196-95 RDA
RESOLUTION NO.
196-95
A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT
AGENCY APPROVING THE THIRD EXTENSION AND
CLARIFICATION AGREEMENT FOR THE COBB PROJECT,
AUTHORIZING THE CHAIRMAN AND SECRETARY TO
EXECUTE SAID AGREEMENT
WHEREAS, the Miami Beach Redevelopment Agency (IIAgencyll) is a
public agency organized and existing pursuant to the Community
Development Act of 1969, Chapter 163, part 3, Florida Statutes
(1985, as amended); and
WHEREAS, Cobb Partners South Beach, Ltd., is a Florida limited
partnership and the Assignee of and Successor in interest in Cobb
Partners, Inc., a Florida Corporation (IIDeveloperll); and
WHEREAS, the Agency and the Developer are parties to a
Contract of Purchase and Sale, and the Cobb Development Agreement,
both dated March 31, 1989, a Contract for Purchase and Sale
Modification Agreement and a Modification to Cobb Development, both
dated October 9, 1989, and Extension and Clarification Agreement,
dated February 6, 1991, a Second Extension and Clarification
Agreement, dated June 2, 1993 (Contract Documents), and an
Amendment to Second Extension and Clarification Agreement, dated
December 17, 1993, which relate to the conveyance and development
of real property in the South Pointe area for residential
development; and
WHEREAS, the Third Extension and Clarification Agreement
requires the Developer to provide additional funds towards the
purchase of Block 53 and specifies payment terms for these funds;
and
WHEREAS, the Developer and the Agency have concurred that the
changes to the Contract Documents currently proposed, as outlined
in the Agreement attached hereto and incorporated herein as Exhibit
"A", known as the Third Extension and Clarification Agreement, are
to the benefit of the Agency and the Developer.
NOW, THEREFORE, BE IT RESOLVED BY THE CHAIRMAN AND MEMBERS OF
THE BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF MIAMI BEACH,
FLORIDA that the Miami Beach Redevelopment Agency hereby approves
the attached Agreement entitled, Third Extension and Clarification
Agreement and authorizes the Chairman and the Secretary to execute
same on behalf of the Agency.
PASSED AND ADOPTED this
1995.
15th
Februar
ATTEST:
~J Z ~~J
SECRETARY
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 95-12
February 15, 1995
TO:
Chairman and Members of the
Miami Beach Redevelopment Agency
Roger M. carlnh~ _ ~ Laurence Feingol6;l // ''!._"
Executive Dir~ General Counsel . c~~_<-
/-~
~
FROM:
SUBJECT: A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT AGENCY
APPROVING THE THIRD EXTENSION AND CLARIFICATION AGREEMENT
FOR THE COBB PROJECT AND AUTHORIZING THE CHAIRMAN AND
SECRETARY TO EXECUTE SAID AGREEMENT
RECOMMENDATION
It is recommended that the Redevelopment Agency Board authorize
execution of the Third Extension and Clarification Agreement by and
between the Miami Beach Redevelopment Agency ("Agency") and Cobb
Partners South Beach, Ltd. ("Developer").
BACKGROUND
The execution of this modification is in the best interest of the
Agency as this document cures defaults on the part of the Agency to
provide a streetscape/landscape concept plan by June 16, 1994 and
implementation of improvements along 1st and 2nd Streets by
December 31, 1994 (see letter dated December 17, 1993 attached as
Exhibit "A"). There are no additional expenses to the Agency
associated with curing the default.
The Agency was contractually obligated to purchase Block 53 to be
part of the Cobb proj ect. The eminent domain action for the
property was settled through mediation. During this process, the
Developer voluntarily agreed to provide $538,000 of their funds to
S()UTt1 V()I~
VedevelC)pment ()I~trlct
C:fO' C:I:~V
l?edevel()l)ment UIstr1ct
AGENDA ITEM 2 B
February 15, 1995
the Agency, in addition to the $1,636,000 originally specified as
the purchase price for this parcel. This additional contribution
by the Developer was necessary to the success of the mediation.
As required by the existing agreement the Developer has advanced
$1,600,000 to the Agency to facilitate a deposit by the Agency to
the Clerk of the Court as specified in the stipulated orders of
taking.
ANALYSIS
At the time of the closing for Block 53 between the Miami Beach
Redevelopment Agency and Cobb Partners South Beach, Ltd., the
Developer will provide $36,000 to the Agency, bringing the
contribution of the Developer to $1,636,000. As specified in the
Third Extension and Clarification Agreement the Developer will pay
an additional $538,000 to the Agency in twelve (12) quarterly
principal installments of $33,833.33 plus interest (not to exceed
5% per annum) with payments commencing 90 days after the closing
between the Agency and the Developer for Block 53. The total
obligation of the Developer for this parcel is $2,174,000.
CONCLUSION
It is recommended that the Agency Board authorize the Chairman and
Secretary of the Agency to execute the Third Extension and
Clarification Agreement by and between the Miami Beach
Redevelopment Agency and Cobb Partners South Beach, Ltd.
RMC :MSD: jm
Attachments
EXHIBIT "A"
TBXRD EUBBSIOB AJID CLAJUFI~XOR AGRBBJCBe
This Agreement is made and entered into as of the ~ day of
February, 1995, by and between the Miami Beach Redevelopment
Agency, a public agency organized and existing pursuant to the
Community Redevelopment Act of 1969, Chapter 163, Part III, Florida
Statutes (1985, as amended), whose principal place of business is
located at 1700 Convention Center Drive, Miami Beach, Florida 33139
(the "Agency"), and Cobb Partners South Beach, Ltd., a Florida
limited partnership, whose principal place of business is located
at 11098 Biscayne Boulevard, Suite 402, Miami, Florida 33161 (the
"Dey-eloper-) .
!l~HI~~g~!!.:..
WHEREAS, the undersigned are parties to a Contract of Purchase
and Sale and Cobb Development Agreement, both dated March 31, 1989,
a. Contract of purchase and Sale Modification Agreement and
Modification to Cobb Development Agreement, both dated october 9,
1989, an Extension and Clarification Agreement dated February 6,
1991, a Second Extension and Clarification Agreement dated June 2,
1993, an Amendment to Second Extension and Clarification Agreement
dated December 11, 1993, and a mutual extension letter dated AuCJUst
26, 1994 (collectively, the "Contracts," unless othexwise
specified, the defined ter.ms of which are incorporated herein by
reference), all relating to a redevelopment project beinq
undertaken by Developer referred to as the New Development on the
Old police Station Site, Miami Beach, Florida (the "project-); and
WBBREAS, each of the undersiqned parties has respectively
determined it to be beneficial and in its best interests to extend,
reaffirm, supplement and clarify the Contraets.
NOW THEREFORE, for $10.00 paid by each party to the other.. the
covenants, conditions and forbearances set forth herein and o~er
good and valuable considerati.on, the receipt and sufficiency of
which are hereby acknowledged, the Agency and Developer hereby
mutually acknowledge, consent and agree to the followinq:
1. CLOSING. pursuant to the Contracts, the parties were
previo~sly required to aa~isfy all of the requ4ements and
condit~onB precedent to clos~nq and to close on. the sale of parcel
2 not later than 3anuary 15, 1995. Because of unforeseen delays
which were not the fault of either party, the apparent necessity of
shortening certain periods of time relating to pre-closinq notices,
inspections and other requirements, and because of various changed
circumstances associated with the passage of time, both parties
agree to extend and supplement the Contracts as provided herein.
2. MUTUAL EXTENSIONS. The mandatory deadlines for various acts
by either party shall be extended as indicated on the revieed time
line chart attached as Exhibit A hereto (unless otherwise
specifically addressed herein). Without limiting the generality of
the foregoing, the notice of complete and unrestricted access to
all of Parcel 2 and the Specific Performance Notice as to Parcel 2
is deemed to be given hereby. The parties shall mutually cooperate
in good faith to promptly satisfy all of their performance
obligations which were stated to be conditions precedent to closing
under the Contractsr in order to expedite the closing of sale on
Parcel 2; and if not completed before closingr shall satisfy all of
such obligations promptly thereafter. The Developer has made an
advance to the Agency in the amount of $1,600,000, in order to
facilitate the Aqency's acquisition and assembly of all of Parcel
2, in accordance with the requirements of the Contracts. The
closing on Parcel 2 and payment by Developer of the purchase prioe
in the aJUount of $1,636,000 (subject to credit for its earnest
money deposit and the aforesaid advance) shall occur on February
23, 1995, commencing a.t 10;00 a.m., at the City of Miami Beach
Attorney's Office, but the parties may agree in writing upon 3
prior days' notice to an earlier date or different location for
closing. Time is of the essence as to the closing.
3 . REAFFIRMATION OF ENVIRONMENTAL ASSURANCES. It is contemplated
by both parties that any required remediation efforts (for remo~al
of any asbestos, underground tanks, leakage, contaminated soils,
etc.) shall be completed by the Agency not later than June 2, 1995,
so that the affected parcels will fully conform to the requirements
of the Contracts, including but not limited to Amen~nt to Second
Extension and Clarification AqreeJnent. The provisions of this
paragraph are Wide solely for the purpose of allocating contractual
responsibilities between the Aqency and the Developer; nothing
contained herein shall operate to relieve any third party of any
obligations or liabilities it may have with respect to remediation
efforts, and there are no third party beneficiaries of this
Agreement.
4. SITE PREPARATION. If the Agency (or its predecessors in
interest) has not completed all demolition (excluding the coral
cottages which the Agency is in the process of relocating), site
preparation and environmental testing and/or remediation
obligations under the Contracts or applicable law prior to the
closinq, such obligations shall survive closing, and by the mutual
agreement of the parties, the Developer may have such work
performed and shall be reimbursed by the Agency for the reasonable
cost of same in the same manner as set forth in section 9 of the
Amendment to Second Extension and Clarification Agreement dated
December 17, 1993. In no event shall Developer act in any manner
which violates the terms of any order to which the Aqency is subject.
2
5. ADDITIONAL PURCHASE PRICE. partially in order to facilitate
the timely assembly of Parcel 2, and for other good and valuable
consideration, the Developer and the Agency have agreed to increase
the purchase price by $538,000.00 in connection with Parcel 2,
which increase shall be payable in 12 quarterly principal
installments of $44,833.33, together with interest thereon at the
lower of the city's or Agency's standard rates of borrowing in
effect from time to time for the period in question (but in any
event not more than 5.00% per annum), commencing on the date 90
days after the closing of Parcel 2.
6. REAFFIRM EXISTING CONTRACTS. Each of the Agency and Developer
hereby reaffirms and extends its respective obligations and
commitments under the Contracts, as qualified herein. The Agency
hereby reaffirms its 6Upport and commitment to the goals of
redevelopment generally, and specifically reaffirms its assurances
as to design review of adjacent properties and the continued
availability of adequate infrastructural capacities to meet the
requirements of the Project. Each covenant, inducement, condition,
representation or warranty of the Request for propoaals and/or
Contracts which by its terms was to survive closing or would be
rendered null and void if it did not survive shall survive the
execution and delivery of this Agreement, the closing and delivery
of the deed of conveyance and shall continue in full force and
effect. However, in the event of a.ny conflict between the terms of
the various Contracts and thi6 Agreement, the terms of the later
document shall always take precedence and govern. The acceleration
of the pre-closinq deadlines, shorteninq of inspection periods and
acceptance of the Property without completion of the Agency's site
preparation obligations under the Cobb Development Agreement (as
supplemented and/or modified through the date hereof) shall not
operate to relieve the partie6 of their pertinent rights and
obligations under the Contracts, particularly with respect to the
Agency'6 obligation to: (i) deaolish and/or relocate all
structures, (ii) investigate and re:anediate actionable environmental
contamination (if any, in accordance with the Amendment to Second
Extension and Clarification Agreement), (iii) cooperate with the
Developer in obtaining any required governmental approvals as
provided in paragraph SD of the Cobb Development Agreement, (iv)
comply with itG contingent obligations under paragraph 7 of said
Cobb Development Agreement, (v) provide perimeter streetscape
improvements for the Project a5 provided in the Contracts and
herein, (vi) adopt and implement the 6pecial streetscape/landscape
district as provided in the Contracts and herein, and (vii) provide
the public facilities referenced in paragraph 10 and Exhibits J and
K of the Cobb Development Agreeaent, all which shall survive the
closing of Parcel 2 and shall not be deemed merged into the deed of
conveyance.
3
7. RATIFICATION OF PRIOR ACTS. Both parties hereby ratify the
prior acts of their respective agents and counsel in furtherance of
or consistent with the Contracts or this Agreement, and each party
specifically ratifies, approves and reaffirms the mutual extension
letter dated August 26, 1994.
8 . MUTUAL WAIVER OF EXISTING DEFAULTS. Each party hereby waives
any prior or existing defaults, claims or causes of action of any
nature, by the other party, of the terms of the Contracts, and
agrees that the other party has fully performed under the Contracts
through the date hereof. .
9. STATEMENT OF UNDERSTANDING. This Third Extension and
Clarification Agreement evidences the commitment of the parties to
continue their mutual cooperation to achieve the successful
completion of the Project.
10. . ENTIRE AGREEMENT. This Third Extension and Clarification
Agreement, together with all of the Contracts referenced herein
(including their exhibits), represents the entire and integrated
agreement between the parties with respect to the Project.
IN WITNESS WHEREOF, the undersigned have caused this
instrument to be executed as of the date first set forth above.
BEFORE ME, the undersigned
State and Count
appeared
presented
ty duly authorized in the
acknowledgments, personally
, well known to me or who
in the form of N/~
, the ChaiDDan of the Miami Beach
Redevelopl1lent Aqency, and who took an oath, acknowledging that he
executed the above and fareqoing document as his free act and deed,
for and on behalf of said Agency as its duly authorized
representative, for the purposes set forth therein, and that the
seal affixed thereto is the true and correct seal of said Agency.
By:
ATTEST:
BY~~ ~ 5l),v~~
STATE OF FLORIDA )
) S5:
COUNTY OF DADE )
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the State and County aforesaid, on this ~ day
of February, 1995.
~ ~~.
-t)--r . '1.
]L' A ~N CC ~3
Notary Public, state of Florida
at Large
1\
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4
"'\1\ 1\
I f.~
.' ~ ;
ATTEST:
COBB PARTNERS SOUTH BEACH, LTD.
By: VIKING VENTURES, INC.,
as its General Partner
~'
'. .' u"
-.........,
-/ By/l~~ -
R.T. Br nkley, II, Pres1
(Corporate Seal)
v
STATE OF FLORIDA )
) 5S:
COUNTY OF DADE . )
BEFORE ME, the undersigned Authority duly authorized in the
state and County aforesaid to take acknowledgments, perBonally
appeared R.T. Brinkley, II, ~ell known to me or who presented
identification in the form or
. , the President of viking Ventures, Ine., the
General Partner of Cobb Partners South Beach, Ltd., and who took an
oath, acknowledging that he executed the above and foregoing
document as his free act and deed, for and on behalf of said
corporation as its duly authorized representative, for the purposes
Bet forth therein, and that the seal affixed thereto is the true
and correct seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the State and County aforesaid, on this ~day
of February, 1995. aJ
[~jfJlit~k{<lr
Notary ublic, State of Florida
.. at Large
.... .....
l"~~""Y Pl18<~... OFFICIAL SEAL
: _.\ MARY JO KLOTZ
t ~ 1)1. ; My Commission Expires
....~ l ~"l Jan. 5. 1997
.':'~OFFI.~~.. Comm. No. CC 250628
.....*
5
EXHIBIT A
Agency to acquire fee simple
absolute title and possession
to all of Parcel 2
Pre-closing conference and
exchange of all proposed
closing documents
Revised Closing Deadline for
Parcel 2
Agency to complete relocation
of coral cottages from 2nd
Street location
First Installment of Additional
Purchase Price Payments
(or 90 days after clo6ing)
Agency to complete environmental
remediation, demolition and
site preparation
Agency to execute and commence
enforcement of streetscapel
landscape program for all
properties south of 5th Street
Agency to complete streetscape
~provement6 for all of
IGt and 2nd Streets
]JU)I;:I.RD.J27
6
2-6-95
2-14-95
2-23-95
6-1-95
6-1-95
6-2-95
7-1-95
7-15-95