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98-054 RESOLUTION NO. 98-54 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED POLICE SERVICES AGREEMENT BETWEEN THE CITY OF AVENTURA AND AVENTURA MALL VENTURE; 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 Police Services Agreement between the City of Aventura and Aventura Mall Venture. .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 Beskin, who moved its adoption. The motion was seconded by Commissioner Holzberg and upon being put to a vote, the vote was as follows: Commissioner Arthur Berger yes Commissioner Jay R. Beskin yes Commissioner Harry Holzberg yes Commissioner Jeffrey M. Perlow yes Commissioner Patricia Rogers-Libert absent Vice Mayor Ken Cohen yes Mayor Arthur I. Snyder yes Resolution No. 98-54 Page 2 PASSED AND ADOPTED this 9th day of June, 1998, ; ,..,.~',/> ~/ , ~'RTHUR I. SNYDm, MAYOR ATTEST: TERESA M. SMITH, CMC CITY CLERK APPROVED AS TO ~E( iAL ,~UFFICIENCY: CITY ATTORNEY / POLICE SERVICES AGREEMENT THIS AGREEMENT is effective the_lst day of August, 1998 (the "Effective Date") by and between the CITY OF AVENTURA, FLORIDA, a Florida municipality (the "CITY") and AVENTURA MALL VENTURE, a Florida General Partnership (the "OWNER"). WHEREAS, OWNER is the owner and operator of the Aventura Mall (the "Mall") which constitutes the largest retail shopping facility within the CITY and within the region, and provides more than two million square feet of retail space; and WHEREAS, the volume and intensity of retail activities at the Mall creates special police and law enforcement demands; and WHEREAS, the City of Aventura Police Department has found that considerable police activity is necessitated to provide law enforcement services at the Mall and this demand will increase with the expansion of the Mall; and WHEREAS, OWNER recognizes the substantial demand on police law enforcement services created by the intensity of retail and consumer activities at the Mall and desires to insure that adequate police protection is available at the Mall to protect the residents and visitors; and WHEREAS, OWNER wishes to help offset the CITY's costs which result bom the provision of law enforcement services at the Mall above and beyond costs offset by ad valorem taxes, normal city revenues and applicable fees; and WHEREAS, the City Commission finds that this Agreement constitutes a public purpose in providing police services and a tool to offset a portion of the cost of CITY's law enforcement services required by the Mall. THE PARTIES HERETO DO COVEN.4NT AND AGREE, AS FOLLOWS: Section I. Provision of On Duty Law Enforcement Services. A. On Duty - Subject to CITY Law enforcement personnel and resource limitations and the law enforcement priorities and discretion of the CITY's Chief of Police, CITY shall provide the services of three (3) on duty law enforcement officers at the Mall based on the schedule contained in Exhibit "A". The officers shall be situated and located at the Mall for CITY's convenience in enhancing response times and avoiding unnecessary interruptions of regular CITY patrol. OWNER shall contribute to CITY the annual amount of One Hundred Seventy-Six Thousand ($176,000) Dollars payable, in advance on the first day of each month, in monthly installments, for the duration of this Agreement. This amount shall be subject to a Consumer Price Index (CPI) increase annually in May of each year. This contribution shall be over and above payments of applicable ad valorem taxes, normal City revenues, impact fees and other fees as provided by law. B. Off Duty - Subject to CITY law enforcement personnel and resource limitations CITY shall provide six (6) off duty law enforcement officers at the Mall based on the schedule contained in Exhibit "A". The Mall shall pay to City the prevailing off duty police officer rate per hour as established by City and in accordance with any future increases to said rate for all offduty officers. C. Schedule or Manpower Revisions - Any deviations from the schedule or manpower requirements established in this Agreement shall be subject to the approval of the City Manager or his designee and OWNER. D. Annual Review - Police law enforcement needs for the Mall shall be evaluated annually in April by CITY and OWNER to determine if any changes are necessary to improve security at the Mall. Section II. Term of Agreement. This Agreement shall be in full force and effect for a period commencing on the Effective Date hereof and expiring five (5) years thereafter, and shall be subject to automatic five (5) year renewal periods unless either party cancels six (6) months prior to the expiration of this Agreement. Section III. Cooperation. A. OWNER shall use its best efforts to cooperate with CITY's police department in connection with the performance of this Agreement and shall provide interior and exterior space. B. OWNER shall continue to provide private security guard services for the safety of patrons and for protection of property and prevention of theft, at OWNER's sole cost and expense, and nothing in this Agreement shall relieve OWNER of any responsibility or liability imposed by law. Additionally, any arrangements made by OWNER or merchants at the Mall for additional off-duty law enforcement services shall be independent of this Agreement. Section IV. Force Majeure. Neither party hereto shall be liable for its failure to carry out its obligations under this Agreement during any period when such party is rendered unable, in whole or in part, by force majeure to carry out such obligations, but the obligations of the party relying on such force majeure shall be suspended only during the continuance of any inability so caused and for no longer than the period of said 2 with all reasonable dispatch. It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of fume majeure shall be conditioned upon such party giving, to the other party, written notice of its assertion that a force majeure delay has commenced within ten (10) working days after such commencement, unless there exists good cause for failure to give such notice, in which event, failure to give such notice shall not prejudice any party's right to justify any non-performance as caused by force majeure unless the failure to give timely notice causes material prejudice to the other party. It is further agreed and stipulated that each party hereto shall make its best efforts to carry out its obligations under its Agreement during any period when such party is rendered, unable, in whole or in part, by fome majeure to carry out such obligations. Section V. Default. A. OWNER Event of Default. Without limitation, failure by the OWNER to substantially fulfill any of its material obligations in accordance with this Agreement, unless such failures are justified by force majeure, shall constitute a "OWNER Event of Default". Ifa OWNER Event of Default should occur, the CITY shall have all of the following rights and remedies, which it may exercise singly or in combination: 1. The right to declare that this Agreement together with all rights granted to OWNER hereunder are terminated, effective upon such date as is designated by the CITY provided, however, that an Event of Default shall be defined to consist of a default that shall occur by the default in performance of any of the covenants and conditions required herein to be kept and performed by OWNER and such continues for a period of thirty (30) days after receipt of written notice from the CITY of such said default. Provided that (1) if the nature of the default is such that it cannot be cured in a period of thirty (30) days from the date of the default and (2) OWNER shall commence good faith efforts to cure such default no later than thirty (30) days after such notice, and (3) such efforts are prosecuted to completion, to CITY's reasonable satisfaction, then it shall be deemed that no Event of Default shall have occurred under the provisions of this paragraph. 2. Any and all rights provided under the laws of Florida. B. CITY Event of Default. Without limitation, the failure by the CITY to substantially fulfill any of its material obligations in accordance with this Agreement, unless such failures are justified by force majeure, shall constitute a "CITY Event of Default". Ifa CITY Event of Default should occur, the OWNER shall have the following rights and remedies, which it may exercise singly or in combination: 1. The right to declare that this Agreement together with all rights granted to CITY thereunder are terminated, effective upon such date as designated by the OWNER; provided, however, that an Event of Default shall be defined to consist of default that shall occur by the default in performance of any of the covenants and conditions required herein to be kept and performed by CITY and such default continues for a period of thirty (30) days after receipt of written notice from the OWNER of said default. Provided that (1) if the nature of the default is such that it cannot be cured in a period of thirty (30) days from the date of the default, and (2) CITY shall commence good faith efforts to cure such default, no later than thirty (30) days after such notice, and (3) such efforts are diligently prosecuted to completion to OWNER's reasonable satisfaction, then it shall be deemed that no Event of Default shall have occurred under the provisions of this paragraph. 2. Any and all rights provided under the laws of the State of Florida. Section VI. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties agree to submit to service of process and jurisdiction of the State of Florida for any controversy or claim arising out of relating to this Agreement or a breach of this Agreement. Venue for any court action between the parties for any such controversy arising from or related to this Agreement shall be in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. Section VII. Entirety of Agreement. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein. The parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire Agreement between the parties as to the matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications conceming this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by written agreement duly executed by both parties hereto or their authorized representatives. Section VIII. Headings. Captions and headings in this Agreement are for ease of reference only and do not constitute a part of this Agreement and shall not affect the meaning or interpretation of any provisions herein. Section IX. Rights of Others. Nothing in this Agreement expressed or implied is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this Agreement. Section X. Waiver. There shall be no waiver of any right related to this Agreement unless in writing signed by the party waiving such right. No delay or failure to exemise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof. Any waiver shall be limited to the particular rights so waived and shall no be deemed a waiver of the same right at a later time, or of any other right under this Agreement. Section XI. Invalidity of Provisions, Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidation the remainder of such provision or the remaining provisions of this Agreement, provided that the material purposes of this Agreement can be determined and effectuated. Section XII. Notice. Notices to CITY provided for herein shall be sufficient if sent by Federal Express or certified mail, return receipt requested, postage prepaid, addressed to City Manager at 2999 N.E. 191st Street, Suite 500, Aventura, Florida 33180, and notices to OWNER, if sent by Federal Express or certified mail, return receipt requested, postage prepaid addressed to OWNER at 19501 Biscayne Blvd., Suite 400 Aventura, Florida 33180 Attention: Legal Department or such other respective addresses the parties may designate to each other in writing fi:om time to time. This Agreement shall be effective upon the date first indicated above. CITY OF~i~, a~ality By: k,_._ '--- Eric M. Sd{roka T~resa'IVl. Smith CITY CLERK Approved as to form: AVENTURA MALL VENTURE, a Florida General Partnership Title: :~ ~, ~:2 'V0~c~, 6 Exhibit "A" Scheduling Proposal for Aventura Mall 3 Police Officers ON DUTY SCHEDULE: Three new positions funded by the Mall will be scheduled Monday through Saturday 2pm to 10pm. This schedule is based on a study of the most active times when demands for police are the highest. Monday Tuesday Wednesday Thursday Friday Saturday Sunday Officer 1 Off 2pm - lopm 2pm - 10pm 2pm - lopm 2pm - lopm 2pm - lopm I Off Officer 2 2pm - 1 Opm 2pm - 1 Opm Off Off 2pm - 1 Opm 2pm - 1 Opm 2pm - 1 Opm Officer 3 Off Off 2pm - 1 Opm 2pm - 1 Opm 2pm - 1 Opm 2pm - 1 Opm 2pm - 1 Opm OFF DUTY SCHEDULE: This is the current off-duty schedule. It is recommended that this schedule continue. These officers do not respond to handle calls for service. They function as roving security and only take police action as needed. Monday Tuesday Wednesday Thursday Friday Saturday Sunday Officer 1 4pm - iOpm 4pm - iOpm 4pm - 10pm 4pm - lopm 6pm '- 12mid 6pm - 12r~id 12pm ~- 6pm Officer 2 4pm- lopm 4pm- lopm 4pm- lOpm 4pm- 10pm 6pm- 12mid 6pm- 12mid 12pm- 6pm Officer 3 6pm- 12mid 6pm- 12mid Officer 4 8pm - 2am 8pm - 2am Officer 5 8pm - 2am 8pm - 2am Officer 6 8pm - 2am 8pm - 2am