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2007-041 RESOLUTION NO. 2007-41 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE AND OTHERWISE ENTER INTO THAT CERTAIN LIBRARY INTERLOCAL AGREEMENT, IN SUBSTANTIALLY THE FORM AS ATTACHED HERETO, BY AND BETWEEN THE CITY OF AVENTURA AND MIAMI-DADE COUNTY; 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 Library Interlocal Agreement, in substantially the form attached hereto, by and between the City of Aventura and Miami-Dade County, is hereby approved and the City Manager is authorized to sign the Agreement on behalf of the City, once approved by the City Attorney as to form and legal sufficiency, and is authorized to make any revisions which the City Manager and City Attorney find to be necessary in order to accomplish the purposes hereof. Section 2. The City Manager is hereby authorized to do all things necessary and expedient to carry out the aims of this Resolution. Section 3. This Resolution shall become effective immediately upon adoption. The foregoing resolution was offered by Commissioner Weinberg, who moved its adoption. The motion was seconded by Commissioner Joel, and upon being put to a vote, the vote was as follows: Commissioner lev Auerbach yes Commissioner Bob Diamond yes Commissioner Teri Holzberg yes Commissioner Billy Joel yes Commissioner Michael Stern yes Commissioner Luz Urbaez Weinberg yes Mayor Susan Gottlieb yes Resolution No. 2007-41 Page 2 PASSED AND ADOPTED this 2nd of October, 2007. APPROVED AS TO LEGAL SUFFICIENCY: CITY A~tL~ ~ EMS/tms DRAFT LIBRARY INTERLOCAL AGREEMENT This Library Interlocal Agreement ("Agreement") is executed by and between the City of A ventura, a municipal corporation of the State of Florida (the "City") and Miami-Dade County, a political subdivision of the State of Florida (the "County" or the "Library") (collectively, "Parties"), and is entered into this day of, 2007 (the "Agreement"). WITNESSETH WHEREAS, Hurricane Wilma destroyed the roof of the Northeast Library located at 2930 A ventura Boulevard and caused severe damage to the inside of the building, making it difficult to rehabilitate the existing facility; and WHEREAS, the County, desires to reconstruct the Northeast Library Building at the existing library location and continue to provide Library Service to the City of Aventura which is part of the Miami-Dade Public Library Taxing District; and WHEREAS, the reconstructed Library branch would be a maximum of 26,000 square feet to be located at 2930 A ventura Boulevard, A ventura, Florida 33180 In consideration of mutual covenants contained herein the Parties agree as follows: 1. Desie:n and Construction of the Library Buildine: A. The City in conjunction with the County will design the library facility. The City will obtain the County's approval of the design of the Library prior to proceeding with construction of the combined facility. B. The City shall reconstruct for the County a facility of approximately, 26,000 contiguous square feet for use as a branch Library of the Miami-Dade Public Library System. City County Page 1 of 10 DRAFT C. The County and the City agree to design and build a multi-use facility to include the Northeast Branch Library and a Performing Arts Center in the same boundaries. The total design, construction furniture, fixtures, infrastructure and operational costs for the Performing Arts Center shall be borne solely by the City. 2. Oblie:ations of the City A. Construction. The City shall reconstruct the Library Building, as further described in this Section, to be approximately 26,000 contiguous square feet within which Miami-Dade Public Library System shall resume operation of the Northeast branch Library, subject to the conditions set forth herein. The City shall not commence construction of the Library Building without first obtaining the County's written approval of the site plan and exterior plan of the Library Building, which approval shall not be unreasonably withheld. The City agrees to construct the Library Building consistent with the requirements of federal, state, and local law, including but not limited to the requirements contained in the Florida Building Code and the Americans with Disabilities Act. B. Interior. The City agrees to fully construct, partition, and prepare the interior of the Library Building in accordance with the plans and specifications prepared and approved by the County and the City. The City further agrees to turn over to the County the Library Building ready for immediate occupancy, and for equipping by the County as is more fully set out in this Section. In order to minimize unnecessary costs of construction, the County agrees to submit to the City an Interior Design Plan, which shall include all necessary interior design information for the City so that the City shall meet the following requirements: 1. fully partition, and paint the interior of the Library Building; 2. furnish and install all interior doors and interior finishes; 3. furnish and install a finished ceiling, including all overhead lighting fixtures; 4. furnish and install an independent fully functional HV AC air conditioning system for the Library Building; City County Page 2 of 10 DRAFT 5. furnish and install all safety devices required by the Florida Building Code or other applicable laws, rules, or regulations, including but not limited to: all fire alarms, sprinkler systems, fire extinguishers, and exit signs; 6. furnish and install wiring needed by the Library Building for electric, data communication and connectivity to the Library's Wide Area Network, telephone, and cable service; 7. furnish and install a separate electric and water use meters for the Library Building; 8. furnish and install a burglar alarm system at the Library Building; 9. allow for the installation of an exterior freestanding book drop at a location that is mutually agreeable to the parties. 10. provide dimensioned floor patterns and tile patterns (including floor treatments), as required. C. The City shall submit construction documents of the Library Building for County review and approval at 25%, 50%, 75% and 100% completion. The County shall review and provide relevant comments on the plans within 21 business days of each submittal (25%, 50%, 75 %, and 100%). The City shall undertake the interior improvements described in Section 2( c) only upon submission by the County, in writing, of its design plan for the interior space ("Interior Design Plan"). It is expressly understood that any interior construction reasonably required for the operation of the Library Building contained in the Interior Design Plan but not specifically identified in this Section or Section 3 below shall be the sole responsibility of the City. 3. County's Oblie:ations. Design Plan. The County agrees to submit its Interior Design Plan to the City for approval no later than thirty (30) days following receipt of the 25% construction documents for the Library Building, as described in Section 2 (C) above. The City's approval of the Interior Design Plan shall not be unreasonably withheld. Disapproval of the Interior Design Plan may be based upon fiscal or financial considerations and not aesthetic considerations. Any reasonable additional costs relating to the County's failure to submit the complete Interior Design Plan contemplated by Section City County Page 3 of 10 DRAFT 2 and 3 of this Agreement shall be borne by the County. The Interior Design Plan shall include the specifications delineated in Section 2 (B) above. 4. Furniture. Supplies & Equipment The County shall provide and install all additional lighting, furniture, shelving, books, window treatments, supplies, and equipment, including computer equipment, for the Library Building, and shall have full discretion in the selection and approval thereof. 5. Maintenance The County shall be responsible for full maintenance and repair of the interior of the Library Building, including the maintenance and repair of all flooring, wiring, or other interior construction furnished and/or installed by the City under Section 2 after the warranty period has expired. The County shall be responsible for maintaining the HV AC unites) after the warranty period on the HV AC unites) has expired. The City shall not be responsible for any interior maintenance or repair to the Library Building except that except that the City shall use its best efforts to require that all warranty services are provided by the respective contractor or vendor. The County shall be responsible for any non- warranty items. The County shall be responsible for maintaining and repairing the Library's parking facility, all exterior electricity and lighting fixtures, all landscaping of the Library, and all exterior maintenance or repair , any structural maintenance or repair, including the roof, for the Library Building. The County shall be responsible for all utilities consumed by the County. The County shall provide its own janitorial and custodial services to serve the needs of the Library Building. The County and the City may enter into a Supplemental Service Agreement to address the provision of additional services, such as security or landscaping. 6. Capital Commitment City County Page 4 of 10 DRAFT A. In consideration for the City's agreement to construct the Library Building the County will provide up to $12.5 million dollars for demolition of existing building, capital development of the Library Building, including site plan, design, architectural and engineering services, and construction of the building and landscaping and parking (the "Capital Development Maximum Contribution"). B. The County will provide up to 5% of the Capital Development Maximum Contribution in the form of advance payment, to be made within thirty (30) days of the City's selection of the project Architect. Thereafter, the County will provide payment to the City on a reimbursement basis (the "reimbursement requests"). C. The City agrees to abide by the Administrative Rules of the Building Better Communities General Obligation Bond Program. D. In no event, shall County funds be advanced directly to any subcontractor. E. The County shall not be held responsible for any additional design or construction change orders initiated by the City due to design omission changes, design error changes, regulatory changes, and/ot unforeseen/unforeseeable changes. The County retains the right to initiate change orders as needed to enhance the Library portion of the project, which shall be funded separately from the above aforementioned $12 million. 7. Operation. A. Miami-Dade County Public Library System will operate the library and will pay the full yearly operating costs. The Library and the City agree that the Library will commence operations ninety days after a certificate of occupancy is issued for the Library Building and acceptance of the Library Building by the County. During said ninety (90) day period, the Library will hire staff; install shelving and purchase and install library materials and City County Page 5 of 10 DRAFT equipment. The Library reserves the right not commence operation of the library within the above stated time if budgetary constraints prohibit the Library System from funding operational costs. C. The Library reserves the right to establish and amend the operating hours of the branch Library as needed, and such hours may be changed at the sole option of the County without formal amendment of this Interlocal Agreement. The library branch will be operated in accordance with all rules and regulations of the Miami-Dade Public Library System. In addition, the Miami-Dade Public Library System will have control of all operation, use and programming with regards to this library branch. D. The City shall ensure the County's quiet enjoyment of the Library Building as related to any City use or activities. 8. Rie:ht to Cancel. The terms of this Interlocal Agreement shall continue unless written notice is given by either party to the other at least six (6) months in advance of the date of the year in which the Library is proposed to be or the Agreement is proposed to be terminated. The County Manager and the City Manager shall have the authority to cancel this Agreement in the name of the County and the City respectively as provided herein, upon approval by their respective governing body. The party that chooses to terminate this Agreement shall be responsible for paying the reasonable and direct costs and expenses incurred by the other party as a result of the termination. At the conclusion of this Interlocal Agreement, the contents of the Library Building shall remain the property of the County. In the event the County terminates this Interlocal Agreement before original term expires, the County shall provide the City with a payment equal to the balance needed to pay off the City's design and/or construction debt. 9. Indemnification. The County shall indemnify and hold harmless the City to the extent and within the limitations of Section 768.28, Fla. Stat., subject to the provisions City County Page 6 of 10 DRAFT of the Statute whereby the County shall not be held liable to pay a personal injury or property damage claim or judgment by anyone person which exceeds the sum of $100,000, or any claim or judgments or portions thereof, which, when totaled with all other occurrences, exceeds the sum of $200,000, from any and all personal injury or property damage claims, liabilities, losses, and causes of action which may arise solely as a result of the negligence of the County. The City shall indemnify and hold harmless the County to the extent and within the limitations of Section 768.28, Fla. Stat., subject to the provisions of the Statute whereby the City shall not be held liable to pay a personal injury or property damage claim or judgment by anyone person which exceeds the sum of $100,000, or any claim or judgments or portions thereof, which, when totaled with all other occurrences, exceeds the sum of $200,000, from any and all personal injury or property damage claims, liabilities, losses, and causes of action which may arise solely as a result of the negligence of the City. 10. Library Access. It is agreed that the completed Library Building shall be open to use by all County residents, regardless of residency within the City 11. Namine: and Sie:nae:e. Upon completion, the Library Building shall be named "Miami-Dade Public Library System Northeast Branch." The County shall provide and the City shall allow signage that is in accordance with County branding standards for signage at Library facilities. 12. Prohibited Use of Funds. The City shall not utilize funds provided under this Agreement to retain legal counsel for any action or proceeding against the County or any of its agents, instrumentalities, employees or officials. 13. Compliance with Laws. City County Page 7 of 10 DRAFT The City agrees to abide by and be governed by Miami-Dade County Ordinance No. 72-82 (Conflict of Interest Ordinance codified at Section 2- 11.1 et al. of the Code of Miami-Dade County), as amended, which is incorporated herein by reference as if fully set forth herein, in connection with its contract obligations hereunder. The City agrees to abide by and be governed by all applicable federal, state, and local laws, including but not limited to the Americans with Disabilities Act The City shall set aside appropriate funding for the Art in Public Places Program, as set forth in section 2-11.15 of the Code of Miami-Dade County. The funding allocated for the Art in Public Places Program is equal to 1.5 % of the capital commitment amount. The City will be allowed to utilize the amount necessary to comply with section 2-11.15 out of the capital commitment portion. 14. Notices. It is expressly understood that the Library Director and the City Manager have the authority to make submissions and provide approvals as required under this Agreement. It is understood and agreed between the Parties that written notice addressed to the following at the addresses shown shall constitute sufficient notice under this Agreement: To the Library Department: Raymond Santiago, Director c/o Miami-Dade County Library Department 101 W. Flagler Street Miami, Florida 33130 To City: Eric M. Soroka, ICMA-CM City Manager City of A ventura 19200 West Country Club Drive Aventura, Fl33180 City County Page 8 of 10 DRAFT 15. Autonomy. The Parties agree that this Agreement recognizes the autonomy of, and stipulates or implies no affiliation between, the contracting Parties. It is expressly understood that the City is not an agent or instrumentality of the County. Furthermore, the City's agents and employees are not agents or employees of the County as a result of this Agreement. 16. Entirety of Ae:reement. The Parties agree that this Agreement and Exhibits hereto set forth the entire agreement between the Parties, with respect to the development and use of the Library Building between the County from the City, and in that regard there are no promises or understandings other than those stated in this Agreement. None of the provisions, terms and conditions contained in this Interlocal Agreement may be added to, modified, superseded or otherwise altered, except by the County Manager and City Manager, or where appropriate the Board of County Commissioners and the City Commission. At the completion of the design development of the Library with the adjoining Performing Arts Center, the County will develop an amendment to this Interlocal Agreement detailing all parties' duties and responsibilities that will be presented to the respective Governing Bodies. This Amendment shall include a guarantee or lease to the City for the premises upon which the PAC shall be constructed for a period of ninety-nine (99) years at a maximum sum ofTen (10) Dollars a year. 17. Amendments. Any amendments to this Agreement must be effected in writing. 18. Force Maieure Neither Party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, City County Page 9 of 10 DRAFT storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of government, act of public enemy, or other cause of similar or dissimilar nature beyond its reasonable control during the period of such force majeure. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. City of Aventura Approved as to form and legal sufficiency: By: Eric M. Soroka, ICMA, CM City Manager David Wolpin, Esq. City Attorney Attest Teresa M. Soroka, MMC City Clerk Miami-Dade County Approved as to form and legal sufficiency: George M. Burgess County Manager Diamela del Castillo Assistant County Attorney City County Page 10 of 10