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HomeMy WebLinkAboutR-2021-030 Dania Airport Hotels Development and Contribution Agreement for Tru HotelRESOLUTION NO.2021-030 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A DEVELOPMENT AND CONTRIBUTION AGREEMENT ("AGREEMENT") ATTACHED AS EXHIBIT A, AND MADE A PART OF AND INCORPORATED INTO THIS RESOLUTION BY THIS REFERENCE, AND ANY ADDITIONAL DOCUMENTS PERTAINING TO THE AGREEMENT; TO TAKE ALL ACTIONS NECESSARY TO IMPLEMENT THE TERMS AND CONDITIONS OF THE AGREEMENT, WITH DANIA AIRPORT HOTELS, LLC FOR THE DEVELOPMENT OF THE TRU HOTEL; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE AGREEMENT; REIMBURSING DEVELOPER $92,687.60 FOR THE COST OF CONSTRUCTING THE NE 1ST STREET WATER LINE, WHICH REIMBURSEMENT AMOUNT INCLUDES THE REIMBURSEMENT OF $39,118.00 IN WATER IMPACT AND CONNECTION FEES; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Dania Airport Hotels, LLC, a Florida limited liability company, as the hotel Developer, owns real property located at 44 N. Federal Highway in the City; and WHEREAS, on October 24, 2017, the City passed and adopted Resolution No. 2017-135 (the "Resolution") approving Developer's site plan, with conditions, to construct a hotel and associated uses (the "Hotel") on the Property; and WHEREAS, as a condition to approval of the Resolution, Developer agreed to construct a new water line in the right-of-way of NE 1st Avenue in order to serve the Hotel; and WHEREAS, prior to building permit, the City requested and Developer agreed to increase the size of the new water line and extend the water line along the full length of NE 1st Avenue between Dania Beach Boulevard and NE 1st Street (the "New Water Line"); and WHEREAS, Developer agreed to construct the New Water Line subject to the City contributing to the cost and fees associated with construction and installation; and WHEREAS, Developer has constructed the New Water Line from East Dania Beach Boulevard to NE 1 st Street and the City has inspected and accepted the New Water Line; and WHEREAS, Developer provided documentation to the City demonstrating that the total cost of the New Water Line was $175,012.09 (the "Installation Costs"); and WHEREAS, the portion of the Installation Costs that are subject to reimbursement and contribution by the City are in the amount of $92,687.60 as set forth in the Agreement ("City's Contribution") (total reimbursement under the agreement is $92,687.60, including water impact and connection fee reimbursement); and WHEREAS, Section 27-212 of the City Code of Ordinances (the "City Code"), provides that a Developer contribution credit against City -imposed water impact and connection fees may be granted in exchange for the construction and installation of water system facilities or improvements and additions to them; and WHEREAS, under the City Code, the Developer paid $39,118.00 in water impact and connection fees the reimbursement of which is addressed in the Agreement; and WHEREAS, the construction and installation of the New Water Line is in conformity with the City's contemplated improvements and additions to the regional water system; and WHEREAS, the New Water Line is consistent with both the public interest and with the City's Comprehensive Plan; and WHEREAS, the City and Developer agree and acknowledge this Agreement shall not be construed or characterized as a development agreement under Chapter 163.3220 through 163.3243, Florida Statutes (the "Florida Local Government Development Agreement Act"); and WHEREAS, the contributions contemplated under the Agreement shall be construed and characterized as work done and property rights acquired by the City utility system; and WHEREAS, Developer and City agree that there is sufficient water capacity in the existing water lines to service the Property developed with the Hotel, including sufficient water service for fire safety, without the need for additional new lines; and WHEREAS, the water line extension has been installed and approved by the City, therefore, the City Commission, pursuant to the Agreement attached as Exhibit A, authorizes the reimbursement to Developer of $92,687.60 for the cost of extending the NE 1st street water line, which amount includes reimbursement of $39,118.00 in water impact and connection fees (total payment to Developer of $92,687.60); and WHEREAS, Developer and City agree that since the New Water Line was installed, there will be sufficientwater capacity to provide operational service for the Hotel; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: 2 RESOLUTION #2021-030 Section 1. That the foregoing "Whereas" clauses are ratified and confirmed to be true and correct, and they are made a part of and are incorporated into this Resolution by this reference. Section 2. That the City Commission approves the execution of the Agreement, a copy of which is attached as Exhibit "A" and made a part of and incorporated into this Resolution by this reference, authorizing reimbursement of the costs associated with the design, construction and installation of the New Water Line related to the development of the Tru Hotel. Section 3. That the appropriate City officials including the Mayor, City Manager and City Attorney, are authorized to execute the Agreement providing for payment to the Developer of a total sum of $92,687.60, inclusive of water impact and connection fee credits of $39,118.00. Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on March 9, 2021. ATTEST: �" "tom � ` ®@•v •y� THOMAS SCHNEIDER, CMC CITY CLERK d` F�'4eLISHE�1 APPROVES TO FORM AND CORREC ESS: THOMA CITY A7 TAMARA JAMESJAMES. MAYOR d 3 RESOLUTION #2021-030 EXHIBIT A RESOLUTION #2021-030 DEVELOPMENT AND CONTRIBUTION AGREEMENT THIS IS A DEVELOPMENT AND CONTRIBUTION AGREEMENT ("Agreement") entered into on , 2021, by and between DANIA AIRPORT HOTELS, LLC, a Florida limited liability company ( "DEVELOPER") and the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation and a political subdivision of the State of Florida (the "CITY"). WHEREAS, DEVELOPER owns real property located at 44 N. Federal Highway in the CITY, the legal description of which is attached and made a part of this Agreement as Exhibit "A" (the "Property"); and WHEREAS, on October 24, 2017, the CITY passed and adopted Resolution No. 2017- 135 (the "Resolution") approving DEVELOPER's site plan, with conditions, to construct a hotel and associated uses (the "Hotel") on the Property; and WHEREAS, as a condition to approval of the Resolution, DEVELOPER agreed to construct a new water line in the right-of-way of NE 1 st Avenue in order to serve the Hotel; and WHEREAS, prior to building permit, the CITY requested and DEVELOPER agreed to increase the size of the new water line and extend the water line along the full length of NE 1st Avenue between Dania Beach Blvd and NE lst Street (the "New Water Line"); and WHEREAS, DEVELOPER agreed to construct the New Water Line subject to the CITY contributing to the cost and fees associated with construction and installation; and WHEREAS, DEVELOPER has constructed the New Water Line from East Dania Beach Blvd to NE 1 't Street and the CITY has inspected and accepted the New Water Line; and WHEREAS, DEVELOPER provided documentation to the CITY demonstrating that the total cost of the New Water Line was $175,012.09 (the "Installation Costs"); and WHEREAS, the portion of the Installation Costs which are subject to reimbursement and contribution by the CITY are in the amount of $92,687.60 as set forth in this Agreement ("City's Contribution"); and WHEREAS, Section 27-212 of the CITY Code of Ordinances (the "CITY Code"), provides that a DEVELOPER contribution credit against CITY -imposed water connection fees and impact fees may be granted in exchange for the construction and installation of water system facilities or improvements and additions to them; and WHEREAS, under the CITY Code, the DEVELOPER paid $39, 118.00 in water connection fees and impact fees the reimbursement of which is addressed in this Agreement and are included in the amount of $92,687.60; and RESOLUTION #2021-030 WHEREAS, the construction and installation of the New Water Line is in conformity with the CITY's contemplated improvements and additions to the regional water system; and WHEREAS, the New Water Line is consistent with both the public interest and with the CITY's Comprehensive Plan; and WHEREAS, the CITY and DEVELOPER agree and acknowledge this Agreement shall not be construed or characterized as a development agreement under Chapter 163.3220 through 163.3243, Florida Statutes (the "Florida Local Government Development Agreement Act"); and WHEREAS, the contributions contemplated under this Agreement shall be construed and characterized as work done and property rights acquired by the City utility system; and WHEREAS, DEVELOPER and CITY agree that there is sufficient water capacity in the existing water lines to service the Property and the Hotel, including sufficient water service for fire safety, without the need for additional new lines or service; and WHEREAS, DEVELOPER AND CITY agree that since the New Water Line was installed, there will be sufficient water capacity to provide operational service for the Hotel; NOW, THEREFORE, for and in consideration of the mutual exchange of the promises and agreements contained in this Agreement and other good and valuable consideration, the adequacy and receipt of which are acknowledged and agreed upon, DEVELOPER and CITY agree as follows: 1. Incorporation of Whereas Clauses. The "WHEREAS" clauses of this Agreement are true and correct and are incorporated into and made a part of this Agreement as if specifically set forth in it. 2. Existing Water Line. There is sufficient water capacity in the new existing water line to service the Property and Hotel, including sufficient water service for fire safety, without the need for a d d i t i o n a l new lines or service. 3. Impact Fee Credit/Reimbursement. DEVELOPER designed, permitted and constructed the New Water Line. The New Water Line was completed prior to the issuance of a Final Certificate of Occupancy for the Hotel. The New Water Line has been inspected and accepted by the CITY. DEVELOPER'S costs and fees associated with constructing the New Water Line are credited or refunded against all CITY -imposed water impact fees, which include connection fees as defined in the CITY Code, because DEVELOPER completed the New Water Line and further provided that (1) New Water Line has been constructed and installed in accordance with plans accepted and approved by CITY and certified by the Broward County Department of Health and (2) the total amount of water impact fee credits granted shall not exceed the total amount of CITY -imposed water impact fees due for the Hotel asset forth within the terms of Section 6 RESOLUTION #2021-030 5 o f t h i s A g r e e m e n t between CITY and DEVELOPER, as authorized pursuant to Section 27-212 of the CITY Code of Ordinances. DEVELOPER completed the New Water Line prior to the issuance of the final certificate of occupancy for the Hotel. DEVELOPER acknowledges and agrees that although the New Water Line is located in the CITY of Dania Beach, other Governmental Authorities have jurisdiction over certain aspects of the New Water Line. DEVELOPER was and remains responsible for all applications and submissions required by other Governmental Authorities, and for obtaining all Governmental Approvals which were required for the development, construction and completion of the New Water Line. 4. City Contribution/Reimbursement. CITY shall reimburse DEVELOPER the amount of $92,687.60 within 30 days of execution of this Agreement (which amount includes the $39,118.00 in credited water impact fees). 5. DEVELOPER installed the New Water Line and represents to CITY that it paid all Installation Costs. Records and supporting documentation which concern or reflect the New Water Line and the Installation Costs have been provided to and accepted by the CITY for purposes of calculating the City Contribution toward the New Water Line. In consideration of the installation of the New Water Line and payment of Installation Costs, CITY agrees to apply the City's Contribution toward the Installation Costs as a credit/reimbursement against the CITY -imposed water impact fees, which include connection fees as defined in the CITY Code, arising from the development of the Hotel, subject to the standards of valuation and limitations set forth in Section 27-212 of the CITY Code. The parties to this Agreement have participated fully in the negotiation and preparation of it and accordingly, this Agreement shall not be more strictly construed against any one of the parties. The parties agree particularly that this Section 5 is bound by the terms of Chapter 27, ARTICLE IV "Water and Sewer Impact Fees" of the CITY Code (the "Impact Fee Ordinance") and any other applicable CITY Ordinances (collectively "Ordinances"). Any and all applicable terms of those Ordinances shall be considered incorporated into this Agreement by this reference. If there is any inconsistency found between this Section 5 and such Ordinances or applicable law, those Ordinances or law shall prevail and be applicable; provided, however, that if such an inconsistency is found, CITY and DEVELOPER shall, in good faith and with reasonable diligence, modify this provision to comply with such Ordinances or applicable law in a manner which best reflects the intent of this Section 5. The parties agree the total for credited water impact fees and construction of the New Water Line Extension shall not exceed the one-time payment of $92,687.60 by the CITY. 6. Amendments. No modification, amendment, or release of the terms or conditions contained in this Agreement shall be effective unless contained in a written document executed by CITY and DEVELOPER. 7. Notices. Any notice, demand or other communication required or permitted under the terms of this Agreement shall be in writing, made by overnight delivery services or certified mail, return receipt requested, and shall be deemed to be received by the addressee one (1) business day after sending by overnight delivery services, and three (3) business days after mailing, if sent by certified mail. Notices shall be addressed as provided below: 7 RESOLUTION #2021-030 As to CITY: Ana M. Garcia, ICMA-CM, City Manager City of Dania Beach 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 with a copy to: Thomas J. Ansbro, City Attorney City of Dania Beach 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 As to DEVELOPER: Attn: Manager Dania Airport Hotels, LLC and AD 1 Management, Inc. 1955 Harrison Street, Suite 200 Hollywood, FL 33020 with a copy to: Nectaria M. Chakas, Esq. Lochrie & Chakas, P.A. 1401 E. Broward Boulevard, Suite 303 Fort Lauderdale, FL 33301 8. Effective Date of the Agreement. This Agreement shall become effective upon CITY Commission approval and execution by the DEVELOPER and CITY. 9. Recording. This Agreement shall be recorded in the Public Records of Broward County, Florida, and shall run with the land. The DEVELOPER shall pay the cost of recording this Agreement. 10. Term of Agreement; Termination. This Agreement shall run with the land, remain in full force and effect, and be binding on all parties and all persons claiming under it for a term of two (2) years from the Effective Date, which may be extended upon the mutual consent of CITY and DEVELOPER pursuant to joint execution and recording of a document modifying the term of this Agreement. Upon request by DEVELOPER, CITY, through the City Manager (and without further notice from or action by CITY), shall promptly cause to be executed and delivered to DEVELOPER to record in the Public Records of Broward County, Florida, a certificate that is binding on the CITY stating that all of the improvements referenced in this Agreement, relating to the New Water Line, have been completed to CITY' S satisfaction, and DEVELOPER has no further obligations with respect to them (the "Certificate of Completion"). The Certificate of Completion, when executed and recorded, shall be conclusive evidence of the termination of the Agreement and all obligations under it. In the event that DEVELOPER reasonably believes that all of its obligations under this Agreement have been satisfied, then DEVELOPER may deliver written notice to CITY asserting the completion of all 8 RESOLUTION #2021-030 such obligations (the "Notice"). CITY shall consider such Notice and inspect the work or proof of completion as it deems reasonably necessary, and within ninety (90) days of delivery of the Notice shall either deliver the Certificate of Completion to DEVELOPER, or, if CITY in good faith believes that any of the express obligations of DEVELOPER under this Agreement have not been completed, deliver a detailed and comprehensive list of all such unfinished obligations to DEVELOPER. Where the list of unfinished obligations is delivered to DEVELOPER, CITY and DEVELOPER shall diligently work together, in good faith and with best efforts, to resolve all such unfinished obligations and cause the Certificate of Completion to be issued as soon as possible thereafter. 11. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior negotiations and agreements between them with respect to all or any of the matters contained in this Agreement. 12. Waiver. The failure of any party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach, or wrongful conduct. 13. Governing Law and Venue. This Agreement will be interpreted and enforced in accordance with Florida and federal law. Venue for any litigation arising out of this Agreement will be Broward County, Florida. The parties voluntarily waive any right to a trial by jury in any litigation which may arise out of or in connection with this Agreement or the performance of obligations in it. 14. Attorneys' Fees. In the event of any controversy arising under or related to the interpretation or implementation of this Agreement or any breach of it, each party shall bear its own attorney fees and costs, both at the trial and appellate levels. 15. CITY's Tort Liability. Any tort liability to which the CITY is exposed under this Agreement will be limited to the extent permitted by applicable law and subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, as it may be amended, which statutory limitations will be applied as if the parties had not entered into this Agreement. The CITY expressly does not waive any of its rights and immunities under applicable law. 16. Miscellaneous. a) Counterpart. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. b) Construction of Agreement. Both parties to this Agreement have substantially contributed to the drafting and negotiation of this Agreement, and this Agreement shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The parties acknowledge that they have 9 RESOLUTION #2021-030 thoroughly read this Agreement, including all exhibits and attachments, and have sought and received whatever competent legal advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations set forth in this Agreement. c) No Personal Liability of CITY. The CITY is a municipal government, and no individual elected official, employee, agent, or representative of CITY will have any personal liability under this Agreement or any document executed in connection with this Agreement. d) No Third-PartRights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. e) Section and Paragraph Headings The section and paragraph headings contained in this Agreement are for purposes of identification only and are not to be considered in construing this Agreement. f) Severability. This Agreement is intended to be performed in accordance with and only to the extent permitted by applicable law. If any provisions of this Agreement, or the application of any provisions of this Agreement, to any person or circumstance is for any reason and to any extent, invalid or unenforceable, but the extent of the invalidity or unenforceability does not destroy the basis of the bargain between the parties contained in this Agreement, then the remainder of this Agreement and the application of any such provisions to other persons or circumstances will not be affected, and will be enforced to the fullest extent permitted by law. g) Signatories' Authority. The individuals signing this Agreement represent and warrant that they have the authority and approval to execute this Agreement on behalf of the party they are identified as representing below. The undersigned representatives represent that they are agents of their respective parties duly authorized to execute contracts generally and this Agreement in particular. h) Successors and Assigns. This Agreement and all obligations of the parties under this Agreement will be binding upon and will inure to the benefit of the CITY and the DEVELOPER, and their legal representatives, successors, and assigns. i) Time of the Essence. All time limits and obligations in this Agreement are of the essence. [SIGNATURE BLOCKS ON FOLLOWING PAGES] 10 RESOLUTION #2021-030 IN WITNESS OF THE FOREGOING, the parties have made this Agreement on the date first above written. ATTEST: THOMAS SCHNEIDER, CMC CITY CLERK APPROVED FOR FORM AND CORRECTNESS: THOMAS J. ANSBRO CITY ATTORNEY CITY: CITY OF DANIA BEACH, FLORIDA a Florida Municipal Corporation TAMARA JAMES MAYOR ANA M. GARCIA, ICMA-CM CITY MANAGER 11 RESOLUTION #2021-030 WITNESSES: SIGNATURE PRINT Name SIGNATURE PRINT Name STATE OF FLORIDA COUNTY OF BROWARD DEVELOPER: DANIA AIRPORT HOTELS, LLC, a Florida limited liability company BY: AD 1 Management, Inc., a Florida corporation, its manager SIGNATURE PRINT Name Title The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, on , 2021, by as of AD 1 Management, Inc., a Florida corporation, the manager of Dania Airport Hotels, LLC, a Florida limited liability company, on behalf of the company. He/she is personally known to me or has produced as identification. My Commission Expires: NOTARY PUBLIC State of Florida 12 RESOLUTION #2021-030 Exhibit "A" P'PnPF,RTV All of Lot 9, Lots 10 and 11, Less street right-of-way, ,and all of Lot 12, in Block 12 of TOWN OF MODELO (NOW TOWN OF DANIA) according to the Plat thereof as recorded in Plat Book B, Page 49, of the Public Records of Miami -Dade County, Florida, said lands now situate lying and being in Broward County, Florida. Lots 13 and 14, Block 12, Town of Modelo (now DANIA BEACH), according to the Plat thereof recorded in Plat Book B, at Page 49, of the Public Records Dade County, Florida; Said lands situate, lying and being in Broward County, Florida, LESS the West 24 feet of said Lot 14 which has been heretofore conveyed to the State of Florida for highway purposes. Folio #: 50-4234-01-1790 13 RESOLUTION #2021-030