Reimbursement Indemnification Agreement with KGTC LLC esO ZoLo-31 I$-5
REIMBURSEMENT INDEMNIFICATION AGREEMENT
THIS REIMBURSEMENT AND INDEMNIFICATION AGREEMENT (this
"Agreement"), is dated as of Sari' 2 _, 2021 (the"Effective Date"), between the City
of Miami Beach, a Florida municipal corporation (the"City") and KGTC LLC, a Florida limited
liability company("Developer") (each, a"Party" and collectively, the"Parties").
WHEREAS, Developer is the owner of those certain parcels of land located at 7125, 7135
and 7145 Carlyle Avenue; 7100, 7108, 7118, 7134 and 7144 Byron Avenue, and 527 71 Street,
located in Miami Beach, Florida, as more particularly described on Exhibit "A" hereto and
incorporated herein(collectively,the"Developer Property");
WHEREAS, Developer intends to construct upon the Developer Property, among other
components, a 21 story, 270 unit apartment building and 12,500 square feet of retail in a mixed-
use development(collectively, the"Project");
WHEREAS, in connection with the development of the Project, a determination must be
made as to the impact, if any, the Project will have on the City's existing water and sewer system
(the"Impact Study");
WHEREAS, Developer intends to apply for all building permits for the Project and pay in
full the corresponding fees in connection therewith,no later than one year from the date of issuance
of the Impact Study("Expiration Date"); and
WHEREAS, the City, on its own, or through the hiring of a third party consultant, intends
to conduct the Impact Study for the Project, subject to and on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and the
agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated
herein by this reference.
2. Indemnity. Developer agrees to defend,indemnify and hold harmless the City from
and against any and all damage, liability, lien, loss, cost or expense arising or accruing from or
resulting by reason of any and all claims in connection with (1) any transaction contemplated by
this Agreement; (2) the engagement of consultant or performance of services by the consultant;
and (3) any damages claimed by the Developer, or its employees, agents, licensees or contractors
or other parties under their control who are the users or recipients of the,Impact Study,based upon
their reliance upon the Impact Study. The indemnification set forth herein includes all costs and
expenses, including reasonable attorneys' fees (including reasonable fees and costs of the City's
internal legal staff), at trial, appellate and post judgment proceedings, whether by judgment,
settlement or otherwise.
3. Transaction Fee. Developer agrees to provide a cash payment or bond to the City's
Public Works Department ("DPW"), in the amount set forth in Exhibit "B" attached hereto and
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incorporated herein(the"Impact Study Fee"),to conduct the Impact Study. Developer shall pay
or post the bond for the Impact Study Fee with the City within 10 days following the execution of
this Agreement. If after completion of the Impact Study, the City determines that additional
consulting services are required ("Additional Services"), Developer shall deposit an additional
Impact Study Fee to cover the additional costs associated with the Additional Services within ten
(10) days from Developer's receipt of notification from the City.
4. Building Permit Fees. Provided that the City is in receipt of all building permit fees
(in full) for the Project prior to the Expiration Date, the City shall, no later than thirty (30) days
after Developer's written request, return to, or reimburse, Developer the lesser of the following:
(1) the Impact Study Fee paid to the City, as set forth in Section 3 above, OR (2) the water and
sewer portion of the building permit fees for the Project (i.e. 0.35 percent of the total building
permit construction costs identified as the Project value on the building permit application).
Developer's failure to apply for the building permit or pay the building permit fees (in full)prior
to the Expiration Date shall result in Developer forfeiting the full Impact Study Fee to the City.
5. City's Proprietary Capacity. The City is entering into this Agreement in its
proprietary capacity. Nothing contained herein shall affect or be deemed to affect the City's
regulatory authority as a governmental body. In the event that the City exercises its regulatory
authority as a governmental body, the exercise of such regulatory authority and the enforcement
of any rules, regulations, laws and ordinances (including through the exercise of the City's
building,fire,code enforcement,police department or otherwise)shall be deemed to have occurred
pursuant to City's regulatory authority as a governmental body and shall not be attributable in any
manner to City as a party to this Agreement or in any way be deemed in conflict with, or a default
under,the City's obligations hereunder.
6. No Guarantee of Available Capacity. This Agreement shall not be construed to
guarantee allocation of available capacity of the water and sewer system. Allocation of available.
capacity for the water and sewer shall be on a first come,first serve.basis,and subject to Developer
securing the proper connections with Miami-Dade County Water and Sewer Department, as
evidenced by a receipt for payment of the water and sewer connection impact fees.
7. Miscellaneous.
(a) Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the Parties with respect to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of every kind and nature among
them as to the subject matter hereof.
(b) Amendments and Waivers. This Agreement shall not be amended except
by a writing signed by each Party. A waiver of any breach or violation of any term, provision or
agreement contained herein shall not be deemed a continuing waiver or a waiver of any future,
past, same or other breach or violation.
(c) Governing Law. This Agreement shall be governed and construed in all
respects by the laws of the State of Florida, without regard to its conflicts of law principles.
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(d) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Parties and their respective successors and permitted assigns. This
Agreement may not be assigned by any Party without the prior written consent of the other Party.
No Party shall be released of its obligations hereunder without the prior written consent of the
other Party.
(e) No Third Party Beneficiaries. The agreements contained herein are solely
for the benefit of the Parties and do not confer upon any other individual or entity any rights or
remedies of any nature whatsoever, as a third party beneficiary or otherwise.
(f) Counterparts. This Agreement may be executed in several counterparts,by
original, .pdf or facsimile signature, each of which so executed shall be deemed to be an original,
and such counterparts together shall be deemed to be one and the same instrument.
(g) Further Assurances. The Parties shall sign such further documents and do
and perform, and cause to be done and performed, such further and other acts and things as may
be necessary or desirable in order to give full effect to this Agreement.
(h) Severability. If any provision of this Agreement shall be held illegal,
invalid or unenforceable by a court of competent jurisdiction, then such provision shall be either
deleted in its entirety or modified by such court or the Parties, as the case may be, so as to cause
such provision to be legal, valid and enforceable to the maximum extent permitted by law (and to
the extent modified, it shall be modified so as to reflect, to the extent possible, the intent of the
Parties)and shall in no way affect or impair the legality,validity or enforceability of the remaining
provisions of this Agreement, which shall remain in full force and effect.
(i) Litigation. In any action, suit or other proceeding brought to enforce this
Agreement, in addition to any other relief granted,the Parties agree that prevailing Party shall be
entitled to recover its reasonable costs of enforcement, including reasonable costs and attorney
fees(including,with respect to the City,reasonable fees and costs of the City's internal legal staff).
(j) Independent Parties. Nothing in this Agreement shall be deemed to create
a partnership or joint venture between the Parties.
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IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed to
be effective as of the date first above set forth.
ATTEST: CITY OF MIAMI BEACH
By: By:
Rafael Granado, City Clerk Manager Alina T. Hudak
SEP242O21
Approved for form and legal sufficiency
By eq Nit(
4g1City Attorney Y
KGTC, LLC, a Florida limited liability
company
By:
Name: Menriy Chudaitov
Title: Partner
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Exhibit "A"
Developer Property
Parcel 1:
Lots 4, 5, 6, 7 and 8, Block 5 of NORMANDY BEACH SOUTH,
according to the Plat thereof, as recorded in Plat Book 21, at Page 54,
Public Records of Mia ai-Dade County, Florida_
Parcel 2:
Lots 1, 2, 9, 10, 11 and 12, Block 5, of NORMANDY BEACH SOUTH,
according to the Plat thereof, as recorded in Plat Book 21, at Page 54,
Public Records of Miami-Dade County, Florida.
Parcel 3:
Lot 3, Block 5 of NORMANDY BEACH SOUTH, according tope Plat
thereof as recorded in Plat Book 21, Page 54, of the Public Records of
Miami-Dade Counts, Florida_
ACTIVE 59619515v2
Exhibit "B"
Consultant Fee
City of Miami Beach
Hydraulic Modeling for New Water and Sewer Connections
72nd and Park-7145 Carlyle
Fee Estimate
Task Task Wce Senior Principal Total
No. Description President: _Associate _Associate Engineer Hours Cost
.. LABOR " •
1 Sewer System Evaluation
Determine Sewage Flow for Each Manhole 16 16 S 2,176
Add Gravity Mains to InfoWorks Model 17 8 25 S 5,134
InfoWorks Model Runs 8 8 '16 S 2,992
Task 1 Sub-total 25_ ._ 32 - 57 $ 10,302
2 Water System Evaluation
InfoWater Model Runs 16 32 48 S 8,160
Task2 Sub-total 16 32 48 - $ - 8,160
3 Technical Memorandum
Technical Memorandum 2 4 32 38 S 5,864
Task 3 Sub-total ._ - 4 -32 38 $ 5,864"
TOTALS 0 45 0 96 ) 143 $ 24,326
.-_ Labor,Rates Used S280.00 S238.00_ $188.00 • ,$136.00
ACTIVE 59619515v2
e5 b 207,0--31 12 3
PUBLIC WORKS ENGINEERING
DATE: September 15, 2021
TO: Alina Hudak
FROM: Luis Soto
EXT: 26924
EMAIL: luissoto@miamibeachfl.gov
SUBJECT: Reimbursement Indemnification Agreement.
This is a reimbursable agreement to collect fees from a
developer to perform a hydraulic model and determine the
impacts to the water and sewer systems as a result of this new
development. The city will reimburse this fee in the event
that the developer moves forward and pays for all building
permit fees.
Routing: (check (X) fields that apply)
Name Department
X Alina Hudak Office of the City Manager
Eric Carpenter Office of the City Manager
Mark Taxis Office of the City Manager
r w,,'., y � 5d«ed i rnus {�w►.,w ...0 law aaao���a, 'a 1�GiUa``1 '
Information Only
x Review and approval
Assistant City Manager Signature
x Signature
Other
Name Signature
City Engineer Nelson Perez-Jacome
1/4_22/v/2-(
P. Works Director Jose(Joe)Gomez
Assistant City Lester Sol"C
Manager ''
Return to:
Grethel Aguiar
Ext : 26112