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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 UJ 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 I V TO ti ORIO� SAL � a ORIGINAL CAN BE 1.1 'n' o the r ,. a ��71�Ci recoil in connection with 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 rl;.'cord! in 9 with 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