HomeMy WebLinkAboutR-2012-106 - Executed a Preliminary City Center Development Agreement with Dania Beach Community Redevelopment Agency & Cynergie Group, LLC RESOLUTION NO. 2012-106
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
EXECUTE A PRELIMINARY CITY CENTER DEVELOPMENT
AGREEMENT WITH THE DANIA BEACH COMMUNITY
REDEVELOPMENT AGENCY ("CRA") AND CYNERGIE GROUP, LLC;
PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA:
Section 1. That the proper City officials are authorized to execute a Preliminary City
Center Development Agreement with the Dania Beach Community Redevelopment Agency and
Cynergie Group, LLC, a copy of which is attached as Exhibit"A", and which Agreement is made
a part of and incorporated into this Resolution by this reference.
Section 2. That the City Manager and City Attorney are authorized to make minor
revisions to the Agreement as are deemed necessary and proper for the best interests of the City.
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED on August 14, 2012.
ATTEST:
LOUISE STILSON, CMC PATRICIA A. FLURY
CITY CLERK MAYOR
Is q�T
APPROVED AS TO RM ND CORRECTNESS:
THOM S J. A BR
CITY ATTO EY
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PRELIMINARY DEVELOPMENT AGREEMENT
THIS PRELIMINARY DEVELOPMENT AGREEMENT (this"Agreement") is made
and entered into as of the day of , 2012 (the "Effective Date") by and
among the DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY, a public
body corporate and politic created pursuant to Part III of Chapter 163, Florida Statutes, having
an address at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 (the "CRA"), the
CITY OF DANIA BEACH,FLORIDA, a Florida municipal corporation, having an address at
100 West Dania-Beach Boulevard, Dania Beach, Florida 33004 (the "City", and together with
the CRA, sometimes hereinafter collectively referred to as "Owner"), and CYNERGIE
GROUP LLC, a Florida limited liability company, having an address at 12555 Orange Drive,
Suite 251,Davie,FL 33330,as the preliminary developer("Developer").
RECITALS
1. The City is the owner of certain real property consisting of approximately 4.10
acres located in Dania Beach, Florida, as more particularly described in Exhibit "1" attached to
this Agreement(the "City Property").
2. The City Property includes the existing city hall building ("City Hall"), located
on an approximately 2.45 acre parcel and an adjacent 1.65 acre parcel of land known as
Parcel 109 which contains a recently completed parking garage.
3. The City released a Request for Qualifications bearing RFQ No. 12-CRA-001,
having a closing date of January 27, 2012 (the "RFQ"), seeking a developer for the
redevelopment of the City Property as a "City Center" containing a mix of residential, retail
and office uses together with the construction and development of a new city hall (collectively,
the "Project").
4. Developer, in response to the RFQ, submitted a bid and was thereafter selected by
Owner to be the developer of the Project.
5. Each of Developer and Owner recognize that the nature, extent and feasibility of
the Project needs to be further clarified and defined prior to the parties being able to enter into a
development agreement ("Development Agreement") and in order to afford Developer an
opportunity to clarify and define the exact nature and extent of the Project, and to provide Owner
with additional detail of what is contemplated by Developer for the Project, the parties have
agreed to enter into this Preliminary Development Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
set forth herein, and other good and valuable consideration,the receipt and sufficiency of which is
acknowledged, the parties to this Agreement, intending to be legally bound, do covenant and
agree as follows:
1. TERM.
This Preliminary Development Agreement shall commence as of the Effective Date and
shall have a term of one hundred eighty(180) days (the"Term").
1.1 Project Renderings. During the Term, Developer shall in good faith, undertake
to prepare proposed renderings of the improvements that will constitute the Project (the
"Renderings"). Developer has previously indicated that it would like to construct between two
and three 14-16 story residential rental apartment buildings together with ground floor retail
uses. In addition, Developer has indicated that it would like to add up to two (2) additional
parking levels on top of the City's existing parking garage located on Parcel 109 and as part of
the RFQ, is required to provide a new City Hall on the City Property (as more particularly set
forth below). Except as otherwise provided herein, the Renderings for the Project shall be
completed using only the City Property and all proposed improvements shall be in accordance
with applicable zoning, height and density rules, regulations and restrictions currently in effect
(i.e. 14 story height limitation with a maximum density of 150 units per acre). If the Developer
desires to propose modifications to the City's existing zoning regulations in order to enable a
Planned Unit Development ("PUD") zoning format or similar flexible zoning concept, the City
will agree to explore such proposed format or concept, however, no representation or warranty
is made as to whether the same shall ultimately be approved.
1.2 Project Pro-Formas. As a condition to the entry into a Final Development
Agreement and the finalization of any deal structure, in addition to the Renderings, Developer
will be required to prepare and deliver to Owner financial pro-formas detailing all of the
Project's anticipated construction costs, revenues and such other information as Owner, or its
agents and consultants may reasonably request to be provided (the "Pro-Formas"). All Pro-
Formas shall be prepared by Developer based upon good faith, actual and reasonable estimates
of all of the anticipated Project costs and revenues and shall contain such additional
information as typically found in pro-formas utilized for the development of projects of a
comparable nature and magnitude as the Project.
1.3 Additional Land. Owner has informed Developer that the City will not seek to
take by condemnation or threat of eminent domain any property surrounding the City Property
in order to render the Project profitable or feasible. Accordingly, all Renderings and if
applicable, all Pro-Formas shall be prepared utilizing only the City Property or such additional
land as the Developer itself may wish to acquire or lease from third parties including the so
called "entry way" property from Federal Highway to the City Property. It is specifically
understood and agreed that any future Development Agreement entered into between Owner
and Developer shall not be conditioned, or otherwise made contingent upon, Developer
acquiring or leasing any additional land beyond the City Property, the acquisition or leasing of
any such additional land shall be at Developer's sole risk and expense. Notwithstanding the
foregoing, subject to the City's receipt of Pro-Formas substantiating the need for the "entry
way" property to be acquired for the Project, the City may review the desirability of the
acquisition of the"entry way"property.
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1.4 City Hall. As part of the RFQ, Developer, in exchange for a long term ground
lease on the City Property, has agreed to construct a new City Hall on behalf of the City.
Notwithstanding the foregoing, subject to the City's receipt and review of the Pro-Formas, the
City may consider paying for some or all of the costs for the construction of the City Hall.
During the Term, Owner will seek to obtain from the City proposed specifications and
requirements for the new City Hall including approximate dimensions, layout, fit out
specifications and such other information as Developer may reasonably request to the extent
the City is able to provide the same. It is specifically understood and agreed that prior to the
entry into the Development Agreement and completion of final plans and specifications for the
new City Hall, none of the information, specifications and requirements provided to Developer
by Owner shall be deemed to be final and binding or result in any waiver of the right by Owner
to make such additional changes or modifications to its specifications and requirements for a
new City Hall as it deems appropriate.
1.5 Fire Station. Developer has indicated that it may wish to include the City's
existing fire station site into the Project. Owner, subject to all applicable governmental
approvals, including the City's Fire Marshall's approval, may be willing to consider the
relocation of the fire station to another location within the City subject to further agreement
between Owner and Developer as to financial responsibility for the costs of acquiring a new
site for the fire station and costs of relocation and construction of a new fire station.
1.6 Phasing. During the Term, Developer and Owner shall discuss the phasing of
the Project and completion timelines.
2. DEVELOPMENT AGREEMENT.
Upon completion and review of the Renderings and Pro-Formas for the Project and
agreement as to the allocation and payment for the costs of building the City Hall, which shall
occur prior to the expiration of the Term, Owner and Developer shall determine if the
anticipated Project as proposed by Developer is economically viable and meets Owner's
requirements for a new City Center. If Owner and Developer, in their sole and absolute
discretion, determine that the Project as proposed by Developer is satisfactory, then the parties
shall enter into the Development Agreement which shall provide for, among other things, the
following: (i) A timeline for the preparation and submittal and approval of construction
drawings based on the approved Renderings; (ii) any financing/leasing/payment terms for the
City Hall; (iii) a phasing plan for development of the Project; (iv) provisions relating to traffic
coordination and staging of construction; (v) to the extent applicable or offered by Owner and
acceptable to Developer, and agreed to during the Term, development, economic and other
financing incentives; (vi) a long term ground lease for the City Property at $1.00 per annum;
development and design parameters based on the approved Renderings; (vii) insurance,
indemnity and bonding requirements; and (viii) such other terms and provisions as are
customarily provided for in development agreements for projects of a comparable nature and
size as the Project and otherwise mutually acceptable by the parties.
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3. NO LIABILITY OR OBLIGATION.
The Parties acknowledge and agree that the entry into this Agreement by Developer and
Owner shall in no event be construed as creating any expectancy, entitlement or obligation,
whether express or implied, direct or indirect, of Owner or Developer to enter into a final and
binding Development Agreement. Developer acknowledges that it will be expending
substantial time and expense in order to prepare and develop the Renderings and, if applicable,
the Pro-Formas for the Project and it is voluntarily electing to do so at its sole cost and
expense. Developer and Owner further acknowledge and agree that they shall not assert,
directly or indirectly, any legal or equitable claim(s) against each other or seek any remedy
arising out of, or resulting from, as applicable: (i) this Agreement; (ii) Owner's or Developer's
failure to approve of any or all of Developer's or Owner's proposals, requests or requirements
for the Project; or (iii) in the event of Owner's or Developer's election to not enter into a Final
Development Agreement with Developer or Owner for the Project (for any reason or no
reason). It is specifically understood and agreed that neither Owner nor Developer makes any
promises or representations regarding the Project including its feasibility, profitability or
whether Developer ultimately is awarded or will accept the development rights to the same.
4. NONDISCRIMINATION.
Developer agrees that it will not knowingly violate any applicable laws or regulations
prohibiting discrimination in employment in the performance of its work under this Agreement.
5. WAIVER.
No consent or waiver, express or implied, by either party to this Agreement to or of any
breach or default by the other in the performance of any obligations under this Agreement shall
be deemed or construed to be a consent or waiver to or of any other or future breach or default
by such party under this Agreement. Failure on the part of any party to this Agreement to
complain of any act or failure to act of the other party or to declare the other party in default
under this Agreement, irrespective of how long such failure continues, shall not constitute a
waiver of the rights of such party under this Agreement.
6. CAPTIONS.
The captions used for the Sections in this Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope of the intent of
this Agreement or any Section of this Agreement.
7. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS.
This Agreement constitutes the entire agreement between the parties to this Agreement
with respect to the matters covered by this Agreement. This Agreement can be modified or
amended only by a document duly executed on behalf of the parties to this Agreement. In the
event any provision of this Agreement shall be determined to be illegal, invalid or otherwise
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unenforceable, the remainder of this Agreement shall not be affected and each remaining
provision, term, covenant or condition of this Agreement shall be enforced to the fullest extent
permitted by law.
8. ASSIGNMENT.
Developer shall not assign this Agreement without the written consent of Owner, which
consent may be withheld or conditioned by the Owner in its sole discretion.
9. DISPUTE RESOLUTION.
This Agreement shall be governed by the laws of the State of Florida and the applicable
laws of the United States of America. Any proceeding seeking to enforce any provision of, or
based on any rights arising out of, this Agreement may be brought against any of the parties in
the courts of the State of Florida, County of Broward, or if it has or can acquire jurisdiction in
the United States District Court of the Southern District of Florida and each of the parties
consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such
action. THE PARTIES WAIVE ANY RIGHTS TO A JURY TRIAL OR PROCEEDING AND
WAIVE ANY OBJECTION TO VENUE, PROVIDED, HOWEVER, THAT SUCH VENUE
SHALL BE CONSISTENT WITH THE REQUIREMENTS OF SECTION 47.025, FLORIDA
STATUTES.
10. NOTICES.
All notices to be given under this Agreement shall be in writing, and shall be given,
served, or made by one of the following methods: (a) depositing the same in the United States
Mail addressed to the party to be notified, postpaid and first class mail, (b) by nationally
recognized overnight courier service such as Federal Express or United Parcel Service, or (c)
by delivering the same in person to such party. Notices of an alleged default or any termination
of this Agreement shall be hand-delivered or sent by certified mail, return receipt requested,
postpaid, to the recipient party. Notice given in any other manner shall be effective only if and
when received by the party to be notified. All notices to be given to the parties to this
Agreement shall be sent to or made to the addresses shown in Section 12 below. By giving the
other party at least fifteen (15) days written notice, the parties to this Agreement shall have the
right to change their respective addresses and specify as its address for the purposes of this
Agreement any other address in the United States of America.
11. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
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12. ADDRESSES.
All invoices, contracts, copies of notices and other correspondence should be addressed
to the City, the OWNER and the Developer as follows:
If to the City:
Robert Baldwin, City Manager
City of Dania Beach
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
Fax No.: (954) 921-2604
With a copy to:
Tom Ansbro,Esq.
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
Fax No. (954)921-2604
If to CRA:
Jeremy Earle, ASLA, AICP
Executive Director
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
Fax No.: (954) 921-2604
With a copy to:
Weiss Serota Helfman Pastoriza Cole& Boniske, P.L.
Attn: Jamie A. Cole, Esq.
200 E Broward Blvd.
Suite 1900
Fort Lauderdale, FL 33301
Fax No. (954) 764-7770
If to Developer:
Cynergie Group,LLC
Attn: Michael Bedzow
12555 Orange Drive, Suite 251
Davie,FL 33330
Fax No. (954) -
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With a copy to:
Richard G. Coker, Jr.
Coker& Feiner
1404 South Andrews Avenue
Fort Lauderdale, FL 33316-1840
Fax No. (954) 761-1818
[THE REST OF THIS PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, this Agreement is executed as of the date first above set
forth:
DEVELOPER
CYNERGIE GROUP LLC, a Florida
limited liability company
By:
Name:
Title:
Dated: 92012
CITY:
CITY OF DANIA BEACH,
a Florida municipal corporation
By:
Robert Baldwin,City Manager
Dated: , 2012
ATTEST:
By:
Louise Stilson,CMC,City Clerk
Approved as to form and legal sufficiency:
By:
Thomas J. Ansbro, City Attorney
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OWNER:
DANIA BEACH COMMUNITY REDEVELOPMENT AGENCY
By:
Patricia A. Flury, Chairman
Dated: 92012
ATTEST:
By:
Louise Stilson,CMC, Secretary
WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L.
By:
CRA Attorney
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EXHIBIT "I"
THE CITY PROPERTY
DANIA BEACH CITY CENTER
P.ARCEL'B',-DANLA BEACH CITY CENTER",PLAT BOOK 179,PAGE 137,BRO WARD COUNTY RECORDS,and
A PORTION OF LOTS 1 THRU 9,BLOCK 21,"FLAP OF THE TOWN OF MODEL0",PLAT BOOK B,PG.49,FILAFII-DADE COUNTY RECORDS,
ALL LYING IN SECTION 34,TOWNSHIP 30 SOUTH,RANGE 42 EAST,CITY OF DANIA BEACH,BROWARD COUNTY.FLORIDA
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