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HomeMy WebLinkAboutExhibit 1(Space Above For Recorder's Use Only) This instrument prepared by and when recorded return to Olga Ramirez•Seijas. Esq. City Attorney's Office City of Miami 444 SW 2i0 Avenue Miami, Florida 33130 THIRD AMENDED DECLARATION OF RESTRICTIONS The undersigned is the Owner of the real property (the "Property") located in Miami -Dade County, Florida, legally described in Exhibit "A". See Exhlbit "A" attached hereto And by this reference made a part hereof. The City of Miami (the "City") conveyed the Property to the Owner pursuant to that certain Purchase and Sale Agreement dated May 30, 2003, as amended (the "Agreement"). Pursuant to the Agreement, the Owner represented that it would develop the Property in three separate phases (each, a "Phase", and collectively, the "Phases") consistent with the site plan. In addition, and as a specific part of the consideration for the City's entering into the Agreement, the Owner agreed that the two residential Phases would be restricted solely to development of residential condominiums which would be sold predominantly as affordable housing, (each, a "Residential Phase") and one Phase would be developed as a commercial component consisting of approximately 108,000 square feet of commercial space (the "Commercial Component"). The Owner has also represented that it would commence construction of at least one (1) of the Residential Phases prior to commencement of construction of the Commercial Component. Simultaneously with the conveyance of the Property, Owner executed a Declaration of Restrictions, recorded March 22, 2005 in Official Records Book 23191, Pages 1541-1546 of the Public Records of Miami -Dade County, Florida (the "Original Covenant") to assure, among other things, that at least 74 of the 99 units in each Residential Phase shall be sold predominantly as affordable housing units. ors:Do.umcnt 87915 At Owner's request, the City Commission, on December 15, 2005, adopted Resolution No. 05- 0736 authorizing an amendment to the Original Covenant to reduce the number of required affordable housing units to 28 and to provide a minimum of 24 units as workforce housing units, as described in the Amended Declaration of Restrictions dated May 9, 2006, recorded July 12, 2006 in Official Records Book 24712, Page 396, of the Public Records of Miami -Dade County, Florida (the "First Amendment"). At Owner's request, due to market conditions, on March 8, 2007 the City Commission adopted Resolution No. 07-0147 reducing the total number of residential units under each Phase from 99 to 52, to eliminate market rate housing units but maintain the required 24 workforce and 28 affordable housing units in each tower. As a result of site plan requirements, it has been determined that the first Residential Phase will consist of 56 residential units and the second Residential Phase will consist of 48 residential units, instead of each having 52 residential units, thereby requiring a modification of the Second Amended Declaration of Restrictions, filed May 25, 2007 as recorded in Official Records Book 25651, Page 2954 of the Public Records of Miami -Dade County, Florida (the "Second Amendment"). At Owner's request, the Miami City Commission, on October 11, 2007 adopted Resolution No. 07-0588 authorizing a reallocation of the total number of residential units in each Phase so that the first Residential Phase would have at least 56 units consisting of at least 28 affordable housing units and 28 work force units, and the second Residential Phase will have at least 48 residential units, consisting of at least 28 affordable housing units and 20 work force units, to adjust to the configuration of the structures to be built in each Residential Phase, as shown on the site plan. Owner hereby amends the Original Covenant, as amended by the First Amendment and the Second Amendment, in its entirety, to read as set forth herein, and by joinder hereof, the City consents to such amendment. IN ORDER TO ASSURE the City that the representations made to it by the Owner regarding development of the Property will be abided by the Owner, the Owner freely, voluntarily and without duress makes this Declaration of Restrictions (the "Declaration") covering and running with title to the Property as follows: (1) Develoament of Condominium. The Owner hereby confirms, stipulates and agrees that the first Residential Phase shall contain at least fifty-six (56) residential condominium units and the second Residential Phase shall contain at least forty-eight (48) residential condominium units, and shall be subject to the affordable housing requirements set forth in Paragraph 3 below. (2) Timine of Construction. The Owner hereby agrees that construction of the first Residential Phase shall commence prior to commencement oars: )o ument 87915 (3) ors:Docum nt 87915 of construction of the Commercial Component, and conclusive compliance with this provision for the purposes hereof shall be sufficiently evidenced by (i) closing of a construction loan for the first Residential Phase, (ii) either direct evidence of sufficient additional equity to complete construction of such Residential Phase or certification from the institutional construction lender of availability of such necessary equity, (iii) full building permit for the Residential Phase and (iv) physical commencement of the work. Affordable Housing & Workforce Housing. The Owner hereby agrees that at least 28 of the 56 units in the first Residential Phase and 28 of the 48 units in the second Residential Phase (the "Affordable Housing Units"), shall be sold predominantly as affordable housing units to individual third party purchasers who meet the following affordable housing income test criteria: (i) at least four (4) units must be sold to families whose income does not exceed 50% of the median income for Miami -Dade County, Florida, (ii) at least eighteen (18) units must be sold to families whose income does not exceed 80% of the median income for Miami -Dade County, Florida and (iii) at least six (6) units must be sold to families whose income does not exceed 120% of the median income for Miami -Dade County. Florida. Additionally, Owner agrees that at least twelve (12) units in the first Residential Phase, and eight (8) units in the second Residential Phase shall be sold to families whose income does not exceed 150% of the median income for Miami -Dade County and at least sixteen (16) units in the first Residential Phase, and twelve (12) units in the Second Residential Phase will be sold to families whose income does not exceed 170% of the median income for Miami -Dade County, Florida ("Workforce Housing Units"). In the event that Owner is unable to obtain, after good faith effort,. additional HOME Funds (i.e., governmental grants or other economic incentives) in the amount of $1,200,000 for the development of the second Residential Phase, then all of the Affordable Housing Units in the second Residential Phase shall be sold to purchasers who meet the affordable housing income test criteria set forth in subparagraph, 3(iii) above. In order to ensure compliance with the requirements of this paragraph, the Owner shall obtain a written and sworn affidavit, in the form attached hereto as Exhibit "B", from the purchaser of each of the Affordable Housing Units, certifying and confirming to the City the purchaser's compliance with the above described affordable housing income test criteria and, for at least the Workforce Housing Units, in each Residential Phase, a written and sworn affidavit, from the purchaser of each such unit, in the form attached hereto as Exhibit "C", certifying and confirming to the City the purchaser's compliance with the applicable workforce housing income test criteria. (4) Continuous Construction. Upon commencement of construction of each Phase construction thereof shall be maintained on a continuous basis in good faith in order to timely complete construction of such Phase. (5) Covenant Aeainst Assignment. The Owner shall not convey title to any Phase or any ownership interest in the Owner and/or the Property without the prior written consent of the City in its sole and absolute discretion (subject to the limitations related to the second residential Phase provided hereinafter). Notwithstanding the foregoing, the City's consent shall be deemed granted and the Owner shall be entitled to assign and convey interests in the Property under the following circumstances: (a) any assignment to a wholly owned subsidiary or affiliate of the Owner; (b) any assignment of a minority equity interest in the Owner to a third party investor, based on the City's eligibility requirements set forth below; (c) any conveyance to any institutional construction lender providing construction financing for such Phase or any institutional permanent lender providing financing for such Phase and/or anx of their assigns or successors in title, and (d) any conveyance in accordance with the provision of Paragraph (3) of this Declaration. No assignment permitted by this paragraph (other than pursuant to Sub -paragraph (d) hereinabove) shall in anyway release the requirements of this Declaration. From and after the issuance of a certificate of occupancy for the first Residential Phase and the Commercial Component, the Owner may assign its interests in or title to the second Residential Phase with the City's prior written approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Owner expressly agrees that minority equity third party investors shall have not, as of the time when the assignment occurs or approval of the City is requested: (i) committed a material breach under any lease or other written agreement with City; (ii) had any criminal felony convictions within the immediately preceding ten (10) years, (iii) had a reputation (as evidenced by newspaper articles or other media reports of the mainstream press which are not subsequently retracted) for corrupt or unlawful business dealings; (iv) been named on any terrorist list; or (v) otherwise have been previously barred from doing business with the City. (6) Term. This Declaration is to run with the land and shall be binding on all parties and all persons claiming under it until all of the Affordable and Workforce Housing Units have been built, sold and conveyed to individual third party purchasers qualifying pursuant to the requirements of Paragraph (3) above, provided, however, that each separate condominium unit shall be deemed released from the ors:Document 87913 (7) provisions of this Declaration upon recordation in the public records of Miami -Dade County, Florida, of a release by the City. Time is of Essence. The Owner acknowledges and agrees that time is of the essence with respect to each and every provision of this Declaration. (8) Covenant Running with the Land. This Declaration on the part of the Owner shall constitute a covenant running with the land and shall be recorded in the public records of Miami -Dade County, Florida and shall remain in full force and effect and be binding upon the Owner, and its successors and assigns until such time as the same is modified or released pursuant to the terms hereof. These restrictions during their lifetime shall be a restriction and limitation upon all present and future owners of the real property and for the public welfare. (9) Modification, Amendment. Release. This Declaration may be modified, amended or released as to the land herein described, or any portion thereof, by a written instrument executed by the Owner and the City, or as described in Paragraph (6) hereof. (10) Enforcement. Enforcement shall be by action against any parties or person violating, or attempting to violate, any provision of this Declaration. This Declaration, and the acceptance hereof by the City, is not intended and should not be construed to confer any rights on any third parties other than the Owner and the City. The prevailing party in any action or suit, pertaining to or arising out of this Declaration, shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the Court may adjudge to be reasonable for the services of its attorney, at trial and appeal. This enforcement provision shall be in addition to any other remedies available at law or in equity or both. (11) Remedies. Each party hereto shall have all rights, remedies and privileges available at law or in equity. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of any one or more shall neither be deemed to constitute an election of remedies, nor shall it preclude either party from exercising such other additional rights, remedies or privileges. (12) Severability. Invalidation of any one of these covenants, by judgment or Court, in no way shall affect any of the other provisions which shall remain in full force and effect. (13) Recording. This Declaration shall be filed of record in the public records of Miami -Dade County Florida at the cost of the Owner. ors:Document 81915 Signed, witnessed, executed and acknowledged this (?'L day of Nh%nizt , 2007. Witnesses: Print Name: STATE OF FLORIDA } COUNTY OF MIAMI-DADE } Wagner Square, LLC, a Florida limited liability company J11c�Na Title: ade,L) set-aa.a., (SEAL) The foregoing instrument was acknowledged before me this 6 day of %UQ I/Env3 I 4 , 2007 by )E s'aveai% i�/YJT C 7E,eP(rl61f Wagner Square, LLC, a Florida limited liability compau, on behalf of the limited liability company, who is personally known to me or produced a valid driver's license as identification. NOTARY PUBLIC: Print: /j i_ =L�1I! 0 A) My o mission Expires: 2d1(� State of Florida at Large (Sea ) NCT1RY PUBL1 -STATE OF FLORIDA Karen S. Watson Commission #DD551548 My Comm. Expires: 05/11/2010 ors:Docunent 87915 JOINDER The City of Miami, a municipal corporation of the State of Florida, hereby joins in the foregoing Third Amended Declaration of Restrictions for the sole purpose of consenting to the recordation of this instrument. Attest: (73/44.1' Priscilla A. Thompson, CitClerk /NI-0 7 City of Miami, a mun ofjp., rporation Pedro G. Herna, City Manager STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this i'j day of iliD.lea• a(/ , 2007, by Pedro G. Hernandez, City Manager of the City of Miami, who is personally known to me or has produced a valid driver's license as identification. • •TARY PUBLIC -STATE OF FL K1DA • "':;Ofelia E. Pena Commissloa #DD711412 ��` Expires: AUG. 02,2011 BoemZD•raaomemcsormaa tam' Approved as to Form and Correctness rge F andez, City Attorney ora:Doeurnent 87915 NOTARY PUBLIC: r Sign: Print: My Commission Expires: State of Florida at Large (Seal) EXHIBIT "A" The Prouertv All of WAGNER SQUARE, according to the Plat thereof, as recorded in Plat Book 162, Page 66, of the Public Records of Miami -Dade County, Florida. ors:Documcnt 87915 I (We) EXHIBIT "B" INCOME AFFIDAVIT FORM (Affordable Housing Units) my (our) income for last year is either at or below (a) 120% of the Miami -Dade County median income. City of Miami, , do hereby certify that _ 50%, or (b) 80%, or (c) 1 (We) fully understand that the as the Developer, and Title Insurance Company are relying on this certification in order to release Unit of Phase of the Wagner Square Condominium from the Declaration of Restrictions recorded March 22, 2005, in Official Records Book 23191, Pages 1541-1546 of the Public Records of Miami -Dade County, Florida, as amended. Buyer Buyer STATE OF FLORIDA COUNTY OF ) BEFORE ME, the undersigned authority, personally appeared , who is (are) personally known to me or has (have) produced satisfactory evidence of identification and did take an oath, and who after first being duly sworn, did depose and state that the foregoing Income Affidavit is true and correct to the best of his/her knowledge and belief. SWORN TO AND SUBSCRIBED before me this day of , 200 by My Commission Expires: ors:t)ucuntent 87915 NOTARY PUBLIC State of Florida at Large Print Name: EXHIBIT"C" INCOME AFFIDAVIT FORM jWorkforce Housing Units) I (We) , do hereby certify that my (our) income for last year is either at or below (a) — 150%, or (b) 170% of the Miami -Dade County median income. 1 (We) fully understand that the City of Miami, as the Developer, and Title Insurance Company are relying on this certification in order to release Unit of Phase of the Wagner Square Condominium from the Declaration of Restrictions recorded March 22, 2005, in Official Records Book 23191, Pages 1541-1546 of the Public Records of Miami -Dade County, Florida, as amended. Buyer Buyer STATE OF FLORIDA ) ) COUNTY OF BEFORE ME, the undersigned authority, personally appeared , who is (are) personally known to me or has (have) produced satisfactory evidence of identification and did take an oath, and who after first being duly sworn, did depose and state that the foregoing Income Affidavit is true and correct to the best of his/her knowledge and belief. SWORN TO AND SUBSCRIBED before me this day of , 200 by My Commission Expires: ors:Documrnt 87915 NOTARY PUBLIC State of Florida at Large Print Name: JOINDER BY WAGNER SOUARE I. LLC, A FLORIDA LIMITED LIABILITY COMPANY Wagner Square I, LLC, by and through its authorized representative, hereby joins in the acceptance and approval of the Third Amended Declaration of Restrictions and Reverter entered into between the City of Miami and Wagner Square, LLC and does freely, voluntarily, and without duress agree that the terms and provisions of the Third Amended Declaration of Restrictions and Reverter shall cover and run with the title to the following described property which is owned by Wagner Square I, LLC: Tract "A" of WAGNER SQUARE, according to the Plat thereof, as recorded in Plat Book 162, Page 66, of the Public Records of Miami -Dade County, Florida; less and except the following described portion thereof: A portion of land located in the NW 1/4 of Section 35, Township 53 South, Range 41 East, City of Miami, Miami -Dade County, Florida, more particularly described as follows: Begin at the Southwest corner of Tract "A", WAGNER SQUARE, according to the Plat thereof, as recorded in Plat Book 162, Page 66, of the Public Records of Miami -Dade County, Florida; thence S 89° 59' 04" E along and on the South line of said Tract "A" a distance of 57.23 feet; thence N 00° 10' 33" W a distance of 65.79 feet to a point; thence N 89° 49' 27" E a distance of 201.77 feet to a point; thence N 00° 10' 33" W a distance of 96.77 feet to a point on the North line of said Tract "A"; thence N 89° 57' 46" W along and on the North line of said Tract "A" a distance of 259.25 feet to the Northwest corner of said Tract "A"; thence S 00° 15' 48" E along the West line of said Tract "A" and the East right of way of N.W. 15th Avenue, a distance of 163.33 feet to the Point of Beginning. Signed, witnessed, executed and acknowledged this olt, day of /VO/Jerfrilat , 2007. Witnesses: Wagner Square I, LLC, a Florida limited liability company, ."' By: Prin ame: 5/ i GTL(r. ���" Print Name: Title: Print r-(NL1 `-�f� I2 �2 STATE OF FLORIDA COUNTY OF MIAMI-DADE } SS: 14. The foregoing instrument was acknowledged before me this 0E6 day of Jtiy,116-i_ , 2007 by 11AS rn;�tt Ky.ids/ agner Square I, LLC, a Florida limited liability company, on behalf of the Limited/liability company, who is personally known to me or produced a valid driver's license as identification. LA"-- t/t keirk. None:ic S h sc/ Printt Namame: TNN � �/ll V ) Commis h0`0i�lrEYPur mifri)OjfIEPi0/O 11? Karen . S. Watson 4„ Comm nission # DD551548 My Conun. Expires: 05/11/2010 IBB/hardy/40133 Jackson, Robin Jones From: Mirones, Pedro Sent: Friday, August 29, 2008 11:50 AM 1 o: 'Slade, Stephen D' Cc: Mensah, George; Jackson, Robin Jones; Spring, Larry; Duran, Alfredo; 'Debra@redevco.org'; 'IRaij@foley.com' Subject: RE: City of Miami, FL Attachments: REQUEST FOR ADVANCE.docx This is a draft of the document that we intend to deliver to HUD. There are a few legal things that have to be done between the City and the developer but it is dear that the City will he borrowing the full amount in the near future. Thanks Pedro From: Slade, Stephen D[mailto:stephen.d.slade@hud.gov] Sent: Thursday, August 28, 2008 10:01 AM To: Mirones, Pedro Subject: City of Miami, FL Importance: High Hello Pedro, I hope this finds you doing well. I am just following up as I have not yet received anything from you or Irwin regarding the Section 108 advance. Please advise. Stephen Slade 202-402-4651 1 REQUEST FOR ADVANCE: Dated September 1, 2008 September 1, 2008 U. S. Department of Housing and Urban Development Paul D. Webster Director Financial Management Division — Room 7180 451 Seventh Street, SW Washington, DC 20410 Dear Mr. Webster: The City of Miami, Florida hereby requests an advance in the amount of Four Million Dollars and No/Cents ($4,000,000.00) under the Variable Fixed Rate ("VFR") Note guaranteed pursuant to Section 108 of the Housing and Community Development Act of 1974, as amended. The amount to be advanced under the Note(s) is $4,000,000.00 Principal Due Date Amount 1. August 1, 2008 $ 0 2. August 1, 2009 0 3. August 1, 2010 193,000.00 4. August 1, 2011 195,000.00 5. August 1, 2012 198,000.00 6. August 1, 2013 201,000.00 7. August 1, 2014 204,000.00 8. August 1, 2015 ' 207,000.00 9. August 1, 2016 210,000.00 10. August 1, 2017 213,000.00 11. August 1, 2018 216,000.00 12. August 1, 2019 219,000.00 13. August 1, 2020 376,000.00 14. August 1, 2021 382,000.00 15. August 1, 2022 389,000.00 16. August 1, 2023 395,000.00 17. August 1, 2024 402,000.00 Total $4,000,000.00 Please wire transfer the advance using the following information: SUNTRUST ATL ABA #061000104 A/C #9088000265 NOTIFY TRUST MIAMI Ref: Wagner Square GTD LN Fds A/C #7900260 Notify: Holly Jeske SD 280-7009 Paget r Additional wire information: Advance Request Dated August 1, 2008 BORROWER : City of Miami, Florida AMOUNT : $4,000,000.00 VARIABLE FIXED RATE NOTE NUMBER : B-02-MC-12-0013 1. Name of Bank : SunTrust Bank-FL-Miami-1020 2. Address of Receiving Bank : Corporate Trust Department 777 Brickell Avenue Miami, Florida 33131 3. A.B.A. Number* : #061000104 4. Borrower's Account Number : 7900260 5. Account Name : City of Miami, Florida, Wagner Square Project Guaranteed Loan Funds. Account Sun Trust Bank a Custodian of United States Department of Housing and Urban Development 6. Bank Official to Contact : Holly Jeske, Vice President 7. Phone Number of Bank Official : 305-579-7009 The two officials signing below have signatures on the authorized HUD signature card. Name: Pedro J. Mirones Date Name: Diana M. Gomez Title: Assistant Director Title: Director Department of Community Development Department of Finance Jackson, Robin Jones From: Sent: To: Cc: Subject: Attachments: Raij, Irwin P. [IRaij@foley.com] Monday, August 25, 2008 1:13 PM Mirones, Pedro; Jackson, Robin Jones Ramirez-Seijas, Olga; Mensah, George; Spring, Larry PROPOSED MODIFICATION COMMITMENT SCHEDULE - #2.docx PROPOSED MODIFICATION COMMITMENT SCHEDULE - #2.docx Pedro/Robin, Attached is the revised proposed modification to the commitment schedule we discussed on Friday. I believe it is now consistent with HUD's requirements. Please advise if you have any questions or require any additional information. All the best, Irwin The preceding email message may be confidential or protected by the attorney -client privilege. It is not intended for transmission to, or receipt by, any unauthorized persons. If you have received this message in error, please (i) do not read it, (ii) reply to the sender that you received the message in error, and (iii) erase or destroy the message. Legal advice contained in the preceding message is solely for the benefit of the Foley & Lardner LLP client(s) represented by the Firm in the particular matter that is the subject of this message, and may not be relied upon by any other party. Internal Revenue Service regulations require that certain types of written advice include a disclaimer. To the extent the preceding message contains advice relating to a Federal tax issue, unless expressly stated otherwise the advice is not intended or written to be used, and it cannot be used by the recipient or any other taxpayer, for the purpose of avoiding Federal tax penalties, and was not written to support the promotion or marketing of any transaction or matter discussed herein. i PROPOSED MODIFICATION COMMITMENT SCHEDULE Note No.: B-02-MC-12-0013 Principal Due Date Commitment Amount August 1, 2008 $0 August 1, 2009 $0 August 1, 2010 $193,000 August 1, 2011 $195,000 August 1, 2012 $198,000 August 1, 2013 $201,000 August 1, 2014 $204,000 August 1, 2015 $207,000 August 1, 2016 $210,000 August 1, 2017 $213,000 August 1, 2018 $216,000 August 1, 2019 $219,000 August 1, 2020 $376,000 August 1, 2021 $382,000 August 1, 2022 $389,000 August 1, 2023 $395,000 August 1, 2024 $402,000 Maximum Commitment Amount = $4,000,000 Jackson, Robin Jones From: Sent: To: Cc: Subject: Attachments: Raij, Irwin P. [iRaij©foley.com] Friday, August 22, 2008 11:41 AM Jackson, Robin Jones; Mirones, Pedro Nall, Glendon; Ramirez-Seijas, Olga FW: Draft Final BEDI draw 200K Draw 6 Final BEDI 081108.pdf From: Raij, Irwin P. Sent: Thursday, August 21, 2008 1:33 PM To: Mirones, Pedro Cc: Jackson, Robin Jones Subject: Draft Final BEDI draw 200K Pedro, Per our discussion earlier today, attached is a draft related to the final $200,000 BEDI draw. Please contact me at your earliest convenience if you have any questions or concerns. Best, Irwin 305-482-8422 202-295-4031 202-422-4034 (m) The preceding email message may be confidential or protected by the attorney -client privilege. It is not intended for transmission to, or receipt by, any unauthorized persons. If you have received this message in error, please (i) do not read it, (ii) reply to the sender that you received the message in error, and (iii) erase or destroy the message. Legal advice contained in the preceding message is solely for the benefit of the Foley & Lardner LLP client(s) represented by the Firm in the particular matter that is the subject of this message, and may not be relied upon by any other party. Internal Revenue Service regulations require that certain types of written advice include a disclaimer. To the extent the preceding message contains advice relating to a Federal tax issue, unless expressly stated otherwise the advice is not intended or written to be used, and it cannot be used by the recipient or any other taxpayer, for the purpose of avoiding Federal tax penalties, and was not written to support the promotion or marketing of any transaction or matter discussed herein. i WAGNER SQUARE, LLC 11098 Biscayne Blvd, Suite 103 Miami, Florida 33161 305-981-4500 (Telephone), 305-981-0003 (Facsimile) :)/4/— August 11, 2008 Mr. Pedro Mirones Department of Community Development 444 SW 2"d Ave Second Floor Miami, FL 33130 RE: Wagner Square Project Wagner Square, LLC/ The City of Miami Dear Mr Mirones; We are enclosing our Final Requisition in the amount of $200,000.00 for the BEDI funding. Please forward the check made payable to Wagner Square, LLC, upon receipt of The City of Miami's approval. Please call-meewitlranyzquestion regarding the enclosures. Sincerely, Wagner Square, LLC Debra Sinkle KoIsky, manager DSK: Enclosures cc: The City of Miami — Office of the City Manager (Pete Hernandez) Via Facsimile (305) 250-5410 with Enclosures The City of Miami —Director, Dept. of Community Development (George Mensa) Via Facsimile (305) 416-2090 with Enclosures . The City of Miami — City Attorney (Robin Jackson Jones) Via Facsimile (305) 416-1801 with Enclosures Irwin Raij — Foley Lardner LLP Via Facsimile 202 672-5399 with Enclosures First American Title Insurance Company/ City of Miami Owner: Wagner Square, LLC BY: DESCRIPTION TOTAL PROJECTED COST REVISED: Exhibit "E" Remediation Expense REQUISITION /{ 6 PROJECT: Wagner Square PREVIOUS CURRENT REQUISITION REQUISITION AMOUNT AMOUNT TOTAL LOAN BALANCE TO BE SOFT COSTS Engineering including RAP/Bidding/Complianc 65,000.00 64,411.23 - 64,411.23 588.77 Acquisition of Duplexes 159,000.00 158,637.84 158,637.84 362.16 Cost Cap & liability Insurance Premium & payr 200,000.00 170,938.75 - 170,938.75 29,061.25 Self Retention/Cost Cap Insurance 100,000.00 - - 100,000.00 Attorneys Fees BEDI/Davis Bacon/108 100,000.00 73,859.29 833.00 74,692.29 25,307.71 Allocation for Remediation Costs 1,676,461.00 1,109,673.46 - 1,109,673.46 566,787.54 Contigency 268,539.00 25,767.44 40,529.16 66,296.60 202,242.40 Brownfield's Supervision 30,000.00 30,000.00 - 30,000.00 - Environmental Attorney 20,000.00 15,864.99 - 15,864.99 4,135.01 Unused surplus funds to be invested in the project 928,484.84 - 928,484.84 (928,484.84) PURCHASERS REMEDIATION EXPENSE C) $ 2,619,000.00 $ 2,419,000.00 $ 200,000.00 $ 2,619,000.00 $ 0.00 F:\Wagner Square - Old File\BEDI-first Am disbursments\[Draw 6.xls]Draw Summary 8/11/2008-1:35 PM _1ET- Exhibit "A" Written Request for Disbursement The undersigned, Wagner Square, LLC and the City of Miami, hereby request and direct the Escrow Agent, First American Title Insurance Company, to disburse to Wagner Square, LLC the total payment amount listed below, for purposes of payment to the listed payees, from the Escrowed Property which is in the possession of Escrow Agent pursuant to the terns of that certain Escrow Agreement which has been entered into between Owner and the City: No. VENDOR NAME AMOUNT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 City of Miami Duplex costs 158,637.84 Foley & Lardner 485.00 Foley & Lardner 348.00 Platinum Property Management, Inc 31,703.50 SunTrust Custodial Accounts 2500.00 SunTrust Custodial Accounts 1500.00 SunTrust Custodial Accounts 1000.00 SunTrust Custodial Accounts 1537.83 SunTrust Custodial Accounts _ 1037.83 SunTrust Custodial Accounts 1250.00 TOTAL $200,000.00 TOTAL AMOUNT OE DISBURSEMENT PAYABLE TO WAGNER SQUARE, LLC $ 200,000.00 WAGNER SQUARE, LLC Name: Title: CITY OF MIAMI: By: Title: