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HomeMy WebLinkAboutL Project Description• • o SAWYER'S WALK Major Use Special Permit Project Description Zoning Ordinance 11000 , Section 1304.2.1 Application forms; supplementary materials (a) Statements of ownership and control of the proposed development or activity. The Disclosure of Ownership Affidavit is provided in Tab B. (b) Statement describing in detail the character and intended use of the development or activity. Crosswinds Communities, Inc., one of America's leading independent builders and developers, has acquired controlling interest in Sawyer's Walk Limited and Poinciana Village Limited previously selected by the City of Miami to develop three and a half blocks on currently vacant land bounded by N.W. 6th Street, N.W. 8tn Street, N.W. 1st Court, and N.W. 3rd Avenue. Crosswinds' initiative will result in a settlement of the longstanding lawsuits between the City of Miami and Sawyer's Walk Limited. Proposed public incentives for this project include the lease/sale of the property at a fair market value, based on the proposed development plan and the allocation to the project of Tax Increment Funds generated exclusively from this development through 2013 for parking and infrastructure improvements. On January 27, 2005, the Miami City Commission and the Southeast Overtown Parkwest approved the settlement agreement for the development of the project (attached hereto as Exhibit A). The Sawyer's Walk Village Project entails the construction of approximately 1050 residential units for home ownership and 75,000 square feet of commercial space (approximately 1.4 million square feet of development). The proposed 1,050 residential units will be comprise of a mixture of housing types, including live/work townhomes and midrise structures (twelve Page 1 • • to fourteen stories). The development will include a mixture of studio and one and two bedroom units and will have an array of amenities, including structured parking, swimming pools, and recreational areas. The project's overall focus will be on creating homeownership housing opportunities for individuals and families whose respective incomes will range from $40,000 to $95,000. The anticipated initial price of these units (Exclusive of live/work townhomes) will range from $165,000 to $325,000. Sale price of the units will be adjusted during the anticipated four-year development program to reflect changes in market conditions, construction, and labor costs. Twenty percent (20%) of the units will be set aside as affordable housing restricted to families and individuals whose respective incomes range from 80% to 120% of Miami - Dade County median family income (in the range of $44,700 - $67,800 for a family of four). These units will be reasonable interspersed throughout the overall project and be reflective of the unit mix of the project. The developer will be restricted to a maximum selling price for these units regardless of the availability of mortgage assistance through publicly sponsored programs and restrictive covenants will be places on units not sold to existing or former Overtown residents for ten (10) years); these restrictions will limit the resale and purchaser income to ensure that these unit remain affordable. The anticipates selling prince of these units will generally be in the $165,000 - $265,000 range. Sawyers Walk is located in Miami's downtown urban core, directly northwest of Miami -Dade County Government Center and west of the Arena Metrorail station. The Property presents a tremendous opportunity to bring new as well as neighborhood serving retail uses primarily addressed towards working and mid to lower income segments of the community. The property's proximity to the City's Central Business District, the state and federal courthouse buildings, Miami -Dade Government Center, the Overtown post office and Miami Arena provides an excellent opportunity to create a "walk to work" environment. Sawyer's Walk will provide the residential density that is missing from this part of the downtown area and which the City of Miami has been Page 2 • • attempting for years to encourage through the Southeast Overtown/Park West Redevelopment Plan. The property is zoned a combination of SD 16 and SD 16.1, the Southeast Overtown-Park West Commercial -Residential Districts. These districts are intended to encourage residential development with direct access to shopping, recreation, transportation and employment. The districts also promote multi -family development in combination with supporting office and or retail and service uses. Sawyer's Walk is consistent with this intent as it will provide a total of 889 two - bedroom units, 63 one -bedroom units, 24 flats, 74 live/work units, and 75,000 square feet of retail space. All four of the proposed buildings will be developed along NW 7th Street, also know as Sawyer's Walk. This Walk is the principle pedestrian corridor that links the project to the Overtown Metrorail station. Sawyer's Walk will be lined with a combination of ground floor retail shops and town homes. A larger retail box is reserved for the intersection of NW 6th Street and NW 3rd Avenue, which can accommodate a grocer or other large retail activity. To the east of the project are the Park West Entertainment District, and the Omni Media and Entertainment Districts, which is the home of the Performing Arts Center, as well as a myriad of burgeoning nightclubs, restaurants, and new residential development. Sawyer's Walk will bring new, moderately prices new housing, as well as affordable housing within a close proximity to these downtown attractions. (c) General location map, showing relation of the site or activity for which special permit is sought to major streets, schools, existing utilities, shopping areas, important physical features in and adjoining the project or activity and the like. The following exhibits are included with the Major Use Special Permit Application: (1) Aerial: Aerial Photograph of the surrounding area indicating the project site (A-2). (2) Area Context Map/Site Aerial: Map of the project area indicating buildings that surround the site (A-4) Page 3 o o • (3) Location Map (A-3). (d) A site plan containing the title of the project and the names of the project planner and developer, date, and north arrow, and based on an exact survey of the property drawn to a scale of sufficient size to show. The project developer is Crosswinds Communities; The architect is Behar Font; The project's engineers are VSN. The general information requested is shown under Tab K and Q. (0) Boundaries of the project, any existing streets, buildings, watercourses, easements, and section lines. The boundaries and the location of existing streets and easements are shown on the Boundary Survey located under Tab Q. (2) Exact location of all buildings and structures. (3) The exact location of all existing buildings is shown on the Boundary Survey under Tab Q. Access and traffic flow and how vehicular traffic will be separated from pedestrian and other types of traffic. The specific description of site access and traffic flow is provided in the Traffic Impact Analysis located under Tab N. The project will have access from both 6th Street and NW 8th Street. Sawyer's Walk will provide a pedestrian promenade that will keep pedestrian traffic separate from vehicular traffic. (4) Off street parking and off street loading areas. The off street parking and off street loading areas are shown on the site plans located under Tab Q. The parking structures will contain 960 spaces to provide adequate parking for the office, residential and retail uses. Page 4 • • (f) • (5) Recreational facilities locations. The facilities are for the use of the residents and are shown under Tab Q. (6) Screens and buffers. All screens and buffers are shown under Tab Q. (7) Refuse collection areas. (8) These facilities are shown under Tab Q. The waste collection area is entirely enclosed and located within the service area of the building. These areas will not be visible from any of the adjacent streets. Access to utilities and points of utilities hookups. Access and connections to site utilities are discussed in the Site Utility Study, located under Tab Q. (e) Tabulations of total gross acreage in the project and the percentages thereof proposed to de devoted to: (1) The various permitted uses. Complete tabulation is shown on the site plan included under Tab Q. (2) Ground coverage by structures. Complete tabulation is shown on the site plan included under Tab Q. Tabulation showing the following: (1) The derivation of numbers of off street parking and off street loading spaces shown in (d) above. Complete tabulation is shown on the site plan included under Tab Q. (2) Total project density in dwelling units per acre. Page 5 • • • (g) The project's total density is approximately 109 units per acre, for a total of 1050 units (where 150 units per acre are permitted under the existing land use designation). If common facilities (such as recreation areas of structures, private streets, common open space, etc.) are to be provided for the development, statements as to how such common facilities are to be provided and permanently maintained. All common facilities will be maintained and controlled by a condominium association. (h) Storm drainage and sanitary sewerage plans. (i) Storm drainage, water distribution, wastewater, and solid waste generation provisions are discussed in the Site Utility Study located under Tab O. Architectural definitions for buildings in the development; exact number of dwelling unit, sizes, and types, together with typical floor plans of each type. Detailed information and breakdown of square footage of all uses are found under Project Description included under Tab Q. Typical floor plans for the residential units, as well as all elevations and sections are also located under Tab Q. (j) Plans for signs, if any. N/A. (k) Landscaping plan, including types, sizes, and locations of vegetation and decorative shrubbery, and showing provisions for irrigation and future maintenance. The proposed landscaping plans are found under Tab Q. Landscaping will be maintained by the homeowner association. (I) Plans for recreation facilities, if any, including location and general description of building for such use. Page 6 • o o (m) The recreation facilities are shown under Tab Q. Each building will contain its own recreational amenities including a gym and a pool. Such additional data, maps, plans, or statements as may be required for the particular use or activity involved. The details of the spaces and calculations used to compute the Floor Area Ratio (FAR) are shown on the FAR plans under Tab Q. Generally, the floor area is as follows: Total FAR Allowed 2,061,678 SF FAR Calculations Base FAR (4.25 x 172,761 SF) SF 20A% PUD (20% x Base FAR) SF Affordable housing 1.0 x GLA SF Retail bonus (30,007 SF x 3.0) SF Total Proposed FAR 1,143,681 SF (n) Such additional data as the Applicant may believe is pertinent to the proper consideration of the site and development plan. N/A. 2. Section 1702.2.1 General Report (1) Property ownership or ownership and beneficial interest within the boundaries of the area proposed for Major Use Special Permit. Statement of Ownership and beneficial interest within the boundaries of the area proposed for Major Use Special Permit is provided in Tab B. (2) The nature of the unified interest or control. The nature of unified interest or control is indicated in Tab B. (3) Survey of the proposed area showing property lines and ownership. Page 7 • • A copy of the survey of the entire property and the lots to be rezoned are included under Tab Q. (4) Map of existing features, including streets, alleys, easements, utilities' lines, existing land use, general topography and physical features. (5) The existing site features and utility lines are shown in the survey of the property located under Tab Q. The site features and the utilities are also described in the Site Utility Study, located under Tab Q. Materials to demonstrate the relationship of the elements listed in (4) proceeding to surrounding area characteristics. The drawings submitted with this Application are located under Tab Q. (6) Existing zoning and adopted comprehensive plan designations for the area on and around the lands proposed for Major Use Special Permit. The property is currently designated High Density Multi -family Residential. The property is zoned SE 16 and SD 16.1. The Zoning Atlas map for the area in which the property is located is found in Tab F, and indicates the existing and surrounding zoning. 3. Section 1702.2.2 Major Use Special Permit Design and Development Plan. (a) Relationships of the concept plan to surrounding, existing and proposed future uses, activities, systems, and facilities (transportation, recreation, view corridors, pedestrian systems, service systems, and similar uses). Section 1 (b) under Tab L contains a written narrative of this project outlining proposed uses, activities and architectural character. The traffic report in Tab N also contains descriptions of the project's relationship to traffic, pedestrian movements, and transportation access. Elevations and sections showing the proposed materials, vertical profile and height, and orientation to street are included in the Drawings Page 8 • • submittec with this Application. The Drawings submitted are found under Tab Q. (b) Existing zoning and adopted comprehensive plan principles and designations. The property is currently designated High Density Multi -family Residential. The property is zoned SD 16 and SD 16.1. The Zoning Atlas map for the area in which the property is located is found in Tab F, and indicates the existing and surrounding zoning. The project is consistent with both the land use and zoning designations. 4. Section 1702.2.3 Developmental Impact Study (a) A traffic analysis shall be submitted for an area within approximately 1/4-mile of the site, or an area including the major intersections to be impacted by the site, whichever is larger. The Traffic Impact estimates are included under Tab N of the Supporting Documents. The transportation engineer's conclusion is That the traffic generated will not degrade the existing level of service. (b) Economic impact data shall be provided, including estimates for construction costs, construction employment and permanent employment and shall demonstrate that the proposed development is favorable to the economy, public services, environment and housing supply of the City. The Economic Impact Study is included under Tab P of the Supporting Documents. The study describes the impact of the development on the economy, public services, etc. (c) A description of proposed energy conservation measures to be employed. Landscape lighting will be controlled by photo cell switches. (d) Historic Buildings. There are no historic structures on the property. Page 9 • • o (e) Environmental Zone. N/A. Page 10 Exhibit A • i' • OR' VA SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the "Agreement") is made as of the 27th day of January, 2005, by and between SAWYER'S WALK LTD., a Florida limited partnership ("Sawyer's Walk"); POINCIANA VILLAGE OF MIAMI, LTD, a Flonda limited partnership ("Poinciana"); SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT A.GENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"); and the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"): RECITALS: A. In the 1980's the Southeast Overtown/Park West Projee';t area was designated as a community redevelopment area (the "CRA Redevelopment Area") by Miami -Dade County, a political subdivision of the State =of Florida (the "County"). A. redevelopment plan was approved by the Commissioners of the City of Miami and the Commissioners of Miami -Dade County with certain redevelopment authority granted by the County to the City for project implementation. The City invited interested parties to submit proposals for the development of residential and commercial structures on properties in the vicinity of the Overtown Transit Station in a portion of the CRA Redevelopment Area. B. In response to requests for proposals issued by the City, Indian River Investments of Miami, Inc., a Florida corporation ("Indian Rive"), acting in the capacity of general partner on behalf of Poinciana, was selected as the "developer" with respect to the development of that certain real {` property described on Exhibit "A" attached hereto and made a part hereof (the "Poinciana Village Project"). Indian River, as general partner on behalf of Poinciana and the City entered into that Southeast Overtown/park West Lease and Development Agreement dated June 15, 1988 (the "Original Lease"), as amended by Amendment No. 1 dated February 17, 1989 ("Amendment; No. 1"), as amended by Amendment No. 2 dated July 13, 1989 ("Amendment No. 2"), as amended by Amendment No. 3 dated January 11, 1990 ("Amendment No. 3"). C. In 1990, the City issued a request for proposals Ifor the development of Blocks 45, 55, and 56 in the CRA Redevelopment Are , which real property is more particularly described on Exhibit "S" attached hereto and made a part hereof (the "Sawyer's Walk Project"). Sawyer's Walk's proposal dated January 18, 1991, was the sole response to the request for proposals issued by the City with respect to the Sawyer's Walk Project and, by''' City of Miami Resolution No. 91-50g (the "Sawyer's Walk Resolution"), the City 1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the "Agreement") is made as of the 27th day of January, 2005, by and between SAWYER'S WALK, LTD., a" Florida limited partnership ("Sawyer's Walk"); POINCIANA VILLAGE OF [MIAMI, LTD., a Florida limited partnership ("Poinciana"); SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"); and the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"): RECITALS: A. In the 1980's the Southeast OvertownfPark West Project area was designated as a community redevelopment area (the "CRA Redevelopment Area") by Miarni•Dade County, a political subdivision of the State of Florida (the "County"). A redevelopment plan was approved by the Commissioners of the City of Miami and the Commissioners of Miami -Dade County with [certain redevelopment authority granted by the County to the City for Iproject implementation. The City invited interested parties to submit proposals[for the development of residential and commercial structures on properties in the vicinity of the Overtown Transit Station in a portion of the CRA Redevelopment Area. B. In response to requests for proposals issued by the City, [Indian River Investments of Miami, Inc., a Florida corporation ("Indian River"),[ acting in the capacity of general partner on behalf of Poinciana, was selected las the "developer" with respect to the development of that certain real property described on Exhibit "A" attached hereto and made a part hereof (the "Poinciana Village Project"). Indian River, as general partner on behalf of - Poinciana and the City entered into that Southeast Overtown/Park WestLease and Development Agreement dated June 15, 1988 (the "Original Lease"), as amended by Amendment No. 1 dated February 17, 1989 ("Amendment No. 1"), as amended by Amendment No. 2 dated July 13, 1989 ("Amendment No, 2"), as amended by Amendment No. 3 dated January 11, 1990 ("Amendment No. 3"). C. In 1990, the City issued a request for q proposals fo• the development of Blocks 45, 55, and 56 in the CRA Redevelopment Area, which real property is more particularly described on Exhibit "B" attached hereto and made a part hereof (the "Sawyer's Walk Project"). Sawyer's Walk's proposal dated January 18, 1991, was the sole response to the request for proposals issued by the City with respect to the Sawyer's Walk Project and, by City of Miami Resolution No. 91-509 (the "Sawyer's Walk Resolution"), the City selected Sawyer's Walk as the developer of the Sawyer's Walk Project, subject to complying with the terms and conditions of the Sawyer's Walk Resolution. D. On or about January of 1996, the City transferred authority to implement projects within the CRA Redevelopment Area to the CRAB. The City conveyed all of its right, title and interest in the Poinciana Village Project and the Sawyer's Walk Project, together with other lands, to the CRA by Warranty Deed dated January 9, 1996, and recorded January 17, 1996, in Official Records Book 17064, at Page 152 of the Public Records of Miami -Dade County, Florida (the "CRA. Warranty Deed"). The City assigned to the CRA all of the City's right, title and interest with respect to all leases pertaining to the re41 property conveyed by the CRA Warranty Deed, including the lease with respect to the Poinciana Village Project, by virtue of the Assignment of Leases dated January_ 9, 1996, and recorded January 17, 1996 in Official Records Book 17064, at Page 208 of the Public Records of ?Vliami-Dade County, Florida. E. The CRA and Poinciana executed an Amendment dated as of September 23, 1998, and recorded October 14, 1998, in Official Records Book 18312, at Page 444 of the Public Records of Miami -Dade County, Florida (the "Poinciana Amendment"), amending certain terms and provisions of the lease with respect to the Poinciana Village Project (the Original Lease, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and the Poinciana Amendment, are collectively referred to as the "Poinciana Lease"). F. Poinciana has developed Phase I of the Poinciana Village Project, as defined in the Poinciana Lease, consisting of 64 residential condominium units in two buildings of four stories each. The Poinciana Lease provides that Poinciana is to develop 91 condominium units or rental apartments in; a single low-rise building and/or a single building of ten to twelve floors as! a hotel, extended stay facility, or any combination thereof, containing approkimately 125 guest rooms as Phase II, as defined in the Poinciana Lease, which is more. particularly described on Exhibit "C" attached hereto ("Phase II of the Poinciana Village Project"). G. Disputes have arisen between the CRA and Poinciana with/ respect to the development of Phase II of the Poinciana Village Project and the obligation of the CRA to add Phase II to the Poinciana Lease as conte'rnplated under the Poinciana Lease. As a result of these disputes, the CRA. filed a complaint for ejectment and quiet title with respect to Phase II of the Poinciana Village Project styled Southeast Overtown/Park West Community Development Agency vs. Poinciana Village of Miami, Ltd., Case No. 02.06846 CA 9 pending in the Circuit Court in and for Miami -Dade County, Florida and Poinciana has filed counterclaims against the CRA and the City in connection With the Poinciana Village Project (collectively the "Poinciana Litigation"). 2 H. Disputes have arisen between the CRA and Sawyer's Walk with respect to the obligation of the CRA to enter into a lease with Sawyer's Walk with respect to the Sawyer's Walk Project. The CRA claims that the requirements of the Sawyer's Walk Resolution have not been satisfied. Sawyer's Walk claims that the requirements of the Sawyer's Walk Resolution have been satisfied and that the CRA had agreed to add the Sawyer's Walk Project to the Poinciana Lease. As a result of these disputes, the City and the CRA filed a declaratory judgment action styled The City of Miami vs. Sawyer's Walk Ltd., Case No. 00-28860 CA. 9 in the Circuit Court in and for Miami -Dade County, Florida and Sawyers Walk has filed counterclaims against the CRA and the City in connection with the Sawyer's Walk Project (collectively the "Sawyer's Walk Litigation"). 1. The City, the CRA, Poinciana and Sawyer's Walk desire to settle the Poinciana Litigation and the Sawyer's Walk Litigation, including without limitation the counterclaims filed in connection therewith, as '; hereinafter provided. NOW THEREFORE, for and in consideration of the $10.00 and other good and valuable consideration and of the covenants and agreements hereafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and and are incorporated herein by reference and made a part hereof. correct Th s Agreement shall be effective as of the date of execution hereof by 'all parties hereto (the "Effective Date"). 2. NATURE OF THIS AGREEMENT. 2.1. Nature of Agreement. This Agreement constitutes the entire agreement of the parties regarding the settlement of the '',,Poinciana Litigation, the settlement of the Sawyer's Walk Litigation and the agreement to enter into an amended and restated Poinciana Lease upon the terms and conditions set forth herein. This Agreement shall not constitute a lease of any portion of the Poinciana Village Project and/or the Sawyer's Walk Project (collectively the "Project") and shall not impose any encumbrance on the Project nor entitle Poinciana and/or Sawyer's Walk to file a Jis pendens in connection with this Agreement or any alleged breach or default hereunder. The term of this Agreement shall commence on the Effective Date and terminate upon the Lease Delivery Date, as hereinafter defined, unless sooner terminated in accordance with the terms hereof (except with respect to any obligations hereof which expressly survive such termination). 2.2. Settlement Purposes. The language in this Agreen'ient and all communications and all information exchanged in connection 'i'vith the 3_ negotiation of this Agreement, written, oral, electronic or otherwise, by and between Sawyer's Walk or Poinciana or anyone representing or acting in concert or on behalf of either of them, on the one hand, and the CRA. or the City or anyone representing or acting in concert or on behalf of any of them, on the other, (1) for all purposes in the lawsuits referred to in Recitals G and H or any related litigation, other than litigation to enforce this Agreement, will be treated as offers to compromise or relevant conduct or statements made in negotiations concerning a compromise, as provided in Section 90.408, Florida Statutes, and (2) regardless of Section 90.408, will not be used in any way by any of the parties to this Agreement in such lawsuits or in connection with any dispute involving the properties at issue in the lawsuits, unless otherwise agreed in writing, and all rights, claims and legal positions of the parties shall continue to exist to the same extent as if this Agreement had never been executed. This Section 2.2 shall survive the termination of this Agreement. 2.3. Amended and Restated Lease. Attached hereto l as Exhibit "D" is the form of amended and restated Poinciana Lease (th& Restated Poinciana Lease") which (i) the parties have fully negotiated and approved, (ii) has been approved by the Board of Directors of the CRA (the "CRA Board") at a CRA Board meeting, (iii) has been approved by the City of ?vliarni Commission at a regularly scheduled meeting, and (iv) which the CRA and Sawyer's Walk intend to execute and deliver to each other, subject to the satisfaction or waiver of the Poinciana/Sawyer's Walk Conditions Precedent, as hereinafter defined, and the satisfaction or waiver of the CRA/City Conditions Precedent, as hereinafter defined, and compliance with the other terms and provisions of this Agreement. 2.4. Settlement of Litigation. 2.4.1. Delivery of Settlement Documents. Subject to the satisfaction or waiver of all of the PoincianalSawyer's Walk Conditions Precedent and subject to the satisfaction or waiver of all of the CRA/City Conditions Precedent, on or prior to the Lease Delivery Date, the parties to this Agreement shall: 2.4.1.1. Execute a Stipulation of Settle1nent and Dismissal with Prejudice of the Poinciana Litigation in the form of E)l.hibit "E" attached hereto (the "Poinciana Stipulation"). 2.4.1,2. Execute a Stipulation of Settlement and Dismissal with Prejudice of the Sawyer's Walk Litigation in the form of Exhibit "F" attached hereto (the "Sawyer's Walk Stipulation"). 2.4.1.3. Obtain. a court order approving the settlement in the Poinciana Litigation after a court hearing regarding the 4 terms of this settlement in substantially the form of Exhibit "G" attached hereto (the "Poinciana Order") or obtain such other court order dismissing the Poinciana Litigation with prejudice as the parties may approve. 2.4.1.4. Obtain a court order approving the Settlement in the Sawyer's Walk Litigation after a court hearing regarding the terms of this settlement in substantially the form of Exhibit "H" attached hereto (the "Sawyer's Walk Order") or obtain such other court order dismissing the Sawyer's Walk Litigation with prejudice as the parties may approve. 2.4.1.5. Execute a mutual release with respect to the Poinciana Litigation in the form of Exhibit "I" attached hereto (the "Poinciana Mutual Release"), 2.4.1.6. Execute a mutual release with; respect to the Sawyer's Walk Litigation in the form of Exhibit "J" attached hereto (the "Sawyer's Walk Mutual Release"). 2.4.2. Abatement of Litigation. From the date of this Agreement until the earlier to occur of the termination of this Agreement or the Lease Delivery Date, the City, the CRA, Poinciana and Sawyer's Walk covenant and agree to fully abate taking any and all action in connections` with the Poinciana Litigation and the Sawyer's Walk Litigation, except to the extent required by applicable law to keep the Poinciana Litigation and the'', Sawyer's Walk Litigation from being dismissed for lack of prosecution during the abatement period. 2.5. Termination of this Agreement. 2.5.1. Termination by Poinciana and Sawyer's Walk. In the event Poinciana and Sawyer's Walk elect to terminate this Agreement as a result of (i) their Inspections, as hereinafter defined, pursuant to Section 3.7; (ii) as a result of any title defect(s) under Section 4.2 or 4.3; (iii) as a! result of their failure to obtain approval of the County pursuant to Section 6.5 (iv) as a result of their failure to obtain approval of the County pursuant to Section 7.2; (v) as a result of a Challenge, as hereinafter defined, pursuant to Section 11.1; or (vi) as a result of the failure to satisfy any of the Poinciana/Sawyer's Walk Conditions Precedent pursuant to Section 19, then in such event, the:'iiCity and the CRA may elect within sixty (60) days after receipt of notice of termination from Poinciana Village and Sawyer's Walk to settle the Poinciana Litigation and the Sawyer's Walk Litigation by making settlement payments in ;the total amount of Six Million Five Hundred Thousand and 00/100 ; Dollars ($6,500,000.00) (the "Settlement Payment") to be paid as follows: (i) an initial payment of Four Million, Four Hundred Thousand and 00/1001 Dollars ($4,400,000.00) to be made no later than sixty (60) days after receipt ofjnotice of 5 termination from Poinciana Village and Sawyer's Walk (the "Initial Settlement Payment") and (ii) four (4) annual payments of Five Hundred Twenty-five Thousand and 00/100 Dollars ($525,000.00), which payments shall'commence one (1) year from the Initial Settlement Payment. In the event the City and the CRA elect to make the Settlement Payment, the Settlement Payment shall be due and payable within sixty (60) days of the making of the election by the City and the CRA, and such Settlement Payment shall be made in exchange for the Poinciana Stipulation, the Sawyer's Walk Stipulation, the Poinciana',Order, the Sawyer's Walk Order, the Poinciana Mutual Release and the Sawyer's Walk Mutual Release, except all of the foregoing documents shall be ainended to reflect that the Settlement Payment will be made in lieu of executing the Restated Poinciana Lease. In the event that the City and the CRA do not elect to make the Settlement Payment within the sixty (60) day period, this Agreement shall terminate and be of no further force and effect except with respect to those obligations which expressly survive termination. 2.5.2. Termination by CRA and City. In the event the City and the CRA elect to terminate this Agreement (i) as a result of the; failure to satisfy the City Attorney that the Proposed TIF Use will be in compliance with all applicable laws, as provided in Section 8.6 of this Agreement; (ii) as a result of the failure to obtain approval of the County pursuant to Section 6.5; (iii) as a result of the failure to obtain approval of the County pursuant to Section 7.2; (iv) as a result of a Challenge, as hereinafter defined, pursuant to Section 11.1; (v) as a result of the failure to satisfy any of the CRAiCity Conditions Precedent pursuant to Section 20; (vi) as a result of the failure of the Lease Delivery Date in accordance with Section 21; or (vii) as a result of a default in accordance with Section 27, the City and the CRA may elect within sixty (60) days after making the election to terminate this Agreement, to make the Settlement Payment. In the event the City and the CRA elect to make the Settlement Payment, the Settlement Payment shall be due and payable within sixty (60) days of the making of the election by the City and the CRA and such Settlement; Payment shall be made in exchange for the Poinciana Stipulation, the Sawyer's Walk Stipulation, the Poinciana Order, the Sawyer's Walk Order, the Poinciana Mutual Release and the Sawyer's Walk Mutual Release, except all of the foregoing documents shall be amended to reflect that the SettlementPayment will be made in lieu of executing the Restated Poinciana Lease. In the event that the City and the CRA do not elect to make the Settlement Payment within the sixty (60) day period, this Agreement shall terminate and be of.no further force and effect except with respect to those obligations which expressly survive termination. If the CRA. and the City do not proceed in accordance With this Section 2.5, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have waived any of their rights, claims or defenses associated with the Poinciana Litigation and/or the Sawyer's Walk Litigation. 3. INSPECTION PERIOD. J 6 • Inspections_ Poinciana and Sawyer's Walk shall, have until 5 p.m. on the one hundred and twentieth (120th) day after the Effective Date (the "Inspection Period") to perform, at Poinciana's and Sawyer's Walk's sole cost and expense, such investigations and inspections of the Phase Il of the Poinciana Village Project and the Sawyer's Walk Project, (Phase II of the Poinciana Village Project and the Sawyer's Walk Project are collectively the "Real Property"), the physical condition thereof, matters of zoning, title, survey and all other matters with respect to the Real Property, including, without limitation, environmental matters (collectively the "Inspections") td determine whether the Real Property is acceptable to Poinciana and Sawyers Walk in their sole discretion. Prior to performing any on -site Inspections, Poinciana and Sawyer's Walk shall provide at least three (3) business days' prior written notice to the Executive Director of the CRA (the "Executive Director") at 4-9 N.W. 5th Street, Suite 100, Miami, Florida 33128, Phone: 305-679-6800; Facsimile: 305-679.6835 (or such other CRA representatives as designated by the Executive Director), which written notice shall provide reasonable detail regarding the type and scope of Inspection(s) to be performed and the scheduled date and time for such Inspection(s) and provide the Executive Director the opportunity to have a representative from the CRA present at any such Inspection(s). 3.2. Restoration. Following any such Inspections, Poinciana and Sawyer's Walk shall promptly restore the Real Property to the condition existing immediately prior to such Inspections. Poinciana and Saw ,er's Walk shall promptly forward copies of any of the reports prepared in connection with any of their Inspections directly to the Executive Director. The Inspections shall be conducted in accordance with all applicable laws and by licensed and insured professionals, and Poinciana and Sawyer's Walk shall cause its inspectors to obtain, at Poinciana's and Sawyer's Walk's sole cost and expense, any and all licenses and permits required to conduct the Inspections, as applicable. 3.3. Environmental Audit. Should Poinciana and Sawyer's Walk conduct a Phase I environmental audit ("Phase I Report") and such audit reflects a recommendation for further environmental audits (a "Phase II Report"), the CRA and the City acknowledge that Poinciana and SawYer's Walk shall be authorized, at Poinciana's and Sawyer's Walk's sole cost and expense, to obtain the Phase II Report during the Inspection Period. 3.4. Disclosure. Poinciana and Sawyer's Walk agree that in the event the need arises to notify, under applicable laws, any federal, state or local public agencies of any conditions at the Real Property as a result of the Inspections performed by Poinciana and Sawyer's Walk, them agents, employees, contractors and/or representatives, Poinciana and Sawyer's Walk shall notify the Executive Director, and such disclosure shall be made directly fir by the CRA, if deemed necessary thereby, and not Poinciana and Sawyer's Walk, to any such public agencies. 3,5. Indemnification. Poinciana and Sawyer's Walk shall assume all risks associated with the Inspections and agree to indemnify and hold harmless the CRA and the City of, from and against any and all costs, losses, claims, damages, liabilities, expenses and other obligations (including, without limitation reasonable attorney's fees and court costs) arising fr;om, out of or in connection with or otherwise relating to the Inspections, including, without limitation, the entry by any one or more of Poinciana's and/or Sawyer's Walk's agents, employees, contractors and other representatives in or upon the Real Property for the purpose of the Inspections. The foregoing shall nct apply to any diminution in the value of the land or costs or expenses which might arise due to the uncovering of the existence of adverse condition'.s (e.g., environmental conditions), provided, however, the foregoing is not intended to relieve Poinciana and Sawyer's Walk from liability if Poinciana and Sawyer's Walk, their agents, employees, contractors or other representatives cause such condition to exist. The foregoing indemnification obligations of Poinciana and Sawyer's Walk shall survive the expiration or termination of this Agreement. 3.6. Insurance. Poinciana and Sawyer's Walk shall, prior to entering the Real Property and performing any Inspections, provide to the CRA evidence of insurance by Poinciana, Sawyer's Walk, and their contractors, as applicable, as specified on Exhibit "K" attached hereto, insuring against any liability by any one or more of Poinciana, Sawyer's Walk, their agents, employees, contractors or other representatives arising frorn, out of or in connection with or otherwise relating to the entry by any one or more of Poinciana, Sawyer's Walk, their agents, employees, contractors or other representatives in or upon the Real Property for the purpose of the Inspections. Poinciana and Sawyer's Walk shall provide the CRA with a certificate of insurance evidencing such insurance coverage, naming CRA and the City as additional insureds thereon and which insurance coverage shall be kept in force until the expiration or early termination of this Agreement. 3.7. Acceptance of Real Property. If for any reason whatsoever Poinciana and Sawyer's Walk, in their sole discretion, determine during the Inspection Period that they do not wish to proceed with the transaction contemplated by this Agreement as a result of the physical condition of the Real Property, Poinciana and Sawyer's Walk shall have the absolute right to terminate this Agreement by giving written notice of such termination to the CRA and the City in the manner hereinafter provided to give notices prior to the expiration of the Inspection Period. Upon the CRA's and the City's receipt of such notice prior to the end of the Inspection Period, this Agreement shall be deemed terminated and of no further force and effect and the parties shall be released and relieved from any liability or obligations hereunder, except for 8 those obligations which expressly survive the termination, unless the City and the CRA elect to proceed in accordance with Section 2.5 of this Agreement. .If Poinciana and Sawyer's Walk do not terminate this Agreement Prior to the expiration of the Inspection Period, then it shall be presumed conclusively that Poinciana and Sawyer's Walk have had adequate opportunity to review and inspect all portions of the Real Property, including, without limitation, the environmental condition of the Real Property and, based upon its Inspections, Poinciana and Sawyer's Walk have determined that the condition of all portions of the Real Property are satisfactory to Poinciana and Sawyer's !Walk and, subject to satisfaction of the PoincianaiSawyer's Walk's Conditions `Precedent. Poinciana and Sawyer's Walk shall accept every portion of the Real Property in its AS 1S, WHERE IS, WITH ALL FAULTS" condition, without requiring any action, expense or other thing or matter on the part of the CRA or the City to be paid or performed. 3.8. No Lien, Poinciana and Sawyer's Walk shall use 'reasonable efforts not to create or permit to be created any mechanic's liens upon the Real Property, or any part thereof, as a result of the Inspections. If any lien shall at any time be filed against the Real Property, or any party thereof in connection with the Inspections, Poinciana and Sawyer's Walk shall cause same to be discharged or transferred to bond in accordance with applicable laws within thirty (30) days of recording. 3.9. CRA/City Deliveries. Prior to the date of this Agreement, the CRA and the City have provided to Poinciana and Sawyer's Walk for inspection and review copies of all surveys, tests, studies and reports which the CRA and the City have been able to locate with respect to the Real Property (collectively the "CRA/City Deliveries"). Any reliance upon the CR.AICity Deliveries is at the sole risk of Poinciana and Sawyer's Walk and the CRA and the City make no representations or warranties, express or implied. with respect to the accuracy or completeness of the CRAJCity Deliveriesand any reliance upon same is at the sole risk of Poinciana and Sawyer's WWi%alk. 3.10. Deposit. Simultaneously with the execution of this Agreement, Poinciana and Sawyer's Walk shall deposit with Holland I& Knight LLP (the "Escrow Agent") an initial deposit in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the "First Deposit"). If Poinciana and Sawyer's Walk elect to terminate this Agreement prior to the end of the Inspection Period by giving written notice of termination toiiii,the CRA, the City and Escrow Agent, Escrow Agent shall return the First Deposit to Poinciana and Sawyer's Walk. In the event Poinciana and Sawyer's: Walk do not elect to terminate this Agreement prior to the expiration of the Inspection Period, then on or before the last day of the Inspection Period, Sawyer's Walk and Poinciana shall deposit with Escrow Agent an additional deposit in the amount of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) (the 9 "Second Deposit") and Poinciana and Sawyer's Walk shall deliver to Escrow Agent, the City and the CRA evidence substantiating that Sawyer's Walk and Poinciana have expended (versus contracted to expend) Five, Hundred Thousand and no/100 Dollars ($500,000.00) in connection with the Project (the "Initial Expenditure"). If Poinciana and Sawyer's Walk do not terminate this Agreement at the end of the Inspection Period, the failure of Poinciana and Sawyer's Walk to make the Second Deposit and provide detailed evidence substantiating the Initial Expenditure shall constitute a default Under this Agreement, entitling the CRA and the City to proceed in accordance with Section 27 of this Agreement. Upon submission of the MUSP Application to the City, Poinciana and Sawyer's Walk shall deposit with Escrow !,Agent an additional deposit in the amount of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) (the "Third Deposit") and shall deliver to Escrow Agent, the City and the CRA evidence substantiating that Poinciana and. Sawyer's Walk has expended (versus contracted to expend) One Million and no/100 Dollars ($1,000,000.00), in the aggregate, in connection with the Project (the "Expenditure"). The failure of Poinciana and Sawyer's Walk to makel the Third Deposit and provide detailed evidence substantiating the Expenditure shall constitute a default under this Agreement, entitling the CRA and the City to Proceed in accordance with Section 27 of this Agreement. Within tens (10) days of the date Poinciana and Sawyer's Walk receive notice that the VIUSP Application has been approved, Poinciana and Sawyer's Walk shall deposit with Escrow Agent an additional deposit in the amount of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00) (the "Fourth Deposit"). (The First Deposit, Second Deposit, Third Deposit and Fourth Deposit are collectively referred to as the "Deposit"). The failure of Poinciana and Sawyer'; Walk to make the Fourth Deposit shall constitute a default under this Agreement, entitling the CRA and the City to proceed in accordance with Section i'27 of this Agreement. At the election of Poinciana and Sawyer's Walk, Poinciana and Sawyer's Walk may provide an irrevocable, unconditional letter of credit issued by a financial institution acceptable to the CRA and the City, with an expiration date no earlier than June 1, 2006, which shall be in Form and substance reasonably acceptable to the CRA and the City (the "LC") in the required amounts in lieu of making the Deposit in cash. To the eXtent the Deposit is in the form of cash, Escrow Agent shall hold the Deposit in an interest bearing account. Escrow Agent shall deliver the Deposit, or the LC, as appropriate, together with the interest accrued thereon, if any, to the CRA and the City upon the occurrence of a default by Poinciana andlor Sawyer's Walk under the terms of this Agreement. Escrow Agent shall return the Depoiit, or the LC, as appropriate, together with the interest accrued thereon, if any, to Poinciana and Sawyer's Walk if they terminate this Agreement in accordance with its terms or in the event, the CRA and Sawyer's Walk execute the Restated Poinciana Lease. 10 • 3.11. Disclaimer of Representations by Poinciana and Sawyer's Walk. Poinciana and Sawyer's Walk hereby expressly acknowledge and, agree that in connection with this Agreement or otherwise: 3.11,1. The CRA and the City make and have made no warranty or representation whatsoever as to the condition or suitability of any portion of the Real Property for the Development Plan, as hereinafter defined. 3.11.2. The CRA and the -City make and have made no warranty, express or implied, with regard to the accuracy or completeness of any information furnished to Poinciana and Sawyer's Walk, and the CRA and the City shall not be bound by any statement of any broker, employee, went or other representative of the CRA or the City. 3.11.3. The CRA and the City have made no representations, warranties or promises to Poinciana and Sawyer's Walk not explicitly set forth in this Agreement. 3.11.4. The CRA and the City have made no representations or warranties, express or implied, with regard to the neighborhood, that the CRA Redevelopment Area will be developed, or as to the precise type or quality of improvements that will be constructed within the CRA Redevelopment Area or the timing thereof. 3.11.5. The CRA and the City make and have made no representation or warranty, express or implied, concerning any portion lof the Real Property, their condition or other things or matters directly or indirectly relating thereto or hereto, including, without limitation, no warrantyas to merchantability or fitness for any particular purpose or relating to the absence of latent or other defects. 4. TITLE AND SURVEY. 4.1. Poinciana and Sawyer's Walk shall obtain a title insurance commitment (the "Commitment") and a survey (the "Survey") of the; Real Property. The Commitment and the Survey shall show the CRA to be vented in fee simple title to the Real Property, subject to each of the following (the "Permitted Exceptions"): subsequent years. 4,1.1. Ad valorem real estate tax for the year 200fi and 4.1.2. All applicable laws, ordinances and governm regulations, including, but not limited to, all applicable building, zoning,) use, environmental ordinances and regulations. ental land 11 • 4.1.3. Restrictions, reservations, easements, covenants, agreements, limitations and other matters appearing of record, none of which shall interfere with the Development Plan, as hereinafter defined. 4.1.4. Any matters arising bv, through. or under Poinciana and/or Sawyer's Walk. 4.1.5. The restrictions, coupled with a reverter, contained in that deed from the County to the City recorded May 24, 1988, in Official Records Book 13689, at Page 3728, of the Public Records of Miami -Dade County, Florida. 4.1.6. The restrictions, coupled with a reverter, contained in that deed from the County to the City recorded in Official Record' Book 13689, at Page 3731, of the Public Records of Miami -Dade County. Florida. 4.1.7. The terms and conditions of the County Litigation and the County Settlement, as hereinafter defined. 4.2. Poinciana and Sawyer's Walk shall have thirty (30) days after Poinciana and Sawyer's Walk obtain the Commitment and the Survey to --,. examine same, but in no event later than the end of the Inspection Period. Poinciana and Sawyer's Walk shall promptly provide the CRA and the ;City a copy of the Commitment and the Survey upon Poinciana and Sawyer's Walk's receipt of same. If the Commitment and Survey reflect defects in the title to the Real Property (i.e., matters which render title unmarketable in accordance with the standards of the Florida Bar which are not Permitted Exceptions, Poinciana and Sawyer's Walk shall, no later than the expiration of the Inspection Period, notify the CRA and the City in writing of the defect(s). If Poinciana and Sawyer's Walk fail to give the CRA and the City written notice of the defect(a) prior to the end of the Inspection Period, the defect(s) shown in the Commitment and the Survey shall be deemed to be waived as title objections and same shall be deemed to constitute Permitted Exceptions for all purposes under this Agreement. If Poinciana and Sawyer's Walk have given CRA and the City written notice of defect(s) rendering title other than as required by this Agreement prior to the end of the Inspection Period, the CRA shall elect within ten (10) days after receipt of written notice of the title defect(s) whether the CRA will elect to attempt to cure the title defect(s). If the CRA elects to attempt to cure the title defect(s), the CRA shall have sixty (60) days! from receipt of the written notice of defect(s) to use reasonable efforts to cure same (the "Cure Period"). The CRA shall discharge any lien(s) or judgment(s) against the Real Property in a liquidated amount provided that the CRA shall not be `'- required to expend more than Fifty Thousand and No/100 Dollars ($50,000.00) in connection therewith to cure any title defect(s). In the event the CRA elects . not to cure any of the title defects, or, if the CRA elects to attempt to cure the 12 title defects and the CRA is not able to cure the defect(s) prior to the end of the Cure Period, Poinciana and Sawyer's Walk shall have the option, to be exercised within ten days after the end of the Cure Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a Permitted Exception under this Agreement, or (ii) canceling this !Agreement, whereupon the parties shall be released from any further obligations under this Agreement, except For those obligations that expressly survive the termination of this Agreement, unless the City and the CRA elect to proceed in' accordance with Section 2.5 of this Agreement. If the GRA and the City do not proceed in accordance with Section 2.5, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have waived any of their rights, claims, or defenses associated with the Poinciana Litigation and/or the Sawyer's Walk Litigation. 4.3. In the event of any new title defect(s) arising from and after the effective date of the Commitment and prior to the delivery of the Restated Lease, the CRA shall use reasonable efforts to cure such title defect(s) prior to the Lease Delivery Date. The CRA shall discharge any lien(s) or judgment(s) against the Real Property in a liquidated amount, provided that the CRA shall not be required to expend more than Fifty Thousand and No/] 00 Dollars ($50,000.00) in connection therewith. The CRA shall not be required to bring any lawsuit(s) to cure any title defect(s) or expend any funds to cure any title defect(s) not in a liquidated amount. In the event that the GRA is unable to cure the title defect(s) prior to the Lease Delivery Date, Sawyer's Walk and Poinciana shall have the option on the Lease Delivery Date of either (i) waiving the title defect(s) and accepting title "as is" whereupon the title defect(s) will be deemed to constitute a Permitted Exception under this Agreement or (ii) canceling this Agreement., whereupon the parties shall be released from all further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement, unless the City and the CRA elect to proceed in accordance with Section 2.5 of this Agreement. If Elie CRA and the City do not proceed in accordance with Section 2.5, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have waived any of their rights, claims, or defenses associated with the Poinciana Litigation and/or the Sawyer's Walk Litigation. MLISP APPROVAL. 5.1. 1VIUSP Approval. Frorn and after the Effective Date, Poinciana and Sawyer's Walk shall use good faith reasonable efforts to obtain the approval of the Major Use Special Permit by the applicable governmental authorities for the Development Plan which shall be final and noti, subject to appeal (such approval shall be referred to herein as the "ML SP Approval"). Poinciana and Sawyer's Walk shall promptly and diligently undertake, at their sole cost and expense, the necessary effort to prepare all required plans, 13 • documents, covenants and supporting materials to apply for the MUSP for the Development Plan which has been approved by the CRA pursuant to Section 12.3. 5.2. Approval by CRA. Poinciana and Sawyer's Walk shall obtain the prior written approval of the Executive Director for the ,'application for the MUSP, which shall include all applications for zoning changes or variances and/or amendments to the Comprehensive Plan currently in effect for the City of Miami (collectively the "the MUSP Application") prior to Isubrnitting the MUSP Application to any governmental and/or quasi•governmen'tal agency. The M[JSP Application must be consistent with the Development Plan which has been approved by the CRA pursuant to Section 12.3. Poinciana and Sawyer's Walk shall provide the Executive Director with .at least three (3) copies of the proposed MUSP Application for review. The Executive Director shall have ten (10) business days from the receipt of the MUSP Application to approve or reject same, The failure of the Executive Director to respond to Poinciana and Sawyer's Walk within the ten (10) business day period shall be deemed approval of the MUSP Application. If the CRA does not approve the MUSP Application, the Executive Director shall provide Poinciana and Sawyer's Walk with notice stating the reasons for such rejection. Poinciana and Sawyer's Walk shall revise the MUSP Application to address thel comments raised by the CRA. Poinciana, Sawyer's Walk and the CRA shall coaatinue this process until the Executive Director has approved the MUSP Application. The CRA, Poinciana and Sawyer's Walk agree to use good faith, reasonable efforts to agree upon the necessary modifications, if any, to the MUSP Application, provided the application is consistent with the Development Plan which has been approved by the CRA pursuant to Section 12.3. If the Executive Director has rejected the :MUSP Application three (3) times, Poinciana and Sawyer's Walk may elect to submit any dispute regarding the approval of the MUSP Application to the CRA Board for resolution. 5.3, Filing MUSP Application. Poinciana and Sawyer's Walk covenant and agree to utilize their best efforts to obtain the CRA's approval of the MUSP Application pursuant to Section 5.2 and then file the MUSP Application with the City of Miami within ninety (90) days from the end of the Inspection Period. The Executive Director, in his sole discretion, may extend the time for filing the MUSP Application with the City for a period of up to sixty (60) days. 5.4. Joinder in Application. The CRA as the owner of the Real Property shall join in any MUSP Application provided the MUSP Application is consistent with the Development Plan as provided in Section 5.2. 5.5. City Impact Fees. Sawyer's Walk may apply for an exemption from impact fees in accordance with Section 1.3-2 of the City of 14 • Miami Municipal Code. In the event it is determined by the ;City, in its governmental capacity, that Poinciana and Sawyer's Walk qualify for the exemption set forth therein, the City hereby agrees to exempt any impact fees associated with the Project, as provided in the City of Miami Municipal Code. 5.6. Preparation of MUSP Application. Poinciana and Sawyer's Walk shall be responsible to pay all costs and expenses associated with the preparation of the MUSP Application, including, without liznitation, all architecture fees, engineering fees and traffic consulting fees and pay all costs and expenses incurred in connection with processing the MUSP Application. Poinciana and Sawyer's Walk shall have no right to recover any of these costs and expenses from the City and/or the CRA for any reason whatsoever. 5.7, Amendment to MUSP Application. In the event Poinciana and Sawyer's Walk desire to modify the MUSP Application once it has been filed with the City of Miami as a result of proposed changes to the Development Plan requested by Poinciana and Sawyers Walk or as a result of changes Poinciana and Sawyer's Walk desire to make to address any comments from any governmental entities, Poinciana and Sawyer's Walk shall submit three (3) copies of the proposed revisions to the MUSP Application to the, Executive Director for his review and approval. The Executive Director shall have ten (10) business days from the receipt of the requested modifications, and all backup information required to analyze the proposed modifications; to approve or reject same. The failure of the Executive Director to respond within the ten (10) business day period shall be deemed an approval of the proposed MUSP Application amendment. If the CRA does not approve the proposed amendment to the MUSP Application such notice shall state the reason for such rejection. Poinciana and Sawyer's Walk shall revise the amendment to the MUSP Application to address the comments raised by the CRA and the process shall continue until the Executive Director has approved the amendment to the MUSP Application. The parties agree to use reasonable, good faith effort -to agree upon necessary modifications to the MUSP Application which result from any governmental or quasi -governmental process, provided in no event shall the Executive Director be required to consent to any changes which deviate materially from the Development Plan. If the Executive Director his rejected the amendment to the MUSP Application three (3) times, Poinciana and Sawyers Walk may elect to submit the dispute regarding the amendriient to the MUSP Application to the CRA Board for resolution. 5.8. Governmental Function of the City. Notwithstanding the agreement of the City to assist Poinciana and Sawyer's Walk with :respect to the MUSP Application, as hereinafter provided, Poinciana and Sawyers Walk acknowledge and agree that the City's agreement to provide assistance with respect to processing the application for the MUSP Approval shall in no way imply that the City will approve the applications, nor shall same obligate the 15 • • 'City to expend any monies or to take any actions with regard thereto. Sawyer's Walk and Poinciana acknowledge that the City shall undertake actions in connection with the 1VIUSP Application in accordance with the established requirements of state and municipal law in the exercise of the City's jurisdiction under its police power. Nothing in this Agreement is intended to limit or restrict the power and responsibilities of the City against such application by virtue of being a party to this Agreement. The parties further acknowledge and agree that these proceedings with respect to the i:VIUSP Application shall be conducted openly, fully and fairly in full accordance; with all applicable laws, with both procedural and substantive due processto be accorded the applicant and any member of the public. Nothing contained in this Agreement shall entitle Poinciana and/or Sawyer's Walk to compel the City to take any action in connection with the MUSP Application. 5.9. Covenant Not to Sue. Poinciana and Sawyer's Walk covenant and agree not to sue the City for any action taken, or inaction by the City, in its governmental capacity in the exercise of the City's jurisdiction under its police power, and should either Poinciana or Sawyer's Walk institute any legal proceedings against the City in connection with the application for MUSP Approval, same shall constitute a default under this Agreement in which 'event the City and CRA may pursue their remedies pursuant to Section 27 of this Agreement. 6. COUNTY LITIGATION. 6.1. Reverter. Poinciana and Sawyers Walk acknowledge that the portion of the Real Property which is more particularly described can Exhibit "L" attached hereto and made a part hereof (the "Reverter Property") is sUbject to a right of reverter in favor of the Miami -Dade County (the "County"). Pursuant to the terms of the Settlement Agreement reached between the County and the City, Case No. 01.13810 CA 08, in the Eleventh Judicial Circuit in and for Miami•Dade County, Florida (the "County Litigation"), the Reverter Property is to be developed on or before August 1, 2007, or title to the Reverter Property will automatically revert to the County in accordance with the terms of the Settlement Agreement attached hereto as Exhibit "M" (the "County Settlement"). 6.2. Deed in Escrow. Poinciana and Sawyer's Walk acknowledge that pursuant to the terms of the County Settlement, the CRA has delivered or will deliver to the County a quitclaim deed conveying the Reverter Property to the County and should the terms and provisions of the County Settlement not be complied with title to the Reverter Property shall be conveyed to the County. 6.3. Acknowledgement of Risk. Poinciana and Sawyer's Walk acknowledge and agree that Sawyer's Walk shall bear all risk of compliance 16 with the terms of the County Settlement and Sawyer's Vv'aik will bear all risk should the terms of the County Settlement not be complied with, and Poinciana and Sawyer's Walk waive any claims against the CRA and the City in connection therewith. 6.4. County Approval. Poinciana and Sawyer's Walk acknowledge that the terms and provisions of the County Settlement require that any proposed developer of the Reverter Property be approved by'',the Board of County Commissioners of the County. The City and the CRA covenant and agree to promptly request that the County approve Sawyer's Wa'.lk as the developer of the Project pursuant to the terms of the County Settlement within ten (10) days after the end of the Inspection Period. Poinciana and Sawyer's Walk covenant and agree to assist the City and the CRA in connection with such request and Poinciana and Sawyer's Walk covenant and agree to provide to the County any information that the County may reasonably request in connection therewith. 6.5. Failure to Obtain County Approval. In the event that all necessary approvals required from the County as required by the terms of the County Settlement have not been obtained from the County within :sixty (60) days after the end of the Inspection Period, any party to this Agreement may elect to terminate this Agreement at any time thereafter and prior to: the time approval from the County has been obtained pursuant to the terri`-is of the County Settlement by written notice to the other parties in which event this Agreement shall terminate and the parties shall be released from all further obligations under this Agreement except for the obligations which expressly survive termination, unless the City and the CRA elect to proceed in accordance with Section 2.5 of this Agreement. If the CRA and the City do not proceed in accordance with. Section 2.5, Poinciana, Sawyer's Walk, the CRA and'the City shall not be deemed to have waived any of their rights, claims, or defenses associated with the Poinciana Litigation and/or the Sawyer's Walk Litigation. 6.6. Amendment to Count.v Settlement. The City and the CRA acknowledge that Poinciana and Sawyer's Walk intend to request that the County amend the terms and provisions of the County Settlement to require the County to give the construction lender for the Reverter Property notice of default and cure rights in the event Sawyer's Walk does not comply With the requirements of the County Settlement. At the request of Poinciana and Sawyer's Walk, the City and the CRA shall request the County agree to a modification of the terms of the County Settlement to provide notice of default and reasonable cure rights to the construction lender for the Reverter Property. Poinciana and Sawyer's Walk covenant and agree to assist the City and the CRA. in connection with such request and Poinciana and Sawyer's Walk covenant and agree to provide to the County any information that the County may request in connection therewith. Poinciana and Sawyer's Walk 17 • acknowledge that they bear the entire risk as to whether the County will agree to amend the terms and provisions of the County Settlement and further acknowledge and agree that they will comply with the time frame for the development of the Reverter Property. 7 . APPROVAL UNDER INTERLQCAL AGREEMENT. 7.1. Approval of Poinciana and Sawyer's Walk . Poinciana and Sawyer's Walk acknowledge that the terms of the Interlocal .''Agreement between the County and the City (the "Interlocal Agreement") require that the Board of County Commissioners of the County approve the selection of the developer for the Sawyer's Walk Project. The City and the CRA covenant and agree to promptly seek to obtain the approval required of the Board of County `Commissioners under the terms of the Interlocal Agreement within ten (10) days after the end of the Inspection Period. Poinciana and Sawyer's Walk covenant and agree to cooperate with the City and the CRA in obtaining the required approval. Poinciana and Sawyer's Walk covenant and agree to provide the County any information that the County may request in connection therewith. 7.2. Failure to Obtain County Approval. In the event that the City and the CRA have not obtained all necessary approvals required from the County pursuant to the terms of the Interlocal Agreement within! sixty (00) days after the end of the Inspection Period, any party to this Agreement may elect to terminate this Agreement at any time thereafter and prior to the time Poinciana and Sawyer's Walk are approved by the County pursuant to the terms of the Interlocal Agreement by written notice to the other party, in which event this Agreement shall terminate and the parties shall be released from all further obligations under this Agreement except for the obligations which expressly survive termination, unless the City and the CRA elect to Proceed in accordance with Section 2.5 of this Agreement. If the CRA and the City do not proceed in accordance with Section 2.5, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have waived any of their rights, Maims, or defenses associated with the Poinciana Litigation and/or the Sawyer's Walk Litigation. 8. TAX INCREMENT FUNDS. • 8.1. Incremental Increase in Tax Increment Funds. Subject to Sections 8.2, 8.3, and 8.5 below, the CRA covenants and agrees; to make available to Sawyer's Walk one hundred percent (100%) of the incremental increases in tax increment funds actuallyreceived by the CRA from the County and the City, generated by the increase above the assessed value for. the Real Property and any improvements constructed thereon over and above the assessed value for the Real Property set forth in the Miami -Dade County ad 18 valorem property tax rolls for the year 2005 ("Incremental TIF") for qualifying uses under applicable laws for use of tax increment funds until September 30, 2013. The CRA covenants and agrees to make the Incremental TIF available to Sawyer's Walk within sixty (60) days of the CRA's actual receiX t of the Incremental TIF from the County and the City to be utilized by Sawyer's Walk for qualifying uses permitted under applicable law for use of tax increment funds with respect to the Project, and at the election of Sawyer's Walk, within the Overtown project area, identified on Exhibit "N" attached hereto (the "Overtown Project Area"). Sawyer's Walk acknowledges that the County and the City withhold from the tax increment funds an administrative fee and funds for the Children's Trust. I I 8.2. Use of Incremental TIF. Sawyer's Walk acknowledges and agrees that the Incremental TIF may only be utilized in accordance with qualifying uses under applicable law for use of tax increment funds and that Sawyer's Walk shall not be entitled to, and the CRA will not. disburse any of the Incremental TIF to Sawyer's Walk unless and until Sawyer's Walk has been able to establish to the CRA and, to the extent required by law or the Interlocal Agreement, the County, that the use of said funds for the use proposed by Sawyer's Walk is permissible under applicable law. Sawyer's Walk shall submit to the CRA and, to the extent required by law or the Interlocal IVAgreement, the County, any and all documentation that the CRA and/or the County may request to establish that the proposed use of the Incremental TIF qualifies for such use under applicable law. Sawyer's Walk 1 further acknowledges that all Incremental TIF shall be used solely in connection with the development of the Project or within the Overtown Project Area. 8.3. Failure to Qualify. To the extent that Sawyer's Walk is not able to establish to the CRA, and to the extent required under applicable laws or the Interlocal Agreement, the County, that its proposed expenditures of the Incremental TIF qualifies for use of the Incremental TIF under applicable laws with respect to some or all of the Incremental TIF, the CRA agreesCo make such portions of the Incremental TIF funds which Sawyer's Walk is unable to utilize under applicable law governing the use of tax increment funds available for use by any governmental agency which can legally use the Incrernertal TIF funds in connection with the Project, which entity is identified to the CRA by Sawyer's Walk and which entity requests the funds from the CRA. If Sawyer's Walk is unable to identify such an entity which wants to utilize the Incremental TIF in connection with the Project, the CRA shall be entitled to utilize that portion of the Incremental TIF for which Sawyer's Walk is unable to qualify for use in connection with the Project for improvements within the Overtown Project Area and the CRA shall not be required to make such funds available to Sawyer's Walk. 1.9 • 8.4. Extension of the CRA. Sawyer's Walk acknowledges that it will have no right to receive any Incremental TIF after the expiration of the CPA which is to incur by September 30, 2013. In the event that the duration of the CRA is extended, Sawyer's Walk acknowledges that notwithstanding the extension of the term of the CRA, the CRA is not obligated to pay to Sawyer's Walk any Incremental TIF generated from and after September 30, 2013. In the event the term of the CRA is extended beyond September 30, 2013, Sawyer's Walk shall have the right to request that the CRA pay to Sawyer's Walk all or a portion of the Incremental TIF generated by the Project after September 30. 2013, which request shall be treated like that of 'any other property owner within the CRA Redevelopment Area. The Executive Director shall present such request to the CRA Board for consideration with the recommendation that the Executive Director deems appropriate Lznder the circumstances. The CRA Board shall not be obligated to approve the 'request or be under any obligation to Sawyer's Walk as a result of the payment of the Incremental TIF to Poinciana and Sawyer's Walk prior to September 30, 2013. 8.5. Subordination of Incremental TIF. Sawyer's Walk acknowledges and agrees that the obligation of the CRA to make the Payments to Sawyer's Walk contemplated by Section 8.1 of the Agreement are junior and subordinate to the obligations of the CRA to pay debt service with respect to the $11,500,00.00 City of Miami, Florida, Community Redevelopment` Revenue Bonds, Series 1990, the obligations of the CRA with respect to the Grand Central Project, and the obligations of the CRA to pay debt service on any bonds issued in the future by the CRA or the City on the CRA's behalf. The CRA covenants and agrees that the debt service coverage ratio on ;any new bonds issued in the future by the CRA or the City on the CRA's behalf, which are secured by tax increment funds based upon the estimated tax increment funds shall not exceed One Hundred Twenty -Five Percent (125%). Under no circumstances shall the CRA be obligated to make payments to Sawyer's Walk from its general revenues or any Other sources if tax increment revenues are unavailable after the CRA makes all required payments under any obligations which are senior to the Incremental TIF. 8.8. Proposed Use of Incremental TIF. Within thirty (30,) days of the Effective Date, Poinciana and Sawyer's Walk shall deliver to the (RA and the City a detailed explanation of their proposed use of the Incremental TIF (the "Proposed TIF Use") together with an opinion letter (the "Attorney Opinion Letter") from an attorney licensed to practice in the State of Florida stating that the Proposed TIF Use is a permissible expenditure under all aj plicable laws governing the use of the tax increment funds, The CRA and the City shall have One Hundred (100) days from the Effective Date of this Agreem';ent (the "TIF Period") to analyze the Proposed TIF Use, to consult with the County regarding the Proposed TIF Use, and to obtain a letter from the Office of the County Attorney (the "County Letter") indicating whether the Propo 5ed TIF 20 4IV-e Use is a permissible expenditure under all applicable laws governingthe use of the incremental TIF. If the City Attorney is not satisfied that the Proposed TIF Use is a permissible expenditure under all applicable laws, irrespective of the content of the County Letter, if the CRA and the City are able to obtain the County Letter, the CRA and the City shall give Poinciana and Sawyer's Walk written notice that the City Attorney does not agree that the Proposed TIF Use is a permissible expenditure under applicable laws prior to the expiration of the TIF Period, in which event Sawyer's Walk shall have no right to use all or any portion of the Incremental TIF. In such event, the sole remedy to Poinciana and Sawyer's Walk shall be to terminate this Agreement on or before the expiration of the Inspection Period. If Poinciana and Sawyers Walk do not terminate this Agreement during the Inspection Period, the CRA shall: be under no obligation to make the Incremental TIF available to Sawyer's Walk as contemplated by this Section 8, unless there is a change in the law or Poinciana and Sawyer's Walk propose an alternative Proposed TIF Use and sudh change or alternative Proposed TIF Use is acceptable to the City Attorney and the City Attorney renders an opinion to the CRA that the Proposed TIF Use is a permissible expenditure under applicable laws. 8.7. In the event the City Attorney concludes that the Proposed TIF Use is not a permissible expenditure under the applicable laws, sci that the Incremental TIF shall not be made available to Sawyer's Walk, Poinciana, Sawyer's Walk, the City and the CRA agree to utilize their good faith', efforts to identify other sources of funds that may be available to fund or finance the garage structures to be developed as part of the Project, with no guaranty that any other funding sources will be identified or committed to the Proje''ct by the City and the CRA. 8.8. Change in Use of Incremental TIF. Sawyer's Walk Ii'shall not be permitted to change the Proposed TIF Use without the consent of the Executive Director and the City Attorney, which consent shall not be, granted unless the City Attorney is satisfied that the new use proposed for the Incremental TIF is a permissible expenditure under applicable laws governing the use of tax increment funds. 8.9. Indemnification. Sawyer's Walk covenants and agrees to indemnify, defend and hold the CRA harmless from any loss or damagethat the CRA may sustain, including attorney fees and costs, as a result of th'.e actual use of the Incremental TIF differing from the Proposed TIF Use, as such use may be modified in accordance with Section 8.7 of the Agreement. 9. OMBUDSMAN. The parties recognize complexities associated with the establishment of the Development Plan. It is also acknowledged that the MUSP Approval and the other governmental approvals required in connection with the Development Plan, as well as submission and approval of 21 • building plans for the purpose of obtaining building permits; for the Development Plan, involves many departments and governmental agencies_ In order to assist in expediting the process, the City shall designate an employee who is knowledgeable about the approvals process within the City tip serve as an ombudsman (the "Ombudsman") for the purpose of assisting in the expediting of the processing of all applications filed with the City by, Sawyer's Walk with respect to the Development Plan. The City will establish a reasonable level of authority in the Ombudsman so that this person has the ability to serve in the role of expediter, with the ability to communicate with the necessary departments and officials, and with Sawyer'; Walk's representatives in an attempt to expedite the approval process. 10. SALE OF FEE SIMPLE INTEREST. 10.1. Receipt of Proposal. Sawyer's Walk has made a proposal to the CRA to purchase the fee simple interest of the CRA in the Real Property, subject to the terms of the Restated Poinciana Lease, The CRA. covenants and agrees. after the Effective Date of this Agreement, to solicit proposals to acquire the fee simple interest of the CRA in the Real Property, subject to the; terms of the Restated Poinciana Lease (the "Fee Simple Interest"). Subject to the requirements of applicable laws, the CRA covenants and agrees to solicit proposals to acquire the Fee Simple Interest within thirty (30) days after the Effective Date of this Agreement. The CRA will utilize its good faith sfforts to complete the process of analyzing the proposals received with respect 0 the Fee Simple Interest, or reject all proposals, within ninety (90) days after the Effective Date of this Agreement. 10.2. No Commitment to Sawyer's Walk. Sawyer's Walk and Poinciana acknowledge that the CRA has made no commitment whatsoever to Sawyer's Walk and Poinciana with respect to the sale of the Fee: Simple Interest beyond agreeing to solicit proposals and no commitment to Sawyers. Walk or Poinciana should be inferred by the inclusion of this Section 10 in this Agreeme nt. 10.3. Resection of Proposals. Poinciana and Sawyers Walk acknowledge and agree that CRA has the right to reject all proposrls with respect to the sale of the Fee Simple Interest and the selection of a proposal, if any, is subject to the approval of the CRA Board. 10.4. Award Contingent on Execution of Restated Poinciana Lease. Notwithstanding any decision by the CRA Board to accept a proposal to acquire the Fee Simple Interest, such transaction shall not occur until the execution of the Restated Poinciana Lease and if the Restated Poinciana Lease is not executed for any reason whatsoever, the CRA shall not be obligated to complete the transaction contemplated by the proposal. All proposals Shall be 22 required to be expressly subject to the execution of the Restated Lease. Poinciana 10.5. Payments under the Restated Poinciana Lease. It is specifically acknowledged that any conveyance of the Fee Simple Interest shall occur after the payment of rent due upon execution of the Restated Poinciana Lease and the CRA sliall retain all right with respect to such payment, and the CRA shall retain all rights with respect to the Subsidized Units, as hereinafter defined, which Subsidized Units are to be conveyed to the CRA pursuant to the Restated Poinciana Lease. 10.6. Covenant. Any conveyance of the Fee Simple Interest by the CRA shall be expressly subject to that certain covenant in the form of - Exhibit "0" attached hereto and made a part hereof (the "Covenant"). 10.7. Governmental Function of CRA. Poinciana and Sawyer's Walk acknowledge that the CRA shall undertake actions in connection`'` with the Fee Simple Interest in accordance with the established requirements of state law. Nothing in this Agreement is intended to limit or restrict the power and the responsibility of the CRA against such application by virtue of being a party to this Agreement. The parties further acknowledge that the proceedings with respect to the Fee Simple Interest shall be conducted openly, fairly arld in full accordance with all applicable laws. Nothing contained in this Agreement shall entitle Poinciana and/or Sawyer's Walk to compel the CRA to take any action with respect to Fee Simple Interest. 11. CHALLENGES. 11.1. Challenge. In the event that any person or entit}' files a challenge (the "Challenge") with respect to (i) this Settlement Agreement; (ii) the Restated Poinciana Lease; (iii) the proposed execution of the Restated. Poinciana Lease between the CRA and Sawyer's Walk; (iv) the solicitation of proposals regarding the Fee Simple Interest; (v) the selection of a proposal regarding the Fee Simple Interest; (vi) the Proposed TIF le; or any of the foregoing, either judicially or administratively prior to the Lease Delivery Date, and such Challenge is not dismissed within sixty (60) days of filing, or if more than one Challenge is flied, all Challenges are not dismissed within One Hundred Twenty (120) days from the filing of the first Challenge, any of the parties to this Agreement shall hY aye the right to terminate this Agreement by written notice to the other parties to this Agreement, in which event this Agreement shall be of no further force and effect and the parties shall be released from any further obligations under this Agreement, except for the obligations that expressly survive the termination of this Agreement, unless the City and the CRA elect to proceed in accordance with Section 2.5 of this Agreement. In the event of a termination of this Agreement, if the City and the 92 CRA elect not to proceed in accordance with Section 2.5, Poinciana, awyer's Walk. the CRA and the City shall not be deemed to have waived any of their rights, claims or defenses associated with the Poinciana Litigation or the Sawyer's Walk Litigation. 11.2. No Liability. Poinciana and Sawyer's Walk acknowledge and agree that the CRA and the City shall have no liability whatsoever to Poinciana and Sawyer's Walk in connection with any Challenge and Poinciana and Sawyer's Walk hereby forever waive and release the CRA and the City from any liability whatsoever, now or hereafter arising in connection With any Challenge and covenant and agree not to initiate any legal proceedings against the City and/or the CRA in connection with any Challenges. 11.3. Waiver of Claim. Poinciana and Sawyer's Walk waive any and all claims which they now have or may hereafter have against the CRA and/or the City as a result of any Challenge, and Poinciana and Sawyer's Walk acknowledge and agree to assume the risk of any Challenge to the extent that they do not elect to terminate this Agreement as provided in Section 11.1 above. Under no circumstances shall Poinciana or Sawyer's Walk be entitled to any recovery with respect to any claims or any cause of action against the City or the CRA resulting from any Challenge, all such claims being expressly/, waived by Poinciana and Sawyer's Walk. 12. DEVELOPMENT PLAN. 12.1: Preliminary Development Plans. Sawyer's Walk intends to construct approximately one thousand fifty (1,050) residential units on the Real Property (collectively, the "Residential Units") 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 UnitA 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 substantially in accordance with the preliminary plans attached hereto as Exhibit "P" (the "Preliminary Development Plans"). Sawyer's Walk intends that the Residential Units will be primarily for sale with the possibility of some rental units with the sales prices initially intended to be within the One Hundred Thirty Thousand and No/100 Dollars ($130,000.00) to Three Hundred Thousand and No/100 Dollars ($300,000.00) price range, excluding Live/Work Units. Sawyer's Walk contemplates completing the Project within five (5) years from the Effective Date. 12.2. Detailed Development Plan. Within one hundred and twenty (120) days from the Effective Date, Sawyer's Walk shall submit to the Executive Director for review and approval a detailed plan for the entire Project which shall be substantially consistent with the Preliminary Development 24 Plans (the "Detailed Development Plans") which shall include, without limitation, the following: (i) site plan for the entire Project; (ii) a block by block breakdown of the Project, including, without limitation, the number;;, type, style and size of the units to be constructed in each block; (iii) a phasing Plan for the Project; (iv) a project schedule for the overall Project; (v) a project schedule with respect to each phase of the Project; (vi) a break down of the Affordable Units, as hereinafter defined, and Subsidized Units, as hereinafter defined, to be included in each phase of the Project, which shall include a breakdown of the square footage and unit mix of the Affordable Units and Subsidized Units. The Detailed Development Plans shall reflect that Phase I, as defined; in Section includes all of the Reverter Property. 12.3. Approval by CRA. All aspects of the Detailed Development Plans, including, without limitation, the unit mix, the Project design, the phasing plan and the proposed project schedule, shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld provided that the Detailed Development Plans are consistent ! with the Preliminary Development Plans, consistent with the proposedl amended redevelopment plan for the GRA Redevelopment Area currently being finalized for the CRA (the "CRA Development Requirements") and comply with the requirements regarding the Affordable Units and Subsidized Units. The parties agree to use reasonable, good faith efforts to agree on the' necessary rriodifications to the Detailed Development Plans to satisfy the requirements of the Executive Director. Sawyer's Walk shall provide to the Executive Director such additional backup information as the Executive Director may reasonably request to enable the Executive Director to analyze all aspects of the Project, including but not limited to, the phasing plan, the project schedule for the entire Project, the project schedule for each phase of the Projecti, and the affordable housing component of the Project. The Executive Director 'shall have fifteen (15) days after receipt of the Detailed Development Plans t'o approve same. In the event of disapproval, the Executive Director shall specify tie specific reasons for such disapproval. In the event of disapproval,; Sawyer's Walk shall modify the Detailed Development Plans, as appropriate, to address the comments and concerns of the Executive Director and to insure that the Detailed Development Plans comply with the CRA Development Requirements. Any resubmission shall be subject to approval by the Executive Director in accordance with the procedure outlined above for the original submission until same is approved by the Executive Director, The Executive Director and Sawyer's Walk shall in good faith attempt to resolve any disputes regarding the Detailed Development Plans. If the Executive Director has rejected the Detailed Development Plans three (3) times, Poinciana and Sawyer's Walk may elect to submit any dispute regarding the approval of the Detailed Deueloprnent Plans to the CRA Board for resolution. The Detailed Development Plans, as approved by the Executive Director, shall mean the "Development Plan". 25 12.4. Failure to Respond. In the event the Executive Director fails to approve or disapprove the Detailed Development Plans within fifteen (15) days of receipt, such failure to respond shall automatically extend the time frame for submission of the MUSP Application to the City and the outside date in Section 19.2 and 20.2 one day for each day of delay until the Executive Director approves or disapproves the Detailed Development Plans. 12,5. Development Requirements. Sawyer's Walk will be required to develop the Project substantially in accordance with the Development Plan. Any variations to the Development Plan shall 'require the approval of the Executive Director, which approval shall not be unreasonably withheld or delayed, provided the same are in accordance with the spirit and intent of the Development Plan and in accordance with the CRA Development .Requirements. The Development Plan shall be incorporated into the Restated Poinciana Lease. 12.6. Development Time Frame. 12.6.1. Project Schedule. Sawyer's Walk; shall be required to develop the Project in accordance with the project schedule which is incorporated into the Development Plan (the "Project Schedule'') Subject to extension as a result of Unavoidable Delays, as defined in the Restated Poinciana Lease. 12.6.2. County Settlement. Sawyer's Walk shall be required to develop the Reverter Property as part of Phase i of the Project prior to commencing development on any other portions of the Project. 13. DEVELOPMENT AND FINANCIAL APPROVALS, 13.1. Phase I. Sawyer's Walk and the CRA contemplate that the first phase of the Project, to be identified by Sawyer's Walk in the', Detailed Development Plans, shall contain approximately four hundred (400) units ("Phase I"). Prior to the Lease Delivery Date, Sawyer's Walk shall submit to the Executive Director for review and approval, which shall not be unreasonably withheld, the following: 13.1.1. Budget. A detailed budget reflecting ! all hard and soft costs anticipated to be incurred by Sawyer's Walk in connection with the development of Phase I (the "Phase I Budget"). 13.1.2. Plans and Specifications. The proposed plans and specifications for all units comprising Phase I which shall be completed in accordance with the Development Plan and MUSP Approval and which shall be of sufficient detail to apply for a building permit with respect to all units comprising Phase I (the "Phase I Plans and Specifications"). 26 13.1.3. Protect Team_ The names, together with background information, with respect to all proposed members of the development team for Phase I (the "Development Team"), including without limitation, the architect, the structural engineer, the civil engineer, and the general contractor for Phase I. The Executive Director nay withhold approval with respect to (i) an individual who has committed a material broach or any material contract with the City and/or the CRA; (ii) has been convicted of any criminal felony within the immediate preceding ten (10) years; (iii) has a widespread reputation, as evidenced by newspaper articles or other media reports of mainstream press which are not subsequently retracted, for corruption or unlawful business dealings; or (iv) is on any terrorist list. 13.1.4. Construction Contract. The Construction Contract for Phase I (the "Construction Contract"), together with the "schedule of values"' for Phase I, which shall include the obligation of the general contractor to comply with the minority participation requirements set forth in Section 15.2,1 of this Agreement. 13.1.5. Construction Schedule_ A detailed schedule for development and construction of Phase I (the "Phase I Construction Schedule"). 13.1.6. Payment and Performance Bonds. The Payment and Performance Bonds in the amount equal to one hundred percent (100%) of the hard construction costs for Phase I which shall name the CRA as a dual obligee. The forms of Payment and Performance Bonds shall be issued by a surety haying a credit rating of "A" or higher with a financial strength of X or higher (the "Payment and Performance Bonds") and shall be approved by the Executive Director and the City Attorney. 13.1.7. Minority Participation. Evidence of compliance with the minority participation goals under Section. 15.2.1, 15.2.2 and 15.2.4 with respect to architectural services, construction services and marketing staff. 13.1.8. Loan Commitment. Sawyer's Walk shall have provided the Executive Director with a loan commitment from a financial institution evidencing that Sawyer's Walk has obtained a construct ion loan commitment for the development of Phase I (the "Loan Commitmeni") which shall be in form and substance acceptable to the Executive Director. 13.1.9. Ectuity. Sawyer's Walk shall have provided the Executive Director with evidence reasonably satisfactory to the Executive Director that Sawyer's Walk has sufficient equity available to meet the equity requirement of the Loan Comrnitnient. • 27 s • 14. AFFORDABLE HOUSING. 14.1. Affordable Housing Requirement. Sawyer's Walk shall sell not less than twenty percent (20%) of the Residential Units comprising the Project (the `Affordable Units") to: (a) qualified buyers whose gross income is between 80.01% and 120% of the Miami -Dade County mean income at a purchase price which will enable the purchaser to have a housing debt ratio of not greater than thirty-five percent (35%) and a gross income to total debt ratio of less than forty-five percent (45%) and to a purchaser who has a total net worth not to exceed Fifty Thousand and no/100 Dollars ($50,000.00) as set forth in Section 14.9: or (b) to purchasers whose gross income is between 0,01% and 120% of the Miami -Dade County mean income and who qualify for SHIP Funds, as hereinafter defined, HOME Funds, as hereinafter defined, Surtax Funds, as hereinafter defined, and/or any similar federal, state or countyl programs available for affordable housing, pursuant to the applicable criteria for whatever loan program is used to finance the acquisition oil the unit (collectively the "Affordable Housing Requirement"), None of the Live/Work Units shall be Affordable Units; however, the Live/Work Units shall be included in the total number of Residential Units which is utilized to calculate the number of Affordable Units that Sawyer's Walk is required to provide. By way of example, if the Project includes 1050 Residential Units, including 1-0 Live/Work Units, Sawyer's Walk shall be required to provide 210 Affordable Units notwithstanding the fact that none of the Live/Work Units shall be designed as Affordable Units. The Affordable Units which are sold'! to satisfy the Affordable Housing Requirement shall be reasonably distributed in each block comprising a portion of the Project and shall be identified in thfi Detailed Development Plans submitted to the CRA for approval and shall be comprised of a mix virtually identical to the unit mix (based upon the number of bedrooms, type of units and square footage of the smallest of the market rate units of that unit type provided that the market rate units comprise not less than 50% of the unit type of that size) of the respective Residential Units, excluding the Live/Work Units, which are to be sold at market rates in each block of the Project and which shall in all other respects be completed! with the same fit and finish as the other units in such block of the Project which are to be sold at market rates. Sawyer's Walk shall be required to satisfy the Affordable Housing Requirement notwithstanding the unavailability of governmental subsidies. Sawyer's Walk acknowledges and agrees that Sawyer's Walk is required to satisfy the Affordable Housing Requirement irrespective of Sawyer's Walk's ability to obtain Miami -Dade County surtax funds ("Surtax Funds"), Community Development Department funds ("HOME Funds") and/or State Housing Incentive Program ("SHIP Funds"). Sawyer's Walk further acknowledges that the City and the CRA have made no representations to Sawyer's Walk regarding the availability of housing subsidy funds including Surtax Funds, HOME Funds, SHIP Funds or other sources of funds and Sawyer's Walk assumes the risk as to whether housing subsidies will 28 be available for the Project, Units sold to Overtown Residents, as :hereinafter defined, shall be deemed to comply with the Affordable Housing Requirement. 14.2. Subsidized Units. Sawyer's Walk shall construct fifty (50) units as part of the Project, comprising a portion of the Affordable Units included in the Affordable Housing Requirement, comprised of a Mix of units virtually identical to the unit mix (based upon the number of bedrooms, type of unit, and square footage of the smallest of the market rate units of that unit type provided that the market rate units comprise not Iess than 50%flof the unit type of that size) of the respective Residential Units, excluding the; Live/Work Units, which are to be sold at market rates in each block of the Project, which Subsidized Units are to be conveyed to the CRA, or its designee, upon completion of construction of the prospective phase of the Project and which units are to be resold by the CRA, or its designee, to qualified purchasers whose gross income is not greater than eighty percent (80©la) of the Miami -Dade County median income (the "Subsidized Units") or (b) a purchase price which qualifies for use of SHIP Funds, HOME Funds, Surtax Funds, and/or any similar federal, state or County programs available for affordable housing, pursuant to the applicable criteria for whichever loan program is 'utilized to finance the acquisition of the unit. The Subsidized Units conveyed b' Sawyer's Walk to the CRA, or its designee, shall be deemed to comprise a portion of the Affordable Units and shall in all respects be identical to the Affordable Units and shall in all respects be completed with the same fit and finish as the other Residential Units in such block of the Project which are to be sold at market rates, 14,3. Implementation. Sawyer's Walk agrees to (i) engage an affordable housing consultant, which consultant shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld or delayed, to assist Sawyer's Walk in implementing a program to comply with the Affordable Housing Requirement; and (ii) retain a full-time recruiter; and loan processor to identify and qualify potential purchasers of the Affordable Units to be sold by Sawyer's Walk and Subsidized Units to be sold by the CRA, or its designee, and implement the program developed by Sawyer's Walk to satisfy the Affordable Housing Requirement until Sawyer's Walk's obligations regarding the Affordable Housing Requirements have been satisfied. 14.4. Housing Subsidies. The CRA covenants and agrees to utilize its good faith efforts to obtain Surtax Funds, HOME Funds, SHIP Funds and other housing assistance with respect to the Subsidized Units. 14.5. Assistance Program. The CRA agrees to work with the Collins Center, the Knight Foundation and other not -for -profit organizations to develop a program to make the Subsidized Units viable. 29 Or, 14.6. Affordable Units. Sawyer's Walk shall first offer the Affordable Units to residents of the area of the City of Miami which is more particularly described in Exhibit "Q", attached hereto and incorporated herein (the "Overtown Area"), and then to other residents of the City prior to making the Affordable Units available to other residents of Miami -Dade County.: 14.7. Overtown Residents. The CRA, or its designee, shall first offer the Subsidized Units to existing residents of the Overtown Area and then to former Overtown Residents, before offering the Subsidized Units to other residents of the City of Miami, 14.8. Intentionally Deleted. 14.9. Reporting Requirements and Compliance. 14.9.1. Affordable Housing Reports. From and after the issuance of the first certificate of occupancy for any Residential Unit comprising a portion of the Project until the satisfaction of the Affordable Housing Requirement, Sawyer's Walk shall be required to submit to the Executive Director on an annual basis, phase by phase reports evidencing compliance with the Affordable Housing Requirement (the "Affordable Housing Reports"). The Affordable Housing Reports shall consist of a certificatiox to the CRA from the financial institution that performed the underwriting with respect to the Affordable Unit which shall include the following: (A) Purchaser of an Affordable Unit not utilizing SHIP Funds, HOME Funds or Surtax Funds: i. certification that the income for the purchaser £or the previous six (6) months is less than the ma*ium income threshold. ii. the total net worth of the purchaser does not exceed Fifty Thousand and no/100 Dollars ($50,000.00) inclusive of all gifts. iii. there are no financial guarantees or other independent support for the loan. iv. the purchaser is not the beneficiary of any trust. v. that the purchase price will enable the purchaser to have a housing debt ratio of not greater than thirty-five percent (35%) and a gross income to total debt ratio of less than forty-five percent (45%). 30 • (B) Purchaser's utilizing SHIP Funds, HOME Funds nd/or Surtax Funds certification that the income for the purchaser for the previous six (6) months is less than the ;maximum income threshold. ii. that the purchaser has satisfied the criteria' for SHIP Funds, HOME Funds, Surtax Funds and/Or similar federal, state or county programs available for !affordable housing, as applicable, with respect to the financing of the acquisition of the unit. 14.9.2. Disputes. To the extent of any disputes between Sawyer's Walk and the Executive Director with respect to whether the purchasers of the units meet the applicable requirements of Sections I1.4.1, 14.2 and this Section 14.9, the dispute will be submitted to arbitration for resolution, which resolution shall be binding on the parties. 14.10. Penalties for Non -Compliance. To the extent that Sawyer's Walk fails to comply with the Affordable Housing Requirement on a phase by phase basis as determined in accordance with Section 14.9 above, then in such event, Sawyer's Walk shall pay to the CRA, as a penalty for non-compliance with the Affordable Housing Requirement with respect to each compa able unit required to bring Sawyer's Walk into compliance, one hundred t Tenty-frve percent (125%) of the difference between the average sales price thatSawyer's Walk is currently offering the applicable unit for sale to the generalpublic of the type unit(s) in question, less the maximum purchase price that a purchaser earning one hundred percent (100%) of the Miami -Dade County mean income would be able to pay for such a unit at a purchase price which will enable the purchaser to have a housing debt ratio of not greater than thirty-five percent (35%) and a gross income to total debt ratio of less than forty-five percent (45%) and to a purchaser with a total net worth not to exceed Fifty Thousand and no/100 Dollars ($50,000.00) as set forth in Section 14.9 (e.g., the average sale price for a two bedroom unit less the maximum price that a purchaser whose gross income is one hundred percent (100%) of the Miami•Dade County mean income would be able to pay for a two bedroom unit at a purchase price which will enable the purchaser to have a housing debt ratio of not greater than thirty-five percent (35%) and a gross income to total debt ratio of less than forty-five percent (45%) and to a purchaser with a total net worth not to exceed Fifty Thousand and no/100 Dollars ($50,000.00) as set forth in Section 14.9 mutiplied by one hundred twenty-five percent (125%)), but in no event less than Twenty Thousand and No/00 Dollars ($20,000.00) per unit. The penalty with respect to any phase of the Project shall be due and payable one hundred 31 40 • eighty (180) days after the issuance of a temporary certificate of occupancy for the last Residential Unit included in the applicable phase. 14.11. Deed Restrictions. All of the Affordable Units, other than the Subsidized Units, shall be conveyed subject to a deed restriction which will restrict the ability to sell the units except to a purchaser who meets the Affordable Housing Requirements of Section 14.1 and 14.9, as applicable, for a period of ten (10) years from the date of closing of each respective unit (the "Deed Restriction"). Any violation of the Deed Restriction shall require the purchaser to pay to the CRA, or its designee. Twenty Thousand and; Nof100 Dollars ($20,000.00) as a result of the violation of the Deed Restriction. The CRA agrees to impose the same Deed Restriction, which will restrict the ability to sell the Subsidized Units except to a purchaser who meets the Affordable Housing Requirements of Sections 14.2 and 14.9, as applicable, for a period of ten (10) years from the date of closing of each respective unit. The Deed Restriction shall provide that any violation of the restriction shall require the purchaser to pay to the CRA, or its designee, Twenty Thousand and No/100 Dollars ($20,000.00) as a result of the violation of the Deed Restriction. 14.12. Overtown Residents. Sawyer's Walk shall utilize fits best efforts to sell twenty percent (20%) of the units comprising the Project to residents of the Overtown Area or former residents of the Overtown Area or their family members (collectively "Overtown Residents") at market! rates. Sawyer's Walk shall utilize real estate professionals as well as corninunity based organizations such as churches and community development corporations (collectively "CBO") located within or concentrated on serving the Ovrtown Area to identify Overtown Residents. Any Overtown Residents, as certified by a CBO, or who are otherwise established to the reasonable satisfaction; of the Executive Director to be Overtown Residents based upon school records; birth records, tax records or other documentation, who purchase a unit shall be counted as complying with the Affordable Housing Requirement - . notwithstanding that the criteria for Affordable Housing has not been complied with. The provisions of Section 14.11 shall not apply to the sale of any units to Overtown Residents. 14.13. Prosperity Based Initiative. In connection with the; sales and marketing of the Units, Sawyer's Walk covenants and agrees to utilize its best efforts to work with African American realtors to reach out and market the Project to African Americans to relocate to the Overtown community. This effort shall include the sale of Affordable Units as well as market rate units to African Americans. 15. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY. 32 15.1. Minority and Women Participation and Equal Opportunity. Sawyer's Walk agrees that it will: (i) Take definitive action in the recruitment, advertising and to attract and retain minority and female contractors and subcontractors; (ii) Provide a reasonable opportunity in the recruitment, advertising and hiring of professionals, contractors and subcontractors residing within the CRA Redevelopment Area and within the City of Miami; (iii) Take reasonable definitive action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans andl disability status; (iv) Maintain equitable principles in the recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compensation and all other terms, conditions and privileges of employment; (v) Monitor and review all personnel practices to guarantee that equal opportunities are being provided to all employees regardless of race, color, place of birth, religions, national origin, sex, age, marital status, veterans and disability status; (vi) Post in conspicuous places, availability to employees and applicants for employment, notices in a form to be provided to the Executive Director, setting forth the non- discrimination clauses of this Section 15.1; and (vii) In all solicitations and advertisements for employment placed by or on behalf of Sawyer's Walk, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin. 15.2. Participation Requirements. 15.2.1. Construction. Sawyer's Walk agrees :o comply with the following minority and female participation requirements (the "Minority Participation Requirements') with respect to construction: 28% Black participation 8% Female participation 15% Hispanic participation 15.2.2. Design, Sawyer's Walk agrees to comply with the following minority and female participation requirements with respect to design: 33 10% Black participation 5%© Female participation 10% Hispanic participation 15.2.3. Property Management. Sawyer's Walk agrees to comply with the following minority and female participation requirements with respect to property management: 28% Black participation 8% Female participation 15% Hispanic participation 15.2.4. Sales and Marketing. Sawyer's Wale agrees to comply with the following ninority participation requirement with (respect to its sales and marketing staff: 20% Black participation 15.3. Report Requirements. The Restated Poinciana Lease shall require that Sawyer's Walk provide on an annual basis such documentation as the Executive Director may reasonable request to evidence compliance with the Minority Participation Requirements with respect to each of the categories described in Section 15.2 during the preceding year (the "Minority Participation Reports") on a phase by phase basis. To the extent of any disputes between Sawyer's Walk and the Executive Director with respect to the compliance with the Minority Participation Requirements, the dispute shall be submitted to arbitration for resolution, which resolution shall be binding upon the parties. 15.4. Penalties for Non -Compliance. To the extent that', Sawyer's Walk fails to comply with the Minority Participation Requirements on a phase by phase basis in each of the categories described in Section 15.2,', Sawyer's Walk shall pay to the CRA as a penalty Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the requirements set; forth in Section 15.2.1, 15.2.2, 15.2.3, and 15.2.4 in each respective category !Sawyer's Walk fails to meet the applicable Minority Participation Requirement (the "Non -Compliance Funds"). The Non•Compliance Funds shall be calculated by the Executive Director and shall be due within thirty (30) days from the date of Sawyer's Walk's receipt of written statement from the Executive . Director stating the amount of Non -Compliance Funds due. To the extent of any dispute between the Executive Director and Sawyer's Walk with, respect to compliance with the Minority Participation Requirements, the dispute shall be submitted to arbitration for resolution, which resolution shall be binding upon the parties. The CRA covenants and agrees to utilize any Non -Compliance Funds paid to CRA pursuant to this Section for a job training program for residents of the CRA Redevelopment Area. 34 15.5. Impossibility to Perform. Sawyer's \Talk acknowledges that the Minority Participation Requirements are mandatory requirements and not an obligation to utilize best efforts. In the event that Sawyer's Walk, in good faith, believes that it is impossible to satisfy some or al1 of the Minority Particip.ation Requirements for any phase as a result of there not being a sufficient number of minority and female job candidates available to comply with the Minority Participation Requirements, Sawyer's Walk may request that the City Manager reduce the applicable Minority Participation Requirements, in the applicable category, for that respective phase provided that Sawyer's Walk is able to provide to the City Manager irrefutable evidence that there was not a sufficient number of minority and/or female job candidates available to comply with the applicable Minority Participation Requirements. The decision of the City Manager shall be binding on Sawyer's Walk and theCRA with respect to the phase in question. 16. FIRST SOURCE HIRING AGREEMENT. Simultanebbusly with the execution of the Restated Poinciana Lease, Sawyer's Walk and the CRA shall execute a First Source Hiring Agreement in the form of Exhibit "R" attached hereto (the "First Source Hiring Agreement"). 17. EMPLOYMENT TRAINING PROGRAM. 17.1. Construction. Sawyer's Walk, in coordination with the South Florida Work Force or such similar entity involved in job creation and training, shall participate in an existing program or establish a "Skills Training and Employment Program" at or near the Project which shall provide for training of construction personnel for residents in the CRC. Redevelopment Area and in the City. Sawyer's Walk shall submit the detailed plan for the Skills Training and Employment Program to the Executive Director for his review and approval within sixty (60) days from. the Effective Date. The Executive Director shall not unreasonably withhold his consent to the. plan for the Skills Training and Employment Program proposed by Sawyer's Walk provided that the plan contemplates a training program for advancement of skills for construction personnel at the Project which shall include without limitation, a curriculum for safety, fundamental skills for untrained workers, advanced skills for trained workers, additional skills for certificates in alternate trades and management of construction operations. Sawyer's Walk shall be required to comply with the terms and provisions of the Skills Training and Employment Program as approved by the Executive Director. 17.2. Property Management. Sawyer's Walk, in coordination with the South Florida Work Force or such similar entity involved in job creation and training, shall participate in an existing program or establish a ``Property Management Training and Employment Program" at or near the Project which shall provide for training of property management personnel for residents in 35 the CRA Redevelopment Area and in the City. Sawyer's Walk shall submit the detailed plan for the Property Management Training and Employment Program to the Executive Director for his review and approval within sixty (60) days from the Effective Date. The Executive Director shall not unreasonably withhold his consent to the plan for the Property Management Training and Employment Program proposed by Sawyer's Walk provided that the plan contemplates a program for participants within the program to advance to more sophisticated positions within the property management field during the course of completion and operation of the Project. Sawyer's Walk shall be required to comply with the terms and provisions of the Property Management Training and Employment Program as approved by the Executive Director. 17.3. Professionals_ Sawyer's Walk shall utilize its best efforts to employ African American and other minorities to provide professional services to Sawyer's Walk in connection with the Project, including, without (limitation, lawyers and accountants. Sawyer's Walk shall utilize its best efforts to cause existing professionals employed by Sawyer's Walk to joint venture with African Americans and other minorities to expand minority participation in the Project in connection with the provision of professional services. 18. SALES TRAILER AND MARKETING ACTIVITIES. 18.1. Sales Trailer. The CRA and Sawyer's Walk will enter into a revocable license agreement (the "Trailer License") which will permit Sawyer's Walk to maintain a sales trailer and signs on a portion of the Real Property to be agreed upon between Sawyer's Walk and the Executive Director. The Trailer License shall be in the form of Exhibit "S" attached hereto and made a part hereof and shall be cancelable by the GRA at any time upon thirty (30) day prior written notice to Sawyer's Walk. The Trailer License shall be executed by Sawyer's Walk and the Executive Director on behalf of the CRA at such time as Sawyer's Walk has submitted the MUSP Application to the City for approval._ 18.2. Marketin . From and after the date that Sawyer's Walk has submitted the MUSP Application to the City for approval, Sawyer's Walk may, at its sole cost and expense, (i) place signage on the Real Property at such locations as the Executive Director may approve; and (ii) engage in marketing activities for the Project, provided that all such signage and marketing activities shall comply with all applicable building and zoning codes and provided the Executive Director has approved all marketing material, which approval shall not be unreasonably withheld. In the event that this Agreement is terminated prior to the Lease Delivery Date, Sawyer's Walk shall promptly remove all signage from the Real Property. 36 • 19. POINCIANA/SAWYER'S WALK CONDITIONS PRECEDENT. 19.1. The obligations of Poinciana and Sawyer's Walk,! under the terms and provisions of this Agreement, are subject to the satisfaction or waiver by Poinciana and Sawyer's Walk of the following conditions precedent (the "Poinciana/Sawyer's Walk Conditions Precedent"): 19.1.1. Sawyer's Walk shall have obt;krined all approvals required from the County pursuant to the terms of the County Settlement. 19.1.2. Sawyer's Walk shall have obtained all approvals required by the County under the terms of the Interlocal Agreement. 19.1.3. Sawyer's Walk shall have obtained the IVIUSP Approval which shall be final and not subject to appeal. 19.2. In the event all of the Poinciana/Sawyer's Walk Conditions Precedent have not been satisfied or waived by Poinciana and Sawyer's Walk on or before the date specified in Section 19.1 above or, if no date is specified, on or before March 15, 2006, then Poinciana and Sawyer's Walk may terminate this Agreement by providing written notice to the CRA and the City on or before March 15. 2006, in which event Escrow Agent shall return the Deposit to Poinciana and Sawyer's Walk and this Agreement shall terminate, and the parties shall have no further obligations under the Agreement except for the obligations which expressly survive the termination of this Agreement unless the City and the CRA elect to proceed in accordance with Section 2.''5 of this Agreement. In the event of a termination of this Agreement, if the City and the CRA do not elect to proceed in accordance with Section 2.5, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have waived any of their rights, claims or defenses associated with the Poinciana Litigation or the Sawyer's Walk Litigation. - 20. CRAJCITY CONDITIONS PRECEDENT. 20.1. The obligations of the CRA and the City to enter into the Restated Poinciana Lease and contemplate the transaction contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions precedent (the "CRA/City Conditions Precedent"): 20.1.1. The County shall have approved Sawyer's Walk under the terms of the County Settlement. 20.1.2. The County shall have approved Sawyer's Walk under the terms of the lnterlocal Agreement. 37 the Phase I Budget. 20.1.3. The Executive Director shall have approved 20.1.4. The Executive Director shall have approved the Skill Training and Employment Program. 20.1,5. The Executive Director shall have approved the Property Management Training and Employment Program. 20.1.6. The Executive Director shall hav approved the Phase I Plans and Specifications. 20.1.7. The Executive Director shall have approved the Project Team. 20.1.8. The Executive Director shall have approved the Construction Contract. 20.1,9. The Executive Director shall have approved the Phase I Construction Schedule. 20.1.10. The Executive Director shall have approved the Payment and Performance Bonds. 20.1.11. The Executive Director shall have Confirmed compliance with the minority participation goals with respect to construction for Phase I pursuant to Section 15.2.1. 20.1.12. The Executive Director shall have Confirmed compliance with minority participation goals with respect to architectural services for Phase I pursuant to Section 15.2.2. 20.1.13. The Executive Director shall have approved the Loan Commitment. 20.1.14. The Executive Director shall have confirmed that Sawyer's Walk has sufficient equity to meet the requirements under the Loan Commitment for the construction of Phase I. 20.1.15. MUSP Approval has been obtained and be final and not subject to appeal. 20.1.16. The Executive Director shall have approved the Detailed Development Plans. 38 • 20,1.1 7. The Lender under the Loan Commitment is prepared to close the construction loan with respect to Phase I in accordance with terms of the Commitment Letter. 20.1.13. The Executive Director shall have confirmed that partners comprising Sawyer's Walk are the New Sawyer's Walk Partners, as hereinafter defined. 20.2. In the event the CRA/City Conditions Precedent are not satisfied or waived by the CRA and the City on or before April 15, 2006, then the CRA and the City may either (i) terminate this Agreement in which event Escrow Agent shall return the Deposit to Poinciana and Sawyer's Walk and the parties shall be released from all further obligations under this Agreement except for the obligations under this Agreement which expressly survive the termination of this Agreement or (ii) proceed in accordance with Section 2.5 of this Agreement. In the event of a termination of this Agreement if the City and the CRA do not elect to proceed in accordance with Section 2.5, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have vs>aived any of their rights, claims or defenses associated with the Poinciana Litigation or , the Sawyer's Walk Litigation. 21. LEASE DELIVERY DATE. 21.1. Closing. The closing of the transaction contemplated by this Agreement (the "Lease Delivery Date") will occur on or before April 30, 2006, time being of the essence, provided all the CRAJCity Conditions Precedent to closing have been either satisfied or waived by the CRA and the City. On the Lease Delivery Date, the following shall occur: 21.1.1. The CRA, the City, Poinciana and Sawyer's Walk shall execute and deliver the Poinciana Stipulation, the Sawyer's Walk Stipulation, the Poinciana Order, the Sawyer's Walk Order, the Poinciana Mutual Release and the Sawyer's Walk Mutual Release. 21.1.2. Poinciana will assign to Sawyer's Walk all of its right, title and interest in the Poinciana Lease. 21.1.3, The CRA and Sawyer's Walk will execute the Restated Poinciana Lease, 21.1.4. The CRA and Sawyer's Walk will execute the First Source Hiring Agreement. 21.2. If the Lease Delivery Date does not occur on or befOre April 30, 2006, then in such event, the CRA and the City may elect either to (i) terminate this Agreement in which event the parties shall have no `. further 39 • obligations under this Agreement except the obligations which expressly survive the termination of this Agreement or (ii) proceed in accordance with Section 2.5 of this Agreement. In the event of a termination of this Agreement if the City and the CRA do not elect to proceed in accordance with Section 2.5, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have waived any of their rights, claims or defenses associated with the Poinciana Litigation or the Sawyer's Walk Litigation. 22. ASSIGNMENT OF POINCIANA LEASE. On or before the Lease Delivery Date, Poinciana shall assign to Sawyer's Walk all of its right, title and interest under the Poinciana Lease with respect to Phase II and the Sawyer's Walk Project, which assignment shall be in the form of Exhibit "T" attached hereto and made a part hereof. 23. ORGANIZATIONAL DOCUMENTS. 23.1. Poinciana. As of the Effective Date, the documents attached as Exhibit "U" hereto constitute all the existing organizational documents with respect to Poinciana and all amendments thereto, including, without limitation, all organizational documents with respect to its general partner, Indian! River. Attached hereto as Exhibit "V" is a list identifying all individuals and entities having a partnership interest in Poinciana. 23.2. Sawyer's Walk. As of the Effective Date, the documents attached as Exhibit "W" attached hereto constitute all the existing organizational documents with respect to Sawyer's Walk and all amendments thereto, including, without limitation, all organizational documents' with respect to its general partner, Indian River, Attached hereto as Exhibit "" is a list identifying all individuals and entities having a partnership interest in Sawyer's Walk (the "Existing Sawyer's Walk Partners"). The CRA hereby approves the transfer of the partnership interest in Sawyer's Walk to the New Sawyer's Walk Partners, as defined in Section 24. In addition, the New Sawyer's Walk Partners will be entering into an amended and restated partnership agreement for Sawyer's Walk in the forma of Exhibit "Y" attached hereto and made a part hereof. 24. ASSIGNMENT OF PARTNERSHIP INTEREST. The CRA acknowledges that prior to the Lease Delivery Date the Existing Sawyer'sWalk Partners will be assigning ninety five percent (95%) of their partnership interest in Sawyer's Walk to the persons and entities identified on Exhibit "Z" attached hereto and made a part hereof (the "New Sawyer's Walk Partners") with Indian River Investment Communities, Inc. retaining a five percent (5%) interest. The CRA hereby approves the transfer of the partnership interest in Sawyer's Walk to the New Sawyer's Walk Partners. No other transfer Of the 40 partnership interest in Sawyer's Walk shall be permitted without the approval of the CRA and the City. 25. REPRESENTATIONS OF CRA AND CITY OF MIAML 25.2. The CRA makes the following representations: 25.1.1. The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties and to carry on its business as presently conducted by the GRA. 25.1.2_ The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and does not and shall not conflict with or constitute a default under any indenture; agreement or instrument to which the CRA is a party or by which th'e CRA or CRA's property may be boundor affected, except for such approvals required by this Agreement. 25.1.3. This Agreement constitutes the valid and binding obligation of the CRA, enforceable against the CRA, and its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 25.2. The City makes the following representations: 25.2.1. The City is duly organized Municipal corporation, validly existing under the laws of the State of Florida and has full power and capacity to own its properties and to carry on its business as presently conducted by the City. 25.2.2. The City's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to w.hich the City is a party or by which the City or City's property may be bound or affected, except for such approvals required by this Agreement. 25.2.3. This Agreement constitutes the valid and binding obligation of the City, enforceable against the City, and its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 26. SAWYERS WALK AND POINCIANA'S REPRESENTATION'S. Sawyer's Walk and Poinciana make the following representations to the CRA and the City as follows: 41 s • 26.1. Sawyer's Walk and Poinciana are limited partnerships duly organized and validly existing under the laws of the State of Florida, and have full power and capacity to own their properties, to carry on their business as presently conducted, and to enter into the transactions contemplated by this Agreement. 26.2. Sawyer's Walk's and Poinciana's execution, delivery and performance of this Agreement have been duly authorized by all; necessary partnership actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which such entities are a party or by which they may be bound or affected. 26.3. This Agreement constitutes the valid and bindingobligation of Sawyer's Walk and Poinciana, enforceable against Sawyer's Walk and Poinciana and their successors and assigns, in accordance with their',respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 27. DEFAULT. 27.1. In the event of a default by Sawyer's Walk and Poinciana under this Agreement which is not cured within ten (10) days of written notice from the City and the CRA, or if there is any material misrepresentation by Sawyer's Walk and Poinciana contained in this Agreement, without any default of the CRA and/or the City, the CRA and the City shall, as their; sole and exclusive remedy, be entitled to retain the Deposit, as liquidated dan-ages and terminate this Agreement in which event the parties shall be released, from all further obligations under this Agreement except for the obligati'ons that expressly survive the termination unless the CRA and the City elect to proceed in accordance with Section 2.5 of this Agreement. In the event of a termination of this Agreement if the City and the CRA do not proceed in accordance with Section 2.5, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have waived any of their rights, claims or defenses associated with the Poinciana Litigation or the Sawyer's Walk Litigation. 27_2. In the event of a default by the CRA and/or the City under this Agreement which is not cured within thirty (30) days of written notice from Poinciana and Sawyer's Walk, without any default on the part of Sawyer's Walk and/or Poinciana, Poinciana and Sawyer's Walk, as their sole and exclusive remedy, shall be entitled to (i) terminate this Agreement in which event Escrow Agent shall return the Deposit to Poinciana and Sawyer's Walk and the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination unless the CRA and the City elect to proceed in accordance with Section 2.5 of this Agreement; or (ii) pursue the remedy of specific performance. Poinciana 42 • f-� • and Sawyer's Walk waive any other remedies they may have against ;the City and the CRA at law or in equity as a result of a breach of this Agreement, In the event of a termination of this Agreement, in which event the parties shall be released from all further obligations under this Agreement except: for the obligations that expressly survive the termination unless the CRA and the City elect to proceed in accordance with Section 2.5 of this Agreement. In the event of termination, if the CRA and the City do not proceed in accordance with Section 2.5 of this Agreement, Poinciana, Sawyer's Walk, the CRA and the City shall not be deemed to have waived any of their rights, claims or defenses associated with the Poinciana Litigation or the Sawyer's Walk Litigation. 28. BROKERS. The parties each represent and warrant to the other that there are no real estate broker(s), salesman (salesmen) or finder(s) invdived in this transaction. If a claim for commissions in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto ("Indenanitor"), Indemnitor shall indemnify, defend and hold harmless the other party hereunder ("Indernnitee"), and Indemnitee's officers, directors, agents and representatives, from and against all liabilities. damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels) with respect to said claim for commissions. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Paragraph shall survive the delivery of the Restated Lease and any termination of this Agreement. 29. ASSIGNABILITY. Neither Sawyer's Walk or Poinciana shall be entitled to assign its rights hereunder nor to admit any new partners, investors or other beneficial owners, except as herein provided, without the prior written consent of the CRA and the City, and such consent shall not be unreasonably withheld or delayed. 30. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: POINCIANA VILLAGE OF MIAMI, LTD. Ted Weitzel, Poinciana Village 269 NW 7th Street Miami, Florida 33136 With a copy to: William Walker, Jr., Esq. White & Case, LLP 43 200 S. Biscayne Boulevard 4900 First Union Fin. Center Miami, FL 33131.2352 With a copy to: CROSSWINDS AT POINCIANA, LLC Attention: Tirso San Jose 600 Corporate Drive, Suite 102 Ft, Lauderdale, Florida 33334 With a copy to: I. Barry Blaxberg, Esq. Blaxberg, Grayson, Kukoff & Segal, P.A. 25 SE Second Avenue, Suite 730 Miami, Florida 33131 SAWYER'S WALK, LTD Ted Weitzel, Poinciana Village 269 NW 7th Street Miami, Florida 33136 With a copy to: William Walker, Jr., Esq. White & Case, LLP 200 S. Biscayne Boulevard 4900 First Union Fin. Center Miami, FL 3313 1.2352 Wich a copy to: CROSSWINDS AT POINCIANA, LLC Attention: Tirso San Jose 600 Corporate Drive, Suite 102 Ft. Lauderdale, Florida 33334 With a copy to: I: Barry Blaxberg, Esq. Blaxberg, Grayson, Kukoff & Segal, P.A. 25 SE Second Avenue, Suite 730 Miami, Florida 33131 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMVIENT AGENCY Attention: Frank Rollason, Executive Director 49 N.W. 5th Street 44 Suite 100 Miami, FL 33128 With a copy to: Jorge L. Fernandez, City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 James H. Villacorta, Esq. 49 N. W. 5th Street Suite 100 Miami, FL 33128 CITY OF MIAMI Attention: Joe Arriola, Chief Administrator/City Manager — City of Miami 3500 Pan American Drive Miami, Florida 33133-5595 With a copy to: Jorge L. Fernandez, City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 With a copy to: Rafael 0. Diaz, Assistant City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Notices personally delivered or given on the date of delivery and foregoing shall be deemed given upon sent by overnight courier shall be deemed notices mailed in accordance with the receipt or the date delivery is refv.sed.. 31. ADMINISTRATIVE EXPENSES. Sawyer's Walk covenants and agrees to reimburse the CRA, on a quarterly basis, for all out of pocket costs 4o and expenses incurred by the CRA from and after the execution of this Agreement through the completion of construction of the Project and,the sale of the. Affordable Units, in connection with overseeing and monitoring the activities of Sawyer's Walk, pursuant to the terms of this Agreement, and the documents executed in connection herewith, which costs and expenses shall not exceed Seventy Five Thousand and No/I00 Dollars ($75,000.00) per year. The CRA shall submit to Sawyer's Walk, evidence of such out of pocket expenses not more often than quarterly. Sawyer's Walk shall reimburse the CRA for such expenses within thirty (30) days of receipt of such documentation, subject to the annual reimbursement limitation of Seventy Five Thousand and No/I00 Dollars ($ 7 5,000.00) per year. If there is a dispute between Sawyer's Walk and the Executive Director regarding any such expenses, the dispute shall be submitted to the City Manager for resolution. The decision of the City Manager shall be. binding on the parties. Any payment not made by Sawyer's Walk within thirty (30) days of when due shall bear interest at eighteen percent (18%) per annurn until paid. 32. MISCELLANEOUS. 32.1. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 32.2. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 32.3. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys fees and court costs at all trial and appellate levels. 32.4. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 32.5. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 32.6. Time shall be of the essence for each and every provision of this Agreement. 46 4,- 32.7. This Agreement may not be recorded in the Public Records of Miami -Dade County. 33. ESCROW AGENT. 33.1. Escrow Account. All deposits received by Escrow Agent shall be deposited in. such accounts Escrow Agent may select, with any interest on same to accrue on behalf of Sawyer's Walk, provided however, that if Sawyer's Walk defaults and such deposits are paid to the CRA and the City, interest on same, if any, shall be paid to the CRA and the City. 33.2. Duties of Escrow Agent. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent is also the law firm representing the CRA and the City. In the event of a dispute between the parties, the parties consent to Escrow Agent continuing to represent the CRA and the City, notwithstanding the fact that it also shall have the duties provided for in this Agreement. 33.3. Reliance of Escrow Agent on Documents. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and may assume that any person purporting to give any writing, notice, advice, or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing the same; and its duties under this Agreement', shall be limited to those provided in this Agreement. 33.4. indemnification of Escrow Agent. Unless Escrow Agent discharges any of its duties under this Agreement in a grossly negligent manner or is guilty of willful misconduct with regard to its duties under this Agreement, the parties shall indemnify Escrow Agent and hold it harmless from, any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees or charges of any character or nature, which they may incur or with which they may be threatened by reason of its acting as Escrow Agent under this Agreement; and in such connection .the parties shall indemnify Escrow Agent against any and all expenses including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claim in such capacity. The Escrow Agent shall be vested with a lien on all property deposited under this Agreement for indemnification, for reasonable attorneys' fees and court costs, for any suit, interpleader or otherwise, or any other expense, fees or charges of any 47 character or nature, which may be incurred by Escrow Agent in its capacity as Escrow Agent by reason of disputes arising between the parties to this Agreement as to the correct interpretation of this Agreement and instructions given to Escrow Agent under this Agreement, or otherwise, with the right of Escrow Agent, in its sole discretion, regardless of any instructions, to hold the property deposited in escrow until and unless said additional expenses, fees and charges shall be fully paid. 33.5. Interpleader Action in the Event of Dispute. If the parties shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or the propriety of any, action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys' fees in its capacity as escrow agent in connection with any such interpleader action and shall be fully protected in suspending all or part of its activities under this Agreement luntil a final judgment in the interpleader action is received. 33.6. Consultation with Counsel. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorizatitrn and protection in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any act or omissions of any kind unless caused by its gross negligence or Willful misconduct. 33.7, Resignation of Escrow Agent. Escrow Agent may resign upon thirty (30) days' written notice to the CRA and Sawyer's Walk.; If a successor escrow agent is not appointed jointly by Poinciana, Sawyer's ;Walk, the City and the CRA within the thirty (30) day period, Escrow Agent inay petition a court of competent jurisdiction to name a successor and upon such appointment the Escrow Agent shall deliver the Deposit to the successor escrow agent and be relieved of all further liabilities and obligations as Escrow Agent hereunder. 34. ENTIRE AGREEMENT, This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 48 [SIGNATURE PAGES TO FOLLOW] qf • 49 IN WITNESS hereof the parties have executed this Agreem date first above written. CITY OF MIAMIt a Municipal Corpora . n of th St: to of Flo By: Joe Ar ,. a, Chief A Date cuted:_ ATTEST: iscilla A. Thompson, Cityk Approved By: 3•rge .• nandez, City Atto'ney gal sufficiency City Manager SOUTHEAST OVERTOWN 1 PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Frank K. R.ollason Title: Executive Directo j 4-T X�~C &Y&7j 2 7/Q.5'� ATTEST: tt(((( Priscilla. A. Thompson, Clerk of the Board Approved for legal sufficiency • 50 William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA SAWYER'S WALK, LTD., a Florida limited partnership BY: INDIAN RIVER INVESTME 3T COMMUNITIES, INC., a Floda corporation, its gener 1 partner B Name: Ted H. WeitzeI Title: President / Date Executed: ! ,"-7 /0 5 WITNESSES: Ira Print Name / „47 rint Name/J..4.91. POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership BY: IND RIVER INVESTMENTS OF MIAMI, INC., a Flori•r corporation, its genera partner By Na u e: Ted H. Weitze Title: President / f Date Executed: J/ -/(0 5 APPROVED AS TO INSURANCE REQUIREMENTS: i- ril'/A ,f 414,114 Risk Management Administrator 51 • IN WITNESS hereof the parties have executed this Agreement date first above written. CITY OF MIAMI, a Municipal Corporation of the State of Florida By: Joe Arriola, Chief Administrator/City Manager Date Executed: ATTEST: Priscilla A. Thompson, City Clerk Approved for legal sufficiency By: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Frank K. Rollason Title: Executive Director ATTEST: Priscilla A. Thompson, Clerk of the Board Approved for legal sufficiency as of the • By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA. SAWYER'S WALK, LTD., a Florida limited partnership BY: INDIAN RIVER INVESTMENT COMMUNITIES, INC., a Flor a corporation, its general partner By N m d H. Weitzel Title r�resident ] Date Executed: it " YI WITNESSES: A /06L { /"11: POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership BY: INDI T RIVER INVESTMENTS OF MI_'ViI, INC., a Flon:. corporation, its general p . trier B Name: '''mod eitze Title: President Date Executed: //40 APPROVED AS TO INSURANCE REQUIREMENTS: , Risk Management Administrator 51