Loading...
HomeMy WebLinkAboutR-2017-112 Authorizes the Execution of a Development Agreement & Any Additional Documents Pertaining to Agreement with Dania Beach Hospitality Group Related to Development of The Wyndham Garden Hotel RESOLUTION NO. 2017-112 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A DEVELOPMENT AGREEMENT AND ANY ADDITIONAL DOCUMENTS PERTAINING TO THE AGREEMENT AND TO TAKE ALL ACTIONS NECESSARY TO IMPLEMENT THE TERMS AND CONDITIONS OF THE AGREEMENT, WITH DANIA BEACH HOSPITALITY GROUP, LLC RELATED TO THE DEVELOPMENT OF THE WYNDHAM GARDEN HOTEL; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Dania Beach Hospitality Group, LLC (the "DEVELOPER") owns real property located in CITY, the legal description of which is attached and made a part of the attached Development Agreement(the "Property"); and WHEREAS, on August 25, 2015, the City of Dania Beach, Florida (the "CITY") passed and adopted Resolution No. 2015-092 (the "Resolution") approving DEVELOPER'S site plan, with conditions, to construct a hotel and certain improvements (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 NW 1st Avenue in order to serve the Hotel (the "New Water Line"); and WHEREAS, DEVELOPER shall cause the New Water Line to be constructed from NW 1st Street to NW 2°a Street and shall be paid for solely by DEVELOPER; and WHEREAS, DEVELOPER'S costs and fees associated with constructing the New Water Line shall be credited against all applicable Hotel-related CITY-imposed water impact fees, which include connection fees as defined in the City Code, provided that (1) New Water Line has been constructed and installed in accordance with plans accepted and approved by City and certified by 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 as set forth within the terms of a separate contribution agreement between CITY and DEVELOPER authorized pursuant to Section 27-212 of the City Code; and WHEREAS, DEVELOPER agrees that it shall design, permit and construct an extension of the New Water Line in the right-of-way of NW 1st Avenue extending from NW 1st Street to Dania Beach Boulevard (the "New Water Line Extension") for the CITY, subject to CITY'S contribution and reimbursement of cost and fees associated with construction of the New Water Line Extension as set forth within the terms of the attached Development Agreement; and WHEREAS, DEVELOPER and CITY agree that there is sufficient water capacity in the existing water lines to service the Property throughout the development and construction of the Hotel, including sufficient water service for fire safety, without the need for new lines or service during that time; and WHEREAS, DEVELOPER AND CITY agree that after the New Water Line is installed, there will be sufficient water capacity to provide operational service for the Hotel; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: 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 reference. Section 2. That the City Commission approves the execution of the Development Agreement, a copy of which is attached as Exhibit "A", and made a part of and incorporated into this Resolution by this reference, which is necessary for the development of the Wyndham Garden Hotel. Section 3. That the appropriate City officials including the Mayor, City Manager and City Attorney, are authorized to execute the Development Agreement and any additional documents pertaining to the Development Agreement and to take all action necessary to implement the terms and conditions of the Development Agreement. Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. The CITY, or the DEVELOPER if so requested by the City Clerk, shall record this Resolution at the DEVELOPER'S sole expense in the Public Records of Broward County, Florida. 2 RESOLUTION#2017-112 Section 6. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on September 26, 2017. PRp'S F1 1, ATTEST: o`� _ LOUISE STILSON, CMC TAMARA J S CITY CLERK .,y MAYOR APPROVED AS TO AND CORRECTNESS: THOMA J. A RO CITY ATTORN Y 3 RESOLUTION#2017-112 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("Agreement") entered into this day of September 2017, by and between DANIA BEACH HOSPITALITY GROUP, LLC, a Florida limited liability company (the "DEVELOPER") and the CITY OF DANIA BEACH, a Florida municipal corporation and a political subdivision of the State of Florida(the "CITY"). WITNESSETH: WHEREAS, DEVELOPER owns real property located at 129 N Federal Hwy in the CITY, the legal description of which is attached hereto and made a part hereof as Exhibit "A" (the "Property"); and WHEREAS, on August 25, 2015 CITY passed and adopted Resolution No. 2015-092 (the "Resolution") approving DEVELOPER'S site plan, with conditions, to construct a hotel and certain improvements (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 NW 1st Avenue in order to serve the Hotel (the "New Water Line"); and WHEREAS, DEVELOPER shall cause the New Water Line to be constructed from NW 1st Street to NW 2nd Street and shall be paid for solely by DEVELOPER; and WHEREAS, DEVELOPER has previously paid the CITY water impact fees and connection fees in the amount of$44,467 for development of the Hotel; and WHEREAS, DEVELOPER'S costs and fees associated with constructing the New Water Line shall be credited against all CITY-imposed water impact fees, which include connection fees as defined in the City Code, upon DEVELOPER'S completion of 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 (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 as set forth within the terms of a separate contribution agreement between CITY and DEVELOPER authorized pursuant to Section 27-212 of the City Code; and WHEREAS, DEVELOPER agrees that it shall design, permit and construct an extension of the New Water Line in the right-of-way of NW 1st Avenue extending from NW 1st Street to Dania Beach Boulevard (the "New Water Line Extension") for the CITY, subject to CITY'S contribution and reimbursement of cost and fees associated with construction of the New Water Line Extension as more particularly set forth within the terms of this Development Agreement as referenced herein; and 4 RESOLUTION#2017-112 WHEREAS, DEVELOPER and CITY agree that there is sufficient water capacity in the existing water lines to service the Property throughout the development and construction of the Hotel, including sufficient water service for fire safety, without the need for new lines or service during that time; and WHEREAS, DEVELOPER AND CITY agree that after the New Water Line is 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 herein and other good and valuable consideration, DEVELOPER and CITY hereby 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 specifically as if set forth herein. 2. Existing Water Line. There is sufficient water capacity in the existing water line to service the Property throughout the development and construction of the Hotel, including sufficient water service for fire safety, without the need for new lines or service during development and construction. 3. The New Water Line. DEVELOPER agrees to design, permit and construct the New Water Line in the right-of-way of NW Is' Avenue in order to provide capacity for the Hotel's operational service after it is constructed. The New Water Line shall extend from NW 1st Street to NW 2"d Street and shall be paid for solely by DEVELOPER. DEVELOPER'S costs and fees associated with constructing the New Water Line shall be credited against all CITY-imposed water impact fees, which include connection fees as defined in the City Code, upon DEVELOPER'S completion of 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 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 as set forth within the terms of a separate contribution agreement between CITY and DEVELOPER authorized pursuant to Section 27-212 of the City Code. DEVELOPER shall complete the New Water Line prior to the issuance of the final certificate of occupancy for the Hotel. DEVELOPER acknowledges 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 will be responsible for all applications and submissions required by other Governmental Authorities, and for obtaining all Governmental Approvals required for the development, construction and completion of the New Water Line. 5 RESOLUTION#2017-112 4. The New Water Line Extension. DEVELOPER agrees to design, permit and construct the New Water Line Extension in the right-of-way of NW I" Avenue extending from NW 1 St Street to Dania Beach Boulevard for the City at a cost of $67,090 (the "City's Contribution") provided that the New Water Line Extension has been constructed and installed in accordance with plans accepted and approved by CITY and certified by Broward County Department of Health. In the event that the New Water Line is increased because of a Change Orders which are required, the City's Contribution may be increased from a total Contribution of $67,090 to an amount not to exceed a total Contribution of$ 73,800 if the City finds that such Change Orders are warranted, reasonable and consistent with City's purposes in making the Contribution, subject to City's written approval and prior authorization. DEVELOPER shall complete the New Water Line Extension prior to the issuance of the final certificate of occupancy for the Hotel. DEVELOPER acknowledges that although the New Water Line Extension is located in the City of Dania Beach, other Governmental Authorities have jurisdiction over certain aspects of the New Water Line Extension. DEVELOPER will be responsible for all applications and submissions required by other Governmental Authorities, and for obtaining all Governmental Approvals required for the development, construction and completion of the New Water Line Extension. 5. CITY Cooperation. CITY hereby covenants and agrees to cooperate with DEVELOPER in any and all respects that may be requested by DEVELOPER regarding permitting and access involving the New Water Line and the New Water Line Extension. 6. Amendments. No modification, amendment, or release of the terms or conditions contained herein 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: As to CITY: Mr. Robert Baldwin City Manager City of Dania Beach 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 with a copy to: Thomas J. Ansbro, Esq. 6 RESOLUTION#2017-112 City Attorney City of Dania Beach 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 As to DEVELOPER: Mr. Jose D. Berman President AD 1 Management, Inc. 1955 Harrison St. Suite 202 Hollywood FL 33020 and: Mr. Gilberto Sanchez AD 1 Global LLC 2028 Harrison St. Suite 202 Hollywood FL 33020 with a copy to: Stephen K. Tilbrook, Esq. GrayRobinson, P.A. 401 East Las Olas Blvd. Suite 1000 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 hereof. . Notwithstanding the foregoing, upon completion of all of DEVELOPER'S obligations hereunder, 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 herein, relating to the New Water Line and the New Water Line Extension, have been completed to CITY'S satisfaction, and DEVELOPER has no further obligations hereunder (the "Certificate of Completion"). The Certificate of Completion, 7 RESOLUTION#2017-112 when executed and recorded, shall be conclusive evidence of the termination of the Agreement and all obligations thereunder. In the event that DEVELOPER reasonably believes that all of its obligations hereunder have been satisfied, then DEVELOPER may deliver written notice to CITY asserting the completion of all 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 herein. 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 hereby 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 hereof. 14. Attorneys' Fees. In the event of any controversy arising under or related to the interpretation or implementation of this Agreement or any breach thereof, the CITY or DEVELOPER, as the case may be, as the prevailing party, shall be entitled to payment for all reasonable attorneys' fees, paralegals' fees, experts' fees, mediation fees and cost incurred in connection therewith both at the trial and appellate levels. 15. Indemnification from General Contractor. DEVELOPER covenants and agrees that any contracts for work entered into by DEVELOPER or other contractor in privity with the DEVELOPER will indemnify, defend (with counsel approved by the CITY) and hold harmless CITY from and against any and all claims, damage, demands, fines, lawsuits, actions, proceedings, orders, decrees, judgments, costs, and expenses of any kind or nature, including Attorneys' Fees and expert witness fees (all of the foregoing, collectively, "Losses"), resulting directly or indirectly from, out of, or in connection with the development and construction of the New Water Line and the New Water Line Extension by the general contractor, its employees, agents, and subcontractors. This indemnification includes, without limitation, indemnification against the following: (i) Losses due to injury or damage to person or property (including death); and (ii) Losses resulting from any negligent act or omission, operation, or work of general contractor, its employees, agents or subcontractors in connection with the services required by 8 RESOLUTION#2017-112 this Agreement in connection with the development and construction of the New Water Line and the New Water Line Extension by the general contractor or its employees, agents, and subcontractors. 16. 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 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. 17. 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 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 PartyPggy Rights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto 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. fl 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 herein, the remainder of this Agreement and the application of such provision 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 9 RESOLUTION#2017-112 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 permitted legal representatives, successors, and assigns. i) Time of the Essence. All time limits and obligation in this Agreement are of the essence. [SIGNATURE BLOCKS ON FOLLOWING PAGES] 10 RESOLUTION#2017-112 The parties have signed this Agreement on the dates set forth below their respective signhtures. DEVELOPER: DANIA BEACH HOSPITALITY GROUP, LLC, a Florida limited liability company, By: AD 1 Management, Inc., a Florida corporation, as Manager By: Jose D. Berman, President Date: , 2017 Attested: By: Print name: Title: ACKNOWLEDGEMENT: STATE OF FLORIDA ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2017, by , as of DANIA BEACH HOSPITALITY GROUP,LLC,a Florida limited liability company, who is personally known to me or produced as identification. NOTARY PUBLIC: (SEAL) My Commission expires: Print Name: 11 RESOLUTION#2017-112 CITY: CITY OF DANIA BEACH By: Tamara James, Mayor Dated: (SEAL) ATTEST: Louise Stilson, City Clerk STATE OF FLORIDA ) SS COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this day of , 2017, by Tamara James, as Mayor of the City of Dania Beach, Florida, a municipal corporation, on behalf of the municipal corporation, who is personally known to me. NOTARY PUBLIC: (SEAL) My Commission expires: Print Name: 12 RESOLUTION 42017-112 Exhibit"A" PROPERTY Parcel 1: Lots 9 and 12, LESS the East 8 feet thereof, and Lots 10 and 11, Block 10, TOWN OF MODELO (now Dania), according to the map or plat thereof, as recorded in Plat Book "B", Page 49, of the Public Records of Miami - Dade County, Florida, said lands situate, lying and being in Broward County, Florida. Parcel 2: Lots 13, 14, 15 and 16, LESS the East 8 feet of Lots 13 and 16, Block 10, Town of Modelo (Now Dania), according to the map or plat thereof, as recorded in Plat Book "B", Page 49, of the Public Records of Miami - Dade County, Florida, said lands situate, lying and being in Broward County, Florida. 13 RESOLUTION 42017-112