings and to accompany customers' meals in our prepared foods
area, we will enhance our customers' shopping experience and best serve our
local clientele.
The granting of the requested exception will not violate the purpose of
the ordinance, which is to protect the quality of community life by preventing
undue concentration of licenses establishments and disturbing influences in the
proximity of religious or educational institutions. Because of our health oriented
LOI for Application for Specia, ,~xception
Bread of Life - Whole Foods Market
November 18, 1998
Page 2
orientation and atmosphere, the caliber of our customers (who tend to be of higher education and income),
and the very small proportion of on premise service of alcoholic beverages, our planned operation will
allow us to improve the convenience and without any negative influence on the community. Thus, we
feel that approval of this exception will provide a public benefit. We request that a special exception be
granted as soon as possible, as we intend to open our new location at Aventura Commons in March 1999
and must await your decision before proceeding with a full scale commitment.
We value the privilege of serving the Aventura community and aim to be good neighbors. It is
company policy to donate a minimum of 5% of our profits each year to a wide variety of community and
non-profit organizations and to pay our Team Leaders (store managers) to give of their time to
conunuaity and service organizations. We look forward to a long and happy relationship with the City of
Aventura.
If you have any questions, please contact our compliance consultants, Sam Schorske and Radha
Nadi, at 800-400-1353.
Sincerely,
Glenda J. Flanagan
Whole Foods Market Group, Inc., President
GFAre
TEL: 707 541-3990
FAX: 707 541-3999
COMPLIANCE SERVICE of AMERICA, LLC
POST OFFICE BOX 7267
SANTA ROSA, CA 95407
December 11, 1998
Dear City Council Member:
Whole Foods Market is applying for a special exception under Section 4-2 of your
Ordinance 98-10 to allow the on and off sale of beer and wine within 1500 feet
of other sellers of alcoholic beverages. Whole Foods Markets is a responsible
chain of natural food markets and has been operating in Aventura for several
years. From all reports the existing store is popular and provides a unique and
valuable service to your community. The company now wishes to relocate its
store to the Aventura Commons Shopping Center on Biscayne Blvd.
Whole Foods Market has submitted a Letter of Intent with the application
describing their intended operations; I encourage you to read that letter to
understand exactly how Whole Foods Market intends to operate at its new
location. I am sending this additional letter on behalf of Whole Foods Markets to
explain some of the planning and land use considerations that are raised by the
application.
Local ordinances traditionally contain "distance from other establishments selling
alcoholic beverages" requirements to prevent undue concentration of bars and
liquor stores in a particular area or street. There are excellent reasons for such
restrictions. On the other hand, modern planning practice also requires the
concentration of retail and commercial activities in specific areas or zones so that
stores, shopping centers and commercial activities are grouped together to
protect residential neighborhoods and to provide for efficient traffic circulation.
The zoning that results from this practice leaves very few locations within a city
where larger stores like Whole Foods Market can locate due to zoning and traffic
considerations. Consequently, you will find that large retailers, who happen to
sell beer and wine as a grocery item, end up located within the "distance from
other establishments" radius in order to conform to zoning. These large retailers,
such as Whole Foods Market, do not pose the same problems as the types of
establishments that are generally the target of such distance requirements
because they focus on sale of alcoholic beverages for immediate consumption.
RETAIL & SUPPLIER LICENSES NATIONWIDE FEDERAL PERMITS RETAIL LICENSE UPKEEP
TRANSACTIONS OF ALL SIZES TRAINING CUSTOM MANUALS COMPLIANCE AUDITS
December 11, 1998
page 2
Whole Foods Markets is a fine food store and sells beer and wine only as an
adjunct to, and in support of, its sale of fine foods. The sole reason Whole Foods
Market seeks an on sale license for beer and wine is allow its customers to
occasionally taste or sample items with various foods and in various culinary
settings. This activity simply supports Whole Foods' primary business of the sale
of food items. Incidentally, Whole Foods has found that conducting such
activities at its other stores promote neighbors meeting neighbors, leading to a
greater sense of community.
Finally, in case any of you have concerns about competition between retainers,
please also remember that healthy competition among retailers is good for the
consumers of any community.
Thank you for your consideration of these points. I ask that you approve the
special exception application for Whole Foods Market.
Sincerely,
Rahda Nadi
Compliance Consultant
EXHIBIT #2
LEGEND
Roadways
RESOLUTION NO.
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA GRANTING SPECIAL
EXCEPTION APPROVAL TO SPACING AND DISTANCE
REQUIREMENTS FOR THE SALE AND SERVICE OF
ALCOHOLIC BEVERAGES TO WHOLE FOODS MARKET
GROUP, INC. LOCATED AT 21'105 BISCAYNE
BOULEVARD; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the property described herein is zoned BU-2, Special Business
District; and
WHEREAS, the Applicant, Whole Foods Market Group, Inc., through Application
No. 01-SE-99, has requested Special Exception approval to spacing and distance
requirements to permit the sale and service of alcoholic beverages and wine and beer
tasting within 1,500 feet of another place of business having an established alcoholic
beverage use and within 2,500 feet of religious facilities and schools, for that certain
business located at 21105 Biscayne Boulevard in Aventura, Florida; and
WHEREAS, following proper notice, the City Commission has held a public
hearing as provided by law; and
WHEREAS, the City Commission finds that the Application meets the criteria of
the applicable codes and ordinances, to the extent the application is granted herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Resolution No.
Page 2
Section 1. Application No. 01-SE-99 for Special Exception approval to spacing
and distance requirements to permit the sale and service of alcoholic beverages and
wine and beer tasting within 1,500 feet of another place of business having an
established alcoholic beverage use and within 2,500 feet of religious facilities and
schools on property legally described as:
Tracts A through F, Aventura Commons as recorded in Plat Book 151
Page 58 of the Public Records of Dade County, Florida
a.k.a.
Whole Foods Market
21105 Biscayne Boulevard
is hereby granted subject to the following conditions:
1. This approval is granted exclusively to the applicant.
2. The service of alcoholic beverages shall be terminated in the event that the City
Commission determines, after a public hearing, that the operation has created
and/or may tend to create a disturbance to the community. The public hearing shall
be set if the Director of the Department finds probable cause to believe that a
disturbance has been created, based upon complaints received or the Director's
observation.
3. The applicant shall comply with the hours of operation allowed to establishments for
package sales only; which is between the hours of 8:00 a.m. and 10:00 p.m.
Section 2. The City Manager is authorized to cause the issuance of permits in
accordance with the approvals and conditions herein provided and to indicate such
approvals and conditions upon the records of the City.
Resolution No.
Page 3
Section3. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by
, who moved its
adoption. The motion was seconded by
, and upon being put
to a vote, the vote was as follows:
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
PASSED AND ADOPTED this 2nd day of February, 1999.
Arthur I, Snyder, Mayor
ATTEST:
Teresa M. Smith, CMC, City Clerk
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
This Resolution was filed in the Office of the City Clerk this day of
,1999.
CITY CLERK
1305933256? WHOLE FOODS MKT--AUN 6?9 P02 JAN 11'99 13:03
Director
21001 Biscayne Boulevard · Aventura, Florida 33180 * Phone: (305) 933~0770 · Fax: (305) 933-0165
January 11, 1999
City Council Members
2999 NE 191st Street # 500
Aventura, ~ 33180
Dear City Council Members,
We understand that Whole Foods Market wishes to relocate its Aventura store to thc
Aventura Commons shopping Center on Biscayne Boulevard thus bringing their
location to slightly more than 2500 feet from our Synagogu~ Whole Foods has made
an application for a special exemption to allow the on and off sale of beer and wine at
its new store location. We have met with a representative of Wliele Foods Market and
are satisfied that their grocery store operations are compatible with the location of
Our Synagogu~ We have no opposition to the 1oration of the Whole Foods market at
the Aventura Commons Shopping Center and thc issuance of a license allowing beer
and wine salo, as per our discussion and conversation with Mr. Richie Gerber,
L~N.C. -Vice President of the Florida Region.
Sincerely,
Rabbi Casriel Brusowankin
Director
Sincerely,
AIlmtlfistratOr
cc:Whole Foods Market
Under tile Auapiccs of Florida Chabad-Labavitch, Rabbi A braharl2 Korf, R~giona[ Director
Division of Chabad ltoose of North Dade
Received Time J
CITY OF AVENTURA
TO:
FROM:
BY:
DATE:
SUBJECT:
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
City Commission ~~er
Eric M. Soroka, Cil
Brenda Kelley, Corlam~elopment D,recto~
January 29, 1999
Request of Classic Residence By Hyatt At Aventura for a sign variance to
allow a nameplate sign in a residential district with letter sign area larger
than allowed by Code (04-SV-99).
February 2, 1999 City Commission Meeting Agenda Item
RECOMMENDATION
It is recommended that the City Commission approve the request for a sign variance
subject to the conditions as outlined herein.
THE REQUEST
The applicant, Classic Residence By Hyatt At Aventura, is requesting a sign variance
to permit a nameplate sign in a residential district with letters of approximately 38 sq. f.
on the west (front) elevation of the temporary sales center. The applicant is allowed
one (1) nameplate sign by Code with letters not to exceed 3 sq. ft. in sign area (See
Exhibit #1 for letter of intent).
BACKGROUND
OWNER OF PROPERTY:
CC-Aventura, Inc.
ADDRESS OF PROPERTY:
19333 West Country Club Drive
LOCATION OF PROPERTY:
The northeast corner of West Country Club
Drive and the William Lehman Causeway.
SIZE OF PROPERTY: Approximately 4.32 acres
LEGAL DESCRIPTION: See Exhibit #2
EXISTING ZONING:
RU-4A, Hotel Apartment House District
FUTURE LAND USE DESIGNATION: Medium-High Density Residential
Zoning -
Subject Property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
RU-4A, Hotel Apartment House District
RU-4A, Hotel Apartment House District and
GU, Interim District
BU-2, Special Business District
GU, Interim District
BU-2, Special Business District
Existing Land Use-
Subject Property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
Temporary Sales Center
Turnberry Associates modulars and Golf
Course
William Lehman Causeway and Founders Park
Golf Course
Aventura Mall
Future Land Use- According to the City of Aventura Comprehensive Plan, the
following properties are designated as follows:
Subject Property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
Medium-High Density Residential
Parks and Recreation
Town Center
Parks and Recreation
Business and Office
The Site - The subject site, located at the northeast corner of West Country Club Drive
and the William Lehman Causeway, is an existing temporary sales center for the
proposed retirement development known as "Classic Residence By Hyatt" (See Exhibit
#3 for Location Map).
The Project - The temporary sales center is planned to be in existence for at least two
years. The sales center is used by the applicant in connection with the marketing of its
proposed retirement community, which received public hearing approval by Resolution
No 98-27, in March 1998. The applicant is requesting one (1) nameplate sign for the
west (front) elevation of the temporary sales center.
The sign proposed is a large, but tasteful, sign constructed of a marble background and
bronze colored, individual letters and logo.
2
ANALYSIS
Consistency with Comprehensive Plan -
City of Aventura Comprehensive Plan.
The request is not inconsistent with The
Citizen Comments- The Community Development Department has received no
written citizen comments regarding this application.
Community Development Department Analysis - The Sign Ordinance allows the
applicant one (1) nameplate sign with lettering not to exceed 3 sq. ft. in sign area.
The applicant is requesting one (1) nameplate sign on the west (front) elevation of the
temporary sales center with lettering at approximately 38 square feet. While the overall
border of the sign area is 92 sq. ft., the sign area for a residential nameplate sign
specifically refers to the size of the "lettering" sign area. The temporary sales center
sets back approximately 450 ft. from West Country Club Drive, making the sign appear
smaller than it actually is.
The applicant asserts that the identification as well as visibility from West Country Club
Drive is necessary to facilitate the sales and marketing of Classic Residences By Hyatt.
Criteria
The criteria for approval of sign variances as required by the City of Aventura Sign
Ordinance (No. 97-17) require:
The sign variance maintains the basic intent and purpose of the regulations,
particularly as it affects the stability and appearance of the City and provided that
the Variance will be otherwise compatible with the surrounding land uses and
would not be detrimental to the community. No showing of unnecessary
hardship is required.
The request maintains the basic intent and purpose of the regulations. The signage
does not affect land uses surrounding the property. The sign is very tasteful in
materials used and design, is not overly "attention-getting", and is temporary in nature.
RECOMMENDATION
It is recommended that the City Commission approve the request for a sign variance,
subject to the following conditions:
STANDARD CONDITIONS
1. Plans shall substantially comply with those submitted as follows:
3
· "Temporary Sales Center For Classic Residence By Hyatt", prepared by Mouriz
Salazar, Architects & Planners, Sheet A-l, dated 1-4-99.
2. The lettering sign area of the nameplate sign shall not exceed 38 square feet in
size.
3. The sign must be removed by September 17, 2001, unless the continuance of the
sign is granted by a motion of the City Commission prior to its expiration.
4
AT T O g N E Y S AT L A W
RECEIVED
JAN 0
COMMUNffY DEVELOPMEI~
Jtmn j. Mayol, J~.
(305) 579-0570
January 4, 1999
VIA HAND DELIVERY
Ms. Brenda Kelley, Director
City of Aventura
Community Development Department
2999 N.E. 191st Street
Aventura, Florida 33180
Re: Classic Residence by Hyatt/Application for Sign Variance
Dear Brenda:
This shall constitute our letter of intent in support of the application by Classic Residence by
Hyatt for a sign variance to permit a nameplate sign in a residential district with letters which exceed
three (3) square feet in area.
The proposed sign will be located on the west wall of the Applicant's sales and marketing
office which is on the northeast corner of the intersection of West Country Club Drive and William
Lehman Causeway. The office is used by the Applicant in connection with the marketing of its
retirement community which was approved by Resolution No. 98-27 of the City Commission in March
1998. (Attachment) The Property is currently zoned RU4A.
In order to facilitate the sales and marketing of Classic Residences by Hyatt, the identification,
as well as visibility from West Country Club Drive is necessary. The Applicant's plan for the
nameplate promotes the City Commission's policy to enhance the unique aesthetic character of the
City. The nameplate has been tastefully presented and designed, as has the actual sales center building.
The nameplate design with its surrounding expresses the identity of the individual proprietors and of
the community as a whole as depicted in the plans approved by the City Commission. It is an upscale
nameplate with gentle bronze coloring. The nameplate will serve to identify the site only, accordingly,
visual distraction will be minimal. Lastly, since this site will be in existence for a few years only, its
temporary nature mitigates any potential impact to the community.
EXHIBIT #1
GREENBERG TRAIJRIG~ P.A.
1221 RRICKELL AVENUE MIAMI, FLORIDA 33131
305 579 0500 FAX 305 579-0717 www.gtlaw.com
MIkMI NEW YORK WASHINGTON, D,C. ATLANTA PIIILADELPItlA T¥SONS CORNER S,~O PAUIO
FORT LAUDERI)ALE WEST PA[ M BEACIt ORLANDO TALLAIIASSEE BOCA J{AFON
Ms. Brenda Kelley
Classic Residence by Hyatt
March 3, 1998
Page 2
Based on the foregoing, the Applicant respectfully requests your favorable consideration of this
application.
In connection with the above referenced application for a sign variance, enclosed please find:
1. Application for sign variance;
2. Complete zoning history;
3. Twelve (12) sets of supporting, signed and sealed, sign details which illustrate sign
requested;
4. Twelve (12) sets of photographs;
5. Disclosure of Interest Form;
6. One (1) notarized copy of a list of names and addresses, one (1) set of self-
adhesive labels; and
7. Check payable to the City of Aventura for $750.00
Should you have any questions or require additional information, please do not hesitate to
contact Gloria M. Velazquez (579-0736) or myself.
Very truly yours,
Juan J. Mayi~
attachments
cc: Mr. Jerry Falcon
Gloria M. Velazquez, Esq.
GREENBERG TRAURIG
DESCKIJ~TION ~
A PORTION OF TRACT "HH" OF "ru- iH ADDITION BISCAYNE YACHT AND
COUN'i KY CLUB", ACCORDING TO THE PLAT TItF2t~OF AS RECORDED I~ PLAT
BOOK 99, AT PAO{S 20, OF TH~ PUBLIC RECORDS OF DADE COUNTY, PLORIDA.
BEI2~G DESalt) AS FOLLOW~ ~
BEGfNNI~G AT TH~ S.F~COR]~I~ OF SAID TRACT '~I~"; THENCE S 74 02'45" W,
ALONG THE SOUT[-[ ~ OF SAID TEA. CT ~ FOR 92..47 FEET; TH~ENCE
S.78 09'37' W FOR 348.43 .~--1' TO A POI~%~T ON TH~ AI~C OF-A CURVE CONCAVE TO
TI-[E NORTHWEST, SAID POI~I' BEARS S 15 $7'15' E FI~OM TH~ CEN tt=R. OF SAH3
CURVE; THENCE SOUTI-IWES-t-u=,~y, ALONG TILE ARC OF SAID CURVE TO THE
RIGHT, HAVI~G A RADIUS OF 5.~9.55 ~t=t AND A t;J~-ttcAL ANGLE OF
i 16~8" FOE. AN ARC DISTANCE OF 123.89 r~-~--i TO A POINT ON TH~ A~C OF A
CURVE CONCAVE TO T'rlE NORTHEAST, SAID POINT BEARS $ 45 05'41' W FROM
THE ~P.~ ~ ~.t~ OF SAID CURVE; THENCE NOP, THWES ~,'=~J~Y, ALONG THE ARC OF
SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 50.0O r~-t' AND A CEN i t,,AL
ANGLE OF 35 1851" FOP, AN ARC DXSTANCE OF 30.82 FEET TO A POINT OF
REVEKSE CURVATURE; THENCE CON t U~o'E NORTHWESt'~LY, ALONG THE AEC
OF gAfD CUI~VE TO THE Li:~r-t~-HAVING A RADIUS OF 1421.14 [,~=~.-~ AND
~:.N ~KAL ANGLE OF $ 40'49' FOR AN ARC DXSTANCE OF 215.30 ~.~-~ TO A POINT
OF REVERSE CUR. VA~ THENCE NOR'I'HWE~ ~ r...tO, Y, ALONG THE ARC OF SAiD
CURVE TO TH~ RIGHT, HAVING A RADIUS OF 4510.6~ F'~TT A_ND A ~H'I'RAL
ANGLE OF 0 ~" FOR AN ARC DISTANCE OF 31.69 FEET; THENCE N 58 55'12' E
FOR 422.48 r ~-~:t' TO A POII~IT ON ~ ARC OF A CURVE CONCAVE TO TH~
NORTHEAST SAI~ POII~T BEARS S 40 33~)!' W FI~.OM ~ CEN rt~K OF SAID CURVE.
THENCE SO~Y, ALONG TI-IE ARC OF SAID CURVE TO TH~
HAVING A RADIUS OF 790.0O r~=~_.t AND A ~ ANGL~ OF 16 56'02' FOR. AN
ARC DISTANCE OF 233.49 r-----t; THENCE S 15 57'15" E FOP- 240.00 FEET TO TH~
POINT OF BEGINNING. THE LAST TWO (2) COURSES BE[NG ALONG THE
BOUNDARY OF SAID TRaCT 'HI-I~,
CONTAI]~]~G 188033.08 SQUARE 1-~_.;'1 Iv{ORE O1~. L~SS OR 4.32 ACRES Iv{Ol~ OR
LESS
EXHIBIT #2
LEGEND
..... ZIP Code
EXHIBIT #3
RESOLUTION NO.
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA GRANTING A SIGN
VARIANCE TO PERMIT A NAMEPLATE SIGN IN A
RESIDENTIAL DISTRICT WITH LETTER SIGN AREA
LARGER THAN ALLOWED BY CODE FOR CLASSIC
RESIDENCE BY HYATT AT AVENTURA, LOCATED AT
19333 WEST COUNTRY CLUB DRIVE; PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the property described herein is zoned RU-4A, Hotel Apartment
House District; and
WHEREAS, the Applicant, CC-Aventura, Inc., through Application No. 04-SV-99,
has requested a sign variance to permit a nameplate sign in a residential district with
letter sign area larger than allowed by Code for Classic Residence by Hyatt at
Aventura, located at 19333 West Country Club Drive, in Aventura, Florida; and
WHEREAS, following proper notice, the City Commission has held a public
hearing as provided by law; and
WHEREAS, the City Commission finds that the Application meets the criteria of
the applicable codes and ordinances, to the extent the application is granted herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Resolution No.
Page 2
Section 1. Application No. 04-SV-99 for sign variance to permit a nameplate
sign in a residential district with letter sign area larger than allowed by Code on
property legally described as:
See Exhibit #1 attached hereto for the legal description
a.k.a.
Classic Residence by Hyatt at Aventura
'19333 West Country Club Drive
is hereby granted subject to the following conditions:
~1. Plans shall substantially comply with those submitted as follows:
· "Temporary Sales Center for Classic Residence by Hyatt", prepared Mouriz Salazar,
Architects & Planners, Sheet A-l, dated 1-4-99;
2. The lettering sign area of the nameplate sign shall not exceed 38 square feet in
size.
3. The sign must be removed by September '17, 2001, unless the continuance of the
sign is granted by a motion of the City Commission prior to its expiration.
.Section 2. The City Manager is authorized to cause the issuance of permits in
accordance with the approvals and conditions herein provided and to indicate such
approvals and conditions upon the records of the City.
Section 3. This Resolution shall become effective immediately upon its
adoption.
Resolution No.
Page 3
The foregoing Resolution was offered by
, who moved its
adoption. The motion was seconded by
., and upon being put to a
vote, the vote was as follows:
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
PASSED AND ADOPTED this 2r~ day of February, 1999.
Arthur I. Snyder, Mayor
ATTEST:
Teresa M. Smith, CMC, City Clerk
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
This Resolution was filed in the Office of the City Clerk this __ day of
,1999.
CITY CLERK
.DESCRIPTION
A PORTION OF TRACT '~[-II~ OF "~-tH ADDITION BISCAYNE YACHT AND
COUN'I~y CLUB", ACCORDING TO TI{E PLAT THI~.EOF AS RECORDED IN PLAT
BOOK 99. AT PAGE 20. OF TH]E PUBLIC RECORDS OF DADE COUNTY, FLORID&
BEING DESCRIB17D AS FOI..LOW~ ~
BEGINNING AT THE S.F~CO~ OF SAE) TRACT "HI-I"; THENCE S 74 02'45' W,
ALONG THE SOUTH LINE OF SAID TRACT ~ FOR 92.47 FEET; THENCE
S 78 09~7' W FOR 348.43 l'~=t~-f TO A POINT ON ~ ARC OF:A CURVE CONCAVE TO
T~ NOR'I'HWE,WI', SAID POINT BEARS $ 15 57'15' E FROM ~ ~ t,~R OF SAID
CURVE; THENCE SOUTHWESTERLY, ALONG THE ARC OF SAID CURVE TO THE
RIGHT, HAVING A RADIUS OF $569.55 FEET AND A t.:az~-t~ ANGLE OF
I 16'28' FOR AN ARC DISTANCE OF 173.89 t, ias=~ TO A PO/NT ON THE ARC OF A
CURVE CONCAVE TO ~ NOR~, SAID POIIqT n~Al~ $ 45 05'41' W FROM
THE CEN t~a~ OF SAID CURVE; THENCE NORIItWES't t~cLY, ALONG THE ARC OF
SAID CURVE TO THE RI~-IT, HAVING A RADIUS OF $0.00 t-t~-r AND A C,~q'rRAL
ANGLE OF 35 Ig'$1' FOR AN ARC DISTANCE OF 30.g~ FEHT TO A POINT OF
RE~,XE CURVATLfRF4 THt~CE CONT~ILfE NOR~Y, ALONG THE ARC
OF SAID CURVE TO ~ Li~I=T,-HAVIi~fO A RADIIJ$ OF 1421.14 f~,'=l:~-I AND a
C~Nt~ ANGLE OF 8 40'4~' FORAN ARC DISTANCE OF 215.30 F~':I- TO A POINT
OF ~ CURVATURE; ~ NOR~Y, ALONG THE ARC OF SAID
CURVE TO THE RI~-IT, HAV1HG A RADIUS OF 45 I0.6~ ~ AND A CENTRAL
ANGLE OF 0 24~09' FOR AN ARC DISTANCE OF ~ 1.6~ FEET; THHNCE N $8 55'12' E
FOR 47.2.48 ~ TO A POINT ON TH~ ARC OF A CLfRVE CONCAVE TO THE
NORIHEAST SAID POINT BEAR~ S 4O $$~01" W FROM THE ca:a~ ~-,'~. OF SAID CURVE.
~C~ Sou'r[tEA~-/iilO.,y, AI.,ONG ~ ARC OF SAID CURVE TO ~ Lid"r,
HAVING A RADIIJ~ OF 790.00 l.p.i:~-l- ~ A ~ iF, AL AI~(~L~ OF 16 56'02' FOR AN
ARC DISTANCE OF 733.49 t','~.~]'; 'rHt!~CE S 15 57'I$" E FOR 240.00 FEET TO TH~
POINT OF BEGI!NrI~ING. TH~ ~ TWO (2) COURSES BEING ALONG THE
BOUNDARY OF SAID TRACT "HH".
CONTAINING 188033.08 SQUARE ~t=t~-l' MORE OR L~-SS OR 4.32 ACRES MORE OR
LESS
EXHIBIT #1
CITY OF AVENTURA
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
TO:
FROM:
BY:
DATE:
SUBJECT:
City Commission
Eric M. Soroka, Cit~/?
Brenda Kelley, Com~'mL~
January 29, 1999
f~Dr velopment
Director~
Request of Car Wash II, Inc. (Simoniz Car Wash) for variance from the
City's Sign Ordinance to allow miscellaneous signage. (01-SV-99)
February 2, 1999, City Commission Meeting Agenda Item
This application was advertised for the public hearing meeting of January 5, 1999.
Prior to the January 5th meeting the applicant, Car Wash II, Inc. (Simoniz Car Wash)
requested that the item be deferred until the meeting of February 2, 1999, which the
City Commission approved.
The applicant has informed staff that they are not yet prepared to proceed to public
hearing. Therefore, staff recommends that this item be deferred until such time that the
application is renoticed for public hearing.
TO:
FROM:
BY:
DATE:
SUBJECT:
CITY OF AVENTURA
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
City Commission
January 29, 1999
/elopment Directo~
Appeal of administrative Substantial Compliance Determination approval
allowing modification of a previously approved site plan for the Imperial
Club development. (01-APP-99)
February 2, 1999 City Commission Meeting Agenda Item
RECOMMENDATION
It is recommended that the City Commission deny the request to overturn a favorable
administrative Substantial Compliance Determination. (Such denial would uphold staffs
favorable Substantial Compliance Determination.)
THE REQUEST
The applicant is requesting that the City Commission overturn a favorable
administrative Substantial Compliance Determination, which, if upheld by the
Commission, would approve a minor modification of a previously approved site plan.
(Letter of intent is attached as Exhibit #1).
BACKGROUND
APPLICANT:
Affordable Community Housing Trust (ACHT)
ADDRESS OFPROPERTY:
LEGAL DESCRIPTION:
OWNER OF LAND:
2751 N.E. 183 Street (Location map is
attached as Exhibit #2)
Portion of Tract "A" Port William Subdivision
according to the plat thereof recorded in Plat
Book 127 at Page 46 of the public records of
Dade County, Florida.
Royal Imperial Group (Aventura Land
Investment, L.P.); and
Affordable Community Housing Trust (ACHT)
SIZE OFPROPERTY
1.9203 Acres
EXISTING ZONING:
BU-2, Special Business District
FUTURE LAND USE DESIGNATION: Business and Office
SURROUNDING PROPERTIES
Zoning -
Subject Property:
Property to the North:
Property to the East:
Property to the South:
Property to the West:
BU-2, Special Business District
BU-2, Special Business District
BU-2, Special Business District
RU-4A, Hotel/Apartment House District
BU-2, Special Business District, and
IU-1, Light Industrial District
Existing Land Use -
Subject Property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
residential and parking lot
vacant
residential
commercial
commercial and industrial
Future Land Use-According to the City of Aventura Comprehensive
following properties are currently designated as follows:
Subject Property:
Property to the North:
Property to the South:
Business and Office
Business and Office
Business and Office, and
Plan, the
2
Property to the East:
Property to the West:
Medium High Density Residential
Medium High Density Residential
Business and Office
The Site - The overall Imperial Club site measures 3.4 acres. Of this, approximately
1.5 acres is owned by the applicant, Affordable Community Housing Trust (ACHT), and
contains an existing 14-story apartment building for the elderly. The remaining area of
approximately 1.9 acres is owned by Royal Imperial Group (Aventura Land Investment,
UP.) and currently contains part of the parking lot for the Imperial Club apartment
building.
The Project- In 1990, Miami-Dade County approved a site plan allowing an 8-story
Adult Congregate Living Facility (ACLF) and nursing home on the land now owned by
Royal Imperial Group (Aventura Land Investment, LP), who now proposes to build an 8-
story alI-ACLF facility with no nursing home component.
DESCRIPTION/BACKGROUND
In 1984, Miami Dade County, through Resolution 4-ZAB-506-84, approved a site plan
for a 14-story apartment hotel for the elderly on Tract A of Port William Subdivision. In
1990, Miami-Dade County, through Resolution Z-264-90, approved a revised site plan
that allowed two towers, a 14-story apartment building for the elderly (now existing) and
an 8-story ACLF and nursing home (which has not been built). In 1992, the owners of
the site sold that portion containing the existing apartment building to Affordable
Community Housing Trust (ACHT), and retained ownership of the remainder of the
property.
On October 7, 1998 the City of Aventura received an application from the owners of the
land not containing the existing building (Royal Imperial Group [Aventura Land
Investment, LP]) seeking administrative approval for a Substantial Compliance
Determination on a revision to the 1990 County-approved site plan. The revision would
change the ACLF/nursing home tower to an alI-ACLF facility. Royal Imperial Group
(Aventura Land Investment, LP) provided all requested information and undertook
minor changes to the proposed new site as requested by staff. Staff finds that the
proposed plan conforms to the guidelines provided by Miami-Dade County for
administrative Substantial Compliance Determination.
Representatives for ACHT contacted staff with concerns that both the 1990 site plan
and the proposed 1998 site plan propose the construction of a driveway and parking
spaces on land owned by ACHT. Representatives of the Royal Imperial Group
(Aventura Land Investment, LP) maintain that this issue is addressed in a 1990
document "Declaration of Restrictions", a second 1990 document, "Declaration of
Restrictive Covenants in Lieu of Unity of Title" and a 1992 document, "Easement and
Operating Agreements." Representatives of ACHT do not agree.
3
A December I meeting with representatives of the two landowners and City staff was
unable to achieve agreement between the landowners. Under those circumstances in
which the Department is aware of objections to an approval of the Substantial
Compliance Determination, notice of intent to make a favorable ruling is to be provided
to the objectors and applicant before approval is granted. If the decision is appealed,
the objection is heard at a public hearing before the City Commission. If the
administrative decision is upheld by the City Commission, the substantial compliance
determination is then issued.
On December 4, 1998 representatives for ACHT wrote the Community Development
Director to express their objections to the proposed second tower. On December 18,
1998 the Community Development Director informed both landowners of the
Department's intention to approve the Substantial Compliance Determination. (See
Exhibit #3). The Director also informed both landowners that the Miami-Dade County
Code provides for appeals of administrative planning and zoning decisions made by the
Director.
On January 13, 1999, ACHT appealed the Substantial Compliance Determination
decision. The letter of appeal Exhibit #1) contained three arguments:
1. Because the site plan enwsions a road/driveway from the proposed parking garage
across a portion of land now owned by ACHT, approval of the Substantial
Compliance Determination constitutes a taking;
Royal Imperial Group (Aventura Land Investment, LP) cannot build the proposed
site plan without the consent of ACHT, which has stated that it will not give such
consent;
Because development of the second tower will create a parking problem that does
not currently exist, approval of the Substantial Compliance Determination will not
promote the health, safety and general welfare of the public.
Furthermore, ACHT is requesting that the City Commission vacate the 1990 site plan
approval and require Royal Imperial Group (Aventura Land Investment, LP) to go
through another approval with a site plan limited only to land they own.
The following two sections outline the analysis used to find the 1998 proposed site plan
substantially in compliance with the existing 1990 site plan and a specific analysis of
the arguments advanced by ACHT in their appeal.
ANALYSIS: SUBSTANTIAL COMPLIANCE DETERMINATION
The buildings shall be no greater in height, or number of stories.
4
The proposed building remains at 8 stories and 99.33 feet in height.
2. There are the same number of units, and the same or less lot coverage and
FAR.
The number of dwelling units increases from 158 to 171 (8.2 percent), but because the
number of bedrooms and number of beds decrease from 195 to 171, this was not
deemed to be a significant factor. (Unlike a regular apartment building, the number of
beds per bedroom is a controlled factor.) Lot coverage of the primary building
decreased by 5.2 percent, while lot coverage of the parking structure decreased by
17.7 percent.
3. Quantity of buildings and bedrooms may increase or decrease by 10% based
on the entire plan provided the plan complies with other requirements.
The number of bedrooms, number of beds, and number of residents decrease from 195
to 171 (12.5 percent) because the new configuration contains no 2-bed units.
4. The roadway patterns, particularly ingress-egress points, shall be similar.
The primary difference in internal roadway layout is the realignment of the ramp from
the north to the south side of the parking garage. Staff is of the opinion that this change
improves internal circulation. Staff suggested to the applicants that they realign the
south entry onto NE 183 Street approximately six feet to complement the realignment of
the ramp. The applicant subsequently revised their proposed site plan to accommodate
this change.
5. Building setbacks shall be generally the same or greater distances from
perimeter property lines.
Building setbacks are unchanged.
The open space and proposed walls/fences shall be in the same general
locations and in the same general locations and in the same or greater
amount.
The amount and percentage of landscaped area is unchanged. Locations of walls and
fences are unchanged.
7. Elevations and renderings of buildings must be comparable to hearing related
submittals.
Prior renderings are not available. However, elevations and renderings submitted with
the revised site plan conform to descriptions contained in the previous Miami-Dade
County resolutions.
=
Recreational facilities, if shown on hearing-approved plans, may not be
omitted. If these facilities were not shown in the public hearing process, they
may be added if they do not substantially increase lot coverage or decrease
open space and are located internally within the development.
No new recreational facilities are proposed on either the 1990 or 1998 site plans.
9. The proposed changes must not create variances which have been approved
previously, or which worsen the severity of those which have been approved.
No additional variances are required.
Consistency with Comprehensive Master Plan - The request is not inconsistent with
the City of Aventura Comprehensive Plan.
Citizen Comments - The Community Development Department has received no written
citizen comments regarding this appeal.
ANALYSIS OF REASONS FOR APPEAL STATED BY ACHT
Because the site plan envisions a road/driveway from the proposed parking
garage across a portion of land now owned by ACHT, approval of the
Substantial Compliance Determination constitutes a taking.
This objection constitutes a legal argument that is outside the scope of the City's
Substantial Compliance Determination procedure. As such, the issue should be
resolved through private actions by the respective parties and their representatives.
Moreover, the covenants of record appear to provide a private right of access.
=
Royal Imperial Group (Aventura Land Investment, LP) cannot build the
proposed site plan without the consent of ACHT, which has stated that it will
not give consent.
This objection also constitutes a legal argument that is outside the scope of the City's
Substantial Compliance Determination procedure. Again, this issue should be resolved
through private actions by the respective parties and their representatives. Further, the
covenants of record appear to provide a private right of access.
6
3. Because development of the second tower will create a parking problem that
does not currently exist, approval of the Substantial Compliance
Determination will not promote the health, safety and general welfare of the
public.
Because the total number of residents in the new tower is projected to decrease from
195 to 171, and because the relatively more staff-intensive nursing home component is
omitted in the new site plan, the proposed 1998 site plan projects a total employment of
17, as compared to the 19 employees projected in the 1990 site plan. A parking
problem is not created.
4. ACHT requests that the City Commission vacate the 1990 site plan approval
and require Royal Imperial Group (Aventura Land Investment, LP) to go
through another approval with a site plan limited only to land they own.
This action is outside the scope of the Substantial Compliance Determination procedure
established by Miami-Dade County and adopted by the City of Aventura. The purpose
of the procedure is to examine modifications to existing site plans to determine if the
proposed changes are in substantial compliance with previous approvals. The
procedure is not suitable to evaluate the appropriateness of earlier governmental
decisions, the fairness of private agreements, or to make broad determinations as to
the general public interest.
RECOMMENDATION
It is recommended that the City Commission deny the request to overturn a favorable
administrative Substantial Compliance Determination. (Such denial would uphold staffs
favorable Substantial Compliance Determination.)
7
Law Offices
HOLLAND & KNIGHT LLP
701 Brickell Avenue, Suite 3000
P.O. Box 015441 (ZIP 33101-54,41)
Miami, Florida 33131
305-374-8500
FAX 305 -789-7799
w'~,.hk~aw,com
January 13, 1999
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305-789-7793
Internet Address:
la~homps @hklaw.com
VIA HAND DELIVERY
RECEIVED
Ms. Brenda Kelley
Community Development Director
City of Aventura
Government Center
2999 N.E. 191st Street
Suite 500
Aventura, Florida 33180
JAN 1 3 1999
COMMUNITY DEVELOPMENT
Re:
Appeal of Notice of Intent to Make a Favorable Ruling of
Substantial Compliance for Imperial Club 2751 NE 183
Street
Dear Ms. Kelly:
Holland & Knight has been retained to represent Affordable Community
Housing Trust ("ACHT") concerning the above identified matter. Pursuant to
Section 33-311 of the Miami-Dade County Code, ACHT appeals the notice of intent
to make a favorable ruling of substantial compliance. This appeal is based on three
arguments.
First, the substantial compliance determination should not be approved
because it constitutes a taking of property owned by ACHT without compensation.
This taking issue was not considered during the staffs review but should be
considered by the City Commission prior to approving the administrative decision.
A taking issue is raised because of a change in ownership to a part of the property
developed by the site plan. See Exhibit i (copy of 1990 Site Plan). Specifically, in
1990, when the original site plan was approved by Dade County pursuant to Dade
County Resolution Z-264-90, the entire site was under common ownership. See
Exhibit 2 (copy of 1990 Resolution). Thereafter the Applicant decided to develop
the property under separate ownership. In order to facilitate the development of the
property by separate owners, a Covenant in Lieu of Unity of Title was recorded on
EXHIBIT #1
01-APP-99
Ms. Brenda Kelley
January 13, 1999
Page 2
the property. See Exhibit 3 (copy of Covenant in Lieu of Unity of Title). In 1992,
the Applicant sold the existing fourteen story apartment building and a portion of
the surrounding land to ACHT. See Exhibit 4 (current survey of ACHT owned
property). The Applicant maintained ownership of the adjacent existing parking lot.
At the closing, the two parties entered into an Easement and Operating Agreement
which governed their relationship. See Exhibit 5 (copy of Easement and Operating
Agreement).
The takings issue arises because the site plan envisions a road/driveway from
the newly constructed parking garage across a portion of the property that was sold to
ACHT in 1992. Because the Applicant sold off a portion of the property where the
road/driveway is to be built, construction of this road/driveway would constitute a
taking as the improvements would be built on ACHT's property and would
significantly devalue the remaining portion of ACHT's property and its ongoing
business.
Second, because the Applicant does not own all of the property it plans to
develop, it cannot develop the property pursuant to the site plan without the
consent of ACHT. Again because this development would significantly devalue the
ACHT property and ongoing business, ACHT will not give such consent.
Third, even if the site could be developed pursuant to this site plan, approval
of this substantial compliance application will not promote the health, safety and
general welfare of the public. Development of the site according to this plan will
create a parking problem that does not currently exist. Pursuant to the
administrative review process, the staff conducted an analysis of the parking
requirements based upon the information provided by the Applicant. The
information relating to the number of employees at the current facility was
inaccurate.
An analysis of the real number of parking spaces that will be necessary to
accommodate the number of staff required to operate both facilities demonstrates
that development of the site according to this site plan will create a parking
problem. This "real world" problem may not have been considered during the
hypothetical analysis conducted by the staff. We will submit evidence during the
public hearing demonstrating that it will exist if the site is developed as approved.
Accordingly, we respectfully request that this Commission vacate the 1990
Site Plan Approval and require the Applicant to go through another site planning
process and produce a site plan that develops only the property owned by the
Ms. Brenda Kelley
January 13, 1999
Page 3
Applicant. Alternatively, we respectfully request that the administrative decision
to make a favorable ruling of Substantial Compliance be overturned because it is not
in the best interest of the public.
Sincerely yours,
HOLLAND & KNIGHT, LLP
Laurie A. Thompson
cc: Jerry Proctor (w/out exhibits)
MIA4-690290
BROWARD COUNT~'
DADE COUNTY
201 TER.
AVENTURA
Moll
192 ST.
of Aventura
190~c
YACHT CLUB DR.
7 CIRCLE
WAY
Shoppes' 207 ST.
CLUB DR.
'SITE
188 ST.
33180
331
Dumfoutulling
LEGEND
ZIP (
Atlantic
Roadways
City Boundary
T#2~
01-APP-99
CITY OF AVENTURA
GOVERNMENT CENTER
2999 N.E. 191ST STREET
SUITE 500
AVENTURA~ FLORIDA 33180
December 18, 1998
ARTHUR I. SNYDER
KEN COHEN
Ms. Laurie A. Thompson, esq.
Holland and Knight, LLP
701 Brickell Avenue, Suite 3000
Miami, FL 33131
JAY R, BESKIN
Via facsimile and reRular mail
Re: Substantial Compliance Determination for Imperial Club, 2751 NE 183 Street.
Dear Ms. Thompson,
The Department of Community Development has completed its review of the Application
for Substantial Compliance submitted on behalf of the above referenced property. It is
the intention of this department to issue a favorable ruling of substantial compliance.
Section 33-311 of the Miami-Dade County Code provides for appeals of administrative
planning and zoning decisions made by the Director. Under those circumstances in
which a Substantial Compliance Determination is requested and the Department is
aware of objections to the planned project based upon modifications to the previously
approved plans, notice of intent to make a favorable ruling of substantial compliance will
be provided to the objectors and applicant before approval is granted. If the decision is
appealed, the objection will be heard at a public hearing before the City Commission. If
the administrative decision is upheld by the City Commission, the substantial compliance
determination will be issued.
If you wish to appeal the favorable substantial compliance decision it will be necessary
for you to inform this Department in writing no later than January 13, 1999. The following
must accompany such letter of appeal:
1) A check for $650.00, payable to the City of Aventura, for public hearing posting and
notification costs.
2) A notarized list of all property owners located within a 300~foot radius of the exterior
boundary of the subject property.
3) A copy of the above list printed on self-adhesive labels.
EXHIBIT #3
01-APP-99
PHONE: 305-466-8900 * FAX: 305-466-8939
The public hearing for this appeal, if requested, will be held Tuesday, February 2, 1999
at 6:00 PM. If you have any further questions, please feel free to contact me at (305)
466-8940.
Sincerely,
Brenda Kelley,
Community Development Director
C: Jerry Proctor, esq., Bilzin, Sumberg LLP
Eric M. Soroka, City Manager
David M. Wolpin, esq., City Attorney
RESOLUTION NO.
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA UPHOLDING AN
ADMINISTRATIVE SUBSTANTIAL COMPLIANCE
DETERMINATION FOR PROPERTY LOCATED AT 2751
NE 183 STREET; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the property described herein is zoned BU-2, Special Business
District; and
WHEREAS, the Applicant, Affordable Community Housing Trust (ACHT),
through Application No. 01-APP-99, has requested that the City Commission overturn a
favorable administrative Substantial Compliance Determination, which, if upheld by the
Commission, would approve a minor modification of a previously approved site plan for
that certain property located at 2751 NE 183 Street in Aventura, Florida; and
WHEREAS, following proper notice, the City Commission has held a public
hearing as provided by law; and
WHEREAS, the City Commission finds that the Application meets the criteria of
the applicable codes and ordinances, to the extent the application is granted herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. Application No. 01-APP-99 for appeal to overturn a favorable
administrative Substantial Compliance Determination for that certain property legally
described as:
Resolution No.
Page 2
is hereby denied,
Determination.
Section 2.
Portion of Tract "A' Port William Subdivision according to the plat
thereof recorded in Plat Book 127 Page 46 of the public records of
Dade County, Florida
a.k.a.
2751 NE 183 Street
thereby upholding an administrative Substantial
Compliance
The City Manager is authorized to cause the issuance of an
administrative Substantial Compliance Determination in accordance with the approvals
herein provided and to indicate such approvals upon the records of the City.
Section 3. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by
adoption. The motion was seconded by
to a vote, the vote was as follows:
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
, who moved its
, and upon being put
PASSED AND ADOPTED this 2"d day of February, 1999.
ATTEST:
Arthur I. Snyder, Mayor
Teresa M. Smith, CMC, City Clerk
Resolution No.
Page 3
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
This Resolution was filed in the Office of the City Clerk this __ day of February, 1999.
CITY CLERK
MINUTES
CITY COMMISSION MEETING
TUESDAY, JANUARY 5, 1999 6:00 P.M.
Biscayne Medical Arts Center
21110 Biscayne Boulevard Suite 101
Aventura, Florida
1. CALL TO ORDER/ROLL CALL: The meeting was called to order at 6:00 p.m. by
Mayor Arthur I. Snyder. Present were Commissioners Arthur Berger, Jay R. Beskin,
Ken Cohen, Jeffrey M. Perlow, Patricia Rogers-Libert, Vice Mayor Harry Holzberg,
Mayor Snyder, City Manager Eric M. Soroka, City Clerk Teresa M. Smith, and City
Attorney Richard Jay Weiss. As a quorum was determined to be present, the
meeting commenced.
2. PLEDGE OF ALLEGIANCE. Robed Diamond led the pledge of allegiance.
3. ZONING HEARINGS - SPECIALLY SET BY COMMISSION FOR 6 P.M.
Ex-parte communications by Commissioners, if any, were disclosed and filed with
the City Clerk in accordance with Ordinance 96-09. All witnesses giving testimony in
these hearings were sworn in by the City Clerk.
A. APPLICANT: CAR WASH II, INC. (SIMONIZ CAR WASH)
At the request of the applicant, a motion to defer this item until February 2, 1999
was offered by Commissioner Rogers-Libert, seconded by Commissioner Perlow
and unanimously passed.
Commissioners Perlow and Beskin disclosed a conflict of interest due to
the fact that their business offices are located on the subject property and
left the room. Mr. Weiss read the following resolution by title:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA ABANDONING AN UNIMPROVED SEGMENT
OF NE 208 TERRACE AND AN UNIMPROVED SEGMENT OF 10' WIDE
ALLEY; PROVIDING FOR RECORDATION; PROVIDING AN
EFFECTIVE DATE
A motion for approval was offered by Commissioner Rogers-Libert and seconded
by Vice Mayor Holzberg. Brenda Kelley, Community Development Director,
explained the request of the applicant and entered the staff report into the record.
Mayor Snyder opened the public hearing. The following individuals addressed
the Commission: Jose R. Milan, Ford Armenteros & Manucy, 1950 NW 94
Avenue, Miami; and Erica Czik, General Manager of the Property, both on behalf
of the applicant. Thers being no further speakers, the public hearing was closed.
The motion for approval failed unanimously. A motion to deny the applicant's
request was offered by Commissioner Berger, seconded by Commissioner
Cohen and unanimously passed.
Commissioners Perlow and Beskin returned to the meeting.
4. APPROVAL OF MINUTES: A motion to approve the minutes of the July 20, 1998
LPA Meeting, the December 15, 1998 LPA Meeting and the December 15, 1998
Commission Meeting, was offered by Commissioner Rogers-Libert, seconded by
Commissioner Cohen and unanimously passed.
5. AGENDA: REQUESTS FOR DELETIONS/EMERGENCY ADDITIONS:
6. SPECIAL PRESENTATIONS: Mayor Snyder presented Certificates of Appointment
to the members of the Beautification Advisory Board.
7. CONSENT AGENDA:
A. Mr. Weiss read the following resolution by title:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE THE ATTACHED AMENDMENT TO WORK
AUTHORIZATION NO. 15414.39 FOR WILLIAMS ISLAND
BOULEVARD CONSTRUCTION SERVICES BY AND BETWEEN THE
CITY OF AVENTURA AND KEITH AND SCHNARS, P.A.;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION;
AND PROVIDING AN EFFECTIVE DATE.
A motion for approval was offered by Commissioner Perlow, seconded by
Commissioner Cohen, unanimously passed and Resolution No 99-01 was adopted.
2
PUBLIC HEARING: ORDINANCES - FIRST READING: None
PUBLIC HEARINGS: ORDINANCES - SECOND READING:
A. Mr. Weiss read the following ordinance by title:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA, AMENDING
THE CITY CODE BY CREATING ARTICLE V "CONSTRUCTION SITES"
CONSISTING OF SECTION 14-100 "SECURING OF CONSTRUCTION
SITES", OF CHAPTER 14 "BUILDINGS AND BUILDING
REGULATIONS" TO PROVIDE FOR SECURING OF ACCESS TO AND
MATERIALS AT CONSTRUCTION SITES WITHIN THE CITY;
PROVIDING FOR AUTHORITY AND LEGISLATIVE FINDINGS, INTENT
AND PURPOSE, OBJECTIVES, PROHIBITIONS, DEFINITIONS,
ADMINISTRATION; PROVIDING PENALTY; PROVIDING
SEVERABIMTY; PROVIDING INCLUSION IN CODE; PROVIDING
EFFECTIVE DATE.
A motion for approval was offered by Commissioner Beskin and seconded by
Commissioner Cohen. Mayor Snyder opened the public hearing. There being no
speakers, the public hearing was closed. The motion for approval passed
unanimously by roll call vote and Ordinance No. 99-01 was enacted.
B. Mr. Weiss read the following ordinance by title:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA, AMENDING
THE CITY CODE BY AMENDING CHAPTER 26 "ELECTIONS" AT
ARTICLE II "CITY COMMISSION AND MAYOR" BY CREATING
SECTION 26-32 "COMMENCEMENT OF TERM OF ELECTED
OFFICIALS"; PROVIDING FOR COMMENCEMENT OF TERM OF
OFFICE OF ELECTED OFFICIALS OF THE CITY; PROVIDING FOR
SEVERABILITY; PROVIDING FOR INCLUSION IN CODE; PROVIDING
FOR EFFECTIVE DATE.
A motion for approval was offered by Commissioner Rogers-Libert and seconded by
Commissioner Cohen. Mayor Snyder opened the public hearing. There being no
speakers, the public hearing was closed. The motion for approval passed
unanimously by roll call vote and Ordinance No. 99-02 was enacted.
10. RESOLUTIONS: None
11.OTHER BUSINESS:
3
DISCUSSION AND POSSIBLE MOTION TO PREPARE RESOLUTION
REQUESTING THE FEDERAL GOVERNMENT TO CONSTRUCT A NEW
POST OFFICE IN THE CITY OF AVENTURA (Commissioner Rogers-Libert)
A motion was offered by Commissioner Rogers-Libert, seconded by
Commissioner Berger and unanimously passed directing staff to prepare a
resolution requesting Representative E. Clay Shaw's assistance in obtaining a
United States Post Office in the southern portion of the City.
12. REPORTS: As presented.
13. PUBLIC COMMENTS: The following individuals addressed the Commission:
Harry Crook, Commodore Plaza; David Vogel, Esq., Summit Apartments; and
Joseph Platnick, Del Prado Condominium.
14. ADJOURNMENT: There being no further business to come before the Commission
at this time, after motion made, seconded and unanimously passed, the meeting
adjourned at 7 p.m.
Teresa M. Smith, CMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission with respect to any matter considered at a
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 if made, which record includes the testimony and evidence upon which the appeal is to be
based.
4
MINUTES
CITY COMMISSION WORKSHOP MEETING
TUESDAY, JANUARY 19, 1999 9:00 A.M.
Aventura Government Center
2999 NE 191st Street Suite 500
Aventura, Florida
The meeting was called to order at 9:00 a.m. by Mayor Arthur I. Snyder. Present were
Commissioners Arthur Berger, Jay R. Beskin, Ken Cohen, Jeffrey M. Perlow, Patricia
Rogers-Libert, Vice Mayor Harry Holzberg, Mayor Snyder, City Manager Eric M
Soroka, City Clerk Teresa M. Smith, and City Attorney David M. Wolpin. As a quorum
was determined to be present, the meeting commenced.
Point East Shoppin.q Center Entrance: Rory Santana, District Traffic
Operations Engineer and Gus Pego, Director of Operations of the Florida
Department of Transportation, addressed the Commission regarding their report
relative to traffic operations at Biscayne Blvd./Point East Plaza Shopping Center.
Michael Snyder, Esq., representing the Shopping Center, also addressed the
Commission. It was the recommendation of Commissioner Rogers-Libert,
supported by Vice Mayor Holzberg, that the City file legal action against FDOT
relative to this issue. After discussion, it was the consensus of the Commission
that the City Manager determine and advise the Commission as to the costs of a
traffic engineering study, provide traffic accident statistics and determine the
costs involved in opening this median. The City Attorney to provide a legal
opinion as to the feasibility of filing legal action against FDOT. City Manager to
meet with Jose Abreu in furtherance on this issue.
Aventura Blvd. Entrance Features: Landscape Architect William O'Leary
presented several designs for an entrance feature at Aventura Blvd./Biscayne
Blvd. Consensus that selection of design be placed on next Commission agenda
and that a reduced landscaping plan for the south side of the Boulevard be
implemented that would provide for expansion in the future. Entrance feature
(signage) to be added at a later date to provide for conformance with other
signage to be placed in the City.
Recreation and Cultural Arts Board (Commissioner Rogers-Libert): (Taken
out of order) Commissioner Rogers-Libert requested that the role of this Board
be clarified and that the issue of a separate budget be discussed. Don Gustin,
Vice Chairman, and Lenore Toby Simmons, members of the Recreation and
Cultural Arts Advisory Board addressed the Commission. The members present
were reminded that this Board's function is advisory to the Commission and were
encouraged to present the Board's recommendations for recreation/cultural
activities and programs to the Commission who would then discuss the feasibility
thereof and consider for implementation.
Thunderboat Alley Zoninq Issues/Community Redevelopment District
Study: Mr. Soroka provided a summary as to possible ways in which to address
the issue of property improvements in the Thunder Alley area including code
compliance sweep; enforcement of regulations in the City's proposed Land
Development Regulations; adoption of an ordinance providing specific
guidelines, amortization periods and fines relative to property maintenance; and
development of a Special Assessment District. Consensus to proceed with
preparation of ordinance as recommended. Regarding redevelopment district
study, City Manager to discuss with representatives of the Hospital as to their
present position and to proceed with study as to Thunderboat Alley area.
Founders Park Improvements: Mr. Soroka provided cost estimates for
additional equipment/improvements at Founders Park including construction of a
second identification sign; shade structure for tot lot equipment; additional swing
set and construction of a gazebo/band shell for the south portion. Consensus of
Commission not to proceed until determination is made as to the possibility of
funding by the State Legislature.
Tri-City Library Update: Mr. Soroka provided an update as to the status of this
matter, noting that Sunny Isles Beach has not yet committed their participation in
the project. Action required from Miami-Dade County Commission includes
acceptance of terms of agreement, modification of library taxing district boundary
for tax purposes, and execution of intedocal agreements transferring functions to
the municipalities.
Biscayne Boulvard SiQnacle (Commissioner Rogers-Libert): Commissioner
Rogers-Libert suggested that staff research the issue of conforming the overhead
signage installed by FDOT on Biscayne Boulevard to the City's signage.
Additional Fundinq for Traffic Police (Mayor Snyder): Mayor Snyder
suggested that additional police officers be stationed at Ives Dairy/Biscayne Blvd.
2
during the flyover construction project and that funds be allocated therefor.
Commissioner Rogers-Libert suggested that traffic patrol be increased at other
intersections as well including Loehmann's/Biscayne Blvd., Yacht Club/Country
Club Drive and other internal intersections. City Manager and staff to provide a
proposed plan, including a budget amendment to provide for funding thereof, to
be placed on next Commission agenda.
9. Other Business: None.
The meeting adjourned at 11:40 a.m.
Teresa M. Smith, CMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission with respect to any matter considered at a
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 if made, which record includes the testimony and evidence upon which the appeal is to be
based.
3
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
City Commission
Eric M. Soroka, C~M.~
January 20, 1999
.r
1998/99 Budget Amendment Ordinance
Ist Reading February 2, 1999 City Commission Meeting Agenda Item
2nd Reading March 2, 1999 City Commission Meeting Agenda Item
RECOMMENDATION
It is recommended that the City Commission adopt the attached budget amendment
Ordinance recognizing three (3) additional police officer positions funded by a Federal
Grant and one (1) Public Service Aide position in the Police Department.
BACKGROUND
The attached budget amendment addresses the following items:
Recognizes $75,000 from the Federal Grant Program - COPS Universal
Hiring Program to add three (3) police officer positions. Provides the
remaining funding until September 30, 1999, for the positions from the
General Fund in the amount of $24,000.
Adds two (2) Public Service Aide positions and one (1) Police Officer
assigned to the motorcycle squad to assist in responding to traffic related
problems as discussed at the January Workshop Meeting. Funding is
provided for the remainder of the year in the amount of $75,000. The
impact to the annual budget in the future will be approximately $100,000,
not including normal increases.
Reclassify one position to Lieutenant to provide proper span of control
and supervision in the Patrol function. With the approval of this budget
amendment, the Police Department has grown 20% in the last eight
months. Funding is provided for the remainder of the year in the amount
of $6,000.
The number of sworn police officers will be 61 after the budget amendment is adopted.
If you have any questions, please feel free to contact me.
EMS/aca
Attachment
CC0701-99
ORDINANCE NO. 99-._
AN ORDINANCE OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AMENDING ORDINANCE
NO. 98-22, WHICH ORDINANCE ADOPTED A BUDGET
FOR THE 1998/99 FISCAL YEAR BY REVISING THE
1998199 FISCAL YEAR OPERATING AND CAPITAL
BUDGET AS OUTLINED IN EXHIBIT "A" ATTACHED
HERETO; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS
OF THIS ORDINANCE; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, upon the periodic review and analysis of current budgetary
commitments and obligations, and based upon the projected needs and requirements
of the City and upon the recommendations of the City Manager (and the concurrence of
the Finance Support Services Director as to Accounting Principles), it is deemed
necessary to adjust, amend and implement the 1998/99 Operating and Capital Budget
as set forth in Exhibit "A" attached hereto and made a part hereof.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AS FOLLOWS:
Section 1. The recitals contained in the preamble to this Ordinance are
incorporated by reference herein.
Section 2. The City Commission hereby authorizes the amendment of
Ordinance No. 98-22, which Ordinance adopted a budget for the 1998/99 fiscal year,
by revising the 1998/99 budget as set forth on the attached Exhibit "A", which exhibit is
deemed incorporated by reference as though set forth in full herein.
Ordinance No. 99-__
Page 2
Section 3. The City Manager is hereby authorized to do all things necessary
to carry out the aims of this Ordinance.
Section 4. Effective Date. This Ordinance shall be effective immediately
upon adoption on second reading.
The foregoing Ordinance was offered by Commissioner
moved its adoption on first reading. This motion was seconded by Commissioner
, and upon being put to a vote, the vote was as follows:
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
The foregoing Ordinance was offered by Commissioner
moved its adoption on second reading. This motion was seconded by Commissioner
, and upon being put to a vote, the vote was as follows:
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
PASSED AND ADOPTED on first reading this 2nd day of February, 1999.
2
Ordinance No. 99-
Page 3
PASSED AND ADOPTED on second reading this 2nd day of March, 1999.
ARTHURI. SNYDER, MAYOR
ATTEST:
TERESA M. SMITH, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
tms
3
EXHIBIT A
Budget Amendment
REVENUES
General Fund - 001
331220
Interqovemmental Revenues
COPS Federal Grant
SUBTOTAL
75,000 75,000
Total Amendments-Revenues
EXPENDITURES
PUBLIC SAFETY
1998199
BUDGETARY ACCOUNT SUMMARY
001-2001-521
EXPENDITURES
1201
PERSONAL SERVICES
Employee Salaries
2,791 ,$81 t 80,000 2,971,581
Position - Revisions
Number Description Action
2037-2040 Police Officers add
2806-2807 Police Service Aide add
2040 Police Officer delete
2203 Lieutenant add
CAPITAL BUDGET
00t-80XX
6999
Non-Departmental -90- 590
Capital Reserve
SUBTOTAL
2 678 292 (105,000) 2,573,292
Total Amendmenta-Expenditures
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
DATE: January 19,199
TO: City Commission
FROM: Eric M. Soroka, C'
SUBJECT: Work Authorization for Keith and Schnars, P.A. - Survey of Country
Club Drive Area
February 2, 1999 City Commission Meeting Agenda Item
,..,6
RECOMMENDATION
It is recommended that the City Commission authorize the execution of the attached
Work Authorization for survey work along Country Club Drive. The work is required to
complete the various capital improvements along the Drive. The amount of the Work
Authorization is $25,900.
BACKGROUND
The Capital Budget includes various improvements along Country Club Drive. In order
to complete the improvements, a great deal of survey work is required as follows:
1. Locations and Elevations of Roadway Centerlines;
2. Edge of Pavements;
3. Medians and Swales;
4. Drainage Structures;
5. Driveway Openings;
6. Pedestrian Walkway;
7. Signage and Permanent Structures;
If you have any questions, please feel free to contact me.
EMS/aca
Attachment
CC0703-99
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
Eric Soroka, City Manager
Antonio Tomei, Capital Projects Manager ~d,_~j
January 14, 1999
Recommendation-Keith & Schnars, P.A. - Work Authorization
Please find enclosed the following Work Authorization:
1,
W.A. # 15414.53-Preparation of Engineering Design Survey West/North/East
Country Club Drive
Amount ........................................................................... $25,900.00
I have carefully reviewed the documents and recommend execution of the subject Work
Authorization.
Attachment
RESOLUTION NO. 99~
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AUTHORIZING THE
CITY MANAGER TO EXECUTE THE ATTACHED WORK
AUTHORIZATION NO. 15414.53 FOR PREPARATION OF
ENGINEERING DESIGN SURVEY ON COUNTRY CLUB
DRIVES BY AND BETWEEN THE CITY OF AVENTURA
AND KEITH AND SCHNARS, P.A.; AUTHORIZING THE
CITY MANAGER TO DO ALL THINGS NECESSARY TO
CARRY OUT THE AIMS OF THIS RESOLUTION; AND
PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
.Section 1. The City Manager is hereby authorized to execute the attached
Work Authorization No. 15414.53 ($25,900) for the preparation of engineering design
survey on West, East and North Country Club Drives by and between the City and
Keith and Schnars, P.A.
Section 2. The City Manager is authorized to do all things necessary to carry
out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its
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:
Resolution No. 99-__
Page 2
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
PASSED AND ADOPTED this 2nd day of February, 1999.
ARTHURI. SNYDER, MAYOR
ATTEST:
TERESA M. SMITH, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
KEITH and SCHNARS, P.A.
WORK AUTHORIZATION NO. 15414.53
The City of Aventura has requested Work Authorization No. 15414.53, as provided for in
the agreement between the City of Aventura and Keith and Schnars, P.A. and approved
by the City Commission on August 20, 1996.
This Work Authorization No. 15414.53 provides for technical services in accordance with
Articles 3 and 4 of the agreement as further detailed in the scope of services in Exhibit A.
Payment for such services shall be in accordance with Article 5 of the agreement.
Engineering Design Survey/Field
Engineering Survey/Office
Total Estimated Labor Expenses are
Total Estimated Reimbursables
Labor Expenses
$16,750.00
$9,150.00
$25,900.00
$0.00
The time period for this work authorization will be:
Preparation of Design Survey
ATTEST
BY
City Clerk
Teresa M. Smith
APPROVED AS TO FORM
BY
City Attorney
Weiss Serota & Helfman, P.A.
Estimated
Reimbursables
60 Days
CITY:
CITY OF AVENTURA, FLORIDA
through its City Manager
BY
City Manager
Eric M. Soroka
__ day of ,1999
Notice to Proceed Yes No
Project Initiation Date
RECOMMENDED through its
CIP Project Manager
Capital Project Manager
Antonio F. Tomei
dayof ~ ,1999
6500 North Andrews Avenue · Ft. Lauderdale, Florida 33309-2132
(954) 776-1616 · (800) 488-1255 · Fax (954) 771-7690
Exhibit A
Work Authorization No. 15414.53
Preparation of Engineering Design Survey
West/North/East Country Club Drive
Scope of Consulting Services
between
The City of Aventura, Florida
a~ld
Keith and Schnars~ P.A.
January19,1999
Exhibit A
WORK AUTHORIZATION NO. 15414.53
Preparation of Engineering Design Survey
West/North/East Country Club Drive
SCOPE OF CONSULTING SERVICES
PREAMBLE
CONSULTANT proposes to provide professional services associated with preparation of
a field survey and engineering evaluation and improvements for West/North/East Country
Club Drive.
The CONSULTANT shall prepare final construction plans for the roadway improvements
based on the field data collected.
2.0 Surveying Services
2.01 Engineering Design Survey
CONSULTANT shall conduct an engineering design survey along Country
Club Drive. The length of the surveys shall extend from high point to high
point to be field determined for identification of drainage areas affecting the
specific design locations. The su;,zey shall include the locations and
elevations of roadway centerlines, edge of pavements, medians, swales,
drainage structures, drainage high point/Iow point elevatiohs where
necessary for design, and identification of possible drainage obstructions.
These services include field locations of the following:
Centedine and edge of pavement of the identified road;
Driveway openings;
Signage and permanent structures within the survey area;
Swale locations and elevations where required for safety improve-
merits;
Pedestrian walkway.
Driveway openings will have additio,~al elevations determined for tie-in
considerations. Office services include updating the base sheets of 1" - 40'
scale (or as directed by the design engineer) depicting the field locations and
existing right-of-way lines and platted property, lines. All surveying services
shall be performed in accordance with Rule 61F17-6 of the Florida Adminis-
trative Code.
PROJ'ECT
I~UMBER 15414
WORK AUTHORIZATION
NUMBER 15414,53
PROJECT
MANAGER: Mike O'Brien
TASK NAME: COUNTRY CLUB DRIVE IMPROVEMENTS - DESIGN SURVEY- FIELD
TASK ¢ HOURLY PROPOSAL
HOURS RATE DOLLARS
~ $60.0(
~ $60,00
__~ $60.00
~ $55.00
~ $75.00
.~ $60.00
~:¢~t $80.00
10~ $75.00 $?5o.00
~ $120.00
~ $175.00
$75.00
$105.00 -~5.00 $4,400.00
80 $75.00 $4,800.00
~ Quote
CLASSIFICA lION
Proposal Preparation
02 Admin. Asst
Community Liaison
06 CADD Operator
07 Scientist II
Economic/Financial Anatysl
Scientist I
11 Graphic Designer
12 Landscape Architect (RLA)
1~ Field Representative
14 Landscape Designer
15 Planner (AICP)
17 ProJect Engineer/Dosigr~er
DEPT. CODE: 37
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPH[CS
A. TOTAL REIMBURSABLE EXP-
ES i COST
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: MO
APPROVED BY: MO
(Dept. Director)
$16,75g 0g
$1 6,750 00
DATE 1/6/9g
DA] E 1/6/99
PAGE 1 OF2
REi A] ED
PRJN f NO.
$
T& M
iNPRGJ ~C~ WORK AUTHORIZATION
UMBER ~5_~ NUMBER 15414,53
PROJECT
MANAGER: Robert Krisak
IENGINEE"-PLANN Rs-sURvEy°Rs
L~PROJEOT SUMM~,RY SHEET
TASK NAME: COUNTRY CLUB DRIVE IMPROVEMENTS - DESIGN SURVEY - OFFICE
CLASSIF~CATION
Proposal Preparation
02 Admin. Assr,
04 Community Liaiso!~
06 CADD Opera~or
07 Scientist tt
08 Economic/Financial Analyst
Scientist
11 Graphic Designer
12 Landscape Architect (RLA)
13 Field Represen~at!ve
14 Landscape Des!gner
15 Planner (AICP)
18 Pruject Manager I
19 Professional Engineer (PE)
20 Prof. Land Surveyor (P.L.S & MApper)
21 Senior Project Manager
22 Senior Member
23 Senior Project Engineer
24 Project Manager I1
~ Technician II
Project Manager Iii
32 Senior Field Representative
2 Survey Pad~
t43 Spec. Survey Pady
TOTALHOURS
TOTALDOLLARS
TASK HOURLY PROPOSAL
HOURS ' RATE DOLLARS
$35.00
$75.00
~ $75.00
SBO.O
~/~ $65.oc
. ~__$7_5.0C
$6o.~ _
$65.0[
$85.~
$~5.00~
10 ~ $75.~ $750.~
$75.~
$~5.00
~ $85.00
~ Ouoto
DEPT. CODE: 22
REIMBURSABLE EXPENSES: EST. COST
SUBCONSULYANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSUL~ ANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY:RK
APPROVED BY: RK
(Dept. Director)
PAGE 2 OF 2
RELATED
PRINT NO
$
$9.150 00 T&M __
$9,150.00
DATE: 1/6/99
DATE: I/6/99
KEITH and SCHNARS, P.A.
WORK AUTHORIZATION NO. 15414.53
The City of Aventura his requested Work Authorization No. 15414.53, as provided for in
the agreement between the City of Aventura and Keith and Schnars, P.A. and approved
by the City Commission on August 20, 1996.
This Work Authorization No. 15414.53 provides for technical services in accordance with
Articles 3 and 4 of the agreement as further detailed in the scope of services in Exhibit A.
Payment for such services shall be in accordance with Article 5 of the agreement.
Engineering Design Survey/Field
Engineering Survey/Office
Total Estimated Labor Expenses are
Total Estimated Reimbursables
Labor Expenses
$16,750.00
$9,150.00
$25,9OO.OO
$0.00
A'FrEST
BY
Estimated
Reimbursables
The time period for this work authorization will be:
Preparation of Design Survey 60 Days
CITY:
CITY OF AVENTURA, FLORIDA
through its City Manager
BY
City Clerk City Manager
Teresa M. Smith Eric M. Soroka
APPROVED AS TO FORM
BY
City Attorney
Weiss Serota & Helfman, P.A.
__ day of ,1999
Notice to Proceed Yes No
Project Initiation Date
RECOMMENDED through its
CIP Project Manager
Capital Project Manager
,1999
Antonio F. Tomei
~-I day of
6500 North Andrews Avenue · Ft. Lauderdale, Florida 33309-2132
(954) 776-1616 o (800) 488-1255 ° Fax (954) 771-7690
Exhibit A
Work Authorization No. 15414.53
Preparation of Engineering Design Survey
West/North/East Country Club Drive
Scope of Consulting Services
between
The City of Aventura, Florida
and
Keith and Schnars, P.A.
January 19, 1999
Exhibit A
WORK AUTHORIZATION NO. 15414.53
Preparation of Engineering Design Survey
WestJNorth/East Country Club Drive
SCOPE OF CONSULTING SERVICES
PREAMBLE
CONSULTANT proposes to provide professional services associated with preparation of
a field survey and engineering evaluation and improvements for WestJNorth/East Country
Club Drive.
The CONSULTANT shall prepare final construction plans for the roadway improvements
based on the field data collected.
2.0 Surveying Services
2.01 Enqineerinq Desiqn Survey
CONSULTANT shall conduct an-engineering design survey along Country
Club Drive. The length of the surveys shall extend from high point to high
point to be field determined for identification of drainage areas affecting the
specific design locations. The survey shall include the locations and
',elevations of roadway centedines;:edge of pavements, medians, swales,
drainage structures, drainage high point/low point elevatiohs where
necessary for design, and identification of possible drainage obstructions.
These services include field locations of the following:
Centedine and edge of pavement of the identified road;
Ddveway openings;
Signage and permanent structures within the survey area;
Swale locations and elevations where required for safety improve-
merits;
Pedestrian walkway.
Driveway openings will have additional elevations determined for tie-in
considerations. Office services include updating the base sheets of 1" - 40'
scale (or as directed by the design engineer) depicting the field locations and
existing right-of-way lines and platted property lines. All surveying services
shall be performed in accordance with Rule 61F17-6 of the Flodda Adminis-
trative Code.
INUMBEFI lg414
WORK AUTI IORIZATION
NUMBER 1541453
TASK NAME: COUNTRY Gl IHt DRIVE IMPROVEMENTS- DESIGN SURVEY- FIELD
C[ ASSIFICA I I( )H
1~1_ G raphlc _D
13 Field Representative
!4 .l:_a_~?cape
t9 Professional Enqineer (PE
20 Prof. Land Surveyor (PLS
Senior P¢oject Maria§er
22 Senior Member
23 Senior P/ojecl Engineer
24 Project Mana0er II
25 Technician II
26 Project Manager III
!43 Spec. Survey Pady
TOTAL HOURS
TOTAL DOtd ARS
TASK ii~ HOURLY PROPOSAL
H_O~UR~_ i~ Fi~T~ DOLLARS
1:4, l J,t $35.ooi
~ $60.0(
_I_
~ $6o.~
. .oo
~J $75.00
80 ~ $55,00 $4,400.0~
80 [~ $75.~ $4,800.00
80 ~ $85,00 $6,800.~
PROJECT
MANAGER: Mike O'Brien
L PRO,lEO] SUM_M~Ry SHEET
DEPT. CODE: 37
PAGE 1 OF2
REIMBURSABLE EXPENSES; ES I' COST
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LASOR
$16,750 O0
TOTAL BUDGET
(A+B+C}
PREPARED BY:MO
_. $16,750 00
DATE: 1/6/99
APPROVED BY: MO
(Dept. Director)
DALE: 1/6/99
PAOJECT
/ N_ !_J M~ E R 1,~414 ......
WORK AUTHORIZATION
NUMBER 1541453
TASK NAME: COHNTRY CI HB DRIVE IMPROVEMENTS - DESIGN SURVEY - OFFICE
TASK ~ HOURLY PROPOSAL
__~!OU~_S_ J__~ATE _ _D_ _OLLARS
~ $35.00
.~. $75,00
$60,00
$55.00
$65,00
~ $_75.00
$6oo_o_ . _
$~5.0¢
~ _ $75.0(] __ $750.012
..... ~ $55.0~
.... ~ $65.00
_~_ $85.00
CLASSIFICATION
Proposal PCeparalion
Admin Assr,
i ~' Graphic Designer
!8_
PROJECT
MANAGER: Robert Krisak
· KEi;"a,a SCH AaS.".A.
I ENGINEER-PLANr'iqRS-SURVEYORS
L PROJECT SUM.M_ ~,_RY SHEET
DEPT. CODE: 22
PAGE2OF2
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
ES I. COST
A. TOTAL REIMBURSABLE EXP
REI ATED
PRINT NO
$
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
TOTAL DIRECT EXPENSES
TOTAL DIRECT LABOR _ _$9,150 0~0 T&M
TOTALBUDGET
(A+B+C)
PREPARED BY:RK
_
DARE: 1/6/99
APPROVED BY: RK
(Dept. Director)
DATE: 116/90
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
DATE:
TO:
FROM:
SUBJECT: Work Authorization for Keith and Schnars, P.A. - Construction
Documents for Pedestrian Safety Improvements
February 2,1999 City Commission Meeting Agenda Item rrc.--
RECOMMENDATION
It is recommended that the City Commission authorize the execution of the attached
Work Authorization for pedestrian safety improvements on Country Club Drive as
included in the Capital Improvement Program. The amount of the Work Authorization is
$80,695.
BACKGROUND
The Capital Budget includes the following safety improvements along Country Club
Drive:
1. Installation of a crosswalk with signal heads at the intersection of the
Lehman Causeway and West Country Club Drive (N.E. 192nd Street).
Specifically, across West Country Club Drive to the new sidewalk south of
the Lehman Causeway.
2. Upgrade existing pedestrian crosswalk at Turnberry Isle Club and Resort.
3. Sidewalk connections to five (5) bus stops along Country Club Drive.
4. Realignment of walkway and sidewalk approaches at both sides to major
driveways (approximately 30 driveways, not including the intersections of
Country Club Drive and Aventura Boulevard and Country Club Drive and
N.E. 34th Avenue).
5. Five (5) additional crosswalks across Country Club Drive.
6. Installation of ground lighting along Country Club Drive exercise/walking
path.
The Work Authorization includes the preparation of the construction documents for the
above improvements.
If you have any questions, please feel free to contact me.
EMS/aca
Attachment
cc0704-99
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
Eric Soroka, City Manager
Antonio Tomei, Capital Projects Manager ~z. :~ J
January 14, 1999
Recommendation-Keith & Schnars, P,A. - Work Authorization
Please find enclosed the following Work Authorization:
1. W.A. # 15414.54-Preparation of Final Construction Documents for Pedestrian
Safety Improvements West/North/East Country Club Drive
Amount ........................................................................... $80,695.00
I have carefully reviewed the documents and recommend execution of the subject Work
Authorization. Please note, above amount includes all design work required for this
project (i.e. civil, landscape and electrical design).
Attachment
RESOLUTION NO. 99-._
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AUTHORIZING THE
CITY MANAGER TO EXECUTE THE ATTACHED WORK
AUTHORIZATION NO. 15414.54 FOR PREPARATION OF
CONSTRUCTION DOCUMENTS FOR PEDESTRIAN
SAFETY IMPROVEMENTS ON COUNTRY CLUB DRIVE
BY AND BETWEEN THE CITY OF AVENTURA AND
KEITH AND SCHNARS, P.A.; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized to execute the attached
Work Authorization No. 15414.54 ($80,695) for the preparation of construction
documents for pedestrian safety improvements on Country Club Drive by and between
the City and Keith and Schnars, P.A.
Section 2. The City Manager is authorized to do all things necessary to carry
out the aims of this Resolution.
Section 3. This Resolution shall become effective
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:
immediately upon its
Resolution No. 99-
Page 2
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
PASSED AND ADOPTED this 2nd day of February, 1999.
ARTHURI. SNYDER, MAYOR
ATTEST:
TERESA M. SMITH, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
KEITH and SCHNARS, P.A.
WORK AUTHORIZATION NO. 15414.54
The City of Aventura has requested Work Authorization No. 15414.54, as provided for in
the agreement between the City of Aventura and Keith and Schnars, P.A. and approved
by the City Commission on August 20, 1996.
This Work Authorization No. 15414.54 provides for technical services in accordance with
Articles 3 and 4 of the agreement as further detailed in the scope of services in Exhibit A.
Payment for such services shall be in accordance with Article 5 of the agreement.
Labor Expenses
Estimated
Reimbursables
Conceptual Traffic Design & Coord.
Engineering Design Services
Permitting Services
Bidding Services
Construction Services
$4,180.00
$19,870.00 $1,000.00
$3,98O.OO
$3,690.00
$12,055.00 $1,000.00
Subconsultant Services
Landscaping Design Services
Landscaping Bid Services
Landscaping Construction Services
Electrical Design Services
Electrical Construction Services
10% Project Management (K&S)
$8,600.00
$1,000.00
$2,6OO.OO
$13,500.00
$5,5O0.OO
$3,120.00
$600.00
Total Estimated Labor Expenses are $78,095.00
Total Estimated Reimbursables $2,600.00
The time period for this work authorization will be:
Preliminary Design
Final Construction Plans
Permitting Phase
Construction Phase
30 Days
30 Days
30 Days
120 Days
6500 North Andrews Avenue · Ft. Lauderdale, Florida 33309-2132
(954) 776-1616 · (800) 488-1255. Fax (954) 771-7690
ATTEST
BY
City Clerk
Teresa M. Smith
APPROVED AS TO FORM
BY
City Attorney
Weiss Serota & Helfman, P.A.
CITY:
CITY OF AVEN-I'URA, FLORIDA
through its City Manager
BY
City Manager
Edc M. Soroka
__ day of ,1999
Notice to Proceed Yes No
project Initiation Date
RECOMMENDED through its
CIP Project Manager
Capital Project Manager
Antonio F. Tomei
I~ dayof ~ ,1999
Exhibit A
Work Authorization No. '15414.54
Preparation of Final Construction Documents for
Pedestrian Safety Improvements
West/North/East Country Club Drive
Scope of Consulting Services
between
The City of Aventura, Florida
and
Keith and Schnars, P.A.
January12,1999
Exhibit A
WORK AUTHORIZATION NO. 15414.54
Preparation of Final Construction Documents for
Pedestrian Safety Improvements
West/North/East Country Club Drive
SCOPE OF CONSULTING SERVICES
PREAMBLE
CONSULTANT proposes to provide professional services associated with the preparation
of construction documents for pedestrian safety improvements as listed in the Final
Engineering Design Section (1.03) of this proposal. The proposed design will incorporate
elements delineated in the Pedestrian Circulation Study prepared by Keith and Schnars
under Work Authorization No. 15414.09.09001,
Specific elements of the design shall include, but not be limited to, the geometric design,
horizontal alignment, grading, clear zones, sight distance, landscaping, electrical,
pavement marking and signage.
1.0 Engineering Design Services
1.01 Conceptual Traffic Desiqn & Coordination
Based on the information provided in the Country Club Drive Pedestrian
Circulation Study prepared in December 1996, the CONSULTANT shall
develop more detailed locations of proposed crosswalks and design
treatments and perform the necessary contacts and reviews with Miami-
Dade County Public Works Department (MDPWD) to obtain approval of the
traffic engineering devices.
Specific activities include:
Verification of sight distance requirements and availability for such
proposed crosswalk locations.
Development of conceptual design treatments to insure that good
(above minimum) safety is provided for pedestrians through enhanced
advance signing and pavement markings.
investigation of need and potential for flashing advance signs,
overhead signing, active signing or in-pavement lighting.
Determination of overhead lighting requirements for enhanced
visibility of pedestrians during early morning and evening hours.
Coordination with MDPWD traffic engineering staff and/or manage-
ment,
1.02 Preliminary Desiqn
The CONSULTANT shall prepare a preliminary design plans for review by
the City of Aventura and regulatory agencies. Prepare an opinion of
probable cost for the proposed improvements.
.03 Final Engineering Design
The CONSULTANT shall prepare final construction documents for the
following pedestrian safety improvements:
Installation of a crosswalk with signal heads at the intersection of the
Lehman Causeway and West Country Club Drive (N.E. 192® Street).
Specifically, across West Country Club Drive to the new sidewalk
south of the Lehman Causeway.
Upgrade existing pedestrian crosswalk at Turnberry Isle Club and
Resort.
3, Sidewalk connections to five (5) bus stops along Country Club Drive.
Realignment of walkway and sidewalk approaches at both sides to
major driveways (approximately 30 driveways, not including the
intersections of Country Club Drive and Aventura Boulevard and
Country Club Drive and N.E. 34th Avenue).
5. Five (5) additional crosswalks across Country Club Drive.
6. Installation of ground lighting along Country Club Drive exer-
cise/walking path.
The final construction documents shall include the following:
· Project manual including the contract documents and specifications.
* Construction plans at 1" = 40' scale as follows:
Title Sheet & Location Map
Engineering Design Survey
Demolition Plans
Paving, Grading and Drainage Plans
Paving, Marking and Signing Plans
Electrical Plans
Landscaping Plans
Construction Details
1.04 Permitting Phase
The CONSULTANT shall provide technical criteria, written description and design
data for use in filing the application for permits with agencies having jurisdiction to
review the design of the project. Permit fees are the responsibility of the CLIENT
and are not included witl~ in this agreement.
Permit applications will be submitted to the following regulatory agencies:
Metropolitan Dade County Public Works Department (Traffic Engineering
only).
2. DERM.
3. City of Aventura.
1.05 Meetines
The CONSULTANT shall allot/attend three (3) hours/week for meetings for a period
of twelve (12) weeks required to review the work tasks associated with this proposal.
At the request of the CLIENT, the CONSULTANT will attend any additional
meetings that will be billed on an hourly basis under the General Engineering
Assistance No. 15414.00.05001, as provided for in the agreement between the City
of Aventura and Keith and Schnars, P.A. and approved by the City Commission on
August 20, 1996.
2.0 Bidding or Negotiating Services
The CONSULTANT, following the City's approval of the Construction documents
CConstmction documents" shall mean the entire contract for construction, including all
addendums or alterations thereto, drawings and technical specifications) and of the latest
Statement of Probable Construction Cost, shall assist the City in obtaining, evaluating,
awarding and preparing construction contracts.
The CONSULTANT will prepare bid packages and release them to contractors and assist in
the selection of a contractor. Services include but are not limited to, a review of contract
proposals, review of contractor's submitted credentials, subcontractor's submitted credentials,
to assist the City in their selection of a contractor.
3.0
4.0
Construction Services
The CONSULTANT shall provide construction observation services necessary to
certify to the regulatory agencies that the construction work has been completed in
substantial compliance with the approved documents and permits.
Services included in this item are described as follows:
Shop drawinqs: The CONSULTANT will review shop drawings, samples,
other data and reports which the selected contractor is required to submit for
review, but only for the conformance with design concept of the project and
compliance with the information given on the design drawings. Such review
shall not extend to means, methods, techniques, sequence or procedures of
construction or to safety precautions and programs incident thereto.
Site Visits: CONSULTANT shall make visits to the site at intervals appropri-
ate to the various stages of construction as CONSULTANT deems neces-
sary in order to observe as an experienced and qualified design professional
the progress and quality of the various aspects of the contractor(s)'s work.
Inspections and Tests: The CONSULTANT shall observe the utility testing
required in final certification to certify to the responsible utility entity (the
actual testing will be by others).
Construction Observation: Service shall include coordination with contrac-
tor(s) and responsible utility entity to facilitate construction of the improve-
ments contained in the design plans including any preconstruction meetings.
Inspections will be performed as required for permits, record ~rawings,
information, and final utility certification.
Final Certification: The CONSULTANT will prepare the final certification and
process record drawings for the design from the survey information to be
supplied by the contractor or by other means agreed to by both CONSUL-
TANT and CLIENT and certified to the appropriate agencies.
Landscaping Design Services
(See attached proposal.)
5.0 Electrical Design Services
(See attached proposal.)
PROJECT WORK AUTHORIZATION PROJECT
NUMBER 15414 NUMBER 15414.54 MANAGER: Frank DeLuca
TASK NAME: COUNTRY CLUB DRIVE IMP. - CONCEPTUAL TRAFFIC DESIGN & COORD.
TASK / HOURLY PROPOSAL
CLASSIFICATION HOURS~ RATE DOLLARS
Proposal Preparatiee /
02 Admin. Asst. $35.00 $280.00
04 Communil~ Liaison $60.00
06 CADD Operator $65.00
97 Scientist II $75.00
98 Eceeomic/Rnancial AnaJyst $75.00
39 Scientist I ~ $60.00
11 Graphic Designer~ $60.00
12 Landscape Architect (RLA) ~ $85.00
13 Fietd Representative __~ $55.00
14 Landscape Designer $65.00
15 Planner (AICP) ~ $75.00
16 Associate Planner ~ $60.00
17 Project Engineer/Designer ~ $65.00
$~8 Project Manager I --/ $85.00
1~9 Professional Engineer (P.E.) ~,65.00
20 Prof. Land Surveyor (P.LS. & Mapper) $75.00
21 Senior Projeet Manager __~ $120.00 $2,880.00
22 Senior Member~ $175.00
23 Senior Project Engineer $75.00
24~Project Manager II ~ $95.00 $760.00
25 Technician II/ $60.00
~1 $105.00
29 Technician I $55.00
30~Transportatiee Planner __ $65.00 $260.00
32 Senior Field Representative $75.00
42 Survey Party $85.00
43 Spec. Survey Party ~ Quote
TOTAL HOURS I
TOTAL DOLLARS $4,180.0~0
DEPT. CODE: 09
PAGE 1 OF 5
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUiPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST, COST PRINT NO.
$
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
B, TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+S+C)
PREPARED BY: FD
APPROVED BY: FD
(Dept. Director)
$4,180.00 T&M
$4,180.00
DATE: 1/6/99
DATE: 1/6/99
INPROJECT WORK AUTHORIZATION PROJECT
UMBER 15414 NUMBER 15414.54 MANAGER: Wilson Sanchez
TASK NAME: COUNTRY CLUB DRIVE IMPROVEMENTS - FINAL DESIGN PHASE
HOURLY PROPOSAL
CLASSIFICATION RATE DOLLARS
Proposal Preparatior~
02 Admin. Asst. _ $35.00
04 Communlt,_y Liaison $60.0(
06 CADD Operator $65.0(
07 Scientist II $75.0(
08 Economic/Financial Analyst $75.0( __
09 Scientist I $60.0( --
11 Graphic Designer $60.0(
12 LandscaDe Archi~ $85.0(
13 FieJd Representative $55.0( __
14 Landscape Designer $65.0~
15 Planner (AICP) ~ $75.0(
16 Asseniate Planner $60.0(
17 Project Engineer/Designer 1~ ~$65.0( $11,700.0(;
18 Project Manager~l 4~0 $85.0~ $3,400.0(;
19 Professional Engineer (P.E.~) $85.0(;
20 Prof. Land SurveyDr (P.L.S. & Mapper) ! $75.0C
2--1 Sen~or Project Manage~ __ _~ $120.0~ $2,520.0~
22 Senior Member ~ $175.0~
23 Senior Project Engineer ~0~ $75.0~ $2,250.0~
24 Project Manager II -- ~ --
$105.00
29 Technician 1 -- ~ $55.00
30 Transportation Planner~ $65.00
32 Senior Field Representative ~J $75,00 __
42 Survey Party ~ $85.00
43 Spec. Survey Pady ~ Quote
TOTAL DOLLARS ~
DEPT. CODE: 05
PAGE 2 OF 5
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST. COST PRINT NO.
$
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
$1,000.00
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: WS
APPROVED BY; PRG (Dept. Director)
$19,870.00 T&M
$20,870.00
DATE: 1/6/99
DATE: 1/6/99
PROJECT WORK AUTHORIZATION PROJECT
NUMBER 15414 NUMBER 15414.54 MANAGER: Wilson Sanchez
TASK NAME: COUNTRY CLUB DRIVE IMPROVEMENTS - PERMITTING PHASE
TASK / HOURLY PROPOSAL
CLASSIFICATION HOURS/ RATE DOLLARS
Proposal Preparation -- --
02 Admln. Assr, ~ $35.0( $280.0(
04 c~,~.n,~, ual~on
06 CADD Operalor
07 scieotist u
08 Economic/Financial Analyst
09 Scientist I ~ $60.0£
1~1 Graphic Designer
12 Landsca~eArchit~t R~ ~ ~0~
13 Field Repreeenta~tive ~ ~0~
14 Landscape Designer ~ ~0~
~5 P=an.er (AICP)
16 Associate Planner ~. $60.0~
17 Project Engineer/Designer ~ ~ $1,690.0~
19 Professional Engineer (P.E.)
20 Prof. Land Surveyor (P.LS. & Mappers)) ~ $75.00
21 Senior Project Manager ~ ~ $480.00
22 Senior Member
23 Senior Project Engineer
:)4__~_PProjeot Manager II
25 Technician II
~ Project Manager III
30 Transportation Planner
32 Senior Field Representative
42 S.,.,ey Party
43 Spec. Survey Party ~ Quote
IOIAL DOLLARS
DEPT. CODE: 05
PAGE 3 OF 5
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST. COST PRINT NO.
$
$500.00
A. TOTAL REIMSURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRiNT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
$500.00
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: WS
APPROVED BY: PRG (Dept. Director)
$3,980.00 T&M
$4,480.00
DATE: 1/6/99
DATE: 1/6/99
PROJECT
NUMBER 15414
WORK AUTHORIZATION
NUMBER 15414.54
TASK NAME: COUNTRY CLUB DRIVE IMPROVEMENTS - BIDDING SERVICES
TASK HOURLY PROPOSAL
CLASSIFICATION HOURS RATE DOLLARS
Proposal Preparation
02 Admin. Asst, $35.0¢
04 Communit.~y Liaison $60.0£
06 CADD Operator $65.0£
07 Scientist II $75.0~
08 Economic/Financial Analyst $75.0~ --
09 Scientist I $60.0(:
11 Graphic Designer $60.0~
12 Landscape Architect R?~ R~LA~). $85.0(;
13 Fiald Representative $55.0£
14 Landscape Designer $65,0(;
15 Planner (AICP) ~L $75.0¢
16 Associate Planner ~_ $60,0£
17 Project Engineer/Designer ~ ~ $520.0~
18 Project Manager I ~ $85.0£ $1,700.0~
19 Professional Engin~r (P.E.) ~ $85.0C
20 Prof. Land Surveyor~(P.L.S. & Mapper)
21 Senior Project Manager ~_ $12~.~ $720.00
22 Senior Member
23 Senior Project Engineer ~ ~ -- $750.0~
24 Project Uan~ager ~1 ~ ~ -- --
20 Project Uana~ger Ill
29 Techn,c,an,
30 Transpod.___~ation Planner
32 Senior Field Representative m
43 Spec. Survey Party ~ Quo~ta
TOTAL HOURS
TOTAL DOLLARS $3,690.00
PROJECT
MANAGER: Wilson Sanchez
DEPT. CODE: 05
[
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST. COST PRINT NO.
$
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSU LTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: WS
APPROVED BY: PRG (Dept. Director)
$3,690.00 T&M
$3,690.00
DATE: 1/6/99
DATE: 1/6/99
04/01F36
iPROJECT WORK AUTHORIZATION PROJECT
NUMBER 15414 NUMBER 15414.54 MANAGER: Wilson Sanchez
TASK NAME: COUNTRY CLUB DRIVE IMPROVEMENTS - CONSTRUCTION PHASE
TASK / HOURLY PROPOSAL
CLASSIFICATION HOURS~ ~ RATF DOLLARS
Proposal Preparation~L /
32 Admin. Asst. $35.00
34 Ccmmunlt~ Liaison ~ $60.00
06 CADD Operator $65.00
07 Scientist II $/5.00
08 Economic/Financial Analyst ~ $75 u0
09 Scientist I ~m=~====
$60.00
11 Graphic Designer ~ $60.00
12 Landscape Architect (RLA) ~ $85.00
13 Field Representative ~ $55.00
14 Landscape Designer ~ $65.00
15 Planner (AICP) ~ $75.00
16 Assoniate Planner ~ $60.00
17~Project Engineer/Designer ~ $65.00
18~I $85.00 $1,360.00
19 Professional Engineer (P.E.) $85~00 --
20 Prof. Land Surveyo~r (P.LS. & Mapper)~ $75.00
21 Senior Project Manager __ $120.00: $720.00
22 Senior Member $175.0{
23 Senior Project Engineer __~ $75.0{ $3,225.00
24 Project Manager IIB $95.0{
25 Technician II $60.0{
~er III $105.0£
29 Technician I $55.0{
30~Transportalion Planner ~ $65.0{
32 Senior Field Representative ~ ~ ~$6,750.~
42 Survey Party ~ ~ --
43 Spec. Survey Parly II Quote
!~TAL
HOURS ~
TOTAL DOLLARS $12,055.0¢
DEPT. CODE: 05
PAGE 5 OF 5
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST. COST PRINT NO.
$
$500.00
$500.00
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBOONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
$1,000.00
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: WS
APPROVED BY; PRG (Dept. Director)
$12,055.00 T&M
$13,055.00
DATE: 1/6/99
DATE: 1/6/99
O'LEARY' Di:$i(~N ASSOCIATES P.A.
L,~,NDSCAPE ARCHITECTURE LAND PLANNING
URBAN DESIGN GRAPHIC DESIGN
Janumy 5, 1999
Mr. Wilson Sanchez, P.E.
Project Manager
Keith & Schnars, P.A.
6500 North Andrews Avenue
Fi,'Lauderdale, Florida 33309-2132
Re:
Safety Improvements for Country Club Drive
AventUr,% Florida
Dear Sanchez:
Pm;s.u, ant to our r.eq, ent discussion, the following is an outline of professional larid~c0pe axchitecturhl
services for ,the~inslallation of five (5) pedestrian ctoss',valks and for realigning.~wMk~,¢ays and side{va/k
approaches at the major driveways, located at the ab~v~ referenced project. These sen, ices will include
coordination Mth Project Electrical Engineer regarding the illmnination of the jogging path:
A)
Design Ph~e
1) Prepare the required landscape and irrigation plans.
2) . Prepare a Statement' of Probable Construction Cost
Bidding Phase
1) Attend pre-bid conference.
2) Respond to bidder inquires.
3) Review landscape and irrigation competitive bids.
c)
Construction Administration Phase - Perform periodic observations of the landscape
and irrigation installation.
Our fi~e for these professional services will be as follows:
Compleiion of' Item 'At- Design Phase
Completion of Item 'B' - Bidding Phase
Completion of Item 'C' - Construction Admin/stration Pha.se
8,600.00
t,000.00
2,600.00
Total $12,200.00
OAK PL?.ZA PROFESSIONAL CENTER 8525 S.W. 92ND STREET, SUITE C11 MIAMI, FLORiDa. 33156 (305) 596-6096 . ,
MEMBERS OF THE A),~ERICAN SOCiEI'v OF LANDSCAPE ARCHITECTS
Mr. Wilson Sanchez, P.E.
Janu,~'W. 5, 1999
Page two
Reimbursable expenses, such as but not limited to, blueprinting, reproductions, computer plots, Federal
Express/courier expenseS, and long distance communications Mil be additional and will be invoiced .for
al our cost. We estimate Ihat Incidental Expenses will be approximately $600.00.
Please let ale know if you requiro any additional information.
Very truly you_rs,
O'LEARY DESIGN ASSOCIATES, PA
WILLIAM A. O'LEARY, FASL~A
WAO/cas
January 5, 1999
Nh:. Wilson Sanchez
Keith and Schnars, P.A.
6500 N. Andrews Ave
Fort Lauderdale, FL 33309-2132
Re: West Country Club Drive Wall~vay Lighting
City of Aventura, FL
Dear Mr. Sanchez:
We are pleased to submit our proposal for electrical engineering services for the above project.
Oar services shah include the following:
I. Design
1. Evaluation and recommendation of fixture selection.
2. Completed tracings of drawings for the work, coveting all phases o£mtr dcsign, in
accordm~ce with a format determined by you.
3. Photometric evaluation.
4. Final project specifications.
5. Coordination with FP&L for electric service requirements.
6. Final cost estimate for the work perfo:-med m~der this agreement. Attend
meetings to a~swer questions relevant to our design.
E. Construction
1, Services During Biddin~
BEC will make available project representative to assist in the evaluation and
recommendation of bids submitted by approved contractors.
2101 N. ANDREWS AVENUE, SUITE 100, FORT LALJDERDALE, FLORIDA 33311
(954) 564-3111 FAX: (954) 564-3040
Mr. Wilson Sanchez 2 Jenum.w 5, 1999
Review and approve (or take other appropriate action in respect of) Shop
Drawings and sample~, the results of tests and inspections and other data which
eact~ Contractor is required to submit, but only for conformance with the design
concept of the Project and compliance with the information given in the Contract
Documents (but such review and approval or other action shall not exceed to
means, methods, sequences, techniques or procedures of construction or to safety
precautions and programs incident thereto); and receive and review (:[*or general
content as required by the Specifications) maintenance and operating schedules
and jj~structinn, guarantees, bonds and certificates of inspection ~vhiclt arc to be
assembled by Contractor(s) is in accordance with the Comract Documents.
Issue all instructions of OWNER to Contractor(s); issue necessary interpretations
and clarifications of the Contract Documents; have authority, as OWNER's
representative to require special inspection or testing of the work; act as initial
intmpreter of the requirements of the Corttra~t Documents and judge of the
acceptability of the work thereunder, and make decisions on all claims of
OWNER and Contractor(s) relating to the acceptability of the work or the
interpretation of the requirements oft, he Contract Documents pertaining to the
execution and progress of the work. The ENGfN-EER shall render all
interpretations or decisions in good faith and hi accor~tance with the requirements
of the Contract Documents.
Site Visits
Make visits to the site at periods appropriate to the various stages of construction
to observe, as an experienced and qualified professional, the progress and quality
of the executed work of Contractor(s) and to determine in general if such work is
proceeding in accordance with the Contract Documents. Prepare trip reports to
document observations made during these inspections..ENGINEER shall not be
responsible for the means, methods, techniques, sequences or procedures of
construction selected by Contractor(s) or the safety precautions and proD'ams
incident to the work of Contractor(s). It is understood that BEC will not be
performing dc'tailed quality control and inspection services such as checking the
installation of conduits for conformity with the electrical drawings and
appropr/ate mannfacturer's shop drawings. ENG~NE]~R's efforfs will be directed
toward providing a greater degree of confidence for OWNER that the completed
work of Contractor(s) will conform to the Contract Drawings, but ENG12NEER
shall not be responsible for the failure of Contractoffs) to perform the work in
accordance with the Contract Drawings. During such visits and on the basis of
Mr. Wilson Sanchez 3 Janum-y 5, 1999
on-site observations, ENGINEER shall keep OWNER informed of the progress of
the work, shall ~ndeavor to guard OWNER against defects and deficiencies in
such work and may disapprove or reject work failing to conform to the Contract
Docmnents.
BEC will make available a project representative to visit the coustmction site on a
periodic basis during project milestones and critical work. BEC reserves rite fight
to request additional compensation should construction extend beyond the
Substantial and/or Final Acceptance periods except for delays resulting fi'~m acts
or omissions of the Consultaztt.
Our scope of sm'vices shall include the walkway lighting design on West Countr7 Club Drive,
eyre:all length of approximately 2.3 miles. Our design shall also include the design for up to t~vo
(2) pedestrian crossings; location to be determined by the City. Our fee for this work shall be
$19,000.00, payable as follows:
When Plans are 20% Complete
When Plans are 50% Compl~e
When Plans are 80% Complete
When Plans are 100% Complete
Construction Ph~e - Billed per percent of
construction completeness
$ 2,700.00
$ 4,050.00
$ 4,050.00
$ 2,700.00
$ 5,500.00
Very truly yours,
ACCEPTED
F21495DG.wpd
KEITH and SCHNARS, P.A.
WORK AUTHORIZATION NO. 15414.54
The City of Aventura has requested Work Authorization No. 15414.54, as provided for in
the agreement between the City of Aventura and Keith and Schnars, P.A. and approved
by the City Commission on August 20, 1996.
This Work Authorization No. 15414.54 provides for technical services in accordance with
Articles 3 and 4 of the agreement as further detailed in the scope of services in Exhibit A.
Payment for such services shall be in accordance with Article 5 of the agreement.
Labor Expenses
Estimated
Reimbursables
Conceptual Traffic Design & Coord.
Engineering Design Services
Permitting Services
Bidding Services
Construction Services
$4,180.00
$19,870.00 $1,000.00
$3,980.00
$3,690.00
$!2,055.00 $1,000.00
Subconsultant Services
Landscaping Design Services
Landscaping Bid Services
Landscaping Construction Services
Electrical Design Services
Electrical Construction Services
10% Project Management (K&S)
$8,600.00
$1,000.00
$2,600.0O
$13,500.00
$5,500.00
$3,120.00
$600.00
Total Estimated Labor Expenses are $78,095.00
Total Estimated Reimbursables $2,600.00
The time period for this work authorization will be:
Preliminary Design
Final Construction Plans
Permitting Phase
Construction Phase
30 Days
30 Days
30 Days
120 Days
6500 North Andrews Avenue · Ft. Lauderdale, Florida 33309-2132
(954) 776-1616 · (800) 488-1255 · Fax (954) 771-7690
A~FEST
BY
City Clerk
Teresa M. Smith
APPROVED AS TO FORM
BY
City Attorney
Weiss Serota & Helfman, P.A.
CITY:
CITY OF AVENTURA, FLORIDA
through its City Manager
City Manager
Edc M. Soroka
__ day of ,1999
Notice to Proceed Yes
Project initiation Date
RECOMMENDED through its
CIP Project Manager
BY
No
Capital Project Manager
Antonio F. Tomei
__ day of ,1999
Exhibit A
Work Authorization No. 15414.54
Preparation of Final Construction Documents for
Pedestrian Safety Improvements
West/North/East Country Club Drive
Scope of Consulting Services
between
The City of Aventura, Florida
and
Keith and Schnars, P.A.
January12,1999
Exhibit A
WOrk AUTHORIZ~,TION NO. 15414.54
Preparation of Final Construction Documents for
Pedestrian Safety Improvements
West/North/East Country Club Drive
SCOPE OF CONSULTING SERVICES
PREAMBLE
CONSULTANT proposes to provide professional services associated with the preparation
of construction documents for pedestrian safety improvements as listed in the Final
Engineering Design Section (1.03) of this proposal. The proposed design will incorporate
elements delineated Jn the Pedestrian Circulation Study prepared by Keith and Schnars
under Work Authorization No. 15414.09.09001.
Specific elements of the design shall include, but not be limited to, the geometric design,
horizontal alignment, grading, clear zones, sight distance, landscaping, electrical,
pavement marking and signage.
1.0 Engineering Design Services
1.01 Conceptual Traffic Design & Coordination
Based on the information provided in the Country Club Ddve Pedestrian
Circulation Study prepared in December 1996, the CONSULTANT shall
develop more detailed locations of proposed crosswalks and design
treatments and perform the necessary contacts and reviews with Miami-
Dade County Public Works Department (MDPWD) to obtain approval of the
traffic engineering devices.
Specific activities include:
Verification of sight distance requirements and availability for such
proposed crosswalk locations.
Development of conceotua design treatments to insure that good
(above minimum) safety is provided for pedestrians through enhanced
advance signing and pavement markings.
Investigation of need and potential for flashing advance signs,
overhead signing, active signing or in-pavement lighting.
Determination of overhead lighting requirements for enhanced
visibility of pedestrians dudng early morning and evening hours.
Coordination with MDPWD traffic engineering staff and/or manage-
merit.
1.02 Prelimina Der~
The CONSULTANT shall prepare a preliminary design plans for review by
the City of Aventura and regulatory agencies. Prepare an opinion of
probable cost for the proposed improvements.
1.03 Final Enqineering Design
The CONSULTANT shall prepare final construction documents for the
following pedestrian safety improvements:
Installation of a crosswalk with signal heads at the intersection of the
Lehman Causeway and West Country Club Drive (N.E. 192"~ Street).
Specifically, across West Country Club Ddve to the new sidewalk
south of the Lehman Causeway.
Upgrade existing pedestrian crosswalk at Turnberry Isle Club and
Resort.
3. Sidewalk connections to five (5) bus stops along Country C. lub Drive.
Realignment of walkway and sidewalk approaches at both sides to
major driveways (approximately 30 driveways, not including the
intersections of Country Club Drive and Aventura Boulevard and
Country Club Drive and N.E. 34~h Avenue).
5. Five (5) additional crosswalks across Country Club Drive.
Installation of ground lighting along Country Club Drive exer-
cise/walking path.
The final construction documents shall include the following:
· Project manual including the contract documents and specifications.
· Construction plans at 1" = 40' scale as follows:
Title Sheet & Location Map
Engineering Design Survey
Demolition Plans
Paving, Grading and Drainage Plans
Paving, Marking and Signing Plans
Electrical Plans
Landscaping Plans
Construction Details
1.04 Permittinq Phase
The CONSULTANT shall provide technical criteria, written description and
design data for use in filing the application for permits with agencies having
jurisdiction to review the design of the project. Permit fees are the responsi-
bility of the CLIENT and are not included within this agreement.
Permit applications will be submitted to the following regulatory agencies:
1. Metropolitan Dade County Public Works Department (Traffic Engi-
neering only).
2. City of Aventura
1.05 Meetings
Meetings will be billed under the General Engineering Assistance No.
15414.00.05001, as provided for in the agreement between the City of
Aventura and Keith and Schnars, P.A. and approved by the City Commission
on August 20, 1996.
2.0 Bidding or Negotiating Services
The CONSULTANT, following the City's approval of the Construction documents
("Construction documents" shall mean the entire contract for construction, including
all addendums or alterations thereto, drawings and technical specifications) and of
the latest Statement of Probable Construction Cost, shall assist the City in
obtaining, evaluating, awarding and preparing construction contracts.
The CONSULTANT will prepare bid packages and release them to contractors and
assist in the selection of a contractor. Services include but are not limited to, a
review of contract proposals, review of contractoCs submitted credentials,
subcontractor's submitted credentials, to assist the City in their selection of a
contractor.
3.0 Construction Services
The CONSULTANT shall provide construction observation services necessary to
certify to the regulatory agencies that the construction work has been completed in
substantial compliance with the approved documents and permits.
Services included in this item are described as follows:
Shop drawings: The CONSULTANT will review shop drawings, samples,
other data and reports which the selected contractor is required to submit for
review, but only for the conformance with design concept of the project and
compliance with the information given on the design drawings. Such review
shall not extend to means, methods, techniques, sequence or procedures of
construction or to safety precautions and programs incident thereto.
Site Visits: CONSULTANT shall make visits to the site at intervals appropri-
ate to the vadous stages of construction as CONSULTANT deems neces-
sary in order to observe as an experienced and qualified design professional
the progress and quality of the various aspects of the contractor(s)'s work.
In_.Q&pections and Tests: The CONSULTANT shall observe the utility testing
required in final certification to certify to the responsible utility entity (the
actual testing will be by others).
Construction Observation: Service shall include coordination with contrac-
tor(s) and responsible utility entity to facilitate construction of the improve-
ments contained in the design plans including any preconstruction meetings.
Inspections will be performed as required for permits, record ~rawings,
information, and final utility certification.
Final Certification: The CONSULTANT will prepare the final certification and
process record drawings for the design from the survey information to be
supplied by the contractor or by other means agreed to by both CONSUL-
TANT and CLIENT and certified to the appropriate agencies.
4.0 Landscaping Design Services
(See attached proposal.)
5.0 Electrical Design Services
(See attached proposal.)
PROJECT
NUMBER 15414
WORK AUTHORIZATION
NUMBER 15414.54
TASK NAME: COUNTRY CLUB DRIVE IMP. - CONCEPTUAL TRAFFIC DESIGn'
CLASSIFICATION DOLLARS
Pr(~9osal Preparation
g2 Admin. Assr. _ $280.00
D4 Community Liaison _ ~. _ $5o.oo __
36 CADD Operator ~ ~ $65.00
37 Sciantist ,,
38 Economic/Financial Anal)st ~ $75.00
39 Scientist I ~ $60.00
111 Graphic Designer
12 Landscape Architect (RLA) __~ $85.00
13 Field Representative __~ $55.0(
14 Landscape Designer ~ $65.0(
15 Planner (AICP) __~ $75.0(
16 Associate Planner _ __~ ~ --
17 Project Engieeer/Des,gner
~8 Proi~ct M~age;-~ ~ $85.oc
Profess on E,g ,,r (P.E.)
20 Prol. Land Surveyor (P.L.S. & Mapper)
2~ Sanior Project Manager ~ Sm $2,8~
22 Senior Member -- - ~ $176.0C __
23 Senior Pr ecl Engineer
24 Pr an! Manager Jl -- 8~ $~.0C $760.0C
25 Technician Il --
~(~r III -- __~ $105.0(;
29 Tanhn,o an,
30 Transportation Planner
32 SanJor Field Representative
43 Spec. Survey Party - ~o~te~
TOTAL HOURS
TOTAL DOLORS
PROJECT
MANAGER: Frank DeLuca
DEPT. CODE: 09
L
PAGE 1 OF 5
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCON~ULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST. COST PRINT NO.
$
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: FO
APPROVED BY; FD
(Dept. Director)
$4.180.00 T&M
$4,180.00
DATE: 1/6/99
CATE: 1/6/99
04/01/96
PROJECT
NUMBER 15414
WORK AUTHORIZATION
NUMBER 15414.54
TASK NAME: COUNTRy CLUB DRIVE IMPROVEMENTS - FINAL DESIGN PHASE
TASK HOURLY
CLASSIFICATION HOURS RATE
Proposal Preparalion
02 Admln. Ass1,
04 Community Liaison
05 CADD Ozoeralor
07 Scientist II
0~8 Economic/Financial AnN~_L
09 Scientist i
12 Lan ds c__a~e Ar c hit ect R.._~..~[
~resantalJve
14 Landsc~eslgner
15 Planner (AICP)
16 Associate Planner
17 Pre~ect Engineer/Designer
18 Project Manager I
19 Professlc~al Engineer (p.E.i
20 Prof. Land
21 Sanlor Project Manager
22 Sanior Member
24 Project Man__agar II
2_.5 Technician II
:'9 Technician I
30 Trans~datio,n Planner
92 Sec~lor Field Re~presantalive
~aHy
PROPOSAL
DOLLARS
$35.0O
$60.00
$65.0o
$75,00
$85.00
$55.00
$65.00
$75.0O
$60.00
$65.0( $~
$85.0( $3,40O.00
$85.0(
TOTAL HOURS
TOTAL DOLLARS
$75.0{
$120.0C $2,520.0C
$75.0C $2,250.00
$95.00
$0o.0o
$105.0o
$55.00
$85.oo
Quote
PROJECT
MANAGER: WilsonSanchez
DEPT. CODE: 05
[
PAGE 2 OF 5
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST. COST PRINT NO.
$
$1,000.00~
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
$1,000.oo
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: WS
APPROVED BY: PRG (Dept. Director)
$19,870.00 T&M
$20,870.00
DATE: 1/6/99
DATE: 1/6/99
~oooo~
0000~
m
m
x
~8888i
0
0
PROJECT
NUMBER 15414
WORK AUTHORIZATION
NUMBER 15414.54
TASK NAME: COUNTRY CLUB DRIVE IMPROVEMENTS - BIDDING SERVICES
TASK
CLASSIFICATION HOURS
~roposal Preparation
02 Admln. Asst.
04 Conlmunlt~ Liaison
06 CADD Operator
07 Scientist II
08 Economic/Financial Analys~t
09 Scientist I
12 Lands eap~e A r c hitect__~_.L~_~
l~resectatlve
1~4 La,ndec eap~gner
15 Plant, er ~(AIC p)
1~6 Associate Planner
17 Project En~glneer/Designer
~anager I
L9 Professional ~
50 Prof. ~La~p.L.S. & Mapper)
21 Senior Project Manager
22 Senior Member
23 Senior Project Engineer
~anager II
2~5 Technician ~1
~_er III
2~9 Technician I
~o~ Planner
32 Senior Field Re~eseclalive
HOURLY PROPOSAL
RATE DOLLARS
$60.00
$65.00
$75.00
$75,00
$60.0(
$60,0¢
$85.0~
$55.0¢
$65.O6
$75.0¢
$6o.oo
$65,08 $520.00
$85.00 $1,700.00
$85.00
$75.00
$120.00 $720.00
$175.00
$75.00 $750.00
$55.00
$65.00
$75.00
$85.00
Quote
TOTALHOURS
TOTALDOLLARS
$3,690.00
PROJECT
MANAGER: Wilson Sanchez
DEPT. CODE: 05
[
REIMBURSABLE EXPENSES:
SUBCONSULTANT A
SUSCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST. COST PRINT NO.
$
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUiPMENT/SUPPLIES
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: WS
APPROVED BY: PRG (Dept. Director)
$3,690.00 T&M
$3,690.00
DATE: 1/6/99
DATE: 1/6/99
04/01/96
INPROJECT
UMBER 15414
WORK AUTHORIZATION
NUMBER 15414.54
TASK NAME: COUNTRY CLUB DRIVE IMPROVEMENTS - CONSTRUCTION PHASE
TASK HOURLY PROPOSAL
CLASSIFICATION HOURS RATE DOLLARS
Proposal Preparation
02 Admln. Asst.
04 Community Liaison
06 CADD Operator
DB Ecenomic/Financia~ Analyst
9g Sclenttsl I
11 Graphic D~slgner
1~2 Landscap~ Architect. R~
13 Field Re[:)resentallve
14 Landscape Designer
15 Planner (AICP)
16 Associate Planner
19 Professional Engineer (P.E.~)
20 Prof. Land Surve)(~%(.P.L.S. & Ma~_E~L
2~1 Senior Project Manager
22 Senior Member
2~3 Senior P~neer
~ger II
25 Technician II
28 Project Manager III
29 Technician I
30 Transportation Planner
32 Senior Field Rep~.esanlalive
43 Spec. Survey Parly
$35.00
$60.00
$65.00
$75.00
$75.00
$60.00
$1,360.00
$720.00
$3,225.00
$55.00
$65.00
$75.00
$60.00
$65.00
$85.00
$85.00
$75.00
$120.00
$175.00
$75.00
$95.00
$60.0C
$105.0C
$55.06
$65.06
$75.0~
$85.06
Qu~e
TOTALHOURS
TOTALDOLLARS
$6,750.00
$12,055.0¢
PROJECT
MANAGER: Wilson Sanchez
DEPT. CODE: 05
[
REIMBURSABLE EXPENSEE]:
SUE]CONSULTANT A
SUBCONSULTANT S
SUBCONSULTANT C
SUBCONSULTANT D
PERMIT FEES
TRAVEL
EQUIPMENT/SUPPLIES
PRINTS & GRAPHICS
RELATED
EST. COST PRINT NO.
$
$500.00
$500.00
A. TOTAL REIMBURSABLE EXP
DIRECT EXPENSES:
SUBCONSULTANT A
SUBCONSULTANT B
SUBCONSULTANT C
SUBCONSULTANT D
BLUEPRINT/REPROS
PERMIT FEES
MEALS
EQUIPMENT/SUPPLIES
$1,000.00
B. TOTAL DIRECT EXPENSES
C. TOTAL DIRECT LABOR
TOTAL BUDGET
(A+B+C)
PREPARED BY: WS
APPROVED BY: PRG
(Dept. Dlreclor)
$12,055.00 T&M
$13,055.00
DATE: 1/¢99
DATE: 1/~99
O'L~A RYDE$ii~N :,~SS OCIATES P.A.
' . ~R~, ,,~c~TUR~ LAN~ ~ANNING
URBAN DESIGN GRAPHIC DESIGN
Ja.nu,m.'y 5, I999
Mr. Wilson So. nc,he:% P.E.
Project Manager
Keith & Schnars, P.A.
6500 North Andrews Avenue
Ft. '~.auderdale, Florida 33309-2132
Re: Safety Improvements for Country Club Drive
AventUra, Florida
Dear Sanchez:
P~s.u. am to ,our r.eqent ~llscussion, the following is an outline of professional l~id~cape architecturhl
semen: for,the'installation of five (5) pedestrian cro~s~al~ and for realigning~wal~¢a~,$ a~a Sid'e.[valk
approaches at the major driveways, located at the abov~ referenced Project. These services will in~clude
coordination Mth Project Electrical Engineer regarding the illumination of the jogging path:
A) Design Ph~e
1): Prepare the required landscape and irrigation plans.
2) . Prepare a Statement of Probable Construction Cost.
B) Bidding Phase
1) . Attend pre-bid conference.
2) Respond to bidder inquires.
3) Review landscape and irrigation competitive bids.
Construction Administr~on Phase - Perform periodic observations of the landscape
and irt gation installation.
Our fee £~r these prot'es~ional services will be as foitews:
Completion of item 'A'- Design Phase
Completion of Item 'B' - Bidding Phase
Completion of Item 'C' - Construclion Adn'drdstration Phase
8,600.00
1,000.00
2,600.0__0_0
Tot~ $12,200.00
OAK pL,AZ~. PROFESSIONAL CENTER 8525 s.W. 92N0 STRSE7, SU!TE C11 MIAMI, FLORIDA 33156 (3051596-6096: ·
Mr. Wilson Sanchez, P.E.
January 5, 1999
Page two
Reimbursable expenses, such as but not limited to, blueprinting, reproductions, computer plots, Federal
Express/courier expenses, and long distance communications will be add/fional and will be invoiced for
al our cost. We estimale lhat Incidental Expenses will be approximately/:600.00.
Piece let me know if you require any additional kff'ormation.
Very truly your_s,
O'LEARY DESIGN ASSOCIATES, PA
WAG/cas
January 5, 1999
Nh'. Wilson Sanclaez
Keith and Schnars, P.A.
6500 N. Andrews Ave
Fort Lauderdale, FL 33.309-2132
Re: West Country Club Drive Walkway Li*~hting
City of Aventura, FL
Dear M.r. Sanct~ez:
We are pleased to submit our proposal for electrical engineering services for the above project.
Our services shall include the following:
I. Design
1. Evaluation and reconmaendation of fixture selection.
2. Completed tracings of drawings for the work, covering all phases of our dcsign, in
accordance with a format determined by you.
.3. Photometric evaluation.
4. Final project specifications.
5. Coordination w/th FP&L for electric service requirements.
6. Final cost estimate for the work performed under this a~eernent. Attend
meetings to answer questions relevant to our design.
E. Construction
I. Services Durin~ Biddin~
BEC will make available project representative to assist in The evaluation and
recom~endation of bids subrni~ed by approved contractors.
Mr. Wilson Sanc2ez 2 January 5, 1999
Review and approve (or take other appropriate action in respect of) Shop
Drawings and samples, the results of tests and inspections and other data which
each Contractor is required to submit, but only for conformance with the desig~
concur of the Project and compliance with the information given in the Contract
Documents Out such review and approval or other action shall not exceed to
means, methods, sequences, teckniques or procedures of construction or to safeW
precantiom and iJmgrams incident thereto); and receive and review (ibr general
content as required by the Specifications) maintenance and operating schedules
and instruction, guarantees, bonds and certificates of inspection which are to be
assembled by Contractor(s) is in accordance with the Contract Documents.
Issue all histmetions o£ OW'NER to Contractors); issue necessary interpretations
and clarifications of the Contract Documents; have authority, as OWNER's
representative to requirc special inspection or testing of the work; act as initial
intm~preter of thc requirements of the Contract Documents and judge of the
acceptability of the work thereunder, and make decisions on all claims of
OWNER and Contractor(s) relating to the acceptability of the Work or the
interpretation of the requirements of the Contract Documents pertaining to the
execution and progress of the work. The ENGINEER shall rendor ali .
interpretations or decisions in good faith and in accor~ta~ce with the requirements
of the Contract Documents.
Site Visits
Make visits to the site at periods appropriate to the various stages of construction
to observe, as an experienced and qnali~ed pm£essional, the progresa and quality
of the executed work of Contractor(s) and to det~'mlne in general if such work is
proceeding in accordance with the Contract Documents. Prepare trip reports to
document observations made during these inspections..BNGINBBK shall not be
responsible for thc means, methods, techniques, sequences or procedures of
construction selected by Contractor(s) or thc safety precautions and programs
incident to the work of Contractor(s). It is understood that BEC will not be
performing d~,iled quality control and inspection services such as checking the
installation of conduits for conformity with the electrical drawings and
appropriate manufacturer's shop drawings. ENGINEER's efforts will be dkected
toward providing a greater degree o£confidence for OWNER that the completed
work of Contractur(s) will conform to the ConWact Drawings, hut EqGI2'¥EER
shall not be responsible for the failure of Contractor(s) to perform the work in
accordance with the Contract Drawings. During such visits and on the basis of
Wilson Sanchez
3 January 5, I ~ ~ 9
on-site observations, ENGINEER shall keep OWNER informed of the progress of
the work, shall ~mdeavor to guard OWNER against defects and deficiencies in
such work and may disapprove or reject work failing to conform to the Contract
Docanaents.
BEC will make available a project representative to v/sit the construction site on a
periodic basis during proj~t rrfilestones and critical work. BEC resen~es the right
to request additional compensation should construction extend beyond the
Substantial and/or Final Acceptance periods exert for delays resulting fi'om acts
or omissions of the Consultant.
Our scope of sen'vices shall hnclnde the walkway lighting dehgn on West Country Club Drive, an
overall length of approximately 2.3 miles. Our design shall also include the design for up to two
(2) pedestrian crossings; location to be determined by the City. Our fee for tl:ds work shall be
$19,000.00, payable as follows:
When Plans arc 20% Complete
When Plarm are 50% Complete
When Plarm are 80% Complete
When Plans are 100% Complete
Construction Pha~e - Bill~:l per percent of
construction completeness
2,700.00
4,050.00
4,050.00
2,700.00
$ 5,500.00
Very truly yours,
ACCEPTED_
.DATB
F114981DG.wl~d
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
FROM: Eric M. Soroka, City
TO: City Commission
DATE: January 21, 1999
SUBJECT: Disbursement of Police Forfeiture Funds
February 2, 1999 City Commission Meeting Agenda Item 1.i'.!
RECOMMENDATION
It is recommended that the City Commission adopt the following Motion to Expend
Funds from the Police Forieiture Fund:
"Motion authorizing the appropriation of up to $66,000 for three (3) patrol
vehicles and one (1) police motorcycle from the Police Forieiture Fund in
accordance with the City Manager's memorandum".
BACKGROUND
As per the attached Staff Report, the Police Chief has requested approval to
appropriate Police Forieiture Funds as follows to provide equipment for the new police
personnel authorized through the Federal Grant and Traffic Improvement Program:
1. Three (3) patrol vehicles - $63,200
2. One (1) police motorcycle (lease) - $2,800
As of January 1, 1999, the Police Forieiture Fund had a balance of $173,153. If you
have any questions, please feel free to contact me.
EMS/aca
Attachment
CC0705-99
TO:
FROM:
DATE:
SUBJECT:
CITY OF AVENTURA
POLICE DEPARTMENT
INTER OFFICE MEM(
Eric M. Soroka, Cit~a
January 19, '1999
Use of Forfeiture Funds
RANDUM
[ler
Olice
Florida State Statutes 932.704 & 932.7055 requires that money resulting from
forfeitures be maintained in a special law enforcement trust fund, and that the
funds be expended only upon request of the Chief of Police to the governing
body of the municipality and approval of the governing body.
I am requesting City Council approval for the expenditure of $79,000.00 These
items were not originally included in the Capital Budget for this fiscal year.
· 3 Patrol Vehicles
· 1 Police Motorcycle (lease)
Total Expenditure Request:
$63,200.00
$ 2,800.00
$66,000.00
I certify that this requested expenditure complies with Florida State Statute
932.7055 in that:
1. Funds will be used for an appropriate law enforcement purpose.
2. Funds are not being used as a normal source of revenue for the
Police Department.
3. Funds were not considered in the adoption and approval of the budget
of the Police Department.
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
City Commission ~
Resolution in Support of Postal Facility in the Southern Portion of
the City
City Commission Meeting February 2, 1999
Agenda Item '~//'?
At the direction of the Commission, attached for your consideration is a Resolution
urging Representative E. Clay Shaw to explore the possibility of establishing a postal
facility in the southern portion of the City.
If you have any questions, please feel free to contact me.
EMS/tins
attachment
RESOLUTION NO. 99-
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA URGING U.S.
REPRESENTATIVE E. CLAY SHAW TO EXPLORE THE
POSSIBILITY OF ESTABLISHING A NEW FULL SERVICE
POST OFFICE IN THE SOUTHERN PORTION OF THE
CITY OF AVENTURA; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Aventura is in need of a full-service post office to serve
its 20,000+ population; and
WHEREAS, the residents of the City of Aventura are limited to a small retail post
office facility in the northeastern most corner of the City for their postal needs; and
WHEREAS, residents must travel into the next County to pick up mail not
delivered by the United States Post Office, at great constraints in particular to the
residents in the southern portion of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. This City Commission urges Representative E. Clay Shaw to act in
its behalf and explore the possibility of establishing a full service postal facility in the
southern portion of the City of Aventura.
Section 2. This Resolution shall become effective immediately upon its
adoption.
Resolution No. 99-
Page 2
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 Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Patricia Rogers-Libert
Commissioner Jeffrey M. Perlow
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
PASSED AND ADOPTED this 2nd day of February, 1999.
ATTEST:
ARTHURI. SNYDER, MAYOR
TERESA M SMITH, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
EMSAms
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
City Commission
Eric M. Soroka, ~.~l~la~ge~
January 28, 1999-
Williams Island Boulevard Improvement Project - Change Order #4
February 2, 1999 City Commission Meeting Agenda Item 7F
RECOMMENDATION
It is recommended that the City Commission authorize the attached Change Order for
the Williams Island Boulevard Improvement Project in the amount of $37,440.50. The
Change Order is required due to additional work requested by the City and increased
material quantities not included in the original contract.
BACKGROUND
The attached Change Order includes the following items:
Right turn lane at the intersection of N.E. 31st Avenue and N.E. 183rd
Street requested by residents adjacent to the intersection - $20,031.
Additional sidewalks and repair along lake at both the east and west
ends - $4,950.
Additional metal pedestrian railing required adjacent to lake due to
additional sidewalk placement - $6,022.50
Increase in fee amount required by FPL, above the $6,500 previously
included in the contract - $6,437.00.
If you have any questions, please feel free to contact me.
EMS/aca
Attachment
cco7o8-99
CONTRACT NUMBER: 98-4-22-2
CITY OF AVENTURA
CHANGE ORDER FORM
CHANGE ORDER NO. 4
DATE: January 14, 1999
PROJECT TITLE: Williams Island Boulevard Improvements
PROJECT CONTRACTOR: M Viia & Associates, Inc.
COST: $37,440.50
BUDGET LINE ITEM: 001-8050-541-6309
DESCRIPTION OF CHANGES: 1. A right turn lane will be added for eastbound traffic at the intersection of NE 31st Ave.
and NE 183~" ST. 2. An additional crosswalk will be added on the West Side of the Admirals Port East driveway.
3. Additional sidewalk at east end of lake to provide pedestrian access in to Biscayne Cove and at west end of lake due
to damaged and undermined sidewalk. 4. Increase in Fee amount required by FPL. 5. Additional metal pedestrian railing
required due to additional sidewalk placement adjacent to lake..
Original Contract:
Total Previous Change Orders:
This Change Order:
$1,472,265.52
$ 115,487.75
$ 37,440.50
Revised Contract .Nnount:
$1,625,t93.77
Total Change Orders to Date: 3
Contract Amount Before This Change: $1,587,753.27
Total Change in Contract Period: 30 Calendar Days
The sum of $37,440.50 is hereby added to the Contract price, and the total adjusted Contract price to date thereby
$1,625,193.77. The time provided for completion in the Contract will change. This document shall become an
imendment to the Contract and all provisions of the Contract will apply thereto.
Recommended by
Consultant Date
Recommended b, ~-~-'~"'~'~ ~ ~'""-~' 'J'ZSl~'
.B~r~eetor/Capital Projects Manager Date
Recommended for Budgetary Purposes:
Finance Support Services Director Date
Approved by
City Manager Date
Accepted by
Contractor Date
Williams Island Boulevard
Change Order #4 Cost Breakdown
1. Right turn lane at the intersection of NE 31st and NE 183rd
2. Additional sidewalk and repair along lake at both the east and west
ends.
3. Additional metal pedestrian railing required adjacent to lake due to
the additional sidewalk placement.
4. Increase in fee amount required by FPL ($12,937 Fee minus
$6500 already included in the contract)
$20,031.00
$ 4,950.0O
$ 6,022.50
$ 6,437.00
TOTAL $37,440.50
m. vila & associates, inc.
general engineering contractors
12097 N.W. 98 Avenue · Hialeoh Gardens, Florida 33018 · Telephone: (305) 821-1226 ·
Fax: (305)826-0004
December 9, 1998
TO:
FROM:
RE:
CITY OF AVENTURA
Attention: Antonio Tomei, CPM
Martin Vila /t~( l,,1
Williams Island Boulevard Paving & Beautification Improvements
Price For Turn Lane - Change Order
As per your request, we are submitting the price to construct the Turn Lane on the east
side of the project
Please note that the new electrical work will have to be relocated, as well as the newly
planted trees and landscaping on this area.
The total price for this work is,$20,031:00.
A breakdown of items is being attached for your review and consideration.
Please comact our office if you should need additional information on this quote
Thank You.
Project name
Labor rate table
Equipment rate table
Audit
Ropor~ format
Williams C04
M VlLA & ASSOCIATES INC
lO00. O00 General Conditions
Takeoff Qty
Standard Estimate Report
Williams C04
Page 2
12/09/98 2:13 PM
Unit Cost Amount Unit Cost
Amount Amount Name gnitCost Amount Amount UnitCost Amount
General Conditions
20 O0 Labor hours
2050.000 Demolition
20B0.300Site Demolition
dm16 Demo Concrete Sidewalks
203
0 191/sf 168
067 /if 121
288
0 740
219
90
309
0 0
043
0 679/sf 594
2 002/If 360
955
Demolition
Clearing & Grubbing
288
0 309
2500
2,$00
358
955
Clearing & Grubbing
25t0.000 Concrete Sidewalk & Curbs
251o.100 Sidewalks
co01 Preparation For Sidewalks 87500 sf
co04 Sidewatk 4',in square feet 87500 sf
Sidewalks
980 Labor hours
560 Equipment hours
2510,200 Concrete Curbs
coll Preparation for curbs 20000 ff
co20 Curb & Gutter 200 O0If
ConcreIe Curbs
$000 Labor hours
114
0 2,500
2,500
M VILA & ASSOCIATES INC Standard Estimate Report Page 3
Williams C04 12/09/98 2:13 PM
UnitCost Amount UnitCost Amount Amount Name UnitCost Amount Amount UnitC°st
Total J
Amount
Concrete Sidewalk & Curbs
2512.000 Limerock Base
2212.050 Subgrade
L02 12"Subgrade Stabilization 177778 sy
Adding 6' of Lirnemck
Subgrade
228 0 2,769 236 0
359
3,293
2513.000 AsphaB Paving
25t3,200 Asphalt Paving
ap01 Asphalt Primal 177 778 sy
ap05 Asphalt I 1/2' 177778 sy
814 711 0 1,251 0
2,775
Asphalt Paving
2900.000 Landscaping
2900.100 LandscapeL~mpSum
v15 Landscape Lump Sum
L~ndscapeLumpSum
0 0 2,344 0 0
2,344
Landscaping
16000.000 Site Elect~c
16001.000 Site Electric
eOB Lump Sum Electric I 00 LS
Site Electric
2,400
2,400
Site Electric 0 0 2,400 0 0 2,400
M VlLA & ASSOCIATES INC Standard Estimate Report Page 4
Williams C04 12/09/98 2:13 PM
Estimate Totals
Labor 1 533
Material 7/I
Subcontract 12 472
Equipment 1 845
20,031
12-21-1998 12:~D{DP~4 F-ROM [.1 VILA
m. vila & associates, inc.
general engineering contractors
12097 N.W. 98Avenue · Hialeah Gardens, Florida 33018 · Telephone: (:~05) 821-1226 · Fax: (305) 826-0004
December 21, 1998
TO:
FROM:
RE:
CITY OF AVENTURA
Attention: Anton.ip. Tomei~ CPM
Martin Vila /~
Williams Idand Boulevard Paving & Beautification Improvements
Repairs to sink hole next to bulkhead
As pcz your request, we are hereby SUbmitting proposal to repair the existing sink hole
next to the existing bulkhead, as follows:
a) To place and compact cement rip-rap to fill the cavities next to thc bulkhead
b) To remove approximately 440 S.E of broken sidewalks
c) To hand- grade and compact the area
d) To pour approximately440 S.F of new4" sidewalk
The total price for this work is. ~1~50.00.
Please be advised that all the abOVe described work will have to be done manually, shace
there is no access for equipment in ti'ds area.
Thank You.
m. vila & associates, inc.
general engineering contractors
1Z097 N.W. 98 Avenue · Hialeah Gardens, Flor/d= 33018 · Telephone: (J05~ 821-1226 · Fax: 130S) 826-0004
December ]8, 1998
TO:
FROM:
CITY OF AVENTURA
Attention: Antonio Tomei, C. PM
Martin V.a ~/~ y.
Williama Island Boulevard Paving & Beautification Improvements
Metal Pedestrian Rail
The item for Metal Pedestri~n Rai) on the contract calls for 1,010 L.F.
]{f the entire bulkhead needs pedestrian railing, then, 73 L.F. over the original
contract quantity will have to be added.
The contraCt reflects a Cost of $82.50 per linear foot of railing. Please let us know if
you intend to use on..q.~iv the quantity showing on the COntract or if you want to
incr~e it.
Please acknowledge receipt of this transmittal and advise us accordingly.
Thank You.
01/13/99 14:11 F~[ $61 338 004~ DAVC0 ELECTRICAL ~0!
ELECTRICAL
January 13, 1998
Mr. Tony Tomei, Project Manager
City of Aventura
2999 N E 191st Street Suite 500
Aventura, FL, 33180
SENT VIA FACSIMILE 305-466-8919 HA~D COPY NOT TO FOLLOW
WILLIAMS ISLAND BOULEVARD OUTSTANDING C/4ANGE ORDERS
Page 2 attached io A1 Catullo signing a sheet of paper during the
Dre construction meeting advising Dav¢o to purchase and provide
additional fixtures for the job.
Page 3 is the change order request for the fixtures based on the
contract pricing.
Page 4 is the letter from FPL advising me in fact they did state
$$,000. as the fee which Dlease note can be verified by Lillian
Reye8 from FPL. She was advised of the same amount. Also please
note Mr. Broch did have all the information according to Bailey
Engineering.
Page 5 is the letter from FPL show*ng ghe ~ee of
Page 6 is my letter to Martin Vila advisino him of the chan~e and
the amount of the change order which is $10,035. This is based
on a ne~ increased $.~-9~%~-~9G with 10% profit multiplier and
divided by 87% to obtain a true 13% over head.
//~~for your time and attontion to this matter.
mpe t ul)y· .
Dav~ec~rical Contractors Cor~
_/9~03ave~.tony
CopF to: M Vila & Associates, Martin Vila
Boca llaton: (561) 3384847 ' Brow~d: (954) 42fi4232 * Palm l~mch: (561) ?~4-5746 · Fa~: (561) 338-0049
108 N.W. 3rd Street * Boca Raton, Florida 33432-3825
RESOLUTION NO. 99-
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED CHANGE
ORDER FOR BID NO. 98-4-24-2, WILLIAMS ISLAND
BOULEVARD IMPROVEMENTS, BY AND BETWEEN THE
CITY AND M. VlLA & ASSOCIATES, INC.; AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY
TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND
PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized to execute and otherwise
enter into the Change Order for Bid No. 98-4-24-2, Williams Island Boulevard
Improvements, by and between the City and M. Vila & Associates, Inc., attached hereto
and incorporated herein as specifically as if set forth at length herein. Said Change
Order amount is $37,440.50.
Section 2. The City Manager is hereby authorized to do all things necessary
to carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its
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 Arthur Berger
Commissioner Jay R. Beskin
Resolution No.
Page 2
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
PASSED AND ADOPTED this 2°d day of February, 1999.
ATTEST:
ARTHURI. SNYDER, MAYOR
TERESA M. SMITH, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
EMS/tms
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
City Commission..,~"./.
Eric M. Soroka, Cityf,,,~,)~,.
January 29, 1999
TCI TKR of South Florida, Inc, Cable Television Franchise Agreement
Ist Reading February 2, 1999 City Commission Meeting Agenda Item
2nd Reading March 2, 1999 City Commission Meeting Agenda Item
RECOMMENDATION
It is recommended that the City Commission authorize the execution of the attached
Cable Television Franchise Agreement with TCI TKR of South Florida, Inc. The
Agreement is similar to the one entered into with the two other cable companies serving
the City.
BACKGROUND
As you are aware, the City and TCI have been negotiating the terms of the subject
agreement for some time. In short, we were very dedicated to obtaining the best
possible Agreement on behalf of the residents of the City that guarantees service and
performance standards and conforms to Agreements previously entered into with other
companies. Our Telecommunications Legal Advisors, Leibowitz and Associates, P.A.
and myself negotiated the Franchise Agreement.
The following represents the major points of the Franchise Agreement:
Term - Ten years. It may be extended up to fifteen years provided
'Franchisee meets required technological improvements to the system and
upgrades or rebuilds the system to maintain state-of-the-art capabilities.
Insurance - Establishes requirements in accordance with the City's Cable
Ordinance.
Construction Bond - Establishes a $50,000 bond to insure that any
damage to publiC property is repaired.
Uses of City Streets - Establishes requirements and standards.
Minimum System Facilities and Technical Standards - The minimum
system facilities, services and technical standards are established and
outlined in the Agreement.
Government Cable Services - In lieu of live or taped cablecasting of
Commission Meetings, the City will receive a financial grant in the amount
equivalent to the cost incurred by TCI calculated on a prorata per
subscriber basis.
School Commitments - Public and private schools serving grades
kindergarten through 12 in the City will be provided free cable service,
internet access and educational program listings. Training programs will
also be held free of charge to educate teachers about online and cable
services.
Access Channels - Up to two access channels will be provided to the
City installed and linked to the new Government Center for the following
purposes:
Cablecasting Commission Meetings.
Educational Purposes.
Government purposes (i.e., special events, City information, and
programming).
Access Facilities~ Equipment and Support - Franchisee will provide the
following:
Funds to pumhase equipment to permit both live and delayed
cablecast of all City Commission Meetings (estimated at $40,000).
State-of-the-art character generator to permit transmission of public
service messages from the Government Center to all subscribers.
Training for City personnel to operate the equipment.
Franchisee will cablecast live 12 municipal or civic events per year
that are no longer than four hours in duration.
Provide the City with a videocassette of every event and
Commission Meetings.
Provide advertising time for City sponsored events on cable
channels with a value of no less than $10,000 per year.
Provide studio facilities, if available, for use by the City and schools
for government and access channel programming.
2
10.
Franchise Fee - Franchisee shall pay to the City a franchise fee of 5% of
gross revenues. In the event federal law changes to an amount greater
than 5%, the City may request Franchisee to pay the higher amount. The
franchise fees may be audited by the City.
11.
Financial Records and Facilities - Establishes the right of the City to
inspect Franchisee's financial records and facilities to determine
compliance with the Agreement.
12.
Customer Service Requirements - Requires Franchisee to comply with
each of the Customer Service Requirements set forth in the City's Cable
Television Ordinance.
13.
Transfer and Removal of Franchise - Provides for the procedures to
transfer or renew the Franchise Agreement.
14.
Rates - Franchisee must provide at least 30 days prior notice to
subscribers and the City to increase rates for basic cable services.
Franchisee shall at all times charge nondiscriminatory rates throughout
the City and will not engage in predatory pricing or any anti-competitive
business practices.
15.
Security Fund - Franchisee shall provide a letter of credit, bond or a
security fund to cure defaults and pay any liquidated damages.
16.
Enforcement Remedies - Provides specific requirements in terms of
liquidated damages for failure to comply with the terms of the Franchise
Agreement.
17.
Area Wide - Interconnection - The City maintains the right to request
Franchisee to interconnect with any or all other cable systems in the City
to permit interactive transmission and reception of program material.
I would like to take this opportunity to thank Ila L. Feld, of Liebowitz and Associates,
P.A., for her and the firm's guidance and assistance in this process. In addition, the
representatives from TCI should be recognized for their cooperation in the finalization of
this Agreement.
If you have any questions, please feel free to contact me.
EMS/aca
Attachment
CC0709-99
3
ORDINANCE NO. ~
AN ORDINANCE OF THE CITY OF AVENTURA,
FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE THE ATTACHED CABLE FRANCHISE
AGREEMENT BY AND BETWEEN THE CITY AND TCI
TKR OF SOUTH FLORIDA. INC.) AUTHORIZING THE
CITY MANAGER TO DO ALL THINGS NECESSARY TO
CARRY OUT THE AIMS OF THIS ORDINANCE; AND
PROVIDING AN EFFECTIVE DATE.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AS FOLLOWS:
Section 1. The City Manager is hereby authorized to execute the attached
Cable Franchise Agreement (the "Agreement) by and between the City and TCI TKR of
Inc. and to do all things necessary to carry out the aims of this
South Florida,
Ordinance.
Section 2~
Section 3.
This Agreement is hereby granted and approved.
Effective Date. This Ordinance shall take effect and be in force
immediately upon its passage and adoption on second reading.
The foregoing Ordinance was offered by , who moved its adoption
on first reading. This motion was seconded by and upon being
put to a vote, the vote was as follows:
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
Ordinance No. 98-__
Page 2
The foregoing Ordinance was offered by
who moved its adoption on second reading. This motion was seconded by
, and upon being put to a vote, the vote was as follows:
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harrry Holzberg
M/ayor Arthur I. Snyder
PASSED AND ADOPTED on first reading this 2nd day of February, 1999.
PASSED AND ADOPTED on second reading this __ day of March, 1999.
ATTEST:
ARTHURI. SNYDER, MAYOR
TERESA M. SMITH, CMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
CABLE TELEVISION FRANCHISE AGREEMENT BETWEEN
THE CITY OF AVENTURA, FLORIDA AND TCI TKR OF
SOUTH FLORIDA, INC. (TCI-SF)
A FILANCHISE AGREEMENT ENTERED ff, TTO BETWEEN THE
CITY OF AVENTURA, FLORIDA, AND TCI TKR OF SOUTH
FLORIDA, 1NC. (TCI-SF), PURSUANT TO THE CITY OF
AVENTURA, FLORIDA CABLE TELEVISION ORDINANCE NO.
97-20 AS AMENDED BY ORDINANCE NO. 98-11 AND
GRANTING A FRANCHISE TO OWN, OPERATE AND
MAINTAIN A CABLE TELEVISION SYSTEM IN THE CITY OF
AVENTURA, FLORIDA, AND SETTING FORTH CONDITIONS
ACCOMPANYING THE GRANT OF SUCH FRANCHISE AND
PROVIDING FOR REGULATION AND USE OF SUCH SYSTEM.
THIS AGREEMENT, effective this day of February, 1999, is by and between the
CITY OF AVENTURA ("the City") and TCI TKR of South Florida, Inc., a Delaware Corporation
("TCI-SF").
WHEREAS, pursuant to the Communications Act of 1934, as amended, 47 U.S.C. §§521
et seq., the City may grant or renexv a franchise to construct, operate and maintain a cable television
system; and
WHEREAS, on September 2, 1997, the City Council of Aventura, Florida ("Council"),
adopted Ordinance No. 97-20 as amended by Ordinance No. 98-11, providing for the issuance and
regulation of cable television franchises for, and the installation, construction and operation of, cable
television systems within the City; and
WHEREAS, TCI-SF desires to obtain a franchise to construct, install, maintain, and operate
a cable system in the City, and has applied to the City for the grant of such franchise; and
WHEREAS, the construction, installation, maintenance, and operation of such a system
involves the use and occupation of the Streets of the City, over which the City exercises
governmental control; and
WHEREAS, t'ae.CoUncil _has ex?alUated TC~-SF's application in light of the requirements of
Federal and State law and the Ordinance, and has conducted public hearings concerning TCI-SF's
request and application; and
WHEREAS, the Council has relied on TCI-SF's representations both oral and written and has
considered all information presented to it by TCI-SF, the City Manager, the City's consultants, and
the public; and
WHEREAS, based on said representations and information, the Council has determined that
a grant of a nonexclusive franchise to TCI-SF to construct, install, maintain and operate a cable
television system in the City, subject to the terms and conditions set forth herein and in the
Ordinance, is consistent with the public interest; and
WHEREAS, the Council determined to grant TCI-SF a non-exclusive franchise to own,
construct and operate a cable television system within the City, subject to the terms and conditions
of the Ordinance and subject also to the City and TCI-SF entering into a franchise agreement; and
WHEREAS, the City and TCI-SF have reached agreement on the terms and conditions of
such a franchise agreement.
NOW, THEREFORE, in consideration of the City's grant of TCI-SF's franchise to own,
construct, install, maintain and operate a cable system within the City, and to use and occupy the
Streets of the City for that purpose, and in consideration of TCI-SF's promise to provide cable
service to residents of the City pursuant to the Ordinance and under the terms and conditions set
forth herein, and in consideration of the promises and undertakings herein, and other good and
valuable consideration, the receipt and the adequacy of which is hereby acknowledged, the franchise
is hereby granted and
· -. THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS:
Section 1. Definitions.
Except as otherwise provided herein, the definitions in Section 3 of Ordinance No.
97-20 as amended by Ordinance No. 98-11 of the City of Aventura, Florida, shall govern this
Franchise Agreement. In addition, the following definitions shall apply:
A. Ordinance shall mean Ordinance No. 97-20 as amended by Ordinance No. 98-11 of
the City of Aventura, Florida and as said Ordinance may hereinafter be amended.
B. Franchisee or TCI-SF shall mean TCI TKR of South Florida, Inc., a Delaware
corporation, and its lawful and permitted successors, assigns and transferees pursuant to Sections
29 and 30 of this Agreement and Ordinance No. 97-20 as amended by Ordinance No. 98-11 of the
City of Aventura, Florida.
C. Franchise Area shall mean the entire area within the legal boundaries of the City, and
such other areas as may hereinafter be am~exed or incorporated by the City during the term of the
franchise.
D. Notice to the cable operator shall be deemed effective upon receipt. Notice to the
City shall be effective upon receipt by the City Manager.
E. Gross Revenues on which franchise fee payments to the City are calculated shall be
defined as provided for in Section 3(T) of Ordinance No. 97-20 as amended by Ordinance No. 98-11.
Section 2. Grant of Franchise.
A. Subject to the terms of this Franchise Agreement and Ordinance No. 97-20 as
amended by Ordinance No. 98-11, the City hereby grants Franchisee a franchise for the right and
C,X225~1999\Aventura%Agreements~TCI Franchise0128wpd 3
privilege to own, construct, install, maintain and operate a cable television system within the
Franchise Area.
B. The cable system herein franchised shall be used and operated only for the purposes
of providing cable television services unless and until franchisee obtains written authorization from
the City Manager to provide other services, including but not limited to, telephony and non-cable
video services, unless the City is otherwise prohibited by applicable law from the exercise of such
authority.
C. Franchisee agrees that in no event shall it incorporate the length of time for which a
franchise is granted by the City as a term or condition within any contract or other agreement to
provide cable service to a subscriber(s) other than the City. Failure to comply with this Subsection
shall be considered a material breach of this agreement.
Section 3. Term of Franchise.
This franchise shall be for a period of ten (10) years unless otherwise sooner terminated or
otherwise extended in accordance with the terms of this Franchise Agreement. The franchise shall
commence upon the date that Franchisee provides the City with the written acceptance required by
Section,36 hereof, which must occur within thirty (30) calendar days from the date of the Council
resolution approving the grant of the franchise. This Franchise Agreement is subject to all other
requirements and conditions set forth in this Franchise Agreement and in Ordinance No. 97-20 as
amended by Ordinance No. 98-11 of the City for a grant of a franchise to become effective, except
to the extent such requirements are modified or waived as expressly set forth herein.
Section 4. Non-Exclusive Franchise.
The Franchisee's right to use and occupy the Streets shall be non-exclusive, and the City
reserves the right to grant a similar or other use of said Streets, or any portions thereof, to any person,
including the City, at any time during the term of this Franchise Agreement.
Section 5. Franchise Subiect to Communications Ach State Law and Ordinance.
A. This Franchise Agreement is subject to and shall be governed by alt terms, conditions
and provisions of the Communications Act, any amendments thereto, and any other applicable
provision of Federal, State or local law, existing or hereafter adopted.
B. This Franchise Agreement is subject to and shall be governed by all terms, conditions
and provisions of Ordinance No. 97-20 as amended by Ordinance No. 98-11 of the City in effect as
of the date of the resolution granting this franchise, in addition to the terms, conditions and
provisions set forth in this Franchise Agreement.
Section 6. Franchisee Subiect To Other Laws~ Police Power.
A. The Franchisee is subject to and agrees to comply with all applicable local, city, State
and Federal laws, ordinances, rules, regulations and orders.
B. The Franchisee shall at all times be subject to all lawful exemise of the police power
of the City, and this Agreement is not intended to limit the City's exercise of such power in any way.
Section 7. Reservation of Rights.
A. It is explicitly understood that this Franchise Agreement shall be construed in
accordance with the laws of the State of Florida and Federal law, including, but not limited to, the
rules and regulations promulgated by the Federal Communications Commission.
B. The City reserves the right to acquire, purchase, own and/or operate a cable system
to the extent permitted by local, state and federal law.
Section 8. Insurance.
A. Franchisee shall obtai{i and maintain insurance or.the types and minimum amounts
required in Section 11 of Ordinance No. 97-20 as amended by Ordinance No. 98-11 in such a manner
as to comply with each and every requirement of that Section.
B. The Franchisee shall provide proof to the City Manager of compliance with this
Section no later than sixty (60) days from the date of the Council resolution approving the grant of
the franchise. Failure to provide the City Manager with proof of insurance within the prescribed time
period will render this Franchise Agreement and the grant of the franchise null and void without
further action by the City.
Section 9. Indemnification of the City.
Pursuant to Section 11 of Ordinance No. 97-20 as amended by Ordinance No. 98-11,
Franchisee shall, at its sole cost and expense, indemnify, hold harmless, and defend the City, its
officials, boards, commissions, commissioners, agents, and employees, against any and all claims,
suits, causes of action, proceedings, judgments for damages or equitable relief, and costs and
expenses arising out of the construction, maintenance or operation of its cable system, the conduct
of Franchisee's business in the City, or in any way arising out of the Franchisee's enjoyment or
exercise of a franchise granted hereunder, regardless of whether the act or omission complained of
is authorized, allowed or prohibited by this Ordinance or a franchise agreement, provided, however,
that Franchisee's obligation hereunder shall not extend to any claims caused by the misconduct or
sole gross negligence of the City, its officials, boards, commissioners, agents or employees. This
provision includes, but is not limited to, the City's reasonable attorneys' fees incurred in defending
against any such claim, suit or proceedings; and claims arising out of copyright infringements or a
C:\225~1999~Aventura~AgreemenEs~TCI Franchise.o128.~pd 6
failure by the Franchisee t? secure consents from the owners, authorized distributors, or providers
of progran~s to be delivere_d by the cable System, claims arising out of Section 638 of the
Communications Act, 47 U.S.C. 558, and claims against the Franchisee for invasion of the right of
privacy, defamation of any person, firm or corporation, or the violation or infringement of any
copyright, trade mark, trade name, service mark or patent, or of any other right of any person, firm
or corporation. In addition, this provision is applicable to any and all claims filed by third parties
in any manner related to or arising under Section 11 of Ordinance No. 97-20 as amended by
Ordinance No. 98~11 of the City. Notwithstanding the foregoing, Franchisee may select counsel to
represent the City. City agrees to notify Franchisee, in writing, within ten (10) days of City receiving
notice, of any issue it determines may require indemnification. Nothing in this section shall prohibit
the City from participating in the defense of any litigation by its own counsel and at its own cost if
in the City% reasonable belief there exists or may exist a conflict, potential conflict or appearance
of a conflict.
Nothing in the provision shall be construed to affect in any way the City's rights, privileges,
and immunities as set forth in Section 768.28, Florida Statutes.
Section 10. Construction Bond.
Pursuant to Section 13 of Ordinance No. 97-20 as amended by Ordinance No. 98-11, at the
City Manager's request, prior to any cable system construction, upgrade, rebuild or other significant
work in the streets, Franchisee shall furnish a construction bond in favor of the City in the amount
of Fifty Thousand Dollars ($50,000.00). If such construction bond is not furnished to the City ten
(10) days prior to the start of any such construction, construction shall be delayed until such time as
the construction bond is provided in a form acceptable to the City Manager. The construction bond
must be approved by the City Manager or his/her designee, which approval shall not be unreasonably
withheld. The construction bond shall be maintained until said construction work hereof is
completed and for a period not to exceed six (6) months thereafter. Franchisee shall notify the City
Manager in writing when it believes the construction has been completed.
Section 11. [Jse of Streets.
A. Franchisee agrees at all times to comply with and abide by all applicable provisions
of the City Code.
B. All of Franchisee's cable system distribution facilities shall be installed and
maintained underground to the extent required by Section 21 (I) of Ordinance No. 97-20 as amended
by Ordinance No. 98-11.
C. Franchisee shall utilize, with the owner's permission, existing conduits, poles, or other
facilities whenever feasible. The Franchisee has the duty and the responsibility to obtain or establish
the existence of an easement or dedication fbr its use. Copies of agreements for use of conduits or
other facilities shall be filed with the City, pursuant to Section 21(E) of Ordinance No. 97-20 as
amended by Ordinance No. 98-11.
,D. All of Franchisee's transmission lines, equipment, structures and other facilities shall
be installed, located and maintained so as to cause minimum interference with the rights and
convenience of property owners. The City may issue such roles and regulations concerning the
installation and maintenance of a cable system installed in, on, or over public Streets, as may be
consistent with the Ordinance.
E. All safety practices required by applicable federal, state or local law or accepted
industry practices and standards shall be used during construction, maintenance and repair of the
C:~225\]999XAven~ura~A~reeme~Es\TCI Franchise. O128wpd 8
cable system.
F. As required by the City, and upon receipt of written notice from the City, Franchisee
shall remove, relocate, replace or modify at its own expense (except as otherwise required by law)
its facilities within any public Street for the reasons set forth in Section 21(B) of Ordinance No. 97-
20 as amended by Ordinance No. 98-11.
G. Franchisee shall obtain any required permits and pay any required fees before
commencing any construction on or otherwise disturbing any private property or public Streets as
a result of its construction or operations. Franchisee shall, at its own expense, restore such property
pursuant to the requirement of Ordinance No. 97-20 as amended by Ordinance No. 98-I 1. If such
restoration is not performed in a reasonable and satisfactory manner within thirty (30) calendar days,
the City may, after prior written notice to Franchisee, cause the repairs to be made at Franchisee's
expense pursuant to Section 21(A) of Ordinance No. 97-20 as amended by Ordinance No. 98-11.
H. If the City is required to perform emergency Street work requiring relocation of
Franchisee's facilities in the Streets, then Franchisee shall reimburse the City for its reasonable costs
associated with such relocation.
I. Franchisee shall not place facilities, equipment or fixtures where they will
unreasonably interfere with any other companies lawfully using the public rights-of-way serving the
residents of the City. All such facilities, equipment or fixtures placed in any public Street or public
right-of-way shall, to the best of the Franchisee's ability, be placed close to the line of the lot abutting
on the public Street, in a manner so as not to interfere with use of the public Street.
Section 12. Minimum System Facilities and Services.
A. Pursuant to Section 14 of Ordinance No. 97-20 as amended by Ordinance No. 98-11,
Franchisee's cable system shall, at a minimum, (1) be able to pass fi?quencies of at least 750 MHZ;
(2) have a minimum channel capacity of at least seve~nty-eight .(78) video channels; (3) have at least
two (2) activated downstream video channels; (4) have two-way interactive capability; and (5)
upstream video channel capacity to the headend from the locations specified heroin, and in the
amount necessary to satisfy, the access channel requirements set forth in Section 16 hereof.
B. Franchisee further agrees to provide cable service, without charge, to the City
buildings as set forth in Exhibit A to this Franchise Agreement, and to all buildings of the City that
may be constructed or opened within the City or annexed areas during the term of this Franchise
Agreement within sixty (60) days of receipt of a request from the City Manager or his designee.
Where Franchisee's plant is the closest franchised cable operator to a specified facility, such service
shall include the basic cable service tier and all programming offered on the cable programming
service tier including any additional programming added to those two levels of service, to the extent
a separate charge is not associated with such additional programming.
C. School Commitments.
At such time as any public or private school serving any grades K-12 (as required in
Title I of the Elementary and Secondary Education Act of 1965, 20 U.S.C. § 421 et seq., as amended)
is to be constructed within the territorial boundary of the City, Franchisee hereby agrees to provide,
at minimum, the products and services described in Section 12(C)(1-7) herein. Where Franchisee
receives prior notice of the construction, Franchisee shall cooperate with the builder to install all
cable related facilities during construction so as to allow for activation of cable services
simultaneous with occupancy of the building. Notwithstanding anything to the contrary, where
Franchisee's plant is the closest plant to the school site, Franchisee shall comply with the
C;~225X1999~Aventura~Agreement$\TCI Franchise012~wpd 1 0
requirements of Section l 2(C)(1-7) herein xvithin sixty (60)~ days of receiving a request from the City
Manager or his designee. . - .
1. Franchisee shall, at a minimum, provide a service connection at one outlet in
all public and private schools grades K-12 (as defined in Title I of the Elementary and Secondary
Education Act of 1965, 20 U.S.C. § 421a et seq., as amended), where Franchisee's plant is the
closest franchised cable operator to a specified school. Such connections will be made free of charge
and as promptly as possible to all unserved schools requesting such a connection. Upon request,
Franchisee will provide, at Cost, such a service connection to any other unserved K-12 public and
private (as defined in Title I of the Elementary and Secondary Education Act of 1965, 20 U.S.C. §
421a et seq., as amended) school located within the City. If any internal wiring installation is
requested to serve additional outlets in any school, it will be provided at Cost; provided, however,
that such internal wiring will be provided without charge if Franchisee is able to coordinate with
other comparable electrical wiring installation in cases of new construction or substantial
rehabilitation of existing schools in the City.
2. Any public or private school connected pursuant to subparagraphs 1 or 2 may
elect to install its own internal wiring (provided such ~viring meets required technical specifications)
and to bear the cost thereof. Free BST and free CPST service will be provided to each outlet in all
connected public and private schools.
3. Franchisee will provide free educational program listings equal to the number
of outlets to each connected school. Additional copies of such program listings will be provided,
if requested by a school. Such educational program listing will identify and describe programming
on Franchisee's system that is appropriate for use in the classroom and will provide suggested
curriculum support ideas.
4. Franchisee will provide to each connected school materials for teachers that
explain the educational applications of Franchisee's broadband cable systems and services. The
materials will be provided to all connected schools. Additional copies of such materials will be
provided, upon request.
5. Within twelve months after Franchisee or any parent, affiliate or subsidiary
makes an on-line service providing Internet access for personal computers commercially available
on the system serving the City or the system serving the City of Ft. La~&~,a4~, Franchisee will, upon
request by the City Manager, provide schools within the City with at minimum one free connection
to such on-line service. At a minimum, such on-line service will provide access to the Intemet.
Upon request, each connected public or private (K-12) school will receive at minimum one free cable
modem per outlet and have free unlimited access to cable modem service, including but not limited
to Intemet access, during the school year. Additional cable modems and operational support and
services (for example, assisting connected schools in setting up and maintaining reliable Internet
connections), will be provided to connected schools, at cost upon request. In addition, no less than
once per year Franchisee will conduct or sponsor a training program in the Dade and Broward
County area to educate teachers about its on-line service and to provide connected schools with an
opportunity for hands-on training.
6. Upon request, one municipal building will receive at minimum one free
connection to on-line service when it becomes commercially available. At a minimum, such on-line
service will provide access to the Internet. Upon request, the designated municipal building will
receive one free cable modem per outlet, unlimited access to cable modem service and free unlimited
access to the Internet. Additional cable modems and operational support and services will be
provided to municipal buildings at a reasonable price. -
7. Franchisee agrees not to seek to recover the cost for these connections as
external or other costs.
8. Nothing herein shall preclude Franchisee from providing benefits to schools
which exceed those provided herein.
D. All video signals received for transmission that contain closed circuit captioning
information for the hearing impaired shall in turn contain such information in the form received
xvhen transmitted by the cable operator to the subscribers of the system.
E. Franchisee's system shall be capable of transmitting, and shall transmit, to subscribers
any stereo signals and any other form of advanced television signals received and carried by the
system in the form received.
F. Franchisee shall take affirmative, economically feasible steps to ensure maximum
availability of the services and facilities of the system, including without limitation all access
channel services and facilities, to handicapped persons, including hearing impaired persons.
Franchisee shall comply fully with all applicable laws concerning handicapped or disabled persons,
and shall indemnify and hold the City harmless from any suit, claim, or demand against it for
violation of such la~vs that arises from Franchisee's provision, or failure to provide, services in
conformity with such laws.
G. In lieu of being responsible for wiring each and every floor and installing all facilities
necessary for live cablecasting from the new City complex, Franchisee agrees to provide the City
with a tinancial grant equivalent to the cost incnrred by the franchisee responsible for the aforestated
wiring and installation, calculated on a pro-rata subscriber basis.
-.. H: Upon the request of the City Manager, if technologically and economically feasible,
the Franchisee shall lease, on the same terms and conditions as provided to any other franchising
authority in Dade or Broward Counties, but in no event in an mount greater than the actual cost
basis to the Franchisee, such up and downstream capacity on the cable system as may be required
to allow the City to collect data from subscribers for purposes not competitive with services offered
by Franchisee, including, but not limited to, reading water meters, to the extent such capability is
available. The Franchisee shall allow the City to co-locate necessary equipment with the cable
system and to interconnect such equipment into the cable system, at the City's cost, provided said
equipment does not interfere with the cable system's technical integrity.
Section 13. Technological Improvements to System.
A. The Franchisee and the City recognize that the technology of cable systems and the
services available are advancing at a rapid rate. Thus, Franchisee hereby agrees to provide the City
and its subscribers, during the term of this agreement, with at minimum, comparable technology,
products, services, and benefits which are provided by the Franchisee to any other community in
Dade or Broward Counties, no later than six (6) months after such product or service is offered to
subscribers in another community in Dade or Broward Counties.
B. Upon request of the City, after the fifth anniversary but, prior to the seventh annual
anniversary of the franchise herein granted, the Franchisee shall, report in writing to the City
Manager, in a form satisfactory to the City Manager, on technological advances and the availability
of new and enhanced services for cable systems. The report shall state what plans, if any, the
franchisee has for the upgrade or rebuilding of its cable system to the State-of-the-Art. The report
C,~225~1999\Aven~ura\A~raements\TCI Franchise.0128wpd ~ ~
shall also contain an analysis of the impact of updating the cable system to include new advances
upon the franchisee's technical plant, customer service, subscriber rates, and the Franchisee's
financial capabilities. To the extent known by Franchisee, the franchisee shall also provide the City
Manager with a comparison of the services, facilities and technologies utilized by Franchisee or any
parent, affiliate or subsidiary of Franchisee and upon request, a list of City selected jurisdictions up
to a maximum of ten (10), with an explanation of the services, facilities and technologies utilized
in those jurisdictions and an assessment of the costs associated with implementing the new
technologies in the City.
C. In the event that Franckisee, pursuant to section B above, provides to the City and the
City accepts a plan to activate an upgrade or rebuild of the system to State-of-the-Art no later than
the ninth anniversary of the date hereof, Franchisee and the City hereby agree to extend the term of
this franchise from ten (10) years to fifteen (15) years from the effective date hereof.
Section 14. Technical Standards.
Franchisee shall maintain and operate its cable system, at a minimum, in full compliance with
FCC regulations and Ordinance No. 97-20 as amended by Ordinance No. 98-11. Franchisee shall
further comply with each of the following requirements:
A. All antennas, supporting structures, and outside plant used in operating and
maintaining Franchisee's cable system within the City shall comply with all generally accepted
industry standards and ail applicable federal, state, county, City and/or utility laws, ordinances, rules,
regulations and applicable lease agreements relating to tower structures and outside plant.
B. All construction, installation and maintenance of Franchisee's cable system shall
comply with the National Electrical Safety Code, the National Electrical Code, all applicable state
and local laws and regulations, and accepted industry practices.
C. Franchisee's cable system shall, at a minimum, meet or exceed all technical and signal
quality standards of the FCC and the National Cable Television Association, including such
standards as hereinafter may be adopted or promulgated.
Section 15. Proof of Performance Tests.
Franchisee shall perform, at its expense, the proof of performance tests as required by Section
15 of Ordinance No. 97-20 as amended by Ordinance No. 98-11 to demonstrate compliance with the
requirements of that Section, this Franchise Agreement, FCC standards, and the standards of Good
Engineering Practices for Measurements on Cable Systems, published by the National Cable
Television Association. Upon written request, Franchisee will provide proof of performance test
results within thirty (30) days to the City Manager.
Section 16. Access Channels and Facilities.
A. Access Channel Capacity. No later than twelve (12) months from the effective date
hereof, Franchisee shall provide to the City, at least one (1) and a maximum of two (2) activated
downstream access channels and at least one (1) and a maximum of two (2) activated upstream
channels on the system which the City may elect to use, in whole or in part, for video and audio
services solely for educational and/or governmental access use at the City's discretion on the
following terms and conditions:
1. Upon written request of the City Manager, Franchisee agrees that it will
cablecast all taped City Council meetings, or, subject to Section 12 (G) hereof, at the City
Manager's discretion, cablecast live on the cable system all City Council meetings and provide tapes
of such meetings to the City Manager, other cable operators or residential developments as requested
by the City at cost.
2. No later than twelve (12) months from the effective date hereof, Franchisee
shall provide one dedicated access channel. The channel shall be activated from a location
designated by the City. If at any time the initial Channel is programmed during at least six (6) hours
per day with locally produced programming, Monday through Friday for four (4) consecutive weeks,
Franchisee shall, without charge, at the request of the City, provide the City with a second Access
Channel. Both parties agree the computer generated messaging shall not count toward the six (6)
hours per day programming test. In the event the programming on the first access channel falls
below the specified level for a period of eight consecutive weeks, then City agrees that Franchisee
shall have the right to deactivate the second access channel.
3. Franchisee's system shall be configured so that any programming delivered
to the system on any upstream channel required hereunder may be delivered downstream on the
system on any of the activated downstream access channels required or from such other access
facilities in North Dade or Southern Broward County as may be provided by Franchisee that are
technically and financially feasible.
4. The access channels to be provided to the City as set forth above may be
allocated by the City to any or all categories of access use (educational or governmental) at the sole
discretion of the City.
5. Franchisee shall make available all necessary headend and system electronic
and distribution equipment so that any progranuning transmitted upstream on any upstream channel
from any origination location designated by the City Manager pursuant to Section 16 hereof may be
transmitted downs[ream to all subscribers on any of the downstream access channels provided
pursuant to Section 16 hereof. The City Government Center will be linked to the headend by the
most technically feasible and cost effective means. Franchisee will make available the necessary
system electronic and distribution equipment to Franchisee's headend and distribution system to
make possible the live cablecasting of the programming from the City Government Center.
6. Franchisee agrees that all access channels will be provided to subscribers on
the system as a part of the lowest tier of basic service and that, if such information is supplied to
Franchisee or known by Franchisee pursuant to its responsibilities under Section 16 hereof,
Franchisee will publicize programming on the access channels as a part of any ordinary printed
program listings it provides which include program listings for the basic tier of service or will
include access channel programming listings in any monthly program guide sent to subscribers
which include program listings for the basic tier of service, provided that information concerning
access channel programming is provided to or becomes kno~vn to Franchisee within the time and in
a manner that other programmers are required to provide such information for inclusion in such
program listings or program guide.
B. Access Facilities, Equipment and Support.
1. Franchisee, at Franchisee's sole expense, shall use its best efforts to obtain
agreements from other cable Franchisees and shall provide all facilities, equipment, cabling and
trained personnel necessary to interconnect Franchisee's system with all other Franchise's systems
in the City so as to permit both live and delayed cablecast of all City Council meetings and other City
or public meetings, events and programs held at a location to be designated by the City, to all
subscribers in the City. The system electronic and distribution facilities and equipment and cabling
provided by Franchisee shall be State-of-the-Art and of sufficient quality and performance
C:\225X1999~Aventura~Agreemen~sXTCI Franchise0128.wpd ~ ~
specifications to enable all material cablecast on the access channels provided pursuant to this
Agreement to meet all video and audio signal quality standards adopted by the FCC when
transmitted dov~qstream to subscribers, including any such standards as may be adopted or amended
during the term of this Franchise Agreement and to provide comparable video and audio signal
quality to the programming provided generally by the Franchisee on the system when transmitted
down-stream to subscribers, it is understood that Franchisee shall be responsible for maintaining
all such equipment in good repair and operational condition, at Franchisee's expense.
Further, to the extent required to maintain State-of-the-Art production quality, the
City reserves the right to require Franchisee to replace all such facilities, equipment and cabling.
2. Franchisee shall provide, at its sole expense, training of authorized
representatives of the City to operate the production and transmission equipment in such a manner
so as to ensure that the quality of the cablecast would be the same as if an employee of the
Franchisee was fulfilling the duties.
3. In addition to the City council meetings, the City Manager may designate up
to a maximum of t~velve municipal or civic events ("Designated Municipal Event") per year that are
no longer than three hours each that Franchisee shall cablecast live from Franchisee's studio subject
to reasonable availability on the first access channel. When City Hall is built and has been wired and
equipped for cablecasting, the City Manager may designate up to a maximum of four (4) Designated
Municipal Events per year, no more than four hours each, that Franchisee shall cablecast live and
up to a maximum of eight Designated Municipal Events that Franchisee shall video tape and
provide the City Manager with a copy of such video tape so that the City may play such tape on a
designated access channel. The City Manager shall notify Franchisee in writing of each such
C:~225~1999\Aventura~A~reement$\TCI Franchise 0128wpd ~ 9
Designated Municipal Event, and its place and time, no less than two (2) weeks before each such
event is held. Franchisee shal3 also p_rovide the City with a videocassette copy of every Designated
Municipal Event a~d Council Meeting other than those events taped by the City at Government
Center. In addition, Franchisee agrees to provide the City with time to adve~ise municipally
sponsored events during reasonable viewing periods with a value of not less than Ten Thousand
Dollars ($10,000) per year during each year of the term of this Agreement. The value of said time
shall be calculated based on the lowest rates franchisee charges to any advertiser.
4. The City may cablecast character generated information on a designated
Access Channel from the location designated at any time of its choosing.
5. Subject to availability, franchisee shall make its studio facilities available for
use by the City and area educational institutions for government and educational access
programming one time per month. However, notwithstanding anything to the contrary, the City may
request additional use of the studio facility and Franchisee agrees to negotiate in good faith to
provide such additional time.
6. Franchisee hereby agrees to provide to the City a grant in the amount of Forty
Thousand Dollars ($40,000.00) dollars to be paid to the City no later than within 45 days of a council
approval of this franchise plus an additional payment of $4.15 per subscriber for each additional
subscriber over 2,712 subscribers added to the system, calculated as of December 31 of each year.
Such additional payment shall be remitted to the City annually and accompanied by a certified
statement of the number of subscribers in the City served by the Franchisee. Franchisee's
incremental obligation for additional subscribers pursuant to this subsection 6 shall not exceed
$25,000
7. Franch_isee hereby agrees that the facilities, equipment, services, and all other
support to be provident by Franchisee pU~rsuant to this Section 16 constitute capital costs which are
required by the franchise to be incurred by Franchisee for public, educational, or governmental
access facilities within the meaning of Section 622(g)(2)(C) of the Communications Act, 47 U.S.C.
§ 542(g) (2) (C); that such grant does not constitute a franchise fee within the meaning of
Communications Act, State law, Ordinance No. 97-20 as amended by Ordinance No. 98-11, or this
Franchise Agreement; and that Franchisee hereby waives, and will not assert in any proceeding, any
claim to the contrary. The City and Franchisee further agree that the pass through to subscribers of
any such costs shall be amortized evenly over the tem~ of this agreement.
Section 17. Commercial Leased Access.
Franchisee shall provide commercial leased access channels as required by Federal law.
Section 18. Emergency Use of Facilities.
A. Franchisee shall comply with all FCC rules on emergency use of facilities.
B. Franchisee shall provide standby power generating capacity at the cable system
headend and be capable of providing at least two (2) hours of emergency power supply. Standby
batteries, capable of providing at least two (2) hours of emergency power, shall be installed in the
cable distribution plant.
Section 19. Lock-out Devices.
Franchisee shall make available at reasonable charge to any residential subscriber, upon the
request of such subscriber, a "parental guidance" or "lock-out" device which shall permit the
subscriber, at his or her option, to eliminate the audio and visual transmissions from any channel
reception to the extent technically feasible.
C:\225\1999\Aventura~Agreements\TCI Franchise.012g.wpd 2 ~
Section 20. Closed-circuit Captioning for the Hearing Impaired.
Franchisee shall make available at a reasonable charge to any hearing-impaired residential
subscriber, upon the request of such subscriber, any equipment beyond the subscriber's equipment
capable of decoding closed-circuit captioning information for the hearing impaired.
Section 21. Line Extension Policy.
A. Upon request and payment of all applicable charges, and provided that the requesting
person gives Franchisee access to his or her premises in order to furnish, maintain and continue to
offer service to that person, Franchisee shall, throughout the term of this Agreement, promptly
furnish, maintain, and continue to provide ali services distributed over the system to any person at
his or her place of residence or commercial location where Franchisee's plant is the closest activated
plant to the location.
Section 22. Cable Home Wiring Commitments.
A. At minimum, Franchisee shall comply with all FCC rules regarding cable home
wiring, as amended from time to time.
1. Upon commencement of service, and annually thereafter, Franchisee will
notify customers of their rights and options relating to cable home wiring, pursuant to applicable law.
Section 23. Franchise Fee.
A. In consideration of the privilege granted herein to use and occupy the Streets to own,
construct, install, maintain and operate its cable system, Franchisee shall pay to the City a franchise
fee equal to either (1) five percent (5%) of its gross revenues as defined in Section 03 of Ordinance
No. 97-20 as amended by Ordinance No. 98-11; or (2) ifa change in law increases the maximum
allowable percentage to an amount greater than that specified in (1) above, that higher amount
provided however, that such increase is affirmatively imposed by the City after a public hearing at
which both the public and Franchisee are allowed to comment on the impact of the higher fee.
Franchisee will pay to the City such higher amount effective with the next available billing cycle in
which the higher charge may be placed on subscribers bills. Franchisee may calculate gross revenues
for purposes of determining the franchise fee owed in accordance with generally accepted accounting
principles (GAAP). Franchisee may subtract its actual bad debt expense determined in accordance
with Generally Accepted Accounting Principles for the relevant period from gross revenues,
provided, however, that any bad debt subsequently collected shall be included in gross revenues in
the period in which the bad debt is collected.
B. Franchisee shall pay the franchise fee to the City in full compliance with the
requirements set forth in Section 17 of Ordinance No. 97-20 as amended by Ordinance No. 98-1 h
C. The quarterly statements required to be filed by the Franchisee with the City pursuant
to Section 17 (D) of Ordinance No. 97-20 as amended by Ordinance No. 98-11 shall be audited and
reported on by certified public accountant or certified as true and correct by a duly authorized
financial officer of Franchisee. Franchisee shall bear the cost of the preparation of such statements.
.D. The acceptance by the City of any payment from Franchisee of the franchise fee shall
not constitute a release or an accord and satisfaction of any claim the City may have against
Franchisee for performance of any of its obligations under Ordinance No. 97-20 as amended by
Ordinance No. 98-11, this Franchise Agreement, or local, State or Federal law, including, without
limitation, Franchisee's obligation to pay the proper franchise fee amount owed, subject, however,
to applicable statute of limitations, if any.
E. Following the expiration or the termination for any reason of its franchise, Franchisee
shall pay the franchise fee owed as of the date that its operations ceased within ninety (90) calendar
days of ceasing such op_erations: .Such payment shall be a~companied by a gross revenues audit
report prepared by a certified public accountant showing the revenues received by Franchisee since
the end of the previous fiscal year.
F. Franchisee expressly agrees that: (i) the franchise fee payments to be made pursuant
to this Section shall not be deemed to be in the nature ora tax; (ii) such franchise fee payments shall
be in addition to any and all taxes of a general applicability and not applicable solely to cable
television operations within the City or other fees or charges which Franchisee shall be required to
pay to the City or to any state or federal agency or authority, as required herein or by law, all of
which shall be separate and distinct obligations of Franchisee; (iii) Franchisee shall not have or make
any claim for any deduction or other credit of all or any part of the amount of said franchise fee
payments from or against any of said City taxes or other fees or charges of general applicability
which Franchisee is required to pay to the City, except as agreed herein or required by law; (iv)
Franchisee shall not apply nor seek to apply all or any part of the amount of said franchise fee
payments as a deduction or other credit from or against any of said City taxes or other fees or charges
of general applicability, each of which shall be deemed to be separate and distinct obligations of
Franchisee; (v) Franchisee shall not apply or seek to apply all or any part of the amount of any of said
taxes or other fees or charges of general applicability as a deduction or other credit from or against
any of its franchise fee obligations, each of which shall be deemed to be separate and distinct
obligations of Franchisee; and (vi) the franchise fee specified herein is the minimum fair market
value for the grant hereunder of a franchise for use of the Streets, including all public easements,
public rights-of-way and other entitlement to use, occupy or traverse public property, for the purpose
of operating a cable television system.
Section 24. Reports and ReCords, i _
Upon request of the City Manager or his designee, Franchisee shall furnish the City
Manager with all of the information as required under Sections 17 and 18 of Ordinance No. 97-20
as amended by Ordinance No. 98-1 I.
Section 25. Right to Inspect Financial Records and Facilities.
A. Franchisee shall maintain a complete set of books and records, including plans,
contracts, engineering, accounting, financial, statistical, customer and service records as required
under Sections 17 and 18 of Ordinance No. 97-20 as amended by Ordinance No. 98-I 1.
B. Pursuant to Ordinance No. 97-20 as amended by Ordinance No. 98-11, the City shall
have the right to inspect, at Franchisee's local office, the books and records specified in subsection
25(A) hereof and such other records as may be required by the City to perform its regulatory
responsibilities under Ordinance No. 97-20 as amended by Ordinance No. 98-11 or applicable
Federal law. The City agrees to carry out any such inspection during Franchisee's normal business
hours and upon reasonable notice. Access by the City to perform its regulatory responsibilities to
Franchisee's books and records shall not be denied on grounds that such books and records contain
proprietary or confidential information.
C. The City shall accord all books and records that it inspects under this Section the
degree of confidentiality such books and records are entitled to under Federal and State law.
Franchisee's books and records shall not constitute public records, except to the extent required by
Federal and State law. To the extent Franchisee considers any books or records that it is required
to produce to be confidential or otherwise protected from public disclosure, Franchisee shall
designate which documents it views as protected and provide a written explanation to the City of the
legal basis for Franchisee's claim of protection.
D. Pursuant to Ordinance No. 97-20 as amended by Ordinance No. 98-I 1, the City shall
have the right to inspect Franchisee's facilities and property during Franchisee's normal business
hours and upon reasonable notice.
Section 26. Customer Service Requirements.
A. Franchisee agrees to comply with each of the customer service requirements set forth
in Section 18 of Ordinance No. 97-20 as amended by Ordinance No. 98-11.
B. Pursuant to Section 18(E) of Ordinance No. 97-20 as amended by Ordinance No. 98-
11, Franchisee agrees to operate its local office, as defined in Section 18(B) of Ordinance No.97-20,
so as to be opened for access by customers during Monday through Friday 8:30 a.m. - 5:00 p.m. and
Saturday 9:00 a.m. - 12:00 noon, at minimum. It is hereby recognized that all of Franchisees
subscribers within the City are currently served through bulk contracts. If, at any time during the
term of this agreement, Franchisee serves five hundred (500) or mom subscribers within the City on
an individual basis, upon written request of the City Manager, Franchisee shall extend the aforestated
office hours to include one evening per week until 9:00 p.m.
Section 27. City Purchase of Cable System.
The City may, upon the recommendation of the City Manager and the approval of the
Council, acquire ownership of and operate Franchisee's cable system in accordance with Section 31
of Ordinance No. 97-20 as amended by Ordinance No. 98-11.
Section 28. Modification of Franchise.
Franchisee shall file an application with the City Manager for any modification of its
franchise pursuant to Section 9 of Ordinance No. 97-20 as amended by Ordinance No. 98-1 I. The
application shall fully conform with each of the requirements set forth in that Section that apply to
applications for modification.
Section 29. Transfer of Franchise.
A. Franchisee shall not directly or indirectly assign, sell or transfer its franchise, or any
right, title, or interest in same, this Franchise Agreement, or its cable system, nor shall any ownership
interest or any other form of control of Franchisee or any lawful successor be transferred, assigned,
directly or indirectly, without prior written notice to and approval of the City. In determining
whether to approve a transfer, the City will consider the factors set forth in Section 23 of Ordinance
No. 97-20 as amended by Ordinance No. 98-11. However, in the event that an entity having a
controlling interest of the Franchisee desires to transfer the franchise to another affiliated entity
whose ownership is controlled by the same entity, the City hereby agrees to designate such
transaction a pro forma transfer pursuant to Section 23(C) of Ordinance 97-20 as amended by
Ordinance No. 98-11.
B. Franchisee shall file an application to transfer its franchise or to transfer control of
Franchisee in full compliance with Sections 9 and 23 of Ordinance No. 97-20 as amended by
Ordinance No. 98-11.
Section 30.
Procedures for Requestin~ Approval of Transfer.
In addition to the requirements set forth in Sections 9 and 23 of Ordinance No. 97-20 as
amended by Ordinance No. 98-11, the following procedures shall be followed by Franchisee in
requesting the City's consent to transfer its franchise or to transfer control of Franchisee.
A. At least one hundred txventy (120) calendar days prior to the contemplated effective
date of a transfer, Franchisee shall submit to the City Manager an application for approval of the
transfer. Such application, shall inclust¢ the following:.'
I. A statement of the reason for the contemplated transfer.
2. The name, address and telephone number of the proposed transferee.
3. A detailed statement of the corporate or other business entity organization of
the proposed transferee, including but not limited to the following:
(a) The names, business addresses, state of residence and country of
citizenship of all general partners and/or corporate officers and directors of the proposed transferee.
(b) The names, business addresses, state of residence and country of
citizenship of all persons and entities having, controlling, or being entitled to have or control ten
percent (10%) or more of the ownership of the proposed transferee and the respective ownership
share of each such person or entity.
(c) The names and addresses of any subsidiary of the proposed transferee and
of any other business entity owning or controlling in whole or in part or owned or controlled in
whole or in part by the proposed transferee.
(d) A detailed and complete financial statement of the proposed transferee,
prepared by a certified public accountant if audited statements were made, and if not, by a duly
authorized financial officer of the proposed transferee, for the three (3) fiscal years immediately
preceding the date of the request for transfer approval, and a letter or other acceptable evidence in
writing from a duly authorized officer of the proposed transferee setting forth a clear and accurate
description of the amount and sources of funding for the proposal transaction and its sufficiency to
provide whatever capital shall be required by the proposed transferee to construct, install, rebuild,
C:\225~1999\Aventura\Agreements~TCI Franchise. Q128.wpd 2 8
maintain and operate the proposed system in the City._ If the__ corporate or business entity
organization of the proposed transferee has not been in existence for a full three (3) years, the
proposed transferee shall submit a certified financial statement for the period of its existence.
(e) A description of all previous experience of the proposed transferee in
operating cable television systems and providing cable television services or related or similar
services, including a statement identifying, by place and date, any other cable television franchise(s)
awarded to the proposed transferee, its parent, subsidiaries, or affiliates; the status of said
franchise(s) with respect to completion thereof; the total estimated cost of completion of such
system(s); and a summary of the amount of the proposed transferee's and its parent's or subsidiary's
resources committed to the completion thereof.
(0 Upon request from the City Manager, a detailed pro forma financial plan
describing for each remaining year of the franchise, the projected number of subscribers, rates, all
revenues, operating expenses, capital expenditures, depreciation schedules, income statements, and
statement of sources and uses of funds. Where the transfer is part of a larger transaction and such
information is not prepared for the single system in the City, the proposed transferee may provide
such information on a consolidated basis including the system in the City, but shall provide
information on the size of the City system, in terms of number of subscribers, relative to the
transaction, so that pro rata estimates may be made.
(g) A detailed description of the proposed plan of operation of the proposed
transferee, which shall include, but not be limited to the following:
(i) A detailed map indicating all new areas proposed to be served, a
proposed time schedule for the installation of all equipment necessary to become operational
C:\225\1999\Auentura\AgreemenSs\TCI Franchise.0128.wpd 2 ~
throughout the new areas to be served, and the projected total cost for new construction of the
system.
(ii) A statement or schedule setting forth all proposed products and
services to be made available and classifications of rates and charges to be made against subscribers
and all rates and charges and to each of any said classifications, including installation charges,
service charges, equipment charges, special, extraordinary, or other charges.
4. Upon request, the proposed purchase price of the cable system, and the terms
and conditions of the proposed transfer.
Section 31. Renewal of Franchise.
The provisions of Ordinance No. 97-20 as amended by Ordinance No. 98-11 shall govern
any and all proceedings to renew this franchise. If Franchisee decides to initiate a formal renewal
process in accordance with Section 626(a)-(g) of the Communications Act, 47 U.S.C. § 546(a)-(g),
it and the City must comply with each of the requirements in the Communications Act as well as the
additional requirements set forth in Section 9 and 22 of Ordinance No. 97-20 as amended by
Ordinance No. 98-11 to the extent such requirements are not prohibited by applicable law.
Section 32. Rates.
A. Nothing in Ordinance No. 97-20 as amended by Ordinance No. 98-11 or this
Franchise Agreement shall prohibit the City from regulating rates for cable service, installation,
disconnection, and equipment rental to the full extent permitted by and consistent with State and
Federal law.
B. Franchisee further agrees that it shall not increase rates or charges for basic cable
service, installation, disconnection, or equipment rental without at least thirty (30) days prior notice
to subscribers and the City.
C. Pursuant to Section 20 of Ordinance No. 97-20 as amended by Ordinance No. 98-11,
Franchisee shall at all times charge nondiscriminatory rates throughout the City.
D. Franchisee shall not engage in predatory pricing or any other anti-competitive
business practice as defined by applicable law.
Section 33. Security Fund.
A. Pursuant to Section 12 of the Ordinance, Franchisee shall provide the City a security
fund or in the alternative a corporate guarantee or letter of credit in the amount of $25,000 as security
for the faithful performance of all provisions of the Franchise Agreement, Ordinance No. 97-20 as
amended by Ordinance No. 98-11 of the City, and all applicable State and Federal law. If such
security fund or letter of credit is not furnished to the City within sixty (60) days of the date of
Council resolution approving the grant of the Franchise, then Franchisee shall pay to the City
Manager a fine in the amount of Five Hundred Dollars ($500) per day, beginning on the 6 ISt day,
until the date on which the security fund or letter of credit is received by the City. In the event said
guarantee or letter of credit is not received within sixty (60) days of the date after the Commission
resolution approving the grant of the Franchise, this Franchise Agreement and the grant of the
Franchise may be revoked pursuant to the procedures set forth in Ordinance 97-20 as amended by
Ordinance No. 98-1 h
B. If thirty (30) calendar days after written notice Franchisee fails to pay to the City any
fees or taxes due and unpaid, or any liquidated damages, damages, costs or expenses that the City
has incurred by reason of any act, omission or default of Franchisee in connection with this Franchise
Agreement or Ordinance No. 97-20 as amended by Ordinance No. 98-11, the City may immediately
C=\225\1999\Aventura~Agreements~TCI Franchise.0128wpd 3 1
withdraw that amount, with interest and any costs, from the security fund or make such equivalent
claim against the guarantee. Upon such withdrawal or ~laim, the City shall notify Franchisee in
writing of the amount and date of the withdrawal.
C. Within thirty (30) calendar days after notice to Franchisee that an amount has been
withdrawn by the City from the security fund, Franchisee shall restore the security fund to its original
amount. If Franchisee fails to restore the security fund to the original amount within that thirty (30)
calendar day period, such failure shall be considered a material breach of this Franchise Agreement
and a violation of Ordinance No. 97-20 as amended by Ordinance No. 98-1 I, and shall constitute
grounds for revocation of the franchise or other enforcement action by the City.
D. Where a corporate guarantee or letter of credit is provided in lieu of a security fund,
Franchisee shall pay the City the amounts of all claims against said guarantee within thirty (30)
calendar days after notice of such claim, maintaining the guarantee at its original amount. If
Franchisee fails to pay the City the amount of any claim within thirty (30) days after notice to the
Franchisee of the claim paid or fails to restore the guarantee to its original amount, such failure may
be considered a material breach of this Franchise Agreement and a violation of Ordinance No.97-20
as amended by Ordinance No. 98-11, and shall constitute grounds for revocation of the franchise or
other enforcement action by the City.
E. Franchisee is entitled to return of the balance of the security fund that remains
following any other form of expiration of the franchise, including denial of renewal, provided that
there is no outstanding default and less any unpaid amounts owed to the City by Franchisee and any
amount that is the subject ora pending dispute between the City and Franchisee.
F. If the Franchise terminates for reasons other than revocation, any security fi~nd or
corporate guarantee will be maintained by the Franchisee for one (1) year from the date of
termination and the remaining fund will be returned to Franchisee.one (-1) year from tl~e. termination
date of the Franchise, provided there is no outstanding default or unpaid amounts owed to the City
by Franchisee.
G. The rights reserved to the City under this Section are in addition to all other rights of
the City, whether reserved in this Franchise Agreement or in Ordinance No. 97-20 as amended by
Ordinance No. 98-11, or authorized by other law, and no action, proceeding or exercise of a right
with respect to the security fund ~vill affect any other right the City may have.
Section 34. Enforcement Remedies.
A. Liquidated Damages. Because the City may suffer damages from any violation by
Franchisee of this Agreement or of Ordinance No. 97-20 as amended by Ordinance No. 98-11, which
damages may be difficult to quantify, the City and Franchisee agree to the following schedule of
liquidated damages:
I. For failure to install, operate and maintain the cable system as required by
Sections 12(A) and 13(A) hereof, unless the City specifically approves a delay caused by the
occurrence of conditions beyond Franchisee's control. Franchisee shall pay to the City One
Thousand Dollars ($1,000) per day for each day or part thereof, the deficiency continues.
2. For material failure to provide data, documents, reports or information in a
timely maturer as required by this Franchise Agreernent or by Ordinance No. 97-20 as amended by
Ordinance No. 98-11 or as requested by the City consistent with FCC rules and regulations and all
other applicable law, Franchisee shall pay Two Hundred Fifty Dollars ($250.00) per day, or part
thereof; that each violation occurs or continues. For non-proprietary information, a violation would
C:~225~1999\Aventura~AgreemenCs~TCI Franchise.0128 ~pd 3 ~
be deemed to have occurred when Franchisee fails to provide information by the date requested by
the City. If the information requested is considered proprietary by a court of competent jurisdiction,
no fine shall be imposed. For proprietary information, a violation would be deemed to have occurred
if the City disagrees with the Franchisee's explanation as to why the material is proprietary and a
final decision of a court of competent jurisdiction upholds the City's determination.
3. For failure to comply with any other provision of Ordinance No. 97-20 as
amended by Ordinance No. 98-11, or failure to comply with any other material provision of this
Franchise Agreement other than those specifically referenced above, or failure to comply with any
lawful order of the City within thirty (30) days of receipt of notice of such non-compliance from the
City, Franchisee shall pay Two Hundred Fifty Dollars ($250) per day for each day, or part thereof,
that such non-compliance continues.
B. Before assessing liquidated damages against Franchisee, the City shall give
Franchisee written notice of the alleged violation and its intention to assess such damages, which
notice shall contain a description of the alleged violation. Following receipt of such notice,
Franchisee shall cure or commence to cure and the Franchisee and the City shall have a thirty (30)
day period during which time Franchisee and the City shall make good faith reasonable efforts to
resolve the dispute in question. If the dispute is not resolved in that thirty (30) day period, the City
may after a public hearing collect liquidated damages owed, either through draw-down of the
security fund as provided in Section 33 of this Agreement, or through any other means allowed by
law provided however that no fines or liquidated damages shall be assessed while litigation is
pending in a court of competent jurisdiction.
C. Revocation or Termination of Franchise. Franchisee's franchise is subject to
revocation pursuant to Section 24 of Ordinance No. 97-20 as amended by Ordinance No. 98-11 for
· '' any c~fthe reasons set forth therein. In the event the City exercises its right to revoke the franchise,
the procedures set forth in Section 24 of Ordinance No. 97-20 as amended by Ordinance No. 98-11
shall apply.
Section 35. Area wide-Interconnection.
A. The City may request Franchisee to interconnect with any or all other cable systems
located within the City or serving subscribers within the City. Intercormection of systems shall
permit interactive transmission and reception of government and education access program material,
and may be done by direct cable connection, microwave link, satellite, or other appropriate method.
B. Upon receiving the request of the City to interconnect with cable systems, Franchisee
shall, ~vhere it does not own the affected system or systems, immediately initiate good faith
negotiations with the operators of the other affected system or systems in order that costs for
construction and operation of the intemonnection link may be shared equitably among the systems.
Franchisee shall report to the City the results of such negotiation no later than thirty (30) days
after the City's request. Where Franchisee owns the affected system, Franchisee shall report to the
City on the timing, method and cost ofinterconnection within thirty (30) days of the City's request.
C. The Franchisee may be granted reasonable extensions of time to interconnect. The
City shall rescind its request to interconnect upon petition by the Franchisee to the City, if the City
finds that (1) the Franchisee has negotiated in good faith and has failed to obtain an approval from
the system or systems of the proposed intercormection; or (2) the cost of the interconnection would
be unreasonably high.
D. Franchisee shall make all reasonable effbrts to cooperate with any designated access
organization, interconnection corporation, regional interconnection authority or City, county,
state or federal regulatory agency which may be hereafter established for the purpose of regulating,
financing, or otherwise providing for the interconnection of cable systems beyond the
boundaries of the franchise area.
Section 36. Written Notice of Acceptance.
Prior to the Council resolution approving the grant of this franchise, Franchisee shall provide
the City Manager with written acceptance of all the terms and conditions of this Franchise
Agreement. Franchisee's failure to comply in full with this Section shall render this Franchise
Agreement and the fYanchise null and void with no further action by the City, unless the City
Manager agrees in writing to extend such period.
Section 37. Execution in Counterpart.
This Franchise Agreement may be executed in counterpart.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day
and ycar first written above.
WITNESSES:
CITY OF AVENTURA, FLORIDA, a
municipal corporation of the State
of Fiorida
AS TO "CITY"
BY:
ERiC M. SOROKA
CITY MANAGER
AS TO "CITY"
ATTEST:
ENDORSED AS TO FORM AND LEGALITY
FOR THE USE AND RELIANCE OF THE
CiTY OF AVENTURA, FLORIDA ONLY
TERESA M. SMITH
CITY CLERK
WITNESSES:
AS TO "FRANCHISEE"
AS'TO "FRANCHISEE"
CITY ATTORNEY
AGREED TO AND ACCEPTED BY
FRANCHISEE:
BY:
DATE:"
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
FROM:
TO:
DATE:
SUBJECT: Resolution Approving Transfer of Cable Television Franchise From
Rifkin I Narragansett South Florida CATV Limited Partnership (RNSF)
to Interlink Communications Partners, LLLP (ICP) - Cablevision
Communications
February 2, 1999 City Commission Meeting Agenda Item
10
,
RECOMMENDATION
It is recommended that the City Commission adopt the attached Resolution approving
the transfer of the Cable Television Franchise from Rifkin / Narragansett South Florida
CATV Limited Partnership (RNSF) to Interlink Communications Partners, LLLP (ICP) -
Cablevision Communications.
BACKGROUND
The City's Cable Franchise Ordinance requires City Commission approval of the
proposed transfer of RNSF to ICP. The Ordinance and Cable Television Franchise
also provides that certain specific information on the proposed transaction, including
details on legal, financial, technical and other qualifications, be submitted and reviewed
by the City. In addition, the applicant was required to provide written acceptance of the
terms and conditions of the Franchise Agreement to be transferred to ICP as evidenced
by Exhibit "A" attached hereto.
Based on a careful review of the information provided to the City, the City's cable
television legal firm, Leibowitz & Associates, P.A., and I recommend approval of the
transfer.
If you have any questions, please feel free to contact me.
EMS/aca
Attachment
CC0707-99
RESOLUTION NO.
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, APPROVING THE
TRANSFER OF CONTROL OF THE CABLE
TELEVISION FRANCHISE FROM
RIFKIN/NARRAGANSETT SOUTH FLORIDA CATV
LIMITED PARTNERSHIP ("RNSF") TO INTERLINK
COMMUNICATIONS PARTNERS, LLLP ("ICP") AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, on December 14, 1998, the City of Aventura received notification of
the proposed transfer of control of the RNSF cable television franchise to ICP; and
WHEREAS, pursuant to Ordinance Nos. 97-20 and 98-11 of the City of Aventura
and the Franchise Agreement, no such change of control may occur without prior
approval of the City Commission; and
WHEREAS, the City has required that the applicant fulfill the obligations of
Section 9 of the Cable Television Ordinance and Section 30 of the Cable Television
Franchise and provide information on the proposed transaction including details on the
legal, financial, technical and other qualifications of the transferee and on the potential
impact of the transfer on subscriber rates and service; and
WHEREAS, under FCC Rules, 47 CFR Section 76.502, the City of Aventura has
120 days from the date of submission of a completed FCC Form 394, together with all
Exhibits and any additional information required by the franchise agreement or
applicable state or local law, to act upon an application to sell, assign or otherwise
transfer controlling ownership of a cable system; and
Resolution No 99-__
Page 2
WHEREAS, the City has required written acceptance from ICP of the terms and
conditions of this Resolution by affidavit as a condition precedent to the Adoption of
this Resolution (affidavit attached hereto as Exhibit A); and
WHEREAS, in the event the proposed transaction between RNSF and ICP is not
consummated within one hundred eight (180) days of the date hereof or does not reach
final closure for any reason, or in the event such closure is reached on terms
substantially or materially different to the terms described in the FCC Form 394 and
exhibits thereto, this Resolution, together with the affidavit of acceptance submitted by
the proposed transferee, shall be null and void.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, AS FOLLOWS:
Section 1. To the extent required, the City of Aventura hereby consents to the
assignment and transfer of the City of Aventura Cable Television Franchise from RNSF
to ICP.
Section 2. That the consent granted herein does not constitute and should not
be construed to constitute a waiver or release of any obligations of the Franchisee
under the Cable Television Ordinance and the Cable Television Franchise Agreement.
Section 3. That the consent granted herein does not and should not be
construed to constitute a waiver of any right of the City under the Ordinance or the
Cable Television Franchise; and further, this consent shall not prejudice the City's
rights with respect to the enforcement, renewal or transfer of the current cable
television franchise and any amendments thereto.
Resolution No 99-
Page 3
Section 4. That the consent herein granted is conditioned upon (a) ICP's
assurances set forth in its affidavit submitted to the City on January 25, 1999 and
attached hereto as Exhibit A; and (b) ICP's submission to the City of cost recovery for
all costs incurred by the City directly or indirectly related to the transfer process
including, but not limited to, consulting fees and legal fees pursuant to Section 1 0(F) of
Ordinance No. 97-20 no later than sixty (60) days after the effective date of this
Resolution.
Section 5. That the consent herein granted is for the limited right to provide
cable television service, and to the extent not otherwise prohibited by applicable law,
the franchisee shall be required to obtain permission from the City in the form of a
grant, franchise, permit, license, or other authorization so designated by the City, prior
to its providing any other services within the City, including but not limited to,
telecommunications to the extent not explicitly prohibited by applicable law.
Section 6.. That this Resolution shall have the force and effect of continuing the
agreement between the Franchisee and the City of Aventura, the Franchise Authority.
Section 7. That the City hereby reserves all of its rights pursuant to Federal
and local law including, but not limited to, the rights in (a) the franchise renewal
process including, but not limited to, the right to consider violations of the franchise by
the current franchisee; (b) the franchise transfer process including, but not limited to,
the right to act upon any application to sell, assign or otherwise transfer controlling
ownership of the cable system; and (c) the enforcement of the current Cable Television
Ordinance Nos. 97-20 and 98-11 and amendments thereto of the City as amended and
the current cable television franchise as amended.
Resolution No 99-
Page 4
Section 8. That the consent herein granted expressly does not waive and
expressly reserves to the City of Aventura its rights to fully exercise all applicable legal
rights and authority against RNSF and ICP and its affiliates in connection with any use
of the City of Aventura's rights of way not authorized by the City including, but not
limited to, levying fines or instituting litigation for trespass and ejectment.
Section 9. That the consent herein granted is an express non-waiver and
reservation of the City's rights and authority against ICP for any material franchise
violations that may exist, including but not limited to, those in connection with any
unauthorized use of ICP's facilities or facilities by any entity in any way affiliated with a
company in which a member of the RiLkin family or ICP has an interest.
Section 10. That the consent granted herein is subject to the transferor's and
transferee's compliance with all other applicable legal requirements and the City does
not waive and expressly reserves the right to enforce full compliance with applicable
ordinance and franchise requirements, whether or not any non-compliance that may be
determined arose before or after the transfer of control from RNSF to ICP.
Section 11. That this Resolution shall become effective upon the date of its
adoption herein.
The foregoing Resolution was offered by
adoption. The motion was seconded by
to a vote, the vote was as follows:
Commissioner Arthur Berger
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Jeffrey M. Perlow
Commissioner Patricia Rogers-Libert
Vice Mayor Harry Holzberg
Mayor Arthur I. Snyder
, who moved its
, and upon being put
Resolution No 99-__
Page 5
PASSED AND ADOPTED this 2"d day of February, 1999.
ATTEST:
Arthur I. Snyder, Mayor
Teresa M. Smith, CMC, City Clerk
APPROVED AS TO LEGAL SUFFICIENCY:
CITYATTORNEY
EXHIBIT A
UNCONDITIONAL ACCEPTANCE OF FRANCHISE BY TRANSFEREE
BEFORE ME personally appeared the undersigned authority who being duly sworn upon
his oath deposes and states that:
1. The Affiant is the Vice President of the General Partner of InterLink
Commup. ications Partners, LLLP, and is the person authorized to execute this document on
behalf of the Affiant.
2. The Affiant is submitting this affidavit as a condition precedent to the transfer of
the City of Aventura, Florida cable television franchise from RifkiWNarragansett South Florida
CATV Limited Partnership to InterLink Communications Partners, LLLP.
3. The Affiant is submitting this Affidavit as an unconditional acceptance by Affiant
of the City of Aventura's Cable Television Ordinance Nos. 97-20 and 98-11, and the
amendments thereto and the current cable television franchise and amendments thereto.
4. Affiant shall comply with and abide by all terms, provisions and conditions of the
Cable Television Ordinance of the City and amendments thereto and the current cable television
franchise and amendments thereto.
5. Affiant shall assume performance of all of the current franchisee's obligations and
liabilities under the Ordinance, known and unknown, and under the current cable television
franchise and amendments thereto, known and unknown.
6. Affiant hereby expressly agrees to make readily available to the City all books
and records necessary to perform a financial audit to auditors in Dade County, Florida.
7. Affiant unconditionally accepts that the Cable Television Ordinance Nos. 97-11
and 98-20 of the City and amendments thereto and the franchise agreement and amendments
thereto grant only the limited right to provide cable television service, and Affiant will obtain
applicable authorizations from the City as required by the City prior to providing non-cable
services.
8. Affiant shall cooperate in any franchise fee compliance inquiry in connection with
any possible franchise fee arrearages that may have arisen or that may arise through the exclusion
of certain revenue streams. Further, so long as cable modem services, including but not limited
to, Intemet access and services, are not deemed by applicable law to be non-cable services, the
Affiant shall comply with all lawful requirements regarding such services including, but not
limited to, the inclusion of revenues of modems, Intemet access and services payments and
advertising and shopping revenues generated in connection therewith within the gross revenues
of the cable system and commercial leased access requirements.
9. Affiant shall comply with all other applicable legal requirements, including
carriage of broadcast digital and high definition television signals, and interconnection of the
cable system with potential competitors for purposes, among other things, of sharing cable PEG
channels.
10. The Affiant acknowledges that the Legislative History of the 1992 Cable Act
contemplates that the City should address any deficiencies in service, including non-compliance,
at the time of the transfer. The Affiant agrees to ensure that it assumes responsibility for any and
all non-compliance under the current franchise that may now exist or may later be discovered to
have existed during the term of the franchise even if prior to the closing of the transfer of control.
11. Affiant unconditionally accepts all terms and conditions of Resolution No. 99-__.
FURTHER, AFFIANT SAYETH NAUGHT.
INTERLINK COMMUNICATIONS PARTNERS,
LLLP
By: Rifkin Co., its General Partner
By. ~'~-~"~-</Z¢:. -~ ~-J
STATE OF COLORADO )
CITY AND COUNTY OF DENVER )
I hereby certify, that on thi~O~.~tay of January, 1999, before me, the subscriber, a
Notary Public of the State of Colorado, in and for the City and County of Denver, Colorado,
aforesaid, personally appeared Dale D. Wagner, as Vice President of the General Partner of
InterLink Communications Partners, LLLP and acknowledged the foregoing Acceptance of
Cable Television System Franchise in the City of Aventura, Florida, to be the act and deed of
said company.
WITNESS my hand and official seal.
My commission expires: d/3-/7~
January25,1999
RIFKIN & ASSOCIATES, INC.
Dale D. Wagner
Senior';'icc President -
Finance and Administration
Eric M. Soroka
City Manager
City of Aventura
Government Center
2999 N.E. 191st Street, Suite 500
Aventura, Florida 33180
Re: RNSF/ICP Cable Television Franchise Transfer
Dear Mr. Soroka:
Enclosed please find three copies of a revised Resolution and Unconditional Acceptance of
Franchise by Transferee (Exhibit A) which has been executed on behalf of InterLink
Communications Partners, LLLP. These documents were modified from their original version
simply to correct partnership names and titles.
Also enclosed is our check in the amount of $2,500.00 representing the transfer fee.
If you need additional information or have any questions concerning the enclosed documents or
any attachments to the FCC Form 394, please do not hesitate to give me a call. We understand
our transfer request has been placed on the City's agenda for its meeting on February 2.
Thank you for your assistance in this process.
Sincerely,
Dale D. Wagner
DDW:km
Enclosures
cc: Tony Bello
OFFICE OF'THE
360 South Monroe Street · Denver, CO 80209 · 303-333-1215 · (Fax) 303-322-3553
DATE
i IN~iCE N ER;
UMB i~VOIC~ i ~O~ T VOUCHER GROSS AMOUNT DISCOUNT
DATE ~ NUMBER J DUE DATE
010899 :0]/08/1998 ViCP3008586 Due:[ 01/08/1999] $ 2,50000
I 01/15/1999 I CHECKNUMBER [SZ0203257;
NETAMOUNT
$ 2,500.6, C
02589 IAVEN , CITY OF
$ 2,500.00
$ o oo $ 2,500.00
PA Y
TO THE
ORDER
OF
Interlink Communications Partners, LLLP
Suite 600
360 S Monroe St
Denver, CO 80209
We are an equal opportunity employer.
The First National Bank of Chicago 2-1/710
Chicago, IL
DATE ]01/15/1999 ] CHECK NUMBER Isz0203257 ],
Two thousand five hundred and no/100 Dollars ************************************************
CITY OF AVENTURA
[ AMOUNT [ $ 2,500.00
CiTY OF AVENTURA
GOVERNMENT CENTER
2999 N.E. 19!ST STREet
SUITE S00
OFFICE OF THE CitY MANAGER
January 7, 1999
Mr. Dale D. Wagner
Senior Vice President
Rifkin & Associates, Inc.
360 S. Monroe Street, Suite 600
Denver, CO 802:09
Re: City of Aventura, Florida
RNSF/ICP Cable Television Franchise Transfer
Dear Mr. Wagner:
The City staff has now had the opportunity to study your letter dated December 14, 1998
and received by this office December 14, 1998 as well as the FCC Form 394 attached
hereto with respect to the proposed transfer of the cable television franchise from
Rifkin/Narragansett South Florida CATV Limited Partnership ("RNSF") to Interlink
Communications Partners, LLLP ("ICP").
Pursuant to Ordinance Nos. 97-20 and 98-11 of ',he City of Aventura and the Franchise
Agreement, no such change of control may occur without prior approval of the City
Commission. Any violation of this provision may make the franchisee subject to actions
including, but not limited to, liquidated damages in the amount of Five Hundred Dollars
($500.00) per day and possible Franchise revocation proceedings. Thus, the proposed
change of control of the Franchise from RNSF to ICP is prohibited without the prior consent
of the City of Aventura. Such consent shall not be granted or denied until the City has been
provided with all information required by the Franchise pursuant to Sections 29-30 of the
Franchise Agreement and Section 9 of the Cable Ordinance, attached hereto. Accordingly,
the City hereby requires RNSF/ICP to provide to the City all of the information required
pursuant to Section 9, including, but not limited to, the initial application fee in the amount of
two thousand five hundred dollars ($2,500.00).
January 7, 1999
Mr. Dale D. Wagner
Page Two
Furthermore, pursuant to Section 9, please include the following in your response.
Compliance With Existinq Ordinance. The City hereby requires that RNSF
provide to the City a detailed description of Franchisee's compliance with all
provisions of the existing Ordinance, including, but not limited to, a descriptio.~
of the location and capacity of the system and an audited statement ot
revenues on which franchise fee payments are made to the City.
The above request is not intended as necessarily a final and complete request for
information. The City hereby reserves its right to request such additional information as
may be required to reach a determination as to whether the proposed change of control or
ownership is in the public interest.
In addition to the information required pursuant to Ordinance Nos. 97-20 and 98-11 and
Sections 29 and 30 of the Franchise Agreement, the City hereby requires the proposed
transferee to execute an affidavit indicating the proposed transferee's acceptance of (a) the
terms and conditions of the existing Ordinance, (b) all liabilities arising with respect to
compliance with such Ordinance whether known or unknown, and (c) acknowledgment that
the Franchise provides authorization solely for the provision of cable television service and
the Franchisee will obtain applicable authorizations from the City prior to providing non-
cable services.
In addition to the information required pursuant to the City Ordinance and the Franchise
Agreement, the City hereby requests clarification of the accuracy of certain information
contained in the FCC Form 394, submitted by RNSF as discussed below:
Section Il(d).
Indicate the address where the system's records will be maintained. The response
to this item states that the records will be kept in Denver, Colorado.
The City of Aventura Ordinance No. 97-20 at Section 17(g) states in relevant part that "a
Franchise shall make all books and records necessary to perform the audit readily available
to auditors in Dade County for inspection and copy,rig or, in the alternative, Franchisee shall
pay all costs necessary for the City to perform the audit at a location outside of Dade
County." In light of the applicant's statement that records will be maintained in Denver,
Colorado, the City will require an affirmative agreement that said records will be provided to
the City in Dade County, or in the alternative, the Franchisee shall pay all costs incurred by
the City or its representatives to conduct an audit in Denver as such costs may be
determined by the City.
Januaw 7,1999
Mr. Dale D. Wagner
Page Three
Section IV.
Transferee's / Assiqnee's Technical Qualifications. Exhibit 3. This Exhibit describes
a number of advanced technology products initiated by the Company including, but not
limited to, high speed data networks, residential multi-tenant services combining voice,
video and data services to multiple dwelling units, digital video, video on demand and video
transport.
These statements require clarification. It is clear that the Franchisee plans to offer non-
cable services over the cable system. However, it is not clear whether the company is in
agreement that the franchise being transferred is solely for the provision of cable service.
Pursuant to Section 5(C) of Ordinance 97-20 of the City of Aventura, the City will require all
cable operators to obtain separate franchises or other applicable authorizations for the
provision of other services including, but not limited to, telephone service unless the City is
prohibited from so doing by applicable law.
As you are aware, Federal law requires local franchising authorities to approve or deny a
franchise request within one hundred twenty (120) days or receipt by the franchising
authority of (a) a completed FCC 394 and (b) that information which is required by the
franchise.
As of this date, RNSF has neither submitted a completed accurate FCC 394 nor that
information required by the Franchise including, but not limited to, the initial application filing
fee in the amount of $2,500.00 required by the Ordinance. Accordingly, the one hundred
twenty (120) day automatic approval period has not yet begun.
Please provide the information requested herein at your earliest convenience.
Eric M. Sb..rok~
City Mana~"
EMS/aca
Attachment
cc: Ila L. Feld, Esq., Leibowitz & Associates, P.A.
Anthony Bello, General Manager, Cablevision Communications (w/ attachment)
Irene McPhail, Cablevision Communications (w/ attachment)
David Wolpin, Esq., City Attorney (w/ attachment)
CMO956-99
December 14, 1998
VIA HAND DELIVERY
City Manager
City of Aventura
2999 N.E. 191 st Street
Suite 500
Aventura, FL 33180
RIFKIN & ASSOCIATES, INC.
Dale D. Wagner
Senior Vice President -
Finance and Administration
Consent to Assignment and Transfer of CATV Franchise dated June 16, 1998 (as amended to the date
hereof)
Dear City Manager:
This letter is written on behalf of Rifkin/Narragansett South Florida CATV Limited Partnership ('RNSF") and is
a request tbr your consent to the assignment and transfer and change of control of the above-captioned CATV
Franchise ("Franchise"). InterLink Conmiunications Partners, LLLP ("ICP") has either entered into or expects to
enter into agreements to purchase all of the limited partnership interests in RNSF and all of the general and
limited partnership interests in R/N South Florida Cable Management Limited Partnership ("R/N"), the general
partner of RNSF. Upon the acquisition of all of the limited and general partnership interests in RNSF and R/N,
RNSF will be dissolved by operation of law and all of its assets, including the Franchise, shall be assigned to ICP
on the Closing Date.
Rilkin/Miami Management Corp., an entity controlled by Monroe M. Rifkin ("Rilkin"), is a co-general partner of
RNSF. In addition, Rifkin is also currently the sole director and shareholder of Rifkin Co., the general partner of
ICP. Affiliates of ING Equity Partners and Willis Stein & Partners and their co investors have collectively
obtained the right lbr seats that will control the board of directors of Ri/kin Co. It is anticipated that Rilkin Co.
and Rilkin will continue to exercise day-to-day management and control over ICP.
Your consent to assignment and change of control of the referenced Franchise is a requirement of the Agreement.
Enclosed you will find three copies of the Consent to Assignment and Transfer and Change of Control of the
above-captioned Franchise. Please execute all three copies of this document m~d return two copies to me. The
third copy is for your files. Also enclosed are three copies of FCC Form 394 for your review and files. This
form requires no action on your part.
We have interest in completing this transfer in a very short time tYame and would appreciate your prompt
attention to this request.
If you have any questions regarding this matter, please do not hesitate to contact the undersigned. Thank you for
your cooperation in this matter.
Sincerely,
Dale D. Wagner
Senior Vice President
Finance and Administration
DDW:km
Enclosures
cc: Tony Bello
Irene McPhail
360 South Monroe Street · De~tver, CO 80209 · 303-333-1215 · (Fax) 303-322-3553
Federal Communications Commission Approved by OMB
Washington, DC 20554 3060-0573
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
SECTION1. GENERALINFORMATION
IFOR FRANCHISE AUTHORITY USE ONLY
IDATE DECEMBER 9, 1998
I1. Community Unit Identification Number:
2. Application for: [] Assignment of Franchise [] Transfer of Control
! 3. Franchising Authority: CITY OF AVENTURA, FL
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:
INCORPORATED CITY OF AVENTURA, FL
5. Date system was acquired or (for systems constructed by the transferor/assignor) the APRIL 20, 1988
date on which service was provided to the first subscriber in the franchise area:
6. Proposed effective date of closing of the transaction assigning or transferring MARCH 31, 1999
ownership of the system to transferee/assignee:
7, Attach as an Exhibit a schedule of any and all additional information or material filed with this Exhibit No.
application that is identified in the franchise as required to be provided to the N/A
franchising authority when requesting its approval of the type of transaction that is the
subject of this application.
PART I - TRANSFEROR/ASSIGNOR
1. Indicate the name, mailing address, and telephone number of the transferor/assignor.
Legal name of Transferor/Assignor (if individual, list last name first)
RIFKIN/NARRAGANSETT SOUTH FLORIDA CATV LIMITED PARTNERSHIP
Assumed name used for doing business (if any) CABLEVlSION COMMUNICATIONS
Maiiling street address or P.O. Box
360 SOUTH MONROE STREET, SUITE 600
City DENVER State CO Zip Code 80209 Telephone No. (include area code)
(303} 333-1215
2.(a)
(b)
Attach as an Exhibit a copy of the contract or agreement that provides for the assignment
or transfer of control (including any exhibits or schedules thereto necessary in order to
understand the terms thereof). If there is only an oral agreement, reduce the terms to
writing and attsch. (Confidential trade, business, pricing or marketing information, or other
information not otherwise publicly available, may be redacted.)
Does the contract submitted in response to (a) above embody the full and complete agreement []
between the transferor/assignor and the transferee/assignee?
If No, explain in an Exhibit.
Exhibit No.
1
Yes []
No
J Exhibit No. ]
FCC 394 (Page I) September 1996
PART II - TRANSFEREE/ASSIGNEE
1.(a) rndicate the name, mailing address, and telephone number of the transferee/assignee.
Legal Name of Transferee/Assignee (if individual, list last name first)
INTERLINK COMMUNICATIONS PARTNERS, LLLP
Assumed name used for doing business (if any)
CABLEVISION COMMUNICATIONS
Mailing street address or P.O. Box
360 SOUTH MONROE STREET, SUITE 600
City DENVER
J State J ZiP C°de 80209 I Teleph°ne N°' (include area c°de)co (303) 333-1215
(b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee.
Name of contact person (list last name first)
WAGNER, DALE D~
Firm or company name (if any)
Mailing street address or P,O, Box
360 SOUTH MONROE STREET, SUITE 600
City DENVER IStateCO ZiP C°de 80209 I Teleph°ne N°' (include area c°de)(303) 333-1215
(c)
I
Attach as an Exhibit the name, mailing address, and telephone number of each additional ~ Exhibit No.
person who should be contacted, if any. I N/A
(d) Indicate the address where the system's records will be maintained.
Street address 360 SOUTH MONROE STREET, SUITE 600
City DENVER I State CO t Zip Code 80209
2. Indicate on an attached exhibit any plans to change the current terms and conditions of service
and operations of the system as a consequence of the transaction for which approval is sought.
(a) Any proposed increases in rates, None as a consequence of this transaction.
(b) Any proposed changes in programming. None as a consequence of thie transaction.
(c) What is the line extension policy for the system? 30 homee per mile
Exhibit No.
N/A
FCC 394 (Page 2) September 1996
SECTION II. TRANSFEREE'$/ASSIGNEE'$ LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
] Corporation
a. Jurisdiction of incorporation: d. Name and address of registered
agent in jurisdiction:
b. Date of incorporation:
, c For profit or not for-profit:
] Limited Partnership
] General Partnership
a. Jurisdiction in which formed: d. Name and address of registered
COLORADO agent in jurisdiction:
KEVlN B. ALLEN
b. Date of formatiom 360 S. MONROE ST., #600
10/21/97 DENVER, CO 80209
a. Jurisdiction whose laws govern b. Date of formation:
formation:
[] Individual
Other. Describe in an Exhibit.
Exhibit No.
List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders
beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity
interest of more than 5%. Use only one column for each individual entity. Attach additional pages if necessary, (Read
carefully - the lettered items below refer to corresponding lines in the following table.)
(a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also
show name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it
holds.) List the applicant first, officers, next, then directors and, thereafter, remaining stockholders and/or partners.
(b) Citizenship.
(c) Relationship to the transferee/assignee (e.g., officer, director, etc,).
(d) Number of shares or nature of partnership interest.
(e) Number of votes.
(f) Percentage of votes.
(a) RIFKIN & ASSOCIATES, INC. lNG MEDIA PARTNERS, L.P. lNG MEDIA CORP.
(b) USA USA USA
(c) LIMITED PARTNER LIMITED PARTNER LIMITED PARTNER
(d) 10.79028% LIMITED 23.99094% LIMITED PARTNERSHIP tl.85710% LIMITED PARTNERSHIP
PARTNERSHIP INTEREST INTEREST INTEREST
(e) N/A N/A N/A
(f) 10.79028% 23.99094% tl.85710%
(See attached sheet for additional limited partners.)
FCC 394 (Page 3) September 1996
SECTION It - [IMITED PARTNERS (con't)
(a) RIFKIN FAMILY INVESTMENT WILLIS STEIN
CO.
(b) USA USA
(c) LIMITED PARTNER LIMITED PARTNER
(d) 5.05700% LIMITED 32.10713% LIMITED PARTNERSHIP
PARTNERSHIP INTEREST INTEREST
(e) N/A N/A
(f) 5.05700% 32.10713%
FCC 394 (Page 4) September 1996
If the applicant is a corporation or a limited partnership, is the transferee/assignee formed
under the laws of, or duly qualified to transact business in. the State or other jurisdiction in
which the system operates?
If the answer is No, explain in an Exhibit,
Has the transferee/assignee had any interest in or in connection with an applicant which has
been dismissed or denied by any franchise authority?
If the answer is Yes, describe circumstances in an Exhibit,
Has an adverse finding been made or an adverse final action been taken by any court or
administrative body with respect to the transferee/assignee in a civit, criminal or administrative
proceeding, brought under the provisions of any law or regulation related to the following: any
felony; revocation, suspension or involuntary transfer of any authorization (including cable
franchises) to provide video programming services; mass media related antitrust or unfair
competition; fraudulent statements to another government unit; or employment discrimination?
If the answer is Yes, attached as an Exhibit a full description of the persons and matter(s)
involved, including an identification of any court or administrative body and any proceeding
(by dates and file numbers, if applicable) and the disposition of such proceeding.
Exhibit No.
N/A
Yes [] No
ExhibitN/ANO.
Yes [] No
Exhibit No.
N/A
Are there any documents, instruments, contracts or understandings related to ownership
or future ownership rights with respect to any attributable interest as described in Question 2
(including, but not limited to, non-voting stock interests, beneficial stock ownership
interests, option, warrants, debentures)?
If Yes, provide particulars in an Exhibit.
[] Yes [] No
Exhibit No. J
N/A
[]Yes [] No
Do documents, instruments, agreements or understandings for the pledge of stock of the
transferee/assignee, as security for loans or contractual performance, provide that: (a) voting
rights will remain with the applicant, even in the event of default on the obligation; (b) in the
event of default, there will be either a private or public sale of the stock; and (c) prior to the
exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent
of the FCC and/or of the franchising authority, if required pursuant to federal, state or local
law or pursuant to the terms of the franchise agreement will be obtained?
If No. attach as an Exhibit a full explanation.
Exhibit No. J
N/A
SECTION III. TRANSFEREE'S/ASSlGNEE'S FINANCIAL QUALIFICATIONS
1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from ~ Yes
committed resources to consummate the transaction and operate the facilities for three months.
2. Attach as an Exhibit the most recent financial statements, prepared in accordance with
generally accepted accounting principles, including a batance sheet and income statement
for at least one full year, for the transferee/assignee or parent entity that has been prepared
in the ordinary course of business, if any such financial statements are routinely prepared.
Such statements, if not otherwise publicly available, may be marked CONFIDENTIAL and
will be maintained as confidential by the franchise authority and its agents to the extent
permissible under local law.
Exhibit No,
2
No
FCC 394 (Page 5) September 1996
SECTION IV. TRANSFEREE'S/ASSlGNEE'S TECHNICAL QUALIFICATIONS
Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, Exhibit No.
experience and expertise regarding cable television systems, including, but not limded to, summary 3
information about appropriate management personnel that will be involved in the system's
management and operations The transferee/assignee may, but need not, list a representative
sample of cable systems currently or formerly owned or operated.
SECTION V. CERTIFICATIONS
Part I - TransferodAssignor
Ail the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a
material part hereof and are incorporated herein as if set out in full in the application.
I CERTIFY that the statements in this application are true,
complete the correct to the best of my knowledge and belief
and are made in good faith.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM Date
ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT.
U.S, CODE, TITLE 18, SECTION 1001. Print full name
DALE D. WAGNER
Check appropriate classification:
[] Individual [] V.P. of the General Partner [] Corporate Officer
Explain:
(Indicate Title)
[] Other.
Part II - Transferee/Assignee
All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a
material part hereof and are incorporated herein as if set out in full in the application.
The transferee/assignee certifies that he/she:
(a) Has a current copy of the FCC's Rules governing cable television systems.
(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances
and related regulations.
(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related
regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure
any violations thereof or defaults thereunder presently in effect or ongoing.
I CERTIFY that the statements in this application are true,
complete the correct to the best of my knowledge and belief
and are made in good faith,
WILLFUL FALSE STATEMENTS MADE ON THIS FORM
ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT.
U.S. CODE, TITLE 18, SECTION 1001.
Date
Print full name DALE D. WAGNER
Check appropriate classification:
[] Individual [] V,P. of the GeneraI Partner [] Corporate Officer []
(Indicate Title)
Other. Explain:
FCC 394 (Page 6) September 1996
EXHIBIT 1 (a)
LIMITED PARTNERSHIP INTERESTS PURCHASE AGREEMENT
between
INTERLINK COMMUNICATIONS PARTNERS, LLLP.
and
NARRAGANSETT/MIAMI CABLE INVESTMENT, INC.
November 20, 1998
THIS LIMITED PARTNERSHIP INTERESTS PURCHASE AGREEMENT effective as of the
20m day of November, 1998 is by and between InterLink Communications Partners, LLLP ("Buyer") and
NarragansettfMiami Cable Investment, Inc. ("Seller").
Seller owns a special limited partnership interest in Rifkin/Narragansett South Florida CATV
Limited Partnership (the "Partnership") and a limited partnership interest in the general partner of the
Partnership, R/N South Florida Cable Management Limited Partnership ("R/N") (collectively, the
"Limited Partnership Interests"). The Partnership owns a cable television system in Miami Beach,
Florida (the "System"). This Agreement provides for the purchase by the Buyer of the Limited
Partnership Interests and various related matters. Buyer is also entering into an agreement with
Rifkin/Narragansett South Florida Cable Management Corp. ("Rifkin/Narragansett") as of the date hereof
for the purchase of the co-general partnership interest in R/N owned by Rifkin/Narragansett and an
agreement with Narragansett Capital Partners-A, L.P. ("Partners") as of the date hereof for the purchase
of the special limited partnership interest in the Partnership and the limited partnership interest in R/N
owned by Partners and agreements with the Prudential Insurance Company of America ("Prudential") and
Pruco Life Insurance Company ("Pruco") as of the date hereof for the purchase of the limited partnership
interests in R/N owned by Prudential and Pruco. The agreements with Partners, Prudential and Pruco are
hereinafter referred to as the "LP Purchase Agreements". Accordingly, it is agreed as follows:
1. Purchase and Sale.
1.1 Purchase and Sale of the Limited Partnership Interests. Subject to the terms an.d
conditions hereinafter set forth, on the Closing Date, Buyer hereby agrees to purchase from Seller, and
Seller hereby agrees to sell to Buyer the Limited Partnership Interests.
1.2 Purchase Price. The purchase price for the Limited Partnership Interests shall be
Fourteen Million Eight Hundred Fifty-Seven Thousand Four Hundred Dollars ($14,857,400).
1.3 Payment of Purchase Price. At the Closing (as hereinafter defined) the Purchase
Price attributable to the Limited Partnership Interests shall be payable by the wire transfer of immediately
available funds to the account designated by the Seller.
2. Closing.
The closing of the transactions contemplated by this Agreement (the "Closing") shall take
place at the offices of Baker & Hostetler LLP, 303 East 17th Avenue, Denver, Colorado (or at such other
place as the parties may agree in writing) on December 30, 1998, or on such other date as the parties may
agree upon in writing (the "Closing Date").
3. Representations and Warranties by the Seller. The Seller represents and warrants to the
Buyer as follows as of the date hereof and on the Closing Date:
3.1 Ownership of Limited Partnership Interests. The Limited Partnership
Interests are held of record and owned beneficially by the Seller, free and clear of any conflicting claim or
ownership, mortgage, security interest, lien, pledge, claim, right of first refusal, option, charge, covenant,
restriction, reservation, order, decree, judgment, stipulation, settlement, attachment, restriction, objection
or any other encumbrance of any nature whatsoeve? (collectively, "Encumbrances") other than as set forth
in (x) the Agreement of Limited Partnership of the Partnership dated as of April 20, 1988 (the
"Partnership Agreement"), (y) the Agreement of Limited Partnership of RJN dated as of April 20, 1988,
as amended to date (the "R/N Agreement") and (z) any agreement with Monroe M. Rit'kin ("Rifkin") or
his affiliates (the "Rifkin Agreements"). The Limited Partnership Interests are the only direct interests
owned by the Seller in the Partnership or R/N other than the general partnership interest in R/N held by
Rifkin/Narragansett. At the Closing, the Seller shall deliver to the Buyer, and the Buyer shall acquire
good and valid title to the Limited Partnership Interests, free and clear of all Encumbrances and the Buyer
shall constitute the sole beneficial and record owner thereof.
3.2 Authority. ]'he Seller has all requisite power and authority to execute and
deliver, and to perform its obligations under, this Agreement and any other document by which the Seller
assigns the Limited Partnership Interests (the "Assignment"). This Agreement and the Assignment have
been duly authorized by all necessary action. This Agreement has been duly executed and delivered by
the Seller and is, and the Assignment upon execution and delivery will be, the valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its terms.
3.3 No Conflicts. Neither the execution and delivery by the Seller of this
Agreement or the Assignment nor compliance by the Seller with the terms and provisions hereof or
thereof will conflict with or result in a breach of any of the terms, conditions or provisions of (i) the
articles of incorporation or bylaws of the Seller, (ii) any judgment, order, injuvction, decree or ruling of
any court or of any governmental entity, domestic or foreign, or any law, statute or regulation, domestic
or foreign, or any law, statute or regulation, domestic or foreign, to which the Seller is subject, or (iii)
subject to the receipt of any consents required under the provisions of the Partnership Agreement, the R/N
Agreement, and any Rifkin Agreement, any agreement, contract or commitment to which the Seller is a
party or to which the Seller or any of its properties are subject.
3.4 Consents. Except as set forth on Exhibit 3.4, no notices, reports or other
filings are required to be made by the Seller with, nor are any consents, licenses, permits, government
authorizations or approvals required to be obtained by the Seller from, any person in connection with the
execution and delivery of this Agreement or the Assignment by the Seller or the consummation by the
Seller of the transactions contemplated hereby or thereby.
3.5 Brokers' Fees. Except for Communications Equity Associates and the brokerage
fee due Communications Equities Associates in connection with the transactions contemplated by this
Agreement (which brokerage fee will be paid by Seller), neither Seller nor anyone on its behalf has
retained any broker, finder or agent or agreed to pay any brokerage fee, finder's fee or commission with
respect to the transactions contemplated by this Agreement.
3.6 Claims Against Seller. Seller is not a party to any pending or threatened suit,
claim, action or proceeding in any court or before any arbitrator, administrative or other governmental
agency or authority that relates to or affects or might affect this Agreement or the Limited Partnership
Interests and Seller knows of no basis for any of the foregoing.
3.7 Liabilities. Seller has no liabilities of any nature whatsoever attributable to the
Limited Partnership Interests that will impose transferee liability upon Buyer as a result of its purchase of
such Limited Partnership Interests.
4. Representations and Warranties by the Buyer. The Buyer represents and warrants to the
Seller as follows:
4.1 Organization. Buyer is a limited liability limited partnership duly organized and
validly existing under the laws of the State of Colorado and has all requisite partnership power and
authority to carry on its business as currently conducted and to own, lease, use and operate its assets.
4.2 Valid and Binding Obligation. The execution and delivery by Buyer of, and the
performance by Buyer of its obligations under, and the consummation by Buyer of the transactions
contemplated by, this Agreement have been duly authorized by all requisite partnership action of Buyer.
This Agreement constitutes the valid and binding obligation of the Buyer enforceable against it in
accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditor's rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).
4.3 Consents of Third Parties. The execution, delivery and performance of this
Agreement by the Buyer will not (a) conflict with or result in the breach or termination of, or constitute a
default under, any lease, agreement, commitment or other instrument, or any order, judgment or decree to
which the Buyer is a party or by which the Buyer is bound, or (b) constitute a violation by the Buyer of
any law or regulation applicable to the Buyer. No consent, approval or authorization of, or designation,
declaration or filing with, any governmental authority is required on the part of the Buyer in connection
with the execution, delivery and performance of this Agreement.
4.4 Litigation. There is no claim, litigation, proceeding or governmental
investigation pending or, to the best of the Buyer's knowledge, threatened, or any order, injunction or
decree outstanding, against Buyer, that would prevent the consummation of the transactions contemplated
by this Agreement.
4.5 Finders' and Brokers' Fees. No finders' fees, brokerage or agents' commissions
or other like payments are payable to any third party or parties by reason of any agreement or resulting
from Buyer's use of any finder, broker, agent or other intermediary in connection with the negotiations
relative to this Agreement or the consummation of the transactions contemplated hereby.
4.6 Investment Intent. The Buyer's purchase of the Limited Partnership Interests is
for the Buyer's own account, for investment only and not with a view to, or for resale in connection with,
the distribution thereof in whole or in part.
4.7 No Pending Transaction; Disclosure. Other than the possible sale of
substantially all of the assets of the Partnership to Buyer (the "Asset Sale"), none of the Partnership, R/N,
Rifkin & Associates, Inc., or Rifkin is currently discussing the sale of any material portion of the
Partnership's assets with any third party.
4.8 Offer to Purchase Other Limited Partnership Interests in the Partnership and R/N.
The Buyer has either offered or prior to the C~osing Date will offer to purchase all of the limited
partnership interests in the Partnership and PiN other than the Limited Partnership Interests for the same
pro rata purchase price as provided herein for the Limited Partnership Interests.
5. Further Agreements of the Parties.
5.1 Sales Taxes. The Seller and the Buyer shall each pay one half of any state and
local sales, transfer and other similar taxes and fees pa3~able in connection with the purchase of the
Limited Partnership Interests pursuant to this Agreement. Seller will have no obligation for any taxes
related to any Asset Sale.
5.2 Releases. At the Closing, the Seller shall deliver to the Buyer, the Partnership
and R/N a release, in the form of Exhibit 5.2, that unconditionally and irrevocable releases the Partnership
and R/N from any obligations to Seller relating to Seller being a limited partner of the Partnership, and
R/N and arising prior to the Closing.
4
5.3 Further Assurances. At any time and from time to time after the Closing, each of
the parties shall, without further consideration, execute and deliver to the other parties such additional
instruments of transfer and assumption, and shall take such other action as the other may request to carry
out the transactions contemplated by this Agreement.
5.4 Hart Scott Rodino Act Notification. As soon as practicable after the execution of
this Agreement, but in any event no later than thirty (30) days after such execution, the Partnership and
the Buyer will each complete and file, or cause to be completed and filed, any notification and report
required to be filed under the Hart Scott Rodino Act ("HSR Act"). The Partnership and the Buyer will
take any additional action that may be necessary, proper or advisable, will cooperate to prevent
inconsistencies between their respective filings and will furnish to each other such necessary information
and reasonable assistance as the other may reasonably request in connection with its preparation of
necessary filings or submissions under the HSR Act. The Partnership and the Buyer will each bear one-
half of the filing fees in connection with any filing under the HSR Act at the time of filing. The Purchase
Price hereunder will be reduced at Closing by $4,245.75, representing the Seller's pro rata share of one-
half of the HSR filing fee in the event that the notification and report is required to be filed under the HSR
Act.
6. Conditions to Closing.
6.1 Conditions Precedent to the Obligations of the Buyer. The Buyer's obligation to
consummate the transactions under this Agreement is subject to the fulfillment, at or prior to the Closing,
of each of the following conditions (any of which may be waived in writing by the Buyer):
(a) each representation and warranty of the Seller under this Agreement shall
be true in all material respects at and as of the time of the Closing with the same effect as though each
representation and warranty had been made again at and as of that time;
(b) the Seller shall have performed and complied in all material respects
with each obligation, covenant and condition required by this Agreement to be performed or complied
with by it prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a court
of competent jurisdiction in an action or proceeding against the consummation of the transactions
contemplated by this Agreement;
(d) since the date of the Partnership's last audited financial statements, there shall
have been no material adverse change in the condition (financial or otherwise), business, operations or
assets of the Partnership or the System or in the terms or conditions of any of the System's franchise
agreements;
(e) there shall be no pending or, to the best of the knowledge of the Seller,
threatened, litigation, proceeding or governmental investigation relating to the transactions contemplated
by this Agreement;
(f) at or prior to the Closing the Buyer shall have consummated the
replacement of its current senior credit facility with a new credit facility in the aggregate amount of at
least Three Hundred Forty-Five Million Dollars ($345,000,000); and
(g) the Seller shall have furnished the Buyer with a certificate dated the
Closing Date, in form and substance satisfactory to the Buyer, certifying to the fulfillment of the
conditions set forth in Sections 6. l(a) through 6.1(c).
(h) at the Closing, all of the required governmental or franchise consents
required as a consequence of the transactions contemplated by this Agreement (the "Required Consents")
shall have been obtained.
(i) in the event that the closing of the transactions contemplated by the
General Partnership Interest Purchase Agreement between Buyer and Riflcin/Narragansett are not
consummated contemporaneous with the Closing, Rifkin/Narragansett shall have delivered a power of
attorney to Rifkin/Miami Management Corp. ("Rifkin/Miami"), the co-general partner of R/N, in the form
attached hereto as Exhibit 6.1(i) appointing it as Rifkin/Narragansett's attorney in fact and agent in order
to take any and all actions with respect to the Partnership and R/N that Rifkin/Miami deems necessary or
proper. After the Closing, the Partnership and P/N shall indemnify and hold harmless
Rifkin/Narragansett from and against all loss, liability, damage and expense (including reasonable fees
and expenses of counsel) which Rifkinfi'qarragansett may incur or become liable for arising from any
actions taken by Rifkin/Miami pursuant to such power of attorney, other than liabilities arising in the
ordinary and usual course of the Partnership's or R/N's business for which the co-general partners of R/N
are liable in their capacity as general partners of R/N.
(j) at the Closing, the transactions contemplated by the LP Purchase
Agreements shall have been consummated simultaneously with the Closing.
(k) At the Closing, the Seller shall have delivered the documents referred to
in Section 7.1 hereof.
6.2 Conditions Precedent to the Obligations of the Seller. The Seller's obligation to
consummate the transactions under this Agreement are subject to the fulfillment, at or prior to the
Closing, of each of the following conditions (any of which may be waived in writing by the Seller):
(a) each representation and warranty of the Buyer under this Agreement shall be
true in all material respects at and as of the time of the Closing with the same effect as though each
representation and warranty had been made at and as of that time;
(b) the Buyer shall have performed and complied in all material respects with all
obligations, covenants and conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a court
of competent jurisdiction in an action or proceeding against the consummation of the transactioris
contemplated by this Agreement;
(d) the Seller shall have been fumished with a certificate of an officer of the
Buyer, dated the Closing Date, in form and substance satisfactory to it, certifying as to the fulfillment of
the conditions set forth in Sections 6.2(a) through 6.2(c).
(e) at the Closing, the transactions contemplated by the LP Purchase
Agreements shall have been consummated simultaneously with the Closing.
7. Transactions at the Closing.
7.1 At the Closing, the Seller shall deliver to the Buyer the following:
(a) instruments of transfer in form and substance reasonably satisfactory to the
Buyer and its counsel as shall be effective to vest in Buyer valid title, free and clear of any liens, claims,
security interests or other encumbrances, to the Limited Partnership Interests being sold pursuant to this
Agreement;
(b) the certificate referred to in Section 6.1(g);
(c) the release referred to in Section 5.2;
(d) the power of attorney of Rifkin/Narragansett referred to in Section 6.1(i), if
applicable;
(f) certified resolutions establishing the authorization of this Agreement and
any other instruments, documents, or certiqcates executed by Seller in connection herewith, as well as all
actions required to be taken hereunder;
(g) a good standing certificate from the Secretary of State of Delaware.
7.2 Documents to the Delivered by Buyer. At the Closing, the Buyer shall deliver t.o
the Seller the following:
(a) wire transferred funds in the amount of the Purchase Price;
(b) the certificate referred to in Section 6.2(d);
(c) certified resolutions establishing the authorization of this Agreement and any
other instruments, documents, or certificates executed by Seller in connection herewith, as well as all
actions required to be taken hereunder;
8. Survival of Representations and Warranties; Indemnification.
8.1 Survival. All representations, warranties and agreements by the Seller shall
survive the Closing notwithstanding any investigation at any time by or on behalf of the Buyer, and shall
not be considered waived by the Buyer's consummation of the transactions contemplated by this
Agreement with knowledge of any breach or misrepresentation by the Seller. All representations,
warranties and agreements by the Buyer shall survive the Closing notwithstanding any investigation at
any time by or on behalf of the Seller, and shall not be considered waived by the Seller's consummation
of the transactions contemplated by this Agreement with knowledge of any breach or misrepresentation
by the Buyer.
8.2 Indemnification.
(a) The Seller shall indemnify and hold harmless the Buyer against all loss,
liability, damage or expense (including reasonabl~ fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Buyer may suffer, sustain or become subject to
as a result of any breach of any representation, warranty, covenant or other agreement made by Seller
contained in this Agreement, or any misrepresentation by the Seller in this Agreement.
7
(b) The Buyer shall indemnify and hold harmless the Seller against all loss,
liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Seller may suffer, sustain or become subject to as
a result of any breach of any representation, warranty, covenant or other agreement made by Buyer
contained in this Agreement, or any misrepresentation by the Buyer in this Agreement.
9. Miscellaneous.
9.1 Notices. Any notice or other communication under this Agreement shall be in
writing and shall be considered given when delivered personally or sent by facsimile on a business day
between the hours of 8:00 a.m. and 6:00 p.m. (MDT) (or on the following business day if sent after 6:00
p.m.), one day after being sent by a major overnight courier, or upon the first attempted delivery by
certified mail, return receipt requested, to the parties at the addresses set forth below (or at such other
address as a party may specify by notice to the other):
If to the Buyer:
InterLink Communications Partners, LLLP.
360 South Monroe Street, Suite 600
Denver, Colorado 80209
Attention: Kevin B. Allen
Facsimile: 303/322-3553
If to the Seller:
Narragansett Capital, Inc.
c/o Gregory P. Barber & Associates, Inc.
The Summit South, Suite 400
300 Centerville Road
Warwick, RI 02886
Attention: Gregory P. Barber
Facsimile: 401/732-8110
9.2 Entire Agreement. This Agreement, including the exhibits, contains a complete
statement of all the arrangements among the parties with respect to its subject matter, supersedes any
previous agreements among them relating to that subject matter, and cannot be changed or terminated
orally.
9.3 Headings. The section headings of this Agreement are for reference purposes
only and are to be given no effect in the construction or interpretation of this Agreement.
9.4 Governing Law. This Agreement shall be governed by and construed in
accordance with law of the State of Colorado applicable to agreements made and to be performed in
Colorado.
9.5 Severability. If any provision of this Agreement is invalid or unenforceable,
the balance of this Agreement shall remain in effect.
9.6 Waiver. No waiver of any provision shall be construed as a waiver of any other
provision. Any waiver must be in writing.
9.7 Assignment. No party may assign any of its rights or delegate any of its duties
under this Agreement without the consent of the other parties, except that the Buyer may assign any of its
rights and delegate any of its duties to an entity controlled by the Buyer or affiliated with the Buyer
provided Buyer shall not be released of its obligations hereunder.
9.8 Publicity. Except as required by applicable law, no party shall issue any press
release or other public statement regarding the transactions contemplated by this Agreement without the
prior written consent of the other parties.
9.9 Counterparts. This Agreement may be executed in counterparts, which together
shall constitute the same instrument.
9.10 Arbitration. The exclusive method of resolving any controversy, claim, dispute
or question in connection with or with respect to this Agreement shall be by arbitration before a single
arbitrator. Any arbitration shall be held in Denver, Colorado under the Commercial Arbitration Rules of
the American Arbitration Association. The parties shall cooperate fully with each other (including with
respect to reasonable discovery, if requested) and the arbitrator so selected, to complete the arbitration as
soon as possible. The parties shall request that the arbitrator give written reasons for any award rendered
in any matter in dispute and any award rendered shall be final and binding on the parties, shall not be
subject to appeal, and judgment upon any award may be entered in any court having jurisdiction. The
parties shall instruct the arbitrator to make a fair allocation among the parties of the cost (including the
fees and expenses of the arbitrator and of each party's counsel) associated with the arbitration, taking into
account the merits of their claims and their defenses.
9.11 Seller's Right to Terminate. The Seller shall have the right to terminate its
obligations under this Agreement in the event that the Closing has failed to occur for any reason (other
than a breach by the Seller of its obligations hereunder) by December 30, 1998, and notwithstanding
anything herein to the contrary, in such instance, the Seller's sole recourse shall be to terminate its
obligations under this Agreement.
The parties hereby execute this Agreement as of the date first above written.
BUYER:
INTERLINK COMMUNICATIONS PARTNERS,
LLLP.
SELl ,ER:
NARRAGP~SETT/M1AMI CABLE
INVESTTT, INC.
Gregory ~. Bar'er, l~esid~nt~
g:~fkins'~54231-inteflink~98003'~mci Ip purchase agreement for gold coast.doc
10
EXHIBIT 3.4
CONSENTS
Consents required under any of the Partnership's franchises,
licenses or operating agreements, which the Partnership shall be
responsible for obtaining.
EXHIBIT 5.2
RELEASE
This Release is dated ., 1998 from Narragansett/Miami Cable
Investment, Inc. ("Releasor") to InterLink Communications Partners, LLLP ("InterLink"),
Rifkin/Narragansett South Florida CATV Limited Partnership (the "Partnership") and R/N South Florida
Cable Management Limited Partnership ("R/N").
Recitals
A. Releasor and InterLink are parties to that certain Limited Partnership Interests Purchase
Agreement dated ., 1998 (the "Agreement").
B. This Release is being delivered pumuant to Section 5.2 of the Agreement.
Release
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Releasor, for itself, its
successors and assigns, hereby releases and forever discharges the Partnership and IUN of all rights and
claims of Releasor under the Agreement of Limited Partnership of the Partnership dated as of April 20,
1988 and the Agreement of Limited Partnership of R/N dated as of April 20, 1988, as amended to date,
respectively.
EXECUTED this day of ,1998.
NARRAGANSETT/MIAMI CABLE INVESTMENT,
INC.
By:
Gregory P. Barber, President
EXHIBIT 6.I (i)
SPECIAL POWER OF ATTOI~NEY
RIFKIN/NARRAGANSETT SOUTH FLORIDA CABLE MANAGEMENT CORP.
("Rifkin/Narragansett"), hereby grants to RIFK1N/MIAMI MANAGEMENT CORP. ("Rifkin/Miami"), a
special power of attorney and constitutes and appoints Rifkin/Miami as the attorney-in-fact for
Rifkin/Narragansett to act for and represent Rifkin/Narragansett, and to perform any and all actions in
Rifkin/Narragansett's name and on its behalf, in connection with all matters that Rifkin/Miami deems
necessary, proper or appropriate in conducting and operating the business of Rifkin/Narragansett South
Florida CATV Limited Partnership, including without limitation, the execution, acknowledgement,
delivery and receipt of any and all agreements, documents, certificates or contracts as Rilkin/Miami shall
deem necessary, proper, or appropriate to carry out the purposes of this power of attorney with such
terms, clauses, covenants, warranties and agreements to be therein contained as Rifkin/Miami shall deem
proper and expedient.
EXECUTED this __ day of ., 1998.
RIFKIN/NARRAGANSETT SOUTH FLORIDA
CABLE MANAGEMENT CORP.
By:.
Name:
Title:
STATE OF
COUNTY OF
Subscribed and sworn to before me this day of
,1998 by
Witness my hand and official seal.
My commission expires:
[SEAL]
Notary Public
\~DEBDC BDENDATA/StOry J~5423 I- L'~terLink Communications parmers, LLLI~,98003 llaflan.Narragansett Power of Attorney doc
EXHIBIT l(b)
LIMITED PARTNERSHIP INTERESTS PURCHASE AGREEMENT
between
INTERLINK COMMUNICATIONS PARTNERS, LLLP.
and
NARRAGANSETT CAPITAL PARTNERS-A, L.P.
November 20, 1998
THIS LIMITED PARTNERSHIP INTERESTS PURCHASE AGREEMENT effective as of the
20th day of November, 1998 is by and between InterLink Communications Partners, LLLP ("Buyer") and
Narragansett Capital Partners-A, L.P. ("Seller").
Seller owns a special limited partnership interest in Rifkin/Narragansett South Florida CATV
Limited Partnership (the "Partnership") and a limited partnership interest in the general partner of the
Partnership, RfN South Florida Cable Management Limited Partnership ("R/N") (collectively, the
"Limited Partnership Interests"). The Partnership owns a cable television system in Miami Beach,
Florida (the "System"). This Agreement provides for the purchase by the Buyer of the Limited
Partnership Interests and various related matters. Buyer is also entering into an agreement with
Rifkin/Narragansett South Florida Cable Management Corp. ("Rifkin/Narragansett") as of the date hereof
for the purchase of the co-general partnership interest in IUN owned by Rifkin/Narragansett and an
agreement with Narragansett/Miami Cable Investment, Inc. ("Cable Investment") as of the date hereof for
the purchase of the special limited partnership interest in the Partnership and the limited partnership
interest in R/N owned by Cable Investment and agreements with each of the Prudential Life Insurance
Company of America ("Prudential") and Pruco Life Insurance Company ("Pruco") as of the date hereof
for the purchase of the limited partnership interests in R/N owned by Prudential and Pruco. The
agreements with Cable Investment, Prudential and Pruco are hereinafter referred to as the "LP Pumhase
Agreements". Accordingly, it is agreed as follows:
1. Purchase and Sale.
1.1 Purchase and Sale of the Limited Partnership Interests. Subject to the terms and
conditions hereinafter set forth, on the Closing Date, Buyer hereby agrees to purchase from Seller, and
Seller hereby agrees to sell to Buyer the Limited Partnership Interests.
1.2
Thirty Four Million
($34,667,267).
Purchase Price. The purchase price for the Limited Partnership Interests shall be
Six Hundred Sixty-Seven Thousand Two Hundred Sixty-Seven Dollars
1.3 Payment of Purchase Price. At the Closing (as hereinafter defined) the Purchase
Price attributable to the Limited Partnership Interests shall be payable by the wire transfer of immediately
available funds to the account designated by the Seller.
2. Closing.
The closing of the transactions contemplated by this Agreement (the "Closing") shall take
place at the offices of Baker & Hostet~er LLP, 303 East 17th Avenue, Denver, Colorado (or at such other
place as the parties may agree in writing) on December 30, 1998, or on such other date as the parties may
agree upon in writing (the "Closing Date").
3. Representations and Warranties by the Seller. The Seller represents and warrants to the
Buyer as follows as of the date hereof and on the Closing Date:
3.1 Ownership of Limited Partnership Interests. The Limited Partnership
Interests are held of record and owned beneficially by the Seller, free and clear of any conflicting claim or
ownership, mortgage, security interest, lien, pledge, claim, right of first refusal, option, charge, covenant,
restriction, reservation, order, decree, judgment, stipulation, settlement, attachment, restriction, objection
or any other encumbrance of any nature whatsoever (collectively, "Encumbrances") other than as set forth
in (x) the Agreement of Limited Partnership of the Partnership dated as of April 20, 1988 (the
"Partnership Agreement"), (y) the Agreement of Limited Partnership of RA'q dated as of April 20, 1988,
as amended to date (the "R/N Agreement") and (z) any agreement with Monroe M. Rit'kin ("Rifkin") or
his affiliates (the "Rifkin Agreements"). The Limited Partnership Interests are the only direct interests
owned by the Seller in the Partnership or R/N other than the general partnership interest in R/N held by
Rifkin/Narragansett. At the Closing, the Seller shall deliver :o the Buyer, and the Buyer shall acquire
good and valid title to the Limited Partnership Interests, free and clear of all Encumbrances and the Buyer
shall constitute the sole beneficial and record owner thereof.
3.2 Authority. The Seller has all requisite power and authority to execute and
deliver, and to perform its obligations under, this Agreement and any other document by which the Seller
assigns the Limited Partnership Interests (the "Assignment"). This Agreement and the Assignment have
been duly authorized by all necessary action. This Agreement has been duly executed and delivered by
the Seller and is, and the Assignment upon execution and delivery will be, the valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its terms.
3.3 No Conflicts. Neither the execution and delivery by the Seller of this
Agreement or the Assignment nor compliance by the Seller with the terms and provisions hereof or
thereof will conflict with or result in a breach of any of the terms, conditions or provisions of (i) the
certificate of limited partnership or the Partnership Agreement of the Seller, (ii) any judgment, order,
injunction, decree or ruling of any court or of any governmental entity, domestic or foreign, or any law,
statute or regulation, domestic or foreign, or any law, statute or regulation, domestic or foreign, to which
the Seller is subject, or (iii) subject to the receipt of any consents required under the provisions of the
Partnership Agreement, the RZN Agreement, and any Rifkin Agreement, any agreement, contract or
commitment to which the Seller is a party or to which the Seller or any of its properties are subject.
3.4 Consents. Except as set forth on Exhibit 3.4, no notices, reports or other
filings are required to be made by the Seller with, nor are any consents, licenses, permits, government
authorizations or approvals required to be obtained by the Seller from, any person in connection with the
execution and delivery of this Agreement or the Assignment by the Seller or the consummation by the
Seller of the transactions contemplated hereby or thereby.
3.5 Brokers' Fees. Except for Communications Equity Associates and the brokerage
fee due Communications Equities Associates in connection with the transactions contemplated by this
Agreement (which brokerage fee will be paid by Seller), neither Seller nor anyone on its behalf has
retained any broker, finder or agent or agreed to pay any brokerage fee, finder's fee or commission with
respect to the transactions contemplated by this Agreement.
3.6 Claims Against Seller. Seller is not a party to any pending or threatened suit,
claim, action or proceeding in any court or before any arbitrator, administrative or other governmental
agency or authority that relates to or affects or might affect this Agreement or the Limited Partnership
Interests and Seller knows of no basis for any of the foregoing.
3.7 Liabilities. Seller has no liabilities of any nature whatsoever attributable to the
Limited Partnership Interests that will impose transferee liability upon Buyer as a result of its purchase of
such Limited Partnership Interests.
3
4. Representations and Warranties by the Buyer. The Buyer represents and warrants to the
Seller as follows:
4.1 Organization. Buyer is a limited liability limited partnership duly organized and
validly existing under the laws of the State of Colorado and has all requisite partnership power and
authority to carry on its business as currently conducted and to own, lease, use and operate its assets.
4.2 Valid and Binding Obligation. The execution and delivery by Buyer of, and the
performance by Buyer of its obligations under, and the consummation by Buyer of the transactions
contemplated by, this Agreement have been duly authorized by all requisite partnership action of Buyer.
This Agreement constitutes the valid and binding obligation of the Buyer enforceable against it in
accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditor's rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).
4.3 Consents of Third Parties. The execution, delivery and performance of this
Agreement by the Buyer will not (a) conflict with or result in the breach or termination of, or constitute a
default under, any lease, agreement, commitment or other instrument, or any order, judgment or decree to
which the Buyer is a party or by which the Buyer is bound, or (b) constitute a violation by the Buyer of
any law or regulation applicable to the Buyer. No consent, approval or authorization of, or designation,
declaration or filing with, any governmental authority is required on the part of the Buyer in connection
with the execution, delivery and performance of this Agreement.
4.4 Litigation. There is no claim, litigation, proceeding or governmental
investigation pending or, to the best of the Buyer's knowledge, threatened, or any order, injunction or
decree outstanding, against Buyer, that would prevent the consummation of the transactions contemplated
by this Agreement.
4.5 Finders' and Brokers' Fees. No finders' fees, brokerage or agents' commissions
or other like payments are payable to any third party or parties by reason of any agreement or resulting
from Buyer's use of any finder, broker, agent or other intermediary in connection with the negotiations
relative to this Agreement or the consummation of the transactions contemplated hereby.
4.6 Investment Intent. The Buyer's purchase of the Limited Partnership Interests is
for the Buyer's own account, for investment only and not with a view to, or for resale in connection with,
the distribution thereof in whole or in part.
4.7 No Pending Transaction; Disclosure. Other than the possible sale of
substantially all of the assets of the Partnership to Buyer (the "Asset Sale"), none of the Partnership, R/N,
Rifkin & Associates, Inc., or Rifkin is currently discussing the sale of any material portion of the
Partnership's assets with any third party.
4.8 Offer to Purchase Other Limited Partnership Interests in the Partnership and R/N.
The Buyer has either offered or prior to the Closing Date will offer to purchase all of the limited
partnemhip interests in the Partnership and R/N other than the Limited Partnership Interests for the same
pro rata purchase price as provided herein for the Limited Partnership Interests. _
4
5. Further Agreements of the Parties.
5.1 Sales Taxes. The Seller and the Buyer shall each pay one half of any state and
local sales, transfer and other similar taxes and fees payable in connection with the purchase of the
Limited Partnership Interests pursuant to this Agreement. Seller will have no obligation for any taxes
related to any Asset Sale.
5.2 Releases. At the Closing, the Seller shall deliver to the Buyer, the Partnership
and R/N a release, in the form of Exhibit 5.2, that unconditionally and irrevocable releases the Partnership
and R/N from any obligations to Seller relating to Seller being a limited partner of the Partnership, and
RfN and arising prior to the Closing.
5.3 Further Assurances. At any time and from time to time after the Closing, each of
the parties shall, without further consideration, execute and deliver to the other parties such additional
instruments of transfer and assumption, and shall take such other action as the other may request to carry
out the transactions contemplated by this Agreement.
5.4 Hart Scott Rodino Act Notification. As soon as practicable after the execution of
this Agreement, but in any event no later than thirty (30) days after such execution, the Partnership and
the Buyer will each complete and file, or cause to be completed and filed, any notification and report
required to be filed under the Hart Scott Rodino Act ("HSR Act"). The Partnership and the Buyer will
take any additional action that may be necessary, proper or advisable, will cooperate to prevent
inconsistencies between their respective filings and wilt furnish to each other such necessary informatio_n
and reasonable assistance as the other may reasonably request in connection with its preparation of
necessary filings or submissions under the HSR Act. The Partnership and the Buyer will each bear one-
half of the filing fees in connection with any filing under the HSR Act at the time of filing. The Purchase
Price hereunder will be reduced at Closing by $9,906.75, representing the Seller's pro rata share of one-
half of the HSR filing fee in the event that the notification and report is required to be filed under the HSR
Act.
6. Conditions to Closing.
6.1 Conditions Precedent to the Obligations of the Buyer. The Buyer's obligation to
consummate the transactions under this Agreement is subject to the fulfillment, at or prior to the Closing,
of each of the following conditions (any of which may be waived in writing by the Buyer):
(a) each representation and warranty of the Seller under this Agreement shall
be true in all material respects at and as of the time of the Closing with the same effect as though each
representation and warranty had been made again at and as of that time;
(b) the Seller shall have performed and complied in all material respects
with each obligation, covenant and condition required by this A~eement to be performed or complied
with by it prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a court
of competent jurisdiction in an action or proceeding against the consummation of the transactions
contemplated by this Agreement;
(d) since the date of the Partnership's last audited financial statements, there shall
have been no material adverse change in the condition (financial or otherwise), business, operations or
5
assets of the Partnership or the System or in the terms or conditions of any of the System's franchise
agreements;
(e) there shall be no pending or, to the best of the knowledge of the Seller,
threatened, litigation, proceeding or governmental investigation relating to the transactions contemplated
by this Agreement;
(f) at or prior to the Closing the Buyer shall have consummated the
replacement of its current senior credit facility with a new credit facility in the aggregate amount of at
least Three Hundred Forty-Five Million Dollars ($345,000,000); and
(g) the Seller shall have furnished the Buyer with a certificate dated the
Closing Date, in form and substance satisfactory to the Buyer, certifying to the fulfillment of the
conditions set forth in Sections 6.1 (a) through 6.1 (c).
(h) at the Closing, all of the required governmental or franchise consents
required as a consequence of the transactions contemplated by this Agreement (the "Required Consents")
shall have been obtained.
(i) in the event that the closing of the transactions contemplated by the
General Partnership Interest Purchase Agreement between Buyer and Rifkin/Narragansett are not
consummated contemporaneous with the Closing, Rifkin/Narragansett shall have delivered a power of
attorney to Rifl~in/Miami Management Corp. ("Rifkin/Miami"), the co-general partner of R/N, in the forln
attached hereto as Exhibit 6.1(i) appointing it as Rifkin/Narragansett's attorney in fact and agent in order
to take any and all actions with respect to the Partnership and P, dN that RifkinfMiami deems necessary or
proper. After the Closing, the Partnership and R/N shall indemnify and hold harmless
Rifkin/Narragansett from and against all loss, liability, damage and expense (including reasonable fees
and expenses of counsel) which RifkirffNarragansett may incur or become liable for arising from any
actions taken by Rifkin/Miami pursuant to such power of attorney, other than liabilities arising in the
ordinary and usual course of the Partnership's or R/N's business for which the co-general partners of R/N
are liable in their capacity as general partners of PriN.
(j) at the Closing, the transactions contemplated by the LP Purchase
Agreements shall have been consummated simultaneously with the Closing.
(k) At the Closing, the Seller shall have delivered the documents referred to
in Section 7.1 hereof.
6.2 Conditions Precedent to the Obligations of the Seller. The Seller's obligation to
consummate the transactions under this Agreement are subject to the fulfillment, at or prior to the
Closing, of each of the following conditions (any of which may be waived in writing by the Seller):
(a) each representation and warranty of the Buyer under this Agreement shall be
true in all material respects at and as of the time of the Closing with the same effect as though each
representation and warranty had been made at and as of tha: time;
(b) the Buyer shall have performed and complied in all material respects with all
obligations, covenants and conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a court
of competent jurisdiction in an action or proceeding against the consummation of the transactions
contemplated by this Agreement;
(d) the Seller shall have been furnished with a certificate of an officer of the
Buyer, dated the Closing Date, in form and substance satisfactory to it, certifying as to the fulfillment of
the conditions set forth in Sections 6.2(a) through 6.2(c).
(e) at the Closing, the transactions contemplated by the LP Purchase Agreements
shall have been consummated simultaneously with the Closing.
7. Transactions at the Closing.
7.1 At the Closing, the Seller shall deliver to the Buyer the following:
(a) instruments of transfer in form and substance reasonably satisfactory to the
Buyer and its counsel as shall be effective to vest in Buyer valid title, free and clear of any liens, claims,
security interests or other encumbrances, to the Limited Partnership Interests being sold pursuant to this
Agreement;
(b) the certificate referred to in Section 6.1(g);
(c) the release referred to in Section 5.2;
(d) the po~ver of attorney of Rifkin/Narragansett referred to in Section 6.1(i), if
applicable;
(e) certified resolutions establishing the authorization of this Agreement and
any other instruments, documents, or certificates executed by Seller in connection herewith, as well as all
actions required to be taken hereunder;
(f) a good standing certificate from the Secretary of State of Delaware.
7.2 Documents to the Delivered by Buyer. At the Closing, the Buyer shall deliver to
the Seller the following:
(a) wire transferred funds in the amount of the Purchase Price;
(b) the certificate referred to in Section 6.2(d);
(c) certified resolutions establishing the authorization of this Agreement and any
other instruments, documents, or certificates executed by Seller in connection herewith, as well as all
actions required to be taken hereunder;
8. Survival of Representations and Warranties; Indemnification.
8.1 Survival. All representations, warranties and agreements by the Seller shall
survive the Closing notwithstanding any investigation at any time by or on behalf of the Buyer, and shall
not be considered waived by the Buyer's consummation of the transactions contemplated by this
Agreement with knowledge of any breach or misrepresentation by the Seller. All representations,
warranties and agreements by the Buyer shall survive the Closing notwithstanding any investigation at
any time by or on behalf of the Seller, and shall not be considered waived by the Seller's consummation
7
of the transactions contemplated by this Agreement with knowledge of any breach or misrepresentation
by the Buyer.
8.2 Indemnification.
(a) The Seller shall indemnify and hold harmless the Buyer against all loss,
liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third parry or between the parties to this Agreement) the Buyer may suffer, sustain or become subject to
as a result of any breach of any representation, warranty, covenant or other agreement made by Seller
contained in this Agreement, or any misrepresentation by the Seller in this Agreement.
(b) The Buyer shall indemnify and hold harmless the Seller against all loss,
liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Seller may suffer, sustain or become subject to as
a result of any breach of any representation, warranty, covenant or other agreement made by Buyer
contained in this Agreement, or any misrepresentation by the Buyer in this Agreement.
9. Miscellaneous.
9.1 Notices. Any notice or other communication under this Agreement shall be in
writing and shall be considered given when delivered personally or sent by facsimile on a business day
between the hours of 8:00 a.m. and 6:00 p.m. (MDT) (or on the following business day if sent after 6:00
p.m.), one day after being sent by a major overnight courier, or upon the first attempted delivery by
certified mail, return receipt requested, to the parties at the addresses set forth below (or at such other
address as a party may specify by notice to the other):
If to the Buyer:
InterLink Communications Partners, LLLP.
360 South Monroe Street, Suite 600
Denver, Colorado 80209
Attention: Kevin B. Allen
Facsimile: 303/322-3553
If to the Seller:
Narragansett Capital, Inc.
c/o Gregory P. Barber & Associates, Inc.
The Summit South, Suite 400
300 Centerville Road
Warwick, RI 02886
Attention: Gregory P. Barber
Facsimile: 401/732-8110
8
9.2 Entire Agreement. This Agreement, including the exhibits, contains a complete
statement of all the arrangements among the parties with respect to its subject matter, supersedes any
previous agreements among them relating to that subject matter, and cannot be changed or terminated
orally.
9.3 Headings. The section headings of this Agreement are for reference purposes
only and are to be given no effect in the construction or interpretation of this Agreement.
9.4 Governing Law. This Agreement shall be governed by and construed in
accordance with law of the State of Colorado applicable to agreements made and to be performed in
Colorado.
9.5 Severability. If any provision of this Agreement is invalid or unenforceable,
the balance of this Agreement shall remain in effect.
9.6 Waiver. No waiver of any provision shall be construed as a waiver of any other
provision. Any waiver must be in writing.
9.7 Assignment. No party may assign any of its rights or delegate any of its duties
under this Agreement without the consent of the other parties, except that the Buyer may assign any of its
rights and delegate any of its duties to an entity controlled by the Buyer or affiliated with the Buyer
provided Buyer shall not be released of its obligations hereunder.
9.8 Publicity. Except as required by applicable law, no party shall issue any press
release or other public statement regarding the transactions contemplated by this Agreement without the
prior written consent of the other parties.
9.9 Counterparts. This Agreement may be executed in counterparts, which together
shall constitute the same instrument.
9.10 Arbitration. The exclusive method of resolving any controversy, claim, dispute or
question in connection with or with respect to this Agreement shall be by arbitration before a single
arbitrator. Any arbitration shall be held in Denver, Colorado under the Commercial Arbitration Rules of
the American Arbitration Association. The parties shall cooperate fully with each other (including with
respect to reasonable discovery, if requested) and the arbitrator so selected, to complete the arbitration as
soon as possible. The parties shall request that the arbitrator give written reasons for any award rendered
in any matter in dispute and any award rendered shall be final and binding on the parties, shall not be
subject to appeal, and judgment upon any award may be entered in any court having jurisdiction. The
parties shall instruct the arbitrator to make a fair allocation among the parties of the cost (including the
fees and expenses of the arbitrator and of each party's counsel) associated with the arbitration, taking into
account the merits of their claims and their defenses.
9.11 Seller's Right to Terminate. Ihe Seller shall have the right to terminate its
obligations under this Agreement in the event that the Closing has failed to occur for any reason (other
than a breach by the Seller of its obligations hereunder) by December 30, 1998, and noV,vithstanding
anything herein to the contrary, in such instance, the Seller's sole recourse shall be to terminate its
obligations under this Agreement.
The parties hereby execute this Agreement as of the date first above written.
BUYER:
9
INTERLINK COMMUNICATIONS PARTNERS,
LLLP.
By: Rif~in, Co., its general partner
SELLER:
NARRAGANSETT CAPITAL PARTNERS-A, L.P.
By: Narragan/?tt Capital Associates, L.P., its
General~Partner
Gregory P./Barb~{, General Phrtner
g:~if~ins~54231-inteflink~98003~ncpa Ip purchase agreement for gold coast.doc
10
EXHIBIT 3.4
CONSENTS
Consents required under any of the Partnership's franchises,
licenses or operating agreements, which the Partnership shall
responsible for obtaining.
be
EXHIBIT 5.2
RELEASE
This Release is dated _, 1998 from Narragansett Capital Partners-A,
L.P. ("Releasor") to InterLink Communications Partners, LLLP ("InterLink"), Rifkin/Narragansett South
Florida CATV Limited Parmership (the "Partnership") and RfN South Florida Cable Management
Limited Partnership ("RAN").
Recitals
A. Releasor and InterLink are parties to that certain Limited Partnership Interests Purchase
Agreement dated , 1998 (the "Agreement").
B. This Release is being delivered pursuant to Section 5.2 of the Agreement.
Release
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Releasor, for itself, its
successors and assigns, hereby releases and forever discharges the Partnership and R/N of all rights and
claims of Releasor under the Agreement of Limited Partnership of the Partnership dated as of April 20,
1988 and the Agreement of Limited Partnership of R/N dated as of April 20, 1988, as amended to date,
respectively.
EXECUTED this day of ,1998.
NARRAGANSETT CAPITAL PARTNERS-A, L.P.
By: Narragansett Capital Associates, L.P., its
General Partner
By:
Gregory P. Barber, General Partner
EXHIBIT 6.1 (i)
SPECIAL POWER OF ATTORNEY
RIFKIN/NARRAGANSETT SOUTH FLORIDA CABLE MANAGEMENT CORP.
("Rifkin/Narragansett"), hereby grants to RIFKIN/MIAMI MANAGEMENT CORP. ("Rifkin/Miami'), a
special power of attorney and constitutes and appoints Ritkin/Miami as the attorney-in-fact for
Rifkin/Narragansett to act for and represent Rifkin/Narragansett, and to perform any and all actions in
Rifkin/Narragansett's name and on its behalf, in connection with all matters that Rifkin/Miami deems
necessary, proper or appropriate in conducting and operating the business of Rifkin/Narragansett South
Florida CATV Limited Partnership, including without limitation, the execution, acknowledgement,
delivery and receipt of any and all agreements, documents, certificates or contracts as Rifkin/Miami shall
deem necessary, proper, or appropriate to carry out the purposes of this power of attorney with such
terms, clauses, covenants, warranties and agreements to be therein contained as Rifkin/Miami shall deem
proper and expedient.
EXECUTED this __ day of ,1998.
RIFKIN/NARRAGANSETT SOUTH FLORIDA
CABLE MANAGEMENT CORP.
By:
Name:
Title:
STATE OF
COUNTY OF
Subscribed and sworn to before me this __ day of
, 1998 by
Witness my hand and official seal.
My commission expires:
[SEAL]
Notary Public
EXHIBIT l(c)
GENERAL PARTNERSHIP INTEREST PURCHASE AGREEMENT
between
INTERLINK COMMUNICATIONS PARTNERS, LLLP.
aad
RIFKIN/NARRAGANSETT SOUTH FLORIDA CABLE MANAGEMENT CORP.
November 20, 1998
THIS GENERAL PARTNERSHIP INTEREST PURCHASE AGREEMENT effective as of the
20th day of November, 1998 is by and between InterLink Communications Partners, LLLP (the "Buyer")
and Rifkin/Narragansett South Florida Cable Management Corp. (the "Seller").
Seller owns a co-general partnership interest in R/N South Florida Cable Management Limited
Partnership ("R/N") (the "General Partnership Interest"). R/N is the general parmer of
Rifkin/Narragansett South Florida CATV Limited Pai'tnership (the "Partnership"). The Partnership owns
a cable television system in Miami Beach, Florida (the "System"). This Agreement provides for the
purchase by the Buyer of the General Partnership Interest and various related matters. Buyer is also
entering into agreements with Narragansett Capital Partners-A, L.P. ("Partners") and Narragansett/Miami
Cable Investment, Inc. ("Cable Investment") as of the date hereof for the pumhase of (i) the special
limited partnership interests in the Partnership owned by Partners and Cable Investment, and (ii) the
limited partnership interests in RJN owned by Partners and Cable Investment, and agreements with the
Prudential Insurance Company of America ("Prudential") and Pmco Life Insurance Company ("Pruco")
for the purchase of the limited partnership interests in R/N owned by Prudential and Pmco. The
agreements with Partners, Cable Investment, Prudential and Pruco are hereinafter collectively referred to
as the "LP Purchase Agreements"). Capitalized terms used herein and not defined shall have the
meanings set forth in the Agreement of Limited Partnership of R/N dated as of April 20, 1988, as
amended to date (the "Partnership Agreement").
Accordingly, it is agreed as follows:
1. Purchase and Sale.
1.1 Purchase and Sale of the General Partnership Interest. Subject to the terms and
conditions hereinafter set forth on the Closing Date, Buyer hereby agrees to purchase from Seller, and
Seller hereby agrees to sell to Buyer the General Partnership Interest.
1.2 Purchase Price. The purchase price for the General Partnership Interest (the
"Purchase Price") shall be Six Hundred Thirty-Five Thousand Nine Hundred Forty-Eight Dollars
'($635,948).
1.3 Pa,vment of Purchase Price. At the Closing (as hereinafter defined), the Purchase
Price attributable to the General Partnership Interest shall be payable by the wire transfer of immediately
available funds to the account designated by the Seller. In the event that the Buyer has made a loan to
Seller as provided in Section 5.5 hereof, the principal amount of such loan and all accrued interest shall be
credited to the Buyer and the Buyer will cancel the promissory note.
2. Closing.
The closing of the transactions contemplated by this Agreement (the "Closing") shall take
place at the offices of Baker & Hostetler LLP, 303 East 17th Avenue, Denver, Colorado (or at such other
place as the parties may agree in writing) within ten days of the satisfaction of all conditions precedent to
the obligations of all parties set forth herein, or on such other date as the parties may agree upon in
writing (the "Closing Date").
3. Representations and Warranties by the Seller. The Seller represents and warrants to the
Buyer as follows as of the date hereof and on the Closing Date:
3.1 Ownership of General Partnership Interest. The General Partnership Interest
is held of record and owned beneficially by the Seller, free and clear of any conflicting claim or
ownership, mortgage, security interest, lien, pledge, claim, right of first refusal, option, charge, covenant,
restriction, reservation, order, decree, judgment, stipulation, settlement, attachment, restriction, objection
or any other encumbrance of any nature whatsoever (collectively, "Encumbrances") other than as set forth
in the Agreement of Limited Partnership of R/N and any agreement with Mop,roe M. Rifkin ("Rifkin") or
his affiliates (the "Rifkin Agreements"). The General Partnership Interest is the only interest owned by
the Seller in PdN or the Partnership, other than the interests to be sold pursuant to the LP Purchase
Agreements. At the Closing, the Seller shall deliver to the Buyer, and the Buyer shall acquire good and
valid title to the General Partnership Interest, free and clear of all Encumbrances and the Buyer shall
constitute the sole beneficial and record owner thereof.
3.2 Authority. The Seller has all requisite power and authority to execute and
deliver, and to perform its obligations under, this Agreement and any other document by which the Seller
assigns the General Partnership Interest (the "Assignment"). This Agreement and the Assignment have
been duly authorized by all necessary action. This Agreement has been duly executed and delivered by
the Seller and is, and the Assignment upon execution and delivery will be, the valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its terms.
3.3 No Conflicts. Neither the execution and delivery by the Seller of this
Agreement or the Assignment nor compliance by the Seller with the terms and provisions hereof or
thereof will conflict with or result in a breach of any of the terms, conditions or provisions of (i) the
certificate of incorporation or the bylaws of the Seller, (ii) any judgment, order, injunction, decree or
ruling of any court or of any governmental entity, domestic or foreign, or any law, statute or regulation,
domestic or foreign, or any law, statute or regulation, domestic or foreign, to which the Seller is subject,
or (iii) subject to the receipt of the Required Consents (as defined below) and any consents required under
the provisions of the Partnership Agreement and any Rifkin Agreement, any agreement, contract or
commitment to which the Seller is a party or to which the Seller or any of its properties are subject.
3.4 Consents. All approvals and consents required to be obtained by Seller in
order to consummate the transactions by this Agreement or the Assignment other than the required
notification and report required to be filed under the Hart-Scott-Rodino Antitrust Improvements Act of
-1976 (the "HSR Act") are set forth on Exhibit 3.4 (the "Required Consents"). With the exception of the
Required Consents and the HSR notification and report, no notices, reports or other filings are required to
be made by the Seller with, nor are any consents, licenses, permits, government authorizations or
approvals required to be obtained by the Seller in connection with the execution and delivery of this
Agreement or the Assignment by the Seller or the consummation by the Seller of the transactions
contemplated hereby or thereby.
3.5 Brokers' Fees. Except for Communications Equities Associates and the
brokerage fee due Communications Equities Associates in connection with the transactions contemplated
by this Agreement (which brokerage fee will be paid by Seller), neither Seller nor anyone on its behalf
has retained any broker, finder or agent or agreed to pay any brokerage fee, finder's fee or commission
with respect to the transactions contemplated by this Agreement.
3.6 Claims Against Seller. Seller is not a part).' to any pending or threatened suit,
claim, action or proceeding in any court or before any arbiLrator, administrative or other governmental
agency or authority that relates to or affects or might affect this Agreement or the General Partnership
Interest and Seller knows of no basis for any of the foregoing.
3.7 Liabilities. Seller has no liabilities of any nature whatsoever attributable to the
General Partnership Intdrest that will impose transferee liability upon Buyer as a result of its purchase of
such General Partnership Interest, except as arise directly from serving as co-general partner of PriN.
4. Representations and Warranties by the Buyer. The Buyer represents and warrants to the
Seller as follows:
4.1 Organization. Buyer is a limited liability limited partnership duly organized and
validly existing under the laws of the State of Colorado and has all requisite partnership power and
authority to carry on its business as currently conducted and to own, lease, use and operate its assets.
4.2 Valid and Binding Obligation. The execution and delivery by Buyer of, and the
performance by Buyer of its obligations under, and the consummation by Buyer of the transactions
contemplated by, this Agreement have been duly authorized by all requisite partnership action of Buyer.
This Agreement constitutes the valid and binding obligation of the Buyer enforceable against it in
accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditor's rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).
4.3 Consents of Third Parties. The execution, delivery and performance of this
Agreement by the Buyer will not (a) conflict with or result in the breach or termination of, or constitute a
default under, any lease, agreement, commitment or other instrument, or any order, judgment or decree to
which the Buyer is a party or by which the Buyer is bound, or (b) constitute a violation by the Buyer of
any law or regulation applicable to the Buyer. No consent, approval or authorization of, or designation,
declaration or filing with, any governmental authority is required on the part of the Buyer in connection
with the execution, delivery and performance of this Agreement.
4.4 Litigation. There is no claim, litigation, proceeding or governmental
investigation pending or, to the best of the Buyer's knowledge, threatened, or any order, injunction or
decree outstanding, against Buyer, that would prevent the consummation of the transactions contemplated
by this Agreement.
4.5 Finders' and Brokers' Fees. No finders' fees, brokerage or agents' commissions
or other like payments are payable to any third party or parties by reason of any agreement or resulting
from Buyer's use of any finder, broker, agent or other intermediary in connection with the negotiations
relative to this Agreement or the consummation of the transactions contemplated hereby.
4.6 Investment Intent. The Buyer's purchase of the General Partnership Interest is
for the Buyer's own account, for investment only and not with a view to, or for resale in connection with,
the distribution thereof in whole or in part.
4.7 No Pending Transaction; Disclosure. Other than the possible sale of
substantially all of the assets of the Partnership to Buyer (the "Asset Sale"), none of the Partnership, R/N,
Rifkin & Associates, Inc., or Rifkin is currently discussing the sale of any material portion of the
Partnership's assets with any third party.]
5. Further Agreements of the Parfies.
5.1 Sales Taxes. The Seller and the Buyer shall each pay one half of any state and
local sales, transfer and other similar taxes and fees payable in connection with the purchase of the
General Partnership Interest pursuant to this Agreement. Seller will have no obligation for any taxes
related to any Asset Sale.
4
5.2 Releases. At the Closing, the Seller shall deliver to the Buyer and R/N a release,
in the form of Schedule 5.2, that unconditionally and irrevocable releases R/N from any obligations to
Seller relating to Seller being a general partner of P, JN and arising prior to the Closing.
5.3 Further Assurances. At any time and from time to time after the Closing, each of
the parties shall, without further consideration, execute and deliver to the other parties such additional
instruments of transfer and assumption, and shall take such other action as the other may request to carry
out the transactions contemplated by this Agreement.
5.4 HSR Act Notification. As soon as practicable after the execution of this
Agreement, but in any event no later than thirty (30) days after such execution, the Partnership and the
Buyer will complete and file, or cause to be filed, any notification and report required to be filed under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). The Partnership and the Buyer
will take any additional action that may be necessary, proper or advisable, will cooperate to prevent
inconsistencies between their respective filings and will furnish to each other such necessary information
and reasonable assistance as the other may reasonably request in connection with its preparation of
necessary filings or submissions under the HSR Act. The Partnership and the Buyer will each bear one-
half of the filing fees in connection with any filing under the HSR Act at the time of filing. The Purchase
Price hereunder will be reduced at Closing by $191.25, representing the Seller's pro rata share of one-half
of the HSR filing fee in the event that the notification and report is required to be filed under the HSR
Act.
5.5 Loan to Seller. In the event that the Closing has not occurred by March 31,1999,
the Buyer agrees to make a $600,000 non-recourse interest free loan to the Seller secured solely by a
pledge of the General Partnership Interest. The principal of the loan shall be payable on the Closing Date
as a credit towards the Pumhase Price.
6. Conditions to Closing.
6.1 Conditions Precedent to the Obligations of the Buyer. The Buyer's obligation to
consummate the transactions under this Agreement is subject to the fulfillment, at or prior to the Closing,
of each of the following conditions (any of which may be waived in writing by the Buyer):
(a) each representation and warranty of the Seller under this Agreement shall
be true in alt material respects at and as of the time of the Closing with the same effect as though each
representation and warranty had been made again at and as of that time;
(b) the Seller shall have performed and complied in all material respects
with each obligation, covenant and condition required by this Agreement to be performed or complied
with by it prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a
court of competent jurisdiction in an action or proceeding against the consummation of the transactions
contemplated by this Agreement;
(d) since the date of the Partnership's last audited financial statements, there
shall have been no material adverse change in the condition (financial or otherwise), business, operations
or assets of the Partnership or the System or in the terms or conditions of any of the System's franchise
agreements;
(e) there shall be no pending or, to the best of the knowledge of the Seller,
threatened, litigation, proceeding or governmental investigation relating to the transactions contemplated
by this Agreement;
(f) at or prior to the Closing, the Buyer shall have consummated the
replacement of its current senior credit facility with a new credit facility in the aggregate amount of at
least Three Hundred Forty-Five Million Dollars ($345,000,000); and
(g) the Seller shall have furnished the Buyer with a certificate dated the
Closing Date, in form and substance satisfactory to the Buyer, certifying to the fulfillment of the
conditions set forth in Sections 6.1(a) through 6.1(c) and the other documents provided in Section 7.1
hereof.
(h) at the Closing, all of the Required Consents shall have been obtained and
all necessary pre-merger notifications required under the HSR Act will have been made with the Federal
Trade Commission and the United States Department of Justice and the prescribed waiting periods (and
any extensions thereof) will have expired or been terminated.
(i) at the Closing, the Seller shall have delivered the documents referred to
in Section 7.1 hereof.
6.2 Conditions Precedent to the Obligations of the Seller. The Seller's obligation to
consummate the transactions under this Agreement are subject to the fulfillment, at or prior to the
Closing, of each of the following conditions (any of which may be waived in writing by the Seller):
(a) each representation and warranty of the Buyer under this Agreement
shall be true in all material respects at and as of the time of the Closing with the same effect as though
each representation and warranty had been made at and as of that time;
(b) the Buyer shall have performed and complied in all material respects
'with all obligations, covenants and conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a
court of competent jurisdiction in an action or proceeding against the consummation of the transactions
contemplated by this Agreement;
(d) the Seller shall have been furnished with a certificate of an officer of the
Buyer, dated the Closing Date, in form and substance satisfactory to it, certifying as to the fulfillment of
the conditions set forth in Sections 6.2(a) through 6.2(c).
(e) At the Closing Date, the Buyer shall have consummated the transactions
contemplated by the LP Purchase Agreements.
7. Transactions at the Closing.
7. ! At the Closing, the Seller shall deliver to the Buyer the following:
(a) instruments of transfer in form and substance reasonably satisfactory to
the Buyer and its counsel as shall be effective to vest in Buyer valid title, free and clear of any liens,
6
claims, security interests or other encumbrances, to the General Partnership Interest being sold pursuant to
th is Agreement;
(b) the certificate referred to in Section 6.1(g);
(c) the release referred to in Section 5.2;
7.2 Documents to the Delivered by Buyer. At the Closing, the Buyer shall deliver to
the Seller the following:
(a) wire transferred funds in the amount of the Purchase Price tess the
principal amount of the promissory note referred to in Section 5.5 hereof, if applicable, and all accrued
interest;
(b) the certificate referred to in Section 6.2(d).
8. Survival of Representations and Warranties; Indemnification.
8.1 Survival. All representations, warranties and agreements by the Seller shall
survive the Closing notwithstanding any investigation at any time by or on behalf of the Buyer, and shall
not be considered waived by the Buyer's consummation of the transactions contemplated by this
Agreement with knowledge of any breach or misrepresentation by the Seller. All representations,
warranties and agreements by the Buyer shall survive the Closing notwithstanding any investigation at
any time by or on behalf of the Seller, and shall not be considered waived by the Seller's consummation
of the transactions contemplated by this Agreement with knowledge of any breach or misrepresentation
by the Buyer.
8.2 Indemnification.
(a) The Seller shall indemnify and hold harmless the Buyer against all loss,
.liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Buyer may suffer, sustain or become subject to
as a result of any breach of any representation, warranty, covenant or other agreement made by Seller
contained in this Agreement, or any misrepresentation by the Seller in this Agreement.
(b) The Buyer shall indemnify and hold harmless the Seller against all loss,
liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Seller may suffer, sustain or become subject to as
a result of any breach of any representation, warrant),, covenant or other agreement made by Buyer
contained in this Agreement, or any misrepresentation by the Buyer in this Agreement.
9. Miscellaneous.
9.1 Notices. Any notice or other communication under this Agreement shall be in
writing and shalI be considered given when delivered personally or sent by facsimile on a business day
between the hours of 8:00 a.m. and 6:00 p.m. (MDT) (or on the following business day if sent after 6:00
p.m.), one day after being sent by a major overnight courier, or upon the first attempted delivery by
certified mail, return receipt requested, to the parties at the addresses set forth below (or at such other
address as a party may specify by notice to the other):
If to the Buyer:
7
InterLink Communications Partners, LLLP.
360 South Monroe Street, Suite 600
Denver, Colorado 80209
Attention: Kevin B. Allen
Facsimile: 303/322-3553
If to the Seller:
Narragansett Capital, Inc.
c/o Gregory P. Barber & Associates, Inc.
The Summit South, Suite 400
300 Centerville Road
Warwick, RI 02886
Attention: Gregory P. Barber
Facsimile: 401/732-8110
9.2 Entire Agreement. This Agreement, including the schedules and exhibits,
contains a complete statement ofatl the arrangements among the parties with respect to its subject matter,
supersedes any previous agreements among them relating to that subject matter, and cannot be changed or
terminated orally.
9.3 Headings. The section headings of this Agreement are for reference purposes
only and are to be given no effect in the construction or interpretation of this Agreement.
9.4 Governing Law. This Agreement shall be governed by and construed in
accordance with law of the State of Colorado applicable to agreements made and to be performed in
Colorado.
9.5 Severability. If any provision of this Agreement is invalid or unenforceable,
'the balance of this Agreement shall remain in effect.
9.6 Waiver. No waiver of any provision shall be construed as a waiver of any other
provision. Any waiver must be in writing.
9.7 Assignment. No party may assign any of its rights or delegate any of its duties
under this Agreement without the consent of the other parties, except that the Buyer may assign any of its
rights and delegate any of its duties to an entity controlled by the Buyer or affiliated with the Buyer.
9.8 Publicity. Except as required by applicable law, no party shall issue any press
release or other public statement regarding the transactions contemplated by this Agreement without the
prior written consent of the other parties.
9.9 Counterparts. This Agreement may be executed in counterparts, which together
shall constitute the same instrument.
9.10 Arbitration. The exclusive method of resolving any controversy, claim, dispute
or question in connection with or with respect to this Agreement shall be by arbitration before a single
arbitrator. Any arbitration shall be held in Denver, Colorado under the Commercial Arbitration Rules of
the American Arbitration Association. The parties shall cooperate fully with each other (including with
respect to reasonable discovery, if requested) and the arbitrator so selected, to complete the arbitration as
soon as possible. The parties shall request that the arbitrator give written reasons for any award rendered
in any matter in dispute and any award rendered shall be final and binding on the parties, shall not be
subject to appeal, and judgment upon anx award may [;~ entered in any court having jurisdiction. The
parties shall instruct the arbitrator to make a fair allocation among the parties of the cost (including the
fees and expenses of the arbitrator and of each party's counsel) associated with the arbitration, taking into
account the merits of their claims and their defenses.
9.11 Seller's Right to Terminate. The Seller shall have the right to terminate its
obligations under this Agreement in the event that the closings under the LP Purchase Agreements have
failed to occur for any reason (other than a breach by any of the sellers in the LP Purchase Agreements)
by December 30, 1998, and notwithstanding anything herein to the contrary, in such instance, the Seller's
sole recourse shall be to terminate its obligations under this Agreement.
The parties hereby execute this Agreement as of the date first above written.
BUYER:
INTERLINK COMMUNICATIONS PARTNERS,
LLLP.
By: Rifkin, Co., its general partner
/
Title:
SELLER:
RIFKIN/N,~GANSETT SOUTH FLORIDA
CABLE Mi~. AGEMENT CORP.
By: /P'v~ t~,~ ~' ~g~ Gregbry I~. Ba?[:>er, ~rresident
g:~rifkins\54231-intedink\98003~gp purchase agreement for gold coast.doc
EXHIBIT 3.4
CONSENTS
sents required under any of the Partnership's franchises,
enses or operating agreements, which the Partnership shall
ponsible for obtaining.
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EXHIBIT l(d)
LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT
between
INTERLINK COMMUNICATIONS PARTNERS, LLLP.
and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
November 20, 1998
THIS LIMITED PARTNERSHIP iNTEREST PURCHASE AGREEMENT effective as of the
20th day of November, 1998 is by and between InterLink Communications Partners, LLLP ("Buyer") and
Tl~e Prudential Insurance Company of America. ("Seller").
Seller owns a limited partnership interest in R/N South Florida Cable Management Limited
Partnership ("R/N") (the "Limited Partnership Interest"). R/N is the general partner of
Rifkin/Narragansett South Florida CATV Limited Partnership (the "Partnership"). The Partnership owns
a cable television system in Miami Beach, Florida (the "System"). This Agreement provides for the
purchase by the Buyer of the Limited Partnership Interest and various related matters. Buyer is also
entering into an agreement with Pruco Life Insurance Company ("Pruco") as of the date hereof for the
purchase of limited partnership interest in R/N owned by Pruco and agreements with Narragansett Capital
Partners-A, L.P. ("Partner") and Narragansett/Miami Cable Investment, Inc. ("Cable Investment") as of
the date hereof for the purchase of limited partnership interests in the Partnership and RAN owned by
Partners and Cable Investment. The agreements with Pruco, Partners and Cable Investment are
hereinafter collectively referred to as the "LP Purchase Agreements". Capitalized terms used herein and
not defined shall have the meanings set forth in the Agreement of Limited Partnership of R/N dated as of
April 20, 1988, as amended to date (the "Partnership Agreement"). Accordingly, it is agreed as follows:
1. Purchase and Sale.
1.1 Purchase and Sale of the Limited Partnership Interest. Subject to the terms and
conditions hereinafter set forth on the Closing Date, Buyer hereby agrees to purchase from Seller, and
Seller hereby agrees to sell to Buyer the Limited Partnership Interest.
1.2 Purchase Price. The pumhase price for the Limited Partnership Interest (the
"Purchase Price") shall be Fifteen Million Four Hundred Twenty Thousand Seventy-Six Dollars
($15,420,076).
1.3 Payment of Purchase Price. At the Closing (as hereinafter defined) the Purchase
Price attributable to the Limited Partnership Interest shall be payable by the wire transfer of immediately
available funds to the account designated by the Seller.
2. Closing.
The closing of the transactions contemplated by this Agreement (the "Closing") shall take
place at the offices of Baker & Hostetler LLP, 303 East 17th Avenue, Denver, Colorado (or at such other
place as the parties may agree in writing) on December 30, 1998, or on such other date as the parties may
agree upon in writing (the "Closing Date").
3. Representations and Warranties by the Seller. The Seller represents and warrants to the
Buyer as follows as of the date hereof and on the Closing Date:
3.1 Ownership of Limited Partnership Interest. The Limited Partnership Interest
ia held of record and owned beneficially by the Seller, free and clear of any conflicting claim or
ownership, mortgage, security interest, lien, pledge, claim, right of first refusal, option, charge, covenant,
restriction, reservation, order, decree, judgment, stipulation, settlement, attachment, restriction, objection
or any other encumbrance of any nature whatsoever (collectively, "Encumbrances") other than as set forth
in the Partnership Agreement and any agreement with Monroe M. Rifkin ("Rifkin") or his affiliates (the
"Rifkin Agreements"). The Limited Partnership lnterest is the only direct interest owned by the Seller in
the Partnership or R/N. At the Closing, the Seller shall deliver to the Buyer, and the Buyer shall acquire
good and valid title to the Limited Partnership Interest, free and clear of all Encumbrances.
2
3.2 Authority. The Seller has all requisite power and authority, to execute and
deliver, and to perform its obligations under, this Agreement and any other document by which the Seller
assigns the Limited Partnership Interest (the "Assignment"). This Agreement and the Assignment have
been duly authorized by all necessary action. This Agreement has been duly executed and delivered by
the Seller and is, and the Assignment upon execution and delivery will be, the valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be
limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights in
general and subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law.
3.3 No Conflicts. The execution, delivery and performance of this Agreement by
the Seller will not (a) conflict with or result in reach or termination of, or constitute a default under, the
-certificate of incorporation or the bylaws of the Seller, any lease, agreement, commitment or other
instrument, or any order, judgment or decree to which the Seller is a party or by which Seller is bound,
or (b) constitute a violation by the Seller of any law or regulation applicable to the Seller, or (c) be subject
to the receipt of any consents required under the provisions of the Partnership Agreement and any Rifkin
Agreement, any agreement, contract or commitment to which the Seller is a party or to which the Seller or
any of its properties are subject, other than any consents which may be required of any affiliate of Buyer
under the Partnership Agreement and any Rifkin Agreement.
3.4 Consents. Except as set forth on Schedule 3.4, no consent, approval or
authorization of, or designation, declaration or filing with, any governmental authority or any other party
is required in connection with the execution delivery and performance of this Agreement.
3.5 Brokers' Fees. Except for Communications Equity Associates and the brokerage
fee due Communications Equities Associates in connection with the transactions contemplated by this
Agreement (which brokerage fee will be paid by Seller), neither Seller nor anyone on its behalf has
retained any broker, finder or agent or agreed to pay any brokerage fee, finder's fee or commission with
respect to the transactions contemplated by this Agreement.
3.6 Claims Against Seller. There is no claim, litigation, proceeding or governmental
investigation pending or, to the best of Seller's knowledge, threatened, or any order, injunction or decree
outstanding against Seller, that relates to or affects or might affect the Limited Partnership Interest or
prevent the consummation of the transactions contemplated by this Agreement.
3.7 Liabilities. Seller has no liabilities of any nature whatsoever attributable to the
Limited Partnership Interest that will impose transferee liability upon Buyer as a result of its purchase of
such Limited Partnership Interest except as may be set forth in the Partnership Agreement or any Rifkin
Agreement.
4. Representations and Warranties by the Buyer~ The Buyer represents and warrants to the
Seller as follows:
4.1 Organization. Buyer is a limited liability limited partnership duly organized and
validly existing under the laws of the State of Colorado and has all requisite partnership power and
authority to carry on its business as currently conducted and to own, lease, use and operate its assets.
4.2 Valid and Binding Obligation. The execution and delivery by Buyer of, and the
performance by Buyer of its obligations under, and the consummation by Buyer of the transactions
contemplated by, this Agreement have been duly authorized by all requisite partnership action of Buyer.
This Agreement constitutes the valid and binding obligation of the Buyer enforceable against it in
accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditor's rights in general and subject to general principles of equil5'
(regardless of wh~.ther such enforceability is considered in a proceeding in equity or at law').
4.3 Consents of Third Parties. The execution, delivery and performance of this
Agreement by the Buyer will not (a) conflict with or' result in the breach or termination of, or constitute a
default under, any lease, agreement, commitment or other instrument, or any order, judgment or decree to
which the Buyer is a party or by which the Buyer is bound, or (b) constitute a violation by the Buyer of
any law or regulation applicable to the Buyer. No consent, approval or authorization of, or designation,
declaration or filing with, any governmental authority is required on the part of the Buyer in connection
with the execution, delivery and performance of this Agreement.
4.4 Litigation. There is no claim, litigation, proceeding or governmental
investigation pending or, to the best of the Buyer's knowledge, threatened, or any order, injunction or
decree outstanding, against Buyer, that would prevent the consummation of the transactions contemplated
by this Agreement.
4.5 Finders' and Brokers' Fees. No finders' fees, brokerage or agents' commissions
or other like payments are payable to any third parD' or parties by reason of any agreement or resulting
from Buyer's use of any finder, broker, agent or other intermediary in connection with the negotiations
relative to this Agreement or the consummation of the transactions contemplated hereby.
4.6 Investment Intent, etc.. The Buyer (a) acknowledges that the Limited Partnership
Interests have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), (b)
is an affiliate of the general partner of the Partnership and as such is familiar with the terms of the Limited
Partnership Agreement, the Rifkin Agreements and documents related to the Partnership, (c) has not
relied upon any representation, warranty or statement (other that the representations, warranties and
statements of Seller contained herein) and has made its own investment analysis and decision to purchase
the Limited Partnership Interest based upon such information as it has deemed appropriate, (d) is an
"accredited investor" as defined in Regulation D under the Securities Act, and as such, has the financial
sophistication, knowledge and experience in financial matters to make an informed investment decision
with respect to its purchase of the Limited Partnership Interest, and (e) is purchasing the Limited
Partnership Interest for its own account, for investment only and not with a view to, or for resale in
connection with, the distribution thereof in whole or in part.
4.7 No Pending Transaction; Disclosure. Other than the possible sale of
substantially all of the assets of the Partnership to Buyer, none of the Partnership, Rifkin & Associates,
Inc., or Rifkin is currently discussing the sale of any material portion of the Partnership's assets with any
third party..
4.8 Offer to Purchase Other Limited Partnership Interest in the Partnership and RfN.
The Buyer has either offered or will offer to purchase all of the limited partnership interests in the
Partnership and RAN! other than the Limited Partnership Interest for the same pro rata purchase price as
provided herein for the Limited Partnership Interest.
5. Further A~reements of the Parties.
5.1 Sales Taxes. The Seller and the Buyer shall each pay one half of any state and
local sales, transfer and other similar taxes and fees payable in connection with the purchase of the
Limited Partnership lnterest pursuant to this Agreement.
5.2 Releases. At the Closing, the Seller shall deliver to the Buyer and R/N and
Buyer shall, and shall cause R/N to deliver to Seller, a release, in the form of Schedule 5.2, that
unconditionally and irrevocable releases each party thereto from any obligations to the other relating to
Seller being a limited partner of R/N and arising prior to the Closing.
5.3 Further Assurances. At any time and from time to time after the Closing, each of
the parties shall, without further consideration, execute and deliver to the other parties such additional
instruments of transfer and assumption, and shalI take such other action as the other may request to carry
out the transactions contemplated by this Agreement.
5.4 Hart Scott Rodino Act Notification. As soon as practicable after the execution of
this Agreement, but in any event no later than thirty (30) days after such execution, if required by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), R/N and the Buyer
will complete and file, or cause to be completed and filed, any notification and report required to be flied
under the HSR Act. Buyer and P, fN will take any additional action that may be necessary, proper or
advisable, will cooperate to prevent inconsistencies between their respective filings and will furnish to
each other such necessary information and r'.asonable assistance as the other may reasonably request in
connection with its preparation of necessary filings or submissions under the HSR Act, and Seller shall
cooperate in providing any information related to the Seller as may be necessary to accomplish such
filings. The Partnership and the Buyer will each bear one-half of the filing fees in connection with any
filing under the HSR Act at the time of filing. The Purchase Price hereunder will be reduced at Closing
by $4,637.25, representing the Seller's pro rata share of one-half of the HSR filing fee in the event that the
notification and report is required to be filed under the HSR Act.
6. Conditions to Closing.
6.1 Conditions Precedent to the Obligations of the Buyer. The Buyer's obligation to
consummate the transactions under this Agreement is subject to the fulfillment, at or prior to the Closing,
. of each of the following conditions (any of which may be waived in writing by the Buyer):
(a) each representation and warranty of the Seller under this Agreement shall
be true in all material respects at and as of the time of the Closing with the same effect as though each
representation and warranty had been made again at and as of that time;
(b) the Seller shall have performed and complied in all material respects
with each obligation, covenant and condition required by this Agreement to be performed or complied
with by it prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a
court of competent jurisdiction in an action or proceeding against the consummation of the transactions
contemplated by this Agreement;
(d) since the date of the Partnership's last audited financial statements, there
shall have been no material adverse change in the condition (financial or otherwise), business, operations
or assets of the Partnership or the System or in the terms or conditions of any of the System's franchise
agreements;
(e) there shall be no pending or, to the best of the knowledge of the Seller,
threatened, litigation, proceeding or governmental investigation relating to the transactions contemplated
by this Agreement;
5
(f) at the Closing the Buyer shall have consummated the replacement of its
current senior credit facility with a new credit facility in the aggregate amount of at least Three Hundred
Forty-Five Million Dollars ($345,000,000); and
(g) the Seller shall have furnished the Buyer with a certificate dated the
Closing Date, in form and substance satisfactory to the Buyer, certifying to the fulfillment of the
conditions set forth in Sections 6.1(a) through 6.1(c).
(h) at the Closing, all of the required governmental or franchise consents
required as a consequence of the transactions contemplated by this Agreement (the "Required Consents")
shall have been obtained.
(i) at the Closing, the transactions contemplated by the LP Purchase
Agreements shall have been consummated simultaneously with the Closing.
(,j) At the Closing, the Seller shall have delivered the documents referred to
in Section 7.1 hereof.
6.2 Conditions Precedent to the Obligations of the Seller. The Seller's obligation to
consummate the transactions under this Agreement are subject to the fulfillment, at or prior to the
Closing, of each of the following conditions (any of which may be waived in xvriting by the Seller):
(a) each representation and warrant2,' of the Buyer under this Agreement
shall be true in all material respects at and as of the time of the Closing with the same effect as though
each representation and warranty had been made at and as of that time;
(b) the Buyer shall have performed and complied in all material respects
with all obligations, covenants and conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a
court of competent jurisdiction in an action or proceeding against the consummation of the transactions
contemplated by this Agreement;
(d) the Seller shall have been furnished with a certificate of an officer of the
Buyer, dated the Closing Date, in form and substance satisfactory to it, certifying as to the fulfillment of
the conditions set forth in Sections 6.2(a) through 6.2(c).
(e) at the Closing, the transactions contemplated by the LP Purchase
Agreements shall have been consummated simultaneously with the Closing.
7. Transactions at the Closing.
7.1 At the Closing, the Seller shall deliver to the Buyer the following:
(a) instruments of transfer in form and substance reasonably satisfactory to
the Buyer and its counsel as shall be effective to vest in Buyer valid title, free and clear of any liens,
claims, security interests or other encumbrances, to the Limited Partnership Interest being sold pursuant to
this Agreement;
(b) the certificate referred to in Section 6.1(g);
(c) the release referred to in Section 5.2;
(d) an officer's certificate establishing the authorization of this Agreement
and any other instruments, documents, or certificates executed by Seller in connection herewith, as well
as all actions required to be taken hereunder.
7.2 Documents to the Delivered by Buyer. At the Closing, the Buyer shall deliver to
the Seller the following:
(a) wire transferred funds in the amount of the Purchase Price;
(b) the certificate referred to in Section 6.2(d);
(c) the release referred to in Section 5.2;
(d) an officer's certificate from Buyer's general partner establishing the
authorization of this Agreement and any other instruments, documents, or certificates executed by Buyer
in connection herewith, as well as all actions required to be taken hereunder;
8. Survival of Representations and Warranties; Indemnification.
8.1 Survival. All representations, warranties and agreements by the Seller shall
survive the Closing notwithstanding any investigation at any time by or on behalf of the Buyer, and shalI
not be considered waived by the Buyer's consummation of the transactions contemplated by this
Agreement with knowledge of any breach or misrepresentation by the Seller. All representations,
warranties and agreements by the Buyer shall survive the Closing notwithstanding any investigation at
any time by or on behalf of the Seller, and shall not be considered waived by the Seller's consummation
of the transactions contemplated by this Agreement with knowledge of any breach or misrepresentation
by the Buyer.
8.2 Indemnification.
(a) The Seller shall indemnify and hold harmless the Buyer against all toss,
liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Buyer may suffer, sustain or become subject to
as a result of any breach of any representation, warranty, covenant or other agreement made by Seller
contained in this Agreement, or any misrepresentation by the Seller in this Agreement.
(b) The Buyer shall indemnify and hold harmless the Seller against all loss,
liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Seller may suffer, sustain or become subject to as
a result of any breach of any representation, warrmty, covenant or other agreement made by Buyer
contained in this Agreement, or any misrepresentation by the Buyer in this Agreement.
9. Miscellaneous.
9.1 Notices. Any notice or other communication under this Agreement shall be in
writing and shall be considered given when delivered personally or sent by facsimile on a business day
between the hours of 8:00 a.m. and 6:00 p.m. (MDT) (or on the following business day if sent after 6:00
p.m.), one day after being sent by a major overnight courier, or upon the first attempted delivery by
7
certified mail, return receipt requested, to the parties at the addresses set forth below (or at such other
address as a party may specify by notice to the other):
lfto the Buyer:
InterLink Communications Partners, LLLP.
360 South Monroe Street, Suite 600
Denver, Colorado 80209
Attention: Kevin B. Alien
Facsimile: 303/322-3553
If to the Seller:
The Prudential Insurance Company of America
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07108
Attention: Paul Meiring
Facsimile: (973) 802-2333
9.2 Entire Agreement. This Agreement, including the schedules and exhibits,
contains a complete statement of all the arrangements among the parties with respect to its subject matter,
supersedes any previous agreements among them relating to that subject matter, and cannot be changed or
terminated orally.
9.3 Headings. The section headings of this Agreement are for reference purposes
only and are to be given no effect in the construction or interpretation of this Agreement.
9.4 Governing Law. This Agreement shall be governed by and construed in
accordance with law of the State of Colorado applicable to agreements made and to be performed in
Colorado.
9.5 Severability. If any provision of this Agreement is invalid or unenforceable,
the balance of this Agreement shall remain in effect.
9.6 Waiver. No w3, iver of any provision shall be construed as a waiver of any other
provision. Any waiver must be in writing.
9.7 Assignment. No party may assign any of its rights or delegate any of its duties
under this Agreement without the consent of the other parties, except that the Buyer may assign any of its
rights and delegate any of its duties to an entity controlled by the Buyer or affiliated with the Buyer.
9.8 Publicity. Except as required by applicable law, no party shall issue any press
release or other public statement regarding the transactions contemplated by this Agreement without the
prior written consent of the other parties.
9.9 Counterparts. This Agreement may be executed in counterparts, which together
shall constitute the same instrument.
9.10 Arbitration. The exclusive method of resolving any controversy, claim, dispute
or question in connection with or with respect to this Agreement shall be by arbitration before a single
arbitrator. Any arbitration shall be held in Denver, Colorado under the Commercial Arbitration Rules of
the American Arbitration Association. The parties shall cooperate fully with each other (including with
respect to reasonable discovery, if requested) and the arbitrator so selected, to complete the arbitration as
soon as possible. The parties shall request that the arbitrator gwe written reasons for any award rendered
in any mat~er in dispute and any award rendered shall be final and binding on the parties, shall not be
subject to appeal, and judgment upon any award may be entered in any court having jurisdiction. The
parties shall instruct the arbitrator to make a fair allocation among the parties of the cost (including the
fees and expenses of the arbitrator and of each party's counsel) associated with the arbitration, taking into
account the merits of their claims and their defenses.
9.11 Seller's Right to Terminate. The Seller shall have the right to terminate its
obligations under this Agreement in the event that the Closing has failed to occur for any reason (other
than a breach by the Seller of its obligations hereunder) by December 31, 1998, and notwithstanding
anything herein to the contrary, in such instance, the Seller's sole recourse shall be to terminate its
obligations under this Agreement.
The parties hereby execute this Agreement as of the date first above written.
BUYER:
INTERLINK COMMUNICATIONS PARTNERS,
LLLP.
By: Ri~in, C9., its gert?51 panner
Name:/ /~a'.,.,/ _~. ~z~
Title: ~,~ ~v.g/6~T
SELLER:
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA //)
Name: Paul L. MeirJng
Title: Vice President
g:'cif~ins',54231-interiink\98003~rudential Ip purchase agreement for 9o~d coast.doc
SCHEDULE 3.4
CONSENTS
Consents required under any of the Partnership's franchises,
licenses or operating agreements, which the Partnership shall be
responsible for obtaining.
Schedule 5.2
CONSENT TO WITHDRAWAL OF LIMITED PARTNER AND MUTUAL RELEASE
This Agreement, dated December __, 1998, by and among The Prudential Insurance
Company of America ("Prudential"), InterLink Communications Partners, LLLP ("InterLink"), R/N
South Florida Cable Management Limited Partnership CR/N'), Rifrdn/Narragansett South Florida
Cable Management Corp., as a general partner of RIN CRIN SFC"), Rifkin/Miami Management
Corp., as a general partner of RIN CRIM MC") and Monroe M. Rifkin CRifkin").
Recitals
A. The parties hereto are parties to that certain Agreement of Limited Partnership of
R/N, dated as of April 20, 1988 (the "Partnership Agreement").
B. Rifkin and Prudential, among others, are parties to an amended and restated
purchase agreement dated as of April 9, 1993, as amended to date (the "Rifkin Agreement").
C. InterLink and Prudential are parties to that certain Limited Partnership Purchase
Agreement dated as of November __, 1998 (the "Purchase Agreement").
Consents and Releases
NOW THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:
1. R/N SFC and RIM MC, as general partners of RIN hereby consent, pursuant to
Section 8.04 of the Partnership Agreement, to the withdrawal of Prudential from R/N, the
transactions contemplated by the Purchase Agreement, and the acceptance of InterLink as a
Substitute Limited Panner (as defined in the Partnership Agreement).
2. Each of RIN, R/N SFC, and RIM MC, for themselves, their successors and assigns,
hereby releases and forever discharges Prudential from any and all claims, of each and all of R/N,
RIN SFC and RiM MC under the Partnership Agreemem.
3. Rifidn, for himself, his saccessors and assigns, hereby releases and forever
discharges Prudential from any and all claims, liabilities and causes of action under the Rifkin
Agreement.
4. Prudential, for itself and its successors and assigns, hereby releases and forever
discharges R/N, and R/N SFC and RIM MC of all rights and claims which they may under the
Partnership Agreement.
5. Prudential, for itself and its successors and assigns, hereby releases and forever
discharges Rificin from any and all claims, liabilities and causes of action under the Rifkin
Agreement.
6. This Agreement may be executed in one or more counterparts and each executed
copy shall constitute an original.
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:
Name:
Title:
INTERLINK COMMUNICATIONS
PARTNERS, LLLP
By: Rifkin, Co.,its Generfl Panner
By:.
Name:
Title:
R/N SOUTH FLORIDA CABLE
MANAGEMENT LIMITED
PARTNERSHIP
By:
Rifkin/Miami Management Corp.,
its Co-General Partner
By:
Nanle:
Title:
By:
RifkirdNarragansett South Florida
Cable Management Corp., its Co-
General Partner
By:.
Name:
Title:
MONROE M. RIFKIN
EXHIBIT 1 (e)
LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT
between
INTERLINK COMMUNICA'I~IONS PARTNERS, LLLP.
and
PRUCO LIFE INSURANCE COMPANY
November 20, 1998
THIS LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT effective as of the
day of November 20, 1998 is by and between InterLink Communications Partners, LLLP ("Buyer") an~
Pruco Life Insurance Company ("Seller").
Seller owns a limited partnership interest in R/N South Florida Cable Management Limited
Partnership ("R/N") (the "Limited Partnership Interest"). PUN is the general partner of
Rifkin/Narragansett South Florida CATV Limited Partnership (the "Partnership"). The Partnership o~ans
a cable television system in Miami Beach, Florida (the ' System")~ This Agreement provides for the
purchase by the Buyer of the Limited Partnership lnterest and various related matters. Buyer is also
entering into an agreement as of the date hereof with the Prudential Insurance Company of America
("Prudential") for the pumhase of limited partnership interests in R/N owned by Prudential and
agreements with Narragansett Capital Partners-A, L.P. ("Partners") and Narragansett/Miami Cable
Investment, Inc. ("Cable Investment") as of the date hereof for the purchase of limited partnership
interests in the Partnership and R/N owned by Partners and Cable Investment. The agreements with
Prudential, Partners and Cable Investment are hereinafter collectively referred to as the "LP Purchase
Agreements". Capitalized terms used herein and not defined shall have the meanings set forth in the
Agreement of Limited Partnership of R/N dated as of April 20, 1988, as amended to date (the
"Partnership Agreement"). Accordingly, it is agreed as follows:
1. Purchase and Sale.
1.1 Purchase and Sale of the Limited Partnership Interest. Subject to the terms and
conditions hereinafter set forth on the Closing Date, Buyer hereby agrees to purchase from Seller, and
Seller hereby agrees to sell to Buyer the Limited Partnership Interest.
1.2 Purchase Price. The pumhase price for the Limited Partnership Interest (the
'"Purchase Price") shall be Four Hundred Seventy-Eight Thousand Eight Hundred Thirty-Eight Dollars
($478,838).
1.3 Payment of Purchase Price. At the Closing (as hereinafter defined) the Purchase
Price attributable to the Limited Parmership Interest shall be payable by the wire transfer of immediately
available funds to the account designated by the Seller.
2. Closing.
The closing of the transactions contemplated by this Agreement (the "Closing") shall take
place at the offices of Baker & Hostetler LLP, 303 East 17th Avenue, Denver, Colorado (or at such other
place as the parties may agree in writing) on December 30, 1998, or on such other date as the parties may
agree upon in writing (the "Closing Date").
3. Representations and Warranties by the Seller. The Seller represents and warrants to the
Buyer as follows as of the date hereof and on the Closing Date:
3.1 Ownership of Limited Partnership Interest. The Limited Partnership Interest
ia held of record and owned beneficially by the Seller, free and clear of any conflicting claim or
ownership, mortgage, security interest, lien, pledge, claim, right of first refusal, option, charge, covenant,
restriction, reservation, order, decree, judgment, stipulation, settlement, attachment, restriction, objection
~SRifkinS\54231-INTEP-LINK\98003LPRUCO purchase agreement.doc Page 2
or any other encumbrance of any nature whatsoever (collectively, "Encumbrances") other than as set forth
in the Partnership Agreement and any agreement with Ivlonroe M. Rifkin ("Ri~in") or his affiliates (the
"Rifkin A~reements"). The Limited Partnership Interest is the only direct interest owned by the Seller in
the Partnership or RAN. At the Closing, the Seller shall deliver to the Buyer, and the Buyer shall acquire
good and valid title to the Limited Partnership Interest, free and clear of all Encumbrances.
3.2 Authority. The Seller has all requisite power and authority to execute and
deliver, and to perform its obligations under, this Agreement and any other document by which the Seller
assigns the Limited Partnership Interest (the "Assignment"). This Agreement and the Assignment have
been duly authorized by all necessary action. This Agreement has been duly executed and delivered by
the Seller and is, and the Assignment upon execution and delivery will be, the valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be
limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights in
general and subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law.
3.3 No Conflicts. The execution, delivery and performance of this Agreement by
the Seller will not (a) conflict with or result in reach or termination of, or constitute a default under, the
certificate of incorporation or the bylaws of the Seller, any lease, agreement, commitment or other
instrument, or any order, judgment or decree to which the Seller is a party or by which Seller is bound,
or (b) constitute a violation by the Seller of any law or regulation applicable to the Seller, or (c) be subject
to the receipt of any consents required under the provisions of the Partnership Agreement and any Rifkin
Agreement, any agreement, contract or commitment to which the Seller is a party or to which the Seller or
any. of its properties are subject, other than any consents which may be required of any affiliate of Buyer
under the Partnership Agreement and any Rifkin Agreement.
3.4 Consents. Except as set forth on Schedule 3.4, no consent, approval or
authorization of, or designation, declaration or filing with, any governmental authority or any other party
is required in connection with the execution delivery and performance of this Agreement.
3.5 Brokers' Fees. Except for Communications Equity Associates and the brokerage
- fee due Communications Equities Associates in connection with the transactions contemplated by this
Agreement (which brokerage fee will be paid by Seller), neither Seller nor anyone on its behalf has
retained any broker, finder or agent or agreed to pay any brokerage fee, finder's fee or commission with
respect to the transactions contemplated by this Agreement.
3.6 Claims Against Seller. There is no claim, litigation, proceeding or governmental
investigation pending or, to the best of Seller's knowledge, threatened, or any order, injunction or decree
outstanding against Seller, that relates to or affects or might affect the Limited Partnership Interest or
prevent the consummation of the transactions contemplated by this Agreement.
3.7 Liabilities. Seller has no liabilities of any nature whatsoever attributable to the
Limited Partnership Interest that will impose transferee liability upon Buyer as a result of its purchase of
such Limited Partnership Interest except as may be set forth in the Partnership Agreement or any Rifkin
Agreement.
4. Representations and Warranties b?' the Buyer. The Buyer represents and warrants to the
Seller as follows:
O:\RiI~.inS',54231 .INTE KLIN K\98003\PRUCO purchase agreement.doc Page
5. Further Agreements of the Parties.
5.1 Sales Taxes. The Seller and the Buyer shall each pay one half of any state and
local sales, transfer and other similar taxes and fees payable in connection with the purchase of the
Limited Partnership Interest pursuant to this Agreement,
5.2 Releases. At the Closing,. the Seller shall deliver to the Buyer and R/N and
Buyer shall, and shall cause PUN to deliver to Seller, a release, in the form of Schedule 5.2, that
unconditionally and irrevocable releases each party thereto from any obligations to the other relating to
Seller being a limited panner of RAN and arising prior to the Closing.
5.3 Further Assurances. At any time and from time to time after the Closing, each of
the parties shall, without further consideration, execute and deliver to the other parties such additional
instruments of transfer and assumption, and shall take such other action as the other may request to carry
out the transactions contemplated by this Agreement.
5.4 Hart Scott Rodino Act Notification. As soon as practicable after the execution of
this Agreement, but in any event no later than thirty (30) days after such execution, if required by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), R/N and the Buyer
will complete and file, or cause to be completed and filed, any notification and report required to be filed
under the HSR Act. Buyer and R/N will take any additional action that may be necessary, proper or
advisable, will cooperate to prevent inconsistencies between their respective filings and will furnish to
each other such necessary information and reasonable assistance as the other may reasonably request in
connection with its preparation of necessary filings or submissions under the HSR Act, and Seller shall
cooperate in providing any information related to the Seller as may be necessary to accomplish such
filings. The Partnership and the Buyer will each bear one-half of the filing fees in connection with any
filing under the HSR Act at the time of filing. The Purchase Price hereunder will be reduced at Closing
by $144.00, representing the Seller's pro rata share of one-half of the HSR filing fee in the event that the
notification and report is required to be filed under the HSR Act.
6. Conditions to Closing.
6.1 Conditions Precedent to the Obligations of the Buyer. The Buyer's obligation to
consummate the transactions under this Agreement is subject to the fulfillment, at or prior to the Closing,
of each of the following conditions (any of which may be waived in writing by the Buyer):
(a) each representation and warranty of the Seller under this Agreement shall
be true in all material respects at and as of the time of the Closing with the same effect as though each
representation and warranty had been made again at and as of that time;
(b) the Seller shall have performed and complied in all material respects
with each obligation, covenant and condition required by this Agreement to be performed or complied
with by it prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a court
of competent jurisdiction in an action or proceeding against the consummaticn of the transactions
contemplated by this Agreement;
(d) since the date of the Partnership's last audited financial statements, there shall
have been no material adverse change in the condition (financial or otherwise), business, operations or
G \Rit~inS 5~23 i-INTERLINK\98003\PRUCO purch~e agreement, doc Page 5
assets of the Partnership or the System or in the terms or conditions of any of the System's franchise
agreements;
(e) there shall be no pending or, to the best of the knowledge of the Seller,
threatened, litigation, proceeding or governmental investigation relating to the transactions contemplated
by this Agreement;
(f) at the Closing the Buyer shall have consummated the replacement of its
current senior credit facility with a new credit facility in the aggregate amount of at least Three Hundred
Forty-Five Million Dollars ($345,000,000); and
(g) the Seller shall have furnished the Buyer with a certificate dated the
Closing Date, in form and substance satisfactory to the Buyer, certifying to the fulfilIment of the
conditions set forth in Sections 6.1(a) through 6.1(c).
(h) at the Closing, all of the required governmental or franchise consents
required as a consequence of the transactions contemplated by this Agreement (the "Required Consents")
shall have been obtained.
(i)at the Closing, the transactions contemplated by the LP Purchase Agreements
shall have been consummated simultaneously with the Closing.
(j) At the Closing, the Seller shall have delivered the documents referred to
in Section 7.1 hereof.
6.2 Conditions Precedent to the Obligations of the Seller. The Seller's obligation to
consummate the transactions under this Agreement are subject to the fulfillment, at or prior to the
Closing, of each of the following conditions (any of which may be waived in writing by the Seller):
(a) each representation and warrant5' of the Buyer under this Agreement shall be
true in all material respects at and as of the time of the Closing with the same effect as though each
representation and warranty had been made at and as of that time;
(b) the Buyer shall have performed and complied in all material respects with all
obligations, covenants and conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing;
(c) there shall not be in effect an injunction or restraining order issued by a court
of competent jurisdiction in an action or proceeding against the consummation of the transactions
contemplated by this Agreement;
(d) the Seller shall have been furnished with a certificate of an officer of the
Buyer, dated the Closing Date, in form and substance satisfactory to it, certifying as to the fulfillment of
the conditions set forth in Sections 6.2(a) through 6.2(c).
(e) at the Closing, the transactions contemplated by the LP Purchase Agreements
shall have been consummated simultaneously with the Closing.
7. Transactions at the Closing.
7.1 At the Closing, the Seller shall deliver to the Buyer the following:
G:\Ri~inS,~5423 I-INTERLINK\98003',PRUCO purchase agreement do; Page 6
(a) instruments of transfer in form and substance reasonably satisfactory to the
Buyer and its counsel as shall be effective to vest in Buyer valid title, free and clear of any liens, claims,
security interests or other encumbrances, to the Limited Partnership Interest being sold pursuant to this
Agreement;
(b) the certificate referred to in Section 6.1(g);
(c) the release referred to in Section 5.2;
(d) an officer's certificate establishing the authorization of this Agreement and
any other instruments, documents, or certificates executed by Seller in connection herewith, as well as all
actions required to be taken hereunder;
7.2 Documents to the Delivered by Buyer. At the Closing, the Buyer shall deliver to
the Seller the following:
(a) wire transferred funds in the amount of the Purchase Price;
(b) the certificate referred to in Section 6.2(d);
(c) the release referred to in Section 5.2;
(d) an officer's certificate from Buyer's general partner establishing the
authorization of this Agreement and any other instruments, documents, or certificates executed by Buyer
in connection herewith, as well as alt actions required to be taken hereunder;
8. Survival of Representations and Warranties: Indemnification.
8.1 Survival. All representations, warranties and agreements by the Seller shall
-survive the Closing notwithstanding any investigation at any time by or on behalf of the Buyer, and shall
not be considered waived by the Buyer's consummation of the transactions contemplated by this
Agreement with knowledge of any breach or misrepresentation by the Seller. All representations,
warranties and agreements by the Buyer shall survive the Closing notwithstanding any investigation at
any time by or on behalf of the Seller, and shall not be considered waived by the Seller's consummation
of the transactions contemplated by this Agreement with knowledge of any breach or misrepresentation
by the Buyer.
8.2 Indemnification.
(a) The Seller shall indemnify and hold harmless the Buyer against all loss,
liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Buyer may suffer, sustain or become subject to
as a result of any breach of any representation, warranty, covenant or other agreement made by Seller
contained in this Agreement, or any misrepresentation by the Seller in this Agreement.
(b) The Buyer shall indemnify and hold harmless the Seller against all loss,
liability, damage or expense (including reasonable fees and expenses of counsel, whether involving a
third party or between the parties to this Agreement) the Seller may suffer, sustain or become subject to as
G:\RifkinS\5423 I-FNTERLINK\98003\PRUCO purchase agreement.doc Page
a result of any breach of any representation, warranty,, covenant or other agreement made by Buyer
contained in this Agreement, or any misrepresentation by the Buyer in this Agreement.
9. Miscellaneous.
9.1 Notices. Any notice or other communication under this Agreement shall be in
writing and shall be considered given when delivered personally or sent by facsimile on a business day
between the hours of 8:00 a.m. and 6:00 p.m. (MDT) (or on the following business day if sent after 6:00
p.m.), one day after being sent by a major overnight courier, or upon the first attempted delivery by
certified mail, return receipt requested, to the parties at the addresses set forth below (or at such other
address as a party may specify by notice to the other):
If to the Buyer:
InterLink Communications Partners, LLLP.
360 South Monroe Street, Suite 600
Denver, Colorado 80209
Attention: Kevin B. Allen
Facsimile: 303/322-3553
If to the Seller:
Pruco Life Insurance Company
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07108
Attention: Paul Meiring
Facsimile: (973) 802-2333
9.2 Entire Agreement. This Agreement, including the schedules and exhibits,
contains a complete statement of all the arrangements among the parties with respect to its subject matter,
supersedes any previous agreements among them relating to that subject matter, and cannot be changed or
terminated orally.
9.3 Headings. The section headings of this Agreement are for reference purposes
only and are to be given no effect in the construction or interpretation of this Agreement.
9.4 Governing Law. This Agreement shall be governed by and construed in
accordance with law of the State of Colorado applicable to agreements made and to be performed in
Colorado.
9.5 Severability. If any provision of this Agreement is invalid or unenforceable,
the balance of this Agreement shall remain in effect.
9.6 Waiver. No waiver of any provision shall be construed as a waiver of any other
provision. Any waiver must be in writing.
9.7 Assignment. No party may assign any of its rights or delegate any of its duties
under this Agreement without the consent of the other parties, except that the Buyer ma5' assign any of its
rights and delegate any of its duties to an entity controlled by the Buyer or affiliated with the Buyer.
G:~Ri~inS'~5423 I-INTERLINK\98003\PRUCO purchase agreement.doc Page
Name: Paul L. Melting
Title: Assistant Vice President
G:\RiflcinS\5423 [-INTERLINK\98003\PRUCO purchase agreement, doc Page 10
SCHEDULE 3.4
CONSENTS
Consents required under any of the Partnership's franchises,
licenses or operating agreements, which the Partnership shall be
responsible for obtaining.
Schedule 5.2
CONSENT TO WITHDRAWAL OF LIMITED PARTNER AND MUTUAL RELEASE
This, Agree~,e, nt, dated December , 1998, by and among PRUCO Life Insurance
Company (PRUCO), InterLink Communications Parmers, LLLP ("InterLink"), R/N South
Florida Cable Management Limited Partnership ("R/N"), Pifkin/Narragansett South Florida Cable
Management Corp., as a general partner of R/N CR/N SFC"), Rifkin/Miami Management Corp.,
as a general parmer ofPJN ("R/M MC") and Monroe M. Rifkin ("Pifkin").
Recitals
A. The parties hereto are parties to that certain Agreement of Limited Partnership of
R/N, dated as of April 20, 1988 (the "Parmership Agreement").
B. Rifkin and PRUCO, among others, are parties to an amended and restated purchase
agreement dated as of April 9, 1993, as amended to date (the "Rifldn Agreement").
C. InterLink and PRUCO are parties to that certain Limited Partnership Purchase
Agreement dated as of November __, 1998 (the "Purchase Agreement").
Consents and Releases
NOW THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:
1. R/N SFC and R/M MC, as general parmers of R/N hereby consent, pursuant to
Section 8.04 of the Partnership Agreement, to the withdrawal of PRUCO from R/N, the transactions
contemplated by the Purchase Agreement, and the acceptance of InterLink as a Substitute Limited
Parmer (as del'reed in the Parmership Agreement).
2. Each of R/N, PJN SFC, and R/M MC, for themselves, their successors and assigns,
hereby releases and forever discharges PRUCO from any and all claims, of each and all of PJN,
R/N SFC and RrM MC under the Partnership Agreement.
3. Rifkin, for himself, his successors and assigns, hereby releases and forever
discharges PRUCO from any and all claims, liabilities and causes of action under the Rifkin
Agreement.
4. PRUCO , for itself and its successors and assigns, hereby releases and forever
discharges R/N, and R/N SFC and RIM MC of all fights and claims which they may under the
Pannership Agreement.
5. PRUCO, for itself and its successors and assigns, hereby releases and forever
discharges Pifkin from any and all claims, liabilities and causes of action under the Rifkin
Agreement.
6. This Agreement may be executed in one or more counterparts and each executed
copy shall constitute an original.
PRUCO LIFE INSURANCE COMPANY
By:
Name:
Title:
INTERLINK COMMUNICATIONS
PARTNERS, LLLP
By: Rifkin, Co., its General Partner
By:
Narne~
Title:
R/N SOUTH FLORIDA CABLE
MANAGEMENT LIMITED
PARTNERSHIP
By:
Ritkin/Miami Management Corp.,
its Co-General Partner
By:.
Sanle:
Title:
By:
Rifkin/Narragansett South Florida
Cable Management Corp., its Co-
General Partner
By:
Name:
Title:
MONROE M. RIFKIN
EXHIBIT 2
INTERLINK COMMUNICATIONS PARTNERS, LLLP
CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 1998 and 1997
ASSETS
Cash and cash equivalents
Customer accounts receivable, net of
allowance for doubtful accounts of
$206,028 in 1998 and $81,473 in 1997
Other receivables
Prepaid expenses and other
lnvestmunt in partnerships
Property, plant and equipment at cost:
Cable television transmission and
distribution systems and related equipment
Land, buildings, vehicles and
furniture and fixtures
Less accumulated depreciation
Net property, plant and equipment
Franchise costs and other intangible
assets, net of accumulated amortization
of $11,046,628 in 1998 and $9,645,159
in 1997(2)
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accounts payable and accrued liabilities
Customer deposits and prepayments
interest payable
Notes payable
Partners' capital (deficit)
1998 1997(~)
$ 945,195 $ 936,748
1,188,874 283,996
1,425,769 424,846
2,891,414 397,342
70,454,893
61,707,421 31,615,431
3,848,958
65,556,379
(14,590,515)
2,286,998
33,902,429
(16,650,447)
50,965,864 17,251,982
72,063,985
$199,935,99~4
5,190,525
~24,485,439
$ 7,816,617 $ 1,560,606
523,976 153,496
750,138 176,366
87,000,000 26,816,500
103,845,263 (4,221,529)
S199,935,994
S24,485,43~
The 1997 values are the accumulated total of the September 30, 1997 balances for Rifkin
Communications Partners, L.P. (RCP) and Cable Equities of the Virginias, Ltd. (CEV).
INTERLINK COMMUNICATIONS PARTNERS, LLLP
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For the quarters ended September 30, 1998 and 1997
Revenues;
Service
Installation and other
Expenses:
Operating expense, excluding
depreciation and amortization(3x4)
1998 1997o~
$ 9,346,138 $ 4,402,926
1,014,078 180,423
10,360,216 4,583,349
3,636,917 1,773,617
Selling, general and administrative
expense(2X3)(4)
Income before depreciation, amortization,
and interest
2,298,045 988,391
5,934,962 2,762,008
4,425,254 1,821,341
Depreciation and amortization
Interest expense
3,308,265 723,843
2,031,148 622,687
Net income (loss) before minority interest
in partnership
(914,159) 474,811
Loss from minority interest in partnership(5)
(505,063)
Netincome (loss)
$ fl,419,222) $ 474,811
(1)
(2)
(4)
(5)
The 1997 values are the accumulated total of the results for the quarters ended September 30,
1997 for Rifkin Communications Partners, L.P. (RCP) and Cable Equities of the Virginias, Ltd.
(CEV).
Includes management fee expense of $329,923 and $229,168 and net losses (gains) related
to the disposal of certain plant assets of $105,432 and $(14,571) for the quarters ended
September 30, 1998 and 1997, respectively.
Includes rent expense for the quarters ended September 30, 1998 and 1997 of $239,686 and
$83,610, respectively, including $164,795 and $55,208, respectively, relating to cancelable pole
rental agreements.
The 1997 results include the reclassification of $22,759 of programming launch support credits
from selling, general and adminsitrative expense to operating expense to be consistent with the
1998 presentation.
Includes 27.545% equity ownership interest in Rifkin Acquisition Partners, LLLP for the month
o[ Septemer 1998.
INTERLINK COMMUNICATIONS PARTNERS, LLLP
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For the nine months ended September 30, 1998 and 1997
Revenues:
Service
Installation and other
Expenses:
Operating expense, excludin9
depreciation and amortization(3)(4)
1998 1997/~)
$ 21,309,308
1,629,326
22,938,634
$13,024,645
508,709
13,533,354
Selling, general and administrative
expense(2X3x4)
Income before depreciation, amortization,
and interest
8,433,047 5,297,877
4,822,452 2,912,235
13,255,499 8,210,112
Depreciation and amortization
Interest expense
9,683,135 5,323,242
Net income (loss) before minority interest
in partnership
6,988,941 2,354,282
4,655,690 1,800,954
Loss from minority interest in partnership(s)
Net income (loss)
(1,961,496) 1,168,006
(505,063) -:
$ (21466,559) $ 1,168,006
(1)
(2)
(3)
(4)
(5)
The 1997 values are the accumulated total of the results for the nine months ended September
30, 1997 for Ritkin Communications Partners, L.P. (RCP) and Cable Equities of the Virginias,
Ltd. (CEV).
Includes management fee expense of $958,845 and $676,668 and net losses related to the
disposal of certain plant assets of $123,669 and $148 for the nine months ended September
30, 1998 and 1997, respectively.
Includes rent expense for the nine months ended September 30, 1998 and 1997 of $509,084
and $267,070, respectively, including $365,676 and $181,263, respectively, relating to
cancelable pole rental agreements.
The 1997 results include the reclassification of $74,160 of programming launch support credits
from selling, general and adminsitrative expense to operating expense to be consistent with the
1998 presentation.
Includes 27.545% equity ownership interest in Rifkin Acquisition Partners, LLLP for the month
of September 1998.
INTERLINK COMMUNICATIONS PARTNERS, LLLP
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the quarter ended September 30, 1998
Cash Flows from operating activities:
Net loss before minority interest in partnership
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization
Amortization of deferred loan costs
Loss on disposal of fixed assets
Increase in customer accounts receivable
Increase in other receivables
Increase in prepaid expenses and other
Increase in accounts payable and accrued liabilities
Decrease in customer deposits and prepayments
Decrease in interest payable
Net cash used in operating activities
Cash flows from investing activities:
Investment in partnership
Initial cash acquisition cost, net
Additions to property, plant and equipment
Additions to cable television franchises, net of
retirements and changes in other intangible assets
Proceeds from sale of assets
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term debt
Payments of long-term debt
Deferred loan costs
Redemption of partnership interests
Partners' capital contributions
Equity distribution from minority investment
in partnership
Net cash provided by financing activities
Net decrease in cash
Cash at beginning of period
Cash at end of period
Supplemental cash flow information:
Interest paid:
$ (914,159)
3,308,265
61,909
105,432
(18,872)
(688,448)
(301,648)
2,459,387
(40,294)
(132,229)
3,839,343
(68,000,000)
(24,298)
(2,975,642)
(6,602,917)
3,913
(77,598,944)
500,000
(2,5O0,00O)
(1,634)
(230,198)
75,572,500
16,544
73,357,212
(402,389)
11347,584
945,195
2,101,467
INTERLINK COMMUNICATIONS PARTNERS, LLLP
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the nine months period ended September 30, 1998
Cash Flows from operating activities:
Net loss before minority interest in partnership
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization
Amortization of deferred loan costs
Loss on disposal of fixed assets
Increase in customer accounts receivable
Increase in other receivables
Increase in prepaid expenses and other
Increase in accounts payable and accrued liabilities
Increase in customer deposits and prepayments
Increase in interest payable
Net cash provided by operating activities
Cash flows from investing activities:
Investment in partnerships
Initial cash acquisition cost, net
Additions to property, plant and equipment
Additions to cable television franchises, net of
retirements and changes in other intangible assets
Net proceeds from the sale of assets
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term debt
Payments of long-term debt
Deferred loan costs
Redemption of partnership interests
Partners' capital contributions
Equity distribution from minority investment
in partnership
Net cash provided by financing activities
Net increase in cash
Cash at beginning of period
Cash at end of period
(1,961,496)
6,988,941
184,553
123,669
(446,708)
(949,158)
(212,476)
3,102,150
343,383
323,004
7,495,862
(70,976,500)
(74,096,368)
(4,703,313)
(6,72O,924)
39,314
(156,457,791)
50,500,000
(5,000,000)
(45,939)
(551,546)
104,556,937
16,544
149,475,996
514,067
431,128
$ 945,195
Supplemental cash flow information:
Interest paid $ 4,148,133
EXHIBIT 3
SECTION IV - TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
InterLink Communications Partners, LLLP ("Transferee") is a Colorado limited liability limited
partnership formed to acquire, own, operate and manage cable systems. Transferee is desirous of
acquiring the subject cable television systems of Transferor as they are located in adjacent
communities to systems currently owned by it.
Rifkin & Associates, Inc. ("R&A") has entered into a management agreement ;vith Transferee
and will be responsible for the operations of the Transferee. It has vast cable television/
communications and business experiences as indicated in the Management Profiles on the
attached pages and has managed cable ~ystems since 1982. Since its inception, R&A and its
affiliates have expanded their operations to 236 systems serving more than 467,000 customers.
Over the last five years, the cable television systems managed by R&A experienced internal
growth in basic subscribers of 26%. Systems managed by R&A, in the aggregate, no~v comprise
the 21 st largest Multiple System Operator in the United States.
A number of advanced technology projects have been initiated company-wide:
Data Net*vorks - Providing high speed cable modem Internet access to homes and
businesses in the Bedford~Rocky Mount area, as well as dial-up Internet access for
the Roanoke/Lynchburg area. A 4 Mbps data network has been installed to serve
six Bedford/Rocky Mount area schools and government buildings with Intemet
access and a communications network. The Columbia, Tennessee system has
installed a 10 Mbps data network to serve 22 school and governmental
installations with a connmunications network to increase their data efficiency.
Additional high speed data launches have taken place in Gwinnett
County/Roswell, GA and Miami Beach, FL in the first quarter of 1998. Second
quarter launches are planned for Columbia and Cookeville, TN. By year end
1998, systems representing over 40% of R&A's customers will have access to
high speed data services.
Residential Multi-Tenant Service (RMIS) - Providing combined voice, video
and data services to multiple d;~ elling units in the greater Atlanta metropolitan
and Miami Beach areas.
Digital Video - Launched digitally compressed programming in the 15,000
customer Cookeville, Tennessee market in July utilizing the TCI Headend In The
Sky (HITS) service to beam channels of new programming to customers in the
sen'ice area. Programming will include pay-per-vie;v, digital tiers, premium
multi-plexes and an interactive guide.
Video on Demand - Developing plans to provide video on demand services to
hotel in the Miami Beach market. A digital video file server in a central location
will accept guest requests, authorize movies on demand, and provide billing
information to the hotel prior to the guest's check-out. Testing a new residential
video on demand service to 2,000 homes in the Gwinnett Coanty, Georgia market.
Services provides VCR-Iike operability (pause, rewind, fast for~vard) over
existing cable lines.
Video Trans~oort - Carrying digital video for local studios in Miami Beach,
Florida to their transmitters and to interconnect several satellite broadcaster
studios and video providers to uplink facilities.
Most recently, our rebuild markets have launched TotalTV, the new branch name for our fiber
optic network which brings ne,,',' channels, new packages and new products such as Intemet
access. In addition to communicating and marketing the benefits of the system npgrade, TotalTV
incorporates operational improvements designed to enhance customer satisfaction with programs
such as quality control call-backs. TotalTV, "a new way of doing business", is R&A's answer to
competing in the challenging telecommunications marketplace.
Transferee's technical and customer service standards are continually met and exceeded.
Training and continuous education are constantly in effect to help Transferee's employees
continue with the standards. Our commitment to customer service was strengthened with the
introduction of a company-wide customer satisfaction program in 1996, incorporating the NCTA
Customer Service On-Time Guarantee, customer surveys and focus groups, new customer
welcome letters, telephone call monitoring systems and telephone call backs to ensure all
installation and service calls are completed to the customer's satisfaction.
Transferee has the legal, financial and technical qualifications to operate the subject cable
television systems and will enhance the public convenience, safety, and general welfare of the
citizens and residents of the Tennessee communities. The experience and capabilities of
Transferee are xvell known throughout the cable television industry and, with the changing
tecb_nology and new developments in this field, service to those communities should certainly be
maintained and improved.
2
Management of the Rifkin Organization
Monroe M. Rifkin
Mr. Rifkin is a cable television industry executive with over thirty years of valuable and
insightful experience. He founded Rifkin & Associates in 1982 and has served as its Chairman
and Chief Execufive Officer since that time. He made his mark on the cable industry with
American Television and Communications Corporation ("ATC') serving as its Chief Executive
Officer from 1968 to 1982 and as its Chairman from 1974 to 1982. Well respected by his peers,
Mr. Rifkin served as a board member of the National Cable Television Association from 1968 to
1984 and as its Chairman from t983 to 1984. He holds a B.A. in Finance from New York
University.
Kevin B. Allen
Mr. Allen serves as Vice-Chairman and Chief Executive Officer of Rifkin & Associates, Inc.
where he is responsible for overseeing all business activities of R&A while continuing to have
direct responsibility for ail corporate development activities. Previously, he served as President
of R&A Enterprises, the development arm of Rifkin & Associates, xvith the duty of acquiring
new systems for R&A and its affiliated companies. Before joining R&A, Mr. Allen served as
Vice President of BT Securities Corporation where he was responsible for developing and
maintaining a range of corporate finance relationships with clients around the xvorld. He holds a
B.S. in Aerospace Engineering from the University of Colorado, a Master's degree in Mechanical
Engineering from the Massachusetts Institute of Technology and an M.B.A. from the Wharton
School of Business at the University of Pennsylvania.
Jeffrey D. Bennis
Mr. B ennis has been President and Chief Operating Officer of Rifkin & Associates since April,
1994. He is responsible for overall management of R&A's operating cable television systems
and is inte~ally involved in the development ofpolicy and strategic direction. Experienced in
highly competitive markets, Mr. Bennis served as Vice President - Marketing=/Programming of
P,.ifkin & Associates from July 1991 to March 1994. Mr. Bennis ',,,'as elected to the boards of
directors of the National Cable Television Association and C-SPAN in May 1995. Mr. Bermis
executed complex competitive marketing plans with Clairol, Inc., a subsidiary of Bristol-Myers
Squibb Company from June 1980 to June 1991, xvhere he most recently served as Director of
Marketing for the Hair Care and Skin Care Divisions. His leadership and marketing sawy have
made Rifkin & Associates a leader in the mid-size cable operator class. He holds an
under~aduate degree from the Pennsylvania State University and an M.B.A. from the University
of Connecticut.
Stephen E. Hattmp
Mr. Hattmp serves as the Senior Vice President - Operations for Rifkin & Associates. He is
responsible for overseeing all operations of R&A systems. Additionally, he is responsible for
evaluating the integTity of potential system acquisitions. Mr. Hattrup is well versed in
operations, finance and regulation. Previously, he served as Vice President and Treasurer of
ATC. Mr. Hattmp holds an undergraduatc degree from Wichita State University and a M.S. in
Finance from the University of Kansas.
Dale D. Wagner
Mr. Wagner is Senior Vice President - Finance and Administration of Rifkin & Associates and
has over t~venty-five years of experience in arranging and maintaining financing for cable
systems. He is responsible for R&A's overall financial and accounting activities. Prior to
joining R&A, Mr. Wagner was employed by ATC from 1981 to 1986 in various positions
including Vice President - Finance and Administration for ATC's National Division. Prior to
joining ATC, Mr. Wagr~er was employed by Cable Corn-General, Inc., in various capacities,
including Vice President - Finance for that company's cable television division. Mr. Wagner
holds a degree in accounting from Wichita State University.
Peter N. Smith
Mr. Smith is a well-respected industry leader in the field of engineering and has served as Vice
President - Engineerin~ew Business Development of Ri fkin & Associates since March 1984.
His penchant for learning and training has assisted in the development of one of the industry's
finest teams of engineering professionals. Often asked to be a speaker at a variety of
telecommunications seminars, Mr. Smith is responsible for the construction of some of the
largest cable television systems in the United States. Mr. Smith was employed by ATC from
1973 to 1984 in various engineering capacities including Vice President - Engineering of the
National Division. He holds a degree in Electrical Engineering from Franklin University.
.Paul A. Bambei
Mr. Bambei has served as Vice President - Operations of Rifkin & Associates since January
1987. He is responsible for system operations for all R&A properties in Georgia, Tennessee,
Illinois, Indiana, Missouri and New Mexico. He also has served as Vice President - Marketing of
Rifkin & Associates from March 1984 until December 1986. Prior to joining R&A, Mr. Bambei
was employed by ATC from 1974 to 1984 in various capacities in marketing and operations. He
holds a degree in cormmunications from Southeast Missouri State University.
Brace A. Rifkin
Mr. Rifkin is Vice President ~ Operations and Advertising Sales, a position he has held since
January 1994. He is directly responsible for operations of R&A's Virginia and West Virginia
systems while also leading all system based ad sales staff. Mr. Rifkin joined Rifkin &
Associates in 1988 as Director - Advertising Sales. Prior to joining R&A, Mr. Rifkin was
employed in commercial real estate management and development. He holds degees from the
University of Denver in marketing and finance.
Lee Clayton
Lee Clayton joined R&A in October of 1997 serving as Vice President of Marketing. Her
responsibilities include evaluating product offerings and prices, as well as overseeing acquisition,
retention and communication efforts. In an increasingly competitive environment, Ms. Ctayton's
experience as a partner at Bortz & Company, where she founded Competitive Strategies Group
which designed competitive plans for major cable MSOs, is a tree asset for R&A. Ms. Clayton
holds a degree in Economics from Trinity College.
Suzanne M. Cyman
Ms. Cyman serves as R&A's Vice President of Programming/Strategic Development. She is
responsible for negotiating all pro~amming contracts for R&A systems, as well as serving on
special assignments as needed in domestic and international cable systems. She served as the
Vice President of Marketing for three years at R&A, as well as at Vista Communications and
Fanch Communications. She holds an undergraduate degree in Public Affairs Management with
an emphasis in Economics from Michigan State University.
Irene D. McPhail
Ms. McPhail serves as Vice President - Operations of Rifkin & Associates. She is responsible
for system operations for Rifkin's system in Miami Beach, Florida. Ms. McPhail has been in
cable television management for nearly txventy years. Prior to joining R&A, she was the owner
and principal of a management consulting firm specializing in cable television and
telecommunications. Ms. McPhail was also employed by Nynex Video Service Operations
Company, where she led the development of business strategy, organizational development and
market launches in txvo major metropolitan cities. Prior to joining Nynex, Ms. McPhail was
employed by Cablevision Systems as General Manager of several of Cablevision's largest
systems, including those in New York City, Cormecticut and Chicago. She holds a degree in
Communication Arts fi.om the New York Institute of Technology.
MIAMI DALLY BUSINESS REVIEW
Published Daily except Saturday, Sunday and.
Legal Holidays
Miami, Dade County, Florida.
STATE OF FLORIDA
COUNTY OF DADE:
Before the undersigned authority personally appeared
Sookle WIIUams, who on oath says that she Is the Vice
President of Legal Advertising of the Miami Daily Business
Review f/Ida Miami Review, a daily (except Saturday, Sunday
and Legst Holidays) newspaper, published at Miami In Dede
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice In the matter of
CITY OF AVENTURA
PUBLIC HEARING 2/2/99
APPLICATION NUMBER:
01-APP-99
In the .......... ~ ..................... Court,
w~publlsh In s I n spaperln the issues of
Affiant further says that the said Miami Dally Business
Restew Is a newspaper published at Miami in said Dada
County, Florida, and that the said newspaper has heretofore
been continuously published In said Dada County, Florida,
each day (except Saturday, Sunday and Legal Holidays) and
has been entered aa second class mail matter at the post
office il
Bp of
el er
;y d,:
mi in said Dada County, Florida, for a period ct
t preceding the first publlcsfion of the attached
~rllaement; and affiant further says that she has
nor promised any person, firm or corporafion
nt, rebate, co mission or refund for the purpose
21 SwomjanuarytO and subscribed before me ~1~
...... day at ......................... A.D. 19 ......
Sookla Williams persoitl~ty~:r~6~te. CO~IIISla~ .~.
I~ ~ CC5453~4 !
/ O;~LO , , A~R. 12,2~0
Applicant Request:
CITY OF AVENTURA
NOTICE OF PUBLIC HEARING
Date and Tim at' Public Hearing: Tuesday, February 2. 1999
6:00 p.m.
Applleant Name: Affordable Community Housing
Trust
The applicant is requesting that the
City Commission overturn a
favorable administrative Substantial
ComplianCe Dete~minaticn, which, if
upheld by the Commission, would
approve a minor modification of a
previously approved site plan.
Application Number: 01-APP-99
Location Of Subject Property: 2761 NE 183 Street
Legal Description: Poriion of Tract 'A" Port William
Subdivision according to the plat
thereof recorded in Plat Book 127
Page 46 of the Public Records of
Dede County, Florida
Size of Subjoct Property: Approximately 1.92 acres
Plans are on file and may be examined during regular business
hours in the City of Aventura. Community Development Department,
2999 NE 191 Street, Suite 500. Aventura. Florida. 33180. Plans may
be modified at or before the Public Hearing. The abplicaticn may
change during the hearing process.
The Public Hearing will be held at Aventura Medical Arts Building,
21110 Biscayne Boulevarb, Suite 101. Aventura, Florida. 33180. Your
comments may be made ~n person at the hearing or filed in writing
pdor ro the hearing date. Refer to applicant/property on
correspondence and mail same to Cib/ of Aventura, Community
Development Department, 2999 NE 191 $!reet. Suite 500, Aventura,
Florida, 33180. For further information, pleass call (305} 466-8940.
In accordance with the Americans with Disabilities Act of 1990, all
persons who are disabled and who need special accommodations to
coriicibste ih this pmcaeding bscauss of that disability should contact
the Office of the City Clerk, 466-8g01. not later than two business days
prior to such procaedings.
If a ~erson decides to appeal any decision made by the City
Commission with respect to any matter considered at a treating or
hearing, that person will need · record of the procaedi'ngs 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.
Teross M. Smith. CMC. CityClerk
1/~1 99-3-0121124M
MIAMI DALLY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Dade County, Florida.
STATE OF FLORIDA
COUNTY OF DADE:
Before the undersigned authority personally appeared
Sookts Williams, who on oath says that she Is the Vice
President of Legal Advertising of the Miami Dally Business
Review f/Ida Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami In Dada
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice In the matter of
CITY OF AVENTURA
PUBLIC HEARING 2/2/99
APPLICATION NUMBER:
0~-SE-99
In the .......... ~ ..................... Court,
w ublls in s i paper in the issues of
Affiant further says that the said Miami Dally Business
Review Is a newspaper published at Miami In said Dada
County, Florida, and that the sstd newspaper has heretofore
been continuously published In said Dada County, Florida,
each day (except Saturday, Sunday and Legal Holidays) and
has been entered as second class mall matter at the post
office in Miami In said Dada County, Flodda, for a period of
one ye t preceding the first publication of the attached
copy rttsement; and affiant further says that she has
nstt nor promised any person, finn or corporation
any t, rebate, commlsston or refund for the purpose
~~Ofne er.g this adve sement for pu Icatlono In the said
Sworn to and subscribed before me this
21 ganuary
...... day of ........................ , A.D. 19 ......
.. ..
SEAL) ! ~V p~, OF¢ICIAL NOT~RY SEAL
Sookts Williams pe ·
r~o~,~ ~ ~ozess~ ..,.~.
I ': OY~:~'O , APR. ,12,,2000
CITY OF AVENTURA
NOTICE OF PUBLIC HEARING
D~te and Time of Public He,ring: Tuesday, Fab~ue~ 2, lg9~ 6:00 p.m.
Applicant Name: Whole Foods Market Group, Inc.
Applicant Request: The applicant is requesting a
Special Exception to soaalng and
d[stenca requirements for the sale
and sewica of alcoholic beverages.
Applicatiod Number: 01-SE-99
Location Of Subject Property: 21105 Biscayne Bouleverd
Legal Description: Tract A-F, Aventura Commons as
recoreed in Plat Book 151 Page 58
of the Public Records et Dabe
County
Size of Subject Property: Approximately 25 acres
Plans are on file and may be examined during regular business
hours in the City of Aventura, Community Development Department,
2999 NE 191 Street, Suite 500, Aventura, Florida, 33180. Plans may
be modified at or before the Public Hearing The application may
change during the hearing process.
The Public Hearing wilt be held at Aventura Medical Arts Building,
21110 Biscayne Boulevard, Suite 101, Averitura Florida, 33180. Your
comments may be made in person at the hearing or filed in writing
prior to the hearing date. Refer to applicant/properly on
correspondence and mail same to City of Aventura, Community
Development Department, 2999 NE 191 Street, Suite 500, Aventura,
Florida, 33180. For further information, please call (305) 466-8940.
In accordance with the Americans with Disabilities Act of 19~0, all
persons who are disabled and who need special accommodations to
padicipe e n his proceeding because of that disability ~hou.~ con.tact
the Office of the City Clerk, 466-8901, r~t ater than two cus~ness uays
prior to such proceedings.
If a per=on decides to appeal any decision made by the City
Commission with respect to any matter considered at a meeting or
hearing, that person will need a record of the proceedings end, for
such purpose, may need to ensure that a vedoatim record o1 the
proceedings is made, which record includes the testimony and
evidence upon which the appeal is to be based.
Teresa M, Smith, CMC, City Clerk
MIAMI DALLY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Dada County, Florida.
STATE OF FLORIDA
COUNTY OF DADE:
Before the undersigned authority personally appeared
Sooide Williams, who on oath says that she Is the Vice
President of Legal Advertising of the Miami Dally Business
Review f/Ida Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami In Dada
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice In the matter of
CITY OF AVENTURA
PUBLIC HEARING 2/2/99
APPLICATION NUMBER:
04-SV-99
w ubll d in s i paper in the issues of
one yea
copy o s
neltbe p
any di cc
of s
21
Affiant further says that the said Miami Dally Business
Review is a newspaper published at Mleml In said Dada
County, Florida, and that the said newspaper has heretofore
been continuously published in said Dede County, Florida,
each day (except Saturday, Sunday and Legal Holldeye) and
has been entered as second class mail matter at the poet
office in ~, nl In said Dada County, Ffottda, for a period of
preceding the first publication of the attached
~lsement; end affiant further says that she has
nor promlssd any person, firm or corporation
it, rebet mmleslon or refund for the purpose
~ .~.~thls a leement, for publication In the said
...... day of ........................ , A.D. 19 ......
.... ..............
(SEAL) I ~y ~,, ~L.O*AeY s~ ~
I ~%~ v~/. C~RYL H MARMER I
~kle ~lllem, persont~%~~. ~ "~" I
l o~o APR. ~2,,~ooo ]
CITY OF AVENTURA
NOTICE OF PUBLIC #EARIN6
bate and Time of Public Hearing: Tuesday, February 2, 1999
6:00 p.m.
Applicant Name: Classic Residence By Hyatt At
Aventura
Applicant Request: The applicant is requesting a sign
variance to allow a nameplate sign
in a residential district with attar
sign area larger t~an allowecl ~)y
Code.
Application Nulnber:. 04-SV-99
Location Of Subject Property: 19333 West Country Club Drive
Legal Description: Lengthy legal - you may contact
the Community Developmem De-
partment for the complete legal
description.
Size of Subject Property: Approximately 4.32 acres
Plans are on file a~d may be examined during regular business
hours in the City of Aventura, Community Development Department,
2999 NE 191 Street, Suite 500, Aventura, Flodda, 33180. Plans may
bee modified at or before the Public Hearing. The application may
change during the hearing process.
The Publio Hear~g will bee held at Aventura Medical Arts Building,
21110 Biscayne Boulevard, Suite 101, Aventura, Florida, 33180. Your
comments may bee made in person at the bearing or filed in writing
p~ior to the hearing date. Refer to applioant/proper'~y on
· _correspondence and mail same Io City of Aventura, Community
Development Depadment, 2999 NE 191 Street, Suite 500, Aventura,
Florida, 33180. For further information, please call (305) 466-8940.
In accordance with the Americans with Disabilities Act of 1990, all
persons who are disabled end who need special accommodations fo
participate in this proceeding because of that disability should contact
the Office of the City Clerk, 466-8901, not later than two business days
prior to such proceedings.
If a person decides to appeal any decision made by the City
Commission with respect to any matter considered at a meeting or
headng, that person 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.
Teresa M. Smith, CMC, City Clerk
1/21 99-3-0121122M
La Mirage ef Harbor Village
Aventura, Florida 33180
January 29, 1999
Mr. Dave Wolpin
2665 South Bayshore Dr.
Suite # 420
Miami, FL 33133
Dear Mr. Wolpin,
On behalf of the community of La Mirage of Harbor Village, we are writing to express our sincere desire for the
immediate demolition of the UNSAFE structure in Marina Cove of Harbor Village.
For years now the structure has caused a danger to our children because they have been seen playing in the
deteriorating structure. It has become a harbor for diseased animals and pests and has significantly contributed
to an ongoing rodent problem in our community. The defiled unfinished construction is an invitation for a
dumping ground. Not only is the structure an unsafe eyesore, it has lowered our property values. For too long
now the structure has been a hazard and an embarrassment to Aventura, "The City of Excellence" and
especially to our proud community of the Waterways of Harbor Village.
We thought the problem was going to be resolved upon learning that the City of Aventura had approved a bid to
demolish the UNSAFE property. We are very distressed and fi'ustrated to learn that the demolition has been
delayed due to legal red tape. As far as we as a community are concerned, any further delay of the demolition is
non-negotiable. We are prepared to aggressively take any and all necessary actions (legally as well as publicly)
with the news and media to alleviate this problem.
We appreciate your time and attention in this regard, and anxiously await your reply.
Sincerely,
La Mirage Board of Directors
Beverly Mars
Michael Rose
Gerry Frankel
Arlene Gottlieb
Carleen Rosado