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101-91 RDA RESOLUTION NO. 101-91 A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE, ON BEHALF OF THE AGENCY, AN EXTENSION AND CLARIFICATION AGREEMENT WITH COBB PARTNERS DEVELOPMENT, INC. WHEREAS, the Miami Beach Development Agency (the "Agency") and Cobb Partners Development, Inc. ("Cobb Partners") are parties to a "Contract of Purchase and Sale" and a "Cobb Development Agreement", both dated March 31, 1989, and a "Contract of Purchase and Sale Modification Agreement" and a "Modification to Cobb Development Agreement", both dated October 9, 1989 (collectively the "Contracts"), concerning certain real property described as "Parcell" and "Parcel 2" in such Contracts; and WHEREAS, each of the parties has respectively determined it to be beneficial and in its best interests to extend, reaffirm, supplement and clarify the Contracts; and WHEREAS, an Extension and Clarification Agreement has been negotiated between the parties, is recommended by the Executive Director of the Agency and has been approved as to form by the general counsel. NOW, THEREFORE, BE IT DULY RESOLVED by the Miami Beach Redevelopment Agency as follows: section 1. That the Chairman and Secretary are hereby authorized to execute, on behalf of the Agency, the attached Extension and Clarification Agreement with Cobb Partners Development, Inc. section 2. That the Executive Director, and the Chairman and Secretary are hereby authorized to execute any and all documents necessary to effectuate the closing pursuant to the Contract of Purchase and Sale Modification Agreement, and fulfill the requirements of the Extension and Clarification Agreement. section 3. That this Resolution shall be effective upon adoption. PASSED and ADOPTED this 23th , 1991. ATTEST: /~J L_~ ECRETARY FORM APPROVED LEGAL DEPT. B~~ 1/ 6/91 , , Date ~ EXTENSION AND CLARIFICATION AGREEMENT This Agreement is made and entered into as of the 23rd day of January , 1991, by and between the Miami Beach Redevelopment Agency, a public agency organized and existing pursuant to the Community Redevelopment Act of 1969, Chapter l63, 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 Development, Inc., a Florida corporation, whose principal place of business is located at 1575 San Ignacio Avenue, suite 400, Coral Gables, Florida 33146 (the "Developer"). NI~N~.Q.Q~~H: WHEREAS, the undersigned are parties to a "Contract of Purchase and Sale" and a "Cobb Development Agreement," both dated March 31, 1989, and a "Contract of Purchase and Sale Modification Agreement" and a "Modification to Cobb Development Agreement," both dated October 9, 1989 (all of which are collectively hereinafter referred to as the "Contracts"), concerning certain real property described as "Parcel 1" and "Parcel 2" in such Contracts and more particularly described on Exhibit A hereto (collectively, the "Property"); and WHEREAS, each of the parties has respectively determined it to be beneficial and in its best interests to extend, reaffirm, supplement and clarify the Contracts; NOW, THEREFORE, for $10.00 paid by each party to the other, the covenants, conditions and forbearances set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Agency and Developer hereby mutually consent and agree to the following: 1. CLOSING - Pursuant to the terms of the Contracts, the Agency was initially required to satisfy the requirements for closing and to tender Title to Parcel 1 not later than November 30, 1991. Because of unforeseen delays, the Agency may not be able to comply with the aforesaid deadline, and because of various changed circumstances associated with the passage of time, both parties agree to extend and supplement the Contracts. 2. MUTUAL EXTENSIONS - The Agency shall be entitled to extend its deadline for performance under the Contracts, subject to the terms and conditions of this Agreement. From the date hereof, the Agency will have up to 30 months to close on Parcel 1 and up to 60 months to close on Parcel 2. However, in the event that the Agency is able to close sooner and tenders to the Developer the notices required by the Contracts, the Developer will proceed to closing not less than 24 months from the date hereof and otherwise as set forth in the Contracts (except that the parties may mutually agree to an earlier closing if the Agency has met its requirements for closing), but the Developer may extend its deadline to commence construction on Parcel 1 or Parcel 2 for up to 6 months from the deadline that would otherwise apply under the Contracts, by serving a written notice to that effect to the Agency. 3. F.A.R. FLEXIBILITY - The maximum allowable residential and commercial density (that is, heated and air conditioned space exclusive of non-conditioned recreational and common areas, terraces, parking and covered walkways) for the entire project will not exceed an average of 1.50 F.A.R. (with all portions of Parcel 1 and Parcel 2 and any adjacent or adjoining easements counted in the denominator, and the Developer entitled to vary the density allocation within the overall Property in accordance with the other project parameters, provided only that the density of any block, together with the adjacent one-half of any vacated street, shall not exceed 3.00 F.A.R.). 4. UNIT MIX AND UNIT SIZE - The Developer's unit mix will be determined by it, according to market demand; provided that the total project units, 10-50% will be studio, or one (1) bedroom units; 30-70% will be two (2) bedroom units, and 0-40% will have more than two (2) bedrooms. Notwithstanding the foregoing, the average unit size shall not be less than 1,000 square feet. The Developer may make an application to the Board of Adjustment to permit the average unit size of 1,000 square feet. Should this variance not be granted, or should both parties elect to request a change in the existing Zoning Ordinance No. 89-2665, both the Agency and the Developer will make application to accomplish same, and agree that obtaining it is a condition subsequent to this Agreement. 5. UNIT RENTAL FLEXIBILITY - The Developer may lease out some or all of the units, based upon its own assessment of market condi tions, provided that the residential units are separately metered, conf igured for subsequent dedication to one or more condominiums, and are built so that they may be converted to for- sale units at a later time, and generally conform to the approved plans and specif ications. The timing and number of units converted to for-sale marketing efforts will be determined by the Developer based upon then current market considerations. 6. BUILDING HEIGHT - The design parameters of the project will be redefined to limit building heights to 60' above the ceiling of enclosed parking decks, or grade, whichever is higher, wi th balconies, belfries and architectural features excluded. The Developer may make an application to the Board of Adjustment on height limitation; Should this variance not be granted, or should the Developer elect to request a change in the existing Zoning Ordinance No. 89-2665, the Developer will make application to accomplish same, and both parties agree that obtaining it is a condition subsequent to this Agreement. 7. PROJECT SECTORS - The Developer shall be entitled to designate up to three (3) project sectors, for the purpose of facilitating financing under potentially tightened financial market constraints, adjusting to market absorption and allocating density within the project, provided, however, that the project, as defined, shall not exceed 1.5 F.A.R. In view of the extended time frames of the project, the Developer may utilize alternative financing, but shall continue to provide the assurances and security to the Agency as demonstrated by the Developer's posted letters of credit which will continue in effect and be released only as provided in the contracts. Further, it is mutually agreed that all pricing shall be market driven. 8. DEVELOPMENT ENTITIES - The Agency and the Developer mutually reaff irm that the Developer may involve additional parties or entities in the development, ownership and operation of the project. The percentage distribution of ownership shall be determined by the Developer, however, it is understood that the current Developer in Contract will continue to be responsible and remain involved in the management, decision making process and ownership throughout the entirety of the project, and ownership will remain in a single entity, (which entity may take the form of a joint venture or other form) throughout the project. 9. CREDIT ADJUSTMENTS - In view of the extensive costs incurred by the Developer for additional design work, the Agency shall adjust the parties' relative credits and contributions to infrastructure and public components and facilities as set forth in Exhibit B hereto. 10. DESIGN FLEXIBILITY - The Agency agrees not to unreasonably withhold its consent to future project design adjustments that are also in substantial conformity with the R.F.P. and the Contracts as clarified herein. 11. INFRASTRUCTURE The Agency hereby reaffirms its responsibili ty to implement the Redevelopment Plan and hereby assures the Developer of adequate infrastructural capacity (including, but not limited to, all utility, recreation and transportation impacts) for the entire build-out of the project, regardless of any other or subsequent development in the South Beach area. 12. REDEVELOPMENT ASSURANCE - If there are no other significant redevelopment projects under construction at the time the Developer closes or commences construction, the Agency will (l) actively promote the redevelopment of projects within the Redevelopment Area, and (2) extend, in substantially similar form, the landscape/streetscape criteria described in Exhibit A to the Development Agreement from the area of the project to the rest of the Redevelopment Area south of 5th street, and acti vely seek funding from governmental and other third party sources for the implementation of same. 13. REAFFIRM EXISTING CONTRACT - Each of the parties hereto hereby reaffirms and extends its obligations and commitments under the Contracts. without limiting the generality of the foregoing, the remedies granted to the Developer in the event of new or additional Ci ty of Miami Beach impact fees under section 7 of the Cobb Development Agreement and section l2 of the Modification of Cobb Development Agreement shall survive until 60 months after the date of closing on Parcel 2. Except as explicitly extended, clarified or modified herein or previously, the Contracts shall survive and continue in full force and effect. 14. 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. 15. STATEMENT OF UNDERSTANDING - This Extension and Clarification Agreement evidences the commitment of the parties to continue their mutual cooperation to achieve the successful completion of this Old Police station Project site. STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Alex Daoud , well known to me to be the Chairman of the Miami Beach Redevelopment Agency, a public agency organized and existing pursuant to the Community Redevelopment Act of 1969, Chapter l63, Part III, Florida statutes (l985, as amended), and that he acknowledged executing the foregoing document, freely and voluntarily under authority duly vested in him by said Agency and that the seal affixed thereto is the true and correct seal of said Agency. WITNESS my hand and official seal in the County and State last aforesaid this .: {f, day of 1_ ('i ' i~ , 1991. My Commission Expires: (' '" ("" Notary Public, state of Florida NOT1\RY PUBLIC snnr: OF Fli:OIDA at Large MY COMMISSION EXP. NAY ;>(1"'19Q3 BONDED THRU GEN[RAL INS. tlii/ , STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the state and County aforesaid to take acknowledgments, personally appeared J!... r: 6IUNI<.LFY, .jL , well known to me to be the President of Cobb Partners, Development Inc. , a Florida Corporation, and that he acknowledged executing the foregoing document, freely and voluntarily under authority duly vested in him by said corporation and that the seal thereto is the true and correct seal of said Corporation. WITNESS my hand and official seal in the County and State last aforesaid this -8/ Sr day of , 1991. Flori-da NOT AllY PUB!.!C; Sf A TE OF FLORIDA AT LARGE MY COMMISSION EXPIRES AUGUST 22, 1993 My Commission Expires: BONDED THRU HUCKl~ll~RRY & ASSOCIATES IN WITNESS instrument to February WHEREOF, the be executed , 1991. ATTEST: .-:E1.kJ E lhr;wV"- Secretary ATTEST: ~v/~~ /" f' /I Secretary undersigned on this caused this day of have 8th MIAMI BEACH REDEVELOPMENT AGENCY By: Daoud, Chairman COBB PARTNERS DEVELOPMENT, INC. BY:~~ . ~ R.T. Brinkley, II, presi ent FORM APPROVED R~ENTAGENCY GENSW. COUNSEL By~~?2,~ Date ~ /J :/9/