Reimbursement Indemnification Agreement with MB Mixed Use Investment, LLC DocuSign Envelope ID:D3027137-F834-4D70-920E-FD357826E176
2oz2 - 32292
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REIMBURSEMENT INDEMNIFICATION AGREEMENT
NOV 1 / 2022
THIS REIMBURSEMENT AND INDEMNIFICATION AGREEMENT(this"Agreement"), is
dated as of October_, 2021 (the"Effective Date"), between the City of Miami Beach, a Florida
municipal corporation (the "City"), and MB Mixed Use Investment, LLC, a Florida limited liability
company("Developer") (each, a "Party"and collectively, the"Parties").
WHEREAS, the City owns the real property located at 1900 Convention Center Drive,
Miami Beach, Florida 33139, as more particularly described on Exhibit"A" attached hereto and
incorporated herein (the"Site");
WHEREAS, the City entered into that certain Development & Ground Lease Agreement
dated July 31, 2018, as may be amended from time to time, by and between the City, as lessor,
and Developer, as lessee (the"Ground Lease");
WHEREAS, pursuant to the Ground Lease, Developer intends to develop and construct
upon the Site the Miami Beach Convention Center Hotel, consisting of hotel rooms, commercial
spaces and amenities(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 two (2) years 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) this Agreement; and (2) 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,at trial,appellate and post judgment proceedings,
whether by judgment, settlement or otherwise.
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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 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 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, plus the costs associated with Additional Services paid to the
City, if any, 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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 •
NOV 1 7 2022
By: By.
Rafael Granado, City Clerk ity Manager Alina T. Hudak
�z.. y' Approved for form and legal sufficiency
=INCORPORATED!'
,,, .. ,, , .^'' By:
' CityAttorney
Y
WITNESS: MB MIXED USE INVESTMENT, LLC, a Florida
limited liability company
Name: Nam David Marti
Date: Title: Manager
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
4 �r! ( r ttl?biZL
7 City Attorney ! Date
DocuSign Envelope ID:D3027137-F834-4D70-920E-FD357826E176
Exhibit"A"
Leased Property
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A parcel of land lying in Section 34,Township 53 South,Range 42 East,City of Miami Beach,
Miami-Dade County,Florida,being moree particularly described is follows:
Commence at the Southeast corner of Lot 1,Block 22,according to the AMENDED PLAT OF
GOLF COURSE.SUBDIVISION OF THE ALTON BEACH REALTY COMPANY; as recorded
in Plat Book 6,Page 26,of the Public.Records of Miami-Dade:County,:FIorida;thence
N88°00'53"E,:along the Easterly prolongation of the Northerly right of way line of 17th Street,
said right of way being 70 feet in width as shown on said Plat Book 6,Page 26,a distance 368.16
feet; thence NO2°04'00"W,along the Eastern edge of an existing 15 feet wide sidewalk lying on
the East side of Convention Center Drive as now laid out and in use,a distance of 39.94 feet to
the Point of Beginning;thence continue NO2°04`00"W along said existing sidewalk,a distance of
238.58 feet to the beginning of a curve concave to the Southeast having a radius of 40.00 feet,a
chord which bears N42°58'54"E;thence Northeasterly along the arc of said curve a distance of
62.90 feet,through a central angle of 90°05'48';thence N88°01'48"E a distance of 13.05 feet to a
point hereinafter referred to as Point"A";thence continue N88°01'48"E a distance of 297.49
feet;thence.S01°56'26"E,to the intersection with said Easterly prolongation of the Northerly
right of way of 17th Street,a distance of 318.50 feet,thence S88°00'53"W,along said Easterly
prolongation of the.Northerly right of way of 17th Street, a distance of 309.9.6 feet to the
beginning of'a curve concave to the Northeast having a radius of 40.00 feet,a chord which bears
N47°01'33"W,thence Northwesterly along-the arc said curve a distance of 62.78 feet,through a
central angle of 89°55'08" to the Point of Beginning.
TOGETHER WITH:.
An airspace parcel being a parcel of land lying in Section 34,Township.53 South,Range 42
East,City of Miami Beach,Miami-Dade.County,Florida,having as its lower boundary, a
horizontal plane at elevation 23.69 feet(North American Vertical Datum of 1988),having as its
upper boundary, a horizontal plane at elevation 52.44 feet(North American Vertical Datum of
1988),the perimetrical boundaries of which are more particularly described as follows:
Begin at said Point"A";thence NO3°29'22"W a distance of 53.99 feet;thence N86°30'38"E a
distance of 30.00 feet;thence S03°29'22"E a distance of 54.78 feet;thence S88°0l'48"W a
distance of 30.01 feet to the Point of Beginning said point also being Point"A".
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DocuSign Envelope ID:D3027137-F834-4D70-920E-FD357826E176
Exhibit"B"
City of Miami Beach
Miami Beach Convention Center Hotel -Hydraulic Evaluation
Fee Estimate-$24,712.00
City of Miami Beach
Miami Beach Convention Center Hotel-Hydraulic Evaluation
Fee Estimate
Task Task, d ,y+ F,ih ' Presscttfent Assoiatess=Associate SErt4Tn a Erra n r Flours Cost;'
LABOR r. a .x. �k, [
1 Sewer System Evaluation
Determine sewage flaw for each manhole 4 4 $ 544
Add Gravity Line to InfoWorks Model 8 28 36 $ 5,712
InfoWorks Model Runs 4 ` 2 14 20 $ 3,232
i- .>„ .' ',12 ,`;+' 2. " , ..,Z0,'t ...,,°,46 ,;6D: 14" ''9A88=
2 Water System Evaluation
lnfoWater Model Runs 8 I I 40 48 $ 8,784
ask 2 Sub-tataC °! T
3 Technical Memorandum ( 1
Technical Memorandum 2 4 1 16 I 16 38 $ 8,440
$
TOTALS�w Era � n 21,<; 2 Y t 2> 66 62 146 $ 24,712
•4 : `LBbor-R es USedA:E�>" ' t 4 ,4 • 280 t30: t' S23Bz40 $168¢Q a i.4172 00: L$136,00j
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DocuSign Envelope ID:D3027137-F834-4D70-920E-FD357826E176
Contract/Document Routing Form
/v\I AM I BEAC H
Contract No. Title
n/a Reimbursement Indemnification Agreement
Contractor .Re.uestin:De eartment
FPL Public Works
be.artthent Director Name Si:natured&,Date .: ;' :�_ ACM Name Si_nature&Da*e�>
et- 11/7/1011 I 1:08 PM EST � (
[1amGo�0,yz ��iG V/1Gt� (/1TP< sG ;�►� ()r��22
Document'ee;Select One ° ,E``
Type 1—Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
Type 2—Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement
Type 4—Grant agreements with the City as the recipient * Type 7—Inter-governmental agency agreement
Type 5—Grant agreements with the City as the grantor Type 8—Other:
Surrima"• &-Pure ose T :'.
City Commission item,RE:Non-exclusive utility easement in favor of Florida Power and Light(FPL),for the 1701
Convention Center Drive and 1700 Washington Avenue Hotel Project. Item approved on September 4,2022,
via Resolution 2022-32292
tiOri:inal°Term _ •Renewal'Periods Total LTerm Original Rene..na ls
Fundin Information ,,; f a"t
Grant Funded: Yes No State Federal Other:
Cost&Fundin::Source:+
hYear : Annual.Cost ,r Account'`
�� : � � + "= a`Re.uire Enhancement
�k��,:
1 Yes No
2 Yes No
3 Yes No
4 Yes No
5 Yes No
1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.
3.Budget approval indicates approval for the current fiscal year only.Future years are subject to City Commission approval of
the annual adopted operating budget.
City Commission Approved: Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
" 2022-32292 C7W 09/1.4/22
If no,explain why CC approval is not required:
Legal Form Approved: Yes No If no,explain below why form approval is not necessary:
r Corti'ohance�Q °royals see-Attached .:' '
Procurement: n/a Grants: n/a
Budget: n/a Information Technology: n/a
Risk Management: n/a Fleet&Facilities: n/a
Human Resources: n/a Other: Eric Carpenter,DCM
DocuSign Envelope ID:D3027137-F834-4D70-920E-FD357826E176
Instructions for Completing&-Routing Contract Coversheet
1. Every field must be completed. If the requested information is not applicable,enter N/A.
2. It is advisable to confirm the authority to sign,funding/account information,risk management compliance,
and controlled purchases(IT or Fleet/Facilities)with the appropriate department prior to routing a document.
3. Attach all supporting documentation(e.g., resolutions,commission memorandums,etc.)when routing.
4. When creating the workflow in DocuSign,in addition to the department head and applicable assistant/deputy
city manager,make sure the individuals(or designees)indicated in the Required Compliance Approvals section
below are included in the approval path.Note that compliance approvers must approve prior to the ACM.
5. The City Manager does not need to sign the coversheet.
6. If you have any questions,contact the Procurement Department.
. yr equired Comp lanceApprovals
When routing documents for approval by the city manager,in addition to the department head and applicable city
manager, make sure the following individuals (or designees)are included in the approval path depending on each
contract type.
Type 1—Contract, amendment, or task order for the purchase of goods or services resulting from a competitive
solicitation.
• Procurement(Alex Denis)
• Budget(Tameka Otto Stewart)
• Grants(Judy Hoanshelt)—if the purchase is grant-funded
• Controlled purchases—
o Facilities and Fleet(Adrian Morales)—if the purchase involves a"facilities"or"vehicle"item
o Information Technology(Frank Quintana)—if the purchase involves a technology item
Type 2—Other contract or amendment for the purchase of goods or services not resulting from a procurement-
issued competitive solicitation.
• Procurement(Alex Denis)
• Budget(Tameka Otto Stewart).
• Risk Management(Marc Chevalier)
• Grants(Judy Hoanshelt)—if the purchase is grant-funded
• Controlled purchases—
o Facilities and Fleet(Adrian Morales)—if the purchase involves a"facilities"or"vehicle"item
o Information Technology(Frank Quintana)—if the purchase involves a technology item
Type 3—Independent Contractor Agreements
• Human Resources Director(Marla Alpizar)
Type 4—Grant agreements when City recipient
• Grants(Judy Hoanshelt)
Type 5—Grant agreements when City grantor
• As appropriate,depending on grant type
Type 6—Tenant agreements
• Facilities and Fleet(Adrian Morales)
Type 7—Inter-governmental agency agreement
• City Manager's Office(Marcia Montserrat)
Any other type:Contact the Procurement Department for assistance.
Delete this page before routing the coversheet.