Ratify security guard taxing district transfer with Miami-Dade County

168 of the Florida Statutes, the Board of County Commissioners will no longer be the governing body of the Special Taxing District and the Village Council shall "EXHIBIT A" 2 be the governing board of the Special Taxing District (“Transfer Date”). If a contest is filed, the transfer will occur upon a successful resolution of such contest upholding the election, which is no longer challengeable by any appeal. 4. Prior to the Transfer Date, the County’s involvement with the Special Taxing District shall be exclusively administrative to effectuate the creation and immediate transfer of the Special Taxing District to the Village. 5. On Transfer Date, the County will cease all involvement, and the Village will be exclusively responsible for the Special Taxing District. 6. Beginning on the Effective Date, the Village shall be responsible for all pre-existing and future liabilities, whether known or unknown, of the Special Taxing District and the Former District. 7. The Village shall be responsible for establishing assessment rates and collecting assessments for the Special Taxing District. If the Village intends on using the uniform method for the levy, collection, and enforcement of non-ad valorem assessments, the Village shall comply with the requirements of

3632 of the Florida Statutes and shall make such arrangements with the Miami-Dade County Office of the Property Appraiser and Miami-Dade County Tax Collector. 8. The Village shall be responsible for arranging for the Special Taxing District’s utility accounts, and procuring contracts with vendors to provide all necessary services to the Special Taxing District, including, but not limited to, the construction of any guardhouses or other improvements. 9. The Village shall be responsible for establishing its own protocols and policies for accessing the Special Taxing District, including, but not limited to, the issuance and use of access devices, if any. 10. The Village shall be responsible for the continuous operation, maintenance, repair, and replacement, when necessary, of the Special Taxing District’s improvements. 11. The Village shall be responsible for payment of all of the Special Taxing District’s expenses. It is provided, however, that such payment of the Special Taxing District’s expenses incurred by the Village are properly chargeable to the Special Taxing District. 12. Within sixty (60) days of the Transfer Date, the County shall provide to the Village a final financial reconciliation of all known liabilities for the Special Taxing District, as well as the Former District on a pro rata basis. Any omission from the final reconciliation shall not constitute a waiver by either the County or the Village for payment to or from the Special Taxing District’s account or the Former District’s account, as applicable. 13. The County shall issue an invoice to the Village for any pro rata deficit in the Former District’s account, as well as any deficit in that Special Taxing District’s account, 3 including, but not limited to, the costs to abolish the Former District and to establish and transfer the Special Taxing District. The Village shall pay the invoice within sixty (60) days of receipt. It is provided, however, that such expenses incurred by the Village are properly chargeable to the Special Taxing District. 14. Pursuant to section 2-8.9 of the Code of Miami-Dade County, the Village is encouraged to pay the Living Wage. 15. To the extent allowed by, and subject to the limitations of,

28 of the Florida Statutes, the Village does hereby agree to indemnify and hold the County, its officials, employees and instrumentalities, harmless from any and all liability for any damage, injury, or claim that may arise by virtue of the Special Taxing District or Former District, or the exercise of any rights, obligations or actions under this Agreement, including, but not limited to, the Village’s operation of the Special Taxing District or the Village’s failure to provide services or maintain, repair, replace, or operate the improvements. 16. The undersigned further agree that these conditions shall be deemed a continuing obligation between the Village and the County and shall remain in full force and effect and be binding on the Village, and any permitted successors or assigns. 17. In the event that the Village requests any third party to assume any of the responsibilities hereunder, the Village acknowledges that such assumption shall not relieve the Village from any obligations or responsibilities hereunder. Any failure by any third party shall not subject the County to any liability for any damage, injury, or claim that may arise. 18. Nothing in this Agreement, expressed or implied, is intended to: (a) confer upon any entity or person other than the parties and any permitted successors or assigns, any rights or remedies under or by reason of the Agreement as a third party beneficiary or otherwise except as specifically provided in this Agreement; or (b) authorize anyone not a party to this Agreement to maintain an action pursuant to or based upon this Agreement. Additionally, nothing herein shall be deemed to constitute a waiver of any rights under

28 of the Florida Statutes, or as a waiver of the County’s sovereign rights. 19. The language agreed to herein expresses the mutual intent and agreement of the County and the Village, and shall not, as a matter of judicial construction, be construed more severely against one of the parties from the other. 20. Any notices to be given hereunder shall be in writing and shall be deemed to have been given if sent by hand delivery, recognized overnight courier (e.g., Federal Express), or by written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is intended, at the place specified. The method of delivery shall be consistent among all of the persons listed herein. For the present, the Village and County designate the following as the respective places for notice purposes: 4 Village: Village of Pinecrest 12645 Pinecrest Parkway Pinecrest, Florida 331 County: Miami-Dade County Stephen P. Clark Center 111 Northwest First Street Miami, Florida 33128 IN WITNESS WHEREOF, the Village of Pinecrest has caused this instrument to be executed by its respective officials thereunto duly authorized, this the day and year above written. VILLAGE OF PINECREST, a municipal ATTEST: corporation By: _____________________________ By: _____________________________ Village Clerk Village Manager APPROVED AS TO LEGAL FORM ______________________________ AND CORRECTNESS: Village Attorney MIAMI-DADE COUNTY BOARD OF COUNTY COMMISSIONERS, FLORIDA ATTEST: By: _______________________ ____________ Mayor or Mayor’s Date Designee HARVEY RUVIN, CLERK By: _______________________ ____________ Deputy Clerk Date THIS PAGE INTENTIONALLY BLANK RESOLUTION NO. 2018-11 A RESOLUTION OF THE VILLAGE OF PINECREST, FLORIDA URGING FOR THE IMMEDIATE TRANSFER OF CONTROL FROM MIAMI-DADE COUNTY TO THE CITY OF CORAL GABLES UPON THE CREATION OF THE GABLES BY THE SEA-CORAL GABLES SECURITY GUARD SPECIAL TAX IN G DISTRICT, SUBJECT TO THE CREATION OF GABLES BY THE SEA-VILLAGE SECURITY GUARD SPECIAL TAXING DISTRICT TO BE TRANSFERRED TO THE VILLAGE, THE DISSOLUTION OF THE GABLES BY THE SEA SECURITY GUARD SPECIAL TAXING DISTRICT, AND THE TRANSFER OF ASSETS OF THE GABLES BY THE SEA SECURITY GUARD DISTRICT TO THE NEWLY CREATED SPECIAL TAXING DISTRICTS, PURSUANT TO SECTION 18-3.1 OF THE MIAMI-DADE COUNTY CODE. WHEREAS, recently, Miami-Dade County ("County") adopted Section 18-3.1, Miami­ Dade County Code ("County Code"), which allows the County and a municipality to jointly designate the municipality as the governing body of special taxing district if the taxing district is located wholly within the boundaries of the municipality; and WHEREAS, the existing Gables by the Sea Security Guard Special Taxing District's current boundaries encompass parts of the City of Coral Gables ("City") and the Village of Pinecrest ("Village"); and WHEREAS, the Village and City desire to have local control of the special taxing district; and WHEREAS, the existing Gables by the Sea Security Guard Special Taxing District cannot be designated to a municipality because it is not located wholly within one municipality; and WHEREAS, the dissolution of the existing Gables by the Sea Security Guard Special Taxing District and the creation of two separate special taxing districts, to be located within the City and other located within the Village, will make the districts eligible for each municipality to be the governing body pursuant to County Code; and WHEREAS, the dissolution of the existing Gables by the Sea Security Guard Taxing District will be conditioned upon the approval and creation of two separate special taxing districts as well as their transfer to the City and Village, respectively; and WHEREAS, the two newly created special taxing districts would be named Gables by the Sea-Coral Gables Security Guard Special Taxing District intended for the City to be governing body and the other named Gables by the Sea-Pinecrest Security Guard Special Taxing District intended for the Village to be the governing body and an interlocal agreement will be executed between the City, the Village, and the County establishing that the City will be the governing body that will operate the two new special tax districts as one; and WHEREAS, the Village hereby expresses its support of the establishment and transfer of the Gables by the Sea-Pinecrest Security Guard Special Taxing District, subject to the establishment and transfer of the Gables by the Sea-Pinecrest Security Guard District, and subject further to the transfer of the assets and liabilities of the existing Gables by the Sea Security Guard Special Taxing District, and WHEREAS, the Village requests immediate transfer of control and operation of the Gables by the Sea-Pinecrest Security Guard Special Taxing District upon creation by the County subject to the conditions stated herein, and subject to the approval of the residents of the Village; and WHEREAS, the Village hereby agrees that any costs to establish the Gables by the Sea­ Pinecrest Security Guard Special Taxing District shall be paid to the County by the Village from the first year's special assessments collected from the residents of the Gables by the Sea-Pinecrest Security Guard Special Taxing District;