HomeMy WebLinkAboutCRA-R-14-0007 AttachmentBLOCK 46 DEVELOPMENT AGREEMENT
THIS BLOCK 46 DEVELOPMENT AGREEMENT (the "Agreement") is made as of the
day of January, 2014, by and between SAWYERS WALK, LTD., a Florida limited
partnership and POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership
(collectively, the "Developer"), and the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA");
RECITALS
A. The Southeast Overtown/Park West Project area was designated as a community
redevelopment area (the "Redevelopment Area") by Miami -Dade County, a political subdivision
of the State of Florida (the "County"). A redevelopment plan was approved by the
Commissioners of the City of Miami and the Commissioners of Miami -Dade County with
certain redevelopment authority granted by the County to the City for project implementation.
The City assigned to the CRA the redevelopment authority granted by the County to the City.
B. The CRA issued a request for proposals (the "RFP") for the development of that
certain real property located within the Redevelopment Area which is more particularly
described on Exhibit "A" (the "Property").
C. In response to the RFP, Developer submitted a proposal for the development of
the Property, as more particularly described in the proposal submitted by the Developer (the
"Proposal").
D. Developer was the only respondent to the RFP. Based upon the evaluation by the
executive director of the CRA (the "Executive Director") and subsequent negotiations between
the Executive Director and the Developer, the Executive Director has recommended to the Board
of Commissioners of the CRA (the "CRA Board") that the CRA enter into this Agreement with
the Developer.
E. Pursuant to CRA Resolution Number CRA-R-14-
authorized the CRA to enter into this Agreement.
, the CRA Board
F. The CRA desires to convey the Property to the Developer subject to the terms and
provisions of this Agreement and the Developer desires to acquire the Property from the CRA
for the development of the Project, as hereinafter defined, subject to the terms and provisions of
this Agreement.
NOW THEREFORE, for and in consideration of the $10.00 and other good and valuable
consideration and of the covenants and agreements hereafter set forth, the parties agree as
follows:
1. RECITALS. The Recitals to this Agreement are true and correct and are
incorporated herein by reference and made a part hereof.
2. PROPERTY. The property to be conveyed by the CRA to Developer pursuant to
the terms of this Agreement consists of the Property and all appurtenances belonging thereto,
including any and all rights, privileges and easements in any way pertaining thereto, all right,
title and interest of the CRA in and to any adjoining sidewalk and in and to any adjoining street
or alley and all right, title and interest of the CRA in permits and approvals issued by the
applicable governmental authorities relating to the use and development of the Property.
3. INSPECTION PERIOD.
3.1 Inspections. Developer shall have until 5 p.rn. on the thirtieth (30t') day
after the Effective Date, as hereinafter defined, (the "Inspection Period") to perform, at
Developer's sole cost and expense, such investigations and inspections of the Property the
Developer, in Developer's sole and absolute discretion deems appropriate, including, without
limitation, soil tests, zoning investigations, utility availability and environmental matters
(collectively the "Inspections") to determine whether the Property is acceptable to Developer, in
its sole discretion. Prior to performing any on -site Inspections, Developer shall provide at least
one (1) business day's prior written notice to the Executive Director (which may be delivered by
email) at 1490 NW Third Avenue, Suite 105, Miami, Florida 33136, Phone: 305-679-6800;
Facsimile: 305-679-6835; email: cwoods@miamigov.com (or such other CRA representatives
as designated by the Executive Director), which written notice shall provide reasonable detail
regarding the type and scope of Inspection(s) to be performed and the scheduled date and time
for such Inspection(s) and provide the Executive Director the opportunity to have a
representative from the CRA present at any such Inspection(s). Developer shall conduct such
Inspection in a manner so as to not unreasonably interfere with the current use of the Property.
3.2 Restoration. Following any such Inspections, Developer shall promptly
restore the Property to the condition existing immediately prior to such Inspections. The
Inspections shall be conducted in accordance with all applicable laws and by licensed and
insured professionals, and Developer shall cause its inspectors to obtain, at Developer's sole cost
and expense, any and all licenses and permits required to conduct the Inspections, as applicable.
3.3 Environmental Audit. Should Developer conduct a Phase I environmental
audit ("Phase I Report") and such audit reflects a recommendation for further environmental
audits (a "Phase II Report"), the CRA acknowledges that Developer shall be authorized, at
Developer's sole cost and expense, to obtain the Phase II Report during the Inspection Period.
3.4 Disclosure. Developer agrees that in the event the need arises to notify,
under applicable laws, any federal, state or local public agencies of any conditions at the
Property as a result of the Inspections performed by Developer, its agents, employees,
contractors and/or representatives, Developer shall provide the Executive Director with any
pertinent reports, written material or other evidence of the condition requiring such disclosure, if
any. Any required disclosures shall be made directly by the CRA, and not Developer, to any
such public agencies, unless the Developer is required to make such disclosures by applicable
law, and the CRA fails to timely make such disclosures.
3.5 Indemnification. Developer shall assume all risks associated with the
Inspections and agrees to indemnify, defend and hold harmless the CRA of, from and against any
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and all costs, losses, claims, damages, liabilities, expenses and other obligations (including,
without limitation reasonable attorney's fees and court costs) arising from solely and exclusively,
out of or in connection with or otherwise relating to the Inspections, including, without
limitation, the entry by any one or more of Developer's agents, employees, contractors and other
representatives in or upon the Property for the purpose of the Inspections. The foregoing
indemnification obligations of Developer shall survive the expiration or termination of this
Agreement.
3.6 Insurance. Developer shall, prior to entering the Property and performing
any Inspections, provide to the CRA evidence of insurance by Developer and its contractors, as
applicable, as specified on Exhibit "B" attached hereto, insuring against any liability by any one
or more of Developer, its agents, employees, contractors or other representatives arising from,
out of or in connection with or otherwise relating to the entry by any one or more of Developer,
its agents, employees, contractors or other representatives in or upon the Property for the purpose
of the Inspections. Developer shall provide the CRA with a certificate of insurance evidencing
such insurance coverage, naming the CRA as an additional insured thereon and which insurance
coverage shall be kept in force until the expiration or early termination of this Agreement.
3.7 Acceptance of Property. If for any reason whatsoever Developer, in its
sole discretion, determines during the Inspection Period that it does not wish to proceed with the
transaction contemplated by this Agreement, Developer shall have the absolute right to terminate
this Agreement by giving written notice of such termination to the CRA prior to the expiration of
the Inspection Period. Upon the CRA's receipt of such notice prior to the end of the Inspection
Period, this Agreement shall be deemed terminated and of no further force and effect, and the
parties shall be released and relieved from any liability or obligations hereunder, except for those
obligations in this Section 3 which expressly survive the termination of this Agreement. If
Developer does not terminate this Agreement prior to the expiration of the Inspection Period,
then it shall be presumed conclusively that Developer has had adequate opportunity to review
and inspect all portions of the Property, including, without limitation, the environmental
condition of the Property and, Developer has determined that the condition of all portions of the
Property are satisfactory to Developer and Developer has accepted every portion of the Property
in its "AS IS, WHERE IS, WITH ALL FAULTS" condition, as of the last day of the Inspection
Period.
3.8 No Lien. Developer shall not create or permit to be created any
mechanic's liens upon the Property, or any part thereof, as a result of the Inspections. If any lien
shall at any time be filed against the Property, or any part thereof in connection with the
Inspections, Developer shall cause same to be discharged or transferred to bond in accordance
with applicable laws within thirty (30) days after Developer first becomes aware that such lien
has been recorded against the Property. This provision shall survive the expiration or
termination of this Agreement.
3.9 CRA Deliveries. Prior to the date of this Agreement, the CRA has
provided to Developer copies of all surveys, title policies and environmental studies which the
CRA has been able to locate with respect to the Property (collectively the "CRA Deliveries").
Any reliance upon the CRA Deliveries is at the sole risk of Developer and the CRA makes no
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representations or warranties, express or implied, with respect to the accuracy or completeness of
the CRA Deliveries, and any reliance upon same is at the sole risk of Developer.
3.10 Disclaimer of Representations by Developer. Developer hereby expressly
acknowledges and agrees that, except as specifically provided in this Agreement:
3.10.1 The CRA makes and has made no warranty or representation
whatsoever as to the condition or suitability of the Property for the Project, as hereinafter
defined.
3.10.2 The CRA makes and has made no warranty, express or implied,
with regard to the accuracy or completeness of any information furnished to Developer, and the
CRA shall not be bound by any statement of any broker, employee, agent or other representative
of the CRA.
3.10.3 The CRA has made no representations, warranties or promises to
Developer not explicitly set forth in this Agreement.
3.10.4 The CRA has made no representations or warranties, express or
implied, with regard to the neighborhood, that the Redevelopment Area will be developed, or as
to the precise type or quality of improvements that will be constructed within the Redevelopment
Area or the timing thereof.
3.10.5 The CRA makes and has made no representation or warranty,
express or implied, concerning any portion of the Property, its condition or other things or
matters directly or indirectly relating thereto or hereto, including, without limitation, no warranty
as to merchantability or fitness for any particular purpose or relating to the absence of latent or
other defects.
3.11 Developer specifically acknowledges that the transaction contemplated by
this Agreement and the time frame for performance by Developer under this Agreement is not
contingent upon the redevelopment of the Redevelopment Area, the removal of slum or blight
from the Redevelopment Area, the reduction of crime in the Redevelopment Area or the status of
any other projects in the Redevelopment Area.
3.12 Copies of Reports. Developer shall provide the CRA with copies of any
third party reports prepared for Developer regarding the physical condition of the Property
within ten (10) days of termination of this Agreement by Developer. This provision shall survive
termination.
4. AS -IS, WHERE IS, AND WITH ALL FAULTS CONDITION.
(a) Developer does hereby acknowledge, represent, warrant and agree, to and with
CRA, that, (i) Developer is acquiring the Property in an "AS IS, WHERE IS, AND WITH ALL
FAULTS" condition with respect to any facts, circumstances, conditions and defects of all kinds;
(ii) CRA have no obligation to repair or correct any such facts, circumstances, conditions or
defects or compensate Developer for same; (iii) Developer is and will be relying strictly and
solely upon the advice and counsel of its own agents and representatives and such physical
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inspections, examinations and tests of the Property as Developer deems necessary or appropriate
under the circumstances; (iv) Developer has had and will have, pursuant to this Agreement, an
adequate opportunity to make such legal, factual and other inquiries and investigations as
Developer deems necessary, desirable or appropriate with respect to the Property; (v) the CRA is
not making and has not made any warranty or representation, express or implied, with respect to
the Property as an inducement to the Developer to enter into this Agreement, or for any other
purpose; and (vi) by reason of all of the foregoing, from and after the respective closing,
Developer shall assume the full risk of any loss or damage occasioned by any fact, circumstance,
condition or defect pertaining to the physical and other conditions of the Property, regardless of
whether the same is capable of being observed or ascertained.
(b) THE CRA HAS NOT, DOES NOT AND WILL NOT, WITH RESPECT TO
THE PROPERTY, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY
LIMITED TO, ANY WARRANTY OF CONDITION OR MERCHANTABILITY, OR WITH
RESPECT TO THE VALUE, PROFITABILITY OR OPERATING POTENTIAL OF THE
PROPERTY.
(c) Developer hereby releases the CRA from any liability, claims, damages, penalties,
costs, fees, charges, losses, causes of action, demands, expenses of any kind or nature or any
other claim it has or may have against the CRA resulting from the presence, removal or other
remediation of "Hazardous Materials" (as hereinafter defined) on or under the Property or which
has migrated from adjacent lands to the Property or from the Property to adjacent lands.
(d) The term "Hazardous Materials" shall mean asbestos, any petroleum fuel and any
hazardous or toxic substance, material or waste which is or becomes regulated by any local
governmental authority, the state where the Property is located or the United States Government,
including, but not limited to, any material or substance defined as a "hazardous waste,"
"extremely hazardous waste," "restricted hazardous waste," "hazardous substance," "hazardous
material" or "toxic pollutant" under state law and/or under the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq.
(e) The provisions of this Section 4 shall survive any termination of this Agreement
and shall survive Closing and the delivery of the Special Warranty Deed at Closing.
5.TITLE AND SURVEY.
5.1 Developer shall obtain a title insurance commitment (the "Commitment")
and a survey (the "Survey") of the Property, at the Developer's sole cost and expense. The
Commitment and the Survey shall show the CRA to be vested in good and marketable fee simple
title to the Property, subject only to the following (the "Permitted Exceptions"):
5.1.1 Ad valorem real estate taxes and assessments for the year of
closing and subsequent years.
5.1.2 All applicable laws, ordinances and governmental regulations,
including, but not limited to, all applicable building, zoning, land use, environmental ordinances
and regulations.
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5.1.3 Any matters arising by, through, or under Developer.
5.1.4 Those matters listed on Exhibit "C" attached hereto and made a
part hereof.
5.2 Developer shall have until 5:00 p.m. on the thirtieth (30th) day following
the Effective Date (the "Title Review Period") to obtain and examine the Commitment and the
Survey. Developer shall promptly provide the CRA with a copy of the Commitment and the
Survey upon Developer's receipt of same. The survey shall be certified to Developer and the
CRA. If the Commitment and Survey reveals any particular condition of title other than the
Permitted Exceptions, Developer shall, no later than the expiration of the Title Review Period,
notify the CRA in writing of the defect(s). If Developer fails to give the CRA written notice of
the defect(s) prior to the end of the Title Review Period, the defect(s) shown in the Commitment
and the Survey shall be deemed to be waived as title objections and same shall be deemed to
constitute Permitted Exceptions for all purposes under this Agreement. If Developer has given
CRA written notice of defect(s) rendering title unmarketable prior to the end of the Title Review
Period other than the Permitted Exceptions, the CRA shall elect within ten (10) days after receipt
of written notice of the title defect(s) whether the CRA will elect to attempt to cure the title
defect(s). If the CRA does not elect to cure the title defect(s), Developer shall have the option, to
be exercised within ten (10) days after Developer receives written notice from the CRA that the
CRA has elected not to cure the title defect(s), of either (i) waiving the defect(s), in which event
the defect(s) shall be deemed to constitute a Permitted Exception under this Agreement, or (ii)
canceling this Agreement, in which event the parties shall be released from any further
obligations under this Agreement, except for those obligations that expressly survive the
termination of this Agreement. If the CRA elects to attempt to cure the title defect(s), the CRA
shall have sixty (60) days from receipt of the written notice of defect(s) to use commercially
reasonable efforts to cure same (the "Cure Period"). If the CRA elects to cure the title defect(s),
the CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property in
a liquidated amount. The CRA shall not be required to commence litigation to resolve any
matters. In the event the CRA attempts to cure the title defects and the CRA is not able to cure
the defect(s) prior to the end of the Cure Period, Developer shall have the option, to be exercised
within ten (10) days after the end of the Cure Period, of either (i) waiving the defect(s), in which
event the defect(s) shall be deemed to constitute a Permitted Exception under this Agreement, or
(ii) canceling this Agreement, whereupon the parties shall be released from any further
obligations under this Agreement, except for those obligations that expressly survive the
termination of this Agreement.
5.3 In the event of any new title defect(s) arising from and after the effective
date of the Commitment and prior to the Closing Date, the CRA shall use commercially
reasonable efforts to cure such title defect(s) prior to the Closing Date. The CRA shall discharge
any lien(s), judgments) or other matters affecting title to the Property that are in a liquidated
amount. The CRA shall not be required to bring any lawsuit(s) to cure any title defect(s) or
expend any funds to cure any title defect(s) not in a liquidated amount. In the event that the
CRA is unable to cure the title defect(s) prior to the Closing Date after using commercially
reasonable efforts, Developer shall have the option on the Closing Date of: (i) waiving the title
defect(s) and accepting title "as is" whereupon the title defect(s) will be deemed to constitute a
Permitted Exception under this Agreement; or (ii) canceling this Agreement, whereupon the
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parties shall be released from all further obligations under this Agreement, except for those
obligations that expressly survive the termination of this Agreement.
6. PROJECT.
6.1 Description of the Project. The project (the "Project") shall consist of
between 175 and 250 residential units, not less than 10,000 square feet of ground floor
commercial space, recreational facilities and amenities which will service the residential units
and 64 residential units comprising the Poinciana Condominium Project, as hereinafter defined,
together with sufficient parking to comply with the applicable zoning code. The CRA agrees
that the maximum number of residential units may be increased for good cause demonstrated to
the Executive Director, as more particularly provided in the Covenant, as hereinafter defined.
6.2 Design of the Project. The Project shall be developed substantially in
accordance with the conceptual design documents attached hereto as Exhibit "D" (the
"Conceptual Documents").
6.3 Development Requirements. Developer shall be required to develop the
Project substantially in accordance with the Conceptual Documents. Any material variation to
the Conceptual Documents shall require approval of the Executive Director, which approval
shall not be unreasonably withheld or delayed provided that same is in accordance the spirit and
intent of Conceptual Documents and this Agreement.
6.4 DEVELOPMENT TIMEFRAME.
6.4,1 Commencement of Construction. Developer must commence
Vertical Construction of the Project on or before three (3) years from the Closing Date, as
hereinafter defined, time being of the essence (the " Commencement of Construction Deadline").
Vertical Construction shall mean that Developer shall have obtained a building permit for the
construction of the Project substantially in accordance with the Conceptual Documents and has
obtained or caused its general contractor to obtain a payment and performance bond for the
Project and has commenced vertical construction. The Project must be substantially completed
within thirty (30) months after commencement of Vertical Construction of the Project (the
"Completion Date") as evidenced by one or more temporary or permanent certificates of
occupancy (or their equivalent) for all components of the improvements comprising the Project.
The Completion Date shall automatically be extended one day for each day of Unavoidable
Delays provided the Executive Director of the CRA concurs with the Developer that an
Unavoidable Delay has occurred. The term "Unavoidable Delay" means delays due to area wide
strikes, areas wide unavailability of materials, acts of God, floods, hurricanes, casualties, fire,
acts of the public enemy and governmental moratoriums. The term Unavoidable Delay shall not
include any delays caused by any other source, including, but not limited to, any governmental
entity acting in its proprietary or regulatory capacity or delay caused by lack of funds.
Developer shall have the right to extend the Completion Date, as same may be extended as a
result of Unavoidable Delays, for six (6) periods of thirty (30) days each by paying to the CRA
Ten Thousand and No/100 Dollars ($10,000.00) for each such thirty (30) day extension on or
before the then Completion Date as same may have been extended as a result of Unavoidable
Delays.
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6.4.2 Failure to Comply with Commencement of Construction Deadline.
If Developer fails to comply with the Commencement of Construction Deadline, title to the
Property shall automatically revert to the CRA, free and clear of any and all claims by the
Developer and parties claiming by, through and under the Developer. If Developer timely
commences Vertical Construction the CRA shall execute a recordable document releasing the
reverter provisions.
6.4.3 Failure to Complete the Project. If Developer fails to complete the
Project prior to the Completion Date, as same may be extended, Developer shall pay to the CRA
One Thousand and No/100 Dollars ($1,000.00) per day for each day between the Completion
Date, as same may be extended until Completion. Said amount shall be due and payable within
thirty (30) days of the Completion.
7. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL
EMPLOYMENT OPPORTUNITY.
7.1 Minority and Women Participation and Equal Opportunity. In connection
with the Project, the Developer agrees that it will:
i) Take definitive action in the recruitment, advertising and to attract
and retain minority and female contractors and subcontractors;
ii) Provide a reasonable opportunity in the recruitment, advertising
and hiring of professionals, contractors and subcontractorsresidingwithin the Redevelopment Area and within the City of Miami;
iii) Take reasonable definitive action in retaining employees regardless
of race, color, place of birth, religion, national origin, sex, age,
marital status, veterans and disability status;
iv) Maintain equitable principles in the recruitment, advertising,
hiring, upgrading, transfer, layoff, termination, compensation and
all other terms, conditions and privileges of employment;
v) Monitor and review all personnel practices to guarantee that equal
opportunities are being provided to all employees regardless of
race, color, place of birth, religion, national origin, sex, age,
marital status, veterans and disability status;
vi) Post in conspicuous places, availability to employees and
applicants for employment, notices in a form to be provided to the
Executive Director, setting forth the non-discrimination clauses of
this Section 7.
vii) In all solicitations and advertisements for employment placed by or
on behalf of Developer, state that all applicants will receive
consideration for employment without regard to race, creed, color
or national origin.
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7.2 Participation Requirements. Developer agrees to comply with the
following subcontractor participation requirements and laborer participation requirements (the
"Participation Requirements") with respect to the Project:
7.2.1 Subcontractor Participation. The Developer shall cause its general
contractor to hire not less than twenty percent (20%) of the subcontractors for the construction of
the Project utilizing companies that have their principal place of business within Miami -Dade
County, Florida, giving first priority to subcontractors who principal place of business is in the
Redevelopment Area, second priority to subcontractors whose principal place of business is in
Overtown, third priority to subcontractors whose principal place of business is within District 5
of the City of Miami, and fourth priority to subcontractors whose principal place of business is in
the City of Miami and last priority to subcontractors whose principal place of business is in
Miami -Dade County, Florida. For purpose of calculating the twenty percent (20%)
subcontractor participation, the twenty percent (20%) participation shall be calculated based
upon the dollar value of each subcontract given to subcontractors whose principal place of
business is in Miami -Dade County, Florida and the total dollar value of all subcontracts entered
into by the general contract for the respective Phase ("Subcontractor Participation
Requirement").
7.2.2 Laborer Participation. Developer agrees to cause its general
contractor and all subcontractors to hire forty percent (40%) of the unskilled labor for the
construction of the Project ("Laborer Participation Requirement") from workers residing in
Miami -Dade County, Florida giving first priority to workers residing in the Redevelopment
Area, second priority to workers residing in Overtown, third priority to workers residing in
District 5 of the City of Miami, and fourth priority to workers residing in the City of Miami and
last priority to workers residing in Miami -Dade County, Florida.
7.2.3 In the event of any disputes between the Executive Director and
the Developer as to where any subcontractor has its principal place of business or where any
laborer resides and whether the Developer complied with the priority requirements, the
Developer and the Executive Director shall proceed in good faith to resolve the dispute. In the
event the dispute is not resolved within thirty (30) days either party may submit the dispute to the
CRA Board for resolution or at the election of the Developer, Arbitration, as hereinafter defined,
which decision shall be binding on the parties.
7.3 Report Requirements, The Developer shall be required to submit to the
Executive Director on a monthly basis commencing thirty (30) days after commencement of the
Project, detailed reports evidencing compliance with the Subcontractor Participation
Requirements and the Laborer Participation Requirements during the prior thirty (30) day period
("Participation Reports"). The Participation Reports shall contain such information as the
Executive Director may reasonably require to enable the Executive Director to determine
whether the Developer is in compliance with the Subcontractor Participation Requirements and
the Laborer Participation Requirements with respect to the Project.
7.3.1 Penalties for Non -Compliance with Subcontractor Participation
Requirements. To the extent Developer fails to comply with the Subcontractor Participation
Requirements, with respect to the Project, Developer shall pay to the CRA as a penalty for such
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non-compliance Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each
percentage point below the Subcontractor Participation Requirement (the "Subcontractor Non -
Compliance Funds") with respect to the Project. The Subcontractor Non -Compliance Funds
shall be calculated by the Executive Director after completion of the Project and shall be due and
payable within thirty (30) days from the date of Developer's receipt of written statement from the
Executive Director stating the amount of Subcontractor Non -Compliance Funds due with respect
to the Project. To the extent of any dispute between the Executive Director and the Developer
with respect to the compliance with the Subcontractor Participation Requirements, such dispute
shall be submitted to the CRA Board or, at the election of the Developer, to Arbitration for
resolution which decision shall be binding on the parties.
7.3.2 Penalties for Non Compliance with Laborer Participation
Requirements. To the extent Developer fails to comply with the applicable Laborer Participation
Requirements, with respect to the Project, Developer shall pay to the CRA as a penalty for such
non compliance One Thousand and No/100 Dollars ($1,000.00) for each percentage point below
the Laborer Participation Requirements (the "Laborer Non -Compliance Fund") with respect to
the Project. The Laborer Non -Compliance Funds shall be calculated by the Executive Director
after completion of the Project and shall be due within thirty (30) from Developer's receipt of
written statement from the Executive Director stating the amount of Laborer Non -Compliance
Funds due. To the extent of any dispute between the Executive Director and the Developer with
respect to the compliance with the Laborer Participation Requirements, such dispute shall be
submitted to the CRA Board, or, at the election of the Developer, to Arbitration for resolution,
which decision shall be binding upon the parties.
7.4 Job Fair.
7.4.1 Construction Job Opportunities. Developer shall broadly
disseminate information regarding job opportunities for local area residents and businesses to
allow them to participate in construction of the Project, including, without limitation, hosting at
least two (2) job fairs within the Redevelopment Area prior to the commencement of the Project.
7.4.2 Permanent Job Opportunities. Developer shall broadly disseminate
information regarding job opportunities for local residents and businesses post construction, with
respect to the Project, including newly generated trade and service related jobs upon completion
of the Project, including, without limitation, hosting at least one (1) job fair within the
Redevelopment Area upon completion of the Project.
8. CONVERSION OF POINCIANA VILLAGE TO FEE SIMPLE.
8.1 Poinciana Village of Miami, Ltd., a Florida limited partnership
("Poinciana Ltd.") was the developer of Poinciana Village Condominium which is a leasehold
condominium and subject to that certain Southeast Overtown/park West Lease and Development
Agreement dated June 15, 1988 (the "Original Lease") as amended by Amendment Number 1
("Amendment 1") dated February 17, 1989, Amendment Number 2 ("Amendment 2") dated July
13, 1989, Amendment Number 3 ("Amendment 3") dated January 11, 1990 and Amendment (the
"Fourth Amendment") dated as of September 23, 1998 recorded October 14, 1998 in Official
Records Book 18312, at Page 444 of the Public Records of Miami -Dade County, Florida (the
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Original Lease, as amended by Amendment 1, Amendment 2, Amendment 3 and the Fourth
Amendment is collectively referred to as the "Poinciana Lease"). Poinciana Ltd. filed the
Declaration of Condominium of Poinciana Village, a leasehold condominium, according to the
Declaration of Condominium which was recorded October 24, 1988 in Official Records Book
13866, at Page 1981 of the Public Records of Miami -Dade County, Florida, as amended by
Amendment recorded April 11, 1989 in Official Records Book 14065, at Page 4421 of the Public
Records of Miami -Dade County, Florida, as amended by Amendment recorded May 17, 1989 in
Official Records Book 14110, at Page 2315 of the Public Records of Miami -Dade County,
Florida, as amended by Amendment recorded August 17, 1989 in Official Records Book 14220,
at Page 2854 of the Public Records of Miami -Dade County, Florida and as amended by
Amendment recorded November 1, 1984 in Official Records Book 14311, at Page 2861 of the
Public Records of Miami -Dade County, Florida (collectively, "Poinciana Village
Condominium"). The Poinciana Village Condominium is a sixty-four (64) unit leasehold
condominium developed on the land which is subject to the Poinciana Lease.
8.2 The CRA is the holder of the lessor's interest under the Poinciana Lease.
The CRA agrees to convey to the Poinciana Village Condominium Association, Inc., a not -for -
profit Florida corporation (the "Poinciana Condominium Association") on the Closing Date fee
simple title to the land which is subject to the Poinciana Lease which was submitted to
condominium by virtue of the declaration of condominium for Poinciana Village Condominium
and terminate the Poinciana Lease (the "Conveyance") provided that the Poinciana
Condominium Association passes a resolution prior to the Closing Date (the "Resolution")
agreeing to (i) accept the Conveyance and acknowledge that the Conveyance shall merge with
the Poinciana Condominium Association's leasehold interest in the Poinciana Lease thereby
terminating the Poinciana Lease; (ii) acknowledge that the intent of the Conveyance is to convert
the Poinciana Village Condominium from a leasehold condominium to a fee simple
condominium; and (iii) agree that the Poinciana Condominium Association shall utilize its good
faith efforts to file an amendment to the declaration of condominium for Poinciana Village
Condominium to reflect that the condominium is now a fee simple condominium, The CRA
shall have no obligation to make the Conveyance unless the Poinciana Village Condominium
Association passes the Resolution at a duly scheduled meeting of its board of directors,
8.3 The Developer covenants and agrees to meet with members of the board
of directors of the Poinciana Condominium Association and utilize its good faith efforts to cause
the board of directors of Poinciana Condominium Association to pass the Resolution.
9. SHARED RECREATION FACILITIES.
9.1 Developer intends to develop recreational facilities and amenities as part
of the Project as shown on the Conceptual Plans (the "Amenities") which shall be shared with the
residents of Poinciana Village Condominium. Developer shall cause the Amenities to be
constructed at its sole cost and expense as part of the Project.
9.2 Prior to the Closing Date Developer shall utilize its good faith efforts to
negotiate an agreement (the "Amenities Agreement") with the Poinciana Condominium
Association pursuant to which the residents of Poinciana Village Condominium would have the
right to share, on an equal basis with the residents of the Project, the Amenities in consideration
11
for the agreement of the Poinciana Condominium Association to pay its proportionate share of
the costs to maintain the Amenities after completion of the Project based upon the total number
of units contained in the Project and Poinciana Village Condominium. The share of Poinciana
Condominium Association would be calculated by dividing 64 by the total number of units in the
Project plus 64.
10. PRE -DEVELOPMENT EXPENSES.
10.1 The CRA agrees to advance to the Developer after the Closing Date, on a
monthly basis, up to a total of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the
"Pre -Development Funds") to pay for third party costs and expenses incurred by Developer in
connection with (i) making the repairs to Poinciana Village Condominium which are more
particularly described in Exhibit "E" attached hereto in an amount not to exceed Eighty -Three
Thousand and No/100 Dollars ($83,000.00) (the "Repairs") and to pay third party costs and
expenses incurred by the Developer in connection with the design and marketing of the Project,
including, without limitation, marketing costs incurred by the Developer in connection with the
sale or lease of the residential units. The obligation of the CRA to pay the Pre -Development
Funds to the Developer is expressly contingent upon the Developer having entered into the
Amenities Agreement with Poinciana Condominium Association on or before the Closing Date.
10.2 The Pre -Development Funds shall be disbursed by the CRA to the
Developer on a reimbursement basis. Not more frequently than once per month the Developer
shall submit a draw request (a "Draw Request") consisting of paid invoices and cancelled checks
and such other documentation that the Executive Director may reasonably request to evidence
such invoices have been paid, documenting third party costs and expenses incurred by the
Developer subsequent to the Closing Date in connection with the Repairs and in connection with
the design and marketing of the Project. The CRA shall fund each Draw Request, or the
approved portion thereof, within twenty (20) days of the receipt of a Draw Request, up to the
cumulative maximum amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). If
the Executive Director does not object, in writing, to all or a portion of any such Draw Request
within ten (10) days of receipt, the Draw Request shall be deemed approved. If the Executive
Director objects to all or a portion of a Draw Request, the Executive Director and the Developer
shall utilize their good faith efforts to reach agreement on the portion of the Draw Request to
which the Executive director objects within ten (10) days of the date the Developer receives
notice of such objection. If the Developer and the Executive Director cannot resolve the dispute
within such ten (10) day period the Developer may submit the dispute to the CRA Board, or at
the option of the Developer, to Arbitration for resolution which decision shall be binding on the
parties. Notwithstanding the foregoing the CRA shall advance to Developer Two Hundred Fifty
Thousand and No/100 Dollars ($250,000.00) on the Closing Date as an advance to pay costs
described in Section 10.1 above. Prior to submitting any subsequent Draw Requests, Developer
shall provide the Executive Director evidence consisting of paid invoices and cancelled checks
and such other documentation the Executive Director may reasonably request evidencing such
funds were utilized solely to pay third party expenses incurred by the Developer subsequent to
the Closing Date in connection with the Repairs and the design and marketing of the Project.
The provision of this Section 10 shall survive the Closing.
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11. CLAIMS.
11.1 The CRA previously instituted a lawsuit styled Southeast Overtown/Park
West Community Redevelopment Agency vs. Poinciana Village of Miami, Ltd., Case No. 02-
06846 CA9, filed in the Circuit Court of the 11t'' Judicial Circuit in and for Miami -Dade County,
Florida (the "Poinciana Litigation"). Subsequently that certain case styled The City of Miami, et
al. vs. Sawyer's Walk, Ltd., Case No. 00-28860 CA9, was filed in the 11th Judicial Circuit in and
for Miami -Dade County, Florida (the "Sawyer's Walk Litigation"). The Poinciana Litigation and
the Sawyer's Walk Litigation were subsequently consolidated. The Developer, the CRA and the
City of Miami entered into a settlement agreement regarding the Poinciana Litigation and the
Sawyer's Walk Litigation, as amended (the "Settlement Agreement"). The transaction
contemplated by the Settlement Agreement was never consummated and the Poinciana Litigation
and the Sawyer's Walk Litigation, as consolidated, were dismissed for lack of prosecution on
December 5, 2007 and neither Poinciana Ltd. nor Sawyer's Walk, Ltd., have taken any judicial
action to attempt to set aside the dismissal for lack of prosecution notwithstanding that they have
been advised of its existence more than three years ago. Notwithstanding the dismissal for lack
of prosecution, Developer, in its Proposal, indicated in its financial statement a value for the
development rights for Blocks 45, 55 and 56 which were the subject matter of the Settlement
Agreement, the Poinciana Litigation and the Sawyer's Walk Litigation. The CRA will not enter
into this Agreement with Developer unless Developer executes and delivers on the Closing Date
(i) a duly executed release in the form of Exhibit "F" attached hereto and made a part hereof with
respect to such claims (the "Release"); (ii) an opinion letter from White and Case LLP, counsel
to Developer, in the form of Exhibit "G" attached hereto and made a part hereof (the "Opinion
Letter"); and (iii) an indemnification agreement in the form of Exhibit "H" attached hereto and
made a part hereof (the "Indemnification Agreement").
12. TAX INCREMENT REVENUES.
12.1 Provided the transaction contemplated by this Agreement is consummated,
the CRA covenants and agrees to pay to the Developer fifty percent (50%) of the tax increment
revenues generated from the Project, if any, for the applicable year, actually received by the
CRA from the City of Miami (the "City") and Miami -Dade County (the "County") generated
from the Project commencing with the first tax year after the year in which certificates of
occupancy have been issued for all residential units within the Project, after deducting all
administrative charges imposed by the County and the City and excluding payments to the
Children's Trust (the "Incremental TIF") up to the maximum amount of One Million Five
Hundred Thousand and No/100 Dollars ($1,500,000.00) in the aggregate.
12.2 The payments to be made by the CRA pursuant to Section 12.1 shall be
subject to the approval of the annual CRA Budget by the County and the CRA Board for the
respective year, which CRA Budget shall include the line item for the payment of the
Incremental TIF derived from the Project to the Developer. The CRA agrees to include the
Incremental TIF to be paid to the Developer in its annual budget (the "CRA Budget"), subject to
CRA Board approval.
12.3 Developer acknowledges that this Agreement has not been submitted to
the County for review or approval but that payment of the Incremental TIF shall be included in
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the annual budget submitted to the County, if the CRA Budget is approved by the CRA Board.
The CRA shall have not liability to the Developer in the event the County does not approve the
CRA Budget and as a result thereof the CRA is not permitted by the County to make the
Incremental TIF payments contemplated by this Agreement.
12.4 The CRA shall make the Incremental TIF payments due to the Developer
pursuant to this Section 12 within thirty (30) days of the receipt of the funds from the City and
the County.
12.5 Developer acknowledges and agrees that the obligations of the CRA under
this Agreement to pay the Incremental TIF to the Developer are junior and subordinate to the
obligations of the CRA to pay debt service with respect to any bonds previously issued by the
CRA and the grant of Incremental TIF by the CRA to the City of Miami in connection with
Gibson Park and junior and subordinate to the bond issue of up to $60,000,000.00 which the
CRA is currently contemplating (collectively the "CRA Bond Obligations"). Under no
circumstances shall the CRA be obligated to make payments to the Developer from its general
revenues or any other sources if Incremental TIF from the Project is unavailable after the CRA
makes all required payments under the CRA Bond Obligations. To the extent no Incremental
TIF for the Project or only a portion of the Incremental TIF for the Project is available to pay the
CRA's obligations under this Agreement as a result of the CRA Bond Obligations, such payment
shall be reduced to the amount of Incremental TIF available, if any. Developer covenants and
agrees to executed a subordination agreement confirming that this Agreement is junior and
subordinate to any CRA Bond Obligations within ten (10) days of written request by the CRA.
13. COVENANT.
13.1 At Closing the Developer and the CRA shall execute a covenant (the
"Covenant") which shall incorporate the provisions and obligations of the Developer and the
CRA pursuant to Sections 6.1, 6.3, 6.4.1, 6.4.2, 6.4.3, 7, 10, 12 and 22 of this Agreement.
Developer and the CRA shall agree on the terms of the Covenant during the Inspection Period.
14. CRA CONDITIONS PRECEDENT.
14.1 The obligations of the CRA to close the transaction contemplated by this
Agreement with respect to the Project is subject to the satisfaction or waiver of the following
conditions precedent (the "CRA Conditions Precedent"):
14.1.1 The Executive Director shall have approved the Covenant.
14.1.2 The Executive Director has approved the Opinion Letter.
14.1.3 The Developer is prepared to deliver the Release at Closing.
14.1.4 The Developer is prepared to deliver the Indemnification
Agreement at Closing.
14.2 In the event the CRA Conditions Precedent are not satisfied or waived by
the CRA on or before the Closing Date, as hereinafter defined, then the CRA may either (i)
14
terminate this Agreement in which event the parties shall be released from all further obligations
under this Agreement except for the obligations under this Agreement which expressly survive
the termination, or (ii) waive the condition and proceed in accordance with this Agreement.
15. CLOSING DATE.
15.1 Closing. The closing of the transaction contemplated by this Agreement
(the "Closing Date") shall occur fifteen (15) days after the end of the Inspection Period, time
being of the essence. On the Closing Date the following shall occur:
15.1.1 CRA Deliveries. The CRA shall deliver to Developer at closing:
15.1.1.1 A special warranty deed in the form of Exhibit "G"
attached hereto and made a part hereof (the " Deed").
15.1.1.2 A certified copy of the resolution authorizing the
CRA to enter into this Agreement.
15.1.1.3 A no lien and possession affidavit.
15.1.1.4 A FIRPTA affidavit.
15.1.1.5 The Conveyance, but only if the Developer has
obtained the Resolution.
15.1.1.6 Such other documents as the title company may
reasonably request.
15.2 Developer Deliveries. Developer shall deliver to the CRA or cause to be
delivered to the CRA at closing:
15.2.1 Evidence of good standing and authority to close the transaction
contemplated by this Agreement and execute and deliver the appropriate closing documents.
Association.
request.
15.2.2 The Release.
15.2.3 The Opinion Letter.
15.2.4 The Indemnification Agreement.
15.2.5 The Resolution, but only if passed by the Poinciana Condominium
15.2.6 The Covenant executed by the Developer.
15.2.7 Such other documents as the title company may reasonably
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15.3 Recording Costs. The documentary stamp tax and surtax to be affixed to
the Deed and the cost for recording the Deed and the Covenant shall be paid by Developer. Each
party shall bear the cost of the fees of their own respective attorneys and other professionals and
the cost of their own respective performance under this Agreement.
15.4 Adjustments and Prorations. Developer and the CRA acknowledge that
the Property is currently exempt for ad valorem real estate taxes and assessments and therefore
taxes and assessments shall not be prorated.
15.5 Parties in Possession. On the Closing Date the CRA shall provide the
Property to the Developer free and clear of all parties in possession, but subject to the Permitted
Exceptions.
16. REPRESENTATIONS OF CRA.
16.1 The CRA makes the following representations:
16.1.1 The CRA is duly organized and validly existing under the laws of
the State of Florida and has full power and capacity to own its properties, to carry on its business
as presently conducted by the CRA, and to perform its obligations under this Agreement.
16.1.2 The CRA's execution, delivery and performance of this Agreement
have been duly authorized by all necessary legal actions and does not and shall not conflict with
or constitute a default under any indenture, agreement or instrument to which the CRA is a party
or by which the CRA or CRA's property may be bound or affected, except for such approvals
required by this Agreement.
16.1.3 This Agreement constitutes the valid and binding obligation of the
CRA, enforceable against the CRA, and its successors and assigns, in accordance with their
respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of
creditors generally.
16.2 Survival of Representations. All of the representations of the CRA set
forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be
repeated and as of the Closing Date and shall be true as of the Closing Date. All of the
representations, warranties and agreements of the CRA set forth in this Agreement shall not
survive the closing.
17. DEVELOPER'S REPRESENTATIONS.
17.1 Developer makes the following representations to the CRA as follows:
17.1.1 Developer is a limited partnership duly organized and validly
existing under the laws of the State of Florida, and in good standing and has full power and
capacity to own its properties, to carry on its business as presently conducted, and to enter into
the transactions contemplated by this Agreement.
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17.1.2 Copies of the certificate of limited partnership and all amendments
thereto and the operating agreement and all amendments thereto for each entity comprising
Developer are attached hereto as Exhibit "J" (the "Organizational Documents"). The
organizational chart of Developer and a list of members of Developer is attached hereto as
Exhibit "K" and made a part hereof (the "Organizational Chart").
17.1.3 Developer's execution, delivery and performance of this
Agreement has been duly authorized by all necessary company actions and does not and shall
not conflict with or constitute a default under any indenture, agreement or instrument to which it
is a party or by which it may be bound or affected.
17.1.4 This Agreement constitutes the valid and binding obligation of
Developer, enforceable against Developer and its successors and assigns, in accordance with its
respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of
creditors generally.
17.1.5 Developer has not assigned its rights with respect to the claims
addressed in Section 11 of this Agreement.
17.2 Survival of Representations. All of the representations of the Developer
set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed
to be repeated and as of the Closing Date and shall be true as of the Closing Date. All of the
representations, warranties and agreements of the Developer set forth in this Agreement shall not
survive the Closing.
18. DEFAULT.
18.1.1 In the event this Agreement contains any material
misrepresentations by the Developer or the Developer fails to consummate the transaction
contemplated by this Agreement, the CRA, as its sole and exclusive remedy may terminate this
Agreement in which event the parties shall be released from all further obligations under this
Agreement except for the obligations that expressly survive termination.
18.2 In the event of a default by the CRA under this Agreement which is not
cured within ten (10) days of written notice from Developer, without any default on the part of
Developer, Developer, as its sole and exclusive remedy, shall be entitled to (i) terminate this
Agreement in which event the parties shall be released from all further obligations under this
Agreement except for the obligations that expressly survive the termination, or (ii) sue for
specific performance to enforce the terms of this Agreement which suit for specific performance
must be filed within thirty (30) days of the Closing Date. Developer waives any other remedies
it may have against the CRA at law or in equity as a result of a breach of this Agreement. In the
event of a termination of this Agreement, in which event the parties shall be released from all
further obligations under this Agreement except for the obligations that expressly survive the
termination.
19. BROKERS. The parties each represent and warrant to the other that there are no
real estate broker(s), salesman (salesmen) or finder(s) involved in this transaction. If a claim for
commissions in connection with this transaction is made by any broker, salesman or finder
17
claiming to have dealt through or on behalf of one of the parties hereto ("Indemnitor"),
Indemnitor shall indemnify, defend and hold harmless the other party hereunder ("Indemnitee"),
and Indemnitee's officers, directors, agents and representatives, from and against all liabilities,
damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and
court costs at trial and all appellate levels) with respect to said claim for commissions.
Notwithstanding anything to the contrary contained in this Agreement, the provisions of this
Paragraph shall survive the closing.
20. ASSIGNABILITY. This Agreement may not be assigned by Developer.
21. NOTICES. Any notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given if delivered by hand, sent by
recognized overnight courier (such as Federal Express), sent by fax and another method provided
herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid
envelope, and addressed as follows:
If to Developer:
201 NW 7th Street, Suite 401
Miami, FL 33136
Attention: Ted H. Weitzel
Fax: 786-472-8795
With a copy to:
If to CRA:
White & Case
200 South Biscayne Blvd., Suite 4900
Miami, FL 33131
Attention: Charles Kline, Esq.
Fax: 305-358 5744
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
Attention: Clarence E. Woods, III., Executive Director
1490 NW Third Avenue
Suite 105
Miami, FL 33136
Fax: 305-679-6836
With a copy to:
William R. Bloom, Esq.
Holland & Knight, LLP
Suite 3000
701 Brickell Avenue
Miami, FL 33131
18
Fax: 305-789-7799
Notices personally delivered or sent by fax shall be deemed given on the date of delivery
and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the
date delivery is refused.
22. REAL ESTATE TAXES.
22.1 It is the intention of the CRA and the Developer that upon conveyance of
the Property to the Developer that the Project shall be fully taxable for the purposes of ad
valorem real estate taxes and that the Developer and its successors or assigns not take advantage
of any tax exemptions which may allow the Developer or its successors or assigns not to be
required to pay ad valorem real estate taxes with respect to the Project. In the event for any
reason the Project or any portion thereof is not subject to ad valorem real estate taxes as a result
of an exemption, then the Developer shall pay to the CRA a payment in lieu of taxes (a
"PILOT") on or before December 31 of each year in the amount of ad valorem real estate taxes
that would have been due with respect to the Project or any portion thereof if the Project had not
been exempt in whole or in part from the payment of ad valorem real estate taxes.
22.2 The obligation of the Developer to make the PILOT shall constitute a
covenant running with the Property and shall constitute a first lien on the Property senior to all
other liens and encumbrances and shall be binding upon the Developer and its successors and
assigns through December 31, 2029.
23. ARBITRATION. If the terms of this Agreement provide that a disagreement
between the Developer and the Executive Director may be resolved by the mechanism herein
described ("Arbitration"), the parties shall attempt to agree on the selection of a neutral arbitrator
within ten (10) days after notification by the Developer to utilize this alternative dispute
mechanism. If the parties cannot agree on such selection within such ten (10) day period, then
the Developer shall request that the American Arbitration Association, Miami, Florida, select the
arbitrator. The decision of the arbitrator will be final and binding on the parties. The rules of
the American Arbitration Association for commercial transactions shall apply.
24. BLOCK 45 DEVELOPMENT AGREEMENT.
24.1 The CRA has selected Overtown Gateway Partners, LLC, or its affiliate
("Overtown Gateway"), as the developer of Block 45, North, City of Miami, according to the
Plat thereof, as recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade
County, Florida ('Block 45") and is in the process of negotiating a development agreement (the
"Block 45 Development Agreement") with Overtown Gateway in connection with the
development of Block 45. The CRA covenants and agrees that the Block 45 Development
Agreement shall require Overtown Gateway, or its permitted assign, to pay the Developer Five
Hundred Thousand and No/100 Dollars ($500,000.00) at the closing of the transaction
contemplated by the Block 45 Development Agreement, if the transaction contemplated by the
Block 45 Development closes.
19
24.2 If the transaction contemplated by the Block 45 Development Agreement
terminates for any reason the CRA shall issue a new request for proposal to select a developer
for Block 45. Any developer selected by the CRA to develop Block 45 shall be required to pay
in any development agreement executed by the CRA Five Hundred Thousand and No/100
Dollars ($500,000.00) at closing of the contemplated transaction. Developer acknowledges that
the CRA is required to cornply with that Covenant recorded May 15, 2013 in Official Records
Book 28631, at Page 1264 of the Public Records of Miami -Dade County, Florida (the
"Covenant") which provides for title to Block 45 to revert to the County under certain
circumstances and in such event the County shall not be required to comply with this provision
which shall automatically terminate if the CRA no longer owns Block 45.
25. BLOCK 56 DEVELOPMENT AGREEMENT.
25.1 The CRA has selected All Aboard Florida -Stations, LLC, or its affiliate
("All Aboard"), as the developer of Block 56, North, City of Miami, according to the Plat
thereof, as recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County,
Florida ('Block 56") and is in the process of negotiating a development agreement (the "Block
56 Development Agreement") with All Aboard in connection with the development of Block 56.
The CRA covenants and agrees that the Block 56 Development Agreement shall require All
Aboard, or its permitted assign, to pay the Developer Five Hundred Thousand and No/100
Dollars ($500,000.00) at the closing of the transaction contemplated by the Block 56
Development Agreement, if the transaction contemplated by the Block 56 Development
Agreement closes.
25.2 If the transaction contemplated by the Block 56 Development Agreement
terminates for any reason the CRA shall issue a new request for proposals to select a developer
for Block 56. Any developer selected by the CRA shall be required to pay in any development
agreement executed by the CRA Five Hundred Thousand and No/100 Dollars ($500,000.00) at
closing of the contemplated transaction. Developer acknowledges that pursuant to the
Declaration title to Block 56 may revert to the County under certain circumstances and in such
event the County shall not be required to comply with this provision which shall automatically
terminate if the CRA no longer owns Block 56.
26. MISCELLANEOUS.
26.1 This Agreement shall be construed and governed in accordance with the
laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. All of the parties
to this Agreement have participated fully in the negotiation and preparation hereof, and,
accordingly, this Agreement shall not be more strictly construed against any one of the parties
hereto.
26.2 In the event any term or provision of this Agreement is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority determines, and the remainder
of this Agreement shall be construed to be in full force and effect.
20
26.3 In the event of any litigation between the parties under this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and
appellate levels.
26.4 In construing this Agreement, the singular shall be held to include the
plural, the plural shall be held to include the singular, the use of any gender shall be held to
include every other and all genders, and captions and Paragraph headings shall be disregarded.
26.5 All of the exhibits attached to this Agreement are incorporated in, and
made a part of, this Agreement.
26.6 Time shall be of the essence for each and every provision of this
Agreement.
26.7 This Agreement may not be recorded in the Public Records of Miami -
Dade County.
26.8 The "Effective Date" shall mean the date this Agreement is last executed
by Developer and the CRA. If the CRA has not executed this Agreement on or before December
1, 2013, this Agreement shall be null and void.
27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and there are no other
agreements, representations or warranties other than as set forth herein. This Agreement may not
be changed, altered or modified except by an instrument in writing signed by the party against
whom enforcement of such change would be sought. This Agreement shall be binding upon the
parties hereto and their respective successors and permitted assigns.
[SIGNATURE PAGES TO FOLLOW]
21
IN WITNESS hereof the parties have executed this Agreement as of the date first
above written.
DEVELOPER:
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
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
CRA:
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
Clarence E. Woods, III., Executive Director
ATTEST:
Clerk of the Board
Approved for legal sufficiency
By:
William R. Bloom, Esq.
Holland & Knight LLP,
Special Counsel to CRA
22
Schedule of Exhibits
A. Legal Description
B. Insurance Requirements
C. Permitted Exceptions
D. Conceptual Documents
E. Repairs
F. Release
G. Opinion Letter
H. Indemnification Agreement
I. Deed
J. Organizational Documents of Developer
K, Organizational Chart of Developer
23
EXHIBIT A
Legal Description
LEGAL DESCRIPTION
POINCIANA VILLAGE PHASE IX
Booing a tract or parool of land containing 1.23353 acres
53,733 Sq. Ft,' out of 3.ota 4 thzu 12 and lots 16 and
17,b.iock 46 N of "Ail,. Knowlton i ub1lvi.e•ion " according to
the plat thereof recorded in plat book 3, page 41 of the
public records of Dade County, Florida. Alec being a port
of lots 6 and 7 to include a portion of a 20 toot :light of
Way according to the plat of George C. Bolles Subdivision
thereof recorded in plat book le page 16 of the public
records of Dade County, Florida & being more particularly
deeoribod by metes and bounds as follows;
BEGINNING at a point of intersection of the East Right of
Way line on NW 3rd Avenue and the, South Right of Way line
of NW Oth Street/ said point being 10.O0 feet Easterly and
12.50 feet Southerly from the Northwest corner of lot 10
of maid ?'A.L. Knowlton Subdivision", thence Easterly
along said South Right of 'Nay .line of NR 8th Street , a
distance of 340.17 Feet to a corner, thence Southerly
leaving *aid South Right of Way line of NW 8th Street and
parallel with the West sight of Way line of NW 2nd Avenue,
a distance of B0.27 feet to a corner; thence westerly
perpendicular to said Right of Way of NW 2nd Avenue, a
distance of 19,00 feet to a corner; thence Southerly
parallel with said Right of Way of OW 2nd Avenue, a
distance of 77.:00 feet to a corner; thence Westerly
parallel, with the Right of Wad* of VW 7th Street, a
distance of 190.03 feet to a corner; thence Southerly
perpendicular to eatd Right of way of NW 7th Street, a
dietence of 13.00 feet to a corner, thence westerly
parallel, With said Right of Way of NW 7th Street., a
distance of 130.33 feet to a corner,, the same being in the
;.eat Right of Way line of NW 3rd Avenue} thence Northerly
along egid East night of Way of NW 3rd Avenue, a distance
of 170. a feet to the PDXN] of BEGINNING of the, tract
herein desci:ibedconteinine within these rete'e & bounds
1.23353 acres (53,733 Srt.) t. ) of land.
EXHIBIT B
INSURANCE REQUIREMENTS
I. Commercial General Liability (Primary & Non Contributory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami and Southeast Overtown/Park West Community
Redevelopment Agency as an Additional Insured (CG 2010 11/85 or its
equivalent)
Contingent Liability & Contractual Liability
Premises & Operations Liability
Explosion, Collapse and Underground Hazard
IT. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto/Owned Autos/Scheduled
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami & Southeast Overtown/Park West Community
Redevelopment Agency listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
25
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Policy/Excess Liability (Excess Follow Form)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $3,000,000
Aggregate $3,000,000
B. Endorsements Required
City of Miami & Southeast Overtown/Park West Community Redevelopment
Agency listed as an additional insured
The above policies shall provide the City of Miami and Southeast Overtown/Park West
Community Redevelopment Agency with written notice of cancellation or material change
from the insurer not less than (30) days prior to any such cancellation or material change,
or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than "Class V"
as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.
26
EXHIBIT C
Additional Permitted Exceptions
1, Any matters of survey resulting from the legal descriptions utilized or improvements
constructed as part of Poinciana Village Condominium, a leasehold condominium,
according to the Declaration of Condominium, according to the Declaration of
Condominium recorded October 24, 1988 in Official Records Book 14065, at Page 4421
of the Public Records of Miami -Dade County, Florida, as amended by Amendment
recorded April 11, 1989 in Official Records Book 14065, at Page 4421 of the Public
Records of Mimi -Dade County, Florida; as amended by Amendment recorded May 17,
1989 in Official Records Book 14220, at Page 2854; as amended by Amendment
recorded August 17, 1989 in Official Records Book 14220, at Page 2854; and as
amended by Amendment recorded November 1, 1989 in Official Records Book 14311, at
Page 2861 of the Public Records of Miami -Dade County, Florida (collectively,
"Poinciana Village Condominium") encroaching upon the Property.
2. Declaration of Restrictions and Condominium Owner's Association Covenants for
Poinciana Village recorded October 24, 1988 in Official Records Book 13866, at Page
1981 of the Public Records of Miami -Dade County, Florida, as amended in Official
Records Book 14065, at Page 4421, in Official Records Book 14110, at Page 2315, and
in Official Records Book 14311, at Page 2861.
3, Ordinance No. 86-44 recorded in Official Records Book 12923, at Page 2622.
4. Preliminary Development Agreement recorded June 14, 1988 in Official Records Book
13715, at Page 138.
5. Easement in favor of FPL recorded in Official Records Book 14174, at Page 2733.
6. Easement in favor of FPL recorded in Official Records Book 14426, at Page 2192.
7. Agreement for Construction of Water and Sanitary Sewage Facilities recorded in Official
Records Book 16436, at Page 482, as amended by Addendum One recorded in Official
Records Book 16436, at Page 679.
27
EXHIBIT D
Conceptual Documents
28
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37
EXHIBIT E
Repairs
Poinciana Village Repairs July 10, 2013
Recommended Item Estimated Cost
Misc. Roofing repairs, valleys, wood replacement $15,000
Replace damaged fence and repair column at NW 2nd Ave. $2,000
Repair entrance/exit and pedestrian gates including electrical sensors $2,750
Repair of exterior lights $1,000
Water intrusion and mold damage repair $10,000
(Units: 116-mold, 118-wall, 218-floor, 418-wall
Installation of 3 backflow preventers $15,000
Asphalt repair, resealing, restriping (includes sloping of surface near entry $5,000
gate for proper drainage to catch basin)
Cleaning of car ports, paint touch-up throughout $6,000
Repair of irrigation system $5,000
Cleaning of interior dryer vents and ducts $2,500
Permits, inspection, etc. $5,500
Contingency (20% for outdated quotes) $13,950
TOTAL $83,700
38
EXHIBIT F
Release
39
POINCIANA/SAWYER'S WALK RELEASE
KNOW ALL MEN BY THESE PRESENTS that SAWYER'S WALK, LTD., a
Florida limited partnership ("Sawyer's Walk") and POINCIANA VILLAGE OF
MIAMI, LTD., a Florida limited partnership ("Poinciana") [INSERT NAMES OF
PARTNERS OF EACH] (Sawyer's Walk and Poinciana, and their respective
partners, are collectively referred to as the "first party") and CITY OF MIAMI, a
Florida municipal corporation (the "City"); SOUTHEAST OVERTOWN/PARK
WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of
Florida (the "CRA'), MIAMI-DADE COUNTY, a political subdivision of the State of
Florida (the "County"); ALL ABOARD FLORIDA NW SIXTH STREET LLC, a
Delaware limited liability company ("All Aboard") and OVERTOWN GATEWAY
PARTNERS, LLC, a Florida limited liability company ("Overtown Gateway") (the
City, the County, Overtown Gateway, All Aboard and the CRA are collectively
referred to as the "second party"), for and in consideration of Ten and 00/100 Dollars
($10.00), and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, remises, releases, acquits, satisfies, and forever
discharges the said second party and their officers, directors, commissioners, agents
and employees, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, agreements, promises,
damages, judgments, executions, claims and demands whatsoever, in law or in
equity, which said first party ever had, now has, or which said first party hereafter
can, shall or may have, against said second party, for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of the world to the date of
these presents relating to or arising out of, directly or indirectly: (i) that in response
to a request for proposals (the "RFP") issued by the City with respect to that certain
real property located in Miami -Dade County, Florida more particularly described on
Exhibit "A" attached hereto and made a part hereof (the "Poinciana Village
Project"); (ii) the response to the RFP submitted by Indian River Investments of
Miami, Inc., a Florida corporation ("Indian River"), acting in the capacity of general
partner on behalf of Poinciana; (iii) the selection of Poinciana as a successful
proposer to the RFP by the City for the Poinciana Village Project; (iv) the approval
by the City Commission of Poinciana as the successful proposer with respect to the
RFP and Poinciana Village Project; (v) the Southeast Overtown/Park West Lease
and Development Agreement dated June 15, 1988, as amended by Amendment No.
1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989,
as amended by Amendment No. 3, dated January 11, 1990, as amended by an
Amendment dated September 23, 1998; and as assigned from the City to the CRA
by that certain Assignment of Leases dated January 9, 1996 (collectively the
"Poinciana Lease"); (vii) RFP issued by the City with respect to that certain real
property located in Miami -Dade County, Florida, more particularly described on
Exhibit "B", attached hereto and made a part hereof (the "Sawyer's Walk Project");
(viii) the sole response to the RFP submitted by Sawyer's Walk with respect to the
Sawyer's Walk Project; (ix) the City of Miami Resolution No. 91-509 selecting
40
Sawyer's Walk as the developer of the Sawyer's Walk Project; (x) matters raised and
the matters that could have been raised in the action styled Southeast
Overtown/Park West Community Redevelopment Agency v. Poinciana Village of
Miami, Ltd., Case No. 02-06846 CA 9, pending in the Circuit Court of the 11t'
Judicial Circuit in and for Miami -Dade County, Florida; (xii) matters raised and the
matters that could have been raised in the action styled The City of Miami vs.
Sawyer's Walk, Ltd., Case No. 00-28860 CA 9, pending in the llth Judicial Circuit
in and for Miami -Dade County, Florida; (xiii) any claims related to having any
development rights with respect to the property described on Exhibit A and Exhibit
B.
This Release shall not release the CRA from its obligations under the
Development Agreement dated January 2014 by and between Sawyer's Walk,
Poinciana and the CRA.
First party hereby represents and warrants that they are fully competent and
able to understand the terms of this Release, that first party is not relying upon any
statements or representations (whether express or implied) of the second party,
their employees and attorneys regarding this Release and that first party is
entering into this Release under their own free will believing that this Release to be
in their best interest.
The terms of this release are contractual and not a mere recital.
This Release shall be governed by and construed in accordance with the laws
of the State of Florida.
41
IN WITNESS WHEREOF, we have hereunto set out hand and seal this
day of , 20.
WITNESSES:
SAWYER'S WALK LTD., a Florida limited
Print Name: partnership
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
By:
Name:
Title:
Partners of Sawyer's Walk, Ltd.
By:
Name:
By:
Name:
By:
Name:
POINCIANA VILLAGE OF MIAMI, LTD., a
Print Name: Florida limited partnership
Print Name:
By:
Name:
42
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
Partners of Poinciana Village of Miami, Ltd.
By:
Name:
By:
Name:
By:
Name:
43
Exhibit "A"
Legal Description Poinciana Village
Lots 1-12 and Lots 16-20 Block 46 NORTH, CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida
AND
Lots 1, 2, 3, 4, 5, 6, 7, 8 and closed NW 2"a Court (lying North of NW 7`h Street between Lots 2,
7 and 8, and Lots 3, 5 and 6), of GEORGE C. BOLLES RE -SUBDIVISION of Lots 13, 14 and
15, of Block 46 North, City of Miami, according to the Plat thereof, as recorded in Plat Book 1,
at Page 16, of the Public Records of Miami -Dade County, Florida.
44
Exhibit "B"
Legal Description Sawyer's Walk
All of Blocks 45, 55 and 56 NORTH, CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
45
EXHIBIT G
Opinion Letter
The Executive Director and the Developer shall utilize their good faith efforts to agree on the
form of the Opinion Letter confirming that the Release legally releases all claims regarding the
matters which are the subject of the Release and that the Indemnification Agreement is valid,
binding and enforceable,
46
EXHIBIT H
Indemnification Agreement
This Indemnification Agreement (this "Agreement"), dated this day of
2013, is executed by Sawyer's Walk Ltd., a Florida limited partnership ("Sawyer's Walk"),
Poinciana Village of Miami, Ltd., a Florida limited partnership ("Poinciana", together with
Sawyer's Walk "Indemnitor"), in favor of CITY OF MIAMI, a Florida municipal corporation
(the "City"), MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of
Florida (the "County") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes (the "CRA;" and together with the City and the County, individually
and collectively, the "Indemnitee").
RECITALS
A. City previously issued a request for proposals (as may have been amended from
time to time, the "Poinciana RFP") with respect to that certain real property located in Miami -
Dade County, Florida more particularly described on Exhibit "A" attached hereto and made a
part hereof (the "Poinciana Village Project").
B. A response to the Poinciana RFP was submitted by Indian River Investments of
Miami, Inc., a Florida corporation ("Indian River"), acting in the capacity of general partner on
behalf of Poinciana.
C. Pursuant to the Poinciana RFP, the City selected Poinciana as the successful
proposer for the Poinciana Village Project.
D. The City Commission subsequently approved Poinciana as the successful
proposer with respect to both the Poinciana RFP and the Poinciana Village Project,
E. The Poinciana Village Project is subject to that certain Southeast Overtown/Park
West Lease and Development Agreement dated June 15, 1988, as amended by Amendment No.
1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989, as amended
by Amendment No. 3, dated January 11, 1990, as amended by an Amendment dated September
23, 1998; and as assigned from the City to the CRA by that certain Assignment of Leases dated
January 9, 1996 (collectively the "Poinciana Lease").
F. The City issued an additional request for proposals (as same may have been
amended from time to time, the "Sawyer's Walk RFP") with respect to that certain real property
located in Miami -Dade County, Florida, more particularly described on Exhibit "B", attached
hereto and made a part hereof (the "Sawyer's Walk Project"),
G. The sole response to the Sawyer's Walk RFP was submitted by Sawyer's Walk
with respect to the Sawyer's Walk Project.
47
H. Pursuant to City of Miami Resolution No. 91-509 (the "Resolution"), the City
selected Sawyer's Walk as the developer of the Sawyer's Walk Project subject to the satisfaction
of certain conditions as set in the Resolution.
I. Subsequently, the following litigation was commenced with respect to the
Poinciana Village Project: Southeast Overtown/Park West Community Redevelopment Agency
v. Poinciana Village of Miami, Ltd., Case No. 02-06846 CA 9, filed in the Circuit Court of the
11th Judicial Circuit in and for Miami -Dade County, Florida (the "Poinciana Litigation");
J. Subsequently, the following litigation was commenced with respect to the
Sawyer's Walk Project: The City of Miami vs. Sawyer's Walk, Ltd., Case No. 00-28860 CA 9,
filed in the 1 lth Judicial Circuit in and for Miami -Dade County, Florida (the "Sawyer's Walk
Litigation").
K. Sawyer's Walk, Poinciana, the CRA and the City entered into that certain
settlement agreement dated as of January 27, 2005 with respect to the Poinciana Litigation and
the Sawyer's Walk Litigation, as amended, (the "Settlement Agreement").
L. The transaction contemplated by the Settlement Agreement was never
consummated and the Sawyer's Walk Litigation and the Poinciana Litigation have been
consolidated and were dismissed for lack of prosecution on December 5, 2007.
M. The CRA issued a request for proposals (the "New RFP") with respect to that
certain real property located in Miami -Dade County, Florida more particularly described on
Exhibit "C" attached hereto (the "New Project").
N. As a condition of awarding the New Project to Indemnitor pursuant to the New
RFP, Indemnitor has agreed to execute this Agreement in favor of each Indemnitee.
NOW THEREFORE, in consideration of other agreements and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, Indemnitor,
intending to be legally bound, agrees as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby incorporated
into, and constitute a part of, this Agreement.
2. Indemnity. Indemnitor hereby agrees to indemnify, defend and hold harmless
each Indemnitee from and against any claim, loss, demand, damage, liability, obligation, suit,
cause of action, cost or expense (including fees, costs and disbursements of attorneys and other
professionals and court costs at trial and on appeal (but excluding any attorney fees and costs
incurred by the Indemnitee prior to the date hereof) and regardless of whether an action or
lawsuit is actually instituted or filed) by Sawyer's Walk, Indian River Investment Communities,
Inc., a Florida corporation ("Communities"), Indian River, and Poinciana, or any of them, and
any of their successors and assigns, based upon, directly or indirectly, the Sawyer's Walk RFP,
the Poinciana Litigation, the Sawyer's Walk Litigation and/or the Settlement Agreement,
including, without limitation, claims raised or that could have been raised by Indian River,
Communities, Poinciana and Sawyer's Walk or any of them, in the Poinciana Litigation and/or
the Sawyer's Walk Litigation.
48
3. Release. Indemnitor hereby remises, releases, acquits, satisfies, and forever
discharges each Indemnitee, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages,
judgments, executions, claims and demands whatsoever, in law or in equity, which Indemnitor
ever had, now has, or which Indemnitor hereafter can, shall or may have, against any Indemnitee,
for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world
to the date of these presents relating to or arising out of, directly or indirectly, to the Poinciana
Village Project, the Sawyer's Walk Project, the Poinciana Lease, the Sawyer's Walk RFP and
the Settlement Agreement.
4. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida without giving effect to the choice of law
provisions thereof,
5. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be binding as of the date first written above, and all of which shall constitute
one and the same instrument. Each such copy shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than one such
counterpart.
49
IN WITNESS WHEREOF, the Buyer has executed this Indemnity and Release
Agreement dated the date written above.
SAWYER'S WALK LTD., a Florida limited
Print Name: partnership
Print Name:
By:
Name:
Title:
POINCIANA VILLAGE OF MIAMI, LTD., a
Print Name: Florida limited partnership
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
}
)SS
}
By:
Name:
Title:
The foregoing instrument was acknowledged before me this — day of ,
201._ by , as , a , on behalf of
said . He/She is personally known to me or has produced
as identification.
NOTARY PUBLIC
State of Florida at Large
My Commission Expires:
50
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing
201_ by
said
as identification.
)
) SS
)
instrument was acknowledged before me this _ day of ,
, as , a , on behalf of
. He/She is personally known to me or has produced
NOTARY PUBLIC
State of Florida at Large
My Commission Expires:
51
THIS INSTRUMENT WAS PREPARED BY:
William R. Bloom, Esquire
Holland & Knight LLP
701 Brickell Ave., Suite 3000
Miami, Florida 33131
Folio Number:
SPECIAL WARRANTY DEED
THIS DEED, made this day of , 201, between SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body
corporate and politic of the State of Florida ("Grantor") and , a
("Grantee").
Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and
plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of
corporations, wherever the context so admits or requires.
WITNESSETH:
THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which is acknowledged by
Grantor, Grantor hereby grants, bargains, and sells unto Grantee, the following described
property located in Miami -Dade County, Florida ("the Property"):
See Exhibit "A" attached hereto and made a part hereof.
TOGETHER WITH all the tenements, hereditaments and appurtenances thereto
belonging or in any way appertaining.
TO HAVE AND TO HOLD the same unto Grantee in fee simple, forever.
THIS CONVEYANCE IS SUBJECT TO:
1. Taxes and assessments for the year 201_ and subsequent years;
2. Zoning and other governmental restrictions;
3. Terms and provisions of the Covenant between Grantor and Grantee to be
recorded simultaneously with this deed.
4. Conditions, restrictions, reservations, and easements of record; however,
reference thereto shall not serve to reimpose same.
TO HAVE AND TO HOLD, the same in fee simple forever.
52
AND Grantor has good right and lawful authority to sell and convey the property, the
Grantor hereby fully warrants the title to said land and will defend the same against the lawful
claims of all persons claiming by, through and under Grantor and none other.
SIGNATURES FOLLOW ON NEXT PAGE
53
IN WITNESS WHEREOF, Grantor has caused this special warranty deed to be executed
as of the day and year first above written.
Signed, sealed and delivered
in our presence:
WITNESSES: GRANTOR:
SOUTHEAST OVERTOWN/PARK WEST
Name: COMMUNITY REDEVELOPMENT
AGENCY, a body corporate and politic of the
State of Florida
Name:
Approved for legal sufficiency
By:
William R. Bloom, Esq.
Holland & Knight LLP
Special Counsel to the CRA
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
By:
Name: Clarence E. Woods III
Title: Executive Director
The foregoing instrument was acknowledged before me this day of
, 201_, by Clarence E. Woods III, as Executive Director of
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a
body corporate and politic of the State of Florida, on behalf of the Agency, who is personally
known to me or has produced as identification.
Notary Public, State of Florida
My Commission Expires:
54
EXHIBIT I
Organization Documents of Developer
55
EXHIBIT J
Organizational Chart of Developer
List of all persons with an interest in the development:
General Partners
Ted H . Weitzel.
Horace C. Davis
John C. Harrison, Jr.
Limited Partners
+ . Alexanian
D. Alexanian
M. Broward
FL Benhamed
B. Davis
FL Davis
A. Foster
D. Foster
P. Foster
E. Horne
N. Legge -Dyer
J. Reboredo
J. Sparks
B. Sawyer
B. Sawyer -Watson
R. Weitzel
R. C. Weitzel
R. J. Weitzel
T. Weitzel.
56
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