HomeMy WebLinkAboutExhibit SUBAMENDMENT
SUBMITTED INTO THi
PUBLIC RECORD FOR
ITEM.1 ON e1(l07
THIS AMENDMENT is made and entered into as of this 1 St day of August, 2007, by and
between SAWYER'S WALK, LTD., a Florida limited partnership ("Sawyer's Walk"). W
POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership ("Poinciana").
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, . I— CO
public agency and body corporate created pursuant to Section 163.356, Florida Statutes (th. z
"CRA"); and the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"): ® Z
RECITALS F- U
A. Sawyer's Walk, Poinciana, the CRA and the City entered into that certai J
Settlement Agreement dated as of January 27, 2005 (the "Settlement Agreement") regarding th:; gC
settlement of the Poinciana Litigation, the settlement of the Sawyer's Walk Litigation and th:;
execution of the Restated Poinciana Lease, all as defined in the Settlement Agreement, subject t . 5COU
the satisfaction of certain conditions, as more particularly described in the Settlemen
arftew
Agreement. coo Et
B. The parties desire to modify and amend certain terms and provisions of th
Settlement Agreement as hereinafter set forth. -�
NOW, THEREFORE, for and in consideration of mutual promises and covenanCO
contained herein and other good and valuable consideration, the receipt and sufficiency of whic
is hereby acknowledged, the parties agree as follows:;
1. Recitals. The Recitals to this Amendment are true and correct and ar W e ..!a
incorporated herein by reference and made a part hereof. LI
2. Defined Terms. Any defined terms utilized in this Amendment but not define • (, , Uj
herein shall have the meaning ascribed to said terms in the Settlement Agreement. <
I—
3. Deposit. The parties acknowledge that Sawyer's Walk and Poinciana have mad;'
the Fourth Deposit as required by Section 3.10 of the Settlement Agreement. In addition, the (/)
City and the CRA acknowledge that Sawyer's Walk and Poinciana have delivered to the CRA .
LC in the amount of the Deposit which is in form and substance acceptable to the CRA and th. _ r
City. I— .®
4. Letter of Credit. Sawyer's Walk and Poinciana acknowledge and agree to cause
the expiry date of the LC to be extended at least thirty (30) days prior to any date of expiration as
long as the Settlement Agreement is in full force and effect. The failure of Poinciana and
Sawyer's Walk to extend the expiry date of the LC at least thirty (30) days prior to its then
expiration date shall constitute a default under the terms of the Settlement Agreement, entitling
the CRA to draw the full amount of the LC. In such event, the CRA shall deposit the proceeds of
the LC with Escrow Agent who shall hold same as the Deposit in accordance with the terms of
the Settlement Agreement.
5. Inspection Period. The parties acknowledge that the Inspection Period has
expired and Poinciana and Sawyer's Walk have determined that the condition of all portions of
Silb mitred t `° the
as
recor in connection wi g
item KE. l en 8 I _07
the Real Property are satisfactory to Poinciana and Sawyer's Walk and, subject to the satisfaction
of the Poinciana/Sawyer's Walk Conditions Precedent, Poinciana and Sawyer's Walk agree to
accept every portion of the Real Property in its "AS IS, 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.
6. Title and Survey. Sawyer's Walk and Poinciana acknowledge and agree that._.:_. _
status of the title to Real Property reflected in the Commitment and Survey as of May 19, 2005 10 W
8:00 a.m. (the effective date of the Commitment) is acceptable to Sawyer's Walk and Poinciarj_ CO
subject to the requirement that the City provide evidence satisfactory to First American Tit
Insurance Company that the lease between the City and Odessa, Ltd. reflected in the^ z
Memorandum of Agreement recorded in Official Records Book 13774, at Page 3338 of tl C)
Public Records of Miami -Dade County, Florida has been terminated. The City and the CR, f z
acknowledge and agree that in the event any new title defect(s) arise from and after May 1'P
2005 at 8:00 a.m. and prior to the delivery of the Restated Lease, same shall be governed
Section 4.3 of the Settlement Agreement. The Sawyer's Walk and Poinciana specifical
acknowledge and agree that the CRA and the City have no obligation to take any curative actiari-- z
regarding the encroachment noted with respect to Block 46 regarding the construction of t1410 0
swimming pool and entrance driveway, and Sawyer's Walk and Poinciana waive any right 4 0
object to the status of title based upon such encroachments. -•�'
7. MUSP Approval. Section 5.1 of the Settlement Agreement is hereby deleted in 40 0 CO
its entirety and replaced by the following: -�
5.1 MUSP Approval. From and after the Effective Date, Poinciana and co w
Sawyer's Walk shall use good faith reasonable efforts to obtain the final approval 7?
of the Major Use Special Permit by the applicable governmental authorities for `d
the Development Plan (such approval shall be referred to as the "MUSP
Approval"). Poinciana and Sawyer's Walk shall promptly and diligently
undertake, at their cost and expense, the necessary effort to prepare all required m z`
plans, documents, covenants and supporting materials to apply for the MUSP for
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the Development Plan which has been approved by the CRA pursuant to Section 0
12.3. ®<F
8. MUSP Application. The CRA acknowledge that the CRA approved the MUS rr nn
Application that was presented to the City Commission for consideration on October 26, 200( .(f)
The CRA and the City further acknowledge that notwithstanding the approval of the MUS
Application by the City Commission on October 26, 2006, such approval was overturned
le--) L111
appeal in Case No. 06-589AP filed in the Eleventh Judicial Circuit in and for Miami -Da
County, Florida (the "MUSP Action") due to procedural errors. Poinciana and Sawyer's Walk
covenant and agree to promptly pursue approval of the MUSP Application with the City and
comply with the requirements of the MUSP Action.
9. Reverter. The parties acknowledge that in accordance with the terms of the
proposed amendment to the County Settlement, the Reverter Property is to be developed on or
before December 31, 2007 (the "Reverter Date"), or title to the Reverter Property shall revert to
the County. The City and the CRA covenant and agree to utilize their good faith effort to cause
the County to extend the Reverter Date beyond December 31, 2007 and to further amend the
terms of the County Settlement to bifurcate the three blocks which are subject to the County
Settlement. The City and the CRA shall not be required to pay any money or other consideration
to the County to extend the Reverter Date or to agree to bifurcate the three blocks which are
subject to the County Settlement and Sawyer's Walk and Poinciana acknowledge and agree that
the City and CRA shall have no liability to Sawyer's Walk or Poinciana if the County does not
agree to extend the Reverter Date or bifurcate the three blocks which are subject to the County
Settlement for any reason or no reason.
10. County Approval under County Settlement. Section 6.4 of the Settlement
Agreement is hereby amended to provide that the City and the CRA shall repeat their pending
request that the County approve Sawyer's Walk as the developer of the Project as required by the
terms of the County Settlement within twenty (20) days of the date of this Amendment.
11. Failure to Obtain County Approval. Section 6.5 of the Settlement Agreement is
hereby amended to provide that in the event that the County has not approved Sawyer's Walk as
the developer of the Project, as required by the terms of the County Settlement within one
hundred fifty (150) days from the date the City and CRA have repeated their request that the
County approve Sawyer's Walk as the developer of the Project as required by the County
Settlement, any party to the Settlement Agreement may elect to terminate the Settlement
Agreement at any time thereafter and prior to the time approval of Sawyer's Walk as the
developer has been obtained from the County pursuant to the terms of the County Settlement by
written notice to the other parties in which event the Settlement Agreement shall terminate and
the parties shall be released from all further obligations under the Settlement 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 the Settlement Agreement. If the City and the CRA
do not elect to proceed in accordance with Section 2.5 of the Settlement 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 and/or the Sawyer's Walk Litigation.
12. Approval under Interlocal Agreement. Section 7.1 and 7.2 of the Settlement
Agreement are hereby deleted in their entirety and replaced by the following:
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") may require that the Board of County
Commissioners of the County to approve the selection of Sawyer's Walk as the
developer of the Project. The CRA and the City covenant and agree to repeat
their pending request seeking to obtain the approval of Sawyer's Walk as the
developer of the Project by the Board of County Commissioners under the terms
of the Interlocal Agreement within twenty (20) days from the date of this
Amendment. Poinciana and Sawyer's Walk covenant and agree to cooperate with
the City and the CRA in obtaining any 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.
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP. ORIGINAL CAN BE
SEEN AT END OF 13HIS DOCUMENT
Submitted Into the public
record in connection, with
item tE' I on g-1- 07
Priscilla A. Thompson
City Clerk
7.2 Failure to Obtain Approval. If the County takes the position that
approval is required under the terms of the Interlocal Agreement, and in the event
that the CRA and the City have not obtained the approval of Sawyer's Walk as the
developer of the Project from the Board of County Commissioners under the
terms of the Interlocal Agreement within one hundred fifty (150) days from the
date the City and the CRA have repeated their pending request for approval of
Sawyer's Walk as the developer under the terms of the Interlocal Agreement any
party to this Agreement may elect to terminate this Agreement at any time
thereafter and prior to the time Sawyer's Walk is approved by the Board of
County Commissioners 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 the Agreement.
If the CRA and the City 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 and/or the Sawyer's Walk Litigation.
13. Proposed Use of TIF. The CRA and the City acknowledge that the Proposed TIF
Use listed on Exhibit "A" attached hereto and made a part hereof has been approved by the City
Attomey as a permissible expenditure of the Incremental TIF under all applicable laws.
14. Extension of the CRA.
(a) Notwithstanding the provisions of Section 8.4 of the Settlement
Agreement, in the event that the duration of the CRA is extended, Sawyer's Walk shall be
entitled to receive any Incremental TIF for qualifying uses under applicable laws for use of tax
increment funds occurring through December 31, 2014, which date shall automatically be
extended day for day for each day that a Challenge and/or appeal with respect to the MUSP
Application exists after August 1, 2007, for up to a maximum of six (6) months, but in no event
beyond the expiration date of the CRA.
(b) In the event subsequent to the date of this Amendment the State of Florida
increases the amount of the homestead exemption for ad valorem property tax exemption from
its current level of $25,000 and eliminates the "Save Our Homes" cap on annual increases of the
assessed value of homestead property, then in such event, and provided that the duration of the
CRA is extended, Sawyer's Walk shall be entitled to an extension of the duration of the time
period that Sawyer's Walk is entitled to receive any Incremental TIF for qualifying uses under
applicable laws for use of tax increment funds beyond December 31, 2014 (as same may be
extended for up to six months in accordance with Section 14 (a) above), provided Sawyer's Walk
is able to document to the satisfaction of the Executive Director and the CRA Board the amount
of Incremental TIF Sawyer's Walk lost with respect to the Project between the issuance of the
first certificate of occupancy for Phase I of the Project and December 31, 2014 (as same may be
extended for up to six months in accordance with Section 14(a)) as a result of such change in the
laws of the State of Florida. The calculation shall take into account all factors, including without
limitation what the Incremental TIF would have been without the change to the laws takin into
THIS DOCUM` !T A SUBSTITUTION TO
ORIGINAL -`C. ,4:1'. ORIGINAL CAN BE
OCCnl I T Cillr T.-iI flC C I IikAPNIT
Submitted into the public
recor in connection with
item E .1 on 8-1- O1
1
Priscilla A. Thompson
City Clerk
Submitted Into the pubic
recordin connection with
item E • 1 on 8 -1- 01
Priscilla A. Thompson
City Clerk
account the existing $25,000 homestead exemption and the cap on annual assessment increases
for homestead property of 3% annually. Sawyer's Walk shall submit such documentation to the
Executive Director after the 2014 tax rolls have been established in September 2014 which shall
include an annual breakdown of the Incremental TIF paid to Sawyer's Walk each year and the
amount Sawyer's Walk calculates would have been payable to Sawyer's Walk if there had been
no change in the law, together with such other documentation that the Executive Director may
request and if the Executive Director and the CRA Board approve the calculations submitted by
Sawyer's Walk, the time period during which Sawyer's Walk shall be entitled to receive the
Incremental TIF shall be extended for such additional period of time so that the total Incremental
TIF paid to Sawyer's Walk is equivalent to what would have been paid to Sawyer's Walk prior to
December 31, 2014 (as extended for up to six months pursuant to Section 14(a)) had there been
no change in the laws regarding homestead exemptions. In no event shall Sawyer's Walk be
entitled to an overall increase in the amount of Incremental TIF from what it would have been
entitled had there been no change in the law and in no event shall the Sawyer's Walk be entitled
to any Incremental TIF beyond the expiration of the CRA.
15. Cooperation Regarding Incremental TIF. The CRA shall cooperate with Sawyer's
Walk regarding the Incremental TIF and provide to Sawyer's Walk such information in the
CRA's possession or control, as Sawyer's Walk may reasonably request with regard to the
Incremental TIF, including, without limitation, information concerning ad valorem property tax
roll data, projections of ad valorem revenues, debt service for applicable bonds and such other
information as is generally available to the CRA regarding the Incremental TIF so that Sawyer's
Walk will have information available to it to make financial projections and provide information
to its prospective lenders. Any such information provided by the CRA shall be without
representation or warranty by the CRA and any reliance on same shall be at the sole risk of
Sawyer's Walk.
16. Challenges. Section 11.1 of the Settlement Agreement is hereby deleted in its
entirety and replaced by the following:
11.1 Challenge. In the event that any person or entity files a challenge
(the "Challenge") with respect to (i) this 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) selection of a proposal regarding the Fee Simple Interest; (vi)
the Proposed TIF Use; or any of the foregoing, either judicially or
administratively prior to the Lease Delivery Date, and such Challenge, or if more
than one Challenge is filed, all Challenges are not dismissed on or before
December 1, 2007, any of the parties to this Agreement shall have the right to
terminate this Agreement by written notice to the other parties to this Agreement,
in which event this Agreement shall terminate and the parties shall be released
from all further obligations under this Agreement except for those 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
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL B yCk :UP. ORIGINAL CAN BE
t 'cord In connectcn with
Item .t E. l on q-I- 0i
Priscilla A. Thompson
City Clerk
Walk Litigation. In addition, if the Reverter Date is extended, the December 1,
2007 date shall be extended one month for each month the Reverter Date is
extended, but in no event shall it be extended beyond December 31, 2007, unless
Sawyer's Walk is able to demonstrate to the reasonable satisfaction of the
Executive Director that Sawyer's Walk has made significant progress in
connection with finalizing the plans and specifications for Phase I, in which event
the outside date shall be extended until March I, 2008.
17. Phase I. Section 13.1 of the Settlement Agreement is hereby amended to provide
that Phase I shall contain at least three hundred ninety (390) units.
18. Development Plan.
a. The parties acknowledge and agree that the Detailed Development Plans for
Project which are identified on Exhibit "B" attached hereto have been approved by the
Executive Director of the CRA and are consistent with the MUSP Application.
Notwithstanding the provisions of Section 12.1 of the Settlement Agreement, the parties
acknowledge that the Development Plans includes One Thousand Fifty (1,050)
Residential Units and approximately Seventy Five Thousand (75,000) square feet of retail
and office space which comprises approximately one million three hundred thousand
(1,300,000) square feet of saleable development. Sawyer's Walk has requested that the
CRA approve an amendment to Detailed Development Plans to reduce the size of the
Units in accordance with the revised Detailed Development Plans identified on Exhibit
"C" attached hereto (the "Revised Detailed Development Plans"). The City and the CRA
hereby approve the Revised Detailed Development Plans. Sawyer's Walk, the City and
the CRA acknowledge that Phase I will now contain approximately three hundred ninety-
four (394) units and will be comprised of one building. Sawyer's Walk and the CRA
acknowledge and agree that there are twenty (20) Subsidized Units and fifty-nine (59)
Affordable Units in Phase I, which Subsidized Units and Affordable Units are identified
on Exhibit "D" attached hereto. Sawyer's Walk may change the number and mix of
Residential Units based upon market conditions with the approval of the Executive
Director, which approval shall not be unreasonably withheld. The City and the CRA
acknowledge that Sawyer's Walk may adjust its sales prices based upon market
conditions without notice or approval by the City or the CRA.
b. In the event that Sawyer's Walk requests changes to the Development Plan to
increase the total number of Residential Units in excess of one thousand fifty (1,050)
Residential Units, which request is approved by either the Executive Director of the CRA
or the Board of Directors of the CRA, then in such event, Sawyer's Walk shall pay to the
CRA Fifteen Thousand and No/100 Dollars ($15,000.00) per Residential Unit for each
Residential Unit in excess of One Thousand Fifty (1,050) Residential Units which is
approved by the CRA and for which a building permit is issued, within thirty (30) days
from the date such building permit is issued (i.e., in the event that revisions to the
Development Plan approved by the CRA increase the number of Residential Units to
1,200 and building permits are issued for a total of 1200 Residential Units, then in such
event within thirty (30) days of the date the building permits are issued, Sawyer's Walk A'
shall pay a�' :.THIS .,.. et
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item CAE• i on g-I-01
Priscilla A. Thompson
-City Clerk
($2,250,000.00) by wire transfer of federal funds). The failure of the Sawyer's Walk to
make the required payment shall automatically rescind the approval of the amendment to
the Development Plan. Nothing contained herein shall be deemed or construed to require
the Executive Director of the CRA or the Board of Directors of the CRA to approve any
change to the Development Plan to increase the number of Residential Units.
c. In the event that Sawyer's Walk obtains the approval of the CRA to increase
the number of Residential Units in excess of 1050 Residential Units, then in such event,
twenty percent (20%) of the additional Residential Units shall be Affordable Units
complying with the requirements of Section 14.1 of the Settlement Agreement, as
revised.
19. Affordable Housing.
a. The references in Section 14.1(a) and 14.1(b) of the Settlement Agreement to
120% are hereby amended to read 140%.
b. Sawyer's Walk acknowledges that since the Project includes One Thousand
Fifty (1,050) Residential Units, including sixty-nine (69) Live/Work Units, Sawyer's
Walk shall be required to provide two hundred ten (210) Affordable Units, fifty (50) of
which shall constitute Subsidized Units and be conveyed to the CRA or its designee in
accordance with Section 14.2 of the Settlement Agreement.
20. Subsidized Units. Sawyer's Walk covenants and agrees that in lieu of the three
two bedroom units identified as Subsidized Units on the Development Plans, Sawyer's Walk
shall make these units three bedroom units, each of which shall have at least 950 square feet.
These three bedroom Subsidized Units which shall be a portion of the 50 Subsidized Units to be
conveyed to the CRA in accordance with Section 14.2 of the Settlement Agreement.
21. Right to Purchase Units.
(a) Sawyer's Walk agrees that the City and/or the CRA shall have the right,
but not the obligation to purchase up to sixty-two (62) Residential Units which Sawyer's Walk
has available at the current Fair Market Value at the time the City and/or the CRA elect to
purchase the Residential Units. The term "Fair Market Value" shall mean the price a willing
purchaser would be willing to pay for the Residential Units from a willing seller not under
distress, taking into account the number of Residential Units to be purchased, that no brokerage
fees will be due and payable, that the seller is not incurring any marketing costs in connection
with the units, and that the buyer will not be required to pay a development fee or similar closing
charges to the seller in connection with the sale. Sawyer's Walk and the CRA shall proceed in
good faith to negotiate and agree on the Fair Market Value of the Residential Units. If the CRA
and Sawyer's Walk are not able to agree on the Fair Market Value of the Residential Units within
thirty (30) days of the date that the CRA and/or the City gave notice of its desire to purchase the
Residential Units, the Fair Market Value shall be determined by an appraisal process. In such
event within ten (10) days from the end of the thirty (30) day period Sawyer's Walk and the CRA
shall each identify a MAI appraiser with at least ten (10) years experience appraising similar
residential condominium units in the City of Miami. The two appraisers so selected shall each
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL B.,:‘Cal7P. ORIGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
Submitted to o the pu'D';c
record in conncc1in with
item E • 1 on 8-1- o1
Priscilla A. Thompson
City Clerk
independently determine the Fair Market Value for the Residential Units, If the Fair Market
Value for the Residential Units, as determined by the two appraisers, is within five percent (5%)
of each other, the average of the two appraisals shall be the "Fair Market Value." If the
determination of the Fair Market Value of said Residential Units differs by more than five
percent (5%) the two appraisers shall jointly select a third appraiser who shall determine the
"Fair Market Value" of the Residential Units. In such event the Fair Market Value of the
Residential Units shall be the average of the three appraisals. If a third appraiser is required,
Sawyer's Walk and the CRA shall each pay one-half (1/2) the cost to retain the third appraiser.
The City and/or the CRA shall elect whether to proceed with the purchase of such additional
Residential Units within thirty (30) days after the Fair Market Value is determined. The City and
the CRA shall have no obligation to purchase any Residential Units from Sawyer's Walk, even
after the determination of the Fair Market Value. Sawyer's Walk acknowledges that if the City
and/or CRA elects to purchase any Residential Units after the Fair Market Value is determined,
and if the City and/or CRA elects to either rent such units or sell such units as either Subsidized
Units or Affordable Units said units shall not be counted towards Sawyer's Walk's obligations
under Section 14.1 or 14.2 of the Settlement Agreement. Sawyer's Walk and the CRA and/or the
City shall mutually agree on the location of the units to be purchased. The CRA and/or the City
shall not be required to pay any developer fees or similar charges in Sawyer's Walk's standard
contract. Sawyer's Walk shall pay all transfer taxes and the CRA and/or the City shall pay the
cost to record the deed and the cost for the title insurance.
(b) Sawyer's Walk agrees that the County shall have the right, but not the
obligation to purchase up to sixty-two (62) Residential Units which Sawyer's Walk has available
at the current Fair Market Value at the time the County elects to purchase the Residential Units.
The term "Fair Market Value" shall mean the price a willing purchaser would be willing to pay
for the Residential Units from a willing seller not under distress, taking into account the number
of Residential Units to be purchased, that no brokerage fees will be due and payable, that the
seller is not incurring any marketing costs in connection with the units, and that the buyer will
not be required to pay a development fee or similar closing charges to the seller in connection
with the sale. Sawyer's Walk and the County shall proceed in good faith to negotiate and agree
on the Fair Market Value of the Residential Units. If the County and Sawyer's Walk are not able
to agree on the Fair Market Value of the Residential Units within thirty (30) days of the date that
the County gave notice of its desire to purchase the Residential Units, the Fair Market Value
shall be determined by an appraisal process. In such event within ten (10) days from the end of
the thirty (30) day period Sawyer's Walk and the County shall each identify a MAI appraiser
with at least ten (10) years experience appraising similar residential condominium units in the
City of Miami. The two appraisers so selected shall each independently determine the Fair
Market Value for the Residential Units. If the Fair Market Value for the Residential Units, as
determined by the two appraisers, is within five percent (5%) of each other, the average of the
two appraisals shall be the "Fair Market Value." If the determination of the Fair Market Value of
said Residential Units differs by more than five percent (5%) the two appraisers shall jointly
select a third appraiser who shall determine the "Fair Market Value" of the Residential Units. In
such event the Fair Market Value of the Residential Units shall be the average of the three
appraisals. If a third appraiser is required, Sawyer's Walk and the County shall each pay one-half
(1/2) the cost to retain the third appraiser. The County shall elect whether to proceed with the
purchase of such additional Residential Units within thirty (30) days after the Fair Market Value
is d ttrmined. The Coun shall have no obligation to purchase any Residential Units from
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL KUF ORIGINAL CAN BE
SFFN AT Frtin (J TI-1Q nn 'I rrAE MT
amitte :5: o': 4 Du o7c
o
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item RE. t cn 8-1- 01
Priscilla A. Thompson
Cott' Clerk
Sawyer's Walk, even after the determination of the Fair Market Value. Sawyer's Walk
acknowledges that if the County elects to purchase any Residential Units after the Fair Market
Value is determined, and if the County elects to either rent such units or sell such units as either
Subsidized Units or Affordable Units said units shall not be counted towards Sawyer's Walk's
obligations under Section 14.1 or 14.2 of the Settlement Agreement. Sawyer's Walk and the
County shall mutually agree on the location of the units to be purchased. The County shall not
be required to pay any developer fees or similar charges in Sawyer's Walk's standard contract.
Sawyer's Walk shall pay all transfer taxes and the County shall pay the cost to record the deed
and the cost for the title insurance.
22. Employment Training Program. Sections 17.1 and 17.2 of the Settlement
Agreement are hereby amended to provide that Sawyer's Walk shall have until October 1, 2007
to submit the detailed plan for the Skills Training and Employment Program and the Property
Management Training and Employment Program to the Executive Director for review and
approval.
23. Poinciana/Sawyer's Walk Conditions Precedent.
Section 19.1.3 of the Settlement Agreement is hereby amended to read as follows:
19.1.3 Sawyer's Walk shall have obtained MUSP Approval.
Section 19.2 of the Settlement Agreement is hereby amended to change the references to
March 15, 2006 to November 15, 2007. In addition, if the Reverter Date is extended, the
November 15, 2007 date shall be extended one month for each month the Reverter Date is
extended, up to a maximum of six (6) months.
24. CRA/City Conditions Precedent.
Section 20.1.15 of the Settlement Agreement is amended to read as follows:
20.1.15 MUSP Approval has been obtained.
Section 20.2 of the Settlement Agreement is hereby amended to change the reference to
April 15, 2006 to December 15, 2007. In addition, if the Reverter Date is extended, the
December 15, 2007 date shall be extended one month for each month the Reverter Date is
extended, up to a maximum of six (6) months.
25. Lease Delivery Date. Sections 21.1 and 21.2 of the Settlement Agreement are
hereby amended to change the reference to April 30, 2006 to December 25, 2007. In addition, if
the Reverter Date is extended, the December 25, 2007 date shall be extended one month for each
month the Reverter Date is extended, up to a maximum of six (6) months.
26. Assignability. Section 20 of the Settlement Agreement is hereby amended to read
as follows:
29. ASSIGNABILITY. Neither Sawyer's Walk nor Poinciana shall be
entitled to hPr• • �ITHSDOCUMENTISA SUBSTTUTIIO ' TO'
ORIGINAL BACKUP. ORIGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
members 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. The CRA and the City shall respond to any
request for consent made pursuant to this Section within sixty (60) days of receipt
of such request.
27. Ratification. Except as herein modified the parties ratify and reaffirm all of the
terms and conditions of the Settlement Agreement.
28. Conflict. In the event of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Settlement Agreement, the terms and provisions
of this Amendment shall control. In the event of a conflict between the term, and provisions of
the Settlement Agreement, as amended by this Amendment, and the Detailed Development
Plans, the Settlement Agreement, as amended by this Amendment shall control.
29. Extension of Deadlines. The Executive Director of the CRA shall have the
authority to extend any deadline up. to a maximum of ninety (90) days, provided that Sawyer's
Walk and/or Poinciana has demonstrated to the satisfaction of the Executive Director that the
cause for any delay was not the result of any action or inaction on the part of Sawyer's Walk
and/or Poinciana, but in no event shall any deadlines with respect to the Incremental TIF be
extended.
30. Covenant. The Covenant attached to the Settlement Agreement as Exhibit "0"
shall be amended to incorporate the terms and provisions of this Amendment.
31. Restated Lease. The Restated Lease attached to the Settlement Agreement as
Exhibit "D" shall be amended to incorporate the terms and provisions of this Amendment.
32. Reports. Sawyer's Walk acknowledges that the City and the CRA have
committed to providing the County with semi-annual reports regarding the status of the Project.
Sawyer's Walk covenants and agrees to provide to the CRA and the City semi-annual reports on
or before January 1 and July 1 of each year regarding the status of the Project in such detail as
the Executive Director may reasonably require.
[SIGNATURE PAGE FOLLOWS]
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BAC K.. R ORIGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
Submitted !nto the pubic
recor in connection with
Item KE • l on 8- (- 01
Priscilla A. Thompson
City Clerk
IN WITNESS HEREOF the parties have executed this Amendment as of the date first
above written.
CITY OF MIAMI, a Municipal
Corporation of the State of Florida
By:
Peter Hernandez, Chief Administrator/City Manager
Date Executed:
ATTEST:
Priscilla A. Thompson, City Clerk
Approved for legal sufficiency
City Attorney
By:
Jorge L. Fernandez
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
James H. Villacorta
Title: Executive Director
Date Executed:
A'1"1EST:
Priscilla A. Thompson, Clerk of the Board
Approved for legal sufficiency
CITY ATTORNEY
By:
Jorge L. Fernandez
General Counsel to the CRA
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEM REi ON s-/-ai
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP. ORIGINAL CAN BE
SEEN AT END OF ThIS DOCUMENT
Approved for legal sufficiency
By:
William R. Bloom, Esq.
Holland & Knight LLP
Special Counsel to CRA
APPROVED AS TO INSURANCE REQUIREMENTS:
By:
LeeAnn Brehm
Director, Risk Management
SAWYER'S WALK, LTD., a Florida limited partnership
BY: INDIAN RIVER INVESTMENT COMMUNITIES,
INC., a Florida corporation, its general partner
By:
Name: Ted H. Weitzel
Title: President
Date Executed:
WITNESSES:
Print Name
Print Name
POINCIANA VILLAGE OF MIAMI, LTD.,
a Florida limited partnership
BY: INDIAN RIVER INVESTMENTS OF MIAMI,
INC., a Florida corporation, its general partner
By:
Name: Ted H. Weitzel
Title: President
ate F.ve(:11ted•
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEM.j ON .
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP. ORIGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
WITNESSES:
Print Name
# 4153393av13
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEME. ON s-rot.
THIS DOCUMENTA SUBSTITUTION TO
ORIGINAL BACKUP. ORIGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
EXHIBIT "A"
TIF USES
1. Parking facilities
2. Infrastructure improvements in adjacent right of way
# 4153393 v13
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEM.1 ON .
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL ElfAC.KUP. ORIGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
14
EXHIBIT "B"
Detailed Development Plans
Detailed Development Plans for Sawyer's Walk dated March 8, 2006 prepared by Behar* Font &
Partners, P.A.1
SUBMITTED INTO THE
PUBLIC RECORD FOR
TEMu. ON a i_o� .
1 ".........
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP. ORIGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
' Documents available for viewing on compact disc at the City Clerk's Office or online through the City of
Miami's legislative hub. (http://www.ci.miami.fl.us/City_Clerk/Pages/default.asp)
15
EXHIBIT "C"
Revised Detailed Development Plans
Amendment to Detailed Development Plans for Sawyer's Walk prepared by Behar• Font &
Partners, P.A. dated March 1, 2007.2
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEM ON s-i-oi .
THIS DO L. 1s s} IS A SU S.TI 'U . }O� T
ORIGINAL ORiGAL C
SEEN AT END OF THIS DOCUMENT
2 Documents available for viewing on compact disc at the City Clerk's Office or online through the City of
Miami's legislative hub. (http://www.ci.miami.fl.us/City_Clerk/Pages/default.asp)
16
EXHIBIT "D"
Identification of Phase I Affordable Units and Subsidized Units3
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEMv ON 9-I-o7.
# 4153393 v13
THIS DOCU;',. T IS A SUBSTITUTION TO
ORIGINAL Lt,CKUP. ORIGINAL CAN BE
SEEN AT END OF THIS DOCUMENT
3 Documents available for viewing on compact disc at the City Clerk's Office or online through the City of
Miami's legislative hub.(http://www.ci.miami.fl.us/City_Clerk/Pages/default.asp)
17
AMENDMENT
-1lS AMENDMENT is made and entered into as of this day of April, 2007, by and
between WYER'S WALK, LTD., a Florida limited partnership ("Sawyer's Walk");
POINCIAN VILLAGE OF MIAMI, LTD., a Florida limited partnership ("Poinciana");
SOUTHEAST ► ERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a
public agency an. •ody corporate created pursuant to Section 163.356, Florida Statutes (the
"CRA"); and the CIT OF MIAMI, a municipal corporation of the State of Florida (the "City"):
RECITALS
A. Sawyer's Walk, oinciana, the CRA and the City entered into that certain
Settlement Agreement dated as o :nuary 27, 2005 (the "Settlement Agreement") regarding the
settlement of the Poinciana Litigati• the settlement of the Sawyer's Walk Litigation and the
execution of the Restated Poinciana Le: -, all as defined in the Settlement Agreement, subject to
the satisfaction of certain conditions, more particularly described in the Settlement
Agreement.
B. The parties desire to modify an amend certain terms and provisions of the
Settlement Agreement as hereinafter set forth.
NOW, THEREFORE, for and in considerati. ' of mutual promises and covenants
contained herein and other good and valuable consideratio the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
I. Recitals. The Recitals to this Amendment . e true and correct and are
incorporated herein by reference and made a part hereof.
2. Defined Terms. Any defined terms utilized in this A • ndrnent but not defined
herein shall have the meaning ascribed to said terms in the Settlement Ag ement.
3. Deposit. The parties acknowledge that Sawyer's Walk and P.' eiana have made
the Fourth Deposit as required by Section 3.10 of the Settlement Agreement. In addition, the
City and the CRA acknowledge that Sawyer's Walk and Poinciana have delivere• o the CRA an
LC in the amount of the Deposit which is in form and substance acceptable to the RA and the
City.
4. Letter of Credit. Sawyer's Walk and Poinciana acknowledge and agree
the expiry date of the LC to be extended at least thirty (30) days prior to any date of expire
long as the Settlement Agreement is in full force and effect. The failure of Poinciana
Sawyer's Walk to extend the expiry date of the LC at least thirty (30) days prior to its the
expiration date shall constitute a default under the terms of the Settlement Agreement, entitling
the CRA to draw the full amount of the LC. In such event, the CRA shall deposit the proceeds of
the LC with Escrow Agent who shall hold same as the Deposit in accordance with the terms of
the Settlement Agreement.
cause
as
. d
5. Inspection Period. The parties acknowledge that the Inspection Period has
expired and Poinciana and Sawyer's Walk have determined that the condition of all portions of
the Real Property arc satisfactory to Poinciana and Sawyer's Walk and, subject to the satisfaction
the Poinciana/Sawyer's Walk Conditions Precedent, Poinciana and Sawyer's Walk agree to
ac, it every portion of the Real Property in its "AS IS, WHERE IS, WITH ALL FAULTS"
con. on, without requiring any action, expense or other thing or matter on the part of the CRA
or the to he paid or performed.
6. Title and Survey. Sawyer's Walk and Poinciana acknowledge and agree that
status of the ti - to Real Property reflected in the Commitment and Survey as of May 19, 2005 at
8:00 a.m. (the e tive date of the Commitment) is acceptable to Sawyer's Walk and Poinciana
subject to the requ -ment that the City provide evidence satisfactory to First American 'Title
Insurance Company at the lease between the City and Odessa, Ltd. reflected in that
Memorandum of Agree , ent recorded in Official Records Book 13774, at Page 3338 of the
Public Records of Miami- ade County, Florida has been terminated. The City and the CRA
acknowledge and agree that the event any new title defect(s) arise from and after May 19,
2005 at 8:00 a.m. and prior to e delivery of the Restated Lease, same shall be governed by
Section 4.3 of the Settlement reement, The Sawyer's Walk and Poinciana specifically
acknowledge and agree that the C • and the City have no obligation to take any curative action
regarding the encroachment noted wi . , respect to Block 46 regarding the construction of the
swimming pool and entrance driveway, -nd Sawyer's Walk and Poinciana waive any right to
object to the status of title based upon such croachments.
7. MUSP Approval. Section 5.1 the Settlement Agreement is hereby deleted in
its entirety and replaced by the following:
5.1 MUSP Approval. From and aft
Sawyer's Walk shall use good faith reasonable
of the Major Use Special Permit by the applica
the Development Plan (such approval shall be
Approval"). Poinciana and Sawyer's Walk shal
undertake, at their cost and expense, the necessary of
plans, documents, covenants and supporting materials to
the Development Plan which has been approved by the C
12.3.
the
Effective Date, Poinciana and
orts to obtain the final approval
governmental authorities for
eferred to as the "MUSP
romptly and diligently
to prepare all required
ly for the MUSP for
pursuant to Section
8. MUSP Application. The CRA acknowledge that the C
Application that was presented to the City Commission for consideration
The CRA and the City further acknowledge that the MUSP Application that
City Commission on October 26, 2006; therefore MUSP Approval was obtaine
2006, notwithstanding the fact that the MUSP Approval is the subject of a pendin
approved the MUSP
October 26, 2006,
approved by the
on October 26,
peal.
9. Reverter. The parties acknowledge that in accordance with the to s of the
County Settlement, the Reverter Property is to be developed on or before August 1, .17 (the
"Reverter Date"), or title to the Reverter Property shall revert to the County. The City a • the
CRA covenant and agree to utilize their good faith effort to cause the County to exten• c
Reverter Date beyond August 1, 2007. The City and the CRA shall not be required to pay al
money or other consideration to the County to extend the Reverter Date and Sawyer's Walk and
Poinciana acknowledge and agree that the City and CRA shall have no liability to Sawyer's Walk
or Poinciana if the County does not agree to extend the Reverter Date for any reason or no
reason.
10. County Approval under County Settlement. Section 6.4 of the Settlement
Agr• , . ent is hereby amended to provide that the City and the CRA shall repeat their pending
request at the County approve Sawyer's Walk as the developer of the Project as required by the
terms of tCounty Settlement within twenty (20) days of the date of this Amendment.
11
hereby amended to
the developer of the
hundred fifty (150) day
County approve Sawyer's
Settlement, any party to th
Agreement at any time therea
developer has been obtained from
written notice to the other parties in
the parties shall be released from all fu
for the obligations which expressly surviv
proceed in accordance with Section 2.5 of th
do not elect to proceed in accordance with Sect]
Sawyer's Walk, the CRA and the City shall not b
claims, or defenses associated with the Poinciana Liti
lure to Obtain Count A..roval. Section 6.5 of the Settlement Agreement is
rovide that in the event that the County has not approved Sawyer's Walk as
roject, as required by the terms of the County Settlement within one
rom the date the City and CRA have repeated their request that the
alk as the developer of the Project as required by the County
ettlement Agreement may elect to terminate the Settlement
and prior to the time approval of Sawyer's Walk as the
County pursuant to the terms of the County Settlement by
ich event the Settlement Agreement shall terminate and
r obligations under the Settlement Agreement except
ermination, unless the City and the CRA elect to
ettlement Agreement. If the City and the CRA
2.5 of the Settlement Agreement, Poinciana,
eemed to have waived any of their rights,
ion and/or the Sawyer's Walk Litigation.
12. Amendment to County Settlement. Sectio
hereby amended to provide that the City and the CRA, in c
Walk, shall request that the County amend the terms and provi
require the County to give the construction lender for the Reverte
cure rights in the event Sawyer's Walk does not comply with the
Settlement, which request shall be made simultaneously with the re
City to the County that the County approve Sawyer's Walk as the de
Section 9 of this Amendment.
.6 of the Settlement Agreement is
ert with Poinciana and Sawyer's
ns of the County Settlement to
roperty notice of default and
quirements of the County
st by the CRA and the
loper as provided in
13. Approval under Interlocal Agreement. Section 7.1 and 7.2 . the Settlement
Agreement are hereby deleted in their entirety and replaced by the following:
7.1 Approval of Poinciana and Sawyer's Walk. Poinciana and Sa
Walk acknowledge that the terms of the Interlocal Agreement between the Coun
and the City (the "Interlocal Agreement") may require that the Board of County
Commissioners of the County to approve the selection of Sawyer's Walk as the
developer of the Project. The CRA and the City covenant and agree to repeat
their pending request seeking to obtain the approval of Sawyer's Walk as the
developer of the Project by the Board of County Commissioners under the terms
of the Interlocal Agreement within twenty (20) days from the date of this
Amendment. Poinciana and Sawyer's Walk covenant and agree to cooperate with
the City and the CRA in obtaining any the required approval. Poinciana and
S
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 Approval. If the County takes the position that
royal is required under the terms of the Interlocal Agreement, and in the event
th. he CRA and the City have not obtained the approval of Sawyer's Walk as the
deve ser of the Project from the Board of County Commissioners under the
terms • the Interlocal Agreement within one hundred fifty (150) days from the
date the ►' and the CRA have repeated their pending request for approval of
Sawyer's as the developer under the terms of the Interlocal Agreement any
party to this •reement may elect to terminate this Agreement at any time
thereafter and p Ir to the time Sawyer's Walk is approved by the Board of
County Commissio -rs pursuant to the terms of the Interlocal Agreement by
written notice to the • er party, in which event this Agreement shall terminate
and the parties shall be r. -ased from all further obligations under this Agreement
except for the obligations hich expressly survive termination, unless the City
and the CRA elect to proceein accordance with Section 2.5 of the Agreement.
If the CRA and the City do no legit to proceed in accordance with Section 2.5,
Poinciana, Sawyer's Walk, the and the City shall not be deemed to have
waived any of their rights, claim or defenses associated with the Poinciana
Litigation and/or the Sawyer's Walk L 'ration.
14. Proposed Use of TIF. The CRA a • the City acknowledge that the Proposed 'I'1F
Use listed on Exhibit "A" attached hereto and mad : part hereof has been approved by the City
Attorney as a permissible expenditure of the Increme . • 1 TIF under all applicable laws.
15. Extension of the CRA. Notwithstanding e provisions of Section 8.4 of the
Settlement Agreement, in the event that the duration of th, CRA is extended, Sawyer's Walk
shall be entitled to receive any Incremental TIF for qualifying , .es under applicable laws for use
of tax increment funds occurring through December 31, 2014, 'ch date shall automatically he
extended day for day for each day that a Challenge and/or appewith respect to the MUSP
Application exists after August 1, 2007, for up to a maximum of six months, but in no event
beyond the expiration date of the CRA.
16. Cooperation Regarding Incremental TIF. The CRA shall co. -rate with Sawyer's
Walk regarding the Incremental TIF and provide to Sawyer's Walk such ormation in the
CRA's possession or control, as Sawyer's Walk may reasonably request wi regard to the
Incremental TIF, including, without limitation, information concerning ad valore •roperty tax
roll data, projections of ad valorem revenues, debt service for applicable bonds an• uch other
information as is generally available to the CRA regarding the Incremental TIF so tha ' awyer's
Walk will have information available to it to make financial projections and provide info ation
to its prospective lenders. Any such information provided by the CRA shall be wi out
representation or warranty by the CRA and any reliance on same shall be at the sole risk
Sawyer's Walk,
17. Challenges. Section 11.1 of the Settlement Agreement is hereby deleted in its
entirety and replaced by the following:
IT
TED
11.1 Challenge. in the event that any person or entity files a challenge
(the "Challenge") with respect to (i) this Agreement; (ii) the Restated Poinciana
Lease; (iii) the proposed execution of the Restated Poinciana Lease between the
and Sawyer's Walk; (iv) the solicitation of proposals regarding the Fee
Si ,le Interest; (v) selection of a proposal regarding the Fee Simple Interest; (vi)
the oposed TIF Use; or any of , the foregoing, either judicially or
admini atively prior to the Lease Delivery Date, and such Challenge, or if more
than one iallenge is filed, all Challenges are not dismissed on or before July 1 5,
2007, any • the parties to this Agreement shall have the right to terminate this
Agreement b ritten notice to the other parties to this Agreement, in which event
this Agreement .all terminate and the parties shall be released from all further
obligations under ' is Agreement except for those obligations which expressly
survive termination, Jess the City and the CRA elect to proceed in accordance
with Section 2.5 of thi greement. If the CRA and the City do not proceed in
accordance with Section - , Poinciana, Sawyer's Walk, the CRA and the City
shall not be deemed to hawaived any of their rights, claims, or defenses
associated with the Poinciana ►' igation and/or the Sawyer's Walk Litigation. In
addition, if the Reverter Date is e nded, the July 15, 2007 date shall be extended
one month for each month the Rev -r Date is extended, but in no event shall it
be extended beyond December 31, •007, except with the approval of the
Executive Director as provided in Sectio 0.
18. Phase I. Section 13.1 of the Settleme Agreement is hereby amended to provide
that Phase I shall contain at least three hundred ninety 0) units.
19. Development Plan.
a. The parties acknowledge and agree that the ► tailed Development Plans for
Project which are identified on Exhibit "B" attached here have been approved by the
Executive Director of the CRA and are consistent wit the MUSP Application.
Notwithstanding the provisions of Section 12.1 of the Settleme Agreement, the parties
acknowledge that the Development Plans includes One Th, sand Fifty (1,050)
Residential Units and approximately Seventy Five Thousand (75,001 -quare feet of retail
and office space which comprises approximately one million three ndred thousand
(1,300,000) square feet of saleable development. Sawyer's Walk has re ested that the
CRA approve an amendment to Detailed Development Plans to reduce ' size of the
Units in accordance with the revised Detailed Development Plans identified Exhibit
"C" attached hereto (the "Revised Detailed Development Plans"). The City and e CRA
hereby approve the Revised Detailed Development Plans. Sawyer's Walk, the CI and
the CRA acknowledge that Phase I will now contain approximately three hundred nin
four (394) units and will be comprised of one building. Sawyer's Walk and the CR
acknowledge and agree that there are twenty (20) Subsidized Units and fifty-nine (50)
Affordable Units in Phase I, which Subsidized Units and Affordable Units are identified
on Exhibit "D" attached hereto. Sawyer's Walk may change the number and inix of
Residential Units based upon market conditions with the approval of the Executive
Director, which approval shall not be unreasonably withheld. The City and the CRA
ED
acknowledge that Sawyer's Walk may adjust its sales prices based upon market
conditions without notice or approval by the City or the CRA.
b. In the event that Sawyer's Walk requests changes to the Development Plan to
icrease the total number of Residential Units in excess of one thousand fifty (1,050)
'idential Units, which request is approved by either the Executive Director of the URA
or t Board of Directors of the CRA, then in such event, Sawyer's Walk shall pay to the
CRA een Thousand and No/I00 Dollars ($15,000.00) per Residential Unit for each
Resident . Unit in excess of One Thousand Fifty (1,050) Residential Units which is
approved b he CRA and for which a building permit is issued, within thirty (30) days
from the dat .uch building permit is issued (i.e., in the event that revisions to the
Development P approved by the CRA increase the number of Residential Units to
1,200 and building -rmits are issued for a total of 1200 Residential Units, then in such
event within thirty (3► days of the date the building permits are issued, Sawyer's Walk
shall pay to the CRA • Million Two Hundred Fifty Thousand and No/100 Dollars
($2,250,000.00) by wire trfer of federal funds). The failure of the Sawyer's Walk to
make the required payment sh• automatically rescind the approval of the amendment to
the Development Plan. Nothing tained herein shall be deemed or construed to require
the Executive Director of the CRA . the Board of Directors of the CRA to approve any
change to the Development Plan to in -ase the number of Residential Units,
c. In the event that Sawyer's Wal' •btains the approval of the CRA to incrca c
the number ofResidentialUnits in excess o 150 Residential Units, then in such event,
twenty percent (20%) of the additional Resi'. - tial Units shall be Affordable Units
complying with the requirements of Section 1 of the Settlement Agreement, as
revised.
20. Affordable Housing.
a. The references in Section 14.1(a) and 14.1(b) of th, ettlement Agreement !o
120% are hereby amended to read 140%.
b. Sawyer's Walk acknowledges that since the Project incl es One Thousand
Fifty (1,050) Residential Units, including sixty-nine (69) Live/Work nits, Sawyer's
Walk shall be required to provide two hundred ten (210) Affordable Uni fifty (50) of
which shall constitute Subsidized Units and be conveyed to the CRA or it •esignec in
accordance with Section 14.2 of the Settlement Agreement.
21. Subsidized Units. Sawyer's Walk covenants and agrees that in lieu of thL l:rcc
two bedroom units identified as Subsidized Units on the Development Plans, Sawyer's k
shall make these units three bedroom units, each of which shall have at least 950 square f.'
These three bedroom Subsidized Units which shall be a portion of the 50 Subsidized Units to 1-e
conveyed to the CRA in accordance with Section 14.2 of the Settlement Agreement.
22. Right to Purchase Units. Sawyer's Walk agrees that the City and/or the CRA
shall have the right, but not the obligation to purchase up to sixty-two (62) Residential Units
which Sawyer's Walk at the current Fair Market Value at the time the City and/or the CRA elect
wit
charg
good fai
and Sawye
thirty (30) da
Residential Uni
event within ten (1
shall each identify a
residential condominiu
independently determine t
Value for the Residential Uni
of each other, the average of
determination of the Fair Marke
percent (5%) the two appraisers sha
"Fair Market Value" of the Residenti
Residential Units shall be the average o
Sawyer's Walk and the CRA shall each pay
The City and/or the CRA shall elect whether
Residential Unites within thirty (30) days after t
and the CRA shall have no obligation to purchase
even after the determination of the Fair Market Value.
City and/or CRA elects to purchase any Residential
determined, and if the City and/or CRA elects to either rent
Subsidized Units or Affordable Units said units shall not be c
obligations under Section 14.1 or 14.2 of the Settlement Agree
CRA and/or the City shall mutually agree on the location of the unit
and/or the City shall not be required to pay any developer fees or si
Walk's standard contract. Sawyer's Walk shall pay all transfer taxes and t
shall pay the cost to record the deed and the cost for the title insurance.
23. Employment Training Program. Sections 17.1 and 17.2 of 'e Settlement
Agreement are hereby amended to provide that Sawyer's Walk shall have until 1, 2007 to
submit the detailed plan for the Skills Training and Employment Program and th• Property
Management Training and Employment Program 10 the Executive Director for rev '' and
approval.
24. Poinciana/Sawyer's Walk Conditions Precedent.
Section 19.1.3 of the Settlement Agreement is hereby amended to read as follows:
19.1.3 Sawyer's Walk shall have obtained MUSP Approval.
to purchase the Residential Units. The term "Fair Market Value" shall mean the price a willing
purchaser would be willing to pay for the Residential Units from a willing seller not under
istress, taking into account the number of Residential Units to be purchased, that no brokerage
will be due and payable, that the seller is not incurring any marketing costs in connection
e units, and that the buyer will not be required to pay a development fee or similar closing
to the seller in connection with the sale. Sawyer's Walk and the CRA shall proceed in
to negotiate and agree on the Fair Market Value of the Residential Units. if the CRA
Walk are not able to agree on the Fair Market Value of the Residential Units within
of the date that the CRA and/or the City gave notice of its desire to purchase the
the Fair Market Value shall be determined by an appraisal process. In such
days from the end of the thirty (30) day period Sawyer's Walk and the CR-A
Al appraiser with at least ten (10) years experience appraising similar
nits in the City of Miami. The two appraisers so selected shall each
Fair Market Value for the Residential Units. If the Fair Market
as determined by the two appraisers, is within five percent (5°/0)
e two appraisals shall be the "Fair Market Value." If the
alue of' said Residential Units differs by more than five
'ointly select a third appraiser who shall determine the
Units. In such event the Fair Market Value of the
e three appraisals. If a third appraiser is required,
e-half (1/2) the cost to retain the third appraiser.
proceed with the purchase of such additionntl
air Market Value is determined. The City
Residential Units from Sawyer's W M1.,
awyer's Walk acknowledges that if the
its after the Fair Market Value is
h units or sell such units as either
nted towards Sawyer's Walk's
nt. Sawyer's Walk and the
be purchased. The CRA
ar charges in Sawyer's
CRA and/or the City
TE
Section 19.2 of the Settlement Agreement is hereby amended to change the references to
March 15, 2006 to June 15, 2007. In addition, if the Reverter Date is extended, the June 1 5,
7 date shall be extended one month for each month the Reverter Date is extended, up to a
ma urn of six (6) months,
2 CRA/City Conditions Precedent.
Section1.15 of the Settlement Agreement is amended to read as follows:
20.1. I MUSP Approval has been obtained.
Section 20.2 of the ttlement Agreement is hereby amended to change the reference to
April 15, 2006 to July 15, 201' In addition, if the Reverter Date is extended, the July 15, 2007
date shall be extended one ms h for each month the Reverter Date is extended, up to a
maximum of six (6) months.
26. Lease Delivery Date. S ions 21.1 and 21.2 of the Settlement Agreement are
hereby amended to change the reference t• • pril 30, 2006 to July 25, 2007. In addition, if the
Reverter Date is extended, the July 25, 2007 .te shall be extended one month for each month
the Reverter Date is extended, up to a maximum ► six (6) months.
27. Assignability. Section 20 of the Settle nt Agreement is hereby amended to read
as follows:
29. ASSIGNABILITY. Neither Sawyer's alk nor Poinciana shall be
entitled to assign its rights hereunder nor admit any n partners, shareholders,
members or other beneficial owners, except as herein pro •ed, without the prior
written consent of the CRA and the City, and such c ' sent shall not be
unreasonably withheld or delayed. The CRA and the City sh • respond to any
request for consent made pursuant to this Section within sixty (60 •ays of receipt
of such request.
28. Ratification. Except as herein modified the parties ratify and r.'ffirm all of tl:e
terms and conditions of the Settlement Agreement.
29. Conflict. In the event of a conflict between the terms and provisions of th,s
Amendment and the terms and provisions of the Settlement Agreement, the terms and p visions
of this Amendment shall control. In the event of a conflict between the term, and provists of
the Settlement Agreement, as amended by this Amendment, and the Detailed Develop iut
Plans, the Settlement Agreement, as amended by this Amendment shall control.
30. Extension of Deadlines. The Executive Director of the CRA shall have the
authority to extend any deadline up to a maximum of ninety (90) days, provided that Sawyer's
Walk and/or Poinciana has demonstrated to the satisfaction of the Executive Director that t1;c
cause for any delay was riot the result of any action or inaction on the part of Sawyer's Walk
and/or Poinciana, but in no event shall any deadlines with respect to the Incremental TIP be
extended.
Cr
1171114
rI
8
31. Covenant. The Covenant attached 10 the Settlement Agreement as Exhibit "U"
sha ,e amended to incorporate the terms and provisions of this Amendment.
3 Restated Lease. The Restated Lease attached to the Settlement Agreement as
Exhibit "D" 31l be amended to incorporate the terms and provisions of this Amendment.
(SIGNATURE PAGE FOLLOWS]
UTED
9
IN WITNESS HEREOF the parties have executed this Amendment as of the date !irsl
ve written.
CITY 11, MIAMI, a Municipal
Corporati • of the State oi' Florida
By:
Peter Hernandez, C - f Administrator/City Manager
Date Executed:
ATTEST:
Priscilla A. Thompson, City Clerk
Approved for legal sufficiency
By:
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
James H. Villacorta
Title: Executive Director
ATTEST:
Priscilla A. Thompson, Clerk of the Board
Approved for legal sufficiency
CITY ATTORNEY
By:
r
Jorge L. Fernande
s
10
1
" r,_
proved for legal sufficiency
Bv:
Willi
Hollan
Special C
R. Bloom, Esq.
Knight LLP
sel to CRA
APPROVED AS TO URANCE REQUIREMENTS:
LeeAnn Brehm
Director, Risk Management
SAWYER'S WALK, LTD., a Flori
limited partnership
BY: INDIAN RIVER INVESTMEN OMMUNITIES,
INC., a Florida corporation, its gen :1 partner
By:
Name: Ted H. Weitzel
Title: President
Date Executed:
WITNESSES:
Print Name
Print Name
POINCIANA VILLAGE OF MIAMI, LTD.,
a Florida limited partnership
BY: INDIAN RIVER INVESTMENTS OF MIAMI,
1NC., a Florida corporation, its general partner
By:
Name: Ted H. Weitzel
Title: President
Date Executed:
1TNESSES:
Print Name
Print Name
ll4153393 vil
12
1. Parking 'lities
2. Infrastructure
# 4153393_v11
EXHIBIT "A"
TIF USES
rovements in adjacent right of way
13
EXHIBIT "B"
Detailed Development Plans
Detailed Developme tans for Sawyer's Walk dated March 8, 2006 prepared by Behar* Font .:4.
Partners, P.A. 1
1 Documents available for viewing on compact disc at the City Clerk's Office or online through the City of
Miami's legislative hub. (http://www.ci.miami.fl.us/City_Clerk/Pages/default.asp)
14
EXHIBIT "C"
evised Detailed Development Plans
Amendment to Detailed Develo ► • ent Plans for Sawyer's Walk prepared by Behar* Font &
Partners, P.A, dated March 1, 200
2 Documents available for viewing on compact disc at the City Clerk's Office or online through the City of
Miami's legislative hub. (http://www.ci.miami.fl.us/City_Clerk/Pages/default.asp)
15
EXHIBIT "1)"
(dent ation of Phase 1 Affordable Units and Subsidized Units3
# 4153393_v I I
3 Documents available for viewing on compact disc at the City Clerk's Office or online through the Cil�
Miami's legislative hub, (http://www.ci.miami.fl.us/City_Clerk/Pages/default.asp)
16
NEILL