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2cCITY • SOUTH MIAMI L , OFFICE OF THE CITY MANAGER %3$ V F, INTER-OFFICE MEMORANDUM 2001 . ........ . Subject: Annual Report on • Development Corp. Project at 5966-70 S. Dixie Highway. The 2009 Annual Report was presented to the City Commission on April 7, 2009 and accepted. The project was under construction at that time. The 2010 Annual Report was submitted to the City on March 22, 2010. Although submitted late the annual report is being reviewed before the City Commission prior to the actual effective date. The Annual Report provides a status report on each of the development conditions set forth in Section 8 of the Agreement. The developer indicates in response to several conditions that construction ceased in OA May, 2009 due to the lender's financial problems. The developer further states that it is expected that construction will resume in May, 2010. It is important to note that the developer has obtained all required permits and approvals from the City and from County agencies. This includes an executed public utility right -of -way agreement with the City and a two year extension of the building permit (to 2012), as indicated in the attached letter from the City's Building Director. ADMINISTRATION RECOMMENDATION The Administration's review of the Annual Report confirms that the developer has obtained all necessary permits and approvals. The developer has indicated that he has now secured new tenants and financing and that construction should begin again in May, 2010. The 2010 Annual Report should be accepted. Attachments: Communication from Marcelo Fernandez, 3 -19 -10 Annual Reportfrom developer Building Dept. Letter] 1124109 Development Agreement /Resolution No. 41 -08 -12638 Project Brochure 2008 TJ VISA Y X.• IComn Itemsl201014 -6 -10164 Development Project Arrmual Rep CAd report .doc 64 DEVELOPMENT CORP. March 19, 2010 City of South Miami Zoning Director Sanford Youkilis 6130 Sunset Drive South Miami, FL 33143 Re: Resolution NO.: 41- 08- 12638; 5966 S. Dixie Highway Dear Mr. Youkilis, As per the requirements set forth in the above referenced Resolution, enclosed please find the annual report updating you on the status of the project located at 5966 S. Dixie Highway. Please contact me if you have any questions regarding this report. S Mare Fernandes Vice- resident Cc: Tucker Gibbs 7440 SW 50TH TERRACE, SUITE 109 MIAMI, FLORIDA - 33155 PHONE: 305 -663 -1293 - FAX: 786 - 363 -4336 WEB SITE: OXFORD UNIVERSAL. COM UPDATE - MARCH 2010 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SOUTH MIAMI, FLORIDA AND 64 DEVELOPMENT CORPORATION An Item by Item review is detailed below as requested per section 27 of the Agreement: Development Conditions as outlined in Section 8 of the Contract: (a) The Company shall meet all applicable building codes, land development regulations, ordinances and other laws. UPDATE: COMPLETED Permits have been attained from the following City of South-Miami departments:. and ordinances (b) The Company shall adhere to the requirements of all permits for the project. UPDATE: N PROGRESS: `Construction was progressing' smoothly until May 2009 when the construction lender for the project experienced funding problems. The, construction has ceased since May 2009. The site is being maintained secured and clean. Construction activity is expected to resume by May 2010 as a new lender has been secured to complete the project. Page 1 of 6 (c) The Company shall develop the project in conformance with the parameters set forth in this agreement. UPDATE IN PROGRESS: Construction was progressing smoothly_until May 2009 when the construction lender for the project experienced funding problems. The construction has ceased since May 2009. The site is being maintained secured and clean. Construction activity is expected to resume by May 2010. (d) The Project shall be consistent with the site plan submitted with the special exceptions incorporated herein. UPDATE:` IN PROGRESS: Construction was progressing smoothly until 'May 2009 when the construction lender for the project experienced funding problems. The construction has ceased since May 2009. The site is being maintained secured and clean. Construction activity is expected to resume by May 2010. (e) The Company shall provide the Department of Planning with a temporary parking plan, including an operational plan, which addresses construction employee parking during the construction period, said plan shall include an enforcement plan and shall be subject to the review and approval by the planning director prior to the issuance of any building permits and shall be enforced during construction activity. UPDATE: COMPLETED ® A Detailed construction staging; plan has been `submiffed, to the City of South Miami and is currently being adhered to. f) All conditions imposed by the City Commission as part of its approvals of the special exceptions referenced herein shall be incorporated in this Development Agreement. Page 2 of 6 UPDATE: COMPLETED - All conditions established by the City Commission have been incorporated into this Agreement and are being adhered to. g) The Company shall fund and implement traffic calming improvements along streets abutting the property. These improvements shall be set forth in detail in the agreement with the City referenced in paragraph 5 herein. UPDATE: IN PROCESS: A permit has been attained from the Ci y of South Miami Public Works department which details all the traffic calming improvements as requested. h) The Company shall cooperate with the City and implement the conditions for the development of the Project as set forth in the conditions of the special exception approvals as well as in this agreement. UPDATE: IN PROCESS: All permits attained have been in full compliance with all the approved special exceptions and conditions in this agreement. i) The Company shall present for Department of Planning approval a landscape plan for the Project. No building permit shall be issued to the Company for the development of the Property prior to the City approval of the landscape plan. All proposed landscaping within the right -of -way abutting the property shall be submitted to the Public Works Department for review. The Company agrees to maintain the landscaping and accompany irrigation in perpetuity. UPDATE: IN PROCESS — A complete landscape plan has been submitted and a permit has been attained for. the landscaping of the project. Landscaping improvements have not yet begun. Page 3 of 6 j) The Company shall use brick or concrete pavers along the Property's frontage along US -1. UPDATE:_ IN PROCESS - Permits h- ave been attained to include a decorative concrete design along the frontage of the project. The construction of this item has not yet begun k) The building's parking shall be available to the general public for public parking during the evenings and weekends subject to the Company's right to designate the hours of operation and parking rates. UP®ATE: This will be implemented upon completion of the project. 1) The Company shall develop an incentive program to promote the use of Metro -rail by all employees during peak hours. UP ®ATE: This will be implemented upon completion of the project. m) The Company in cooperation with the South Miami departments of Public Works and Planning shall erect directional signs and traffic directional structures in the exits of the parking garage and within the public right -of -way to guide exiting traffic away from abutting neighborhood roads to US -1 during peak hours. UPDATE: IN PROCESS; A permit has been attained from the City of South Miami Public Works department which details all these directional elements'as requested. Construction under this permit has begun. n) The Company shall coordinate with the South Florida Commuter Services to promote carpooling. UPDATE; This will be implemented upon completion of the - -. -- . - -._ project. Page 4 of 6 List of Current Permits that have been attained: Permit Type Issued By Drainage FDOT Landscaping on State Road Right of Way FDOT Temp Fence FDOT Access FDOT DERM Class V Dewatering DERM New Office Building Permit City of S. Miami Tree Removal Permit City of S. Miami Temp Electrical City of S. Miami Plumbing Permit City of S. Miami Temp. Portable Bathroom Iriendly John) City of S. Miami Water Main Extension Permit FI. Dept. of Health Demolition Permit ICity of S. Miami List of status of Current Permits: Water Main Extension — work completed at site. Finalizing permit DERM — Class V dewatering — work completed and permit closed New Office Building Permit — Active — extension approved by Building Dept Temp Electrical —Active Plumbing Permit —Active Temp Port. Toilet — Closed Demolition Permit — work completed — permit closed Page 5 of 6 Photograph of the site: This photograph was taken immediately upon construction activity ceased at the site. Since then the crane and barricades have been removed. Along SW 74 Street the asphalt has been patched where work was completed and the striping has been restored to its original condition. Page 6 of 6 November 24, 2009 Mr. Eduardo Fernandes Vice President Oxford Universal Corporation 7440 SW 50 Terrace, Suite 109 Miami, Florida 33155 Dear Mr. Fernandes: REF: Construction Permit Number 08 -40 5966 South Dixie Highway South Miami, Florida 33143 Pursuant to your letter dated November 23, 2009 requesting that the construction permit for the - subject project be placed "on- hold" due to economic hardship,, please be informed that your request is hereby granted in accordance with State of Florida SB -360. This extension /hold will expire in January 3, 2012, (two years from the currently anticipated permit expiration date of January 3, 2010) at which time you must re- start construction activities. Otherwise, the currently approved construction documents and building permit will be voided, the construction site must be restored to its original condition, and the entire process re- started from the beginning. Also be informed that while the project is on -hold, the construction site must be kept in satisfactory clean and safe conditions in accordance with all codes and regulations of the City of South Miami. Sincerely, Victor J. CitIrdila, P. P. Director, B r ng Department C: Roger M. Carlton, City Manager South Miami wFamcr�c�v f - 2001 6130 Sunset Drive South Miami, Florida 33143 -5093 - Tel: (305) 663 -6338 - Fax: (305) 663 -6345 www.cityofsouthmiami.net .si jll 1 ktFt $e Sltti E 1-11 ettt RK JYii: -lt�q r_., F`�. _�. .��, — ?j `1.L _`.9 iii. `si�T. �-:r.�r _'I"�_��i i` i i:tKItry RESOLUTION NO. 41 -08 -12638 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA ADOPTING AN AGREEMENT BETWEEN THE CITY OF SOUTH MIAMI AND 64 DEVELOPMENT CORPORATION SETTING FORTH COVENANTS, TERMS AND CONDITIONS APPLICABLE TO A PROPOSED FOUR STORY MIXED USE BUILDING TO BE CONSTRUCTED OIL PROPERTY LOCATED AT 5966 -70 S.DIXIE HIGHWAY; AND PROVIDING AN EFFECTIVE DATE WHEREAS, in 2006 the 64 Development Corporation received approval to construct a building on property in the SR (HD -OV) zoning district at 5966 -70 S. Dixie Highway; said project to be a mixed use (office /, retail) four story building with an integrated parking structure containing 38,233 square feet of commercial office and 11,052 square feet of retail space; and WHEREAS, the City Commission at its June 5, 2007 meeting adopted Resolution No. 97 -07- 12482 approving a site plan, three special exceptions and a condition that an agreement be implemented setting forth all of the responsibilities and commitments by both the City and the developer pertaining to the project; and WHEREAS, a working agreement between the City and 64 Development Corporation has been prepared; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF SOUTH MIA.IVII, FLORIDA: Section I That an Agreement, attached as Exhibit "A" and dated March 18, 2008 between the City of South Miami, Florida, and the 64 Development Corporation pertaining to the construction of a building on property in the SR (HD -OV) zoning district at 5966 -70 S. Dixie Highway; said project to be a mixed use (office /retail) four story building with an integrated parking structure containing 38,233 square feet of commercial office and 1. 1,052 square feet of retail space is hereby approved. Section 2. This resolution shall be effective immediately after the adoption hereof. PASSED AND ADOPTED this 18, day of March 2008 ATTEST: APPROVED: Cis.°. /_M CLERK YOR Commissio ote: READ AND APPROVED AS TO FORM: Mayor.Feliu: Vice Mayor Beasley Commissioner Wiscombe: A_J Commissioner Palmer: Commissioner Beckman: CITY ATTORNEY Attachment: Exhibit "A" Ab eement X: \Comm Items\2008\3 -18 -08 \Development Agreement 64 Devel Corp.Resol doc ct_z.."r mss:, • 1 FLD 5 -0 Yea Yea Yea Yea Yea S � . k� EXHIBIT "A" AGREEMENT BETWEEN THE CITY OF SOUTH MIAMI, FLORIDA AND 64 DEVELOPMENT CORPORATION THIS AGREEMENT ( "Agreement ") is made as of March 19, 2008 by and between THE CITY OF SOUTH MIAMI, FLORIDA a municipal corporation ( "City ") and 64 DEVELOPMENT CORPORATION ( "Company ") or its assignee. RECITALS WHEREAS, the city commission of the City of South Miami desires to insure that the development of property within the City of South Miami conforms with the city's comprehensive plan and land development regulations and that said development is in the best interests of the citizens of South Miami and therefore permits the consideration and the adoption of this agreement; and WHEREAS, the Company owns approximately a parcel of property approximately 31,523 square feet in size, zoned SR(HD -OV), located at 5966 -70 S. Dixie Highway described in Exhibit "A," (the "Property "); and WHEREAS, the Company desires to construct a mixed use development encompassing a four story building for retail and office use as described in Exhibit "B," (the "Project ") in the Hometown District Overlay Zone within the City of South Miami; and WHEREAS, the Company submitted Application No. PB -06- 033 requesting approval for three special exceptions for lot coverage, maximum building square footage, and curb cuts necessary to construct the Project; and Page 1 of 16 WHEREAS, the City Commission has determined that in order to mitigate possible impacts of the proposed project on the surrounding neighborhood that the Company shall comply with the conditions set forth in this Agreement; and WHEREAS, the Company and the City of South Miami Public Works Department will enter into an agreement to address in detail the Department related issues. NOW, THEREFORE, in consideration of the above recitals and the following covenants, terms and conditions the receipt and sufficiency of which are expressly acknowledged, the City and Company covenant and agree as follows: 1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. Property. The Company owns the property as described in Exhibit "A ". This property shall be deemed to be one unified parcel and is subject to the unity of title pursuant to the requirements of sections 20.7.30 and 20- 5.14 of the City Land Development Code (the "LDC ") attached hereto as Exhibit "C ". 3. Effective Date; Duration of Agreement. This agreement shall become effective upon execution and shall be recorded in accordance with paragraph 35 of this Agreement. The maximum period for this Agreement permitted under Florida Statute 163.3229 shall be ten (10) years from the effective date unless extended by mutual consent of all Page 2 of 16 legal and equitable owners of the Property and the city upon approval at a public hearing. 4. use of Property. The property described in Exhibit "A" is to be utilized for the project described in Exhibit "B ": a mixed use office and retail project. The proposed building shall not exceed four stories or a maximum height of fifty six feet. The overall development of the property shall be conducted in accordance with the approved site plan on file at the City. 5. Public Facilities Serving the Project. In order to enhance public facilities in the City of South Miami, and to address the impacts of the proposed development on the adjoining neighborhood, the Company agrees to enter into a subsequent agreement with the City to provide improvements in compliance with Section 20 -4.1 of the LDC, including roadway, sanitary sewer and solid waste, prior to the issuance of a certificate of occupancy. However, the City may issue a temporary certificate of occupancy to the Company if the Company has begun the work at issue and posts a bond to insure the completion of the work. 6. Concurrency. The City of South Miami has determined that the Company's performance under the Agreement satisfies the concurrency requirements, as delineated in Section 20 -4.1, City Code. By execution of this Agreement, the City acknowledges that the application for site plan approval meets all concurrency regulations enumerated in Section 20 -4.1 of the City Code, and that the site plan application and this Agreement are consistent with the City's Comprehensive Plan and Land Development Regulations. Page 3. of 16 7. Permits. The permits preliminarily identified as necessary for development of the project are described as follows: (a) Special Exception to permit 26,833 square feet floor area at the ground floor. (b) Special Exception to provide 850 +/- lot coverage. (c) Special Exception to provide an additional curb cut along the property's frontage on S.W. 5 9th Court. 8. Development Conditions. The following conditions shall apply to the development of the project: (a) The Company shall meet all applicable building codes, land development regulations, ordinances and other laws. (b) The Company shall adhere to the requirements of all permits for the project. (c) The Company shall develop the project in conformance with the parameters set forth in this agreement. (d) The Project shall be consistent with the site plan submitted with the special exceptions incorporated herein. (e) The Company shall provide the Department of Planning with a temporary parking plan, including an operational plan, which addresses construction employee parking during the construction period, said plan shall include an enforcement plan and shall be subject to the review and approval by the planning director prior to the issuance of Page 4 of 16 any building permits and shall be enforced during construction activity. f) All conditions imposed by the City Commission as part of its approvals of the special exceptions referenced herein shall be incorporated in this Agreement. g) The Company shall fund and implement traffic calming improvements along streets abutting the property. These improvements shall be set forth in detail in the agreement with the City referenced in paragraph 5 herein. h) The Company shall cooperate with the City and implement the conditions for the development of the Proj e-ct as set forth in the conditions of the special exception approvals as well as this agreement. i) The Company shall present for Department of Planning approval a landscape plan for the Project. No building permit shall be issued to the Company for the development of the Property prior to the City approval of the landscape plan. All proposed landscaping within the right -of -way abutting the property shall be submitted to the Public Works Department for review. The Company and its successors agree to maintain the landscaping and accompanying irrigation. j) The Company shall use brick or concrete pavers along the Property's frontage along U.S. -l. k) The building's parking shall be available to the general public for public parking during the evenings and weekends subject to the Company's Page 5 of 16 right to designate the hours of operation and parking rates. 1) The Company shall develop an incentive program to promote the use of Metro -Rail by all employees during peak hours. m) The Company in cooperation with the South Miami departments of Public Works and Planning shall erect directional signs and traffic directional structures in the exits of the parking garage and within the public right of way to guide exiting traffic away from abutting neighborhood roads to U.S. 1, during peak hours. n) The Company in cooperation with the South Miami departments of Public Works and Planning shall install traffic calming devices within the abutting public right of way to assist in the movement of traffic away from the adjacent residential neighborhood and to U.S.1 during peak hours. o) The Company shall coordinate with the South Florida Commuter Services to promote carpooling. 9. Consistency with City of South Miami Comprehensive Plan and Land Development Regulations. The city has adopted a 'Comprehensive Plan and Land Development Regulations in accordance with Chapter 163, Part II, Florida Statutes. The city finds that the project is consistent with the city's comprehensive plan and the city's land development regulations. The project, a mixed use retail and office development, as set forth herein, is consistent with the " Mixed -Use Commercial /Residential (Four Story)" designation on the future land use map, and the HD - ®V zoning district Page 6 of 16 on the Official Zoning Atlas of the City of South Miami. Goal 2 of the Future Land Use Element identifies the defines the home town district which consists of the "Hometown District Overlay Zone," as defined in Article VII, sections 20 -7.1 through 20 -7.52 of the city's land development regulations. 10. Vesting. As long as the development on the Property is in compliance with this Agreement, and all applicable laws, ordinances, codes and policies in existence at the time of the execution of the Agreement as well as other requirements imposed by the City Commission upon the ratification of the site plan approval on the Property, the Property shall not be the subject of a down zoning application by the City and shall not be subject to any development moratorium, referenda action, ordinances, policies, or procedures enacted by the City that limits the development contemplated by this Agreement and depicted in the site plan. Any failure by this Agreement to address a particular permit, condition, term or restriction shall not relieve the Company of the necessity of complying with the law governing said permitting requirements, conditions, terms or restrictions. 11. Permits, Conditions, Terms and Restrictions not Addressed. The failure of this agreement to address a particular permit, condition, term or restriction shall not relieve the Company or the city of the necessity of complying with the law governing said permitting requirements, conditions, terms, or restrictions. Page 7 of 16 12. Duration of Permits. The Company acknowledges that this agreement does not extend the duration of any permits or approvals. 13. Law Governing Development of the Property. The ordinances, policies and procedures of the City of South Miami concerning development of the property that are in existence as of the execution of this agreement shall govern the development of the property for the duration of the term of this agreement No subsequently adopted ordinances, policies, or procedures shall apply to the property except as provided by law. 14. Termination. Prior to commencement of construction of the Project, this agreement may be terminated by mutual written consent of the city and Company, subject to the terms and conditions herein. Either party may terminate this Agreement if the other party commits or allows to be committed any material breach of this Agreement. A "material breach" of this Agreement shall include, but not be limited to, a failure of either party to perform any material duty or obligation on its part for any thirty (30) consecutive day period. Neither party may terminate this Agreement on grounds of material breach of this Agreement unless it has provided written notice to the other party of its intention to declare a breach and to terminate this Agreement (the "Notice to Terminate ") and the breaching party thereafter fails to cure or take steps to substantially cure the breach within sixty (60) days following the receipt of such Notice to Terminate, with the exception of monetary breaches which shall be cured within thirty (30) after receipt of notice. Page 8 of 16 15. Assignment. This Agreement may not be assigned by the Company except to an affiliated entity, without the prior written consent of the City. Subject to the preceding sentence this Agreement shall be binding upon the successors, assigns, and representatives of the parties hereto. An affiliated entity is an entity of which 64 DEVELOPMENT CORPORATION or a majority of its shareholders, directly or indirectly owns at least 510 of the beneficial interest. 16. Work Force. The Company agrees to use its best efforts to enhance job opportunities for local citizens in 'connection with the project. To that end and in order to maximize job opportunities for applicants from South Miami, the Company shall send notice to the Community Redevelopment Agency Director of the City of South Miami, or a substitute designee by the City Manager, regarding employment opportunities related to any (1) construction work on the Property, (2) temporary or permanent maintenance work on the Property, or (3) proposals for leasing of retail space or employment opportunities associated with retail space located on the Property. li. Joint Preparation. This agreement has been drafted with the participation of the city and Company and their counsel, and shall not be construed against any party on account of draftsmanship. 18. Binding Effect. The burdens of this agreement shall be binding upon, and the benefits of this agreement shall inure to, all successors in interest to the parties of this agreement. Page 9 of 16 19. Captions and Headings. Paragraph headings are for convenience only and shall not be used to construe or interpret this agreement. 20. Applicable Laws, Jurisdiction, and Venue. This agreement shall be governed by and interpreted, construed, and enforced in accordance with the laws of Florida without regard to principles - of conflicts of law. Venue for any litigation pertaining to the subject matter hereof shall be exclusively in Miami -Dade County Florida. 21. Enforcement. In any litigation arising out of this agreement, the prevailing party shall be entitled to recover its costs and attorneys fees. Attorney's fees payable under this paragraph shall not exceed 250 of the amount of damages awarded to the prevailing party and no party shall be entitled to pre - judgment interest. In any. injunctive or other action not seeking damages under this paragraph, legal fees may be awarded in the discretion of the court, but shall be reasonable and shall not exceed an hourly rate of $300.00 per hour. 22. Inspection. Nothing in this Agreement shall be construed to waive or limit the City's governmental authority as a municipal corporation and political subdivision of the State of Florida. The Company therefore understands and agrees that any official inspector of the City of South Miami, or its agents duly authorized, have the right to enter, inspect and investigate all activities on the premises to determine whether the Property complies with applicable laws including but not limited to building and zoning regulations and the conditions herein. Page 10 of 16 23. Authorization to Withhold Permits and Inspections. In the event the Company is obligated to make payments or improvements under the terms of this Agreement and such payments are not made as required, or such improvements are not made as required, in addition to any other remedies available, the City of South Miami is hereby authorized to withhold any further permits on the portion of the Property failing to comply with this Agreement, and refuse any inspections or grant any approvals, with regard to that portion of the Property until such time this Agreement is complied with. 24. Representations of the Company. The Company represents to the City as follows: (a) .The execution, delivery and performance of this Agreement and all other instruments and agreements executed in connection with this Agreement have been properly authorized by the Company and do not require further approval by Company. (b) This Agreement has been properly executed, and constitutes the Company's legal, valid and binding obligations, enforceable against Company in accordance with its terms. (c) There are no actions, suits or proceedings pending or threatened against or affecting the Company before any court or governmental agency that would in any material way affect Company's ability to perform this Agreement. (d) The Company shall not act in any way whatsoever, directly or indirectly, to cause this Page 11 of 16 Agreement to be amended, modified, canceled, or terminated, except pursuant to its express terms, and shall take all actions necessary to ensure that this Agreement shall remain in full force and effect at all times. (e) The Company has the financial capacity to pay or advance to the City all fees and payments as required under this Agreement. 25. Severability. In the event that any of the covenants, agreements, terms, or provisions contained in this agreement shall be invalid, illegal, or unenforceable in any respect, the validity of the remaining covenants, agreements, terms, or provisions contained herein shall be in no way affected, prejudiced, or disturbed thereby. 26. Waivers. No failure or delay by the Company or the City to insist upon the strict performance of .any covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy consequent upon the breach thereof, shall constitute a waiver of any such breach or any subsequent breach of such covenant, agreement, term or condition. No covenant, agreement, term, or condition of this Agreement and no breach thereof shall be waived, altered or modified except by written instrument. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 27. Annual Report and Review. It shall, be the responsibility of the Company to submit an annual report to Page 12 of 16 the City. This agreement shall be reviewed annually on the anniversary of the effective date of this agreement. The Company, or its assign, shall submit an annual report at least 30 days prior to the annual review date. This report shall contain a section -by- section listing of what obligations have been met and the date finalized, as good faith compliance with the terms of the agreement. The city commission shall review the annual report at a public meeting. If the City Commission finds, on the basis of substantial competent evidence, that there has been a failure to comply with the terms of the Agreement, the Agreement may be revoked or modified by the City. The obligation to submit an annual report shall conclude upon the date on which the agreement is terminated. 28. Notices. Any notices or reports required by this agreement shall be sent to the following: For the City: City Manager City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Copy to: Planning Director Planning and Community Development Department City of South Miami 6130 Sunset Drive South Miami, Florida 33143 For the Company: 64 DEVELOPMENT CORPORATION Attn: Marcelo Fernandes 4311 Ponce De Leon Boulevard Coral Gables, Florida 33146 Copy to: W. Tucker Gibbs, Esq. 215 Grand Avenue Coconut Grove, Florida 33133 Page 13 of 16 29. Exhibits. All exhibits attached hereto contain additional terms of this agreement and are incorporated herein by reference. 30. Amendment. This agreement may be amended by mutual written consent of the city and Company so long as the amendment meets the requirements of the act, applicable city ordinances and Florida law. 31. Entire agreement. This agreement represents the entire agreement and no prior or present agreements or representations shall be binding - upon either the city or Company, unless specifically incorporated herein by reference, whether such prior present agreements have been made orally or in writing. Each party affirmatively represents that no promises have been made to that party that are not contained in this Agreement, and the Exhibits, and stipulates that no evidence of any promises not contained in this Agreement, and the Exhibits, shall be admitted into evidence on its behalf. This Agreement shall not be supplemented, amended or modified by any course of dealing, course of performance or uses of trade and may only be amended or modified by a written instrument duly executed by officers of both parties. 32. Third Party Beneficiary. This Agreement is exclusively for the benefit of the parties hereto and their Affiliates, and it may not be enforced by any party other than the parties to this Agreement and shall not give rise to liability to any third party other than the authorized successors and assigns of the parties hereto. Page 14 of 16 33. Periods of Time. Whenever any. determination is to be made or action is to be taken on a date specified in this Agreement, if such date shall fall on a Saturday, Sunday or legal holiday, then in such event said date shall be extended to the next day which is not a Saturday., Sunday or legal holiday. 34. Counterparts.. This Agreement may be executed (including by facsimile) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 35. Recordation. Within 20 days after the Agreement has been signed by both the Company and the City, the Applicant shall cause a copy of the Agreement to be recorded at the Applicant's expense in the registry of deeds in Miami -Dade County. PASSED AND DULY ADOPTED by the c *ty commission of the City of South Miami, Florida, this � day of March, 2008. SIGNATURES ON FOLLOWING PAGE Page 15 of 16 ATTEST: FA TY CLERK' —' READ AND APPROVED AS TO FORM: f I Y ATTORNEY AVO AGREED TO this 1day of March, 2008, Witnesses: 64 DEVELOPMENT ,ORPORATION ,v ( ( Preside P int Name y-ii Print Name 10 '' STA7F_ OF FLORIDA, th 'ONly H Y crag, ot w 1n th oflf on A02Q STATE 0 F FLORIDA ) wfiNESS rrry d and OFicizi Sea[. 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