Predevelopment AgreementG7 F - `~flo/O~
PREAEVELOPMEN'I' AGREEMENT
6 S T' 18
THIS AGREEML'NT dated as of , 2008 ("Agreement") between CITY OF
MIAMI BEACH, a Florida municipal corporation ("City") and SRC PROPERTIES, LLC, a
Florida limited liability company ("SRC"). City and SRC aze collectively referred to as the
"Parties" and individually as a "Party."
RECITALS
A. SRC, through certain affiliates, controls certain properties ("Project Properties")
located in Miami Beach, Florida in the area bounded by 19°i Street on the north, l8 Street on
the south, Bay Road on the cast and Purdy Avenue on the east.
B. City and SRC are exploring an arrangement for the purchase of the air rights over
some of the Project Properties by the City ("Purchase") and the construction by the City of a
nazking garage ("Protect").
C. In order to determine the feasibility of the Purchase, the City has requested SRC
to obtain approvals of the Project from the City Planning Board and the City Design Review
Board (collectively, "Board Approvals").
D. In order to obtain the Board Approvals, it will he necessary to perform 'certain
predevelopmenl work ("Predevelopment Work") and the City has agreed to share the cost of
sach Predevelopment Work ("Predevelopment Costs") with 5RC, notwithstanding that the
Parties have rot at this time entered into a formal agreement with respect to the Project
Properties and the development thereof.
'SOW, THEREFORE, in consideration of the premises recited above, the undertakings of
the Parties described below and $10.00 and other good and valuable consideration paid by each
Party to the other, the City and SRC agree as set forth below.
i. I'redevelooment Work. SRC shall perform the Predevelopment Work consisting
of the following:
(a) Obtain sufficient architectural and engineering plans for the Board
Approvals;
(b) Obtain a traffic study;
(c) Obtain a concurrency report;
(d) lise reasonable commercial efforts to obtain a proposed designlbuild
contract from a contractor reasonably acceptable to the City for execution by the City providing
for completion of the Project (exclusive of the build out of the first floor retail space) at a cost of
approximately 515,805 (low) to 520,377 (high) per parking space in accordance with SRC's prior
submission to the City without consideration of any changes that may be necessitated in such
contract by reason of the Board Approvals; ~~
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(e) Obtain such other materials as may be required by the Planning Board
and/or the Design Review Boazd to obtain the Boazd Approvals, including the items described in
Schedule A; and
(f) Obtair. approval from any other City Boards whose approval may be
required for the initial design and site plan of the Project.
2. Predevelopment Costs Payments.
(a) SRC and the City agree to shazc Approved Predevelopment Costs. SKC
shall be responsible for 35% of Approved Predevelopment Costs and the City shall be
responsible for 65'/0 of Approved Predevelopment Costs. Approved Predevelopment Costs shall
mean those Predevelopment Costs up to the amounts described in Schedule A.
(b) The limits on Approvec Predevelopment Costs and any additional
Predevelopment Costs shall be subject to change from time to time upon written approval
between the City and SRC.
(c) Both the City and SRC agree to pay their respective shaze of Approved
Predevelopment Costs within 30 days of receipt of an invoice for an item of such Approved
Predevelopment Costs together with such additional infomlation with respect to such invoice as
may be reasonably requested by any of the Parties. The Parties agree that either Party may, by
agreement between the Parties, be the disbursing agent for any such invoice and, in such event,
the allocable shaze of each Party for such invoice shall be paid to the disbursing agent. Upon
payment of any invoice, the disbursing agent shall obtain evidence of payrrlent and distribute
such evidence to the nondisbursing Party.
(d) Predevelopment Costs shall not include any costs incident to developing
retail facilities on the first floor of the Project Properties.
3. Notices. Any and all notices required or desired to be given under this
Agreement shall be in writing and shall be deemed to have been duly given when delivered by (i)
hand, (ii) facsimile (provided a confirmation sheet is provided by the sending machine}, (iii) any
overnight courier service (such as Federal Express) or i iv) L"united States mail, registered or
certified mail, return receipt requested, postage prepaid, and in any such case addressed to the
address of the Party to be notified set forth below (or to such other address as either Party may
subsequently specify by a notice given in accordance with this Section 5 to the other Party). Any
Party may change the address for notice purposes by giving written notice in aceordance with
this Section 5. The Parties designate the following as the respective places for giving of notice:
FOR CITY:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Jorge b4. Gonzale2, City Manager
Fax No.: 305-673-7782
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With a copy to
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Amt: Kevin Crowder
Fax No.: 305-673-7033
For SRC
SRC Properties LLC
230 Fifth Street
Miami Beach, Florida 33139
Attn: Scott Robins
Fax No.: 305-674-0619
4. Captions. All captions in this Agreement are for convenience only and aze not to
be referred to in connection with the construction or interpretation of this Agreement or any of iLs
provisions.
5. Attorneys Fees. In any litigation brought or maintained pursuant to, or arising
out of, the terms of this Agreement, the prevailing Parry shall be entitled to recover its reasonable
attorneys' fees from the other Party.
6. Assignment. SRC may assign this Agreement to any entity meeting the
following requirements:
(a) Scott Robins has a direct or indirect ownership interest in the entity;
(b) the entity has an ownership interest in any of the Project Properties; and
(c) the entity asswnes in writing all of SRC's obligations under this
Agreement.
Upor. any such assignment, SRC shall amain jointly azld severally liable fur all obligations
under this Agreement. This Agreement and its obligations shall not otherwise be assignable
without the prior written consent of the non-assigning Party. Except as otherwise indicated in
this Section, this Agreement shall be binding or. the successors and assigns of the respective
Pames.
7. Termination. Either Party may terminate this Agreement at any time by notice to
the other Party. Such termination will rot relieve either of the Parties of its payment obligation
for Predevelopment Costs incurred or for which an obligation for paymert has been incurred
pursuant to any written or oral agreement entered into by either Party prior to the non-
tcrminating Party's receipt of notice of termination. "1'hc obligation for payment of such
Predevelopment Costs shall survive termination of this ,4greement.
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8. Complete Agreement. This Agreement contains the entire understanding of the
Parties relating to the subju;t matter of this Agreement and cannot be changed or terminated
except by an instrument signed by both Parties.
9. No Joint Venture Nor Agreement to Purchase. This Agreement does not and
shall not be construed to create a partnership or joint venture between the }'arties. Neither Party
shall be liable for any act or omission of the other Party. This Agreement does not constitute an
agreement to sell or an agreement to ptuchase any portion of the Project Properties nor shall it
bind either of the Parties to reach such agreemcnt. To the extent the Parties reach any such
agreement, it will be the subject of a further written agreement executed by the Parties. The
failure of the Parties to reach an agreement for the sale and purchase of the Project Properties
shall not relieve either Party of its payment obligations under this Agrcement.
l0. Governing Law. This Agreement has been cntered into in the Statc of Florida,
and the validity, interpretation and legal effect of this Agreement shall be governed by the laws
of the State of Florida applicable to contracts entered into and performed entirely within the State
of Florida. Jurisdiction and vcnuc of any controversies regarding this Agreement, and any actior.
or other proceeding which involves such a controversy will be brought in Miami-Dade County,
Florida and not elsewhere.
11. Partial Invalidin•. In the event any provision of this Agreement shall be
determined to be invalid or unenforceable by a court of competent jurisdiction or by any other
legally constituted body having jurisdiction to make such determination, the remainder of the
Agreement shat: remain in full force and effect.
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12. Construction of Agreement. 'hhe Parties acknowledge that each has participated
in and has been equally responsible for prepazatioa of this Agreement, and that this Agreement
or any possible ambiguities contained therein shaft not be construed against either Party.
l3. Agreement Subject to Ratification by Ciri~ Commission. The Parties
acknowledge that, pursuant to prior authorization of the City Commission with regard to the
Project, the City has (as of the effective date of tMs Agreement) appropriated $50,000 towazd
the Predevelopment Costs, as set forth in Schedule A hereto. Accordingly, the balance of
Predevelopment Costs shall he subject to appropriation by the City Commission. The City shall
have no obligation to rcirnburse any Predevelopment Costs beyond $50,000 until such time as
the balance of said Costs are approved by the City Cormission. In the event that the City
Commission does not approve the appropriation of the balance of the Predevelopment Costs by
October ], 2008, then this Agreement may he terminated by either party, upon three (3) days
written notice to the other. In the event of a tem~inatior. pursuant to this Section 13, the City
shall compensate SRC for the City's portion of the Predevelopment Costs incurred up to the date
of termination (up to a maximum of $50,000), and thereafter the Parties shall have no further
liability to each other with regard to this Agreement,
CITY OF MLAMI BEACH
By. ~ -
~BRCTI~OPEKTIES, L`LC
By. _ - -
Scott ~2obins, Managing Member
APPROVED AS TO
FORM & LANGUACaE
& FOR EXECUTION
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SCHEDLZE A
PREDE'VELOPVIENT WORK
ITEM MAXIMUM COST
l . Architect[ al and Landscape Plans $9,000
2. Traffic Study 527.,100
3. Renderings $6,000
4. Survey Prepazation $1,050
5. Environmental Reports $2,000
6. Application, Filing Fees and $20,000
Vfiscellaneous fees
7. Attorneys and Misce'aaneous 2$ 0.000
ConsuL'ants Fees
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