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Home My WebLink Aboutexhibits Q-ZEXHIBIT Q Over town Area EXHIBIT R FIRST SOURCE HIRING AGREEMENT COMMUNITY BENEFITS PROGRAM This Agreement is made this day of , 200_, by. and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") and SAWYER'S WALK, LTD., a Florida limited partnership ("Developer"). RECITALS A. Developer and the CRA have entered into that Amended and Restated Southeast Overtown/Park West Lease and Development Agreement dated ("Lease"), for the development of a mixed use project containing approximately one thousand fifty (1,050) residential units (collectively, the "Residential Units") on the property, more particularly described in Exhibit "A", attached hereto (the "Property") consisting of apartments, townhouses, lofts, live/work units (i.e., commercial units which are bundled with a residential unit) (the "Live/Work Units"), which Residential Units will be constructed in mid -rise structures and high-rise structures and approximately seventy-five thousand (75,000) square feet of retail and office space, which is more particularly described on Exhibit "B" attached hereto (the "Project"). B. To supplement the local community involvement in the Project, Developer has agreed to comply with Section 18-110 of the City of Miami Code to foster participation in the construction and operation of the Project by Low Income Individual residents of the City of Miami and Miami -Dade County, including, but not limited to those who are participants of South Florida Workforce training and Subject to conforming to the terms of the Settlement Agreement within 30 days of the Effective Date of the Settlement Agreement. employment programs and other residents of the City of Miami and Miami -Dade County. NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: SECTION 1. DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings. All definitions include both the singular and plural form. Capitalized terms not specifically defined herein are as defined in the Lease. "Agency" shall mean the South Florida Work Force, a state and federally funded 501 C3 organization or an organization equally acceptable to the Executive Director. In the event the Agency ceases to exist, upon request of CRA or the Developer, the Developer shall create or select a similar entity capable of handling the responsibilities designated to the Agency hereunder, acceptable to the Executive Director. "Agreement" shall mean this First Source Hiring Agreement in its entirety. "CRA" shall mean the Southeast Overtown/Park West Community Redevelopment Agency, as represented by the Executive Director of the Southeast OvertownfPark West Community Redevelopment Agency. "Construction Contract" shall mean a contract in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) related to the construction of any portion of the Project. "Construction Contract" shall not include any contracts related to renovations to the Project after completion of the Project. "Construction Contractor" shall mean a contractor who enters into a contract with the Developer related to the construction of the Project, or any part thereof, of at least Two Hundred Thousand and No/100 Dollars ($200,000.00). "Developer" shall mean the Sawyer's Walk, Ltd., a Florida limited partnership. "Full Time Employee" shall mean an individual employed for a minimum of thirty-five (35) hours per standard five day work week. "Low -Income Individual" shall mean an individual whose household income is no greater than 80% if the median income for Miami -Dade County based on the local Census data or is unemployed. "Overtown Area" shall mean that area as depicted in Exhibit "C" attached hereto and made a part hereof. "Residents" shall comply with the definition as adopted or as determined by the Agency, and may include prior residency with accompanying proof, satisfactory to the Agency, of residency within specific targeted areas as of January 1, 2006 or since. "Site" shall mean the real property more particularly described on Exhibit "A" attached hereto and made a part hereof. "Subcontractor" shall mean any subcontractor entering into a contract relating to the construction of the Project, or any part thereof, of at least Two Hundred Thousand and No/100 Dollars ($200,000.00). SECTION 2. FIRST SOURCE HIRING PROGRAM A. Construction 1. The purpose of this Section of the Agreement is to develop reliable resources for the prescreening of resumes and operation of training programs that will facilitate the skills and the employment of Low - Income Individuals that reside in the City of Miami and Miami Dade County for the construction of the Project. This Section aims to accomplish this stated goal by (i) establishing a mechanism whereby Low -Income Individuals can receive job training in the skills requested by employers involved in constructing the proposed improvements to be constructed by the Developer, and (ii) establishing a system for prompt reliable pre-screening and referral of applicants by employers as jobs become available. The Developer shall require each Construction Contractor for the Project, or any portion thereof, and each Subcontractor retained by a Construction Contractor or Subcontractor with total contract amount in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) for work related to the Project, or any portion thereof, to provide employment opportunities generated by the Project to qualified Low Income Individuals residing within the City of Miami and Miami -Dade County, including, but not limited to, those who are participants in the Agency's training and employment programs, subject to the Construction Contractor's obligation to fill vacancies generated by the Project with Construction Contractor's employees from other jobs. It is understood that jobs may be offered on the basis of qualifications, however, should qualifications be equal, such employment opportunities shall be offered by Construction Contractor(s) and Subcontractor(s) in the following order of priority: (a) to residents of the Overtown Area, (b) other City of Miami residents, and (c) to residents of Miami -Dade County. 2. Provisions Benefiting Residents. a) Two (2) months prior to the anticipated commencement of construction of Phase I of the Project, unless otherwise approved by the Executive Director, the Developer, in coordination with the Agency, shall establish a Skills Training Center ("Skills Training Center") during construction to provide for on -site or off -site, as approved by the Executive Director, training for a minimum of fifteen percent (15%) of the entire construction workforce, whether union or non -union, of the entire construction associated with the Project, excluding any renovations after final certificates of occupancy have been issued for all units comprising the Project. The requirement for participation in the program will be included all the Construction Contracts with respect to any Phase of the Project and participation in the program by all Subcontractors. The purpose of the Skills Training Center program will be to teach the Low -Income Individuals marketable construction skills. The Developer will operate or cause to be operated the Skills Training Center, which will provide for the advancement of skills for the construction personnel at the Project. It will teach a tight curriculum of safety fundamental skills for untrained people, advanced skills for trained personnel, additional skills for certificates in alternate trades, and management of construction operations. b) The Developer and the Construction Contractor shall notify the Agency in a timely manner, as necessary and appropriate, to develop customized training programs, which enable Low - Income Individuals to qualify for and secure entry level and apprenticeship construction positions, whether union or non- union. The Developer may provide rent-free space within the Site, or elsewhere, for the local offices of the Agency. In the event the Agency does not perform in a timely manner, the Developer or Construction Contractor shall notify the Agency, with a copy to the CRA, of such deficiency. If the Agency does not implement steps to cure such deficiency within fifteen (15) days of such notice, the Developer shall immediately identify or establish a new Agency acceptable to the Executive Director to fill the role of the Agency. c) The Developer and each Construction Contractor will notify the Agency in a timely manner of entry-level and apprenticeship positions, whether union or non -union job openings, resulting from the Construction Contract requirements that will not be filled through the Skills Training Center including the number of positions needed and the minimum qualifications required for each position. d) The Developer and each Construction Contractor will utilize the Agency as the "first source" in identifying candidates for its Skills Training Center and except for those positions filled through the Skills Training Center, will declare the Agency the "first source" to identify candidates for those entry-level, apprenticeship positions, whether union or non -union positions. e) The Developer and each Construction Contractor shall give preference and first consideration on the basis of qualifications, however, should qualifications be equal among candidates, the Developer and each Construction Contractor, to the extent permitted by law and any existent labor agreements, such employment opportunities shall be offered by Developer and each Construction Contractor in the following order of priority: (a) to residents of the Overtown Area, (b) other City of Miami residents, and (c) to residents of Miami -Dade County. #} The Developer and each Construction Contractor shall advertise or cause to be advertised through the Agency, in local minority media and City TV, the City of Miami community television channel, and hold job fairs seeking to attract Low Income Individuals residing in the City of Miami and Miami -Dade County to seek training and employment at the Project. g) The Developer and each Construction Contractor shall offer jobs to all those that successfully complete Skills Training Center, which training was developed for the purpose of developing skills for construction jobs at the Project. As long as these persons remain employed, their positions will continue to be counted toward this threshold regardless of any change in their status as a Low Income Individual. Annual thresholds shall be pro -rated monthly as required. Priority among equally qualified persons will be given to those residing within the City of Miami. In the event there is not a sufficient number of qualified Low Income Individuals that reside within the City of Miami, then the balance of the percentage can be met utilizing Low Income Individuals that reside within Miami -Dade County. h) In the event that the Agency is unable to identify qualified persons to fill these positions identified by the Contractor within a reasonable time frame acceptable to the Developer or Construction Contractor, any unfilled targeted positions may be filled by any qualified person, irrespective of their residence. i) To the extent portions of the Project constitute union jobs, the Developer and each Construction Contractor shall use good faith to register a resident apprentice training program with the local unions for Construction Contracts or subcontracts totaling Two Hundred Thousand and No/100 Dollars ($200,000.00) or more in order to involve trained City of Miami residents and Low Income Individuals as apprentices and ultimately as journeypersons for the benefit of the Project. j) The CRA acknowledges that all employees of the Project will be required to have the necessary employment skills, as well as meeting the requirements of the Project insurance policy, including, without limitation, requirements for a drug free workplace. In addition, the CRA acknowledges that various employment opportunities may require union membership, and may require security clearances consistent with the Project's security policies and procedures. For purposes of this Agreement, to the extent the Agency provides the above services, the Developer may rely on the information provided by the Agency for verification purposes. k) To the extent that the procedures set forth in this section are in conflict with the procedures implemented by the Developer or Construction Contractor in order to comply with the applicable federal, state and local laws, the Construction Contractor may substitute other procedures, acceptable to the Executive Director, in order to accomplish the purpose and intent of this Agreement. 1) Agreed upon Mechanics. Exhibit "D", attached hereto and made a part hereto sets forth the agreed upon mechanics of the programs applicable during construction. B. Property Management 1. This purpose of this Section is to develop reliable resources for the prescreening of resumes and operation of training programs that will facilitate the skill and the employment of Low Income Individuals that reside in the City of Miami and Miami -Dade County, for the property management phase of the Project. This Section aims to accomplish that goal by (i) establishing a mechanism whereby Low Income Individuals can receive job training in property management activities and (ii) establishing a system for prompt, reliable, pre-screening and referral of applicants to employers as jobs become available. 2. Developer and each condominium association controlled by Developer with respect to each Phase of the Project, as well as each contractor retained by Developer or by any condominium association controlled by Developer with a total contract amount of in excess of Twenty Thousand and No/100 Dollars ($20,000.00) for providing property management services such as security, landscaping and property maintenance, shall be required to provide employment opportunities generated by the Project to qualified Low -Income Individuals residing within the City of Miami and Miami -Dade County, including, but not limited to, those who are participants in the Agency's training and the employment programs. It is understood that jobs may be offered on the basis of qualifications, however, should qualificiations be equal, such employment opportunities shall be offered by the Developer in the following order of priority: (a) to residents of the Overtown Area; (b) other City of Miami residents; and (c) to residents of Miami -Dade County. 2. Provisions Benefiting Residents. a) Two months prior to the anticipated issuance of the first temporary certificate of occupancy for the first unit in the first Phase of the Project, unless otherwise approved by the Executive Director, the Developer will set up a Property Management Skills Training Center (the "PM Skill Training Center") to provide training for a minimum of fifteen percent (15%) of the entire workforce to be involved in property management activities associated with the Project. The purpose of the PM Skill Training Center will be to teach Low Income Individuals, marketable property management skills. The Developer will operate or cause to be operated the PM Skill Training Center, which will provide for the advancement of skills for property management personnel at the Project. b) The Developer may notify the Agency to assist in developing and maintaining customized training programs, and will notify the Agency in a timely manner, as necessary and appropriate, to assist in developing customized training programs, which enable Low Income Individuals to qualify for and secure the operations jobs, as well as to improve the skills and capabilities of employees for self improvement and career advancement. c) The Developer will maintain an up-to-date job opening database. The Developer may notify the Agency electronically in a timely manner of applicable job openings containing the approximate number and type of jobs that will need to be filled, the basic qualifications necessary, and contact information for obtaining further information and information for applying for jobs. d) The Developer shall give preference and first consideration to the highest qualified candidates. Among equally qualified candidates, to the extent permitted by law and any existent labor agreements, preference shall be given to candidates the Agency refers. e) The Developer shall advertise or cause to be advertised through the Agency in local minority media and City TV, the City of Miami community television channel, and hold, directly or through the Agency, job fairs seeking to attract Low Income Individuals residing in the City of Miami to seek employment at the Project; f) A minimum threshold of twenty-five percent (25%) of all initial Full Time Employee Job Openings or one hundred percent (100%) of those candidates who have successfully completed the PM Skill Training Center shall be filled by Low -Income Individuals. As long as these same persons remain employed, their positions will continue to be counted toward this threshold, irrespective of their status as a Low -Income Individual. Priority will be given among equally qualified candidates to those residing within the City of Miami. In the event there is not a sufficient number of qualified Low Income Individuals that reside within the City of Miami, then the balance of the threshold can be met utilizing Low Income Individuals that reside within Miami -Dade County. This shall apply to the initial job openings and shall continue so long as the Developer is in control of the various Phases of the Project or on the tenth anniversary of the issuance of the first temporary certificate of occupancy, whichever comes later. g) The Developer shall provide or cause to be provided to the CRA monthly reports defining the progress and employment status of those candidates who are hired. h) If Developer anticipates difficulty meeting the percentage threshold requirements referenced above, Developer shall, meet and confer with the Executive Director to determine mutually agreeable additional steps which can be taken to meet the percentage threshold requirement. i) Exhibit "E" attached hereto and made a part hereof sets forth the agreed upon mechanics of the program regarding property management. C. Default and Remedy. The Developer's failure to meet the percentage threshold requirements of Section 2(A) and 2(B) shall not be a breach or default under this Agreement or the Lease, however, if the Executive Director determines, in its reasonable discretion, that the Developer, a Construction Contractor or a condominium association controlled by the Developer has not, in any given calendar year period, used reasonable efforts to meet the percentage threshold requirements, then the CRA may assess a penalty of Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point or fraction thereof below the threshold requirements for each such applicable period with respect to Sections 2(A) and 2(B). This penalty shall be the only liability that Developer shall have regarding the percentage threshold requirements of Sections 2(A) and 2(B). Money paid by the Developer to the CRA shall be used for job training of Low -Income Individuals residing in the Overtown area. In the event that the Developer disputes the determination of the Executive Director, Developer may submit the dispute to arbitration in accordance with the provisions of Article XXIII of the Lease, which provisions are incorporated herein by reference and made a part hereof except all references therein to the Lease shall be deemed references to this Agreement. SECTION 8. MONITORING AND ENFORCEMENT A. Monthly Reports: Construction. The Developer, will provide, or cause to be provided, regular monthly electronic reports regarding the disposition of all individuals trained in the Skills Training Center including the position applied for and whether such individual was hired or not. If the individual was not hired, then the Developer's report should further provide a brief explanation of why any such candidate was not hired or considered qualified. Copies shall be provided by the Developer to the Executive Director. B. Monthly Reports: Property Management. During Operations, Developer will provide, or cause to be provided, the CRA with monthly reports regarding date and number of initial position requests, date required for candidate to commence work, the disposition of all individuals trained in the PM Skill Training Center referrals, including the position applied for and whether such individual was hired or not. If the individual was not hired, then the report should further provide a brief explanation of why any such candidate was not hired or considered qualified. C. Quarterly Reports Analysis. The Developer shall prepare, or cause to be prepared, detailed quarterly reports on the implementation of all sections of this Agreement during construction of the Project and as long as the Developer has control of the Project or through the tenth anniversary of the issuance of the first temporary certificate of occupancy with respect to the Project, whichever comes later, including those sections where a Construction Contractor or condominium association controlled by the Developer is the party hiring the individuals. These reports shall provide, at a minimum, a listing of the individuals, ethnicity, residency, classification applied for, employer's name, date of hire, status of employment (i.e., still employed or date terminated), total hours worked for the reporting period, gross monthly earnings, recruitment source and percentage of Low Income Individuals when they were initially hired for any component of the Project, which status shall continue to be applicable to any thresholds that are set, no matter of changes in employee status as a Low Income Individual. These reports should further provide a comprehensive summary of the above, including, but not limited to, the following: • total number of positions hired to -date • total number of, positions held by Low Income individuals residing in the Overtown Area at date of hire • total number of positions held by Low Income Individuals residing in the City of Miami (including the Overtown Area) at date of hire • total number of positions held by Low Income Individuals residing in Miami -Dade County at date of hire • total new hires this reporting period • total new hires from prior reporting period • total new hires to -date • total number of individuals referred from each respective recruiting source • total number of individuals hired and not hired from each respective recruiting source. These reports shall be provided to the CRA, consistent with any security provisions of the Project. If the report indicates that the percentage threshold requirement is not being met, the Developer will include as part of the report a discussion of the reasons why that is the case. In compiling this report, Developer shall be entitled to rely on information provided by the Construction Contractor(s) without responsibility to perform independent investigation. Further, in the event the Agency prepares the report on behalf of the Developer, the Developer shall be entitled to rely on information provided by the Agency. D. Enforcement by the CRA. The Executive Director shall determine the necessity of investigating complaints relating to implementation of this Agreement. The Developer shall cooperate fully and promptly with any such investigation, and shall make available at no cost, to the Executive Director requested records and information the Executive Director reasonably deems relevant to monitoring the implementation of this Agreement, consistent with security procedures and policies. If the Executive Director determines that the provisions of this Agreement are not being followed, he will determine the necessity of engaging and will proceed to engage in a good -faith effort to hear respective issues and to negotiate a resolution. During the process of such investigation, the investigation and its findings will be held in the most strict and confidential manner, reporting findings only to the Executive Director and the Developer. If negotiations do not arrive at a resolution within a reasonable period of time, the Executive Director may pursue any available legal remedies, including but not limited to any or all of the following practices: 1. A legal action to enforce this Agreement and/or any term or covenant thereof. The court shall award reasonable attorneys fees and costs to the prevailing party in an action enforcing or interpreting the requirement of this Agreement. 2. A declaration of ineligibility for future CRA and City of Miami contracts and/or redevelopment agreements with the CRA and/or the City of Miami until penalties and restitution have been paid in full. Nothing in this Section 4 shall derogate or limit the rights of the CRA to enforce this Agreement through pursuit of any available legal or equitable remedies. E. CRA shall provide Developer with written notice of finding prior to action and will provide Developer with 60 days to cure. SECTION 4. IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM A. Inclusion of this Agreement in Contracts. 1. Construction Contracts and Business Users Agreements. The Developer shall not execute any contract related to construction of the Site, or portion thereof, unless this Agreement is included as a material term of the contract. 2. Developer Assurance Regarding Preexisting Contracts. Developer warrants and represents that as of a date of mutual execution of this Agreement, it has executed no Construction Contract(s) or agreement that would violate any provision of this Agreement had it been executed after the date of mutual execution of this Agreement. SECTION 5. NOTICES Correspondence. All correspondence shall be in writing and shall be addressed to the affected parties at the addresses set forth below. A party may change its address by giving notice in compliance with this Section 5 the addresses of the parties are: (a) Developer. In the case of a notice or communication to Developer if addressed as follows: Sawyer's Walk, Ltd. c/o Tirso San Miguel Grosswinds at Poinciana, LLC 600 Corporate Drive, Suite 102 Ft. Lauderdale, Florida 33334 With a copy to: I. Barry Blaxberg, Esq. Blaxberg, Grayson, Kukoff & Segal, P.A. 25 S.E. Second Avenue, Suite 730 Miami, Florida 33131 (b) CRA. In the case of a notice or communication to the CRA or the Executive Director, if addressed as follows: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Executive Director 49 N.W. 5th Street Suite 100 Miami, Florida 33128 With a copy to: Jorge L. Fernandez, Esq. City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 James H. Villacorta, Esq. 49 N.W. 5th Street Suite 100 Miami, Florida 33128 SECTION 6. GENERAL PROVISIONS A. Severability Clause. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable; the remainder of the provisions shall continue in full force and effect. B. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party. C. Intended Beneficiaries. The CRA is an intended third -party beneficiary of contracts and other agreements, which incorporate this Agreement, with regard to the terms of this Agreement. The CRA shall therefore have the right to enforce the provisions of this Agreement against all parties incorporating this Agreement into contracts or other agreements. D. Term. Section 5 Monitoring and Enforcement, of this Agreement shall become effective on the date of mutual execution of this Agreement, and shall remain in effect for as long as the Developer remain in control of the Project or for ten years from the issuance of the first temporary certificate of occupancy for any portion of the Project, whichever comes later. E. Material Terms. The provisions of this Agreement are material terms of the Lease for the Project. The provisions of this Agreement are material terms of any contract in which it is included. F. • Waiver. The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement. G. Estoppel. Both parties agree to provide the other within 15 days of request an estoppel letter acknowledging that the other party is not in default of this Agreement. H. Construction. Each of the parties has been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed against any party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes any prior agreements, whether written or oral. This Agreement sets forth the general framework for a First Source Hiring Policy and may be supplemented by additional memoranda approved by the Developer and the Executive Director detailing the procedures and deadlines for carrying out this policy. J. Amendments. This Agreement may not be altered, amended or modified, except by an instrument in writing signed by the Developer and Executive Director. K. Authority of Signatories. The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties. L. Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer entering into the subject transaction. IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day and year first above written: DEVELOPER: Signed in the presence of: SAWYERS WALK, LTD. Print Name: By: Title: Print Name: CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of Florida Print Name: By: Frank Rollason Title: Executive Director Print Name: ATTEST: Priscilla A. Thompson Clerk of the Board APPROVED AS TO LEGAL APPROVED AS TO INSURANCE SUFFICIENCY: REQUIREMENTS: Holland & Knight LLP, as Insurance Manager special counsel EXHIBIT A PROPERTY EXHIBIT B PROJECT EXHIBIT C OVERTOWN AREA EXHIBIT "D" AGREED UPON MECHANICS CONSTRUCTION As long as the Developer adheres to the following procedures, he will be in compliance with the Agreement: 1. Include the terms and provisions of this Agreement in any Construction Contract for on -site work in excess of $200,000. 2. Assure that a minimum of 15% of all construction positions, notwithstanding the Construction Contract amount, whether union or non -union jobs, in construction are made available to Low Income Individuals as defined by this Agreement. 3. Consult with the Agency in scheduling employment needs, requirements, schedule, training required, duration of training, job fairs, and advertising in local City media, and solicit candidates for openings from the Agency. 4. Provide such information required by the Agency in a timely manner as required by the Agency in order to provide the requisite training and identification of Low Income Individuals for training and employment as contemplated by this Agreement. 5. Establish procedures that will facilitate ease of electronic file, data, and report transfer. 6. Establish procedures wherein Construction Contractors are to solicit unions to provide job training to candidates, with respect to any union jobs. 7. Two months prior to the commencement of construction of Phase I of the Project, the Developer will provide an on -site, or off -site as approved by the Executive Director, Skills Training Center training for a minimum of 15% of the entire construction workforce during construction to improve the skills of employees and to aid them in career growth. Developer and Construction Contractor shall offer jobs to all individuals that successfully complete Skills Training, which training was developed for the purpose of developing skills for the construction jobs of the Project. 8. The Developer and the Construction Contractor will notify the Agency in a timely manner of all positions resulting from the Construction Contract requirements that will not be filled through the Developer's Skills Training Center. 9. Job openings will be granted on the basis of qualifications. Among equally qualified candidates, priority employment opportunities shall be offered in the following order of priority: (a) to residents of the Overtown Area,, (b) other City of Miami residents, and (c) to residents of Miami -Dade County. 10. Developer may work with the Agency, security personnel and any other available agency acceptable to the Executive Director to help the Developer obtain requirements and records necessary for security clearances. 11. Resolve any problems or lack of success in meeting these procedures with the Executive Director in a timely manner. 12. Provide monthly and quarterly reports as provided for in the Agreement, consistent with other required personnel reporting data, to the CRA, outlining the performance of the program. 13. The Developer shall not execute any contract related to construction unless the Agreement is included as a material term of the contract. EXHIBIT "E" AGREED UPON MECHANICS PROPERTY MANAGEMENT As long as the Developer adheres to the following procedures, he will be in compliance with the Agreement: 1. Include the terms and provisions of this Agreement in any contract for property management services for the Site in excess of $20,000.00. 2. Assure that a minimum of 15% of all property management positions are made available to Low Income Individuals as defined by this Agreement. 3. Consult with the Agency in scheduling employment needs, requirements, schedule, training required, duration of training, job fairs, and advertising in local city media, and solicit candidates for openings from the Agency. 4. Provide such information required by the Agency in a timely manner as required by the Agency in order to provide the requisite training and identification of Low Income Individuals for training and employment as contemplated by this Agreement. 5. Establish procedures that will facilitate ease of electronic file, data, and report transfer. 6. Two months prior to the issuance of a temporary certificate of occupancy for the first unit in Phase I of the Property, the Developer will provide an on -site, or off -site as approved by the Executive Director, PM Skills Training Center training for a minimum of 15% of the entire property management workforce to improve the skills of employees and to aid them in career growth. Developer and condominium associations controlled by the Developer shall offer jobs to all individuals that successfully complete PM Skills Training, which training was developed for the purpose of developing skills for the property management jobs of the Project. 7. The Developer and any condominium associations controlled by the Developer will notify the Agency in a timely manner of all property management positions that will not be filled through the PM Skills Training Center. 8. Job openings will be granted on the basis of qualifications. Among equally qualified candidates, priority employment opportunities shall be offered in the following order of priority: (a) to residents of the Overtown Area, (b) other City of Miami residents, and (c) to residents of Miami -Dade County. 9. Developer may work with the Agency, security personnel and any other available agency acceptable to the Executive Director to help the Developer obtain requirements and records necessary for security clearances. 10. Resolve any problems or lack of success in meeting these .procedures with the Executive Director in a timely manner. 11. Provide monthly and quarterly reports as provided for in the Agreement, consistent with other required personnel reporting data, to the CRA, outlining the performance of the program. 12. The Developer and any condominium association controlled by Developer shall not execute any contract related to property management unless the Agreement is included as a material term of the contract. # 1894873_v4 EXHIBIT S REVOCABLE LICENSE This Agreement is entered into this day of , 2005, (the "Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Licensor") and SAWYER'S WALK, LTD., a Florida limited. partnership ("Licensee"). RECITALS: A. Licensor, Licensee City of Miami, a municipal corporation of the State of Florida, and Poinciana Village of Miami entered into a Settlement Agreement dated as of January 27, 2005, in which Licensor agreed to enter into a revocable license agreement with Licensee to maintain sales trailer and signs on a portion of the property described on Exhibit "A" (the "Property") to engage in marketing activities for the Sawyer's Walk Project (the "Project") to be developed by Licensee. B. Licensor has agreed to allow Licensee to utilize a portion of the Property on a temporary non-exclusive basis to conduct Licensee's sales and marketing activities, subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of. the mutual covenants and promises herein contained, Licensor and the Licensee agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: This Agreement shall terminate days from the date hereof unless the Licensor and Licensee agree in writing, to extend the term of this Agreement (the "Term"). Subject to conforming to the terms of the Settlement Agreement within 30 days of the Effective Date of the Settlement Agreement. Notwithstanding the foregoing, Licensor may terminate this Agreement, in its sole discretion, at any time by giving Licensee thirty (30) days prior written notice of its desire to terminate this Agreement. Upon receipt of such notice to terminate, Licensee shall within thirty (30) days vacate the Property and restore the Property to the condition that existed as of the date of this Agreement. 3. GRANT OF LICENSE: Licensor hereby grants to Licensee a non-exclusive, revocable license for the sole purpose of maintaining a sales trailer and marketing signage, which have been approved by the Executive Director of the CRA on the Property to engage in marketing and sales activities related to the Project. The license granted hereunder is revocable at will by Licensor, subject to Section 2 hereof. 4. PAYMENT: As consideration for the grant of this non-exclusive revocable license, Licensee shall pay to Licensor a use fee equal to and No/100 Dollars ($ .00) per month, beginning on the Effective Date of this Agreement and continuing through until the final month of the Term. Payment shall be made by bank draft, cashier's check, or company check payable to Licensor only. No in -kind payments or trade agreements will be accepted as payment. Payments not received within five (5) days from the due date shall accrue interest at the rate of one percent (1.0%) per month. 5. RESTORATION OF PROPERTY: Upon the earlier of (i) the termination of this Agreement or (ii) such time that Licensee permanently vacates the Property, Licensee agrees to promptly remove the trailer, all signage and all other materials from the Property and shall restore the Property to substantially the same condition as existed as of the date hereof. All costs and expenses incurred by Licensee in connection with the restoration of the Property shall be paid for by Licensee. Page 2 of 13 6. AWARD OF AGREEMENT: Licensee represents and warrants to Licensor that it has not employed or retained any person or company employed by Licensor to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 7. PUBLIC RECORDS: Licensee understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Licensor's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the Licensor and the public to all documents subject to disclosure under applicable law. Licensee's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the Licensor. 8. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Licensee understands that agreements between private entities and public agencies are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. Licensor and Licensee hereby agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Licensee is aware of the conflict of interest laws of the City of Miami (Chapter 2, Article V, Sections 2-611 - 2-650 of the Code of the City of Miami, Florida), Miami - Dade County Florida (Chapter 2, Article I, Section 2-11.1 of the Code of Miami -Dade County, Florida) and the State of Florida (Chapter 112, Part III, Sections 112.311-112.326, Florida Statutes) and agrees that it shall fully comply in all respects with the terms of said laws. 9. INDEMNIFICATION: Licensee hereby agrees to indemnify, defend, and hold harmless Licensor and its officials, employees and agents (collectively referred to as Page 3 of 13 "Indemnitees") from and against any and all claims, liabilities, losses, damages, and causes of action, of whatever nature, arising out of the Licensee's performance under this Agreement, including all acts or omissions to act on the part of the Licensee or any of its contractors, subcontractors, employees, agents, or any person acting for or on its behalf; and notwithstanding whether such claim shall be made by an employee or member of Licensee, an employee of the Licensor, or by any third party, or whether the claim relates to injury to persons (including death) or damage to property or whether it is alleged that the Indemnitees were jointly negligent. Licensee shall, at its own cost and expense, pay and satisfy all costs, expenses, interest, attorneys' fees, and damages, entered in any action and save harmless the Licensor from all costs, attorneys' fees, expenses, and liabilities incurred in the defense or investigation of any such claim or potential claim. This provision shall survive the termination of this Agreement. 10. DEFAULT: Licensor shall have the opportunity to revoke the license and terminate this Agreement upon any default, without any notice of such default and without providing Licensee any opportunity to cure such default. 11. RESOLUTION OF DISPUTES: Licensee understands and agrees that all disputes between Licensee and the Licensor based upon an alleged violation of the terms of this Agreement by the Licensor shall be submitted to the City Manager of the City of Miami for his/her resolution, prior to Licensee being entitled to seek judicial relief in connection therewith. Licensee shall not be entitled to seek judicial relief unless: (i) it has first received the City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $4,500; or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (90) days if the City Manger's decision is subject to City Commission approval); or (iii) the Page 4 of 13 Licensor has waived compliance with the procedure set forth in this section by written instrument, signed by the City Manager and the Executive Director of the CRA. 12. LICENSOR'S TERMINATION RIGHTS: A. The license granted hereunder is revocable at will by Licensor. Additionally, the Licensor shall have the right to terminate this Agreement without cause at any time by giving written notice to Licensee thirty (30) calendar days prior to the Effective Date of such termination. Upon termination, the Licensee shall pay to Licensor any amounts due and payable hereunder. In no event shall the Licensor be liable to Licensee for any consequential or incidental damages with respect to this Agreement. B. The Licensor shall have the right to terminate this Agreement, upon the occurrence of an event of default hereunder, in accordance with the provisions of Section 12 hereof. In such event, Licensee shall pay to Licensor any amounts due and payable hereunder. In no event shall the Licensor be liable to Licensee for any consequential or incidental damages. 13. LICENSEE'S TERMINATION RIGHTS: The Licensee shall have the right to terminate this Agreement upon thirty (30) calendar days notice to Licensor. Upon termination, Licensee shall pay to Licensor all amounts due and payable hereunder. In no event shall the Licensor be liable to Licensee for any consequential or incidental damages. 14. INSURANCE: Licensee shall provide, pay for, and maintain in force at all times during the term of this license, the insurance coverages set forth herein. The required insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: all companies shall be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or hold a valid Florida Certificate of Authority and be a Page 5 of 13 member of the Florida Insurance Guarantee Fund. Licensee shall specifically name Licensor as an additional insured under each of the required insurance policies. All policies shall be endorsed to provide Licensor with at least thirty (30) days notice of cancellation or restriction. If any of the insurance coverages will expire while this license is in effect, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration. Licensee shall furnish to Licensor's Administrator of Risk Management Certificates of Insurance and/or endorsements evidencing the insurance coverages specified herein prior to beginning performance under this Agreement. Required insurance shall include: A. Commercial General Liability Insurance. A Commercial General Liability Insurance Policy shall be provided with policy limits of not less than a Combined Single Limit for Bodily Injury and Property Damage, of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) aggregate. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: a) Personal and Advertising Injury; b) Premises and Operations; c) Independent Contractors; d) Products and/or Completed Operations for contracts; e) Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification agreement. Personal and Advertising Injury coverage shall have a minimum limit of One Million Dollars ($1,000,000.00). B. Business Automobile Liability. A Business Automobile Liability Policy with minimum limits of One Million Dollars ($500,000.00) per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without Page6of13 restrictive endorsements, as filed by the Insurance Services Office, and must include: a) Owned Vehicles and b) Hired and Non -Owned Vehicles. Automobile coverage may be waived by the if the Licensor provides written confirmation that no automobiles will be used in connection with this agreement C. Workers' Compensation Insurance. Worker's Compensation in such form and amounts as required by Florida law. Coverage shall include Employers Liability Insurance with minimum limits for Bodily Injury by Accident of not less than Five Hundred Thousand Dollars ($500,000.00) each accident; Bodily Injury by Disease of not less than Five Hundred Thousand Dollars ($500,000.00) each employee; and, Five Hundred Thousand Dollars ($500,000.00) Policy Limit. If, in the reasonable judgment of the Licensor, prevailing conditions warrant the provision by Licensee of additional insurance coverage, Licensor reserves the right to require additional insurance coverage from the coverage provided and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Licensee fail or refuse to satisfy the changed insurance requirement within thirty (30) days following the Licensor's written notice, Licensee shall be in default of the terms of this Agreement. 15. NONDISCRIMINATION: Licensee represents and warrants to the Licensor that Licensee does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Licensee's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Licensee further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, Page 7 of 13 religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 16. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The City of Miami has established a Minority and Women Business Affairs and Procurement Program (the "M/WBE Program") designed to increase the volume of procurement and contracts with Black, Hispanic, and Women -owned businesses. The M/WBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by Licensee. Licensee understands and agrees that the Licensor shall have the right to terminate and cancel this Agreement, and to eliminate Licensee from consideration and participation in future contracts if Licensee, in the preparation and/or submission of the Proposal, submitted false or misleading information as to its status as a Black, Hispanic and/or Women owned business and/or the quality and/or type of minority or women owned business participation. 17. ASSIGNMENT: This Agreement shall not be assigned or transferred by Licensee, in whole or in part. A sale or other transfer of a majority of the Licensee's stock or partnership shares (as applicable) is an assignment for the purposes of this Section. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO LICENSEE: TO LICENSOR: Page8of13 SOUTHEAST OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT AGENCY Attn: Executive Director 49 N.W. 5th St., Ste. 100 Miami, FL 33128 With a copy to: Jorge L. Fernandez, Esq. City Attorney — City of Miami 444 S.W. 2" Ave., Ste. 945 Miami, FL 33130 SAWYER'S WALK, LTD. c/o Tirso San Miguel Crosswinds at Poinciana, LLC 600 Corporate Dr., Ste. 102 Ft. Lauderdale, FL 33334 With a copy to: I. Barry Blaxberg, Esq. Blaxberg, Grayson, Kutoff & Segal, P.A. 25 S.E. Second Ave., Ste. 730 Miami, FL 33131 19. MISCELLANEOUS PROVISIONS: A. This Agreement shall be governed and construed under the laws of the State of Florida. Any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Eleventh' Judicial Circuit in and for Miami - Dade County, Florida. By entering into this Agreement, Licensee and the Licensor hereby expressly waive any right either party may have to a trial by jury of any civil litigation between them related to, or arising out of, this Agreement. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision or term contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision or term shall be deemed modified to the extent necessary in order to be valid, legal or otherwise enforceable, or if not modifiable, then same shall be deemed severable, and in either event, the Page 9 of 13 remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. E. The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. F. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. G. No amendment or modification of this Agreement shall be valid unless in writing and duly executed by Licensor and Licensee, and all approvals have been obtained to the extent required by Applicable Law. 20. THIRD PARTY BENEFICIARIES: Neither Licensee nor the Licensor intend to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. 21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, or successors. Page 10 of 13 22. INDEPENDENT CONTRACTOR: Licensee is providing its services as an independent contractor, and not as an agent or employee of the Licensor. Accordingly, Licensee's employees shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City of Miami, nor any rights generally afforded classified or unclassified employees. Licensee further understands that Florida Workers' Compensation benefits available to employees of the Licensor are not available to Licensee, and agrees to provide workers' compensation insurance for any employee or agent of Licensee rendering services to the Licensor under this Agreement. 23. CERTIFICATION: By signing this Agreement Licensee certifies that Licensee has familiarized itself with section 18-102 of the Code of the City of Miami, Florida and that neither Provider nor any of its principal owners or personnel have been convicted of an offense that would be cause for debarment under section 18-102 of the Code of the City of Miami, Florida or debarred or suspended by any federal, state or other governmental entity. 24. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 25. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Page 11 of 13 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective, duly authorized, officials, as of the day and year first above written. Witnesses: LICENSEE: SAWYER'S WALK LTD, a Florida limited partnership By: Indian River Investment Communities, Inc., a Florida corporation, its general partner By: By: Print Name: Name: Ted H. Weitzel Title: President By: Print Name: Witnesses: LICENSOR: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356 Florida Statutes By: By: Print Name: Name: Frank K. Rollason Title: Executive Director By: Print Name: Page 12 of 13 0 2523872_v2 EXHIBIT "A" DESCRIPTION OF PROPERTY Page 13 of 13 EXHIBIT T Prepared by: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 ASSIGNMENT OF LEASE AND DEVELOPMENT AGREEMENT THIS ASSIGNMENT is made and entered into this day of 200 , by and between POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership (hereafter the "Assignor"), and SAWYER'S WALK, LTD., a Florida limited partnership (hereafter the "Assignee"). RECITALS A. Assignor is the lessee under that certain Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, as amended (the "Lease"). B. Assignor desires to assign and transfer to Assignee all of its right, title and interest as lessee under the Lease in and to the property commonly known as Poinciana Village Phase II and more particularly described in Exhibit "A", attached hereto ("Phase II"). NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Recitals to this Agreement are true and correct and are hereby incorporated by reference and made a part hereof. 2. Assignor does hereby assign, transfer, sell, convey and set over unto assignee all of Assignor's right, title and interest as lessee under the Lease in and to Phase IL 3. Assignee hereby accepts the assignment of Assignor's right, title and interest as lessee under the Lease in and to Phase II and assumes the obligations under the Lease arising from and after the date hereof with respect to Phase II. 4. Assignor hereby agrees to indemnify, defend and hold Assignee harmless from and against any and all losses, damages, claims and demands with respect to Phase II arising prior to the date hereof, and Assignor agrees to pay all 1_ costs and expenses (including reasonable attorneys' fees and court costs through all appellate levels and post judgment proceedings) incurred by Assignee in enforcing this indemnity provision. 5. Assignee hereby agrees to indemnify, defend and hold Assignor harmless from and against any and all losses, damages, claims and demands with respect to Phase II arising from and after the date hereof, and Assignee agrees to pay all costs and expenses (including reasonable attorneys' fees and court costs through all appellate levels and post judgment proceedings) incurred by Assignor in enforcing this indemnity provision. IN WITNESS THEREOF, the undersigned executed this Assignment on the day and year first above written. Witnessed by: ASSIGNOR: POINCIANA VILLAGE OF MIAMI, LTD., Print Name a Florida limited partnership BY: INDIAN RIVER INVESTMENTS Print Name OF MIAMI, INC., a Florida corporation, its general partner By: Name: Ted H. Weitzel Title: President Date Executed: Witnessed by: ASSIGNEE: Print Name: SAWYER'S WALK, LTD., a Florida limited partnership BY: INDIAN RIVER INVESTMENT COMMUNITIES, INC., a Florida Print Name: corporation, its general partner By: Name: Ted H. Weitzel Title: President Date Executed: 2 STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 200, by Ted H. Weitzel, as President of INDIAN RIVER INVESTMENTS OF MIAMI, INC., a Florida corporation, its general partner of POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership, on behalf of the corporation and the partnership, who is personally known to me, or has produced as identification. Notary Public Type, Print or Stamp Name My Commission Expires: STATE OF FLORIDA ) COUNTY OF } } The foregoing instrument was acknowledged before me this day of , 200, by Ted H. Weitzel, as President of INDIAN RIVER INVESTMENT COMMUNITIES, INC., a Florida corporation, the general partner SAWYER'S WALK, LTD., a Florida limited partnership, on behalf of the corporation and the partnership, who is personally known to me, or has produced as identification. # 2574318_vl 3 Notary Public Type, Print or Stamp Name My Commission Expires: EXHIBIT A Phase II EXHIBIT U FILED CERTIFICATE OF LIMITED PARTNI WIP 3 i'1 ' .88 POINCIANA VILLAGE OF MIAMI, r`ETAP, OF STATE T LAHASSEt. t•LORIQA I. NAME: The name of this Limited Partnership shall be: POINCIANA VILLAGE OF MIAMI, LTD. II. 'CHARACTER OF BUSINESS: The business of the Limited Partner- ship shall consist of the investment in and ownership, operation arid maintenance of improved and unimproved real estate, securities, mortgages and other tangible and intangible personal property and :.such other property as may from time to time be transferred to the Limited Partnership in accordance with the terms and provisions of this Certificate. Said authority shall include, but not be Limited to, the acquisition, sale, transfer, exchange, mortgaging, leasing, pledging and other disposition o"f all property, real or personal;' acquired by the Limited Partnership. III. PRINCIPAL PLACE or BUSINESS: The location of the principal place of business or the Limited Partnership shall be 1023 N.W. 3rd Avenue, Miami, Florida 33136, or such oth..- _cation . as the General Partner may designate, but the business of the Limited Partnership or any part thereof, maybe conducted elsewhere. IV. NAMES AND PLACES OF RESIDENCE OF MEMBERS OF LIMITED PARTNERSHIP: i (1) GENERAL PARTNER: INDIAN RIVER INVESTMENTS OF MIAMI, INC. '1023 N.W. 3rd Avenue Miami, ['L 33136 (2) LIMITED PARTNER; SAWYER DEVELOPMENT CORP. 160 N. W. 7th Street Miami, F'l. 33136 1 V. TERM OF PARTNERSHIP: The original term of the Limited Partnership shall be from January 15, 1986 through December 31, 1989, and thereafter from year to year, unless at least nine (9) cale::..;ar months before December 31 of any year, General or any one of the Limited Partners shall have de- livered to the principal office of the Limited Partnership a written notice that he or she desires the Limited Partnership to terminate at the close of business on December 31 of such year, in which event the Limited Partnership shall terminate at the time so designated. VI. CONTRIBUTION OF LIMITED PARTNERS: The contribution of. the Limited Partner is as follows: the SAWYER DEVELOPMENT CORP. $150,000.00 VII. ADDITIONAL CONTRIBUTIONS: In the event the General Partner under the authority vested in it by paragraph XIII of this Certificate, shall decide to issue addditional Partnership Interests, the Limited Partner shall have the right to purchase said additional Partnership Interests before they are sold to a new Limited Partner. VIII. RETURN OF CONTRIBUTIONS: Limited Partners' contributions shall be returned upon termination of the Limited Partnership or upon twelve (12) months written notice to all members of the Limited Partnership. Provided, however; that in no event shallanyLimited Partner be entitled to demand and receive property other than cash in return for his contri- bution. IX. SHARE OF PROFITS BY LIMITED PARTNERS: (1) The Limited Partners shall receive ten percent (10%) /per•annum interest on the amount of funds the Limited Partners have invested in the Limited Partnership from time to time, calculated on a daily basis and paid monthly, quarterly or annually by the.tenth of the following month. For the purpose of this paragraph, funds in- vested in the business shall mean funds actually employed in the real estate operations of the Limited Partnership or deposited in the Limited Partnership's checking account and shall not include funds invested in mortgages or held in savings accounts, certifi- cates of deposit or other accounts or investment media having a fixed or predetermined rate of return. (2) The Limited Partners shall also receive actual interest earned on mortgages, savings accounts, certificates of deposit and other accounts or investment media having a fixed or pre - .determined rate of return. This interest will be paid directly to the Limited Partner by the institution or to the General Partner which will then pay the Limited Partner • (3) The Limited Partner is to receive 10% of the profits earned by the Limited Partnership over and above the ten percent (10%) interest paid to the Limited Partner . For the purpose of this paragraph, the term profits shall mean the net difference between cash income and cash or accrued expenditures. X. SHARE OF PROFITS BY GENERAL PARTNER: The General Partner is to receive ninety percent (90%) of the profits of the Limited Partnership. For the purpose of this paragraph, the term profits shall mean the net difference between cash income and cash or accrued expen- ditures. XI. DISTRIBUTION OF PROFITS AND LOSSES: The profits and losses of the Limited Partnership shall be distributed annually. XII. RIGHT TO S£L`L OR ASSIGN: The Limited Partners shall have the right tofassign�`their interest in the Limited Partner- ship. XIII. ADDITIONAL LIMITED PARTNERS: Except as otherwise set forth in paragraph XVI of this Certificate, additional Limited Partners or substituted Limited Partners shall be admitted to the Limited Partnership only upon written consent of the General Partner. Xiv. PRIORITY BETWEEN LIMITED PARTNERS: There shall be no priority as to the distribution of income or the return of capital between the Limited Partners. Xv. DEATH OF A LIMITED PARTNER: If a Limited Partner shall die, or become physically or mentally incompetent, said Limited Partner's Personal Representative, Guardian, Executor or Administrator shall have all the rightsof such Limited XVI . • Partner, and the share of such Limited Partner in the assets of the Limited Partnership shall, until the termination of the Limited Partnership, be subject to the terms, provisions and conditions of this Certificate as if such Limited Partner had not died or become incompetent. RESPONSIBLE FOR OBLIGATIONS: The General Partner shall be "responsible for the obligations of the Limited Partnership to the extent that a General Partner is now liable under the Laws of the State of Florida, but no Limited Partner shall at any time be liable for the debts and losses of the Limited Part- nership in excess of the amounts contributed or then due to be contributed by him to the capital of the Limited Partnership. XVII . TERMINATION OF PARTNERSHIP: Upon termination of the Limited Partnership, the.General Partner shall distribute the assets• of the Limited Partnership in accordance with the laws of the State of Florida in existence on the date of a termination of the Limited Partnership. XVIII. CERTICATE BINDING ON PARTIES: This Certificate shall be binding upon the parties hereto, their heirs, successors, assigns and legal personal representatives. Witnesses: i J // •�V l+V�'CA ✓. ��4.1 iti z �•Ci'� ' Indian River Investments of .ami, Inc. Ted H. eitzel, President Horace C. Davis, Vice President r. /� 7. 1 Randall J. Weitzel, Vis§ President and Secretary STATE OF FLORIDA COUNTY OF Dade I HEREBY CERTIFY that on this day, before'me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared TED H. WEITZEL , as President of Indian River Investments of Miami, Inc., a Florida corporation, to me known to be the person described in and who executed the foregoing instrument and he acknow- ledged and swore before me that he executed the same. WITNESS my hand and official seal in the County and State last aforesaid _al_ day of ,T(INLio..0. .f , 1986. (SEAL) C4a�i /lar k', r-�., Notary pl,pD4 c,State & Flor ida My Commission Expires: 1rc r v hUBUC 37ATF of 7t0k1D79 MY COMMISSION EXPIRES OCT4 1199E Eru +i THRU CFNERAL INSURANCE UND I STATE OF FLORIDA COUNTY OF Dade I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared HORACE C. DAVIS, as Vice President of Indian River Investments of Miami, Inc., a Florida corporation, to me known to be the person described in and who exectued the foregoing instrument and he acknow- ledged and swore before me that he executed the same. WITNESS my hand a4-Id official _Leal in the County and State last aforesaid this ,�q day of Lfap7LLor'y , 1986. 4i? Notary Pefblic, Stet Florida (SEAL) My Commission Expires ROT.AR? *UBIk 5TA-T8` (OF FLOAI071 MY commrssiont EXPIRES oCL% 1 /9941 BONDED THRU GENERAL INSURANCE LINO STATE OF FLORIDA - COUNTY OF DADE f I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared RANDALL J. WEITZEL, as Vice President and Secretary of Indian River Investments of Miami, inc., a Florida corporation, to me known to be the person described in and who executed the foregoing instrument and he swore before me that he executed the same. WITNESS my hand and official seal in the County and state aforesaid this C day of ,JClnc[aKti , 1986. IstWity fifth FioA1b No tart' MY COMMISSION EXPIRES OCEs L R99B (SEAL) BONDED THRU GENERAL INSURANCE UNIT j %/tors' ublc, St My Commission Expires of Florida -9- Witnesses: Sawyer Dev illiam B. SAWYER President STATE OF FLORIDA COUNTY OF Dade t Cbrp. HEREBY CERTIFY that this day, duly authorized in theStateandCountyaforesaidme, an officer to take acknowledgements, personally appeared WILLIAM B. SAWYER, as President of Sawyer Development Corp., a Florida corporation, to me known to be the person described in and who executed the foregoing instrument and he acknowledged and swore before - me that' he executed the same. WITNESS my hand and official ,ggal in the County and State last aforesaid this ;pet day of tjancaan/ , 1986. (SEAT.) My Commission Expires: Ro i IIIto rroP FCOR1i1991 MY COMMISSION EXPIRES OCT., 11964 BONDED TNRU GENERAL INSURANCE UNO -6- f,. 2004 LIMITED PARTNERSHIP ANNUAL REPORT (AR) DUE BY MAY 1: 2nng DOCUMENT # A22022 1. Enaty Hama POINCIANA VILLAGE OF MIAMI, LTD. rn ., S ,/Pie •! I ..rw..1 Pr ic:p3+Placeal Business WON Address 269 NW 7TH ST. 259 NW 7TH ST. MIAMI FL 33126 MIAMI FL 33136 2. Pr.n.:palRace slBusing! ss 3' ILUldj,.3f.W. 7th Street 1111111111111 1111111111 Sala. API e. arc 6.:al Aug ► .>t. N 401 MOORE CR2E003 (11/03j City & Slate L.1 a •I4I0 4. Fil Nenuei Appbed Far t4ianti, Pi. 59-2806166 Net Applicable =.N Gauntry r, t'33136 Cuub .. USA $8.75 Addltignal S. Carnls:am al Status Desied Fie Aeaui d 6. Name and Address al Current Registered Agent 7. Name and Address al New Registered Agent WEITZEL, TED H 269 NW 7TH STREET MIAMI FL 33136 Nana Shear Address IP 0 Box t'Mnber is Not Acceptable) 201 N. (- 2i-h St3"PF't #401 Miami, `"y Miami FL z 33136 8. Ina aoaae'lames anuty ins mis *lawmen{ tar me purpose al cnan9 r9 s Irgistarcu uuira aregiBtarea ages ul GUM 1111Ge SIAte cl Floncla 1 am 'wiper min, and accept Ina co4.gEmens 01 reg0@re agars SIGNATURE / Ted H. Weitzel 4-19-04 — ,s,....:.:if a, w is .• ia•M:a:a,Ia/rm.. ouE D. Capital Ccnrr,bt.l.ans as Snown an retard. Sl �' '� 10. A,rtaum or Capati Canmhuaans :n FLORIDA to acre. 11. MAKE CHECK PAYABLE TO FL. OEPT-OF STATE SEE REVERSE SIRE FOR FEE INFORMATION A GENERAL PARTNER THAT IS A BUSINESS ENTITY MUST BE REGISTERED AND ACTIVE WITH THIS OFFICE. NOTE: General Partnere MAY NOT be changed on the form; an amendment must be filed to change a general partner. 12. GENERAL PARTNER INFORMATION 13. ADDRESS CHANGES ONLY =maw., iUM: STaeETA00FESS :dY-S;-l�P M16669 INDIAN RIVER INVESTMENTS OF MIAMI, INC. 2E9 NW 7TH ST. MIAMI FL 53136 SIaEt7A00RE55 CITY-sT-1te 201 N. W. 7th Street, #401 Miami, Fl. 33136 issA HAD ADDRESS C1T 0.li SleEf I .-0011f a$ CI1Y•5I-T_P CLtium all r HAW 416,174011ESS :ITY•VAIP . 1 SlalFl Ni1111Ej5 EIrh;I•74, CD:WENTr ,:,u1E VVREI i +004E55 :.:1" • S T QIP S1HEET At 11AfS5 CITY -SG IIP CdCuIJ r 1 r I.,:kIE ilIferadallESS :In• sr•iir I olio lFa0iE51 ea),SA lIP C Lt.1iNr. :,Ar.t ?TR:rr +004.15 _i1Y. ir. EIP A Vigil w0AE55 cnr • Sr •IR _ 14, i nereny _9n+1y mining miler .na,aate0 on tms report r Ir tha me race, rat or uualae e pre SIGNATURE: / {{an supplwd win [Ns filing awes n0I qualify l01 Ina axenlpaon ma as in Section 119.0713111. Sunda Sutures. I lunar certify that the inlormarwn accurate and mat my signelu,e snap have the same regal elect as d made Elmo( cart. Ghat i am a General Partner al me Smiled pareeramp of ea max to Inis repot es reya:ra0 ay Chaptri W'U 'riufWa Sleulaa / H H WPit7Pi 4-19-04 305-377-2509 SmNA AND nPEwa PONIED wad OF a aLL WWI a,.. Worm Picea • POINCIANA VILLAGE OF MIAMI, LTD. 209 N.W. 7TH STREET MIAMI, FLORIDA 33138 13051 358.8030 E': y.11 w tltr. Florida T7eep3.rtitteTtt of State Five Hundred Twenty Six & 25000 WACHOVIA BANK, N.A. ACM N47 047004139 Poinciana Vi1lge�orMimi., Ltd. 1.31 #A22022 Da/April 19 E 2004 3631 63-643/670 $ 526.25 Dollars • r 'lennnmAlLtl• I•rTeanncr,.:. saes JUN I 1 II: 39 SECRETARY OF SI lv l4 i41, FLORIDA ATE ARTICLES OF INCORPORATION OF INDIAN RIVER INVESTMENTS OF MIAMI, INC. The undersigned subscriber to these Articles of Incor- poration, being a natural person competent to contract, does hereby form a corporation under the laws of the State of Florida. ARTICLE I The name of this corporation is: INDIAN RIVER INVESTMENTS OF MIAMI, INC. ARTICLE II The nature of the business of this corporation is any and all lawful business which a corporation is permitted to conduct in the State of Florida. ARTICLE III The capital stock of this corporation shall be 500 shares of $1.00 par value common stock. Said stock shall be issued pursuant to a plan under Section 1244 of the Internal'Revenue Code of 1954 as amended by the Small Business Tax Revision Act of 1958. All of said stock shall be payable in cash, or property other than stock.or securities in lieu of cash, at a just valuation to be.determined.by the stockholders of this corporation. ARTICLE IV The amount of capital with which this corporation will begin business is Five Hundred Dollars ($500.00). ARTICLE V This corporation shall exist perpetually. ARTICLE VI This initial registered agent and registered office of this corporation in the State of Florida is: RANDALL J. WEITZEL, 1023 Northwest Third Avenue, Miami, FL 33136. The stockholders may from time to time move the principal office to any other address in Florida. ARTICLE VII The Board of Directors of this corporation shall consist of the stockholders of the corporation. ARTICLE VIII The names and addresses of the officers are: NAME ADDRESS OFFICE TED H. WEITZEL 672 Park Ave.' President Titusville, FL 32796 RANDALL J. WEITZEL 1023 NW Third Ave. Sec./Vice-Pres. Miami, FL 33136 HORACE C. Davis 310 S.W. 68 Blvd. Vice -President Pembroke Pines Florida 33023 ARTICLE IX The names and post office addresses of the subscribers to the Certificates of Incorporation are as follows: NAME ADDRESS TED H. WEITZEL 672 Park Avenue Titusville, FL 32796 ARTICLE X These Articles of Incorporation may be amended in the manner provided by law. Every amendment shall be approved at a stockholder's -meeting by a majority of the shock entitled to vote thereon, unless all of the stockholders sign a written statement manifesting their intention that a certain amendment of these Articles of Incorporation be made. ARTICLE XI Every stockholder, upon the sale for cash of any new stock of this corporation of the same kind, class or series as that which he already holds, shall have the right to purchase his prorate share thereof (as nearly as may be done without issuance -2- of fractional shares) at the price at which it is offered to others. ARTICLE XII At each election for directors every stockholder entitled to vote at such election shall have the right to cumulate his votes by giving one candidate as many votes as the number of his shares, or by distributing such votes on the same principal among any number of candidates. IN WITNESS WHEREOF, the undersigned, being the original subscriber to the capital stock hereinabove named, for the purpose of forming'a corporation to do business in the State of Florida; under the laws of Florida, does make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and hereunto sets his hand and seal this 6th day of June, 1985. TED H. STATE OF FLORIDA COUNTY OF BREVARD BEFORE ME, the undersigned•authority,, an officer duly authorized to administer oaths and take. acknowledgements, personally appeared TED H. WEITZEL, to me well known to be the persons who executed the foregoing Articles of Incorporation, and acknowledged before me that they. executed the same freely and voluntarily for the purposes therein expressed. WITNESS my hand and official seal this .6t)} day of June, 1985. Notary Public, State of Florida at Large My Commission Expires: -3- 04 FOR PROFIT CORPORATION 'ANNUAL REPORT (API I _` DOCUMENT # Misses ,. ansty Ran Harm INDIAN RIVER INVESTMENTS OF MIAMI, INC. _ . ;f1si, -„ , . 17 ' f IHI1lIIII1III MOORE IIIWWW i �I� ljpl111IRI1I1111111111. IIIYYY CR2E034 IIIYYY111111111111HHHIIItltltlllllll111 II (11/03) IIII�IIIIIlI IIIIIIWIIIIWWW��UUU 1111111111 Pnno4pai Placa oi Buanesa Atm.., .,uaras.> 289 NW 7TM ST 269 NW 7TH ST MIAMI8 FL 33101 MIAMI FL 33101 US 201 N. W. 7th Street .•ta Ant a aic SwIa Apt a g 9 y01 1Scoa3 Scow CoC& Stale Miami, Fl, 4. FEI Nunroe `Appian Far 59-2559262 NaAppliOa04e' Z.p away GP 33136 Camay U S A 5. Cardreall Saalua Dear P 0 0.75 Adcirwnal eoFa' Reau,rau a. Hama and A44rsas al Currant getters4 Agent r 7. Name and Adams* or New Aeglarerad Agent WEITZEL, TED H 201 NW 17TH STREET #401 MIAMI FL 33136 Name Street Adnrass 4P.O. Box Number Is Not Accaplable1 Coy FL zip Cnda 8. Tad aoova earned enldy Su040uIe m4s summers mr lee purpose 0r changing as nspislarau 0arca or 4ag1sta4ed agent 04 both. N1 Ma State oi F4dlda, I am lemdlar wan, an0 accapi ma o0a9auons 01 rag,ilera0 agent SIGNATURE 54raw• trimW pruanaiw0 04400 Qom Gnaw. wag...ht .1101E n.4pi,...a.awx slo Vale foal/a roe rwuWay! Ml! FIE NOWIII FEE IS $150.00 After May 1, 2004 Fos will be fti50,t10 Make Chock Payable tc Florida Oepariment al Stale I 9. Elaciwn campaign Financing $5,00 May Be Trust Fund Cmmbtmon. 0 Mhed w Fairs 10. OFFICERS AND DIRECTORS 11. AUDITIONS/CHANGES TO OFFICERS AND DIRECTORS IN 11 ME ;WA MET AMASS Car- if- 21P PO 0 Nate* WEITZEL, 7E131-4 201 NW 7TH STREET, #401 MIAMI FL 33136 111u 4114.1E 4TIMEl Al1ORESS oat-4r•Zip - 0 Crams 0 Mama lira male 4TREE1 ADDRESS C11,-Si-BP SVD 0 Dade DAVIS, C. HORACE 13234 NW 13TH STREET PEMBROKE PINES FL 33028 1411E Ma 4,5EEt AMISS C01•Sl-RP 0 Change 0 Wawa (4TLE 11441E STFfiT ;00.Vii cm'-sT-a - El Was - !ALE 11441E STREET ADDRESS CRY -Sr AP 0 Change 0 Mdiion idLE NAME STRESS 1LCRES:. un-i7•:N 0 Oane ARE :ME SHRED 4COIIFSS car.5f.1E' 0 Change ❑ Melaka TITLE U W E 51RE21.tmisss C,114 51.114 0 name IlILE 1411E 510E1410RESS Ca1y•41•4P Q CDSAQB atonal TOLE MAME STRUT 4.)&44.5i ea,ST•?e [] OINk TIRE NAME SIAEE, 40041E55 0111-51.21E 0 Chape ❑ A dal ._ _, 12. 1 nara0l ceruiy mat me Inrolm}IIon ,n0lcalad on m1a rayon or suppvememal CI ma In corporaoon or a scalier chanpea. a on an anacnips ht SIGNATURE: ', suppled with ins e,aig-Does na quaaly or tfle .r,er1lpllan staled m Secean 119,07I3kil, Florida Staaaes. 4 runner canny Iha14na inklrmahan rayon Esau.) lb la a,:ew 1110 wru 111 it Iy Nynalwa shall nave in. same isosi a11ae1 as d made under oein. mat I am art OMiaar or naeelar. ar QUOINamp0waraa IQ 4A5,Ar1a alai m as r.:�4N11.41 u, C,1apm 007, Fw1,da SIaiNea ar16 mac my (WV appears Fa81ock 10 0r Br0Ok 11 rt . wail an sambas. wan ail wrier law arepuw ra T H, Weitzel 4-19-04 305-377-2509 Lib"" Rf(a OR MUM M OfHCea OR 0u44C10R nnr 0415'•14•4•• `:•y.;.4y: �-� In1.`.L�"4�i`-4�i�'t: �=S;ti-...-.may: L_i :4'.= si'M1.= � v l.w tit.: POINCIANA VILLAGE OF MIAMI, LTD. 269 N.W. 7T1-1 STREET MW1ty11, FLORIDA 33138 43051 35841030 . .'... C`t`^•ac.`�ta`isC<^tom. � 3634 14-043/ 670 Date April 19,2004 Fay ctileJruct Florida Department of State i` ur = One Hundred Fifty & 00/100 - WACHOVIA BANK, N.A. ACN A:T 41dlo04143: saAMI. FLORICA 74199 Indian River Investrents of. Miami,. Inc. r-, #1416669 ionnnn .p.1Loa r_nc.9nnet.a at• aCq 411SR.LC,L4,e4- $ 150,00 Dollars EXHIBIT V POINCIANA VILLAGE OF MIAMI, LTD., PARTNERS General Partner: Indian River Investments of Miami, Inc. Shareholders: Ted H. Weitzel 113 Horace C. Davis 11'3 Randall J. Weitzel 1/3 Limited Partner: Sawyer Development Corp. 100% 54 011791 EXHIBIT W LIMITED PARTNERSHIP AGREEMENT Agreement of Limited Partnership made this II41 —day of January, 1991, by and among Indian River Investment Communities, Inc., a Florida Corporation, whose address is 269 Northwest 7th Street, . - Miami, Florida 33136 herein referred to as the General Partner, and to William Sawyer and Bernice Sawyer whose address is 201 Northwest 7th Street, Unit 404, Miami, Florida 33136 and Bernice S. Watson whose address is 5400 Murdock Court, Virginia Beach, Virginia 23464, herein referred to as the Limited Partners. All references herein to all "Partners" shall refer to all of the General Partners and all of the Limited Partners. ARTICLE I Formation 1.01 Oraani4ation. The parties form a Limited Partner- ship under the laws of the State of Florida, herein called the Partnership. 1.02 Statutory Requirement. The parties to this Agreement shall immediately execute a Certificate of Limited Partnership, and cause the certificate to be filed in the appropriate office. During the term of this Partnership, the parties shall execute and cause to be filed amended certificates evidencing the formation and operation of this Limited Partnership whenever required under the laws of the State of Florida and of any other states where the Partnership shall determine to do business. The General Partner is authorized and empowered by all the Limited Partners to prepare, file, and publish either the original or any amended or modified Certificates of Limited Partnership as may be necessary or desirable and each Limited Partner specifically designates and appoints the General Partner, as his, her or_its attorneys -in -fact for the exclusive purposes of signing and attesting to the original or amended Certificates of Limited Partnership. The creation of the foregoing power of attorney is coupled with an interest and shall be irrevocable. 1.03 Purposes of Partnership. The purposes of the Partnership shall be as follows: (1) To engage generally in the real estate business, including investment in and ownership, operation and maintenance of improved and unimproved real estate and mortgages and other tangible and intangible personal property; to improve or develop real estate; to construct, alter, or repair buildings or structures on real estate; to acquire, sell, transfer, exchange, lease, mortgage, pledge and other disposition of all property and to make contracts concerning real estate. (2) To enter Partnership Agreements in the capacity of a General Partner or a Limited Partner. To become a member of a joint venture, or to participate in some other form of syndication for investment in real estate. ARTICLE IT Name and Place of Business 2.01 Name of Limited Pajtnerahip. The name of the Limited Partnership shall be Sawyer's Walk, Ltd. The business of the Partnership shall be conducted under this name and under any variations of this name that may be necessary to comply with the laws of other states within which the Partnership may do business or make investments. 2.02 Fictitious Name Certificates. The General Partner shall promptly execute and duly file with the proper offices in each state in which the Partnership may conduct the activities authorized in this Agreement, one or more certificates as required by the fictitious names law or similar statute in effect as to each state in which the activities are conducted. 2.03 Location of Principal Place of Business. The principal place of business shall be located at 269 Northwest 7th Street, . Miami, Florida, or at such other place or places as the General Partner may designate. The General Partner may designate a new place of business by delivering a written notice to all the Limited Partners. 2.04 Names and _Addresses or Places of Residence of Partners. The names and addresses of the General and Limited Partners of this Partnership are set forth in Exhibit A attached hereto and by this reference made a part of this Agreement. There are no other General Partners of this Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership. There are no other Limited Partners to the Partnership other than those listed in the attached Exhibit A. ARTICLE III Term of Partnership The Partnership shall commence on the date that a Certificate of Limited Partnership is duly filed as required by law, and shall continue in existence until January 31, 2001, unless sooner terminated, liquidated, or dissolved by law or as hereinafter provided. 2 ARTICLE IV Contributions of Capital 4.01 Initial Capitalization. Each of the Partners shall contribute to the capital of the Partnership in cash, in property or in services, in the amount and having the agreed value as set out opposite his, her or its name as listed in the attached Exhibit A. 4.02 Future Contributions. Each Partner, General or Limited, may make additional contributions to the capital of the Partnership in cash, in property, or in services, in such amounts as may from time to time be agreed upon_in advance by all of the Partners. The Partners, General or Limited, shall not be required to make any additional capital contributions and in no event shall a Limited Partner be personally liable for any losses, obligations, or debts of the Partnership in excess of his, her or its respective capital contribution. 4.03 Initial Limited Partners. Notwithstanding any other provision herein, William Sawyer, Bernice Sawyer, and Bernice S. Watson (herein collectively referred to as the "Initial Limited Partners") must approve in writing any and all changes whatsoever in the percentage investment of the General Partners from the Percentage of Partnership Units set forth in Paragraph 5.02 below, throughout the duration of the Partnership. To the extent that the terms and conditions of this Paragraph 4.03 conflict with or are contrary to any other provisions in this Agreement, the terms and conditions of this Paragraph 4.03 shall supercede and prevail. ARTICLE V Division of Profits, Losses and Cash Flow 5.01 Definition} of Net Profits and Net Losses. The term "net profits and net losses" shall mean the net profits and net losses of the Partnership as determined for federal income tax purposes by the independent certified public accountant servicing the partnership account. 5.02 Division of Net Profits and Net Losses. All net profits and net losses of the Partnership shall be divided and borne among the Partners in the following proportions set forth opposite their respective name: 3 General Partppr Percejtaae of Partnership Units Indian River Investment 2% Communities, Inc. Limited Partners Percentage of Partnership Units William Sawyer. Bernice Sawyer Bernice S. Watson 2% 2% 2% Indian River Investment Communities, Inc. and William Sawyer 92% However, the liability of the Limited Partners for the losses of the Partnership shall in no event exceed the amount of their respective contributions to the capital of the Partnership. 5.03 Division of Cash Flow. The cash flow of the Partnership shall be the net profits and net losses of the Partnership as defined in Paragraph 5.01 above, plus depreciation and other noncash charges deducted in determining the profits and losses, minus principal payments on all mortgages, and any other cash expenditures that have not been deducted in determining the net profits and net losses of the Partnership, and minus any amount reasonably -determined by the General Partner as being required to maintain sufficient working capital and a reasonable reserve for repairs, replacement, or other reasonable contingencies. The cash flow, as so determined, may be distributed by the General Partner to all the Partners in equal proportions per Partnership Unit, in the sole discretion of the General Partner. There shall be no obligation to return to the General Partner, or to the Limited Partners, or to any one of them, any part of the respective capital._ contributions for so long as the Partnership continues to exist. No General Partner or Limited Partner shall be entitled to any priority or preference over any other Partner as to the distribution of the cash flow of the Partnership. A4TICLE VI Ownership of Partnership Property All real or personal property acquired by the Partnership shall be owned by the Partners as tenants in partnership. An individual Partner's rights in Partnership property is not assignable, except in connection with the assignment of the rights 4 of all the Partners in the same property. Each Partner hereby expressly waives the right to require partition of any Partnership Property. ARTICI{E VII Fiscal Matters 7.01 Partnership Accounting Year. The Partnership's books and records and all required income tax returns shall be kept or made on the calendar -year basis. The General Partner shall determine whether the cash or accrual method of accounting is to be used in keeping the Partnership records. 7.02 Books and Records. The General Partner shall keep at the principal place of business and make available to all Partners, at any time during normal business hours, just and true books of account and all other Partnership records. The copying by a Partner or by his, her or its designated agent of any part of all of the records, at the personal expense of that Partner is specifically authorized. Within ninety (90) days after the close of each calendar year of the Partnership, the General Partner shall furnish to all Partners a year -ending balance sheet for the Partnership and a full and detailed financial report on the business operations of the Partnership for and during the entire preceding year. In addition, within ninety (90) days after the close of each calendar year of the Partnership, the General Partner. shall furnish to all. Partners any additional information necessary to complete their federal and state income tax returns, including statements of the net distributable income or loss to each Partner from the operation of the Partnership. The cost of all of the above duties and services to be performed by the General Partner shall be deemed an expense of the Partnership. 7.03 Partnership $ank Account. The General Partner shall receive all money of the Partnership and shall deposit it in one or more Partnership bank accounts. All expenditures by the General Partner on Partnership interests shall be made by checks drawn against the Partnership bank accounts. Withdrawals from the Partnership bank accounts shall be made on such signature or signatures as the -General Partner shall authorize. ARTICLE VIII Management of Partnership Affairs 8.01 Control and Manacement. The General Partner shall have sole and exclusive control of the Partnership. Subject to any limitations set forth in this Agreement, the General Partner shall have the power and authority to take any action from time to time 5 as they may deem to necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Partnership, including without limitation the power to: (1) Acquire or dispose of real property (including any interest therein) for cash, securities, other property, or any combination thereof upon such terms and conditions as the General Partner may, from time to time, determine (including, instances where the property is encumbered, on either an assumption or a "subject to" basis); (2) Acquire, own, hold, improve, manage, and lease any property, either alone or in conjunction with others through partnerships, limited partnerships, joint ventures or other business associations or entities; (3) Finance the Partnership's activities either with the seller of the property or by borrowing money from third parties, all on any terms and conditions the General Partner deems appropriate. In instances where money is borrowed for Partnership purposes, the General Partner shall be, and hereby is, authorized to pledge, mortgage, encumber, and grant a security interest in Partnership properties for the repayment of the loans; (4) Employ, retain, or otherwise secure or enter into other contracts with personnel or firms to assist in the acquisition, developing, improving, managing, and general operation of the Partnership properties, including, but not limited to,, real estate brokers or agents, supervisory, development, and building management agents, attorneys, accountants, and engineers, all on any terms and for any consideration the General Partner deems advisable; and (5) Take under applicable law and to the acquisition, management, leasing, and property. any and all other action that is permitted that is customary or reasonably related ownership, development, improvement, disposition of real, personal, or mixed 8.02 Responsibility of General Partnez. The General Partner shall exercise ordinary business judgment in managing the affairs of the Partnership. Unless fraud, deceit, or a wrongful taking is involved, the General Partner shall not be liable or obligated to the Limited Partners for any mistake of fact or. judgment made by the General Partner in operating the business of the Partnership, which results in any loss to the Partnership or its Partners. The General Partner does not, in any way, guarantee the return of the Limited Partners' capital or a profit from the operations of the Partnership. Neither shall the General Partner be responsible to any Limited Partners because of a loss of his, her or its investment or a loss in operations, unless the loss was 6 caused by fraud, deceit, or a wrongful taking by the General Partner. The General Partner shall devote such attention and business capacity to the affairs of the Partnership as may be reasonably necessary. In this connection, the parties hereby acknowledge that any General Partner may be the Manager or General Partner of other partnerships and may continue to manage other partnerships, and may continue to engage in other distinct or related businesses, including the investment in or ownership or development of property, whether or not competitive with the business of the Partnership. 8.03 Nominees All Partners recognize that sometimes there are practical difficulties in doing business as a Limited Partnership, occasioned by outsiders seeking to satisfy themselves relative to the capacity of the General Partner to act for and on behalf of the Partnership, or for other reasons. Therefore, the Limited Partners hereby specifically authorize the General Partner to acquire all real and personal property, arrange all financing, enter contracts, and complete all other arrangements needed to effectuate the purpose of this Partnership, either in their own name or in the name of a nominee, without having to disclose the existence of this Partnership. If the General_P.artner decides to transact the Partnership business in their own name or in the name of a nominee, they shall place a written declaration of trust in the Partnership books and records that acknowledges the nominee's capacity in which it acts and the name of the true or equitable owner, being the Partnership. 8.04 Removal of General Partner. Any General Partner may be removed by the affirmative vote of ninety-five percent (95%) in interest, not in number, of all of the Partners. Written notice of the General Partner's removal shall be served on the General Partner by certified mail. The notice shall set forth the day on which removal is to be effective. This date shall not be less than thirty (30) days after the service of the notice on the General Partner. Within thirty (30) days after an affirmative vote to remove a General Partner, the Partners shall elect a new General Partner. A new General Partner shall be elected on the vote of the holders of two-thirds (2/3) of the Partnership Units, in interest, not in number, then outstanding, at a special meeting called for that purpose. If_a new General partner is not elected within this period, the Partnership business shall be terminated and wound up in accordance with Paragraph 12.03 of this Agreement. The removal of a General Partner shall cause his, her or its interest in the Partnership to be converted to a Limited Partnership interest, but shall not alter or change his, her or its rights or responsibilities pursuant to Paragraphs 11.02 and 11.03 of this Agreement. 8.05 Compensatisip of Genera] Partners. The General Partner will receive no compensation for acting as General Partner. The General Partner shall be entitled to reimbursement for any 7 expenses paid by him, her or it arising out of the business of the Partnership and to reasonable and customary compensation for services as a real estate broker or agent rendered by a General Partner other than in his, her or its capacity as manager of the Partnership business. 8.06 Restrictions on Limited Partnere. The Limited Partners shall not have either the obligation or the right to take part, directly or indirectly, in the active management of the business of the Partnership. No Limited Partner is authorized to do or perform any act, thing, or deed in the name of or for or on behalf of either the General Partner or the Partnership. Limited Partners are not authorized to and shall note, directly or indirectly, have a voice in or take part in the business affairs or business operations of the Partnership. No Limited Partner shall receive any compensation for being a Partner. Limited Partners are not authorized, and shall not be permitted, to do any_ act, deed, or thing that will cause the Limited Partner to be classified as a General Partner of the Partnership. ARTICLE IX Liabilities 9.01 Liability of Partners. The liability of the General Partner arising from carrying on the business affairs or operations of the Partnership or for the debts of the Partnership is unrestricted. The liability of the Limited Partners with regard to the Partnership in all respects is restricted and limited to the amount of the actual capital contributions (and loans, if any) that each Limited Partner makes or agrees to make to the Partnership. The Limited Partners cannot be assessed an additional capital contribution to the Partnership above that which each Limited Partner agrees to make to the Partnership. If additional capital contributions to the Partnership are required and are made by a General Partner, it shall not entitle the General Partner to a greater share of the Partnership Units, or of the profits or cash distributions of the Partnership than otherwise is provided for by this Agreement. 9.02 Loans to the Partnership. Nothing is this Agreement shall prevent or prohibit a General or Limited Partner loaning money to the Partnership on a promissory note or similar evidence of indebtedness for a reasonable rate of interest. Any Partner loaning money to the Partnership shall have the same rights and risks regarding the loan as would any person or entity making the loan who was not a Partner of the Partnership. 8 ARTICLE X Prohibited Transactions During the time of the organization or continuance of this Partnership, neither the General nor Limited Partners shall do any one of the following: (1) Use the name of the Partnership (or any substantially similar name) or any trademark or trade name adopted by the Partnership, except in the ordinary course of the Partnership business; (2) Disclose to any nonpartner any of the Partnership business practices, trade secrets, or any other information not generally known to the business community; Do any other act or deed with the intention of harming the business operations of the Partnership; Do any act contrary to this Partnership Agreement, except with the prior expressed approval of all Partners; Do any act that would make it impossible to carry on the intended or ordinary business of the Partnership; (8) Confess a judgment against the Partnership; Abandon or wrongfully transfer or dispose of Partnership Property, real or personal; Admit another person or entity as a General. or Limited Partner, except with the prior expressed approval of all of the Initial Limited Partners. Further, the General Partner shall not use, directly or indirectly, the assets of this Partnership for any purpose other than carrying on the business of this Partnership, for the full and exclusive benefit of all its Partners. 9 ARTICLE XI Restrictions on Transfers 11.01 Prohibition Against Transfer. Except as set forth in this Agreement, no Limited Partner shall sell, assign, transfer, encumber, or otherwise dispose of any interest in the Partnership without the written consent of the General Partner. 11.02 Permitted Sales. (1) In the event a Limited Partner receives a bona fide offer for the purchase of all or a part of his, her or its interest in the Partnership, the Limited Partner shall either refuse the offer or give the General Partner written notice setting out full details of the offer. The notice, among other things, shall specify the name of the offeror, the percentage of interest in the Partnership covered by the offer, the terms of payment, whether for cash or credit, and, if on credit, the time and interest rate, as well as any and all other consideration being received or paid in connection with the proposed transaction, and any and all other terms, conditions, and details of the offer. (2) Upon receipt of the notice with respect to an offer, the General Partner shall have the exclusive right and option, exercisable at any time during a period of thirty (30) days from the date of the notice, t❑ purchase the interest in the Partnership covered by the offer in question at the same price and on the same terms and conditions of the offer as set out in the notice. If the General Partner decides to exercise the option, he, she or it shall give written notice to that effect to the Limited Partner desiring to sell. The sale and purchase shall be consummated within thirty (30) days after the date of the written notice. If the General Partner does not elect to exercise his, her or its option or waives his, her or its rights in writing, the selling Limited Partner shall be so notified in writing. Subject to any prohibitions or restrictions on transfer imposed by the General Partner for purposes of compliance with applicable securities law, the Limited Partner shall then be free to sell the interest in the Partnership covered by the offer. The sale must be consummated within ninety (90) days thereafter, or the interest shall once again become subject to the restrictions of this Article. The sale, if permitted, shall be made strictly on the terms and conditions and to the person described in the required notice. (3) Any assignment made to anyone not already a Partner shall be effective only to give the assignee the right to receive the share of profits to which the assignor would otherwise be entitled. The assignor shall not be relieved from liability under any agreement to make additional contributions to capital or from liability under the provisions of this Agreement. The assignee shall not have the right to become a substituted Limited Partner. 10 Neither the General Partner nor the Partnership shall be required to determine the tax consequences to a Limited Partner, or the assignee, arising from the assignment of a Limited Partnership interest. The Partnership shall continue with the same basis and capital account for the assignee as was attributable to the owner. who assigned the Limited Partnership interest. The Partnership interest of the General Partner cannot be voluntarily assigned or. transferred except if it occurs by operation of law. 11.03 Death of limited Partner. (1) Upon the death of a Limited Partner, at the Effective Date (defined in Paragraph 11.03 (3) below) the deceased Limited Partner's heirs or legatees will have the option of having the Limited Partnership interest pass on to said Limited Partner's heirs or legatees, in which event, the beneficiaries will then be entitled to the rights of an assignee as is provided in Paragraph 11.02 (3) of this Agreement; or (2) In the event that the Limited Partner's heirs or legatees choose not to have the Limited Partnership interest pass on to them, then each General Partner shall have an obligation to purchase from the Estate of the deceased Limited Partner, and the Estate of the deceased Limited Partner shall then have an obligation to sell to the General Partner (and if more than one General Partner then to each General Partner, on a pro rata basis) the interest of the deceased Limited Partner in the Partnership at the price and on the terms and conditions set forth in this Paragraph 11.03. The purchase price for the deceased Limited Partner's proportionate interest in the Partnership shall be the deceased Limited Partner's proportionate interest in the fair market value of the Partnership Property, as determined as hereinafter provided, together with the assumption of all liability for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership or the Partnership Property. Within sixty (60) days after the Effective Date the General Partner shall name an appraiser and, within sixty (60) days after the Effective Date the executor or other legal representative of the estate of the deceased Limited Partner shall name an appraiser. If either party fails to name an appraiser within the specified time, the other party may select the second appraiser. The two appraisers so selected shall proceed promptly to determine the fair market value of the Partnership Property, taking into consideration any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership Property. The determination of the fair market value of the Partnership Property by the two appraisers shall be final and binding on all parties. If the two appraisers are unable to agree on the fair market value of the Partnership Property, the two appraisers shall select a third appraiser whose determination as to fair market value shall be final and binding on all parties. The appraisers shall deliver a written report of their appraisal or the appraisal of the third . appraiser, as the case may be, to the General Partner and to the 11 executor or other legal representative of the Estate of the deceased Limited Partner. Each party shall pay the fee and expenses of the respective appraiser selected by that party. If a third appraiser is appointed, the fee and expenses of the third appraiser shall be borne one-half (1/2) by the General Partner and one-half (1/2) by the Estate of the deceased Limited Partner. During the period between the date of death and the date the purchase price is paid to the Estate of the deceased Limited Partner, the General Partner shall contribute the deceased Limited Partner's share of any contribution required to be made to the Partnership under the provisions of this Agreement; provided, however, that the amount of any payment made by the General Partner during the period between the date of the deceased Limited Partner's death and the date of the appraisers' report shall be deducted from the amount of the purchase price to be paid to the Estate of the deceased Limited Partner. The purchase price shall be evidenced by a negotiable promissory note in the principal amount equal to the purchase price of the deceased Limited Partner's interest at the rate as computed herein, providing for interest at the rate of six percent (6%) per annum, payable in three (3) equal annual installments, and containing acceleration and other customary clauses. The note shall bear.interest from the date of death of the Limited Partner with the first principal and accrued interest payment being due and payable one (1) year after the Effective Date. The General Partner shall have the right to prepay any and all installments of the note at any time with no premium or penalty. Upon delivery of the note and the assumption by the General Partner of all liability of the deceased Limited Partner for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership, the Estate of the deceased Limited Partner shall have no further interest in the Partnership or in its business or assets, and the executor or other legal representative of the Estate of the deceased Limited Partner shall execute and deliver any deeds, conveyances and other instruments that may be reasonably necessary to evidence and render fully effective the transfer of the interest of the deceased Limited Partner in the Partnership and its business and assets. The interest of the deceased Limited Partners shall be acquired by.._the General Partner who shall become Limited Partners to the extent of the interest. (3) The deceased Limited Partner's heirs or legatees shall provide written notice to the General Partner, within thirty (30) days after the Effective Date as to which option under Paragraph 11.03 (1) or 11.03 (2) they select for the disposition of the deceased Limited Partner's interest. Absent written notice as required herein, the General Partner shall have the right to select the method of disposition of the deceased Limited Partner's interest as set forth in Paragraph 11.03 (1) or 11.03 (2) of this Agreement. The Effective Date for purposes of this Agreement shall be the later of January 17, 1995 or the date of death of a Limited Partner. 12 ARTICLE XII Termination of the Partnership 12.01 Termination Upon Withdrawal, Bankruptcy, Insolvency, Dissolution. Death or Incapacity of _General Partner. The General Partner, effective as of the last day of any calendar year of the Partnership, may voluntarily withdraw from the Partnership as General Partner. A withdrawal shall have the effect of terminating the Partnership as of the close of business on that last day. The bankruptcy, insolvency, dissolution, death, incapacity, or resignation of one General Partner (if there shall at the time of such event then be more than one General Partner) shall not have the effect of terminating the Partnership and the other General Partner shall continue to serve as the General Partner. Upon bankruptcy, insolvency, dissolution, death, incapacity, or resignation of both of the General Partner(s), the holders of two-thirds (2/3) of the Limited Partnership Units, in interest, not in number, then outstanding, at a special meeting called for that purpose, may elect to continue the Partnership business and name a new General Partner, in which event the Partnership Units owned by the former General Partner(s) are to be purchased by the new General Partner with the purchase price to be computed as set forth herein. The purchase price for the General Partner's interest in the Partnership shall be the General Partner's proportionate interest in the fair market value of the Partnership Property, determined hereinafter provided, together with the assumption of all liability for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership or the Partnership Property. Within ten (10) days after the election of a new General Partner, the Limited Partners shall name an appraiser and the former General Partner and/or his, her or its legal representative shall name an appraiser. If either party fails to name an appraiser within the specified time, the other party may select the second appraiser. The two appraisers so selected shall proceed promptly to determine the fair market value of the Partnership Property, taking into consideration any outstanding indebtedness, liabilities, liens and obligations relating to the Partnership Property. The determination of the fair market value of the Partnership Property by the two appraisers selected shall be final and binding on all parties. If the two appraisers are unable to agree on the fair market value of the Partnership Property, the two appraisers shall select a third appraiser whose determination as to fair market value shall be final and binding on all parties. The appraisers shall deliver a written report of their appraisal or the appraisal of the third appraiser, as the case may be, to the Limited Partners and the former General Partner and/or his, her or its legal representative. Each party shall pay the fee and expenses of the respective appraiser selected by that party. If a third appraiser is 13 appointed, the fee and expenses of. the third appraiser shall be borne one-half (1/2) by the Limited Partners and one-half (1/2) by the former General Partner and/ or his, her or its legal representative. During the period between the date of election of the new General Partner and the date that the purchase price is paid by the new General Partner to the former General Partner and/or his, her or its legal representative, any contributions required to be made on behalf of the former General Partner shall be made to the Partnership under the provisions of this Agreement; provided, however, that the amount of any payment so made between the date of election of the new General Partner and the date of the appraiser's report shall be deducted from the amount of the purchase price to be paid to the former General Partner and/or his, her or its legal representative. The purchase price shall be evidenced by a negotiable promissory note in the principal amount equal to the purchase price as computed herein, providing for interest at the rate of six percent (6%) per annum, payable in three (3) equal annual installments, and containing acceleration and other customary clauses. The note shall bear interest from the date of election of the new General Partner with the first principal and accrued interest payment being due and payable six (6) months after the date of election. The new General Partner shall have the right to prepay any and all installments of the note at any time with no premium or penalty. Upon delivery of the note and assumption by the new General Partner of all liability of the former General Partner for any outstanding indebtedness, liabilities, liens and obligations relating to the Partnership, the former General Partner and/or his, her or its legal representative shall have no further interest in the partnership or in its business or assets, and the former General Partner and/or his, her or -its legal representative shall execute and deliver any deeds, conveyances, and other Instruments that may be reasonably necessary to evidence and render fully effective the transfer of the interest of the former General Partner in the Partnership and its business and assets. The interest of the former General Partner shall be acquired by the new General Partner who shall become General Partner to the extent of the interest. 12.02 Voluntary Termination -- Effect of Death or Incapacity of Limited Partner. The Partnership may be terminated upon any date specified in a notice of termination, signed by the General Partners and the holders of two-thirds (2/3) of the Limited Partnership Unitsin interest, not in number. The death or incapacity of a Limited Partner shall have no effect on the life of the Partnership, which shall continue. 12.03 Effect of a Termination on the Partnership. Upon the termination of the Partnership, regardless of how it is terminated, the affairs of the Partnership shall be wound up by the General Partner. If for any reason there is no General Partner, or if they .refuse to serve, or are incapable of serving, the holders of a majority of the Limited Partnership Units, in 14 interest, not in number, may appoint or designate a Trustee -in - Liquidation who shall serve to wind up the affairs of the Partnership. The Trustee -in -Liquidation need not be a commercial corporate trustee, need not be bonded, and may be a Limited Partner. Whoever serves to wind up the affairs of the Partnership, the following procedure shall be followed: Upon termination, the assets of the Partnership shall be applied first to payment of the outstanding Partnership liabilities. An appropriate reserve may be maintained in an amount determined by the General Partner or Trustee -in -Liquidation for any contingent liability until the contingent liability is satisfied. The balance of the reserve, if any, shall be distributed, together with any other sum remaining after payment of the outstanding Partnership liabilities, to the Partners in the following order of priority: (1) To the Limited Partners share of profits. (2) To the Limited Partners capital accounts. (3) in respect of their in respect of their To the General Partner in respect of compensation, then profits, then capital. Nothing contained in this Agreement shall defeat the right of either a Limited or a General Partner to require and to have a court -supervised winding -up, liquidation, and dissolution of the Partnership. No Partner shall be entitled to demand a distribution be made in Partnership Property. However, the General Partner may make or direct property distributions to be made, using the property's fair market value as of the time of distribution as the basis for making the distribution. ARTICLE XIII Miscellaneous Provisions 13.01 . Amendment. This Agreement may be amended or modified by the Partners from time to time, but only by a written instrument executed by the General Partner, by all of the Initial Limited Partners, and by the holders of two-thirds (2/3) of the Limited Partnership Units, in interest, not in number. 13.02 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage. prepaid, registered or certified mail, return receipt requested, or by hand delivery, or overnight express delivery, addressed to 15 the parties at the respective addresses set forth in Exhibit A or at such other addresses as may have been previously specified. by written notice delivered in accordance with this Paragraph. 13.03 Meetings. Meetings of the Partners shall be held not leas than fifteen (15) days nor more than thirty (30) days after receipt of written notice from the General Partner. .The General Partner shall give notice of a meeting of the Partners at any time on their own choosing or within five (5) days after they shall receive written demand for a meeting from the holders of two- thirds (2/3) of the Limited Partnership Units, in interest, not in number. 13.04 Applicable Law. This Agreement shall be construed under and in accordance with the laws of the State of Florida and all obligations of the parties created under this Agreement are performable in Dade County, Florida. 13.05 Other Instruments. The parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the Partnership created by this Agreement. 13.06 Headings. The headings used in this Agreement are used for administrative purposes only and do not constitute substantive matters to be considered in construing the terms of this Agreement. 13.07 Parties Bound,. This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Agreement. 13.08 Leva Construction. If any one or more of the provisions contained in this Partnership Agreement for any reason are held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not effect any other provision of this Agreement. This Partnership Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. 13.09 Enforcement. In the event any party shall incur legal expenses to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such legal expenses including without limitation, reasonable attorneys' fees, costs and necessary disbursements, at the trial and appellate levels, in addition to any other relief to which such party shall be entitled. 13.10 Counterparts. This Agreement may be executed in any number of counterparts and each counterpart shall for purposes be deemed to be an original. 16 IN WITNESS WHEREOF, each party has executed this Agreement or a counterpart of it as of the date first above written. General Partner - Indian River Investment Communities, Inc. a Florida Co .oration. Ted H. Weitzea Limited Partners: P William Sawyer BerniceSawYe Bernice S. Watson 17 J'AN 22-' 9 - b.Z3? 1 IN WITNESS WHEREOF, each party has executed this Agreement or a counterpart of it as of tho date first above written. General partner Indian River Investment Communities, Inc. a Florida Corporation. �yt Limited Partners: president William Sawyer Bernice Sawyer L0�7' Bernice S. Waten 11 AFFIDAVIT OF CAPITAL CONTRIBUTIONS The undersigned, who is the only General Partner of Sawyer's Walk, Ltd., declare that the capital contributions of all the Limited Partners in the Partnership are as follows: 1.• The Limited Partners have made capital contributions in the following amounts: Name of Limited Partner William Sawyer 201 NW 7 Street .Unit 404 Miami, FL 33136 Bernice Sawyer 201 NW 7 Street Unit 404 Miami, FL 33136 Bernice S. Watson 5400 Murdock Court Virginia Beach, VA 23464 Amount of Contribution % of Partnershi Units $33,333.33 (2%) $33,333.33 (2%) $33,333.33 (2%) Indian River Investment Development and Start - Communities, Inc, and William Sawyer Up Services (92%) 2. It is anticipated that the Limited Partners listed above will make no future capital contributions to the Limited Partnership. January 17, 1991 State of Florida ) County of Dade ) The foregoing instrument was acknowledged before me this 17day of January , 1991 by Ted H. Weitzel Indian River Investment Co unities, Inc.General , as President of Sawyers Walk, Ltd., a Florida Lignite. partner hip ral Partner of Miami, Florida -Indian River Investment Communities, Inc., a Florida Corpration, as General P . tner My Ca mission Expires: Notary Public, Stale of Florida 7ly Commission Expires Oct. 6, 1992 ettze otary Publi Pre ident AFFIDAVIT OF CAPITAL CONTRIBUTIONS The undersigned, who is the only General Partner of Sawyer's Walk, Ltd., declare that the capital contributions of all the Limited Partners in the Partnership are as follows: 1, The Limited Partners have made capital contributions in the following - amounts: Name of Limited Partner Amount of Contribution/ % of Partnership Units William Sawyer 201 NW 7th Street Unit 404 Miami, FL 33136 Bernice Sawyer 201 NW 7th Street Unit 404 Miami, Fl. 33136 Bernice S. Watson 5400 Murdock Court Virginia Beach, VA 23464 Indian River Investment Communities, Inc. and William Sawyer $ 5,000 (2%) $ 5,000 (2%) $ 5,000 (2%) Development and Start-up Services (92%) Cr) b :o c-3 7Q ;-.•r = raD 2. It is anticipated that the Limited Partners listed above will make no future capital contributions to the Limited Partnership. March 24, 1997 Miami, Florida Indian River Investment Communities, Inc., a Florida Corporation, as General Partner 'B ed H. Weitzel7resiclent and Registered Agent State of Florida ) County of Dade ) The foregoing instrument was acknowledged before me this 24 day of Mrs, 1997 by Ted H. Weitzel, as President of Indian River Investment Communities, Inc., as General. Partner of Sawyer's Walk, Ltd., a Florida Limited Partnership. My Commission Expires: Notary Public HORACE C. OAWB MY OOMMIS$ION I CC 4 2030 landed Div Noln Rt. Undinwrers n f Q C1� cn STATE OF FLORIDA COUNTY OF DADE BEFORE ME, the undersigned authority, personally appeared TED H. WEIT7FT r, to me known to be the person described in and who acknowledged before me that he consented to the appointment as Registered Resident Agent of Sawyer's .Walk, Ltd to accept service of process within the State. MY COMMISSION E NOTARY PUBLIC 1 0 2004 LIMITED PARTNERSHIP ANNUAL REPORT Ws Iy May 14 R0OA DOCUMENT #A97000000734 1. Pa4r 114144 SAWYERS WALK, LTO. S_ , :.. 0 Pmep4 M.ra•51L Lamm 3134.41.4.10444 269 NORTHWEST 7TH STREET 269 N09110/ ST 7TH STREET IYAIII FL 33136 MINA FL 33136 yq� y■ rRrp'I t PrompilNan a6wnwa A iUl N ��7. 7th Street 111111IIUllllihr r® 9499. 4944, e10. ,.7. 4u.,'444113. 02962004 Chg.LP 0125030I1Q' Get •.. Cip 461aM Miami, Fl. 4 FEI I49I100 66.07assge -AW>tl.d far AAa1e.a1. 1w Caw,, 41 3313fi 33`A _km ILCan..lNea9lNWSousa 0 �e•7 Rupipw4r S. Hum IM Ade1M. N C40401 Rgyln.d A4443 T. Wpm mulAd5445. M Nn. 14e141441 A4w11 WISITZEL, Teo 14 INDLW INV ESTMENT VESTMENT COMMUNITIES, INC. 260 NORTHWEST Till STREET MIAMI. FL 33138 4m.. ,�3p�vy� p�. WCU-4 IY�P W�"terstfliat""l 8401 ��yyNd.. .. Miami FL A133136 A 114 NW 515451.11014 al.rra SgMrIRE h aaw11N114044 ihlWr Jl.344 w 44,.e.14,41A ... I.r,.1NW Nr .46Y1a1 , d, 0. 3. 4Faa. 1a. Moil/ l/ ,.al. era 039071 a9N Ted H. Weitzel 4-19-04 ♦ C.c.a Ca rcu iw 1 la a CarnddaN 44 W1aaw, n..5N4 5161000.00 7114.071104 am. A WORM. PARTNER THAT I6 A 5U5IIIIEE WITITY Mil/T 6E RIMISTIMO AND ACTIVE wwrTN TNIE 0$0100, HOTS arlyy Pennant NAY NOT W ini On Ito late: an .1*1*4awn;MN 6e Rhea 3o change a gUUA/al pNMI. 12. OE96IAL PARTNER INFailkin N 713. AOp1EIS C101043E9 ONLY 033111134. A44 irItr.NIN+ tm-il-Iv P6 E00014392 EYONANRIVEN INVESTMENT COMMUNITIES. INC. 949 N0R1PMEST 7711 STREET mime,FL 33139 51111111444.1 11n-:r If 201 N. W. 7th Stxeet 8401 Miami, F1. 33136 00414 44. nyrt 31INr4NNIs :m•I1•4 IIMTA0aW3 0n 411 W11L 31e11.093F0 C1n.31.lr 3I61.1m.R4 MP-31re 33C44311 Mg 5114114111553 LMA 14 car•Ir-14 DIVER I Mil 41411544115 1111.11,111 •.. 31111444045 514 11.1P 5445441 Weal 3rwi+a3IN3 1:4•31•41 -. 51141541W . Lill' a1 it 11. 1141N3r c1111r rW r1. In .��a.449 WI wr�a w SIGNATURE: 1Yppl40 NNI IIW IWq W M f1a1 y1 ulY 10f 1rp nacE.1 4411L.1ry 1a ''.1yyr 0114 nw11 4414.4 poii .rylrla or ww I.1141 Wed mW.Y1141.L.++i.. 1 11.1 L auw n 3.c1an 119.OTI�JfI1y. Frr1da 9u1LW.1 Iw1N araLy dw 1M YLIa1.1,N. wlr y1W N.II1w�11 il.l nw11 uw4 WIre NN 1 N1L a GI1MIr Pwir d 41.h1.A A.01Y1N11c a .HOMO 5u.a.. ` Ted H. Weitzel 4-19-04 305-377-2509 POINCIANA VILLAGE OF MIAMI, LTD. 269 N.W. 7TH STREET MIAMI, FLORIDA 33136 (305) 350.13030 Fay Lo[he order or Florida Department of State • Sawyer's Walk, I, rorlA97000000734 One Hundred Ninety Three & 75/00- WACHOVIA BANK, N.A. ACH RR 907000439 `Ia:L0RIDA 33100 • 3646 63499/670 Date May 12, 2004 $].93.75 Dollars ........ 000003646v 4067006432426921056464520 'a 4F' 1NDXAN imxvnyt 1N islaw anw commuirrxwmmele xtic We, the undersigned, hereby make, subscribe and acknowledge this Certificate of Incorporation for the purpose of becoming a corporation under the laws of the State of Florida. 1. The name of the corporation shall be: INDIAN RIVER INVESTMENT COMMUNITIES, INC. d its existence shall be perpetual. 2. The general nature of the business to be transacted shall be real estate development and to transact any lawful business for which corporations may be incorporated under the laws of the State of Florida an d to have all otfierowers provided by the laws of the State of Florida. 3. The capital stock of the corporation shall consist of 100 shares of $1..00 Dollar par value. 4. The principal office of the Corporation shall be: 269 N. W. 7th Street, Miami, Florida, 33136 5. The number of the directors shall be at least one (1) and. the name and post office address of the first Board of Directors and Officers are: NAME Ted H. Weitzel Horace C. Dgivis Randall J. Weitzel John C. Harrison, Jr. OFFICE Director Director. Director Director POST. OFFICE ADDRESS 269 N. W. 7th Street Miami, Florida 33136 Same Same Same • rn 6. The Corporation designates Ted H. Weitzel 269 N.W. 7th Street, Miami Florida 33136, as its Resident Agent, to accept service of process within this State, IN WITNESS WHEREOF, the undersigned hereby subscribed to this Certificate of Incorporation at Miami, Dade County, Florida, this 19th day of December, 1990. Ted H. Weitzel CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED In pursuance of Chapter 48.091, Florida Statues, the following is submitted, in compliance with said Act. First that INDIAN RIVER INVESTMENTS COMMUNITIES, INC., desiring to organize under the laws of the State of Florida with its principal offices -as indicated in the Certificate of Incorporation at 269 N.W. 7th Street, County of Dade, State of Florida, has named Ted H. Weitzel located at 269 N.W. 7th Street, Miami, Florida, 33136, as Registered Resident Agent to accept Service of Process within this State. Having been named to accept Service of Process for the above stated corporation at the place designated in this Certificate, I hereby accept to act in this capacity and agree to comply with the provisions of said Act relative to keeping open said office, Ted H. Weitzel STATE OF FLORIDA COUNTY OF DADE BEFORE ME, the undersigned authority, personally appeared TED H WEITZEL, sole subscriber, to me known to be the person described in and who executed the foregoing Certificate of incorporation, who acknowledged before me that he subscribed thereto and did so for the purpose and uses therein mentioned and that TED H. WEITZEL consented to the appointment as Registered Resident Agent of the corporation to accept. service of process within the State. MY COMMISSION EXPIRES: HORACE C. DAM 1.: MY COMMISSION A CC 402699 EXPIRES: October Z0.1099 Bonded TAru Notary Pu101c UndowIten ..•VE 1••• .1I NOTARY PUBLIC rn phi �e r 3 rip (r/A-e- —0 Ls3 1C1 am 2004 FOR PROFIT CORPORATION ANNUAL REPORT (AR) i UUC:UMNT # P97oo0014392 1. E.-Cy Name INDIAN RIVER INVESTMENT COMMUNITIES, INC. ,r.,-•4s,,{, " 'ti, , - ' 74 �'t ifS-J Pnnc,pe, Race or Bushes$ 14440g Adman 269 NW 7TH STREET 269 NW 7TH STREET MIAMI FL 33196 MIAMI FL 33136 2. Fr .tapai Pace of Baseless 3. 0.14iiing laulras 201 tri 7til St•Mot 11110111111111 111 UIIIIi! II. 11 .:. : ,. ate C Soria ipl a etc #401 MOORS CR2E034 (11/03) h S acme idly s Scte 4. FE1 Na Roomer 65-0735596 ApWlea far '-P Ca mry Miami, Fl . Nat App etit:4e 3ii36 CLae". LISA 5. Cant caioof Statusoesirea 0 H5 Add. itionai 6. Rama and Address of Curran Ragretared anici Agent 7. Name and Address of New Repivarrd Agent WEITZEL, TED H Rama 201 NW 7TH STREET 401 Seem Address (P.O. Boer Number is Nat Accepreblel MIAMI FL 33136 Ili FL zipC00e a. Tm1 aeaoa names anuty sumrsts Inca statement Hu Ina pwpysa 01 cnlrrl.Je iU ea initntcruy „pica w Iagls(Llea sum. et both. In the Siam of Fwri0a. I am1anwrar Ina ucagatwns of regts1araa agent. 81GreATuRZ wan, and accepi iynaaaa a aea::+wa nand a r.y„w.a aµ.[ s .,. 4., a,w....fr„ ...-. - - ...art r..,+,,...,„..w,....•+n✓.amaw. ,«w1a,M1. cure FILE NOWIII FEE IS $150.00 Auer May 1, 2004 Fee will be F550.00 Make Check Payable la Florida Department of State - 9. Erection Campaign Financing $5.00 Mayas Tom Funs Canulbulaln. 0 Added to Fees 10. OFFICERS AND DIRECTORS 11. ADOITIONSICHANQES TO OFFICERS AND DIRECTORS -IN 11 R1tE 'il.14E s1sE:T Ess :an-11-Y Pa 0 Dtlaa WEITZEL, TED H 201 NW 7TH STREET #401 MIAMI FL 33136 TIk mkt WW1 Anevss CI11-St•7w 0 Cha198 0 46611011 tins IWIE srsEEr-was C.n•Sr-Ze SD ❑ Orme DAVIS, HORACE C 13234 NW 13TH STREET PEMBROKE PINES FL 33028 IOU 1 Alli gall maim ralr•br•mv ❑ Crop' 0 Ads,ilsrl TAU rbule STMigl,... Cin•ST-29 0 ❑ 0d0a WEITZEL, RANDALL J 201 NW 7TH STREET 401 MIAMI FL 33136 mu LIME STMEEIASOSE3S ei l•sf•0P 0 Clung Tote rUE1 ilEZIAZifiSS n:r•s;.;.r 0 0 0alsla HARRISON, JOHN C JRNM 1000 NW 54TH STREET MIAMI FL 33127 11f1k iTIaEIAOIXC35 sr-tr A4dd10i1 247 Minorca Avenue Cbx.�l Gables, a� SIFFE'E .r:OR5S Ca-:1 F] 0riae n� E tnta 5101 Aap111SS CM 5l.2P Fl. 33134 0Cem 0 Aenilwn SMEET ii• ii15 • it-:� ❑ Iklad 1111t rruu Vita 4601eS Cd1 it ,p 0 Chew 0 im Minim .- - 12. I nansoy ..sydry that tic Iniarmail0n ,battles an iris moon at suppl al ire Carpoi altar IX Ina receive f erlangeo. or on an suaenmant in SIGNATURE; •la"Aluas uppluld w,lh 1ro3 hlln0 00d0I1ul 4uallly.lor ins e ' plwrr slaved xi Sactlon 119 071310). Hara7a Statutes. I Iunhle( celdy ma1111a miarrlation nua1 span i$ eue sn,lo;cutate any mat my „gp is shall nave time tarn, layat atlaer as d mania under oath: That l 0rn an officer or Ammer trusted enlpowai rr l to ewcute Ilub kr.p.,11 da rid I y ur Cru4ptoi till!. Howls Sullulff5. ails mat my nano appears eel Sleek 10 of Saes 1 1 if an a leSs. W,in 311 tidal bke anlpawalk:i , ,//'—\. d H. Weitzel 4-19-04 305-377-2509 MP TY Na OR PROMO NAYaoi seas LI D.at oa,rna awra ti POINCIANA VILLAGE OF MIAMI, LTD. 249 N.W. 7TH STREET MIAMI, FLORIDA 33136 t305I 35a-8030 Y.11 c,:::rr ... ...- Florida Dept. of State .9 Hundred Fifty & 001100 • 3633 *F. 6 53-643/9i0 Idle..- A2r1.119, 200.4 - 150.00 WACHOVIA BANK, N.A. M;H A T WTOOd477 iem Indian River Invesatment !'.• 97aoa0�.439z._._ _. __. Cot tnities,znC, u10000363l,r 4Cf{;7flflEt .3ai e.o 31fir I a r„.. EXHIBIT X SAWYER'S WALK, LTD. PARTNERS General Partner: Indian River Investment Communities, Inc. Limited Partners: # 1564509 v24 2% Shareholders: Ted H. Weitzel 25% Horace C. Davis 25% John C. Harrison 25% Randall J. Weitzel 25% William Sawyer 2% Bernice Sawyer 2% Bernice S. Watson 2% Indian River Investment 92% Communities, Inc. and William Sawyer 55 EXHIBIT Y NEW SAWYER'S WALK PARTNERS Crosswinds at Poinciana, LLC 95% Indian River Investment Communities, Inc. 5% # 2574818_v1 EXHIBIT Z AMENDED AND RESTATED PARTNERSHIP AGREEMENT FOR SAYWER'S WALK LTD. To be provided within 30 days of the Effective Date of the Settlement Agreement. # 2574813 v1