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Res No 135-21-15755RESOLUTION NO. 135-21-15755 A Resolution authorizing the City Manager to execute a Letter of Intent (LOI) and negotiate an agreement with Mark Richman Properties (MRP) for the purchase of the control of the parking operations and all parking revenue at the South Miami Municipal Parking Garage. WHEREAS, On February 15th, 2005, the City Commission adopted Ordinance 03-05-1825, approving and authorizing the City Manager to execute a 50-year lease agreement between the City of South Miami ("City") and Mark Richman Properties (MRP) to operate and co-develop the South Miami Municipal Parking Garage ("Parking Garage"); and WHEREAS, the lease was signed and provided the effective date of March 11,2005; hence the lease terminates on March 11, 2055; and WHEREAS, MRP owns, in fee simple, the land located in the southwest corner of the Parking Garage along SW 58th Court. The City owns the remainder of the land and the bUilding, which includes the rest of the ground floor retail and the entire parking garage structure including those portions situated in the air space above the MRP ground floor retail; and WHEREAS, on October 6, 2021, the City received a Letter of Intent ("LOI") from MRP, proposing an amendment to the March 11, 2005, lease, whereby, the City has been offered MRP's rights to the parking operations and all parking revenue at the South Miami Municipal Parking Garage for a proposed purchase price amount of $4,000,000; and WHEREAS, the LOI provides that MRP will continues to control the City's retail space in accordance to the lease; and WHEREAS, the subject of this LOI is the parking garage occupying all floors of the four- story, mixed-use building; and WHEREAS, the building's ground floor retail component is not included in the proposed lease amendment. The subject parking garage consists of an estimated 400 parking spaces on the 1st, 2nd, 3rd, 4th floors, and the rooftop parking deck; and WHEREAS, on June 5, 2018, the Mayor and Commission adopted resolution 099-18-15122 providing the City administration with authority to contract with CBRE, Inc. to conduct financial advisory and market value services for the South Miami parking garage; and WHEREAS, on August 30,2018, the City received CBRE's appraisal report, which provided a market value conclusion for the purchase of MRP's rights to the parking operations and all parking revenue at the South Miami Municipal Parking Garage of $4,750,000; and WHEREAS, based on the general information provided within the LOI and the above financial information, the City administration believes that it may be in the best interest of the Page 1 of2 Res. No. 135-21-15755 City to begin operating the Parking Garage and incorporating this asset into the City's successfully run parking program; and WHEREAS, having the City operate the parking garage provides the City with complete control of the City's entire public parking infrastructure and allows the City to make the needed adjustments for the greater good of the public; and WHEREAS, City administration is recommending that the Commission provide the City Manager with the authority to execute the LOI and begin negotiating with MRP on a lease amendment that will brought before the Mayor and Commission for final approval. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1. The foregoing recitals are hereby ratified and confirmed as being true and they are incorporated into this resolution by reference as if set forth in full herein. Section 2. The City Manager is hereby authorized to execute the LOI and begin negotiating with MRP on a lease amendment that will be brought before the Mayor and Commission for final approval. Section 3. Corrections. Conforming language or technical scrivener-type corrections may be made by the City Attorney for any conforming amendments to be incorporated into the final resolution for signature. Section 4. Severability. If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding will not affect the validity of the remaining portions of this resolution. Section 5. Effective Date. This resolution will become effective immediately upon adoption. PASSED AND ADOPTED this 2nd day of November, 2021. CITY ct!ERK&'" COMMISSION VOTE: Mayor Philips : Commissioner Harris: Commissioner Gil: Commissioner Liebman: Commissioner Corey: Page 2 of2 5-0 Yea Yea Yea Yea Yea City Commission Agenda Item Report Meeting Date: November 2,2021 Submitted by: Alfredo Riverol Submitting Department: Finance Department Item Type: Resolution Agenda Section: Subject: Agenda ttem No:2. A Resolution authorizing the City Manager to execute a Letter of Intent (LOI) and negotiate an agreement with Mark Richman Properties (MRP) for the purchase of the control of the parking operations and all parking revenue at the South Miami Municipal Parking Garage. 3/5 (Commissioner Liebman , Commissioner Gil & Commissioner Corey) Suggested Action: The City is recommending that the Commission provide the City Manager with the authority to execute the LOI and begin negotiating with MRP on a lease amendment that shall be brought before the Mayor and Commission for final approval. Attachments: Memo_MRP _LOI ResolutionCArev .docx Reso_re MRP _LO! for Sale of Parking Garage CArev .docx LOI for CSM Parking Deal.pdf Ord No 03-0S-182S-lease agreement.pdf 3 Promissory Notes.pdf Parking Revenues 4-Years.pdf 2018 Appraisal -SM Pa r king Garage.pdf Land Ownership of Garage.pdf 1 THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To : The Honorable Mayor & Members of the City Commission FROM : Shari Kamali, ICMA-CM, City Manager DATE : November 2, 2021 SUBJECT: A Resolution authorizing the City Manager to execute the provided Letter of Intent (LOI) and negotiate an agreement with Mark Richman Properties (MRP) for the purchase of MRP's rights to the parking operations and all parking revenue at the South Miami Municipal Parking Garage. BACKGROUND: On February 15 th , 2005, the City Commission enacted Ordinance 03-05-1825, approving a settlement of a lawsuit filed by Mark Richmond Properties (MRP). The lawsuit concerned a development agreement concerning the development of the South Miami Municipal Parking Garage r'Parking Garage") on City owned land and MRP's adjacent property and the lease of all of the City's property to MRP as part of the consideration for the cost ofthe development. The ordinance authorized the City Manager to execute a 50-year lease agreement between the City of South Miami ("CSM") and MRP which gave MRP the right to operate Parking Garage. The lease was signed with an effective date of March 11,2005; hence the lease terminates on March 11, 2055. As per the executed lease agreement, MRP continued to own, in fee simple, a portion of the southwest corner along SW 58 th Court (MRP ground floor relail). CSM owns the remainder of the building, which includes the rest of the ground floor retail and the entire parking garage, including the air rights for those portions situated above the MRP ground floor retail. On June 5, 2018, the Mayor ;md Commission adopted resolution 099-18-15122 providing the City administration with authority to contract with CBRE, Inc. to conduct financial advisory and market value services for the South Miami parking garage. On August 30, 2018, the City received CBRE's appraisal report, which provided a market value conclusion for the purchase of MRP's rights to the parking operations and all parking revenue at the South Miami Municipal Parking Garage of $4,750,000. On October 6, 2021, the City received a Letter of Intent ("LOI") from MRP, proposing an amendment to the March 11, 2005, lease, whereby, CSM 2 THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM purchases MRP's rights to the parking operations and all parking revenue at the South Miami Municipal Parking Garage for a proposed purchase price amount of $4,000,000. The LOI provides that MRP continues to lease the CSM retail space for the duration of the Lease Term and shall have all rights, as set forth in the 2005 lease, to the retail rental income of the City's retail space. The subject of this LOI is the parking garage component that occupies all floors of the four-story, mixed-use building. The building's ground floor retail component is not included in the proposed lease amendment. The subject parking garage consists of an estimated 400 parking spaces on the Pt, 2nd , 3rd , 4th floors, and the rooftop parking deck. MRP currently has three (3) outstanding promissory notes with a current balance of approximately $6 million. An option, other than paying cash or financing, is that the City and MRP agree to apply $4 million to the outstanding balance, hence leaving an outstanding amount of approximately $2 million, providing for an earlier payback. The City's Finance Department has reviewed the parking revenues from the South Miami Parking Garage based on MRP's operations for the past 4-years. Please find below a breakdown of the revenues from 2017 through 2020. Parking Garage Revenue Analysis Year Parking Revenue 2017 $440,122 2018 $338,143 2019 $336,109 2020 $202,775 * COVID Year Average $329,287 Based on the general information provided within the LOI and the above financial information, the City administration believes that it may be in the best interest of the City to begin operating the Parking Garage and incorporating this asset into the City'S successfully run parking program. Having the City operate the parking garage provides the City with complete control of the City'S entire public parking infrastructure and allows the City to make the needed adjustments for the greater good of the public. The City is recommending that the Commission provide the City Manager with the authority to execute the LOI and begin negotiating with MRP on a lease 3 Sout~iami . CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM THE CITY OF PLEASANT LIVING ATTACHMENTS: amendment that shall be brought before the Mayor and Commission for final approval. Note that the LOI is not binding on either party but is a starting point for negotiating the sale and purchase. Proposed Resolution October 6, 2021, Letter of Intent Ordinance 03-05-1825 MRP Lease Agreement Three Promissory Notes 4-Years Parking Revenues 2018 CBRE Appraisal Report Property Appraisal Land Ownership Info 4 October 6 , 2021 Shari Kamali City Manager City of South Miami MARK RICHMAN PROPERTIES INC. 5829 SW 73 STREET, SUITE 1 SOUTH MIAMI, FL 33143 This letter of intent ("LOI") outlines the terms of a proposed amendment to the lease dated March 11, 2005 ("lease") between Mark Richman Properties Inc. ("MRP") and City of South Miami ("CSM") whereby, CSM purchases MRP's rights to the parking operations and all parking revenue at the South Miami Municipal Parking Garage . Propert y : South Miami Municipal Parking Garage 5829 SW 73 Street South Miami, FL 33143 Purchase Price: Four Million Dollars ($4,000,000). Parking Garage and Op erations : CSM shall have all rights to operate the parking garage and shall be entitled to any parking i ncome. CSM Retail Spa ce : MRP continues to lease the CSM retail space for the duration of the Lease Term and shall have all rights to the retail rental income. Inspection Peri od: Upon execution of this LOI, CSM shall have thirty (30) days to preform reasonable and customary inspections. Debt Service MARK RICHMAN PROPERTIES INC. 5829 SW 73 STREET, SUITE 1 SOUTH MIAMI, FL 33143 MRP shall make debt service payments pursuant to the terms of the existing Promissory Notes. MRP may prepay a portion or all of the remaining principal balance without penalty at any time during the Promissory Note. Lease Term. Access and Easements: Both MRP and CSM shall have nonexclusive rights and access to: • Management office -fire alarm panel location. • Utility Rooms servicing the retail space. • Any and all utilities including rooftop satellites required for the operation of the parking garage and/or retail space . Retail tenant's employees, patrons and invitees shall have access to use the parking garage at prevailing parking rates as set by CSM. There shall be no requirement for on-site parking for the retail space. Property Taxes : MRP shall be responsible for Property Taxes for the retail space Repairs and Maintenance: Mechanical (HVAC, PCU, etc.) eqUipment in the parking garage. MRP shall have the right to access, remove, add, and relocate equipment as commercially reasonable or required by code for the purpose of servicing the retail space. CSM shall be responsible for the maintenance of the parking garage . MRP shall be responsible for maintenance of the retail space. Both parties agree to maintain in a first-class manner. City Approvals / Time Is of The Essence : In the event that this agreement requires approvals by various departments of City of South Miami, CSM agrees to carryout such approval process in a diligent manner. MARK RICHMAN PROPERTIES INC. 5829 SW 73 STREET, SUITE 1 SOUTH MIAMI, FL 33143 This letter shall not create any legally binding obligation on either MRP or CSM. The understandings contained herein are expressly conditioned upon and subject to, execution and delivery of mutually acceptable document(s) by the parties. Should the foregoing meet your approval, please indicate your acceptance in the space provided below. Sincerely, Mark Richman President AGREED TO AND ACCEPTED AS STATED ABOVE ON THIS _3_ OF November 2021. MRP: By: Name: Mark Richman AGREED TO AND ACCEPTED AS STATED ABOVE ON THIS ~ OF A.)~~021 . CSM: By: Name: 9.,~ r'G.v.,.Q'L...,. ~hOlA:'" \a{Ct~C\. \c' ORDINANCE NO. 03-05-1825 AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO CONTRACTS; APPROVING A LEASE AGREEMENT BETWEEN THE CITY AND MARK RICHMAN PROPERTIES, INC., FOR THE LEASE BY MRP OF CERTAIN CITY PROPERTY AND THE CO- DEVELOPMENT OF A PARKING STRUCTURE PROJECT AT SW 73 STREET BETWEEN SW 58 COURT AND 58 AVENUE; PROVIDING FOR SEVERABILITY, ORDINANCES IN CONFLICT, AND AN EFFECTIVE DATE. WHEREAS, the City of South Miami is the owner of property located at S.W. 73 rd Street on the south, S.W. 58 th Avenue on the east, S.W. 58 th Cowt on the west and an alleyway on the north, which is currently used for surface parking; and, WHEREAS, the Mayor and City Commission, desiring to develop a multi-use parking facility on the property, issued a Request for Proposals on June 20, 1997; and, WHEREAS, on August 15, 2000, the City Commission approved a lease agreement with SPG Phase One, Ltd for the design, construction and management of the parking structure which included mixed-use retail and office space. WHEREAS, the lease agreement specifically approved the assignment of the lease to Mark Ri<chmond Properties, Inc. (MRP); and WHEREAS the City negotiated and entered into a new lease agreement where the City and MRP would co-develop a parking structure on the property; and, WHEREAS, on or about December 17, 2002 the City Commission decided not to proceed with the development of the project; and WHERAS, the parties have re-negotiated the terms and conditions for co- developing the mixed use project. WHEREAS, the Mayor and City Commission have detennined that it is in the best interests of the City of South Miami to enter into the proposed Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Additions shown by unde rli n ing and deletions shown by &VefStffl.tiag: 10 Section 1. The Lease Agreement between the City of South Miami and Mark Richman Properties, Inc, dated February _ 2005, which is armexed to this ordinance, is approved; provided, however, the MRP Lease Agreement dated March 5, 2002 is cancelled as provided for in the Settlement Agreement and the Settlement Agreement releasing the parties from any and all obligations, claims of any kind and any causes of action is fully executed. Section 2. The City Manager is authorized to execute the Lease Agreement on behalf of the City of South Miami. Section 3. If any section, clause, sentence, or phrase of this ordinance is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this ordinance. Section 4. All ordinances or parts of ordinances in conflict with the provisions of this ordinance are repealed. Section 5. This ordinance shall take effect immediately upon approval. PASSED AND ADOPTED this Ji!!'day of February, 2005. ATTEST: QncLO.~c CITY CLERK. ' READ AND APPROVED AS TO FORM : ~2~ ~ - ~TIORNEY . APPROVED~ U ~~ 1 st Reading -2/ 1 / 05 2nd Reading -2/ 15/ 05 COMMISSION VOTE: 5-0 Mayor Russell: Yea Vice Mayor Palmer: Yea Commissioner Birts-Cooper: Yea Commissioner Sherar: Yea Commissioner Wiscombe: Yea Additions shown by underlining and deletions shown by o¥erstrildng. 11 Minimum Annual Rent Proposed Ciiy share of meter revenue at 12.5% rate Calculation based on 75% occupancy rate Parking Tickets est. 35 Metered Spaces tickeled daily $12.00 per ticket (365 days) .005% annual increase. Income before Debt Service & Lost Revenue (guaranteed income plus parking lickets) less Debt Service 1 million at 4.8% -28 years. Less Lost Parking. Lot and Ticket Revenue Currently Generala $195,000.00 1) The estimated parking tickels or 35 is b8sed on the !otal number of parking melers (300) available 10 the public. ~ 2/10/2005 N 3:35 PM " Minimum Annual Rent Proposed Cily share of meier revenue at 12.5% rate Calculation based on 75% occupancy rate Parking Tickets est. 35 Metered Spaces ticketed daily $12.00 per ticket (365 days) .005% annual Increase. Income before Oebt Service & lost Revenue (guaranteed income plus parking tickets) Less Oebt Service 1 million at 4.8% ~ 28 years. 1) The estimated parking tickets of 35 is based on the tolal nur ~ (..) 2/10/2005 3:35 PM Minimum Annual Rent Proposed City share of meIer revenue at 12.5% rate Calculation based on 75% occupancy rate Parking Tickets est. 35 Metered Spaces ticketed daily $12.00 perticke! (365 days) .005% annual increase. Income before Debt Service & lost Revenue (guaranteed income plus parking tickets) . Less Debt Service 1 million al 4.8% -28 years. 1) The estimated parking tickets of 35 is based on the total nur ~ U10'2005 ~ 3:35 PM Minimum ,Annual Rent Proposed City share of meter revenue at 12,5% rate Calculation ba~ed ·on 75% occupancy r<lte Parking Tickets es!. 35 Metered Spaces ticketed daily $12.00 per ticket (365 days) .005% annual increase, Income before Debl SeNiee & lost Revenue (guaranteed income plus parking tickets) less Debt Service 1 mi ltion at 4,8% -28 years . 1) The estimated parking tickets of 35 is based on the total nur ~ !fl0/2005 01 3 :35 PM Minimum Annual Rent Proposed City share of meter revenue at 12.5% rate Calculation based on 75% occupancy rate Parking Tickets est. 35 Metered Spaces ticketed daily $12.00 per ticket (365 days) .005% annual increase. Income before Debt Service & Lost Revenue (guaranteed income ptus parking lickets) Less Debt Service 1 million at 4.8% -28 years. 1) The estimated parking lickets of 35 Is bassd on the total nur ""'" 2110/2005 en 3:35 PM South Miami Revenues and Expenses Minimum Annual Rent Proposed City share of meter revenue at 12.5% rate Calculation based on 75% occupancy rate Parking Tickets est. 35 Metered Spaces ticketed daily $12.00 perticket (365 days) .005% annual increase. Income before Debl Service & Lost Revenue (guaranteed income plus paJ1dng tickets) Less Debt Service 1 million at 4.B% -28 years, Less Lost Parkfng Lot and TIcket Revenue CurrenUy Generate Net Income with guaranteed Income NOTES: 1) The estimated parking tIckets of 35 is ba$ed on the total nur ...a. 2110/2005 ""'" 3:35PM TO: FROM: DATE: RE: CONFIDENTIAL, PROTECTED BY THE ATTORNEY -CLIENT WORK PRODUCT DOCTRINE EXEMPT FROM PUBLIC RECORDS MEMORANDUM .' . Maria V. Davis Luis R. Figueredo, City Attorney's Office January 27,2005 Proposed Framework for the Settlement of the MRP Litigation and Lease Agreement. Mark Riclunan Properties initiated a civil action against the city on March 21, 2003, for breach of contract to jointly develop a mixed use parking garage and retail building. MRP seeks a court order to compel the city to perform under the agreement to build the facility, or $4.5 million in damages. The risk is not insured. The case is filed in state circuit court and is assigned to judge Michael A. Genden. The city engaged Mr. Steve Weinger, ofKurzban, Kurzban &.Weinger, to serve as special counsel. To establish entitlement to damages, MRP must prove: (1) there was a valid contract between the parties; (2) the city breached the contract; and (3) compensatory damages as a result of the breach. The major component of MRP's'claim for damages is lost profits. The contract with MRP called for the parties to jointly be responsible for development costs associated with the project. Both the city and MRP incurred costs associated for the design of the bUilding. In December 2002, the city commission elected not to proceed with the development. We are very concerned that the election to not proceed with the project was a breach of contract. We have directed special counsel to analyze all possible theories for denial or avoidance of the claim. MRP seeks reimbursement of expenses and lost profits it speculates it would have earned over a 50-year period. MRP's principal, Mr. Richman, provided a spreadsheet on expenses and lost profits, which has been evaluated by our finn. Certain premises are incorrect and result.in ov er-stating the projected profits. Lost profits may be awarded only when they can be proved with reasonable certainty.' Special counsel provided a memorandum to the commission on the evidence necessary to establish a claim for lost profits. In essence, MRP might be able to establish lost profits for a reasonably short period of time. It is doubtful that MRP can establish lost profits for a 50-year period. 18 At the request of the city commissio~ the Mayor, the city manager and our office engaged in settlement discussions with MRP. The parties agreed to a "stand still" on the litigation to minimize legal costs while the parties engaged in the settlement discussions. The settlement discussions yielded a tentative settlement that generally consists of the following tenns: (i) MRP lease agreement dated March 5,. 2002 will be cancelled and each party will release the other from any and all obligations there under and all claims of any kind and causes of action related in any manner to the cancelled lease agreement and/or related in any manner to the lawsuit bearing Case Number 03-07058-CA-24. (ii) The lawsuit will be dismissed with prejudice by MRP immediately upon the execution of th~ new Lease Agreement and the issuance of the building permit. (iii) The city would contribute $1,000,000 towards the design and construction of the project. The city will receive credit for project costs expended. (iv) The project would · consist of 5 levels. Approximately 24,500 square feet of retail space and 380 parking spaces. (v) MRP would pay the city a minimum guaranteed rent equal to $76,000 per year and a 12.5% of the annual gross parking revenue in excess of$150,000. (vi) MRP would assume full responsibility for repaying the entire project financing less the city's share of$I,OOO,OOO. (vii) The City au1:horizes an additional 2.5 million in project funding in addition to the 8.5 million previously authorized to cover increased costs of construction. (viii) MRP guarantees the cost of construction to complete the project. (ix) The Project debt service shall be repaid by MRP and it sha~l also be guaranteed by the Lease and Mark Richman's Property. ex) MRP is required to complete construction and obtain a temporary or pennanent certificate of occupancy no later than 18 months from the date of issuance of the building permit. In the event MRP fails to meet this deadline, MRP shall pay the city $26,916.00 per month until the certificate(s) of occupancy are issued. Page 2 of6 19 (xi) MRP agrees that it will not perform any site work that interferes with the operation of the existing city parking lot prior to dismissing the lawsuit referenced in this paragraph. The city and MRP ~haII join in a fOID1al stay of Case Number 03-07058-CA-24 pending the execution of the Lease Agreement and the issuing of the building pemlit or the termination of this Agreement. The salient tenus of the Lease Agreement provides as follows: 1. Building Lease. The City, as landlord, and MRP, as tenant, will enter into a new lea~e agreement (the "Lease") for the sUbject"property. 2. Development. MRR will work with the City to complete the design and plans for the parking garage structure. The Project will consist of a five level mixed-use retail and parking garage facility consisting of approximately 24,500 (+1-) square feet of retail space and approximately 380 parking spaces. The ground level floor shall be comprised of retail space with a minimum of 11-17 parking spaces dedicated to short-teID1 parking. 3. Rent. MRP shall pay the City an annual retail rent payment equal to $76,000, payable on a monthly basis equal to $6,333 per month. MRP shall also pay Additional Rent equal to 12.5% of all gross parking revenues in excess of $150,000 annually. 4. City Retail Space Rent. City retail space rent shall be one (1) dollar per year until the completion of debt service. Commencing on the first day of the month immediately following the month in which the Tenant makes the final debt service payment, Tenant shall pay Landlord, on an annualized basis, eighteen (18) percent of the gro~s revenue (less CAM) realized on the city owned retail space. 5. Parking and Ticket Revenue. CSM will retain a percentage of the parking revenue as provided for in sub-paragraph 3 above, and the ticket revenue. Included below is an example to better illustrate the revenues that may be generated under this Settlement Proposal. Based on the financial projections prepared by Mr. Oshikoya, below are the total revenues and obligations for year 2 (the first full year of operation). Page 3 of6 20 YEAR 2 Retail Rent Payment Gross Parking Revenue (60% usage) Parking Ticket Revenue TOTAL INCOME (Before Debt Service and Operating Costs) DEBT SERVICE 1.0 million 4.8% 28 years Operating Costs 'Lost Parking Lot and Ticket Revenue Currently Generated TOTAL $76,000.00 $33,262.50 $153,000.00 $262,262.50 $65,002.80 $0 $195,000.00 $260,002.80 CSM would receive approximately $2;559.70 in additional revenue during the second year (the fust year of operation). 6. MRP. MRP's responsibility for repaying 100% of project fmancing (10.5 million less the City;s initial contribution of $1,000,000) includes MRP's existing obligation to pay the debt service on the $2.5 million dollars already advanced. MRP's annual payment amortized over 30 years at 4.8% will equal $603,971.45. MRP retail rental revenues should equal $584,000.00 in year 2. MRP's parking revenues are estimated to equal $491,400.00. MRP advises that the retail and parking garage maintenance and operating expenses are estimated to be $200,000 per year. 7. Transfer Fee. In the event the city approves a transfer of the lease, upon MRP's transfer of its leasehold interest in the Project,.MRP shall pay the city a transfer fee. The transfer fee shall be calculated as follows: if the net profits resulting from the transfer equal or are less than $1,400,000, the transfer fee paid to the city shall equal 18% of the net profits realized from the transfer of the leasehold. If the net profit from the transfer exceeds $1,400,000 the transfer fee shall be $252,000 plus 20% of the amount by which the net profit exceeds $1,400,000. The net profits from the transfer of the leasehold shall be determined under Generally Accepted Accounting Principles (GAAP). 8. Facility Design. The City Manager and MRP shall agree on the conceptual design. The design may include an arcade and other design elements to attract pedestrian Page 4 of6 21 traffic. The retail space will feature restaurants to further promote pedesf:rian traffic and garage usage. MRP is under no responsibility to incorporate any design element which causes MRP's share of construction costs to exceed $ 7.5 million. 9. Term. The initial tenn of the Lease will be 50 years. 10. Financing. Additional financing will be required to complete the construction" of the facility and the City agrees to authorize up to an additional $2.5 million over and above the $8.5 million in project financing approved by the commission. 11. Ownership of the Parking Structure. The City will own the parking structure (including the air space over MRP's building). 12. Holiday Season Construction. MRP will use best efforts to minimize impacts of construction during the holiday season. 13.· Valet Parking. MRP shall apply for and obtain valet parking authorization to operate two valet parking zones. . 14. Repair and Maintenance. MRP shall repair and maintain the parking strucfure. 15. Right to Transfer-Leasehold. MRP or any Successor Tenant may sell, assign or convey their leasehold ipterest if the City Commission is satisfied after its due diligence that the proposed successor has the financial strength, experience, capability and moral character to comply with the lease and the approval of the assignment is conducted in accordance with the city charter. 16. Insurance. The insmance companies providing inswance coverage shall have a best rating of B+ or equivalent. MRP shall at its sole cost maintain the following coverage: Commercial General Liability Physical Property Damage Insurance Builder's Risk Two million per occurrence; Five million in the Aggregate 100% replacement cost (during construction) -one hundred percent (100%) replacement value 17. Security. MRP shall PFovide the City with a payment and performance bond with a good and sufficient surety, naming the City as an obligee and a commercially acceptable form. Page 50f6 22 18. Signage. Signage on the facility shall comply with the applicable codes of the City and any other jurisdiction having authority. 19. Flat Rate Parking. MRP shall be authorized to charge a flat parking rate from 5 p.m. to 2 a.m. MRP shall authorize an automated ticketing system to provide the City with a reliable mechanism for confirming and auditing flat rate parking revenues. 20. Dismissal of Lawsuit. MRP shall dismiss his lawsuit against the City upon the execution of the Lease Agreement and the issuance of the building permit. 21. Work Force: In an effort to enhance job opportunities for local citizens, MRP agrees to give a preference to job applicants residing in South Miami. In order to maximize the pool of applicants from South Miami, the MRP has agreed to send notices to the Community Redevelopment Agency Director of the City of South Miami, or a substitute designee by the City Manager, regarding employment opportunities related to any (1) construction work on the Property, (2) temporary or permanent maintenance work on the Property, or (3) proposals for leasing of retail space or employment opportunities associated with retail space located on the Property. MRP has also agreed to impose similar requirements in its agreements with subtenants. 22. Hours of Operation for Retail Establishments. MRP shall require all retail subtenants (excluding restaurants) to remain open from until 9 A.M. until 8 P.M. Page 6 of6 23 LEASE AGREEMENT Between CITY OF SOUTH MIAMI, as Landlord And . MARK RICHMAN PROPERTIES, INC., as Tenant MarchL,2005 24 TABLE OF CONTENTS Page 1. Recitals ........................................................................................................... 1 2. Defin.itions ...................................................................................................... 2 3. Lease of Premises and Parking Structure ("Tenancy") .................................. 6 3.1 Lease of Tenancy ................................................................................ 6 4. TerIIl .............................................................................................................. 7 4.1 Original TeI1Il ..................................................................................... 7 5. Rent, Receipts and Debt Service ....................................... : ........... 7 5.1 Base Rent ............................................................................................ 7 5.2 Sharing of Receipts ............................................................................ 7 5.3 Debt Service ........................................................................................ 7 5.4 City Retail Space Rent.. ..... : ................................................................ 7 6. Paytnent ............................................................ : ............................................. 7 6.1 Payment of Rent. ................................................................................. 7 6.2 Delivery of Payments .................................................................. : ....... 7 6.3 Delinquency ........ : ................................................................................ 7 7. Title; Delivery of Possession; Easements ...................................................... 8 7.1 Covenants of Title by Landlord .......................................................... 8 7.2 Covenants of Title by MRP ................................................................ 8 8. Zoning, Development of Land and Pre-Construction Activity ..................... 8 8.1 Development Rights : .......................................................................... 8 8.1.1 Parking Structure ..................................................................... 8 8.1.2 Premises ............................................... : ................................. 8 8.1.3 Replacement MRP Building .................................................... 8 8.2 Plans and Schedules ............................................................................ 8 8.3 Cost ..................................................................................................... 9 . 8.4 Conform with AlA and BOMA Method ............................................ 9 8.5 Designation of Representatives .......................................................... 9 -I - 25 8.5.1 Approve Documents ................................................................ 9 8.5.2 Consent to Actions ................................................................... 9 8.5.3 Make Appointments ....................................... ! ......................... 9 8.5.4 Change of Representative ........................................................ 9 9. Construction of Project ............................... : .................................................. 9 9.1 Design Development. .......................................................................... 9 9.1.1 Project Design .......................................................................... 9 9.1.2 Project Costs ........................................................................... 9 9.2 Perfonnance ...................................................................................... 10 9.3 Perfonnance and Payment Bond ...................................................... 10 9.4 Payment of Contractors and Suppliers ............................................ .1 0 5>.5 . Completion of Construction ............................................................. 10 9:6 Project Amenities .............................................................................. 10 9.7 Holiday Season Construction ........................................................... 11 10. Project Financing ......................................................................................... 11 10.1 Borrowings ........................................................................................ 11 10.2 Initial Funding ................................................................................... 11 11. Tax TreatInent ................................................................ : ............................. 11 II 11.1 Tax Abatement .................................................................................. 11 12. Events of Default by Tenant ........................................................................ 11 12.1 Failure to Pay .................................................................................... 11 12.2 Failure to Perfonn ............................................................................. 12 12.3 Remedies for Default by Tenant. ...................................................... 12 12.4 Events of Default by Landlord ......................................................... 12 12.4.1 Failure to Perform .................................................................. 12 12.5 Remedies for Default by Landlord ................................................... 13 12 .6 No Remedy Exclusive ...................................................................... 13 13. Condetnnation .............................................................................................. 13 13.1 Taking of Entire Premises ................................................................. 13 13.2 Payments of Fees and Costs ............................................................. 14 14 . Use and Care ................................................................................................ 14 -11- 26 14.1 Use .................................................................................................... 14 14.2 Operating Standards ........................................................................... 14 14.3 Use Restrictions ................................................................................ 14 14.4 . Applicable Law ................................................................................. 14 14.5 Enviromnental. .................................................................................. 14 14.6 Waste Disposal .................................................................................. 15 15. Repair and Maintenance .............................................................................. 15 15 .1 Landlord's Responsibility ..... ~ ........................................................... 15 15.2 Tt"nanfs .. "R.e~~0nsibilities .................................................................. 15 '. 16. Loss of Property ........................................................................................... 15 17. Renovation ................................................................................................... 15 17.1 Tenant's Rights ................................................................................. 15 18. Access to PreID.ises ....................................................................................... 15 19. Operation and Management of Improvements ............................................ 15 19 .1 Non-Interference ................................................................................ 15 19.2 Indemnification .................................................................................. 16 19.3 Operation of Parking Structure ......................................................... 16 II 19.4 Records and Reporting ...................................................................... 17 19.4.1 Books and Records ................................................................ 17 19.4.2 Reporting ............. : ............................................................... 17 19.4.3 Compliance with GAAP ................................. : ...................... 17 19.4.4 Right of Inspection ................................................................. 17 19.4.5 Tenant's Financial Statements ................................................ 18 19.5 Security and Enforcement of Parking Violations ............................. 18 20. Valet Parking ................................................................................................ 18 21. Surrender of Premise .................................................................................... 18 22. Sale of Leasehold, Subletting, Landlord's Assignment.. ............................. 18 22.1 Right to Transfer Leasehold .............................................................. 18 22.l.1 Right of First RefusaL ........................................................... 19 ~ III ~ 27 22.1.2 Transfer Fee ........................................................................... 19 22.1.3 Rights to Sublease .................................................................. 19 22.2 Landlord Assignment. ...................................................... ~ ................ 19 2~.3 . Compliance with City Charter .......................................................... 20 23. Insurance ...................... , ................................................................................ 20 . 23.1 Acquisition of Insurance Policies .... ~ ................................................ 20 23.2 Types of Required Insurance ............................................................ 20 ,]'3,2J ('n.r.nmf:'fcial General Liability Insurance ............................... 20 23.2.2 ;Physical Property Damage Insurance .................................... 21 23.2.3 Business Interruption ............................................................. 21 23.2.4 Builder's Risk Insurance ........................................................ 21 23.3 Teffi1s of Insurance ........................................................................... 21 23.4 Landlord's Acquisition ofInsurance ................................................ 21 23.5 Insu.rance Money and Other Funds Held in Trust ............................ 21 23.6 Waiver of Subrogation ...................................................................... 22 24 . Relation of the Parties ............................... : .................................................. 22 25. Acts of God; Unavoidable Delays ............................................................... 22 25.1 Acts of God ....................................................................................... 22 II 26. Landlord's Covenant of Quiet Enjoyment.. ................................................. 22 27. Brokerage ..................................................................................................... 23 28. Time ofEssence .............................. ~ ............................................................ 23 29. Notices ......................................................................................................... 23 30. Compliance with Laws and Ordinances ...................................................... 24 30.1 Compliance ....................................................................................... 24 30.2 Contest by Tenant ." ........................................................................... 24 31. Representations and Warranties ................................................................... 24 31.1 Landlord's Representations .............................................................. 24 31.1.1 Free of Violations .................................................................. 24 31.1.2 No Actions Affecting Use ..................................................... 24 -iv- 28 31.2 Landlord's WaJTanties ...................................................................... 24 31.2.l Authority to Bind ................................................................... 25 31.2.2 Free of Tenancies ................................................................... 25 31.3 Tenant's Representations and Warranties ........................................ 25 31.3.1 Tenant's Representations ....................................................... 25 31.3.1.1 31.3.1.2 Free of Violations ............................................ 25 No Actions Affecting Use ............................... 25 31.3.2 Authority to Bind ................................................................... 25 32. Exculpation .................................................................................................. 25 33. Prior to Construction .................................................................................... 25 34. Destruction After Construction .................................................................... 26 35. General Provisions ....................................................................................... 26 35.1 Severability ....................................................................................... 26 35.2 No Waiver ......................................................................................... 26 35.3 Entire Agreement .............................................................................. 26 35.4 Successors and Assigns .................................................................... 26 35.5 Modification and Rescission ............................................................. 26 35.6 Governing Law ................................................................................. 26 35.7 Interpretation ..................................................................................... 26 35.8 Radon Disclosure .............................................................................. 27 35.9 No Discrimination ............................................................................. 27 35.10 Work Force ................................................................................ , ...... 27 35.11 Attorneys' Fees ................................................................................. 27 35.12 Reasonableness of Approvals ........................................................... 27 35.13 Duplicate Originals ........................................................................... 28 35.14 Project Name ..................................................................................... 28 35.15 Superseding Effect ............................................................................ 28 35.16 Hours of Operation for Retail Establishments .................................. 28 EXHIBIT A -Legal Description of City Land ................................................................ .32 EXHIBIT B -Legal Description ofMRP Land ................................................................ 33 EXHIBIT C -Title Exceptions for City Land ......................... : ......................................... 34 -Y '-29 EXHIBIT D -MRP Note and Payment Schedule for MRP Note ..................................... 35 EXHIBIT E -Mark Richman Guaranty ............................................................................ .36 EXHIBIT F -~it1e .Exception MRP Land .......................................................................... 37 EXHIBIT G -Project Schedule ......................................................................................... 38 EXHIBIT H ;"'Settlement Agreement.. ............................................................................... 39 SCHEDULE I -Hours of Operation ................................................................................. .40 SCHEDULE II -Parking Rates ........................................................................................ 41 -vi- 30 LEASE AGREEMENT This Lease is made by and between the City of South Miami, a municipality of Miami-Dade County, Florida (hereinafter "Landlord") and Mark Richman Properties, Inc., a Florida corporation (hereinafter "Tenant") on the f9110wing terms and conditions ("Agreement") : RECITALS A. Landlord owns certain Land (as hereinafter defmed) located in the City of South Miami, Miami-Dade County, Florida which is presently used as a public parking lot; B. On August 15, 2000, the City Commission approved a lease agreement with SPG Phase One, Ltd., for the design, construction, and management of the Parking Structure (as hereinafter defined) which included mixed-use retail and office space; C. The lease between Landlord and SPG ("SPG Lease") was executed on February 21, 2001. D. In order to enhance the functionality of the Parking Structure, SPG proposed to build a portion of the Parking Structure in the Airspace (as hereinafter defined) above land owned by Tenant, which is contiguous to the City'S parking lot ("MRP Land"). E. The SPG Lease approved by the City Commission contains a provision authorizing the assumption of the SPG Lease and transfer of the development and management rights to Tenant. F. Tenant assumed the SPG Lease and acquired from SPG via assignment the rights to develop the Parking Structure. G. On November 1, 2001, the City Commission approved a lease agreement with Tenant, for Landlord's retail space and for the design and construction of the Parking Structure; H. The lease between Landlord and Tenant ("MRP Lease") was executed on March 5, 2002. 1. Pursuant to the MRP Lease Tenant deeded certain air rights over the MRP Land to Landlord and Landlord made a loan to Tenant !n the original principal amount of - 1 - 31 two million five hundred thousand dollars and no cents ($2,500,000.00) secured by a first mortgage on Tenant's property. J. This Agreement will become effective as of the day that a building pennit is issued for the Parking Structure Project ("Project") and once effective, replaces the MRP Lease. This Agreement incorporates the Settlement Agreement by and Between the City of South Miami, a Florida Municipality, and Mark Richman Properties, Inc. dated February , 2005 ("Settlement Agreement") attached hereto and made Ii, part hereof as Exhibit "H". K. Landlord and Tenant agree to co-develop the Project. The Project will be five stories.,with approximately 380 spaces and 24,500 (+ or -) square feet of retail, including the Replacement MRP building (hereinafter defined). NOW, THEREFORE, in .consideration of the premIses and other valuable consideration, the parties hereto agree as follows: 1. Recitals': The recitals are true and correct, and fonn a part of this Agreement. 2. Definitions. The tenns provided herein shall be defined for purposes of this Lease as follows: 2.1 . "Additional Funds" means (i) those funds in excess of 8.5 million dol1ars pr~iously approved by the City Commission which are necessary to complete the construction of the Project and which do not exceed 2.5 million dollars in additional project financing. 2.2 "Additional Rent" means rent due to Landlord based on a fixed percentage of gross parking receipts pursuant to subparagraph 5.2. 2.3 "Affiliate" means (i) any person who, directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with another person or entity or (ii) any person who owns, directly or indirectly, 50% or more of the value of the outstanding shares or other equity interests of another person. 2.4 "Airspace" means that certain volume of air over the MRP Land in which a portion of the Parking Structure will be built. 2.5 "Base Rent" means the rent due from Tenant to Landlord pursuant to subparagraph 5.1. 2.6 "Borrowing" means the momes borrowed by the Landlord as provided in subparagraph 10.1. - 2 - 32 2.7 "Charter'" means the municipal charter of the City of South Miami, Florida. 2.8 "City" means the City of South Miami, Florida. 2.9 "Commencement of Construction" means the day the Notice of Commencement is put of record. 2.10 "Common Areas" means those areas of the Project which are open for the use by tenant~ and guests or by the public, including but not limited to any sidewalks, public receiving, loading and delivery areas, public lobbies, public exits and entrances, hallways, elevators, staiIways, and restrooms. 2.11 Completion Date" means the date Completion of Construction as provided in subparagraph 9.3. 2.12 "Completion of Construction" means the earlier of the date upon which the Parking Structure is issued a certificate of occupancy or the date upon which the Parking Structure is issued a temporary certificate of occupancy. 2.13 "Construction Period" means the period commencing with the Permit Date and ending on the Completion of Construction. 2.14 "Declaration" means the Declaration of Easements Covenants and Restrictions executed by Landlord and Tenant that will be filed in the public records of Miami-Dade County, Florida, relating to the Project. 2.15 "Default Rate" means eighteen percent (18%) p.a. for purposes of subparagraph 12.1. 2.16 "Development Code" means the City of South Miami Land Development Code as in effect on the Effective Date hereof and as amended from time to time. 2.17 "Development Rights" means the rights granted to Tenant for the development of the Project pursuant to the tenns of this Lease as more particularly described in subparagraph 8.1. 2.18 "Effective Date" means the date this Lease is to be fully binding upon the parties as stated in Paragraph I hereof. 2.19 Gross Receivables means the aggregate of all rents and payments (including base rents and percentage rents) excluding standard cost of maintenance, insurance and ad valorem tax payments received by Tenant. -3 - 33 2.20 "Land" mean that certain municipal parking lot located at S.W. 73rd Street, S.W. 58th Avenue, and S.W. 58th Court, in the City of South Miami, Florida as more particularly described according to its legal descriptions as set forth on Exhibit "A", attached hereto, including all rights and interests appurtenant thereto. 2.21 "Landlord" means the City of South Miami, Florida, a municipality located in Miami-Dade County, Florida. 2.22 "Lease Commencement Date" means the date of issuance of a e.O. or T.C.O for the retail portions of the Project, which includes the Premises. Landlord and Tenant shall establish the Lease Commencement Date pursuant to a written instrument executed by both parties immediately after the Lease Commencement Date. 2.23 "Lease Year" means the consecutive twelve calendar month period commencing on the Lease Commencement Date and each such consecutive twelve calendar month period thereafter during the Lease Tenn; provided, however, that if the Lease Commencement Date is not the fIrst day of the calendar month, Lease Year shall mean the consecutive twelve calendar month period commencmg on the fIrst day of the calendar month immediately following the Lease Commencement Date and each such consecutive twelve calendar month period thereafter during the Lease Tenn. 2.24 "Lease Term" means the period consisting of 50 consecutive Lease Years commencing on the Lease Commencement Date. 2.25 "MRP" means Mark Richman Properties, Inc., a Florida corporation, or any successor thereto. 2.26 "MRP Land" means that certain improved lot at the comer of S.W. 73 Street and S.W. 58 th Court owned by MRP, upon which is situated the Old MRP . Building and which is more particularly described according to its legal description as set forth on Exhibit "B" attached hereto. 2.27 "MRP Notes" shall mean MRP's obligation to pay the principal of, and interest on, all loans made by the City evidenced by promissory notes duly executed and delivered by MRP substantially in the form of Exhibit D with blanks appropriately completed in conformity with this agreement (each an "MRP Note" and collectively the "MRP Notes"). 2.28 "Replacement MRP Building" means the shell of a new one-story structure to be built as a replacement for the Old MRP Building and over which the Airspace will be occupied by a portion of the Parking Structure. The Replacement MRP Building shall contain approximately 8,600 square feet of retail. The Replacement MRP Building shall not include any portion of the Parking Structure. -4- 34 2.29 "Old MRP Building" means the existing one-story building located on the MRP Land, which is to be demolished and replaced with the Replacement MRP Building. ' 2:30 "Parking Structure" means that portion of the Project, which excludes the Replacement MRP Building, the MRP Land and the Premises (hereinafter defined). A portion of the Parking Structure is located within the Airspace. 2.31 "Permits" means all final, unappealed and unappealable building permits and other permits, licenses, permissions, consents, and approvals required to be obtained from the (i) City of South Miami, (ii) Miami-Dade County, (iii) the State of Florida, (iv) the United States, (v) any agency or political subdivision of any of the foregoing having jurisdiction over the Project or a11Y portion thereof, or (vi) any agreements, waivers, or consents of any third-parties relating to or affected by the Project, all of which 'are required to allow the construction of the Project and any slibsequent improvements, 'repairs, replacements or renewals in accordance with the Development Code and all other applicable laws, ordinances, or regulations. 2.32 "Permit Date" means the date all Permits are issued on a non- appealable basis, which allows the construction of the Project to proceed. 2.33 "Plans" means the plans, drawings, and specifications referenced in subparagraph 8.2. 2.34 "Premises" means that portion of the Land, which will be improved with apprdXimately 15,900 square feet of retail space. 2.35 "Project" means the Parking Structure, the Replacement MRP Building, the Premises and the Land and MRP Land, together with all other rights and interests appurtenant thereto. 2.36 "Project Schedule" means the schedule developed and approved by MRP and the City indicating the dates for significant events and timetables for completion. 2.37 "Rent" means Base Rent and Additional Rent. 2.38 "Resolution" means the approval of the Lease Agreement with SPG effective February 21,2001, Resolution No.: 7-01-1738. 2.39 "Sales Tax" means all Florida state, county, and/or municipal sales, use, or similar taxes, and all local option surtaxes assessed upon or in relation to Rent due and payable to Landlord by Tenant hereunder. - 5 - 35 2.40 "Settlement Agreement" means the agreement bet\:veen the City and Mark Richman Properties that establishes the tenns and conditions for the disposition of Mark Richman Properties, Inc. v. City of South Miami, Case No. 03-07058-CA-24 (Fla. 11 th Cir. Ct. 2003) and which is incorporated into this Agreement under Exhibit "H". 2.41 "SPG" means SPG Phase One, Ltd. A Florida limited partnership. 2.42 "Subtenanf' means a person or firm who leases space in the Premises or leases one or more parking spaces from Tenant. 2.43 ~'~.Jj('~essor Tenant" means a person to whom Tenanfs interest in the Lease is transferred as more particularly described in Section 22.1. 2.44 "Transfer" shall mean the transfer by Tenant of Tenant's leasehold interest or the transfer of any prop erty right or obligations specifically reserved to the Tenant under the Lease, including but not limited to the right to enter into sublease agreements, collect rents, profits, benefits, condemnation awards, insurance proceeds and moneys and security under the Lease. 2.45 "Taking" means the acquisition of all or a portion of the Premises by any federal, state, county or municipal sovereign or their proper delegates, by condemnation proceeding by the power of eminent domain. 2.46 "Tenant" means MRP and any successor thereto as a result of merger, consolidation, or other reorganization provided that one of the current principals of MRP maintain controlling interest in the new entity; and any successor created as the result of the death of one of the principals. 2.47 "Unavoidable Delay" means delays due to strikes, Act of God, floods, fires any act, negligence or failure to perfonn of the Landlord, or any employee or agent of Landlord, unusual delay in obtaining labor or materials, inability to obtain, in accordance with this Lease, zoning, special exceptions, variances, site plan approval, building and other permits, certificates of occupancy or other approvals, governmental restrictions, enemy action, terrorism, civil commotion, casualty, sabotage, restraint by court or public authority, moratoriums, the deVelopment of the Project being defined to be a development of regional impact. 3. Lease of Premises and Parking Structure ("Tenancy"). 3.1 Lease of Tenancy. Subject to the terms, conditions, covenants, and other provisions provjded hereinafter, Landlord does hereby lease, let, and demise unto Tenant and Tenant does hereby lease, hire, and take from Landlord the Tenancy to have, hold, and use for the entire Lease Term. - 6 - 36 4. Tenn. 4.1 Original Term. The original Lease Tenn shall be fifty years starting on the Lease Commencement Date (or, if the Lease Commencement Date is not the fust day of the month, the first day of the calendar month following the Lease Commencement Date) unless modified, extended, or sooner tenninated as provided hereinafter. 5. Rent Receipts and Debt Service. 5.1. Parkirig Structure Base Rent. Conunencing with the first Lease Year and for each LeaR~ Ye.8,.r .thereafter during the Lease Tenn, Tenant shall pay Landlord a monthly payment of $6,333 .00. 5.2 Parking Structure Sharing of Receipts. Tenant shall pay Landlord on an annualized basis, twelve and one-half percent (12.5%) of all gross parking receipts in excess of $150,000 realized each year. . . 5.3 Debt Service. Tenant shall pay the debt service on the loans for the Proj ect costs described in 9 .1.2 (c) below. 5.4 City Retail Space Rent. City retail space rent shall be one (1) dollar per year until the completion of debt service. Commencing on the first day of the month immediately following the month in which the Tenant makes the final debt service payment, Tenant shall pay Landlord, on an annualized basis, eighteen percent (18%) of the Gross Receivables realized on the city owned retail space. 6. Payment. 6.1 Payment of Rents and Notes. Tenant shall pay the Landlord Base Rent as follows: (1) $6,333.00 shall be paid on a monthly basis; and (ii) the payments due under the MRP Notes for payment by Landlord under the Borrowings shall be tendered, no later than five (5) days before the due date. 6.2 Delivery of Payments. Payments shall be by check made payable to "City of South Miami" and, unless instructed otherwise in writing by Landlord, delivered to: City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Attn: City Manager 6.3 Delinquency. The Base Rent is delinquent if not received by Landlord by the fifth (5th ) day of each month. The payment for the Borrowings is delinquent ifnot received by Landlord five (5) days before the respective due date for loan - 7 - 37 repayment for the Borrowings. Landlord may assess Tenant a charge of 18% per annum on a pro rated basis until such amount is paid in full. If either payment ~emains delinquent for thirty (30) days after the date which such payment is otherwise due, Landlord shall provide written notice to Tenant, if the payment is not received within ten days after Tenant's receipt of this notice, an Event of Default shall have occurred, and Landlord may proceed to exercise all of its rights. 7. Title: Delivery of Possession; Easements. 7.1 Covenants of Title by Landlord. Landlord represents and warrants that, as of the day ()f e.xBcnti('l.n of this Agreement and as of the Effective Date, Landlord is the owner of the Land and that the Land is free from all liens, encumbrances, restrictions, covenants, and defects in title other than those set forth in Exhibit "C" wru.ch is attached hereto and made a part hereof. Landlord further represents that there are no restlictions, which will delay, interfere with, or prohibit Landlord entering into this Lease and the construction of the Project as provided herein. 7.2. Covenants of Title by MRP. MRP represents and warrants that, as of the date of execution of this agreement and as of the Effective Date, lvlRP is the owner of the MRP Land and that the MRP Land is free from all liens, encumbrances, restrictions, covenants, and defects in title other than those set forth in Exhibit "F" which is attached hereto and made ,a part hereof. 8. Zoning. Development of Land and Pre-Construction Activity . • /t 8.1 Development Rights. Landlord hereby approves the Development Rights of the Land (and accordingly the construction of all improvements required in connection with such development) to the densities and uses described in subparagraph 8.1.1 and 8.1.2 below: 8.1.1 Parking Structure. A five level building containing approximately 380 parking spaces to be built on the Land and in the Airspace. 8.1.2 Premises. Approximately 15,900 square feet of ground floor retail space. 8.1.3 Replacement MRP Building. A one-story building with approximately 8,600 square feet of retail space to be built on the MRP Land. 8.2 Plans and Schedules. Tenant shall diligently pursue the preparation of . plans, drawings, and specifi~ations (collectively, "Plans") necessary for the construction of the Project. Landlord shall fully cooperate to facilitate the preparation of the Plans and submittal thereof to obtain the Permits to allow the construction of the Project to begin in accordance with the Project schedule. - 8 -38 8.3 Cost. Tenant shall be responsible for the construction of the Project ("the Cost") within the building footprint and profile for an amount not to exceed $ 7.5 million dollars. 8A Confonn with AlA and BOMA Method. The Landlord shall have the right but not the obligation to overs~e the construction of the project to ensure that it is being constructed in accordance with The Florida Building Code as applicable in Miami- Dade County as well as retaining all rights it has a city regarding construction within City boundaries. Design development and schematic drawings shall confonn with the scope of work for such drawings as established by the standards of the American Institute of .• Ar.c<hit(':cto;; and all area computations shall be made in accordance with the BOMA Method. 8.5 . Designation of Representatives. Landlord and Tenant each agree to designate, in Writing, a. person or persons who shall have the power, authority and right, on behalf of each Party; hereunder, to: 8.5.~ Appro ve Documents. Review and approve all documents, plans, applications, and requests. 8.5.2 Consent to Actions. Consent to all actions, events, and undertakings for .which consent is required; and 8.5.3 Make Appointments. Make all appointments of persons, appraisers, arbitrators or other individuals or entities required to be appointed or designatedlby the Parties in this Lease. 8.5.4 Change of Representative. Either may change such designee at any time upon prior written notice. At this time Landlord designates the City Manager and Tenant designates Mark Richman. 9. Construction of Project. 9.1 Design Devel opment 9.1.1. Proiect Design. Landlord and Tenant will work cooperatively to complete the design for the Parking Structure. The parties agree to retain . Arquitectonica to complete the project design work. 9.1.2. Project Costs. The Project Costs are those costs and categories of costs on Schedule of Project Costs attached hereto and made a part hereof as Exhibit "G" ("Schedule"): (a) The Landlord will pay $1,000,000.00 of the Project Costs; -9- . 39 (b) Tenant will pay those Project Costs identified on the Schedule as Retail Tenant Improvements; (c) The remaining Project Costs shall be allocated to the Replacement MRP Building, the Premises and the Parking Structure based on the gross area occupied by each of them. These Project Costs shall be paid by the Tenant according to the tenns of the MRP Notes; and (d) Tenant shall be responsible for actual fees associated with obtaining Additional Funds. 9.2 Perfonnance. After Commencement of Construction, the Tenant shall diligently pursue the construction of the Project in accordance with 'the Project schedule, which will be attached and incorporated as Exhibit "G". , 9.3 Performance and Pavment Bond. Prior to connnencement of construction, Tenant shall deliver to City an acceptable, Performance and Payment Bond issued in form and by such surety as approved by the City, for the full cost of all of the services and construction required by the Plans. 9.4 Payment of Contractors and Suppliers. Tenant shall make, or cause to be made, prompt payment of all monies due and legally owing to all persons doing any work or furnishing any material, fuel, machinery or supplies to Tenant or any of their contractors or sub-contractors in connection with the construction of the Project after Tenant's draws are funded as described in paragraph 10.1, herein. Tenant shall require lien waivers from contractors and sub-contractors in order to comply with the construction lien laws of the State of Florida and as required to obtain and deliver title insurance endorsement( s) insuring over such claims. 9.5 Completion of Construction. "Completion of Construction" means the earlier of the date upon which the Parking Structure and shell of Replacement MRP Building and shell of Premises is issued a certificate of occupancy or the date upon which the Parking Structure is issued a temporary certificate of occupancy. ("Completion of Construction") 9.6 Project Amenities. The Parties agree to expend not less than one and one-half percent (1.5%) of the cumulative hard construction costs in connection with the construction of the Project for acquisition or construction of amenities for the public areas of the Project. The tenn "amenities" as utilized in the preceding sentence shall include, but not be limited to, landscaping, plazas, awnings, decorative features, fountains, tile, arcades, courtyards, terraces, walkways, roof gardens, passive and active recreational areas, murals, special graphic presentations, entertainment areas, gazebos, arcades, water features and facilities, and works of art. -10- 40 9.7 Holiday Season Construction. Tenant will use)tS best efforts to minimize construction related impacts on the surrounding community during the holiday season from November 1 through January 2. 10. Project Financing. 10.1 Borrowings. The Landlord will make available pursuant to an agreed draw-down schedule, the funds already borrowed and the funds already authorized for the Project and use 'reasonable best efforts to borrow the Additional Funds required to develop the Project from the Florida League of Cities and its underwriters ("collectively r;eferre-.d to as the .B(lJTm~iijgs"). By entering into this Agreement, Tenant agrees to pay the principal, of, and interest on, all loans that comprise the Borrowings, except the $1,000,000.00 which is the obligation of the Landlord, and this obligation of Tenant shall be evidenced by ~e MRP Notes duly executed and delivered to the Landlord substantially in the fonn ot E'xhibit '.~I)". 1 0.2 ' Initial Funding. The Landlord has funded certain initial Project Costs totaling $337,} 16}7 and identified on the Schedule. 11. Tax Treatment. 11.,1. Tax Abatement. During the lease term, the Landlord agrees to abate its share of ad valorem taxes assessed against the Project, excluding the Replacement MRP Building. 12. II Events of Default by Tenant. The following events are hereby defined as "Events of Default" by Tenant: 12.1 Failure to Pay. Failure of Tenant to pay any Rent, debt service on the Borrowings, or any other payments of money as herein provided or required when due shall constitute a monetary default of Tenant hereunder. In the event that any Rent, debt service on the Borrowings, or other payment of money is not paid to Landlord within ten (10) days of the date the same becomes due . and payable, Landlord shall give Tenant written notice and a 10-day period from receipt of such notice to pay same. If Tenant fails to pay the amount due to Landlord, together with all interest due thereon within such 10 day period, then Landlord will be entitled to proceed to exercise any and all remedies provided herein for an Event of Default including but not limited to termination of this Agreement and institution of foreclosure proceedings against the Replacement MRP Building and MRP Land as set forth in subparagraph 12.3 below. Tenant covenants and agrees to pay' to Landlord interest on the amount thereof from the date such payment or installment became due and payabk to the date of payment thereof, at the Default Rate. Until Landlord has provided Tenant with written notice pursuant to this subparagraph 12.1 and the time period for cure set forth in this Lease has elapsed without such cure having been effected, the failure of Tenan~ to perform or comply with the monetary covenants of this Lease shall not be deemed an Event of Default. -11 - 41 12.2 Failure to Pelfonn. Failure of Tenant to perform in accordance with or to comply with any of the covenants, conditions and agreements which are to be performed or complied with by Tenant in this Lease other than those requiring payment of money as provided in subparagraph 12.1 above, and the continuance of such failure for a period of 30 days after notice thereof in writing from L~dlord to Tenant (which notice shall specify the respects in which Landlord contends that Tenant has failed to perform any such covenants, conditions and agreements), shall constitute an Event of Default; provided, however, if such default cannot with reasonable diligence be cured within 30 days and Tenant within such 3D-day period shall have commenced and thereafter shall have continued diligt'ntJ}l to prosecute all actions necessary to cure such default, then Tenant shall have such additional time as Tenant requires while and so long as Tenant continues to diligently prosecute all reasonable actions necessary to cure such default, provided further that if such defaul t shall be due to Tenant's abandonment oftlie Premises . after the Commencement of Construction, then and in such event the additional time within which to cure such abandorunent shall not exceed 30 days. Until Landlord has provided Tenant with written notice pursuant to this subparagraph 12.2 and the time periods for cure set forth in this Lease have elapsed without such cure having been effected, the failure of Tenant to perform or comply with the non-monetary covenants, conditions and agreements of this Lease shall not be deemed an Event of Default. 12.3 Remedies for Default by Tenant. If any of the Events of Default by Tenant shall occur, Landlord may, at its option, institute such proceedings as are reasonably necessary to cure such defaults or to compensate Landlord for damages resulting from such defaults, including but not limited to, the right to give to Tenant a notice of termination of this Lease. If such notice is given the term of this Lease shall terminate, upon the date specified in such notice from Landlord to Tenant, as fully and completely as if that date were the date herein originally fixed for the expiration of the term of this Lease, and on the date so specified, Tenant shall then quit and peaceably surrender to Landlord the Premises. Upon the teITIllnatioll of this Lease, as provided in this subparagraph 12.3 all rights and interest of Tenant in and to the Premises hereunder shall cease and terminate and Landlord may, in addition exercise its right against the MRP Land and the Mark Richman guarantee, retain all sums paid to it by Tenant under this Lease and/or exercise any and all rights and remedies, whether in law or in equity, that Landlord has against Tenant. 12.4 Events of Default by Landlord. The following events are hereby defined as "Events of Default" by Landlord: 12.4.1 Failure . to Perform. Failure of Landlord to perform in accordance with or to comply with any of the other covenants, conditions and agreements which are to be performed or complied with by Landlord in this Lease, and the continuance of such failure for a period of 30 days after notice thereof in writing from Tenant to Landlord (which notice shall specify the respects in which Tenant contends that Landlord has failed to perform any such covenants , conditions and agreements), shall -12 - 42 constitute an Event of Default; provided, however, if such default cannot with reasonable diligence be cured within 30 days and Landlord within said 30 day period shall have commenced and thereafter ~hall have continued diligently to prosecute all actions necessary to cure such default then Landlord shall have such additional time as Landlord requires while 'and so long as Landlord continues to diligently prosecute all reasonable actions necessary to cure such default. Until Tenant has provided Landlord with written notice pursuant to this subparagraph 12.4.1 and the time periods for cure set forth in this Lease have elapsed without such cure having been effected, the failure of Landlord to " ~ perform or c0!Dply with the covenants l conditions and agreements of this Lease shall not be deeme~ an Event of Default. .12.5 Remedies for D efault by Landlord. If any of the Events of Default by Landlord shall occur, Tenant may, at its option, institute such proceedings as are reasonably necess~ ~o cure such defaults or to compensate Tenant for damages resulting from such defaults. . 12.6 No Remedy Exclus ive. No remedy conferred upon or reserved to any party hereto, or exis~ing at law or in equity, shall be exclusive of any other available remedy or remedies, hut each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall irnp&ir any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time as often as may be deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this Agreement, or existing in law or in equity, it shall not be necessary to give notice, other than ~uch notice as maybe herein expressly required. 13. Condemnation. 13.l Taking of Entire Premises. If at any time during the term of this Lease the power of eminent domain shall be exercised by any federal, state, county or municipal sovereign or their proper delegates, by condemnation proceeding (a "Taking") to acquire the entire Parking Structure, such Taking shall be deemed to have caused this Lease to tenninate and expire on the date of such Taking. Tenant shall have the right to recover from the award for a Taking, as hereinafter provided, an amount equal to the fair market value of the improvements comprising the Premises and for the value of the Lease. Tenant shall first apply any amounts received against its share of the MRP Note. In no event shall Tenant be entitled to compensation for any ownership interest in the Land. For the purpose of this Paragraph 13, the date of Taking shall be deemed to be either the date on which actual possession of the Parking Structure or a portion thereof, as the case may be, is acquired by any lawful power or authority or the date on which title vests therein, whichever is earlier. All Rents and other payments required to be paid by Tenant under this Lease shall be paid and Tenant' shall keep, observe and perform all the terms of this Lease up to the date of such Taking. -13 - 43 13.2 Payment of Fees and Costs. All fees and costs incurred in connection with any condemnation proceeding described in this Paragraph 13 shall be paid in accordance with the law governing same, as determined by the court or by arbitration, if appropriate. 14. Use and Care. 14.1 Use. Tenant shall use the Premises for retail use and the Parking Structure for parking use. Tenant shall not use or permit the use of the Premises for any purpose except as permitted herein unless Landlord gives its advance written consent. Tenant shall be pel1l.1:i11ed to use the sidewalks adjacent to the Premises and the Parking Stnicture or any other area outside the Project for outdoor seating or dining uses or the solicitation of business to the extent permitted by applicable municipal, county, state or federal codes and regulations provided that the appropriate pennit applications and fees are submitted. 14.2 Operating Standards. Tenant shall (i) maintain the Premises in a clean, orderly and sanitary condition; (ii) not permit undue accumulation of garbage, trash, rubbish or other refuse; (iii) keep such refuse in proper containers until nonnal pickup in accordance with section 14.6; and (iv) maintain and repair the premises and make all necessary repairs thereto. 14.3 Use Restrictions. Tenant shall not commit waste, perform acts or carry on any practices which are or may be a nuisance or injurious to other tenants or visitors of the Project. 14.4 Applicable Law. At all times, Tenant and Landlord shall fully and promptly comply with all laws, local ordinances, orders and regulations of any lawful authority having jurisdiction over the Premises and Parking Structure, respectively, including without limitation, those relating to the environment, cleanliness, safety, occupation, and use of the Premises and Parking Structure. Notwithstanding the preceding sentence, Tenant shaH not be obligated to perform, or be responsible for the cost of, any alterations or modifications of the Parking Structure necessary for it to comply with any future local, state, and/or federal laws. 14.5 Environmental. Tenant and Landlord shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises or Parking Structure, respectively, by Tenant and Landlord, their agents, employees, contractors or invitees, other than such Hazardous Materials as may be necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Parking Structure. As used in this Lease, the tenn "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local goverrunental authority, the State of Florida, or the United States. -14- 44 14.6 Waste Disposal. Solid waste generated by the Tenant or found throughout the Premises shall be transported to trash chutes; dumpsters, or recycling bins. The Tenant shall securely close all dumpsters after use so as to minimize openings that allow access by rodents. 14.6.1.1 The Tenant shall remove all combustible rags and/or waste from the immediate work site at the end of each work shift. Work areas shall be left neat and orderly and shall not present a hazard. 14.6.1.2 The Tenant shall not use any drain, pipe, or plumbing fixture for the disposal of any waste materials unless it complies with applicable laws. 14.6.1 J The Tenant shall be responsible for the proper removal and disposition of all sUlplus oil or hazardous materials (e.g., paints, lubricants, cleaning products) brought onto the Premises. 15. Repair and Maintenance. . 15.1 Landlord's Responsibility. During the Lease Term, Landlord shall have no responsibility to maintain the Premises. 15.2 Tenant's Responsibilities. During the Lease Term, Tenant shall repair and maintain the Premises with the exception of structural repairs. 16. Loss of Property. Landlord shall not be liable for any loss of any property ofTenant'~ from the Premises or for any damages to any property of Tenant, unless due to the willful misconduct or gross negligence of Landlord or any of its employees, agents, or contractors. 17. Renov ation. 17.1 Tenant's Rights. Tenant shall have the right at its discretion to remodel or modify the interior of the Premises and, with Landlord's prior written approval not unreasonably withheld, at any time and from time to time during the term of this Lease or any renewal thereof, at its sole cost and expense, to modify and remodel the exterior of the Premises. 18. Access to Premises. Landlord, its agents and representatives shall have reasonable access to the Premises during sub-tenant operating hours. 19. Operation and Management ofImprovements. 19.1 Non-Interference. Landlord and Tenant hereby mutually agree not to interfere with the free flow of pedestrian or vehicular traffic to and from the Parking Structure, the Premises, the Replacement MRP Building and the surrounding area. -15 - 45 19.2 . Indemnification. Tenant and Landlord hereby agree to indemnify and hold each other harmless from and against any liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attomeis fees, to the extent that such charges are not paid out of any policies of insurance, which may be imposed upon, incurred by, or asserted against the indemnified party by reason of any act, omission or negligence on the part of the indemnifying party or its agents, contractors, servants, employees, licensees, invitees, partners, joint venturers or third parties, arising out ·of or qccuning on the Project during the term of this Lease. This subparagraph 19.2 shall not apply to any loss, damages or charges caused by the indemnified party, its employees or agents. This subparagraph 19.2 shall survive the tennination of the Lease. 19.3 Operation of Parking Structure. 19.3.1 The Parking Structure, with the exception of the fifth level, shall be exclusively used for public parking and will be available to the general public (during the hours of operation) subject to the Landlord's right to designate special usage from time to time and the tenus of this agreement. 19.3.2 The Parking Structure will be operated in a manner consistent with that of privately managed municipal garages. Accordingly, Tenant will staff the operation with good, experienced, professional management. 19.3 .3 The Parking Structure shall be open for parking as directed by owner. The hours of operation are attached and incorporated under Schedule 1. 19.3.4 The Parking Structure will be maintained in a neat and clean condition and will comply with all city, state and federal laws, rules or regulations. 19.3.5 The Landlord shall establish the parking meter rates and the minimum flat parking rates. The minimum rates for flat rate parking are attached under Schedule II. Tenant may increase the minimum flat parking rates by as much as fifty percent (50%) in any calendar year without Landlord 's approval. Any proposed increase to the flat rate parking that exceeds fifty percent (50%) of the existing rate shall require Landlord's approval, which shall not be unreasonably denied. Under no circumstances shall Tenant change the minimum parking meter rates or decrease the minimum flat parking rates established by the city. Tenant may, however, convert from flat rate parking to hourly parking during those times authorized by the city for flat rate parking provided the hourly rate is not less than the city's parking meter rates. 19.3.6 Tenant shall supervise the proper and efficient parking in the Parking Structure of the cars of the general public, collect parking fees and prepare and maintain accurate reports and records concerning the parking operations. -16- 46 19.3.7 Tenant shall supervise and control oversight of the Parking Structure and equipment; establish controls to minimize vandalism, theft, arson, damage to parked cars and to the Parking Structure, an equipment; maintain the Parking Structure as required to prevent accumulation of debris, dust, oil, dirt and slicks. 19.3.8 Tenant shall comply with all applicable city, county, state and federal laws and ,regulations and obtain all necessary licenses, bonds and permits for the operation' of the Parking Structure. 19.3.9 Tenant shall ensure that the Parking Structure operations include automated colleCtion procedures to ensure accurate reporting of gross parking revenues. ,1,9.3.10 Tenant shall have the right to operate the Parking Structure on a '«flat rate~" from 5 PM until 2 AM provided acceptable procedures and safeguards are in place' to, ensure that the city can verify parking revenues collected. At 2 AM the city will cause the parking meter boxes to be caged and at 6 Am the city will cause the parking meter ~oxes to be uncaged. 19.3.11 The use of the fifth level of Parking Structure shall be detenmned by Tenant in its sole discretion provided that the proposed use is consistent with the terms al1d use~ contemplated by this Agreement. 19.4 Recor ds and Reporting. /l 19.4.1 Books and Records. Tenant shall at all times maintain at its registered office proper Books and Records. 19.4.2 Reporting. Unless otherwise agreed in writing by Landlord, Tenant shall prepare and provide to Landlord: (a) within 21 days following the end of each fiscal quarter, Tenant's quarterly un-audited balance sheet and profit and loss statement; and (b) within 120 days of each fiscal year, Tenant's annual reviewed fmancial statements. 19.4.3 Compliance with GAAP. Tenant shall maintain a system of accoWlting and reporting established and administered in accordance with GAAP. 19.4.4 Right o f Inspection. Tenant shall permit Landlord and its authorized representatives to and, at, the expense of the inspecting party, take copies of the Books and Records and, for such purpose, to have access during nonnal business hours to the premises where such Books and Records are located. -17 - 47 19.4.5 Tenant's Financial Statements. Within 120 days following the end of each fiscal year, Tenant shall deliver to Landlord the annual reviewed financial statement of Tenant. 19.5 Security and Enforcement of Parking Violations .. The Landlord, acting in its capacity as the City of South Miami, will be responsible for security comparable to the "ShOps of Sunset" and reserve the right to enforce; administer and collect tickets for all parking violations within the Parking Structure. Ticket revenues shall not be considered part of the gross parking receipts. Ticket revenues collected shall belong to the city. 20. Valet Parking. 20.1 Tenant shall apply for and obtain a standard valet parking authorization from the city. 20.2 Tenant shall be authorized to operate up to two valet parking zones to facilitate the unloading of passengers and two canyout pick~up zones during the evening hours from 4 pm to 2 am. 20.3 The two valet parking zones shall be located immediately in front of the restaurant establishments. 20.4 Tenant shall operate the valet parking zone in such a manner as to provide ample opportunities for its use in loading and unloading passengers by motorists who do not wish to utilize the valet parking service. 20.5 Tenant shall set the valet parking rates. 20.6 Valet parking revenues shall be considered part of the gross parking revenues generated by the Parking Structure. 21. Surrender of the Premises. Upon termination of this Lease, Tenant shall remove its personal property and surrender possession of the Premises in its "as is" condition. Tenant sha11 have no responsibility for making any extraordinary repairs or replacements, or establishing any reserves therefore, nor shall Tenant be required to make any representations or warranties concerning the condition of the Premises upon surrender. Tenant, however, does have the obligation to maintain the Premises in such a way as is commercially reasonable. 22. Sale of Leasehold. Subletting, Landlord's Assignment. 22.1 Right to Transfer Leasehold. During the term of this Lease, Tenant may sell, assign, or otherwise transfer this Lease to such other persons, fims , corporations, partnerships unincorporated associations, joint ventures, estates, trusts, any -18 - 48 federal state or municipal government, bureau, department or agency thereof or other entity (Successor Tenants) as Tenant shall select provided that said conveyance of the Tenant's leasehold interest receives the approval of the City Commission as required under the South Miami City Charter. 22.1 J Right of First Refusal. Upon Tenant's exercise of its right to transfer_the Lease to.a third party as provided in ParagraRh 22.1 Tenant shall provide written notice' of the terms and conditions of the proposed assignment of the Lease as well as · the tenns and conditions for any proposed sale of the MRPLand, if the MRP Landis being sold in 'conjunction with the transfer of the Lease ("Sale Notice"). Landlord shall ·,have. ,thirty busine~_~ ,c:J~~{<t in whir), to ne:1ive.r '71,lri-tte.n ,notice' ("Acceptance Notice") to Tenant of Lal)dlord's intent to purchase the Tenant's interest in the Lease and the Land on the same terms and conditions as referenced in the Sale Notice. If the Landlord delivers the Acceptance N~tic~ to Tenant on a timely basis, Tenant shall convey its interest in the Lease and the Land toTenant for the price and on the tenns contained in the Sale Notice. Unless the Sale Notice. provides otherwise, the closing for Landlord's purchase of Tenant's interest in the Lease and Land shall be within 120 days of Tenant' s receipt of the Acceptance Notice. lft~e Landlord fails to deliver the Acceptance Notice to Tenant on a tiinely basis, Tenant shall be at liberty to sell and convey the Lease and Land as provided in the Sale Notice. In the event Landlord exercises its right to purchase the Leasehold and the Land as provided in this Subparagraph 22J.l Tenant's interest in this Lease shaH be terminated as of the closing date of Landlord's purchase and the parties shall have no further liabilities or obligations to each other hereunder. 22.1.2 'Transfer Fee. Upon Tenant's transfer of its leasehold interest in the Prdject as provided in subparagraph 22.1 above, Tenant shall pay Landlord a transfer fee (the "Transfer Fee') If the net profits equal or are less than $1,400,000, the Transfer Fee shall equal 18% of the net profits realized from the transfer of the leasehold. If the net profit from the transfer of the leasehold by Tenant exceeds $1,400,000 the Transfer Fee shall be $252,000 plus 20% of the amount by which the net profit exceeds $1,400,000. The net profits from the transfer of the leasehold by Tenant shall be determined under Generally Accepted Accounting Principles (GAAP). 22.1.3 Rights to Sublease. Tenant shall have the right to sublease all or any portion of the Tenancy without any approval of or consent from Landlord provided Tenant remains responsible for complying with the Lease. Landlord shall execute Subordination, Non-Disturbance and Attornment agreements acceptable to all parties' counsels with Tenant and Tenant's sub-ten~ts. Tenant shall have the right to enter into sub-tenant leases for the Premise, whose term exceeds the tenn of the herein Lease, with the prior written permission of Landlord. 22.2 Landlord Assigmnent. If the interest of Landlord under this Lease is transferred voluntarily to a purchaser or other party ("Transferee"), Tenant shall be bound . to such Transferee for the balance of the Lease Term remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions -19 - 49 hereof, with the same force and effect as if the Transferee were the Landlord under this Lease, and Tenant does hereby agree to attorn to the Transferee, as its Landlord, such attornment to be effective and self-operative without the execution of any further instruments upon the Transferee succeeding to the interest of the Landlord under this Lease. The respective rights and obligations of Tenant and the Transferee upon such attornment to the extent of the then .remaining balance of the Lease Term and any such extensions and renewals shall be and ar,e the same as those set forth herein. In the event of such transfer 'of Landlord's interest, Landlord shall be released and relieved from all ',¥ liability and responsibility thereafter accruing but shall remain liable for all its obligations to Tenant prior to the date of such transfer. Prior to the execution of a contract to transfer .it.~,i.nte,r,est under this Lease, Landlord shall first offer Tenant the opportunity to purchase Landlord's interest under the same terms and conditions. 22.3, Compliance with City Charter. For so long as the City of South Miami shall 'be the L.a:p.dlord under this Lease , any sale or assignment of Tenant's leasehold interest hereUnder, with respect to the Premises shall be in compliance with the Charter and the parties shall cause all appropriate notices to be filed with the office of the City Manager of SO'Jth ~iami In the case of a conflict between the provisions of this subparagraph 22.3 and the balance of Paragraph 22, the provisions of this subparagraph 22.3 shall control. 23. Insurance. 23.1 Acquisition of Insurance Policies. Tenant and Landlord shall, at their respective sole cost and expense, procure and maintain, or cause to be procured and maintained! during the enti.re Lease Term the insurance described in this Paragraph 23 (or its then available equivalent), which insurance shall be subject to Landlord's review and approval (which approval shall not be unreasonably withheld or delayed) and shall name Landlord as an additional insured. Policy limits shall be reviewed annually by Landlord and Tenant and may be adjusted if prudent, considering levels of inflation, risk of loss, premium expenses, and other relevant factors. 23.2 Types ofReguired Insurance. Landlord and Tenant shall procure and maintain the following: 23.2.1 Commercial General Liability Insurance. After Completion of Construction, commercial general liability insurance covering all claims with respect to injuries or damages to persons or property sustained in, on or about the Parking Structure, the Premises and the appurtenances thereto, including the sidewalks and alleyways adjacent thereto> which shall contain a "contractual liability" and a cross-liability clause, with limits of liability (which limits shall be adjusted as provided in Subparagraph 23.1 above) no less than the following: Commercial General Liability -20- 50 (i) Two Million Dollars ($2,000,000) per 'claim five million dollars ($5,000,000.00) aggregate. 23.2.2 Physical Property Da mag e Insuranc e . After Completion of Construction, physical damage insurance covering all real and personal property, excluding property paid for by Subtenants or paid for by Tenant for which Subtenants have reimbursed Teriant, located on or in, or constituting a part of, the Parking Structure and the Premises in an amount equal to at least one hundred percent (100%) of the new replacement cost of all such property (or such lesser amount as Landlord may approve in writing). Such insurance shall (a) be provided on an all risk or special fonn property , coverage as may be customary for like properties in the vicinity of the Project from time to time during the term of this Lease and (b) cover explosion of steam and pressure boilers and similar apparatus located in the Parking Structure and Premises, subject in each case to deductibles approved by any Leasehold Mortgagees of the Parking Structure and Premises. Tenant and Landlord shall not be required to maintain insurance for either earthquake or war risks; provided, however, if such coverage is obtained, then, for as long as such insurance is maintained Tenant and Landlord shall be entitled to the benefits of the first sentence of subparagraph 23.3 hereof. 23.2.3 Bu siness Int erruption . After construction of the Project, business interruption insurance in an amount not less than twelve months of revenue for the Premises. 23.2.4 Builder's Risk Insurance. During construction of the Project, contingent liability and builder's risk insurance upon the entire work on the Parking structure to the current one hundred percent (100%) replacement value thereof against "all risks" of physical loss or damage to the property insured. Such insurance shall be provided by Tenant or Tenant's general contractor and name the city as an additional insured. 23.3 Terms of Insurance. The policies required under subparagraph 23.1 shall name Landlord and Tenant as additional insured and Tenant shall provide Landlord certificates of insurance and copies of policies obtained hereunder promptly upon the request of each as and when received. 23.4 Landlord 's Ac qu is ition of Ins urance. If Tenant at any time during the Lease Tenn fails to procure or maintain insurance required hereunder or to pay the premiums therefore, Landlord shall have the right to procure the same and to pay any and all premiums thereon, and any amounts paid by Landlord in connection with the acquisition of insurance shall be immediately due and payable as Additional Rent, and Tenant shall pay to Landlord upon demand the full amount so paid and expended by Landlord. Any policies of insurance obtained by Landlord covering physical damage to the Premises shall contain a waiver of subrogation against Tenant if and to the extent such waiver is obtainable and if Tenant pays to Landlord on demand the additional costs, if any, incurred in obtaining such waiver. -21 - 51 23.5 Insurance Money and Other Funds Held in Trust. All insurance money received by Tenant for the Premises shall be held in trust and shall be applied for the purpose of defraying the cost of repairing, restoring, replacing, or rebuilding the Premise. Any excess funds held in Trust will be disbursed to Tenant and will not be used to prepay the MRP Notes without Tenant's consent. 23.6 Waiver of Subrogation. Landlord and Tenant hereby release each other from any and all liability or responsibility (to the other or anyone claiming through or under the other by way of subrogation or otherwise) for any loss or damage to rea] or personal property on the Parking Structure and Premises caused by fire or any other insured peril, even if sv.ch fire or other casualty shall have been caused by the fault or negligence of the other party or anyone for whom such parry may be responsible. Landlord and Tenant sh~lI each procure insurance policies with such a waiver of subrogation and with a clause or endorsement to the effect that any such release shall not adversely affect or impair said policies or prejudice the right of the releasor to recover thereunder; provided, however, if policies with such a clause or endorsement shall not be obtainable or shall be obtainable only at a premium over that chargeable without such waiver, the party seeking such policy shall notify the other thereof, and the latter shall have ten (10) days thereafter either (a) to procure such insurance in companies reasonably satisfactory to the other party or (b) to agree to pay such additional premium. If neither (a) nor (b) is done, tlllS Paragraph shall have no effect during such time as such policies shall not be obtainable or the party in whose favor a waiver of subrogation is desired shall refuse to pay the additional premium. If such policies shall at any time be unobtainable, but shall be'subsequently obtainable , neither party shall be subsequently liable for a faiJure , to obtain such insurance until a reasonable time after notification thereof by the other party. 24. Relation of the Parties. The execution of this Lease or the performance of any act pursuant to the provisions thereof shall not be deemed or construed to have the effect of creating between Landlord and Tenant the relationship of principal or agent, or of partnership or joint venture once the Project construction has been completed. 25. Acts of God: Unavoidable Delays. 25.1 Acts of God . Notwithstanding any other provision herein to the contrary, provided such cause is not due to the willful act or neglect of the party asserting its rights under this Paragraph. a party shall not be deemed in default with respect to the perfonnance of any of the tenns, covenants and conditions of this Lease if the same should be due to any Unavoidable Delay, as defined herein, including but not limited to hurricane, windstorm, tornado, lightning, flood, strike, lock-out, civil conunotion, war-like operation, terrorism invasion, rebellion, hostilities , military or usurped power, sabotage, governmental regulations or controls, inability to obtain any materials service ot financing , through act of God or other cause beyond the control of such party. -22- 52 26. Landlord's Covenant of Quiet Enioyment. If Tenant observes and perfonns all the covenants, tenns and conditions hereof, Tenant and Subtenants shall peaceably and quietly hold and enjoy the Premises for the Lease Tenn without interruption by Landlord or any person or persons claiming by, through or under Landlord, subject to the terms and conditions of this Lease. 27. Brokerage. Landlord and Tenant represent and warrant that they have dealt with no broker; agent, or other person in connection with this transaction. Each party agrees ·to indemnify the other should a broker prevail on a claim for a brokerage commission earned due to the execution of this Lease and the construction of the Project. 28. Time of Essence. Time shall be of the essence with regard to the performance by Tenant and Landlord of all of their respective obligations hereunder. 29. Noti~es.· All notices, demands, consents, and reports provided hereunder shall be in writing and shall be given to the parties at the addresses set forth below or at such other address as any of the parties may hereafter specify by notice given in the same marmer: II As to Landlord: City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Attn: Maria V. Davis, City Manager With copy to: City Attorney for the City of South Miami Nagin Gallop Figueredo 3225 Aviation Avenue, Suite 301 Miami, Florida 3313 3 As to Tenant: Mark Richman Mark Richman Properties, Inc. 18500 N.E. Sth Avenue North Miami Beach, Florida 33160 -23- 53 With copy to: George McArdle 201 Alhambra Circle) Suite 702 Coral Gables, Florida 33134 With copy to: Charles Deutchman 28026 Gates Mills Boulevard Pepper J>ike-~, Ohio 44124-4730 Such notice or other communication, together with appropriate copies , may be mailed by United States registered or certified mail, return receipt requested, postage ' prepaid or delivered by hand or by telecopy. If the notice and copy are mailed, then such notice or other communication shall be deemed to have been received by the addressee on the date of actual receipt as evidenced by postal or other receipt. 30. Compliance with Laws and Ordinances. 30.1 Compliance. Throughout the tenn of this Lease, Tenant, at Tenant's sole cost and expense, and Landlord, at Landlord's sole cost and expense, shall promptly comply with all applicable laws, regulations and ordinances. 30.2 Contest by Tenant. Tenant shall have the right, after prior written notice to Landlord, to contest the validity or application of any tax, law or ordinance by appropriate legal proceedings diligently conducted in good faith, in the name of Tenant without cost or expense to Landlord. If counsel is required, the same shall be selected and paid by Tenant to the extent that Tenant's compliance shall require the cooperation and participation of Landlord, Landlord agrees to cooperate and participate. Landlord hereby agrees to execute and de1iver any appropriate papers, affidavits, forins or other such documents reasonably necessary for Tenant to contest the validity or application of any tax, law or ordinance and approved by counsel for Landlord, which approval shall not be unreasonably withheld or delayed. 31. Representations and Warranties. 3l.1 Laildlord's Representations. Landlord hereby-represents to Tenant that: 31.1.1 Free of Violations. The Land IS free and clear of any violations of laws, regulations and ordinances. 31.1.2 No Actions Affecting Use. There are no existing rules, regulations, citations, ordinances or orders of any municipal, county, state or other -24- 54 governmental agency which adversely affect the use of the Land in a manner inconsistent with this Lease and no such adverse effect or change is threatened, pending or imminent. 31.2 Landlord's Warranties. Landlord hereby warrants to Tenant that: 31.2.1 Authority to Bind. Landlord has full power and authority to enter into this Lease and perform in accordance with its terms and provisions; that the parties signing this Lease on behal f of Landlord have the authority to bind Landlord and to enter into this transaction and Landlord has taken all requisite action and steps to legally authorize it to execute, deliver and perfonn pursuant to this Lease. 31.2.2 Free of Tenancies . Landlord shall deliver possession of that part of the Land for the Premises to Tenant free and clear of any and all tenancies and occupancies, subject only to the rights reserved herein to Landlord. . 31.3 Tenant's Representations and Warranties. Tenant hereby represents and warrants to Landlord that: 31.3.1 Tenant's Representations. Tenant hereby represents to Landlord that: 31.3.1.1 Free of Violations. The MRP Land is free and clear of any violations of laws, regulations and ordinances. 31.3.1.2 No Actions Affecting Use. There are no existing rules, regulations, citations, ordinances or orders of any municipal, county, state or other governmental agency whlch adversely affect the use of the MRP Land in a manner inconsistent with this Lease and no such adverse effect or change is threatened, pending or imminent. 31.3.2 Authority to Bind. It has full power and authority to enter into this Lease and perform in accordance with its tenns and ptovisions; that the parties signing this Lease on behalf of Tenant have the authority to bind Tenant and to enter into this transaction and Tenant has taken all requisite action and steps to legally authorize it to execute, deliver and perfonn pursuant to this Lease. 32. Exculpation. Notwithstanding anything contained to the contrary or any other provision of this Lease, it is specifically agreed and understood that there shall be absolutely no personal liability on the part of Tenant's individual officers, directors, stockholders, partners (general and limited) or co-venturers of Tenant, or any assignee or successor-in-interest of Tenant with respect to any obligations, tenns, covenants and conditions of this Lease, and Landlord shall look solely to the equity of Tenant or any such assignee or successor-in-interest in the leasehold estate of Tenant under this Lease for the satisfaction of each and every remedy of Landlord in the event of any breach by Tenant or by any such assignee or successor-in-interest of any of the obligations, terms, covenants and conditions of this Lease to be performed by Tenant. -25- 55 33. Prior to Construction. In the event the Old MRP Building ,is demolished and the Pr6ject is not constructed, then Tenant shall retain the right to reconstruct a building having the same square footage , footprint and available parking spaces as the Old MRP Building. ' 34. Destruction After Construction. In the event the Project is constructed, thereafter destroyed and the Replacement :MR.P Building is not reconstructed, then the same rights as in paragraph 33 above shall apply and MRP shall have the right to re- construct a bwlding as set forth in paragraph 33 above. 35. General Provisions. ,35.1 . Severability. If any provision. of this Lease or the application thereof to any person 'or circumstances is held invalid, prohibited, or unenforceable for any reason, this Lease shall be ineffective only to such extent and the remaining provisions shall continue to be given full force and effect so far as possible. 35.2 No Waiver. The failure of a party to insist upon strict performance of any term., to claim any interest, or to exercise any power, right or option contained in this Lease, in anyone or more instances, shall not be construed to be or constitute in fact a waiver or relinql+ishment of that party's right to assert and enforce its rights regarding any such teon, interest, right, power, or option in any future instance. No waiver shall be deemed to have been granted hereunder unless in writing and signed by the party granting the waiver. ,I 35.3 Entire Agreement. This Lease" including the Declaration of Master Covenants, Easements & Restrictions for South Miami Parking Building and all Exhibits referenced herein and the entire agreement of the parties and is intended as a complete and exclusive statement of the teons thereof. Any . oral or written inducements, representations, warranties , agreements or other communications made prior to the execution of this Lease shall be void and ineffective for all purposes. 35.4 Successors and Assigns. This Lease shall be binding upon the successors, assigns, and representatives of the parties hereto. 35.5 Modification and Rescission. This Lease may be modified or rescinded only by a writing signed by the parties making specific reference hereto. For so long as the City of South Miami is the Landlord, apy modification or rescission of this Lease shall require the approval of the City of South Miami Commission. 35.6 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of Florida without regard to its conflicts or choice of law and venue for any proceeding hereunder shall be in the Circuit Court for and in Miami-Dade County, Florida. -26- 56 35.7 Interpretation. Unless the context of this Lease indicates a contrary intent, words in the singular shall include the plural and vice-versa, and words in the masculine gender shall include the feminine or neuter genders as appropriate. Paragraph headings are for convenience only and shall not in any way affect the interpretation of any provision of this Lease. 35.8 Radon Disclosure. furnished under Florida law: The following disclosure IS required to be "Radon i.!'.~ naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health center." 35.9 No Discrimination. Tenant will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual preference, age, ancestry, marital status, handicap, place of birth, or national origin. 35.10 Work Force: In an effort to enhance job opportunities for local citizens, Tenant agrees to give a preference to job applicants residing in South Miami. In order to maximize the pool of applicants from South Miami, the Applicant shall send notice to the Community Redevelopment Agency Director of the City of South Miami, or a substitute designee by the City Manager, regarding employment opportunities related to any (1) construction work on the Property, (2) temporary or permanent maintenance work on the Property, or (3) proposals for leasing of retail space or empioyment opportunities associated with retail space located on the Property._ In regard to recruitment and employment, the Tenant shall impose similar requirements in its sublease agreements with subtenants and shall use it's best efforts to hire job applicants from the City of South Miami, provided such candidates are qualified for the positions in question. 35.11 Attorneys ' Fees. If any action is brought to enforce this Lease, or to rescind the same, or to collect damages for an alleged breach hereof, or for a declaratory judgment hereunder, the prevailing party in such action or arbitration, whether Landlord or Tenant, shall be entitled to an allowance for reasonable attorneys' fees (whether at the pretrial, trial or appellate level), in addition to costs of suit or arbitration. Attorneys' fees payable under this subparagraph 35.10 shall not exceed 25% of the amount of damages awarded to the prevailing party and no party shall be entitled to pre-judgment interest. 35.12 Reasonableness of Approvals. Pursuant to this Lease Agreement, the Landlord and Tenant are required to give approvals to various matters effecting each other's rights. In considering whether to give such approval, the Landlord and Tenant -27- 57 shall act in good faith and in a commercially reasonable manner unless otherwise provided herein. Nothing in this Agreement shall be construed to waive or limit the City~s governmental authority as a municipal corporation and political subdivision of the State of Florida. Unless specified otherwise, where approval or consent of the City is required under this Agreement, such consent or approval shall be deemed to refer to the City'S consent or approval as a property owner, and such consen~ or approval shall be contractual in nature' and shall not be in lieu of any required governmental approval of City. 35.13 Duplicate Originals. This Lease is fully executed by the parties in duplicate identical original instruments, either of which may be introduced into evidence in any proceedin g ~~ ,.rrn clusive proof of the text thereof. Each party acknowledges rec'eipt of one fully executed Lease. 35.14 Project Name. Parties shall agree on the name for the Project. 35.15 Superseding Effect. This Agreement (including attached exhibits) supersedes the Lease Agreement between Landlord and SPG and the ¥RP Lease and constitutes the entire Agreement between Tenant and Landlord. 35.16 Hours of Operation for Retail Establishments. Tenant shall require all retail subtenants (excluding restaurants) to remain open from 9 A.M. until 8 P.M. -28 - 58 [Signature Pages to Follow] II -29- 59 IN WITNESS WHEREFORE, this Lease has been executed and caused to be delivered in Miarrii-Dade County, Florida, to be effective in all respects as of Febwary JL 2005 ("Effective Date'). ht'l1ldl .. By: TENANT: Mark Richman Properties Inc., a Florida corporation Mark Richman, President Date: y{)UlltA 11 )"'Dv ~ l"{.h IMqvch SWORN TO AND SUBSCRIBED before me this day ofkebruary, 2005, by Mark Ricbman, as pre~ident of Mark &i'C~an Properties, Inc. a Florida corporation, on behalf of the co,rporatlOn. He V(a) IS personally known to me, or (b) has produced ~as. identifil\~~' . My commission expires: UJJ. II Notary Public -State of Florida Name: Otno(('v~ aloJ"! SD [SEAL] -30- 60 LANDLORD: City of South Miami, a municipality of Miami-Dade Coynty, Florida Date:. ____ 4-J.:....=~::=:.....-=------- f.l\a.vvl- SWORN TO AND SUBSCRIBED before me this fot'-day of Febrtmry, 2005, by Maria Davis, as City Mana~er of ~City of South Miami, Florida, on behalf of the City of South Miami, Florida. ~He (a) is personally known to me, or -(b) has produced as identification. My commission expires: [SEAL] oaryPublic-State~ 0- $~H~(;. MARIA M. MENENDEZ ~~,$ MY COMMISSION # DO 271979 "~QI'!\"" EXPIRES: MaTCh 16, 2008 1-«JO.3-NOTARY FL NOI8I'/ Dlsooum Assoc. co. -31 - 61 II EXHIBIT A " Legal Description of City Land Lot 35, LESS the West 5.0 feet thereof, and Lot 36, LESS the 'South 40.09 feet thereof, and Lot 48, LESS the South 10.0 'feet thereof, and all of Lots 49 and 50, W.A . LARKIN'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "3, at Page 198 of the Public Records of Dade ~ounty, Florida. !,ogythe,r ~ith: The South 40.09 feet of Lot 36, LESS the West 5.0 feet and Lot 37 LESS the West 5.0 feet and LESS the South 10.0 feet thereof, W.A. LARKIN'S SUBDIVISION, according to the . " Plat thereof as recorded in Plat Book 3, at Page 198 of the Public Records of Dade County, Florida. -32 - " W 62 EXHIBITB Legal Description of MRP Land Lot 36, less the North 11 2/3 feet, and Lot 37, also less the South 10 feet of Lot 37 and the West 5 feet of Lot 36 and 37, for Street widening of W.A. LARKINS SUBDIVISION, accounting to the Plat thereof, as recorded in Plat Book 3, Page 198, of the Public Records of Dade County, Florida. -33- 63 EXHIBIT C Title Exceptions for City Land /I -34 - 64 EXHIBITD MRPNote and Payment Schedule for MRP Note -35 - 65 ",,-. PROM1SS0RY NOTE u.s. $ 2,500,000.00 JUNE 12,2002 FOR VALUE RECEIVED, Mark Richman Properties, Inc., ~ Florida corporation ("Borrower"), whose address is 18500 N.E. Sth Avenue, North Miami, Florida 33160, promises to pay to the order of The City of South Miami ("Lender"), whose address is 6130 Sunset Drive, South Miami, Florida 33143 or at such other place as the Lender may from time to time designate in writing, the amount of TWO MlLLlON FJVE HUNDRED THOUSAND DOLLARS AND OOIl 00 DOLLARS ($2,500,000.00), (the '"l,oan'')or as" much thereof as may have been disbursed, together vh'ih interest payabJe on the unpaid principal balance from time to time outstanding from the date hereof, payable as hereinafter set forth: The entire outstanding principal balance together with all accrued interest due thereon shall be due and payable on ApriJ 1. 2032. The net interest cost shall average 5.0975725% over the tenn of the Joan "Note (the ''Note Rate"). All payments of principal and interest due hereunder shall be made in accordance with the payment schedule attached as Exhibit 1. All payments shan be made without notice or demand and shall not be subject to any claim or offset of any kind or nature whatsoever. The whole of the principal then remaining unpaid, together with all unpaid interest accrued thereon and an othe.r amounts payabJe under this Note and the Mortgage (as hereinafter defined) shal1 become immediately due and payable, at the option of the Lender, after default in the payment of any installment of principal or interest for a period of fifteen (1 S) days, or after default (and' the expiration of the applicable grace period, if any) in the perfonnance of any of the covenants, conditions, C!T obligations of the "Mortgage. These obljgatio~s of Borrower under this Note are secured by a Mortgage, a Loan Agreement and a Guaranty of even date herewith. The tenns and provisions of the Mortgage and Loan Agreement are by this reference incotporated herein. The -holder of this Note shan be entitled to the benefits, security and remedies provided in the Mortgage and Loan Agreement. The Borrower shall have the right, at any time 'or from time to time, without penalty or premium, to prepay all or part of the unpaid principal amount outstanding under this Note: Any -----npr-epaymeat-Gf-tbis...No1e, eitber.in ~bo)e or in part. shan be applied by the Lender first to accrued interest and then to principal. . ___ .. " __ "lJle ~orrower and a11 endorsers and guarantors of this Note agree to pay the Lender all costs incurred by Lender [Ii ' conneclioDWith-'nee'XeCUllbn;-"COn~ctjon;--enforeement-and --- interpretation of this Note, Mortgage, Loan Agreement, and Guaranty. Such costs include, without limitation, Florida documentary stamp tax, intangibJe tax, reasonable fees for the services of counsel and legal assistants employed to enforce or collect this Note, whether or not suit be brough1 , and whether incurred in connection with colJ~ction, pre-trial, trial, appeal or otherwise. Page 1 of6 66 \,' The remedies of the Lender as provided herein shall be cumulative and concurrent, and may be pursued singu]arly;successively or together, at the sole discretion of the Lender and may be exercised as often as occasion therefore shall arise. No act of omission OT commission of the Lender, including specifically any failure to exercise any right,. remedy or recourse, shall be effective, unless' set forth in a written document executed by the Lender, and then only to the extent specifically recited therein. A waiver or release with reference to one event shaH not be construed as continuing, a bar to, or as a waiver or release of any subsequent right, remedy or recourse as to any sUbsequent event. This Note shaH be subject to, constru~ and enforced in accordance with the laws of the State of Florida and sha)) be binding upon the successors and assigns Qf the respective parties hereto. The term "Lent~" as used herein shall include any holder of this Note. '. The Obligors (which . term shall mean and include the Borrower, and any endorsers, sureties, guarantors)' hereby: (a) except as otherwi~e expressly provided herein, waive demand, notice of demand. presentment for payment, notice of nonpayment or dishonor, protest, notice of protest and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note; (b) agree to any substitution, addition, or release of any co))atera1 or any party or person primarily or secondarily liable hereon; (c) agree that the Lender sha11 not be required flTSt to institute any suit, or to exhaust its remedies against the Borrower or any Obligor to b"ecome Jiable hereunder, or against any eoJlateral in order to enforce payment of the indebtedness evidenced by this Note; (d) consent to any extension, rearrangement, renewal or postponement of time of payment of the indebtedness evidenced by this Note and to any other indulgence with respect hereto without notice, consent or consideration to any of them; and (e) agree that, notwithstanding the occurrence of any of the foregoing (except with the express written release by the Lender of any such person), each Obligor shall ,jointly and severally remain directly and primarily liable for " the indebtedness evidenced by thls Note. Upon the occurrence of any of the following events, each of which shall constitute a default hereunder, a)) sums due hereunder shaH thereupon or thereafter, at Lender's option, become due and payable sixty (60)days after written demand received by Borrower from Lender: (a) faHure of any Obligor to pay any sum due hereunder or due by any Obligor to Lender u~der the Mortgage; (b) occurrence of default (and expiration of the applicable grace period, jf any) under this Note or the Mortgage; (c) filing of any petition under the United States Bankruptcy Code or any .simi1ar federal or state statute by or against any Obligor or the insolvency of any --0 . . of a eneral ass; ent b any Obligor for the benefit of creditors, appointment of or taking possession by a receiver, trustee or custo Jan or SJmI ar 0 Cl of IDly Obligor or institution by or against any Obligor of any kind of insolvency proceedings or any proceeding or dissolution or liquidation of any Obligor which is not dismissed within thirty (30) -" ckys··oftlle filing-iliereof;l"ereritiY'oiafinaJ'jtrdgment-which bas"a material-and ·adven;e.effect on ___ ..... the property encumbered by the Mortgage against any Obligor which is not satisfied or transferred to bond within thirty (30) days of the date of entry; (f) issuance of any writ of attachment or writ of garnishment or the filing of any lien against any collateral encumbered by the Mortgage which is not dismissed within thirty (30) days of the date of issuance or filing, Page 2 of6 67 .,' e . whichever is applicable; (h) occurrence of any default (after the expiration of th~ applicable grace period, if any) under the Mortgage. Any notice, request, demand, instruction or other cQmmunication to be given ' to either party, shan be in writing and shaH be sent by certified mail, return receipt requested, or by overnight express mail service, as follows: If to Lender: with copy to: !fto Borrower: with copy to: City of South Miami 6] 30 Sunset Drive South Miami, Florida 33]43 Attention: Charles SCUtT. City Manager Earl Gal10p Nagin GaUop Figueredo, P.A. 3225 Aviation A venue Suite 301 Miami, Florida 33] 33 Mark Richman Properties, Inc. 18500N.E. 5th Avenue North Miami, Florida 33160 Attention: Mark Richman . George McArdle 660) SW 1281h Street Miami, Florida 33156 This Note may not be amended, extended, renewed or modified nor.shaU any waiver of any provisjon hereof be effective, except by an instrument in writing executed by the Lender. Any waiver of any provision hereof shaH be effective only in the specific instance and for the specific purpose for which given. In the event any suit or Jegal proceeding is brought for the enforcement of any provision of this Promissory Note, the parties agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment reasonable attorneys' fees, including attorneys' fees for any appeaJ, and costs incurred in bringing the suit or proceeding. Any action ---arising-etit-ef4his-P-r.omissOJ¥-Note..shaU be hrmlgbt in Miami-Dade County, Florida, and shan be subject to Florida Jaw. --'--. -._._-_ ..... ~---.----.... [SIGNATURE PAGE TO FOLLOW) Page 3 of6 68 e ' IN WITNESS WHEREOF the Borrower has caused this Note to be executed by its duly authorized officer as 'of,the day and year first above written. , [Corporate Seal] ,. II , I BORROWER: Mark Richman Properties, Inc. BY:~N.. ~"V' ...... Name: ~t SZ'd1)~O"") Title: m«ar Page 4 of6 69 .. . ,.." • EXHIBIT] MRPPROPERTIESPAYMENTSCHEDULE Date Payment 10/01/2002 $ 62,25].10 04/0112003 $102,571.20 10/0112003 $ 61,596.00 04/0112004 $]01,9]6.00 10/0112004 ' $ 60,840.00 04/01/2005 $103,080.00 10/0112005 $ 59,784.00 04/0112006 $103,944.00 10/0112006 $ 58,680.00 04/01/2007 $104,760.00 10/0112007 $ 57,758.40 04/01/2008 $]05,758.40 10/0112008 $ 56,798.40 04/0112009 $106,718.40 10/0112009 $ 55,800.00 04/01/20] 0 $107,640.00 10/0112010 $ 54,763.20 04/0112011 $'108.523.20 10/01/2011 -$ 53,654.40 04/0]/2012 $1'11,254.40 10/0112012 $ 52,214.40 04/0112013 $111,734.40 10/0112013 $ 50,577.60 04/0112014 $113,937.60 10/01120]4 $ 48,835.20 04/0112015 $116,035.20 10/01120]5 $ 46,987.20 --~04IeltWt-6r-------------~$llUQ7.20 10/0112016 $ 4S,08 -:-'6.4~0~-------------- 04/01/2017 $118,046.40 1 OlO1/201 'L $ 43,080.00 04/01/2018 "----$T19~880.00-' --'---'--"--' 10/01/2018 $ 40,968.00 04/01120] 9 $123,528.00 ]0/0112019 $ 38,697.00 04/01/2020 $125,097.60 10/0112020 $ 36,537.60 Page 5 of6 70 #' • • 04/01/2021 10/01/2021 0410112022 10/0112022 04/0112023 10/0112023 04101/2024 10/0112024 04/01/2025 10/0112025 04/0112026 10/01/2026 04/0112027 10/0112027 04101/2028 10/01/2028 04/01/2029 10/0112029 04/01/2030 10/0112030 04101/2031 1010112031 04/01/2032 " J I $126,777.60 5 34,454.40 $130,281.60 $ 31,881.60 5131,721.60 $ 29,385.60 $134,985.60 $ 26,745.60 $136,185.60 $ 24,009.60 $139,209.60 $ 21,129.60 5]42,089.60 $ 18,105.60 5146,745.60 $ 14.809.20 5149.209.20 . $ 11,365.20 $151,525.20 $ 7,773.60 $155,613.60 $ 3,985.20 5159,505.20 ----_ ........ _._ ..... .:_-_ .. ---... __ ._- Page 6 of6 71 EXHIBITE Mark Riclunan Guaranty -3S -72 '- PE~ONAL GUARANTY THIS PERSONAL GUARANTY, dated June 12, 2062, is made and giv~ by , Mark Richman ("Guarantor") in favor of and for the benefit of ~e City of South Miami (,'City"), to secure the debt due the City by Mark Richman Properties. Inc., a Florida corpontlon ("BoTTOwer l ). as hereinafter descn'bed. RECITALS A. On Deccznber 1; 2001, the City of South Miami and Mark Richman Properties. Inc. entered into a Lease Agreement to jointly develop a multi-use parking structure (the ··Lease Agreement"). B. The Lease Agreement provides that the City will apply for project financing from the Florida Municipal Loan Council. C. The City bas extended a loan to Borrower, as evidenced by that certain Promissory Note dated June 12, 2002 (the ''Note"), in the original principal amount of Two Million Five Hundred Thousand Dollars and 0011 00 Dollars ($2,500,000.00) (the "Loan"), wbich Loan is secured by that certain Mortgage and Loan Agreemen~ dated June 12. 2002 (the "Mortgage"). in favor of the City. The Note, Loan Agreement and the Mortgage are hereinafter collectively refened to as the "Loan Documents". . D. It is a condition precedent to the granting of the Loan to BOlTOwer by the City that GuarantoT shall have executed and delivered this Guaranty. E. ,. Guarantor will obtain benefits as a result of the Loan made to Borrower and, accordingly. desires to execute and deliver this Guaranty. NOW, ·THEREFORE, for good and valuable consideration and in consideratioD of the foregoing and other benefits accruing to Guarantor, the receipt and sufficiency of ""iUcb are hereby acknowledged. GWlr.mtor hereby makes the fonowing representations and warnm.ties to ~e City and hereby covenants and agrees with the City as fonows: 1. The foregoing recitals are true and correct and are incorporated herein by reference. 2. The Guarantor represents that tl'ie loan is~xpectect-toaesult in fin~1-and..o'4.Ltb .... e ..... T ____ _ valuable benefits to the Guarantor and constitutes good, sufficient and valuable consideration for the assumption by the Guarantor of its obligations hereunder: . -_ ........... _ .... . ,---.~ '''-. , .... _--- 3. Guarantor's personal guaranty &bali-b~'O~e Miili~;; Five HWidie(iniousaiiifDoUa:rs "-" (Sl,SOO~OOO.OO) of the Loan. Guarantor's personal guarantee shall decrease pro rata as the Loan is - repaid. Guarantor guarantees the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise of the Guaranteed Debt including aU expenses, costs and fees jncurred by the City in ~nforcing any rights or remedies available to it under the tenns or provisions of this Guaranty including attorneys' fees, ftom pre-trial througb and including appellate litigation. Page 1 of4 73 · ,- 4. At. a condition of payment or perfonnance by Guarantor, the City is not required to enforce any remedies against BOlTOwer on ac;count of the Loan. 5. The obligations of the City under this Guaranty shall continue in ful1 force and effect until the GuataJlteed .Debt shal1 be fully satisfied. .- t>. The -City shall be at liberty and hereby reserves the right, without giving notice to or obtaining the assent of any Guarantor, which notice and right to assent is hereby expressly waived I by Guarantor:, M;d without-relieving Guarantor of liability hereunder. to deal with Borrower in such manner as the City in its capacity as the Lender in its sole discretion deems fit, and to this md, Guarantor glves to the City full authority in its sole discretion to do any or all ofthe following: (a) extend credit, make loans and afford other financial accommodations to Borrower at such times, in sl,lCh amounts and 'on .Buch terms as the City may approve.; (b) grant extensions or renewals of any present or future indebtednesB .ofBorrower; (c) grant time, waivers and otber indulgences in respect thereto; (d) vary, exchange, release or discharge, wholly or partially. or delay in or abstain from petfccting and enforcing any security or guaranty or other means of obtaining payment; (e) accept panial payments from Bo~wer or any such other party; (f) release or discharge. wholly or partially, any endorser or guarantor, (8) make a settlement with one or more guarantors for less than the aggregate amount of Borrowers obJigations under the Loan Documents and thereafter release such guarantor{s) from liability hereunder; and (b) compromise or make any settlement or. other arrangement with Borrower. 7. Guarantor expressly waives notice of acc£ptance hereof, notice of any action taken or cQmmitted by the City in reliance hereon. nonce of any default by Borrower or asserting any other right of the City hereunder and' any requirement that the City be diligent or prompt in making demands heretinder. 8. Except as otherwise provided hereirt, no provision of this Guaranty can be changed. waived, discharged or terminated except by an instrument in writing signed by the City and Guarantor expressly referring to the provision of this Guaranty to which sucb instrument relates. 9. Guarantor represents that Q:f:Cution and delivery of this Guaranty and the performance by the Guarantor hereunder will not violate, conflict or constitute a breach of or default under any indenture, Joan agreement or instrument or agreement to which Guarantor is a party. 10. The obligations of the Guarantor under this Guaranty shall be absolute and unconditional and shell remain in full force and effect until the loan has been repaid and such '" · .. ·_· .. --,-·obligatiollS·shaU ·not.be .affected,.. modified .0rjmppir.~[Lupon f,he happening from time to time of any event. including without limitation, any of the folIo\\oing, whether O"r not with-'notICe to 'or ' tll e -. -. consent of, the Guarantor: (a) the failure to give notice to the Guarantor of the occunence of an Event of Default under the tenns and provisions ofthe Lease Agreement or the loan documents; Page 2 of4 74 , .-' (b) the waiver by the City of the payment, perfonnancc Ot observance by tbe 'OIrOwer or the Guarantor of any of the obligations, covenants or agreements of ally of them rontained in tbe Lease Agreement or the loan documents; (c) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Lease Agreement or ~e loan documents; (d) the taking or the omission of any of the actions referred to in the ~ Agreement or the loan documents; . (e) any failure. omission, delay' or lacK of diligence OD the part of the City to enforce, assert or exercise or the failure or unavailability of any right, power or remedy conferred on the City in this Guaranty, the Lease Agreement or the loan documents; or (f) the voluntary or involuntary liquidation. dissoJufion, sale or other disposition of ' all or substantially all of the assets" receivership. insolvency, baoktuptcy, assignment, composition with creditor or other similar proceedings or actions affecting the Borrower or· the Guarantor or any of their assets. I f any provision of this Guaranty sball be held Of deemed to be or shall, in fact, be inoperative or unenforceable as applied in any panicular case in any jurisdiction or jurisdictions or I in all jurisdictions, or in all eases because it conflicts with any other provision or provisions hereof or 'any constitution or statute OT rule of public policy. or for any other reason. such circumstance shall not have the effect of rendering the provisions in question inoperative 'or unenforceable in any' other case or circumstance. or of rendering any other prOVision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. The inv,alidity of anyone or more phr~es. sentences, clauses or sections in this Guaranty contained, shall not affect the remaining portions of this Guaranty. or any 'part thereof. Any notice, request. demand, instruction OT other communication to be given to Guarantor o r the Ci ty hereunder, shan be in 'Writing and shall be f:ent by certified mail. return receipt requested. OT by overnight express mail service~ as follows: . If to the City: City of South Miami 6130 Sunset Drive. -______________ ~S~o;;uth~M:i::auu~·, Florida 33143 Attentioii. ChaFles-SGtm"T'1 ... C~ity~-4MlY.IIJBnwaa.:g>Eec!..r ___________ _ with copy to: Earl Gallop ---.. , -------NagitLGa1JoP-.fjmt;:ered~:_o.:..., P--.: . .:.....A_. ______ _ 322S:Aviation Avenue '~---... "-',. Suite 301 M;ami, Florida 33133 Page 3 of4 75 --' lflo Guarantor: with copy to: , . . Mark Richman Mark Richman Properties, Inc_ 18500 N.c. Sth Avenue · NortbMiami Beach, Florida 33160 George McArdle 6601 SW 128 th Street Miami, Florida 33156 I 1'hl.r .. Gtmranty shaIlbe cons,trued and enforced in accordance with and governed by the laws oftbe State ofFlori~ , IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of the date first above: written... . . ' . .' STA TB OF FLORIDA . COUNTY O~ MIAMI·DADE . ) ) ) . The fo~going instrument was acknowledged before me this I j.L day of June, 2002 by MarK Richman, who ~ (a) is personally known to me, or ~ (b) has produced __________________ as jdentification. My commission expir~s: ~~. Nktngl Payne "lr-,t + My CCII\II'IlJIIon CCla330S ~ ... :/ t':"!'AI9St 15.2003 [Seal] --_. __ ......... . ---:;:-:------ tate of Florida ... _-..... -.... _----.. __ ._.-. Page 4 of4 76 EXHIBIT F Title Exception MRP Land -37 - 77 EXHIBIT G PrQject Schedule ... " -38-78 EXHIBITH Settlement Agreement -39- 79 RESOLUTION NO. 13-05-11992 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO LITIGATION; APPROVING A SETTLEMENT AGREEMENT BETWEEN THE CITY AND MARK RICHMAN PROPERTIES, INC.; PROVIDING AN EFFECTIVE DATE. WHEREAS, Mark Richman Properties, Inc. (MRP) filed a complaint against the city, styled Mark Richman Properties, Inc. v. City of South Miami, Case no. 03-07058- CA-24 (Fla. 11 th Cir. Ct. 2003), alleging the breach of a contra·ct to jointly develop a mixed use parking garage and retail building; and WHEREAS, the city denies the material allegations of the complaint but, nevertheless, desires to avoid protracted and expensive litigation; and, WHEREAS, the parties desire to settle the claims on the basis of allowing MRP to develop the mixed use facility in a manner consistent with the terms and conditions set forth in the Settlement Agreement. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; Section 1. The settlement agreement dated February 1, 2005, which is annexed and made a part of this resolution as App.1 is approved. The city manager is authorized to execute the settlement agreement on behalf of the city. Section 2. This resolution shall take effect immediately upon approval. PASSED AND ADOPTED this 1£ day of February, 2005. ATTEST: Qoo-=.a.~ CITY CLERK Mayor Russell: Vice Mayor Palmer: Commissioner Birts-Cooper: Commissioner Sherar: Commissioner Wiscomb.e: Additions shown by underlining and deletions shown by e¥erstrikdfig. 4-0 Yea Yea Yea absent Yea 80 SEITLEMENT AGREEMENT BY AND BETWEEN THE CITY OF SOUTH MIAMI, A FLORIDA MUNICIPALITY, AND MARK RICHMAN PROPERTIES, INC. WHEREAS, Mark Richm~ Properties, Inc. ("MRP") and the city of South Miami (the "city") entered into a lease agreement to co-develop a project consisting of public parking and retail space, and WHEREAS, on or about December 17, 2002 the city's commission decided not to proceed with the development of the project; and WHEREAS, on March 21, 2003, Mark Richman Properties, Inc. filed a complaint against the city styled: Mark Richman Properties, Inc. v. City of South Miami, Case No. 03-07058-CA-24 (Fla. II th Cif. Ct. 2003); and WHEREAS, the pmties desire to enter into this comprehensive settlement agreement to dispose of the litigation and to provide for the development of the mixed used structure; and NOW, THEREFORE, in consideration of the sum of Ten and Noll 00 Dollars ($10.00), paid by the city of South Miami to Mark Richman Properties, Inc., and the exchange of other valuable consideration, the receipt and legal sufficiency of which is acknowledged by the parties, the parties agree as follows ("AgreemenC'): Page 1 of 14 . Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc : W 81 1. The MRP lease agreement dated March 5, 2002 will be cancelled and each party will release the other from any and all obligations there under and all claims of any kind and causes of action related in any manner to said agreement and/or related in any manner to the lawsuit bearing Case Number 03-07058-CA~24, and said lawsuit will be dismi~sed with prejudice by MRP inunediately upon the execution of the Lease Agreement and the issuance of the building permit for the Parking Structure, with each party bearing its own fees and costs. MRP agrees that . it will not perform any site work that interferes with the operation of the existing city parking lot prior to dismissing the lawsuit referenced in this paragraph. The city and MRP shall join in a fonnal stay of Case Number 03-07058-CA-24 pending the execution of the Lease Agreement and the issuing of the building pennit or the termination of tbis Agreement. 2. The Promissory Note dated June 12, 2002 and executed by MRP in favor of the city of South Miami shall remain in full force and effect as well as all mortgages and security interests relating thereto. The parties stipulate and agree that the current principal sum due from MRP to the city under said note is $2, 419,359.90 and the next payment due under said note is $103,080.00 and is due on April 1, 2005 (the "Promissory Note"). Any default under the Promissory Note by Page 2 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. 82 MRP shall be a default under this Agreement. Termination of this Agreement shall not relieve MRP of its obligations under the Promissory Note. 3. MRP and the city shall enter into a new lease agreement for the CSM retail space, and parking garage, the lease agreement is attached hereto as exhibit "A". The city shall own the air rights over MRP's property. 4. MRP and the city Manager will work cooperatively to complete the design for the parking garage structure. The parties agree to retain Arquitectonica to complete the project design work. The city agrees to contribute up to $200~OOO to complete the design and construction plans and MRP shall be responsible for any additional costs associated with the design or with the construction plans. MRP shall be solely responsible for all costs associated with the design and the construction of the tenant improvements. For purposes of this Agreement "tenant improvements" shall include any and all design, and construction work within or related to the retail space except for the following: (i) all exterior walls, exterior windows and exterior doors; (ii) exterior lighting, security, emergency and fire installations; (iii) sprinkler systems; (iv) exterior mounted HVAC pads and equipment (v) plumbing rough outs to individual bays; (vi) electrical boxes to bays; all concrete work and pre-fabriCated concrete · components; and the parking area floor/retail roof. MRP shall not be obligated to include any design elements that Page 3 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. 83 cause MRP's share of the project costs to exceed $7.5 million ("MRP cap"). In addition, MRP shall continue to be responsible for the debt service on the $2.5 million Promissory Note referenced in paragraph 2 of this Agreement. In the event the city, in its sole discretion decides to require additional design elements that are estimated to cause the project costs to exceed the MRP cap, the city shall assume financial responsibility for the additional debt service on project costs estimated to be in excess of the MRP cap in order for the additional design elements to be incorporated in the final design. 5. The project design shall incorporate the following features a. The facility will consist of a 5-1evel mixed-use retail and parking garage facility consisting of approximately 24,500 square feet of retail space, and approximately 380 parking spaces. Approximately 15,900 (+/-) square feet will be city retail space. b. The ground level floor shaH be comprised of retail space and approximately 17 parking spaces dedicated to short-term parking. c. The fifth level is estimated at 80 spaces and shall be dedicated parking for the retail tenants. 6. If the project as described in paragraph 5 of this Agreement cannot be designed and constructed within the MRP cap, and MRP does not agree to be Page 4 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. responsible for additional costs, then the city and MRP shall be relieved of all obligations under this Agreement. The parties understand that circumstances may make the development or construction of the project and meeting the requirements of paragraph 3 of this Agreement unfeasible. These circumstances include, but are not limited to, failure to obtain required approvals from the city of South Miami such as required special exceptions andlor failure to jointly resolve easement disputes andlor inability to obtain an acceptable design meeting the height and parking space and retail space specifications of paragraph 3. In the event the project cannot be designed and constructed in substantial and material conformity to the MRP cap and the design criteria set forth in paragraph 3 and MRP has decided not to be responsible for the additional costs; the city or MRP, may terminate this Agreement. If the City shall fail or refuse to grant the required approvals for the Project, including but not limited to, requi~ed special exceptions, this Agreement shall immediately terminate and the City and MRP shall be relieved of all obligations under this Agreement. 7. MRP shall be responsible for the construction of the project and shall be solely responsible for delay in completion of the project. The parties understand and agree that construction will commence upon the issuance of building permits and proceed through the certificate of occupancy. MRP will use Page 5 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. ~~ 85 its best efforts to mmUll1ze construction related impacts on the sUlTounding community during the holiday season from November 1 st through January 2nd. MRP is required to complete construction and obtain a temporary or permanent certificate(s) of occupancy for the entire project no later than eighteen 18 months from the date of issuance of the building permit. In the event MRP fails to meet this deadline, MRP shall be obligated to pay the city $26,916.00 per month until the certificate(s) of occupancy are issued. Further, in the event the required certificate(s) of occupancy are not obtained within twenty-four (24) months of the issuance of the building permit, the city may in its sole discretion take over responsibility for completion of the project. MRP shall be responsible for all additional costs necessary to complete construction and obtain the certificate(s) of occupancy. The timeframes for performance contained in this paragraph shall be tolled in the event of Unavoidable Delay as defined in the Lease Agreement including, but not limited to, an Act of God, Force Majeure, acts of terrorism or the filing of a legal proceeding to resolve any easement dispute related to the project. The cost of defending or filing any proceeding to resolve the easement dispute related to the dedicated alleyway shall be borne by the city. 8. MRP shall select the contractor that it determines has the requisite experience and capability necessary to construct the project. MRP understands Page 6 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. that the construction contractor and the construction documents shall be subject to the reasonable approval of the city Manager. 9. MRP will be responsible for building the project according to the plans and specifications prepared by Arquitectonica and approved by the city. MRP agrees that the construction funding for the project shall be based on a standard construction draw schedule approved by the city. At such time as construction commences, MRP shall be responsible for completing construction of the project, regardless of the cost. MRP shall be responsible for all cost overruns, change orders (except for change orders requested by the city), costs of delays and acts of nature, expenses which cause the MRP cap to be exceeded ("Over Cap Funds") and shall not be reimbursed by the city for such Over Cap Funds. Failure by MRP to assume financial responsibility for the Over Cap Funds as provided in this Paragraph 9 shall constitute an event of Default and the city may in its sole discretion terminate all agreements and take legal action to foreclose on the MRP property. The city is entitled, in its reasonable discretion, to demand and be provided with proof of MRP's ability to secure additional funding from a lending - source if prior to the commencement of construction the parties determine that Over Cap Funds are needed to pay for these costs. Page 7 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. 10. MRP shall furnish the city with a commercially acceptable payment and perfonnance bond. MRP shall require that all sub-contractors with contracts in excess of $100,000 be bonded. 11. MRP shall obtain construction project insurance and all other forms of insurance of the types and in the amounts typically required for projects of this nature by governmental entities and shall name the city as an additional insured. 12. The City shall have the right but not the obligation to oversee the construction of the project to ensure that it is being constructed in accordance with The Florida Building Code as applicable in Miami-Dade County as well as retaining all rights the city has regarding construction within city boundaries. 13. The parties agree that the city's share of the project costs will be capped at $1 million. The parties acknowledge that the city has already spent $337,116.37 on project related costs. At such time as the city expends an additional $662,883.63 the city will have expended $1 million 4011ars and the parties will stipulate and agree that the city has already expended this sum and satisfied it~ obligation under this paragraph. MRP will be responsible for all additional costs of building the facility and the debt service on all city funds (including the existing Florida Municipal Loan Council Revenue Bond issue funds Page 8 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. ~ ~88 used in this project other than the $1 million referred to in this section) used in the development, design and construction of this project up to the MRP cap. 14. The lease agreement for the parking structure shall have a term of 50 years. 15. MRP shall pay the city a minimum guaranteed retmt rent payment -{ 010 vi. PoAh~~J Il~ r,.,,( lUj."equal to $76 ,000 per annum, payable on a monthly basis equal to $6 ,333 in® addition to the payment of all debt service on the League of Cities Bond Issue (other than the $1 Million referred to above). The rental payments of $6,333 shall commence upon the issuance of a temporary certificate of occupancy. Payment of the debt service shall commence as to the amount drawn on the League of Cities Bond Issue and any other debt on the date the funds are drawn and shall be payable in accordance with the principal and interest payment schedule established by the Florida Municipal Loan Council for the city of South Miami pursuant to. the issuance of Florida Municipal Loan Council Revenue Bonds, series 2002A. Interest shall be paid at the same rate as the city's rate of interest on the bonds together with a pro-rata share of all the total amount of the borrowing so as to include amortized expenses of the bond, and all costs associated with the Bond, according to the bond closing documents provisions. This provision shall be construed so that MRP is not subsidized by the city and pays its full share of Page 9 of14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. '~~89 borrowing expenses such that, for example, if the funds used by MRP for the project represent 30% of the funds borrowed in the Bond Issue then a full 30% of all interest and all expenses associated with the Bond Issue shall be paid by MRP. In the event MRP fails to make any such payments when due the city shall be entitled to seek an award of damages in the full, accelerated amount of the anticipated payments reduced to present value and termination of the Lease to MRP according to the terms of the Lease, including but not limited to all periods for cure of default. The city shall be provided with a second Mortgage on the MRP property (in the form attached hereto as Exhibit "B" to secure all obligations . contained in this Agreement at the time of the first request for a draw of Bond Issue funds , by MRP for payment of and costs associated with the Project. MRP represents and warrants that it holds good title, free and clear of any encumbrances to the property other than the first mortgage payable to the city. 16. MRP agrees and acknowledges that the parking garage, except for the fifth floor, shall be exclusively used for public parking, and that none of the spaces shall be specifically or exclusively allocated for the retail space. 17. Under the lease agreement MRP agrees to remit to the city 12.5% of all gross parking revenues in excess 0[$150,000 annually. Page 10 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. 18. Under the lease agreement the city shall retain the rights to set the parking meter rates and to decide the hours of operation for the public parking garage. 19. The city also reserves the right to police and administer tickets in the parking garage. All of the ticket revenue shall belong to the city. 20. For purposes of maximizing the gross parking revenues generated by the parking garage, the city shall authorize MRP to charge a flat parking rate eB J'",. Co A., s-.·oo ~/?1 q;V~/ 2.'#/1-1.. (,'~ ",eel<eBM and special occasions as estab!i~ the city_ ~ 21. The city agrees that to complete the construction of the facility, the city shall, authorize additional financing up to $2.5 million over the $8.5 million · project financing previously approved to the extent such funds are available from the Florida Municipal Loan Council and MRP shall be responsible for debt service on the additional funds in the same manner as' set forth above in regard to the Florida Municipal Loan Council Bond Issue. To the extent the city uses funds which are not borrowed from the Florida Municipal Loan Council, MRP shall pay interest on the additional funds at the actual rate paid by the city in the same manner as set forth above in regard to the Florida Municipal Loan Council Bond Issue. If the city has been unable to secure the additional funding referred to above when the building permit application is ready' for submission to the Page 11 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. appropriated City and County departments the application submission shall be delayed and MRP shall have the right to terminate this Agreement. 22. The city agrees to waive its share of real estate taxes on the new retail space for the term of the lease. 23. MRP will continue to be responsible for ad valorem taxes on the retail space located on the MRP property. In the event that the public parking garage is subject to ad valorem taxes, the ad valorem taxes will be the responsibility of MRP. The city, however, agrees to waive its share of any ad valorem taxes on the . Leqsc.. public parking garage during the term of the ~bnagemem Agreement. MRP s~~ .. , ~~ be financially responsible for the remaining ad valorem taxes. ~ 24. By entering into this agreement, the city does not in any way admit liability or waive any defenses it has or had, to the claims, or admit any of the allegations of the complaint. 25. By entering into this agreement, the city is not precluded from exercising its police powers and the parties specifically acknowledge that the city and its agencies and departments and commissions and employees and agents and the City Council are not obligated by this agreement to take or refrain from taking any actions or positions relating to this project and that the sale remedies in the Page 12 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc . .. ~ event of an adverse action shall be those remedies available to all citizens and property owners seeking similar relief or benefits from the city. 26. In any action or proceeding to enforce the terms of this Settlement Agreement, the prevailing party shall be entitled to an award of its reasonable attorney's fees (at a rate not to exceed $300 per hour), paralegal expenses and costs (collectively refelTed to ,as expenses), including expenses of investigation, pre-trial discovery, trial to a court, jury or arbitrator, post-trial and appellate proceedings, and collection. [Signature Page to "Follow] Page 13 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. Dated this jttr day of ~ ,2005. Approved as to Form and Legal ~-Lu' . Figueredo city Attorney Attested to: By:~/Vr~ il ert name of ~~ess L ~eoA f m rd<, Its: JJ. [insert title (corporate secre vice-president,' treasurer)] CORPORATE SEAL CITY!F~()Q~H . f BY:~Zr: Maria V. Da city Manager lCHMAN PROPERTIES, INC. By. ~HH~~~~----=---~-- [z t na u~' g party] Its: &r~ [insert title of signing party] Page 14 of 14 Settlement Agreement by and between the City of South Miami And Mark Richman Properties, Inc. 94 I I Schedule I Hours of Operation The Garage will be open 24 hours per day, seven days per week. -40- 95 /1 Sohedulell Parking Rates Parking Meter Rate Flat Parking Rates Sunday -Thursday Friday and Saturday -41 - $1.00 per hour $5.00 $6.00 96 MIAMI DAILY BUSINESS REVIEW Published Dally except Salurday, Sunday end 1.P.!li\IH"nr1"y~ Miami , Miami-Dada County, Florida STA.TE OF FLORIDA COUNTY OF MIA.MI-DADE: Before the undersigned authority personally appeared O.V. FE~BEYRE, who on oath says that he or she Is the SUPEHVISOR, Legal Notices of the Miami Dally Business Review 11k/a Miami Review, a dally (except Saturd€ty. Sunday and Legal Holidays) newspaper, published at Miami In Miaml·Dade County, FIClrlda; .tt'lat thE! Ct~c;:hed cony of advertjs~ment. being a Legal Advertisement of Notice in the matter of CITY OF SOUTH MIAMI PUBLIC HEARING 2115/2005 in the XXXX Court, was published in said newspaper in the issues of 02104/2005 Affiant further says that the sa id Miami Dally Busines.s Review Is a newspap.er published at Miami In said Miami-Dade County. AOTlda and that the said newspaper has heretofore been continuously published in said Miami-Dade County, RoTida , each day (except Saturday, Sunday and Legal Holidays) and has been entered as second c.lass rna/I malter at the post office in Miami in said Miami-Dade County, Rorida. for a period of one year next preceding the first publication of the attached copy ot advertisement; and. affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount bats, commission or refund fOT the purpose of securin is adv is r publication in the said Swam to and subscribed before me this 04~-:? 2005~ i:6f~" Merla J. MCSi (SEAL) ;~ ~ My Commission OD293955 O.V. FERBEYRE pBrson~lIy kno\~~~ M~reh 04( 2DD8 97 COURTESY'NOTICE CITY OF ~OUTH MIAMI, FLORIDA On Tuesday, Februa:y 15, 2005, beginning at 7:30 p.m., In iIlo CIIy Comm!$$)on ChDmboro, 6130 SUnso! DrMl, 1110 ony Comml$s\oll will hold pUbllD Hcarir1gs to ~er lIIo l oU.wing ordinances: 01411 GIIOU/A/ICE Ra.i.TfU~ TIt eomAAtrrS; ""PRDYIUS A ~v AGRWiIEm Bm'/EEIIlHE CITY A!II) MARK RIi:1fMAH PIIOpame:s,lNC., FOR THE WS£ BY "'lIP D1' CERTAIII CITY PROPERTY MOO THE CO' UfI'I1OPMEHf OF A PMKlll& 1mluaJV1lE I'IIOJECT AT SW 73 STREET ,Bm'1E9i SW 58 COUiIT AI(HSAVllIUe.' , 1411 IJROIllAIICE PRGVlDlNG fOlI A TECHIlICA1. AloIEIlIlMEllTTtI THE CITY QF SOllTH MIAMILAIIU Da'l:LOPI.I!NT COPe, BY AMEIItIING Ssmo:l21f. , 9..1(f)(!)(c) ENTITLED .01r.1XBI USE (PIID-M)"1Il ORDER TO .CDRIIECT A TECHNICAl ERlIOR RElATED TO THE t.'.AX1MUM DISTANCE FlWIII A /'tAI1l!ED UIIIT DeJaOPMEIIT IoIlXED USE PROJECT AND THE !nmlG IIAll. Sl'ItIlOll AN OJIDitwtCE MlEtlDnlG lHE CITY C1F SOUTH Mw.g nilSlGN lUll, PAOVIDUI& FOR ELIGIBIlITY PJ DAli D1' EMPLOY/II!SI/T fOR PDUCE OffiCER EMI'UIYm Of TKE CITY OF SOl/lll MlMU; PROVIDING FOR A Mll&\lI/.\ RATE Of ,EN<FlT ACCflUAJ.. FOR POUCE OFfICER EIoIPI.OI'EES. All OROIP!ANCE 1IElA1111Q Ttl A REOtIEST Ttl ,AMEND TKE OITlC/A1. ;WIIIllS MAt OF niE CITY Of SOl/lll M1MIII.AlIU DEV!lOP/l.OO CODE BY DESISlIATfNG A CO.lMERC/A1. BUlLDING (r«A AL1BI'S DRUGS) UlCATED, AT 411GO SVI S11t1 mea AS -AN HISTORIC SITE A!II) BY f'1.ACl:MEtIT OF A HISTORIO pllESaWATfDHOVllIIAY ZONE (IIP-II1l).(l1/ER THE EXISTll/ll unnllt liSE DISTRICT FDJI TKIS PROPERTY. ~ulaes rontllmlnD Ills OhM IWD IleIl1$ mould be direC\e~ '" \he PIannIn!l I)j:porime"u\ :)O~63-6!~o. . AU.lnlmstod ~"II/l! InvItEd., .It!nd andwiJ) b.hsan1 PALMS ATDAOElAND OPPORTUNITY LIMITED! ONLYA FEW CONDOS REMAINING ... Upjo~ SOUTH PARK SHOPPING CEN'l"ER . 12685 S, D'.xi. Hwy, Eo<! s~~ k"3~~l2B Sl • 30S.S9~-7'i33 en 681/682 _ . -LOBBY HOURS Mo~d;ys, 'l'IIcsday< ~ 'TIrtlnuyr. 9:00am to S;OOpiD, Wcdnc.sdaY5: 9:30= to 3:30pm.· Frid.ys: 9:QOon> 10 6:00pm SIlW'IIEYS: p:OOam 10' :OOpm ' MClIlb.rs oftbeseSoulh Florilb Czcdit Uolons may use . MPS C'!:cdJr UniOD'S PiD~~t.Brantb ns Ii S~,Setvice Center. Amorlca:nAJlIlnes CU Knlgl!t-Rldder I MiamI HeraJd CO P~les CIJ BIvwiIIlI Sl:hooIs CU Melt)' CU hWe( 1 CU City CoImty CU . Mlwnl Beach FCIJ PriarIIy Doe CU of florida DaUe CounfY FCU • MIamI ~ellgh\&lll FQ) S~ FlDrlda FCU , Jel Sl1wn CU • Mlanil PolIa! FCtI Tropical financial CtI FInam:IaI Fed.ra1 CIJ M~unt SInai FQ) .!JMtmlly CIJ • sOum PAlIK -' SBOI'l'lNG CENml ~~tm..~s~ ~~CH ~~~,~-' Hicl,oh,PI..,30IS 305-592-773;3 ext. 6811682 Sales Center' ."'. . 'Open Daily lOAM 6PM 98 .... . PROM1SS0RY NOTE u.s. $ 2,500,000.00 JUNE 12,2002 FOR VALUE RECEIVED, Mark Riclunan Properties, Inc., a Florida coIporation ("Borrower"), whose address is 18500 N.E. 5th Avenue, North Miami , Florida 33160, promises to pay to the order of The City of South Miami ("Lendertl ), whose address is 6130 Sunset Drive, South Miami, Florida 33143 or at such other place as the Lender may from time to time designate in writing, the amount of TWO M1LLlON FIVE HUNDRED THOUSAND DOLLARS AND 00/100 DOLLARS ($2,500,000.00), (the "Loan'Jor as'much thereof as may have been disbursed, together vJiih interest payable on the unpaid principal balance from time to time outS1anding from the date hereof, payable as hereinafter set forth: The entire outstanding principal balance together with all accrued interest due thereon sha]] be due and payable on April 1, 2032. The net interest cost shall average 5.0975725% over the tenn of the loan. Note (the "Note Rate''). All payments of principal and interest due h ereunder shall be made in accordance with the payment schedule attached as Exhibit 1. All payments sha]] be made without notice or demand and shall not be subject to any claim or offset of any kind or nature whatsoever. The whole of the principal then remaining unpaid, together with all unpaid hi terest accrued thereon and alJ other amounts payable under this Note and the Mortgage (as hereinafter defined) shall become immediately due and payable, at the option oftbe Lender, after default in the paymen" of jUly installment of principal or interest for a period of fifteen (15) days, or after default (and the expiration of the applicable grace period, if any) in the performance of any of the· . covenants, conditions, ~r ob1igations of the Mortgage. These obljgatio~s of Borrower under this Note are secured by a Mortgage, a Loan Agreement and a Guaranty of even date herewith. The tenns and provisions of the Mortgage and Loan Agreement are by this reference incolJ>orated berein. The ·holder of this Note shall b e entitle d to· the benefits, security and remedies provided in the Mortgage and Loan Agreement. The Borrower shall have the right, at any time ·or from time to .time, without penalty or premium. to prepay aU or part of the unpaid principal amount outstanding und~r this Note; Any ----Tlprepaymen~j:..this..Note , either in whole or in part, shall be applied by the Lender first to accrued interest and then to principal. - ... _ ...... 1)le ~orrower and a]J endorsers and guarantors of this Note agree to pay the Lender all costs incurred byLender 1Ii · 'conneCtlOn withtneexecUlion;-'coUectioll, enforeement-and---- inteIpretation of this Note, Mortgage, Loan Agreement, and Guaranty, Such costs include, without limitation, Florida documentary stamp tax, intangible tax, reasonable fees for the services of counseJ and Jega) assistants employed to enforce or col1ect this Note. whether or not suit be brought, and whether incurred in connection with co)]~ction, pre-trial, trial, appeal or otherwise. Page 1 of6 99 " The remedies of the Lender as provided herein shall be cumulative and concurrent, and may be pursued singuJarly;successiveJy or together, at the soJe discretion of the Lender and may be exercised as often as occasion therefore shall arise. No act of omission or commission of the Lender, including specifically any failure to exercise any right.. remedy or recourse, shall be effective, unless· set forth in a wrinen document executed by the Lender, and then only to the extent specifical1y recited therein. A waiver or reJease with reference to one event shalJ not be construed as continuing, a bar to, or as a waiver or release of any subsequent right, remedy or recourse as to any subsequent event. This Note shaH be subject to, construed and enforced in accordance with the laws of the State of Florida and shall be binding upon the successors and assigns Qf the respective parties hereto. The teim "Leniu" as used herein shaH include any holder of this Note. " The Obligors (which . term shaH mean and include the Borrower, and any endorsers, sureties, guarantors)' hereby: (a) except as otherwise expressly provided herein, waive demand, notice of demand, presentment· for payment, notice of nonpayment or dishonor, protest, notice of protest and all other notices in connection with the delivery, acceptance. performance, default or enforcement of the payment of this Note; (b) agree to any substitution, addition, or release of any conateral or any party or person primarily or secondarily Jiable hereon~ (c) agree that the Lender shan not be required frrst to institute any suit, or to exhaust its remedies against the Borrower or any Obligor to become liable hereunder, or against any collateral in order to enforce payment of the indebtedness evidenced by this Note; (d) consent to any extension, rearrangement, renewal or postponement of time of payment of the indebtedness evidenced by this Note and to any other indulgence with respect hereto without notice, consent or consideration to any of them; and (e) agree that, notwithstanding the occurrence of any of the foregoing (except wi1h the express wrinen release by the Lender of any such person), each Obligor shall ,joint1y and severally remain directly and primariJy liable for . the indebtedness evidenced by thf~ Note. Upon the occurrence of any of the fonowing events, each of which shall constitute a default hereunder, all sums due hereunder shall thereupon or thereafter, at Lender's option, become due and payable sixty (60)days after written demand received by Borrower from Lender: (a) fai1ure of any Obligor to pay any sum due hereunder or due by any Obligor to Lender u~der the Mortgage; (b) ocCurrence of default (and expiration of the applicabJe grace period, jf any) under this Note or the Mortgage; (c) filing of any petition under the United States Bankruptcy Code or any.similar federal or state statute by or against any Obligor or the insolvency of any ---Q . . 0 a eneral ass; ent b any Obligor for tbe benefit of creditors. appointment of or taking possession by a receiver, trustee or cusio Ian or slml, ar 0 C] or any Obligor or institution by or against any Obligor of any kind of insolvency proceedings or any __ . pr_~~~e~n.g ~r dissolution or liquidation of any Obligor which is not dismissed within thirty, (30) days of the filing -iliereof;-cerehuyor-afiiialj'irdgment-which 'has'a materiaI-and ·adv-er.se ·effect on _____ .. the property encumbered by the Mortgage against any Obligor which is not satisfied or transferred to bond within thirty (30) days of the date of entry; {f) issuance of any writ of attachment or writ of garnishment or the filing of any lien against any colJatera) encumbered by the Mortgage which is not dismissed within thirty (30) days of the date of issuance or filing) Page 2 of6 100 .,' e . whichever is applicable; (h) occurrence of any default (after the expiration of the applicable grace period, if any) under the Mortgage. Any notice, request, demand, instruction or other communication to be givCn 'to either party, shall be in writing and shaU be sent by certified mail, retl.1m receipt requested, or by overnight express mail service, as folJows: If to Lender: with copy to: If to Borrower: with copy to: City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Attention: Charles Scurr, City Manager Earl Gallop Nagin Gallop Figueredo, P.A. 3225 A viation Avenue Suite 301 Miami, Florida 33133 Mark Richman Properties, Inc. 18500 N.E. 5th Avenue North Miami, Florida 33] 60 Attention: Mark Richman . George McArdle 6601 SW 12Slh Street Miami, Florida 33156 This Note may not be amended, extended, renewed or modified nor ,shall any waiver of any provision hereof be effective, except by an instrument in writing executed by the Lender. Any waiver of any provision hereof shall be effective only in the specific instance and for the specific purpose for which given. In the event any suit or legal proceeding is brought for the enforcement of any provision of this Promissory Note, the parties .agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment reasonable attorneys' fees, including attorneys' fees for any appeal, and costs incurred in bringing the suit or proceeding. Any action ---,arising-eut-ef-tffis-P..;romisSGJ¥Note..shal1 be brought in Miami-Dade County, Florida, and shall be subject to Florida Jaw. -~ ......... "--... . -.--.. -. ---_ ..... _-----... ---.- [S]GNATURE PAGE TO FOLLOW] Page 3 of6 101 ... . lNWITNESS WHEREOF the Borrower has caused this Note to be executed by its duly authorized officer as"ofthe day and year first above written. . [Corporate Seal) ,I II ,. BORROWER: Mark ruchman Properties, Inc. BY :~t(, ed'\\oA .., Name: ~t. SZ;~,~..-"') Title: m tVa}< Page 4 of6 102 $2.5 Million Amortization Schedule Pay No . Total Payment 1 10/1/2002 $ 61,324.70 2 4/1/2003 $ 102,571.20 $ 3 10/1/2003 $ 61,596 .00 4 4/1/2004 $ 101,916.00 $ 5 10/1/2004 $ 60,840.00 6 4/1/2005 $ 103,080.00 $ 7 10/1/2005 $ 59,784.00 8 4/1/2006 $ 103,944.00 $ 9 10/1/2006 $ 58,864.50 10 4/1/2007 $ 103,676.00 $ 11 10/1/2007 $ 59,764.00 12 4/1/2008 $ 105,758.40 $ 13 10/1/2008 $ 56,798.40 14 4/1/2009 $ 106,718.40 $ 15 10/1/2009 $ 55,800.00 16 4/1/2010 $ 107,640.00 $ 17 10/1/2010 $ 54,763.20 18 4/1/2011 $ 108,523.20 $ 19 10/1/2011 $ 53,654.40 20 4/1/2012 $ 111,254.40 $ 21 10/1/2012 $ 52,214.40 22 4/1/2013 $ 111,734.40 $ 23 10/1/2013 $ 50,577.60 24 4/1/2014 $ 113,937.60 $ 25 10/1/2014 $ 48,835.20 26 4/1/2015 $ 116,035.20 $ 27 10/1/2015 $ 46,987.20 28 4/1/2016 $ 116,107.20 $ 29 10/1/2016 $ 45,086.40 30 4/1/2017 $ 118,046.40 $ 31 10/1/2017 $ 43,080.00 32 4/1/2018 $ 119,880.00 $ 33 10/1/2018 $ 40,968.00 34 4/1/2019 $ 123,528.00 $ 35 10/1/2019 $ 38,697.00 36 4/1/2020 $ 125,097.60 $ 37 10/1/2020 $ 36,537.60 38 4/1/2021 $ 126,777.60 $ 39 10/1/2021 $ 34,454.40 40 4/1/2022 $ 130,281.60 $ 41 10/1/2022 $ 31,881.60 42 4/1/2023 $ 131,721.60 $ 43 10/1/2023 $ 29,385.60 44 4/1/2024 $ 134,985.60 $ 45 10/1/2024 $ 26,745.60 46 4/1/2025 $ 136,185.60 $ 47 10/1/2025 $ 24,009.60 48 4/1/2026 $ 139,209.60 $ 49 10/1/2026 $ 21,129.60 50 4/1/2027 $ 142,089.65 $ 51 10/1/2027 $ 18,105.60 52 4/1/2028 $ 146,745.60 $ 53 10/1/2028 $ 14,809.20 54 4/1/2029 $ 149,209.20 $ 55 10/1/2029 $ 11,365.20 56 4/1/2030 $ 151,525.20 $ 57 10/1/2030 $ 7,773.60 58 4/1/2031 $ 155,613.60 $ 59 10/1/2031 $ 3,985.20 60 4/1/2032 $ 159.505.20 $ $ 41,246.50 $ $ 40,426.50 S $ 42,163.00 $ $ 44,079.50 $ $ 44,996.00 S $ 47,912.50 S S 49,829.00 $ $ 51,745.50 $ S 53,662.00 $ S 57,495.00 S S 59,411.50 S $ 63,244.50 S S 67,005 .50 S S 68,994.00 S S 72,827.00 $ $ 76,660.00 S $ 82,409.50 S S 86,242.50 S S 90,075.50 $ S 95,825 .00 $ $ 99,658.00 S S 104,207.50 $ S 111,216.50 $ S 117,110.00 $ S 126,285.00 $ $ 128,405.50 S $ 134,155 .00 $ S 139,905.00 $ $ 147,570.50 $ $ 155,236.50 S S 2,500,000.00 61,324.70 $ 2,500,000.00 61,324.70 S 2,458,753.50 61,596.00 $ 2,458,753.50 61,489.50 S 2,418,327.00 60,840.00 $ 2,418,327.00 60,917.00 S 2,376,164.00 59,784.00 S 2,376,164.00 59,864.50 S 2,332,084.50 58,864.50 S 2,332,084.50 58,680.00 S 2,287,088.50 59,764.00 S 2,287,088.50 57,845.90 S 2,239,176.00 56,798.40 S 2,239,176.00 56,889.40 S 2,189,347.00 55,800.00 S 2,189,347.00 55,894.50 S 2,137,601.50 54,763.20 S 2,137,601.50 54,861.20 S 2,083,939 .50 53,654.40 S 2,083,939 .50 53,759.40 $ 2,026,444.50 52,214.40 $ 2,026,444.50 52,322.90 $ 1,967,033.00 50,577.60 $ 1,967,033.00 50,693.10 S 1,903,788.50 48,835.20 S 1,903,788.50 49,029.70 S 1,836,783.00 46,987.20 S 1,836,783 .00 47,113.20 $ 1,767,789 .00 45,086.40 $ 1,767,789.00 45,219.40 S 1,694,962.00 43,080.00 S 1,694,962.00 43,220.00 $ 1,618,302.00 40,968.00 $ 1,618,302 .00 41,118.50 S 1,535,892.50 38,697.00 $ 1,535,892.50 38,855.10 S 1,449,650.00 36,537.60 $ 1,449,650.00 36,702.10 $ 1,359,574.50 34,454.40 S 1,359,574.50 34,456.60 S 1,263,749.50 31,881.60 $ 1,263,749.50 32,063.60 S 1,164,091.50 29,385.60 S 1,164,091.50 30,778.10 $ 1,059,884.00 26,745.60 $ 1,059,884.00 24,969.10 S 24,009 .60 S 22,099.60 S 21,129.60 S 15,804.65 $ 18,105.60 $ 18,340.10 $ 14,809.20 S 15,054.20 $ 11,365.20 S 11,620.20 S 7,773.60 S 8,043.10 S 3,985.20 S 4,268.70 $ 948,667.50 948,667.50 831,557.50 831,557.50 705 ,272.50 705,272.50 576,867.00 576,867.00 442,712.00 442,712.00 302,807.00 302,807.00 155,236.50 155,236.50 $ 4,913,115.85 $ 2,500,000.00 $ 2,413,115.85 103 PERMANENT LOAN PROMISSORY NOTE U.S. $ 2,553,837.00 April 23, 2009 FOR VALUE RECEIVED, Mark Richman Properties, Inc., a Florida corporation ("Borrower"), whose address is 5829 SW 73 rd Street Number I , South Miami, Florida 33143, promises to pay to the order of The City of South Miami ("Lender"), whose address is 6130 Sunset Blvd. South Miami, Florida 33143 or at such other place as the Lender may from time to time designate in writing, the amount of TWO MlLLION FIVE HUNDRED FIFTY THREE THOUSAND EIGHT HUNDRED AND THIRTY SEVEN AND 0011 00 DOLLARS ($2,553,837.00), (the ''Loan'')or as much thereof as may have been disbursed, together with interest payable on tbe unpaid principal balance from time to time outstanding from the date hereof, payable as hereinafter set forth : The entire outstanding principal balance together with all accrued interest due thereon shall be due and payable on May 1, 2033. The net interest cost shall average 4.38% over the term ofthe loan Note (the "Note Rate"). All payments of principal and int erest due hereunder shall be made in accordance with the payment schedule attached on Exhibit 1. All payments shall be made without notice or demand and shall not be subject to any claim or offset of any kind whatsoever .. The whole of the principal then remaining unpaid, together with all unpaid interest accrued thereon and all other amounts payable under this Note and the Mortgage (as hereinafter defined) shall become immediately due and payable, at the option of the Lender, after default in the payment of any installment of principal or interest for a period of fifteen (15) days after the receipt of written notice at the address contained herein .. The Borrower shall have the right, at any time or from time to time, without penalty or premium, to prepay alJ or part of the unpaid principal amount outstanding under this Note. Any prepayment of this Note, either in whole or in part, shaH be applied by the Lender first to accrued int erest and then to principal. The Borrower under tbis ote agrees to pay the Lender all costs incurred by Lender in connection with the execution, collection enforcement and interpretation of this Note or the Mortgage. Such costs include, without limitation , Florida documentary stamp tax, intangibl e tax., reasonable fees for the services of counsel and legal assistants employed to en force or collect tlllS Note, whether or not suit be brought, and whether incurred in connection with collection, pre-trial, trial, appeal or otherwise. In any acti on is brought to enforce this Note or to rescind the same, or to collect damages for an alleged breach hereof, or for a declarator y judgment hereunder , the p r evailing party in such action or arbitration, whether Lender or Borrower, shall be entitled to an allowance fir reasonable 104 attorney's fees (whether at the pretrial, trial or appellate levelO in addition to cost of suit or arbitration. The remedies of the Lender as provided herein shall be cumulative and concurrent, and may be pursued singly, successively or together, at the sole discretion of the Lender and may be exercised as often as occasion therefore shall arise. No act of omission or commission of the Lender, including specifically any failure to exercise any right remedy or recourse, shall be effective, unless set forth in a written document executed by the Lender, and then only to the extent specifically recited therein. A waiver or release with reference to one event shall not be construed as co ntinu ing, a bar to, or as a waiver or release of any subsequent right remedy or recourse as to any subsequent event. 'This Note shall be subject to, construed and enforced in accordance with the laws of the State of Florida and shall be binding upon the successors and assigns of the respective parties hereto. The term "Lender" as used herein shall include any holder of this Note. The Borrower hereby: (a) except as otherwise expressly provided herein, waives demand, notice of demand, presentment for payment, notice of nonpayment or dishonor, protest, notice of protest and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payme.nt of this Note; (b) agrees to any substitution, addition, or release of any collateral or any party or person primarily or secondarily liabl e hereon. Upon the occurrence of any of the following events, each of which shall constitute a default hereunder, all sums due hereunder shall thereupon or thereafter, at Lender's option , become due and payable sixty (60)days after wIitten demand received by Borrower from Lender: making of a general assignment by Borrower for the benefit of creditors, appointment of or taking possession by a receiver, trustee or custodian or similar official for Borrower or institution by or against Borrower of any kind of insolvency proceedings or any proceeding or dissolution or liquidation of Borrower which is not dismissed within thirty (30) days ofthe filing thereof. Any notice, request, demand, instruction or other communication to be given to either party, shall be in writing and shall be sent by certified mail, return receipt requested, or by overnight express mail service, as follows: If to Lender: with copy to: If to Bon-ower: City of South Miami 6130 Sunset Blvd South Miami, Florida 33143 Attention: Ajibola Balogun City Manage Luis Figueredo Nagin Gallop Figueredo, P .A. Miami, Florida 33 Mark Richman Properties, Inc . 2 105 with copy to: 5829 SW 73 rd Street Suite Number 1 South Miami, Florida 33143 Attention: Mark Richman George McArdle 201 Alhambra Circle, #711 Coral Gables, Florida 33134 This Note may not be amended, extended, renewed or modified nor shall any waiver of any provision hereof be effective, except by an instrument in writing executed by the Lender and the Borrower. Any waiver of any provision hereof shall be effective only in the specific instance and for the specific purpose for which given. IN WITNESS WHEREOF the Borrower has caused this Note to be executed by its duly authorized officer as of the day and year first above written. BORROWER: \ Mark Richman Properties, INC. [Corporate Seal] 3 106 ;53837 Note Amortization Schedule.x . Pay No. Date Total Pal£ment Pr inciQa l Interest Balance 4 /23/20.0.9 $2,553,837.0.0. 1 11/1/20.0.9 $65,332 .50. $0..0.0. $65,332.50. $2,553,837.0.0. 2 5/1/20.10. $126 ,0.28.50. $60.,790..50. $65 ,238 .0.0. $2,493,0.46 .50. 3 11/1/20.10. $64,118.58 $0.0.0. $64,118 .58 $2,493,0.46 .50. 4 5/1/20.11 $127,0.62.58 $63,0.42.0.0. $64,0.20..58 $2,430.,00.4.50. 5 11/1/20.11 $62,820..36 $0..0.0 $62,820..36 $2,430.,0.0.4.50. 6 5/1/20.12 $130.,260..36 $67,545.0.0 $62,715 .36 $2,362 ,459.50. 7 11/1/2012 $61,134.36 $0..0.0. $61,134.36 $2,362,459.50. 8 5/1/20.13 $130,822.36 $69,796.50 $61 ,0.25.86 $2 ,292,663 .0.0. 9 11/1/20.13 $59 ,217.94 $0..0.0 $59,217.94 $2,292,663.0.0. 10 5/1/20.14 $133,40.1.94 $74,299.50 $59,102 .44 $2,218,363.50. 11 11/1/20.14 $57,177.88 $0..0.0. $57 ,177.88 $2,218,363.50. 12 5/1/20.15 $135,857 .88 $78,874 .50. $56,983 .38 $2,139,489 .0.0. 13 11/1/2015 $55 ,0.14 .18 $0..00 $55 ,0.14 .18 $2 ,139,489 .00 14 5/1/20.16 $135,942 .18 $81,0.54 .0.0 $54,888 .18 $2,058,435.0.0. 15 11/1/20.16 $52,788.66 $0..0.0 $52,788.66 $2,0.58,435.0.0. 16 5/1/20.17 $138,212 .66 $85,557 .0.0 $52 ,655 .66 $1,972 ,878.0.0. 17 11/1/20.17 $50.,439 .50. $0..0.0. $50.,439 .50. $1 ,972,878.0.0. 18 5/1/20.18 $140.,359.50. $90.,0.60..00 $50.,299 .50. $1,882,818 .0.0. 19 11/1/20.18 $47,966.70. $0..00 $47,966 .70. $1 ,882 ,818 .0.0. 20 5/1/20.19 $144,630..70. $96,814.50 $47,816.20. $1,786,0.0.3.50. 21 11/1/20.19 $45,309 .0.4 $0..0.0. $45,30.9 .0.4 $1,786,0.0.3 .50. 22 5/1/20.20. $146,468.44 $10.1,317.50. $45,150..94 $1,684,686 .00 23 11/1/20.20. $42 ,779.44 $0 .00. $42 ,779.44 $1 ,684,686 .0.0. 24 5/1/20.21 $148,435.44 $105,820..50 $42,614.94 $1,578,865.50. 25 11/1/20.21 $39,965.24 $0..0.0. $39,965 .24 $1,578,865.50. 26 5/1/20.22 $152,538.0.4 $112,575.0.0. $39,963 .0.4 $1,466,290..50. 27 11/1/20.22 $37 ,328 .0.4 $0..0.0. $37,328 .0.4 $1,466 ,290..50. 28 5/1/20.23 $154,224.0.4 $117,0.78 .00 $37 ,146.04 $1 ,349,212.50. 29 11/1/20.23 $34,178.07 $0..0.0. $34,178 .0.7 $1,349,212 .50. 30 5/1/20.24 $158,0.45.64 $125,0.32 .50. $33,0.13 .14 $1,224,180..0.0. 31 11/1/2024 $31,314.64 $0..0.0 $31,314.64 $1,224,180..00. 32 5/1/20.25 $159,450.64 $126,359 .50 $33 ,0.91.14 $1,0.97 ,820..50. 33 11/1/20.25 $28,111 .24 $0 .00. $28,111 .24 $1 ,097 ,820..50. 34 5/1/20.26 $162,991.24 $132 ,970..0.0. $30.,0.21 .24 $964 ,850..50. 35 11/1/20.26 $24,739.24 $0..0.0. $24,739 .24 $964 ,850.50. 36 5/1/20.27 $166,363 .19 $136,299 .00. $30.,0.64 .19 $828 ,551.50. 37 11/1/20.27 $21 ,198.64 $0..0.0. $21,198 .64 $828,551.50. 38 5/1/20.28 $171,814.64 $150.,850..50. $20.,964 .14 $677 ,70.1 .00 39 11/1/20.28 $17,339.11 $0..0.0. $17,339 .11 $677 ,70.1 .0.0. 40 5/1/20.29 $174,699.11 $157,60.5 .0.0. $17,094.11 $520,0.96.0.0. 41 11/1/20.29 $13,30.6.76 $0..0.0. $13,30.6 .76 $520.,0.96 .0.0 42 5/1/20.30. $177,410.76 $164,359 .0.0. $13 ,0.51 .76 $355 ,737.0.0. 43 11/1/2030. $9,10.1.59 $0..00. $9,101.59 $355 ,737.0.0. 44 5/1/20.31 $182,197 .59 $173,365 .50. $8,832 .0.9 $182,371.50. 45 11/1/20.31 $4,666.0.1 $0.0.0 $4,666.01 $182,371.50 46 5/1/20.32 $186,754 .0.1 $182,371.50. $4,382 .51 $0..0.0. $4,409,319.15 $2,553,837.00 $1,855,482 .15 107 PERMANENT LOAN PROMISSORY NOTE U.S. $ 4,547,288.00 April 23, 2009 FOR VALUE RECENED, Mark Richman Properties, Inc ., a Florida corporation ("Borrower"), whose address is 5829 SW 73rd Street Number 1, South Miami, Florida 33143, promis es to pay to the order of The City of South Miami ("Lender"), whose address is 6130 Sunset Blvd . South Miami, Florida 33143 or at such other place as the Lender may from time to time designate in writing, the amount of FOUR MILLION F IVE HUNDRED FORTY SEVEN THOUS, TWO HUNDRED AND EIGHTY ElGHT AND 001100 DOLLARS ($4,547,288.00), (the "Loan")or as much thereof as may have been disbursed, together with interest payable on the unpaid principal balance from time to time outstanding from the date hereo f, payable as hereinafter set forth: The entire outstanding principal balance together with all accrued interest due thereon shall be due and payable on October 1, 2036. The net interest cost shall average 4.35% over the term of the loan Note (the "Note Rate"). All payments of principal and interest due hereunder shall be made in accordance with the payment schedule attached on Exhibit 1. All payments shall be made without notice or demand and shall not be subject to any claim or offset of any kind whatsoever .. The whole of the principal then remaining unpaid, together with all unpaid interest accrued thereon and all other amounts payable under this Note and the Mortgage (as hereinafter defined) shall become immediately due and payable, at the option of the Lender, after default in the paym ent of any installment of principal or interest for a period of fifteen (15) days after the receipt of written notice at the address contained herein .. TIle Borrower shall have the right, at any time or from time to time, without penalty or premium, to prepay all or part of the W1paid principal amount outstanding under tbis Note. Any prepayment oftbis Note, either in whole or in part, shall be applied by the Lender first to accrued interest and then to principal. The Borrower under this Note agrees to pay the Lender all costs incurred by Lender in connection with the executi on, collectio n , enforcement and interpretation of this Note or the Mortgage. Such cos ts include, without limitation, Florida documentary stamp tax, intangible tax, reasonable fees for the services of counsel and legal assistants employed to enforce or collect this Note, whether or not suit be brought, and whether incurred in connection with collection, pre-trial, trial, appeal or otherwise. In any action is brought to enforce this Note or to rescind the same or to collect damages for an alleged breach h ereof, or for a declaratory judgment hereunder, the prevailing party in such action or arbitration, whether Lender or Borrower shall be entitled to an allowance fir reasonable 108 attorney's fees (whether at the pretrial, trial or appellate levelO in addition to cost of suit or arbitration. The remedies of the Lender as provided herein shall be cumulative and concurrent, and may be pursued singly, successivel y or together, at the sole discretion of the Lender and maybe exercised as often as occasion therefore shall arise. No act of omission or commission of th e Lender, including specifically any failure to exercise any right, remedy or recourse, shaD be effective, unless set forth in a written document executed by the Lender, and then only to the extent specifically recited therein. A waiver or release with reference to one event shall not be construed as continuing, a bar to, or as a waiver or release of any subsequent right, remedy or recourse as to any subsequent event. This Note shall be subject to, construed and enforced in accordance with the laws of the State of Florida and shall be binding upon the successors and assigns of the respective parties hereto. The term "Lender" as used herein shall include any holder of this Note. The Borrower hereby : (a) except as otherwise expressly provided herein, waives demand, notice of demand, presentment for payment, notice of nonpayment or dishonor, protest, notice of protest and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment ofthis Note; (b) agrees to any substitution, addition, or release of any collateral or any party or person primarily or secondarily liable hereon. Upon the occurrence of any of the following events, each of which shall constitute a default hereunder, all sums due hereunder shall thereupon or thereafter, at Lender's option, become due and payable sixty (60)days after written demand received by Borrower from Lender: making of a general assigrunent by Borrower for the benefit of creditors, appointment of or taking possession by a receiver, trustee or custodian or similar official for Borrower or institution by or against Borrower of any kind of insolvency proceedings or any proceeding or dissolution or liquidation of Borrower which is not dismissed within thirty (30) days of the filing thereof. Any notice, request, demand, instruction or other communication to be given to either party, shall be in writing and shall be sent by certified mail, return receipt requested, or by overnight express mail service, as follows: If to Lender: with copy to: If to Borrower: City of South Miami 6130 Sunset Blvd South Miami , Florida 33143 Attention: Ajibola Balogun City Manage Luis Figueredo Nagin Gallop Figueredo, P.A. Miami, Florida 33 __ Mark Richman Properties, Inc. 2 109 with copy to: 5829 SW 73 'U Street Suite Number 1 South Miami, Florida 33143 Attention: Mark Richman George McArdle 201 Alhambra Circle, #7 I I Coral Gables, Florida 33 I 34 This Note may not be amended , extended, renewed or modified nor sh all any waiver of any provision hereofbe effective, except by an instrument in writing executed by the Lender and the Borrower. Any waiver of any provision hereof shall be effective only in the specific instance and for the specific purpose for which given. IN WITNESS WHEREOF the Borrower has caused this Note to be executed by its duly authorized officer as ofthe day and year first above written. BORROWER: Mark Richman Properties, INC. [Corporate Seal] 3 110 $4547288 Note Amortization Schedule.xls Pay No. Date Tolal Paymen \ Principa l Interest MRP Balance 4/23/2009 $4,547,288.00 1 10/1/2009 ~183,550.91 $83,360.00 $100,190.91 $4,463,928.00 2 4/1/2010 $98,523.71 $98,523.71 $4,463,928.00 3 10/1/2010 ~186,051.71 $87,528.00 $98,523.71 $4,376,400.00 4 4/1/2011 $96,773.15 $96,773.15 $4,376,400.00 5 10/1/2011 ~188,469.15 $91,696.00 $96,773.15 $4,284,704.00 6 4/1/2012 $94,939.23 $94,939.23 $4 ,284,704 .00 7 10/1/2012 $190,803.23 $95,864.00 $94,939.23 $4 ,188,840.00 8 4/1/2013 $93,021.95 $93,021.95 $4,188,840.00 9 10/1/2013 S193,053.95 $100,032.00 $93,021.95 54,088,808,00 10 4/1/2014 $91,021.31 $91,021.31 $4,088,808.00 11 10/1/2014 S195,221.31 $104,200.00 $91,021.31 $3,984,608.00 12 4/1/2015 $88,416.31 $88,416.31 $3,984,608.00 13 10/1/2015 $196,784.31 $108,368.00 $88,416.31 $3,876,240.00 14 4/1/2016 $85,707.11 $85,707.11 $3,876,240.00 15 10/1/2016 ~198,243.11 $112,536.00 $85,707.11 $3,763,704.00 16 4/1/2017 $82,893.71 $82,893.71 $3,763,704.00 17 10/1/2017 $203,765.71 $120,872.00 $82,893.71 $3,642,832.00 18 4/1/2018 $79,871.91 $79,871.91 $3,642,832.00 19 10/1/2018 S204,911.91 $125,040.00 $79,871.91 $3,517,792.00 ZO 4/1/2019 $76,745.91 $76,745.91 $3,517,792.00 21 10/1/2019 S210,121.91 $133,376.00 $76,745.91 $3,384,416.00 22 4/1/2020 $74,078.39 $74,078.39 $3,384,416.00 23 10/1/2020 S211,622.39 $137,544.00 $74,078.39 $3,246,872.00 24 4/1/2021 $71,241.54 $71,241.54 $3,246,872.00 25 10/1/2021 S217,121.54 $145,880.00 $71,241.54 $3,100,992.00 26 4/1/2022 $68,232.77 $68,232.77 $3,100,992.00 27 10/1/2022 $218,280.77 $150,048.00 $68,232.77 $2,950,944.00 28 4/1/2023 $65,138.03 $65,138.03 $2,950,944.00 29 10/1/2023 $223,522.03 $158,384.00 $65,138.03 $2,792,560.00 30 4/1/2024 $61,871.36 $61,871.36 $2,792,560.00 31 10/1/2024 $224,423.36 $162,552.00 $61,871.36 $2,630,008.00 32 4/1/2025 $58,518.72 $58,518.72 $2,630,008.00 33 10/1/2025 $229,406.72 $170,888.00 $58,518.72 $2,459,120.00 34 4/1/2026 $54,994.16 $54,994.16 $2,459,120.00 35 10/1/2026 $234,218.16 $179,224.00 $54,994.16 $2,279,896.00 36 4/1/2027 $51,297.66 $51,297.66 $2,279,896.00 37 10/1/2027 $234,689.66 $183,392.00 $51,297.66 $2,096,504.00 38 4/1/2028 $47,171.34 $47,171.34 $2,096,504.00 39 10/1/2028 $238,899.34 $191,728.00 $47,171.34 $1,904,776.00 40 4/1/2029 $42,857.46 $42,857.46 $1,904,776 .00 41 10/1/2029 $247,089.46 $204,232.00 $42,857.46 $1,700,54400 42 4/1/2030 $38,262.24 $38,262.24 $1,700,544.00 43 10/1/2030 $250,830.24 $212,568.00 $38,262.24 $1,487,976.00 44 4/1/2031 $33,479.46 $33,479.46 $1,487,976.00 45 10/1/2031 $254,383.46 $220,904.00 $33,479.46 $1,267,072.00 46 4/1/2032 $28,509.12 $28,509.12 $1,267,072.00 47 10/1/2032 $257,749.12 $229,240.00 $28,509.12 $1,037,832.00 48 4/1/2033 $23,351.22 $23,351.22 $1,037,832.00 49 10/1/2033 $265,095.22 $241,144.00 $23,351.22 $796,088.00 50 4/1/2034 $17,911.98 $17,911.98 $796,088.00 51 10/1/2034 $272,159.98 $254,248.00 $17,911.98 $541,840.00 52 4/1/2035 $12,191.40 $12,191.40 $541,840.00 53 10/1/2035 $278,943.40 $266,752.00 $12,191.40 $275,088 .00 54 4/1/2036 $6,189.48 $6,189.48 $275,088.00 55 10/1/2036 $281,277.48 $275,088.00 $6,189.48 $0.00 $7,933,900.15 $4,547,288.00 $3,386,612.15 111 MONTH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTALS BASE AMOUNT AMOUNT SUBJ TO % %DUE AMOUNT DUE CSM CREDIT FOR AV TAX SUBTOTAL BALANCE OWED 2015 MARK RICHMAN PROPERTIES, INC. d/b/a SOUTH MIAMI PARKING GARAGE 2017 PARKING REVENUES HOURLY CREDIT CASH & TOTAL CARDS COINS $39,790 .77 $21,262.25 $6,504.17 $39,627 .50 $21,177 .33 $4,423.10 $42,413.60 $23,721.04 $4,458.17 $38,489.49 $16,746.87 $3,884.31 $36,521 .54 $17,865.37 $3,144.42 $40,041.93 $18,161.61 $2,588.16 $35,954 .61 $14,198.19 $4,104.36 $32,048.31 $13,636.51 $1,889.28 $27,441 .39 $10,215 .99 $1,493.44 $31,743.28 $12,747.64 $2,841.92 $35,836 .73 $17,303.24 $2,634.69 $40,212 .39 $17,549.42 $4,130.79 $440,121 .54 $204,585.46 $42,096.81 $150,000 .00 $290,121 .54 12 .50% $36,265 .19 $43,000 .00 ($6,734.81) $1,878 .37 NET AMOUNTCREDIT DUE FRM CSM ($4,856.44) =- MONTHLY CREDIT CARDS & CHECKS $12,024 .35 $14,027.07 $14,234.39 $17,858.31 $15,511.75 $19,292.16 $17,652.06 $16,522.52 $15,731 .96 $16,153 .72 $15,898.80 $18,532.18 $193,439.27 112 MONTH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTALS BASE AMOUNT AMOUNT SUBJ TO % %DUE AMOUNT DUE CSM CREDIT FOR AV TAX SUBTOTAL NET AMOUNT CREDIT MARK RICHMAN PROPERTIES, INC. d/b/a SOUTH MIAMI PARKING GARAGE 2018 PARKING REVENUES HOURLY CREDIT CASH & TOTAL CARDS COINS $32,743 .88 $13,644.69 $2,483 .02 $31,115 .64 $16,380.54 $802.01 $29,111 .79 $13,627.03 $1,617.05 $28,955.42 $9,915 .91 $1,871.44 $29,851.22 $13,408.05 $2,621.66 $27,107 .99 $11,978 .51 $2,017.99 $27,950 .78 $8,616 .70 $3 ,168.14 $23,142.50 $9,576.60 $925.43 $23,086 .32 $10,053.56 $915.37 $26,890 .31 $11,156 .51 $2,601 .44 $27,839 .87 $12,946.63 $837.39 $30,346 .83 $14,296.13 $3,615.82 $338,142 .55 $145 ,600.86 $23 ,476 .76 $150,000.00 $188,142 .55 12.50% $23,517.82 $43,000.00 ($19,482.18) ($19,482.18) MONTHLY CREDIT CARDS & CHECKS $16,616.17 $13,933.09 $13,867.71 $17,168 .07 $13,821.51 $13,111.49 $16,165 .94 $12,640.47 $12,117.39 $13,132.36 $14,055.85 $12,434.88 $169,064 .93 113 1/17119aI12:21:5945 Page : I MARK RICHMAN PROPERTIES, INC. General Ledger For the Period From Jan 1,2018 to Dec 31, 2018 Filter Criteria includes: I) IDs from 50110 to 50110. Repon order is by ill. Repon is printed with shonened descriptions and in Detail Format. Account ID Date Refe Trans Description DebitAmt CreditAmt Balance Account Description 50110 111118 Beginning Balance METER PARKING REVE 1128/18 CRS CASHICOIN 2,483.02 1128118 CRS PARKING INCOME ON CRE 13,644.69 Current Period Change 16,127.71 -16,127.71 2/1118 Beginning Balance -16,127.71 2128118 CRS PARKING INCOME ON CRE 16,380.54 2128118 CRS CASH/COIN 802.01 Current Period Change 17,182.55 -17 ,182.55 3/1/18 Beginning Balance -33,310.26 3/31/18 CRS PARKING INCOME ON CRE 13,627.03 3/31118 CRS €ASH/COIN 1,617.05 Current Period Change 15.244.08 -15,24408 4/1118 Beginning Balance -48,554.34 4/30118 CRS PARKING INCOME ON CRE 9,915.91 4/30118 CRS CASH/COIN 1,871.44 Current Period Change 11,787.35 -11,787.35 511118 Beginning Balance -60,34169 5/31/18 CRS PARKING INCOME ON CRE 13,408.05 5131118 CRS CASH/COIN 2,621.66 Currenl Period Change 16,029.71 -16,02971 6/1118 Beginning Balance -76.37140 6/30/18 CRS PARKING INCOME ON CRE 11,978.51 6/30118 CRS CASH/COIN 2,017.99 Current Period Change 13,996.50 -13,99650 7/1/18 Beginning Balance -90,367.90 7/31/18 CRS PARKING INCOME ON CRE 8,61670 7/31/18 CRS CASH/COIN 3,168.14 Current Period Change 11,784.84 -11,78484 811 /18 Beginning Balance -102.152.74 8/31118 CRS PARKING INCOME ON CRE 9,576.60 8/31118 CRS CASH/COIN 925.43 Current Period Change 10,502.03 -10,502.03 911118 Beginning Balance -112,654.77 9/30118 CRS PARKING INCOME ON CRE 10,053.56 9/30/18 CRS CASHICOIN 915.37 Current Period Change 10,968.93 -10,968.93 10/1118 Beginning Balance -123.62370 10131/18 CRS PARKING INCOME ON CRE 11,15651 10131118 CRS CASH/COIN 2,601.44 Currenl Period Change \3.757.95 -13,757.95 1111/18 Beginning Balance -137,38165 11/30/18 CRS PARKING INCOME ON CRE 12.946.63 11/30/18 CRS CASH/COIN 837.39 Currenl Period Change 13.784.02 -13,78402 12/1118 Beginning Balance -151.16567 12/31118 CRS CASH/COIN 3,615.82 12/31118 CRS PARKING INCOME ON CRE 14 ,296.13 Current Period Change 17.911.95 -17,911.95 12/31118 Ending Balance -169,077 62 114 1/17/19 all2:22:33.00 Page: 1 MARK RICHMAN PROPERTIES, INC. General Ledger For the Period From Jan 1,2018 to Dec 31, 2018 Filter Criteria includes: I) IDs from 50111 to 50111. Report order is by ID. Report is printed with shortened descriptions and in Detail Fonnat. Account 10 Date Rde Trail! Description DebltAmt CredltAmt Balanee Account DescriptioD 50111 111118 Beginning Balance MONTHLY PARKING RE 1128/18 CRS MONfHL Y PARKJNG 16,616.17 Current Period Change 16,616.17 -16,616.17 211118 Beginning Balance -16,616.17 2128i18 CRS MONTHLYPARKJNG 13,933 .09 Currenl Period Change 13,933.09 -13,933.09 311118 Beginning Balance -30,549.26 3131118 CRS MONTHLY PARKING 13,867.71 Current Period Change 13,867.71 -13,867.71 411118 Beginning Balance -44,416.97 4/30/18 CRS MONlllLYPARKING 17,168.07 Current Period Change 17,168.07 -17,168.07 511118 Beginning Balance -61,585.04 5131/18 CRS MONTHLY PARKING 13,821.51 Current Period Change 13,821.51 -13,821.51 6/1/18 Beginning Balance -75,406.55 6/30118 CRS MONTHLY PARKING 13,111.49 Current Period Change 13,111 49 -13,111.49 711118 Beginning Balance -88,51804 7/31118 CRS MONTHLY PARKING 16,165.94 Current Period Change 16,165.94 -16,165.94 8/1/18 Beginning Balance -104,683.98 8/31/18 CRS MONTHLY PARKING 12,640.47 Current Period Change 12,640.47 -12,64047 9/1118 Beginning Balance -117,324.45 9130/18 CRS MONTHLY PARKING 12,117.39 Currenl Period Change 12,117.39 -12,11739 10/1118 Beginning Balance -129.441.84 10131/18 CRS MONTHLY PARKING 13,132.36 Current Period Change 13,132.36 -13,132.36 11/1118 Beginning Balance -142,574.20 11130/18 CRS MONTHLY PARKING 14,055.85 Current Period Change 14.055.85 -14,055 .85 121)118 Beginning Balance -156.630.05 12131/18 CRS MONTHLY PARKJNG 12,434.88 Current Period Change 12,434.88 -12,434.88 12131118 Ending Balance -169,064.93 115 2 Miami-Dade County. Florida L J OP TAXES NOTICE OF AD VALOREM TAXES AND NON-AD VALOREM /-\SSESSMEr\jTS SEE REVERSE SIDE FOR IMPORTANT INFORMATION 030078 m:amm SOUTH MIAMI Exemptions: NONE MIAMI 5829 SW 5T SUITE 1 50 MIAMI, Fl 33143 5dlooL Board Operating 10,000,000 650400-10,000,000 65;040.00 School Board Debt Service 10,000,000 0.22900 10,000,000 2,290.00 State and Other Florida Inland Navigation Dist 10,000,000 0.03200 10,000,000 320.00 South Florida Water Mgmt Disl 10,000,000 0.12090 10,000,000 1,209.00 Okeechobee Basin 10,000,000 0 .13100 10,000,000 1,310.00 Everglades Construction Proj 10,000,000 0.04170 10,000,000 417 .00 Childrens Trust Authority 10,000,000 0 .44 150 10,000,000 4.415 .00 I Miami-Dade County I County Wide Operating lG,SIJD,OOO 4.66690 10,000,000 46,669.00 County Wide Debt Service l~.OOD,OOO 0,46440 10,000,000 4,644.00 Library District lO,OOO,odo 0.28400 10,000,000 2,840.00 i Fire Rescue Operating 10,000,000 2.42070 10,000,000 24,207.00 Fire Rescue Debt Service 10,000,000 0.00000 10,000,000 .00 I Municipal Governing Board I South Miami Oper;iting 10,000,000 4.30000 10,000,000 43,000.00 SOUTH MIAMI STORM WATER 1.0000 984.450 984.45 8 JANUARY 31, 1019 $ 193,398.54 l' RETI\!N fOI{ YOUP. REcon05 "l' 116 MARK RICHMAN PROPERTIES, INC. d/b/a SOUTH MIAMI PARKING GARAGE 2019 PARKING REVENUES MONTH TOTAL HOURLY JANUARY $30,408 .01 $12,478.17 FEBRUARY $27 ,612.48 $15 ,001 .10 MARCH $30,138.42 $16,634.76 APRIL $29,478 .10 $15 ,812 .35 MAY $28,383 .91 $14,165.41 JUNE $26,750 .90 $13,748.24 JULY $22,430.76 $9,643 .79 AUGUST $27,958 .15 $13,137.12 SEPTEMBER $25,472 .87 $14,025 .63 OCTOBER $26,637.12 $15,708.63 NOVEMBER $31 ,955 .61 $15 ,841.41 DECEMBER $28,882 .60 $17,762.18 TOTALS $336,108.93 $173,958 .79 BASE AMOUNT $150,000 .00 AMOUNT SUBJ TO % $186,108 .93 %DUE 12 .50% AMOUNT DUE CSM $23,263 .62 CREDIT FOR AV TAX $42,140 .00 SUBTOTAL ($18,876 .38) NET AMOUNT CREDIT ($18,876.38) MONTHLY $17,929.84 $12 ,611 .38 $13,503.66 $13,665 .75 $14,218.50 $13 ,002.66 $12 ,786 .97 $14 ,821.03 $11,447 .24 $10,928.49 $16,114.20 $11,120.42 $162,150.14 117 MARK RICHMAN PROPERTIES, INC. d/b/a SOUTH MIAMI PARKING GARAGE 2020 PARKING REVENUES MONTH TOTAL HOURLY JANUARY $31,399 .95 $16,753 .05 FEBRUARY $36,457.62 $20,148.49 MARCH $21,045.77 $9,851.62 APRIL $6,558 .25 $31 .85 MAY $7,997 .37 $1,089.47 JUNE $15,432 .75 $4 ,788.61 JULY $12,710.03 $3,354 .78 AUGUST $14,536 .55 $4,876.40 SEPTEMBER $13,109.27 $4,702.72 OCTOBER $15,088.60 $5,460 .50 NOVEMBER $16,484 .65 $6,137.85 DECEMBER $11,954 .07 $5 ,886 .77 TOTALS $202,774.88 $83,082.11 BASE AMOUNT $150,000 .00 AMOUNT SUBJ TO % $52 ,774.88 %DUE 12 .50% AMOUNT DUE CSM $6,596.86 CREDIT FOR AV TAX $37,169.45 SUBTOTAL ($30,572 .59) NET AMOUNT CREDIT ($30,572 .59) MONTHLY $14,646 .90 $16,309.13 $11 ,194.15 $6,526.40 $6 ,907.90 $10 ,644 .14 $9 ,355.25 $9 ,660.15 $8,406 .55 $9 ,628 .10 $10,346.80 $6,067 .30 $119 ,692.77 118 VALUATION & ADVISORY SERVICES CBRE 777 Brickell Ave . Sle . 1100 Miami, FL 33131 T 305-381-6480 F 305-381-6462 www .cbre .com August 30, 2018 Mr. Alfredo Riverol Chief Financial Officer CITY OF SOUTH MIAMI 6130 Sunset Drive South Miami, Florida 33143 RE : Appraisal of: City of South Miami Parking Garage 5829 Southwest 73rd Street South Miami, Miami-Dade County, Florida CBRE, Inc. File No. 18-397MI-1305-1 Resolution No. 099-18-15132 Dea r Mr. Riverol: At your request and authorization, CBRE, Inc. has prepared an appraisal of the market value of the referenced property. Our analysis is presented in the following Appraisal Report . The subject of this appraisal is a parking garage occupying the top three floors of a four-story mixed-use building. The parent building's ground floor retail component is not included in this appraisal. The subject parking garage consists of 387 parking spaces on the 2nd, 3rd, and 4th floors, plus the rooftop parking deck. The improvements were constructed in 2007 and the owner is the City of South Miami. Within the parent build ing, Mark Richman Properties (MRP) owns in fee simple the 8,600 SF portion of the ground floor situated at the southwest corner. The City of South Miami (CSM) owns the remainder of the building, which includes the rest of the ground floor retail and the entire parking garage (our subject) including those portions situated above the MRP ground floor retail. In o r about January 2008, CSM, as lessor, entered into a 50-year lease with MRP, as lessee, that encumbers the city-owned portions of the building . Our analysis revealed favorable lease terms to the tenant, including below market rent for the parking garage and a token rent of $1 per year for the ground floor retail component. In addition, the City abates from the parking garage rent its share of ad valorem taxes, which sometimes results in negative rent due by the tenant (payable by the lessor). The retail rent shifts to a percentage rent basis upon completion of the construction debt service by MRP, which to the best of our knowledge will not occur until October 2036 . These concessions by the City appear to have been motivated by a desire to entice MRP to participate in the development of this property. © 2018 CBRE. Inc. 120 Mr. Alfredo Riverol August 30, 2018 Page 2 At the request of the client, we have appraised the Fee Simple Estate of the parking garage, not including the ground floor retail. No consideration has been given to the existing lease, which bears little resemblance to the market. As an income producing property, our analysis of the subject is based on the achievable market rent, expected industry trends as they apply to the subject, and the overall quality, quantity, and durability of our cashflow forecast. Based on the analysis contained in the following report, the market value of the subject is concluded as follows: MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Value Conclusion As Is Fee Simple Estate July 17, 2018 $4,750,000 Compiled by CBRE The report, in its entirety, including all assumptions and limiting conditions, is an integral part of, and inseparable from, this letter. The following appraisal sets forth the most pertinent data gathered, the techniques employed, and the reasoning leading to the opinion of value. The analyses, opinions and conclusions were developed based on, and this report has been prepored in conformance with, the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), and the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. The intended use and user of our report are specifically identified in our report as agreed upon in our contract for services and/or reliance language found in the report. As a condition to being granted the status of an intended user, any intended user who has not entered into a written agreement with CBRE in connection with its use of our report agrees to be bound by the terms and conditions of the agreement between CBRE and the client who ordered the report. No other use or user of the report is permitted by any other party for any other purpose. Dissemination of this report by any party to any non-intended users does not extend reliance to any such party, and CBRE will not be responsible for any unauthorized use of or reliance upon the report, its conclusions or contents (or any portion thereof). It has been a pleasure to assist you in this assignment. If you have any questions concerning the analysis, or if CBRE can be of further service, please contact us. CBRE © 2018 CBRE, Inc. 121 Mr. Alfredo Riverol August 30, 2018 Page 3 Respectfully submitted, CBRE -VALUATION & ADVISORY SERVICES Hector Diaz, MAl Vice President Cert Gen RZ2803 www.cbre .com/hector.diaz Phone: Fax : Email: © 2018 CBRE, Inc. 305 428-6348 305 381-6462 Hector.J.Diaz@cbre.com James E. Agner, MAl, AI-GRS, SGA, MRICS Sr. Managing Director -Florida/Caribbean Cert Gen RZ382 www .cbre.com/james.agner Phone : Fax : Email: 305 381 -6480 305381-6462 James.Agner@cbre.com CBRE 122 Certification Certification We certify to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in or bias with respect to the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment . 4 . Our engagement in this assignment was not contingent upon developing or reporting predetermined results . 5. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 6. This appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan . 7. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice, as well as the requirements of the State of Florida. 8. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10 . As of the date of this report, James E. Agner, MAl, and Hector Diaz, MAl have completed the continuing education program for Designated Members of the Appraisal Institute. 11. Hector Diaz, MAl, has and James E. Agner, MAl, has not made a personal inspection of the property that is the subject of this report . 12. No one provided significant real property appraisal assistance to the persons signing this report. 13. Valuation & Advisory Services operates as an independent economic entity within CBRE, Inc. Although employees of other CBRE, Inc. divisions may be contacted as a part of our routine market research investigations, absolute cl ient confidentiality and privacy were maintained at all times with regard to this assignment w ithout conflict of interest. 14. Hector Diaz, MAl, and James E. Agner, MAl, have not provided services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. Hector Diaz, MAl Cert Gen RZ2803 City af South Miami Parking Garage, South Miami, Florida © 20 I B CBRE, Inc. James E. Agner, MAl, AI-GRS, SGA, MRICS Cert Gen RZ382 CBRE 123 Subiect Photographs IAerial Views ii City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc, Subject Photographs CBRE 124 Parent building south elevation (subject arking garage is Floors 2-4 Buildin east elevation SW 58th Avenue Building north elevation along aile City of South Miami Parkina Garage, South Miami, Florida © 20 18 CBRE, In c tit Subject Photogrophs Buildin south elevation SW 73 rd Street Building west elevation SW 58th Court Tical arking level CBRE 125 Tical parking level Roof deck parking Street scene: SW 58th Ave northbound tV City of South Miami Parking Garage, South Miami, Florida © 20) 8 CBRE, Inc. Subject Photographs T pical arking level Roof deck parki ng Street scene: SW 73 rd St westbound CBRE 126 Executive Summary Property Name Location Client Highest and Best Use As If Vacant As Improved Property Rights Appraised Date of Report Date of Inspection Estimated Exposure Time Estimated Marketing Time Land Area (Parent Site Zoning Improvements Property Type Number of Buildings Number of Stories Gross Leasable Area Parking Garage Spaces Year Built Effective Age Remaining Economic Life Condition Buyer Profile Financial Indicators Overall Capitalization Rate Pro Forma Operating Data Effective Gross Income Operating Expenses Expense Ratio Net Operating Income VALUATION Sales Comparison Approach Income Capitalization Approach Executive Summary City of South Miami Parking Garage 5829 Southwest 73rd Street, South Miami, Miami- Dade County, FL 33143 City of South Miami Retail or Mixed-Use Continuation of existing improvements Fee Simple Estate August 30, 2018 July 17, 2018 8 Months 8 Months 1.02 AC 44,230 SF SR Specialty Retail Parking Garage within mixed-use bldg Top 3 stories of a 4-story building 107,622 SF 387 2007 10 Years 35 Years Good Investor-Local 6 .00% Total $447,161 $163,407 36.54% $283,754 Total $4,750,000 $4,750,000 Per Unit $1,155 $422 $733 Per Unit $12,273.90 $12,273 .90 CONCLUDED MARKET VALUE Appraisal Premise Interest Appraised As Is Fee Simple Estate Compiled by CBRE v City of South Miami Parking Garage, South Miami, Florida © 20) 8 CBRE, Inc. Date of Value Value July17,2018 $4,750,000 CBRE 127 STRENGTHS, WEAKNESSES, OPPORTUNITIES AND THREATS (SWOT) Strengths/ Opportunities Executive Summ(]ry • The subject is part of a mixed-use bu i lding with ground floor retail that is not included in this appraisal. • A key component that drives the subject's rental income is employees in the local area, and unemployment levels remain low thus helping maintain the subject cashflow. • South Miami voters have recently approved an amendment to the city's charter that will make the revamp of the Shops at Sunset Place easier. Sunset Place is the main retail destination in the South Miami downtown district. • The 5-year period from 2012 to 2017 saw the national parking garage industry revenue recover & grow at a rate of 3.3% to $9 .8 billion . Weaknesses/ Threats • Ride-hailing services like Uber and Lyft are having a notable impact on demand for parking garages and lots. Revenue for the parking garage industry experienced a notable decline in 2016-2017, and is forecast to grow at a more moderate rate of 1.2% over the next five years . • The subject's revenue performance from 2015 -2017 mirrored the industry trends. • The Shops at Sunset Place suffers from a lack of foot traffic and the location has historically underperformed by South Florida retail standards . Its owners say the open-air mall suffers because its design turns inward and should be re-designed . EXTRAORDINARY ASSUMPTIONS An extraordinary assumption is defined as "an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." 1 • None noted HYPOTHETICAL CONDITIONS A hypothetical condition is defined as "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results , but is used for the purposes of analysis ." 2 • None noted OWNERSHIP AND PROPERTY HISTORY Title to the property is currently vested in the name of The City of South Miami , a duly constituted municipality under the laws of the State of Florida. The air rights and improvements directly above the Mark Richman Properties (MRP) parcel, assessed under folio 09-4036-022-0260, appear to have been transferred to the City of South Miami on July 23 rd , 2008, as recorded i n Special Warranty Deed 26495/3644 of the Miami-Dade County Deed Records . The deed 1 The Appraisal Foundation, USPAP, 2078-2079 2 The Appraisal Foundation, USPAP, 2078-2079 City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, Inc VI CBRE 128 Executive Summary appears to contain a scrivener's error as to the effective date of the deed, which is stated as June Th, 2002. We based our conclusion of the effective date on the Notary Public's statement that the deed was executed by Mark Richman on July 23 rd , 2008 and recorded in the public records two days later, on July 25th ; 2008. The client was not able to confirm the actual timing involved, and advised us to rely on the information contained in the public records. According to the documentary taxes of $0.60 associated with this deed, the sale price was $100 indicating a non- arm's length transfer between the parties. The remainder of the parent building that is owned by the City of South Miami is assessed under folio 09-4036-022-0350, and the public record does not indicate a previous transfer of title. To the best of our knowledge, there has been no ownership transfer of the property during the previous three years. EXPOSURE/MARKETING TIME Current appraisal guidelines require an estimate of a reasonable time period in which the subject could be brought to market and sold. This reasonable time frame can either be examined historically or prospectively. In a historical analysis, this is referred to as exposure time. Exposure time always precedes the date of value, with the underlying premise being the time a property would have been on the market prior to the date of value, such that it would sell at its appraised value as of the date of value. On a prospective basis, the term marketing time is most often used. The exposure/marketing time is a function of price, time, and use. It is not an isolated estimate of time alone. In consideration of these factors, we have analyzed the following: • exposure periods for comparable sales used in this appraisal; • the opinions of market participants . The following table presents the information derived from these sources. EXPOSURE/MARKETING TIME DATA Exposure/Mktg. (Months) Investment Type Comparable Sales Data Local Market Professionals CBRE Exposure Time Estimate CBRE Marketing Period Estimate Compiled by CBRE City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, Inc Range Average 2.0 -12.0 7 .0 6.0 -9 .0 8.0 8 Months 8 Months vii CBRE 129 Tobie of Contents Table of Contents Certification ......................................................................................................................... i Subject Photographs ............................................................................................................ ii Executive Summary ............................................................................................................... v Table of Contents .............................................................................................................. viii Scope of Work ..................................................................................................................... 1 Area Analysis ...................................................................................................................... 5 Neighborhood Analysis ....................................................................................................... 8 Parent Site Analysis ........................................................................................................... 16 Improvements Analysis ...................................................................................................... 22 Zoning .............................................................................................................................. 25 Tax Assessment Data ......................................................................................................... 26 Market Analysis ................................................................................................................. 27 Highest and Best Use ........................................................................................................ 33 Sales Comparison Approach ............................................................................................. 34 Income Capitalization Approach ........................................................................................ 41 Reconciliation of Value ...................................................................................................... 48 Assumptions and Limiting Conditions ................................................................................ 49 ADDENDA A Improved Sale Data Sheets B Operating Data C Legal Description D Client Contract Information E Qualifications viii City of South Miami Parking Garage, South Miami, Florida © 20 J B CBRE. Inc . CBRE 130 Scope of Work Scope of Work This Appraisal Report is intended to comply with the reporting requirements set forth under Standards Rule 2 of USPAP. The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered and analysis is applied. INTENDED USE OF REPORT This appraisal is to be used for internal decision making purposes and no other use is permitted . CLIENT The client is City of South Miami . INTENDED USER OF REPORT This appra isal is to be used by the client and no other user may rely on our report unless as specifically indicated in the report. Intended Users -the intended user is the person (or entity) who the appraiser intends will use the results of the appraisal. The client may provide the appraiser with information about other potential users of the appraisal , but the appraiser ultimately determines who the appropriate users are given the appraisal problem to be solved. Identifying the intended users is necessary so that the app raiser can report the opinions and conclusions developed in the appraisal in a manner that is clear and understandable to the intended users . Parties who receive or might receive a copy of the appraisal are not necessarily intended users . The appraiser's responsibility is to the intended users identified in the report, not to all readers of the appraisal report. 3 PURPOSE OF THE APPRAISAL The purpose of this appraisal is to estimate the market value of the subject property. DEFINITION OF VALUE The current economic definition of market value agreed upon by agencies that regulate federal financial institutions in the U.S. (and used herein) is as follows: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acti ng prudently and knowledgeably, and assuming the price is not affected by undue stimulus . Implicit i n this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are typically motivated; 3 Appraisal Institute, The Appraisal of Real Estate, 14th ed. (Chicago: Appraisal Institute, 2013), 50 . City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc. CBRE 131 Scope of Work 2. both parties are well informed or well advised, and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. 4 INTEREST APPRAISED The subject is encumbered by a long-term lease at below market rates. It is the appraisers' understanding that the parties involved were motivated by factors outside the typical underwriting standards involved in such deals, and that the lease bears little resemblance to the market. As a result, no consideration has been given to the existing lease in this appraisal. The value estimated represents the Fee Simple Estate as defined below: Fee Simple Estate -Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat. 5 Leased Fee Interest -The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires. 6 Leasehold Interest -The tenant's possessory interest created by a lease. 7 Going Concern -An established and operating business having an indefinite future life. 8 Extent to Which the Property is Identified The property is identified through the following sources: • postal address • assessor's records • legal description Extent to Which the Property is Inspected CBRE, Inc inspected the readily observable portions of both the interior and exterior of the subject, as well as its surrounding environs on the effective date of appraisal. We did not inspect the roof nor did we make a detailed inspection of the mechanical systems. We are not qualified 4 Interagency Appraisal and Evaluation Guidelines; December 10, 2010, Federal Register, Volume 75 Number 237, Page 77472. 5 Appraisal Institute, The Dictionary of Real Estate Appraisal, 6 th ed. (Chicago: Appraisal Institute, 2015), 90. 6 Dictionary of Real Estate Appraisal, 128. 7 Dictionary of Real Estate Appraisal, 128. 8 Dictionary of Real Estate Appraisal, 102. 2 CBRE City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc 132 Scope of Work to render an opinion regarding the adequacy or condition of these components. The client IS urged to retain an expert in this field if detailed information is required. Type and Extent of the Data Researched CBRE reviewed the following: • applicable tax data • zoning requirements • flood zone status • demographics • income and expense data • comparable data Type and Extent of Analysis Applied CBRE, Inc. analyzed the data gathered through the use of appropriate and accepted appraisal methodology to arrive at a probable value indication via each applicable approach to value. The steps required to complete each approach are discussed in the methodology section. Data Resources Utilized in the Analysis Item: Site Data Size Improved Data Building Area Area Breakdown/Use No. Bldgs. Parking Spaces Year Built/Developed Economic Data Deferred Maintenance: Income Data: Expense Data: Compiled by CBRE APPRAISAL METHODOLOGY DATA SOURCES Source(s): CBRE calculations from site plans CBRE calculations from building plans Lease terms and CBRE calculations CBRE inspection Building plans Public records CBRE inspection, owner and tenant statements Income statements Operating statements -combined for parent building In appraisal practice, an approach to value is included or omitted based on its applicability to the property type being valued and the quality and" quantity of information available. Cost Approach The cost approach is based on the proposition that the informed purchaser would pay no more for the subject than the cost to produce a substitute property with equivalent utility. This approach is particularly applicable when the property being appraised involves relatively new improvements that represent the highest and best use of the land, or when it is improved with relatively unique or specialized improvements for which there exist few sales or leases of comparable properties. 3 CBRE City of South Miami Par ki n}! Gara}!e, South Miami, Florida © 2018 CBRE, Inc. 133 Scope of Work Sales Comparison Approach The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate a value for the subject. Valuation is typically accomplished using physical units of comparison such as price per square foot, price per unit, price per floor, etc., or economic units of comparison such as gross rent multiplier. Adjustments are applied to the physical units of comparison derived from the comparable sale. The unit of comparison chosen for the subject is then used to yield a total value. Economic units of comparison are not adjusted, but rather analyzed as to relevant differences, with the final estimate derived based on the general comparisons. Income Capitalization Approach The income capitalization approach reflects the subject's income-producing capabilities. This approach is based on the assumption that value is created by the expectation of benefits to be derived in the future. Specifically estimated is the amount an investor would be willing to pay to receive an income stream plus reversion value from a property over a period of time. The two common valuation techniques associated with the income capitalization approach are direct capitalization and the discounted cash flow (DCF) analysis. Methodology Applicable to the Subject In valuing the subject, only the sales comparison and income capitalization approaches are applicable and have been used. The cost approach is not applicable in the estimation of market value due to the overall age of the improvements and the lack of investor reliance on this approach. The exclusion of said approach(s) is not considered to compromise the credibility of the results rendered herein. 4 CBRE City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, Inc. 134 Area Analysis I Francis S. Taylor Wildlife ... / IUl<l uc.-=no. ___ __ 5 City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, inc . Area Analysis • Map data ©2018 Google CBRE 135 Area Analysis The subject is located in Miami-Dade County. Key information about the area is provided in the following tables. POPULATION The area has a population of 2,729,889 and a median age of 39, with the largest population group in the 30-39 age range and the smallest population the in 80+ age range. Population has increased by 233,454 since 2010, reflecting an increase of 1.8%. Population is projected to increase by an additional 146,294 by 2023 / reflecting 1.0% population growth. Compiled by CBRE; Source: Esri INCOME The area features an average household income of $74,076 and a median household income of $49,162 . Over the next five years, median household income is expected to increase by 14.2%, or $1,391 per annum. EDUCATION A total of 28.5% of individuals over the age of 24 have a college degree, with 18.0% holding a bachelor's degree and 10.5% holding a graduate degree. City of South Miami Parking Garage, South Miami, Florida © 20 18 CBRE, Inc 6 AREA POPULATION BY AGE 500,000 400,000 I I 300,000 I I I I I 200,000 I 100,000 • ° 0-9 10-19 20-29 30-39 40-49 SO-59 60-69 70-79 80+ 3,000,000 2,900,000 2,800,000 2,700,000 2,600,000 2,500,000 2,400,000 2,300,000 $58,000 $56,000 $54,000 $52,000 $50,000 $48,000 $46,000 $44,000 POPULATION BY YEAR 2010 2018 MEDIAN INCOME BY YEAR 2018 POPULATION BY DEGREE • Bachelor's Degree • Graduate Degree • Other 2023 2023 CBRE 136 Area Analysis EMPLOYMENT Health Care/Social Assistance Retail Trade Accommodation/Food Services Prof/Scientific/Tech Services Construction Educational Services Transportation/Warehousing Admin/Support/Waste MgmtSrvcs Other Services (exel Publ Adm) Manufacturing 0% 2% 4% 6% 10% 12% 14% The area includes a total of 1,266,183 employees and has a 6.0% unemployment rate. The top three industries within the area are Health Care/Social Assistance, Retail Trade and Accommodation/Food Services, which represent a combined total of 34% of the population. Compiled by CBRE; Source: Esr; City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc . 7 CBRE 137 Neighborhood Analysis Neighborhood Analysis \ 1 W81stSt ~ ~? A ~ LOCATION '" '" ~ SW 69th St =r ~ SW70th St San Remo Ave I( San Ignacio Ave (11 ;!! =r SW74th St ~ SW 76th St a- N :::I 0- ~ SW78th St (!) SW 77th Terrace f SW 78th St I[ SW 79th St II -SW 80th St=--= ~~~MLa4ttL~~~~~~------~~-~-~~;-==~~~~-----r .. ~ SW81stSt ~ (11 SW81stSt g; ~ ~ a ~ ~ SW 82nd St 3! SW 82nd St /D ID SW82nd St SW 83rd St SW 83r~ ~ Map data ©2018 Go091e The subject is in the city of South Miami and is considered an infill suburban location. The city of South Miami is situated in southern Miami-Dade County, south of the City of Coral Gables, and north of the Village of Pinecrest. The subject is located about 10 miles south of the Miami Central Business District (CBD). 8 CBRE City of South Miami Parking Garage, South Miami, Florida © 201 B CBRE, Inc 138 NEIGHBORHOOD CHARACTERISTICS Location: (urban, suburban, rural) Built-Up : (>75%,25-50%, <25%) Growth Rate / Change: (rapid, stable, slow) Change in Present Land Use: (not likely, likely·, takingplace*) North : South: East: West : Source: CBRE LAND USE Neighborhood Boundaries US-1 /Oixie Highway SW 80th Street Red Road/SW 57th Avenue US-1 /Oixie Highway Suburban Over 75% Stable Not Likely Neighborhood Analysis Land uses within the subject neighborhood consist of a mixture of commercial and residential development, with commercial uses located along the primary corridors and residential development primarily located along the secondary streets, Also, the neighborhood is just north of the urban core of Downtown Kendall, The median housing value in the one-mile radius of the subject is $494,160, The area generally reflects a white collar, middle and upper income cohort, The Village of Pinecrest is located just to the south of the subject and the City of Coral Gables is located to the north and east of the subject. Both are affluent and are some of the most desirable residential enclaves in the county. The Shops at Sunset Place North of Sunset Drive from the subject is The Shops at Sunset Place, a multi-level, open air shopping mall at the intersection of South Dixie Highway (US 1) and Red Road (West 57th Avenue). The mall opened in 1999 and is owned by Federal Realty, Grass River Property, and Comras Company. It is anchored by AMC Theaters, which is a 24-screen theater having 92,000 SF. It also includes LA Fitness, Splitsville Bowling, Banana Republic, Gap, Forever 21, Buffalo Wild Wings and numerous local shops. Unlike other major malls, aside from the AMC Theaters, there are no other major anchor spaces. The mall has historically struggled to establish a desirable client base and it has struggled to attract larger stores more traditionally associated with regional malls. In October 2015, Simon Property Group sold the mall to Federal Realty, Grass River Property, and the Comras Company for $110 million. Since that time, the new owners have been attempting to secure a zoning change and approvals to redevelop the property to allow for higher density, high-rise structures and add a hotel and residential towers to front South Dixie Highway. However, to date, they have been unsuccessful in those attempts as the City authorities are reluctant to increase density and height at that location . As reported by the Miami Herald in late 2017, the new owners of the failing Shops at Sunset Place planned to sink tens of millions into radically remaking the mall and helping revive the fortunes of South Miami's troubled downtown by adding apartments, a hotel and a public plaza City of South Miami Parkin~ Gara~e, South A:iiami, Florida © 20J 8 CBRE, inc. 9 CBRE 139 Neighborhood Analysis and promenade. Now it looks like the ambitious pedestrian-friendly makeover, which enjoyed broad support from downtown property and business owners and South Miami residents, may not happen in the near future, if at all. In late November 2017, by a 3-2 vote, the city commission rejected a package of special zoning rules that would have allowed the redevelopment of the portion of the mall that sits along U .S. 1. Current regulations restrict building heights to four stories in downtown South Miami. That two- acre redevelopment was the linchpin of a broader plan to revitalize the mall by opening it up to the downtown South Miami streets and turning it into the town's central gathering space. Its owners say the open-air mall is "a sinking ship" because its design turns inward like a fortress . Federal's plan, designed by Miami architect and urban designer Bernard Zyscovich, called for demolishing most of the portion of the mall along U.S. 1 and replacing that with an 18-story hotel and a separate apartment building set amid a green promenade and a public town square. The plan would have added an extensive tree canopy, significantly wider sidewalks and also would have given the rest of the mall a clean, contemporary look by stripping off its dated pastel color scheme and themed decorative detail. Rendering of proposed r edevelopment of Sunset Place Federal, which paid $110 million in 2015 for the mall in partnership with Miami developers Grass River Property and The Comras Company, needed a unanimous vote in favor of the zoning changes to move forward. Even a split vote in favor would have allowed the zoning package to go to a second reading with conditions from commissioners that could have won final approval. An overwhelming majority of speakers in the South Miami commission hearing favored the project, with some downtown business owners pleading with commissioners to approve the project as a way to draw people to revitalize the rest of downtown. The once-thriving district has City of South Miami Parking Garage, South Miami, Florida © 201 8 CBRE, Inc 10 CBRE 140 Neighborhood Analysis appeared to have lost some foot traffic amid increased competition from online retail and revitalized urban districts like Brickell, Dadeland, and Miracle M'ile in Coral Gables. After months of discussion, an amendment to the city's charter was approved by voters on August 28th , 2018. This measure requires only a four-fifths majority vote of the city commission, rather than a unanimous vote, in order to relax the land use code in a downtown district that includes the mall. This measure could allow passage of the zoning changes necessary for the $300 million revamp of the mall to go forward. The existing requirement of unanimity was approved by voters in 2008 as a way of restricting development within the City of South Miami. Mayor Phillip Stoddard maintains the city has paid a steep price for the 2008 referendum, losing out on commercial revenue as its downtown languishes relative to the Dadeland and Coral Gables submarkets. The site of the Shops at Sunset Place at the intersection of South Dixie Highway and West 57th Avenue has seen more than three decades of stagnation. A retail and office complex with a movie theatre called The Bakery Centre first opened there in 1986. It was demolished 10 years later, and Sunset Place was built in 1999 by Simon Properties. Dadeland Mall & Dadeland Station The largest commercial development in the area is Dadeland Mall. This is a super-regional mall containing 1.8 million square feet anchored by Macy's, JC Penney, Nordstrom, Saks Fifth Avenue and the Limited/Express with over 140 specialty stores and is located approximately l-mile south of the subject property. Dadeland Mall is one of the nation's highest grossing malls with sales exceeding $900 per square foot. Current rental rates are approximately $60.00 to $100.00 per square foot and historical occupancy has generally been 98%. A recent addition for the second story to the mall area comprising, 280,000 SF of leasable area and a parking garage were completed in 2012. Another major retail/commercial use includes the Dadeland Station, which is a vertical power center anchored by Best Buy, Bed Bath & Beyond, Michael's and Dick's Sporting Goods and is located at US 1 and SW 85th Street. University of Miami The University of Miami is also a major influence in the neighborhood and is located in Coral Gables just north of the subject. UM is a private research university with more than 16,000 students. The subject is also located across South Dixie Highway from South Miami Hospital. South Miami Hospital opened in 1960 and is currently licensed for 452 beds. It includes care in the following areas: • Maternity services • Help for infants and children with developmental delays and disabilities • Robotic surgery City of South Miami Parking Garage, South Miami, Florida © 20 I 8 CBRE, Inc. 11 CBRE 141 Neighborhood An(]lysis • Addiction treatment • Weight-loss surgery • Comprehensive cancer program • A wide range of outpatient services • Cardiovascular services Downtown Kendall Downtown Kendall is situated just west of South Dixie Highway at North Kendall Drive (AKA SW 88th Street) about 1.25-miles southwest of the subject and encompasses an are·a of about 350 acres. It is located across North Kendall Drive from Dadeland Mall. The goal of the Downtown Kendall Master Plan is to create a recognizable city center amidst a suburban, automobile- dominated community. The highly developed area is an emerging "edge city" urban center with a piecemeal, suburban character. It lies at the convergence of several regional transit corridors (including two Metrorail stations) and the intersections of four heavily traveled arterial roadways that crisscross an intense mixture of retail, offices, hotels, and residential neighborhoods. The study area also includes the well-known Dadeland Mall. While the area has experienced remarkably fast growth and some enjoy the urban character within a suburban area, critics cite the somewhat fragmented development, the relatively poor pedestrian accessibility and visual blight. The master plan identified the structure of the site and recommended that a phased development process be implemented through new written codes. The new codes aim to eliminate the floor-to- area ratio (FAR) as the guiding force for urban design, because of the ratio's inability to control the built environment. The phased approach allows the community to prioritize investments in order to maximize the build-out potentials as the overall tax base increases. The following exhibit shows the boundaries of the Downtown Kendall master plan. 12 CBRE City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc. 142 Neighborhood Analysis Palmetto Expwy . -/ .. ~.:-::,:::, -. I t ACCESS Access to the ove r all subject area is p r ovided via US-1 aka South Dixie Highway. Major highways include the Palmetto Expressway (SR 826) and Don Shula Expressway (SR 874L both located within 2-miles of the subject. Both provide direct access to Florida's Turnpike and Interstate 95, which in turn provide access to the southeastern and northeastern areas of Miami-Dade County, as well as Broward County and beyond to the north. South Dixie Highway (US 1) is a major north/south commercial roadway connecting areas north and south throughout the county. This road is the major commercial roadway in the area and is lined with an array of office and retail developments . Secondary access is from SW 57th Avenue (AKA Red Road), which connects to Sunset Drive one block from the subject. Overall, access to and throughout the neighborhood is considered to be very good. City of South Miami Parking Garage, South Miami, Florida © 20) 8 CBRE, Inc. 13 CBRE 143 Neighborhood Analysis DEMOGRAPHICS Selected neighborhood demographics in from the subject are shown in the following table : SELECTED NEIGHBORHOOD DEMOGRAPHICS 5829 Southwest 73rd Street 1 Mile Radius 3 Mile Radius 5 Mile Radius Miami-Dade South Miami, FL 33143 County Population 2023 Total Population 17,834 11 0,628 351,488 2,876,183 2018 Total Population 16,820 104,916 335,934 2,729,889 2010 Total Population 15,353 96,075 314,942 2,496,435 2000 Total Population 14,169 92,326 302,356 2,253,362 Annual Growth 2018 -2023 1.18% 1.07% 0.91% 1.05% Annual Growth 2010 -2018 1.15% 1.11% 0.81% 1.12% Annual Growth 2000 -2010 0 .81% 0.40% 0.41% 1.03% Households 2023 Total Households 6,919 41,714 128,499 990,182 2018 Total Households 6,530 39,573 123,066 941,884 2010 Total Households 6,019 36,414 116,139 867,352 2000 Total Households 5,692 34,948 110,996 776,774 Annual Growth 2018 -2023 1.16% 1.06% 0.87% 1.01% Annual Growth 2010 -2018 1.02% 1.05% 0.73% 1.04% Annual Growth 2000 -2010 0.56% 0.41% 0.45% 1.11% Income 2018 Median Household Income $71,127 $76,072 $59,486 $49,162 2018 Average Household Income $115,926 $127,998 $101,024 $74,076 2018 Per Capito Income $45,350 $48,764 $37,274 $25,972 2018 Pop 25+ College Graduates 5,649 38,780 98,401 548,601 Age 25+ Percent College Graduates -2018 54 .1% 54.3% 40 .0% 28 .5% Source: ESRI CONCLUSION The subject property is located in an overall infill suburban area and in close proximity to major commercial, residential and institutional developments such as Sunset Place, Dadeland Mall, Downtown Kendall, South Miami Hospital and the University of Miami. The subject benefits from its location along a major retail corridor (Sunset Blvd.) and the close proximity to the hospital and residential enclaves and planned unit developments, major business districts, employment centers and regional transportation links. Neighborhood improvements include residential and commercial uses that are generally in good condition. The outlook for the neighborhood is for stable performance with reasonable rates of appreciation anticipated over the next several years. There is a possibility of high density redevelopment of the Shops at Sunset Place subject to a special election. The subject property appears to conform well to surrounding neighborhood infrastructure and support services. 14 CBRE City of South Miami Parking Garage, South Miami, Florida © 20) B CBRE, Inc 144 FLOOD PLAIN MAP City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, Inc 15 Site Analysis CBRE 145 Site Analysis Parent Site Analysis The following chart summarizes the salient characteristics of the subject site . PARENT SITE SUMMARY AND ANALYSIS Physical Description Gross Site Area Net Site Area Primary Road Frontage Secondary Road Frontage Additional Road Frontage Excess land Area Surplus land Area Shape Topography Zoning District Flood Map Panel No . & Date Flood Zone Adjacent land Uses Earthquake Zone Comparative Analysis Visibility/Frontage Functional Utility Traffic Volume Adequacy of Utilities landscaping Drainage Utilities Water Sewer Electricity Telephone Mass Transit Other Detrimental Easements Encroachments Deed Restrictions Reciprocal Parking Rights Source : Various sources compiled by CBRE I NGRESSjEGRESS Municipal Municipal FP&l 1.02 Acres 44,230 Sq . Ft . 1.02 Acres 44,230 Sq . Ft . SW 73rd St 280 Feet SW 58th Ct 158 Feet SW 58th Ave 158 Feet None n/a None n/a Rectangular level, At Street Grade SR Specialty Retail 12086C0458l 11-Sep-09 Zone X (Unshaded) Retail, Restaurant, and Office uses N/A Good; 3 streets Average Average Rating Assumed adequate Adequate Assumed adequate Provjder Availabili ty Yes Yes Yes Private Providers Miami-Dade Mass Transit Yes Yes N..Q X X X X Unknown Ingress and egress is available to the parent site via a 3D-foot driveway from SW 58'h Court. 16 CBRE City of South Miami Park ing Garage, South Miami, Florida © 20 J 8 CBRE, Inc 146 Site Analysis EASEMENTS AND ENCROACHMENTS There are no known easements or encroachments impacting the site that are considered to affect the marketability or highest and best use. It is recommended that the client/reader obtain a current title policy outlining all easements and encroachments on the property, if any, prior to making a business decision. COVENANTS, CONDITIONS AND RESTRICTIONS There are no known covenants, conditions or restrictions impacting the site that are considered to affect the marketability or highest and best use. It is recommended that the client/reader obtain a copy of the current covenants, conditions and restrictions, if any, prior to making a business decision. CONCLUSION The subject site is well-suited to a variety of commercial and retail uses with adequate access and visibility. The size of the site is typical for the area and use, and there are no known detrimental uses in the immediate vicinity. Overall, there are no known factors which are considered to prevent the site from development to its highest and best use, as if vacant, or adverse to the existing use of the site. City of South Miami Parking Garage, South Miami, Florida © 20 18 CBRE, Inc . 17 CBRE 147 IMPROVEMENTS LAYOUT -SECOND FLOOR :1 . • I f , City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, In c. 18 Improvements Analysis ~-, ~! ~ ---!: , I .I . -: : CBRE 148 THIRD FLOOR PLAN . -"""~-;1" Q , . ;1 - 1 ~i .1 I ;1 :I ,I '( .1 'j l....:::. City of South Miami Parking Garage, South Miami, Fl o rida © 2018 CBRE, Inc . -I II ;1; Ii ii [ [ ilI' ~ ~ i III i'-II , , .. ' ~ <1-, . P" .j l' . \' r . ---, I, 19 Improvements Analysis h 1 I II IJ I I "-j I ;1 :1 ~I ~ rg f '4lI .,.. I, , r; II 1= ~! t '[-, ;1 ~. • I • L ~L ";;' t C BRE 149 FOURTH FLOOR PLAN !.1 I I . I 4;.;, • .. ' "0-.,.. _ t=:=t=== o.; .... ~ (I !:'J" •... , e ··f .:..... _::_"_" _11-=-__ --..."... ---- City of South Miami Parking Garage, South Miami, Florida © 201 B CBRE, Inc 20 Improvements Analysis .. -.-+ '-' --I 1..- CBRE 150 ROOF LEVEL PLAN ;=-~------:-o----.'---------~:c;------- 1 -I I .1 _ I I -1'- I . I ' • ;1 I ..• u_ ! II I 1'- t rity nf South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc. -rt ~~I·""--- ! n 21 Improvements Analysis CBRE 151 Improvements Analysis I mprovements Analysis The following chart shows a summary of the improvements . IMPROVEMENTS SUMMARY AND ANALYSIS Properly Type Number of Buildings Number of Stories Gross Leasable Area Parking Spaces: Parking Ratio (per 1,000 SF GLA ) Year Built Actual Age Effective Age Total Economic Life Remaining Economic Life Age/Life Depreciation Functional Utility Improvement Summary Description Foundation Frame Exterior Walls Interior Walls Roof Exterior Lighting Interior Lighting Plumbing Elevators/Stairwells Life Safety and Fire Protection Furnishings Landscaping Rei nforced concrete Steel Painted masonry Sealed concrete Finished parking deck Mercury vapor fixtures Mercury vapor and/or LED fixtures Assumed adequate Two passenger elevators and two stairwells Sprinklers and pull stations Personal properly excluded Shrubs and decorative trees on the parent site Source: Various sources compiled by CBRE CONSTRUCTION CLASS Building construction class is as follows: Parking Garage (within a mixed -use building) 1 Top 3 stories of a 4-story building 107,622 SF 387 3 .60 2007 11 Years 10 Years 45 Years 35 Years 22.2% Typical Good x X X X X X X X X X N/A X Comparative Rating Avg. Fair Poor C -Masonry/concrete ext. walls & wood/steel roof & floor struct., exc. concrete slab on grade The construction components are assumed to be In working condition and adequate for the building. The overall quality of the facility is considered to be average for the neighborhood and age. However, CBRE, Inc. is not qualified to determine structural integrity and it is recommended that the client/reader retain the services of a qualified, independent engineer or contractor to determine the structural integrity of the improvements prior to making a business decision. City of South Miami Parking Garage, South Miami, Florida © 20) 8 CBRE, Inc . 22 CBRE 152 Improvements Analysis ECONOMIC AGE AND LIFE CBRE, Inc.'s estimate of the subject improvements effective age and remaining economic life is depicted in the following chart: Actual Age Effective Age ECONOMIC AGE AND LIFE MVS Expected Life Remaining Economic Life Accrued Physical Incurable Depreciation Compiled by CBRE 11 Years 10 Years 45 Years 35 Years 22 .2% The remaining economic life is based upon our on-site observations and a comparative analysis of typical life expectancies as published by Marshall and Swift, LLC, in the Marshall Valuation Service cost guide. While CBRE, Inc. did not observe anything to suggest a different economic life, a capital improvement program could extend the life expectancy. CONDITION ANALYSIS The appraisers are not aware of any items requIring immediate attention. The observable portions of the subject improvements appear to be adequately maintained in average to good condition. CONCLUSION The improvements are considered to be in good overall condition and are considered to be typical for the age and location in regard to improvement design and layout, as well as interior and exterior amenities. Overall, there are no known factors that could be considered to adversely impact the marketability of the improvements. 23 CBRE City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc 153 ZONING MAP --, 7331 L_ l eo ... eo It) o -" 8WJ 72ND 8T r-732O -I \=,-' 7301 -1'0 , 585°_'i -=-_ L ~ ~---. _ r-~ ----Cf) 1 \ \ 0) 7400 I . 5875 I m 5801 5791 ~ I It) I Zoning 7390 7400 ---------... ~······-···-·····-·-·····r·-~~ - • • 7A'ln C f 24 dy 0 South Miami Parking Garage, South Miami, Florida CBRE © 201 8 CBRE, Inc 154 Zoning Zoning The following chart summarizes the subject's zoning requirements . Current Zoning Legally Conforming Uses Permitted Zoning Change Category Minimum Lot Size Minimum Frontage Maximum Height Minimum Setbacks Front Yard Street Side Yard Interior Side Yard Rear Yard Maximum Bldg. Coverage Maximum FAR Source: Planning & Zoning Dept. ZONING SUMMARY SR Specialty Retail Yes Multifamily residential, Daycare, Gov't Administration, Offices (professional & medical), Banks, Personal Svcs, Hotel/Motel, Laboratory (medical/dental), Physical Fitness Facility, Retail, Pharmacy/Drug Store, Grocery, Restaurant, and Parking Lot. Potentially, subject to upcoming special election 5,000 Sq. Ft. 50 Feet 4 Stories/50 Feet 10 Feet 10 Feet 10 Feet 1.60 Zoning Requirement 25 City nf Snllth Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc. CBRE 155 Tox Assessment Doto Tax Assessment Data Real estate in Miami-Dade County is assessed at 100% of the assessor's estimated "Just Value". Just Value has been equated to market value less closing costs. The assessment for real estate purposes is made as of January 1, of each year. The county commission sets the millage rate to be used in calculating the tax bill in September or October of each year. The Miami-Dade County tax collector issues the tax bills providing for a 4% discount if the bill is paid in November, 3% for bills paid in December, 2% for bills paid in January, and a 1 % discount for February payment. All tax bills are delinquent after March 31 of each year. Prudent management normally pays taxes in November in order to save 4% on the tax bill. In our income projections, we have assumed the owner will take advantage of the early payment discount. The subject's market value, assessed value, and taxes are summarized below, and do not include any furniture, fixtures and equipment. AD VALOREM TAX INFORMATION Parcel Assessor's Parcel No . Parcel Description 2016 2017 Pro Forma par 09 -4036-022 -0350 CSM Relail & Parki ng Ga rag e 9 ,548,500 10,000,000 Subject Parking 2 09-4036-022-02~0 Pa rking Garage ove r M RP Bld g 1,768,000 1,845,000 Garage Only Subtotal $11 ,316,500 $11,845,000 $4,750,000 Assessed Value @ 100% 100% 85% 11,316,500 11,845,000 $4,037,500 General Tax Rate (per $1,000 A.V.) 20.263800 19.882400 19.882400 Ad Valorem Taxes : $229,315 $235,507 $80,275 Non-Ad Valorem Taxes : Total Taxes : $229,315 $235,507 $80,275 less 4 % early pay discount : (9 ,173) (9 ,420) (3,211) Net Taxes: $220,143 $226,087 $77,064 Source: Assessor's Office The historical tax burdens shown in the table above correspond to all of the city-owned properties within the parent building . This includes the majority of the ground floor retail , which is assessed at a higher rate than the subject parking garage. Our pro-forma tax burden for the subject parking garage only is also shown in the table above. It stands to reason that our tax forecast for the subject is lower than that of the combined property. Based on the foregoing, the total taxes for the subject have been estimated as $77,064 for the base year of our analysis, based upon an assessed value of $4,037,500 or $38 per square foot. This is below the current and historical assessment for the combined parking garage and ground floor retail. For purposes of this analysis, CBRE, Inc. assumes that all taxes are current. City of South Miami Park ing Garage, South Miami, Florida © 201 B CBRE, Inc. 26 CBRE 156 Market Analysis Market Analysis The market analysis forms a basis for assessing market area boundaries, supply and demand factors, and indications of financial feasibility. The IBIS World Report, Parking Lots and Garages in the US, dated November 2017 has been utilized for this section of the report. PARKING GARAGE INDUSTRY OVERVIEW Over the five years to 2017, the performance of the Parking Lots and Garages industry hos been largely positive. Aside from a small blip in 2017, overall increases in parking rates over the five years to 2017 and improvements in travel figures contributed to the industry's furthermore, non- consumer sectors like hospitals, universities and municipalities, increasingly used outsourced parking services, which benefited industry revenue. As a result, industry revenue has grown at an annualized rate of 3.3% over the five years to 2017 to reach $9.8 billion. As the auto market continues to round out and gasoline prices remain depressed, parking services are likely to continue growing over 2017. IBISWorid estimates that revenue will fall 2 .6% in 2017 as gas prices rise and consumer driving settles down . Over the past five years, the largest providers of parking services have engaged in mergers and acquisitions. In 2012, the industry's largest companies merged when Standard Parking Corporation purchased Central Parking Corporation. Laz Parking also made a series of acquisitions during this period with the financial backing of its co-owner Vinci. In the midst of large-scale consolidation, small non-employing operators have entered the industry at a faster rate than those that have withdrawn from it. Consequently, the average industry operator IS becoming leaner, with establishments per enterprise declining over the past five years. Over the five years to 2022, industry growth is expected to slow, with revenue increasing at an annualized rate of 1.2% to $10.4 billion. This sluggish growth partly reflects the stabilization of demand for parking from the growth rates experienced during the recovery and also reflects an expected decline in the near future arising from rising fuel costs once oil prices recovery. Although demographics will continue to push the number of drivers and potential industry customers higher, the rate of increase will slow later in the outlook period . This will be due to headwinds, including rising oil prices and interest rates, which will reduce disposable income and thus the ability of individuals to purchase vehicles. Moreover, the overall growth of operators will bring about the effects of saturation, as more operators compete for slow-growing revenue. 27 CBRE City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc. 157 Industry at a glance Key Statistics Snapshot Market Share 16 .;% I • •• Key EXternal D rlVQ/S Industry Structure Current Performance Market Analysis Revenue Annual Growth 12-17 Annual Growth 17·22 $9.8bn 3.3% 1.2% Profit Wages Businesses $1.7bn $3.1bn 10,039 Revenuevs.emplaymentgrowth 8 :, 8. j u M 0 .... ~-----------------------Year 09 11 .~ 13 15 17 19 21 23 .EmpIay""""t Products and services segmentation (2017) 9 .1% Oft.5ttoGl partng on loIS-wE01l!lY or mOothly 12.7 % Val;t pmIt1ng Off-street 6.6% 0thIlf Nimber of motorvehlde reglstratl ons 2 ~ 0 1! u M -2 ------------------- Year 10 12 14 16 18 20 22 38.3% Ufe Cyde Stage MotUI2 REgulation LeYel Llqht ReYenue VoIatJllty MeiJlUfT. Technology Change cOW ......... . ...................................... . Capital IntenSity L)w Bamers to Entry ~ow ............................................ Industry AsslStDnce Low Industry Globalizatlon ... -.... -................ ,. ........ " ........................................... __ . Concentratlon Level Low Compeotlon Level Hig The Parking Lots and Garages industry comprises companies that provide temporary parking spaces on an hourly, daily, weekly or monthly basis. The industry is highly fragmented, with most operators being small private companies that often operate as single-parking facilities. A little more than a third of companies are estimated to be sole proprietors or non-employers, despite representing less than 5.0% of industry revenue_ Although most enterprises in the industry are City of South Miami Parking Gorage, South Miami, Florida © 20) 8 CBRE, Inc. 28 CBRE 158 Market Analysis local with a few large companies operate on a national scale, accounting for larger portions of industry revenue. In this industry, operators may own or lease parking facilities from which they collect revenue for parking services. More often, however, companies operate under what is known as management contracts and receive a base monthly fee for managing a parking facility that is not their own, especially during times of economic downturn and recovery. For example, industry leader Standard Parking operates over 80.0% of its locations under management contracts. Over the five years to 2017, recovery proved to be the main narrative for the Parking Lots and Garages industry. The industry's growth over the five-year period started moderate, rising in 2013. Over the years that followed, motorists continued to increase in number, as oil prices have continued to fall and overall consumer sentiment has improved. These conditions resulted in high growth over 2015 and 2016. The expected rise in oil prices in 2017 will likely temper consumers' driving once more after several years of strong growth. As a result, IBISWorid expects industry revenue to fall 2.6% over the year. Over the five years to 2017, revenue is expected to increase at an annualized rate of 3.3% to $9.8 billion. Oil Prices & Revenue Growth During the five-year period, demand for industry services was also aided by low oil prices between 2014 and 2016. Although the world price of crude oil fell in 2013, prices did not begin to fall steadily in the United States until the second half of 2014, as production has continued and surpluses have developed. During the period, the Organization of Petroleum Exporting Countries, in addition to US drilling operators continued to produce at steady levels despite the recent decline in price. This exacerbated the oversupply issue and put additional pressure on prices. During this period, the total number of vehicle miles driven in the United States rose strongly relative to historical trends. The spike in motor vehicle miles speaks to the increased demand for driving that comes with low gasoline prices. Moreover, the rise in vehicle miles also corresponds to increased demand for industry services as more vehicles on the road requires more parking spaces. Unsurprisingly, the industry experienced its strongest years of growth during the strongest years of decline in the price of crude oil. In 2017, oil prices are expected to rise significantly; consumers are expected to adjust to the higher gasoline prices and temper their driving. Part of the industry's early recovery attributed to the expansion of management contract operations. These types of operations are less capital intensive than property ownership or lease agreements, which makes them less risky. As operators sought to insulate themselves from volatile real estate cycles, many sold their owned parking facilities and focused on lease and management operations. Sectors that were somewhat resistant to the recession (e .g. hospitals, universities and municipalities) began to outsource their parking services to industry operators, City of South Miami Parking Garage, South Miami, Florida © 20) 8 CBRE, Inc 29 CBRE 159 Market Analysis mitigating industry declines in the earlier years and aiding in a speedy recovery afterward. Together, these markets are expected to comprise 24.7% of industry revenue in 2017. With an overall increase in demand for managed parking services, small private non-employers have been drawn to the industry during the period . IBISWorid expects that the number of industry operators will grow at an annualized rate of 2.1 % to 10,039 over the five years to 2017. During the same period, the number of establishments is expected to grow at a lower annualized rate of 1.4%. This difference is attributed to an increase in the number of non-employers in the industry. With the growth of non-employing operators in the industry, employment is anticipated to have grown at an annualized rate of 2.0% to 153,450 people in 2017. During the five-year period, the rising use of automation technology, including automated pay stations and entry systems, partially constrained employment growth. INDUSTRY OUTlOOK Over the five years to 2022, IBISWorld expects revenue for the Parking Lots and Garages industry to increase at an annualized rate of 1.2% to $10.4 billion. Employment, domestic trips and vehicle registrations will rise during this period, increasing the need for parking services at airports, entertainment venues and central business districts. Furthermore, as construction activity picks up over the period, parking services will be needed in new commercial and residential garages and lots . Additionally, the industry will continue to benefit from municipalities, hospitals and universities outsourcing their parking operations. The restrained pace of industry growth during the period reflects the market's saturation, a sign of a mature industry. Efforts to reduce traffic and federal and state programs to encourage carpooling, mass transit and bicycles will temper growth in the number of cars on the roads and, thus, demand for parking services. IBISWorid projects that industry revenue will grow more slowly as oil prices change over the five-year period. If prices surge in the latter portion of the next five years, there will surface a desire for large, compact and efficient facilities that reduce the need for space by parking service providers. If, however, consumers believe prices will remain relatively low, demand for larger vehicles is expected to grow, boosting demand for industry services . Demand for this former type of space will become increasingly strong as the US population continues to increase and the supply of space becomes constrained. City of South Miami Parking Garage, South Miami, Florida © 20 J B CB RE, Inc. 30 CBRE 160 Major market segmentation (2017) 5.0% MunJdpal a!I1baI 5.5%~ HaspIIDI 122% On-premlse a.Irport 1lt.2% Total $9.8bn College and uWcrnty 40.5% PrivciteIy operated central business district Market Analysis ---------------------------------------------------------- Privately Owned Central Business District The privately operated central business district (CBO) is the largest market served by the Parking Lots and Garages industry with roughly 40.5% of industry revenue. This segment includes privately owned city parking and parking lots for offices, shopping centers and stadiums. Annual revenue per space is about $1,260.00 for unreserved spots and $2,160 .00 for reserved parking in this market, according to the National Parking Association (latest available infor mation). The privately-operated CBO market shrunk significantly following the recession, with 40.0% of parking operators reporting a decrease in revenue in 2010 as local employers went out of business and per capita income and tourism stayed below pre-recession levels. This changed in 2012 when over 60.0% of operators in this market reported revenue growth. This market has rebounded in the five years to 2017 as the recovery continues and consumer spending increases. BARRIERS TO ENTRY The Parking Lots and Garages industry exhibits low barriers to entry. At the minimUm, an operator running a parking facility through a management contract must secure the contract and train and pay workers. Operating in this way requires no capital to buy or rent a facility and the number of employee need not be significantly higher. Parking lot and garage operators and valets are usually employed in this way. Operators that lease or own their facilities face higher barriers to entry. They must have access to the capital to rent or buy a facility that is in a desirable location. Access to productive locations can be difficult to acquire if an area is highly developed . One approach to this dilemma, used by Laz Parking, is to buy underperforming urban land, use it for parking to encourage development and eventually sell it when the market dictates a more profitable use for it. City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc , 31 CBRE 161 All new entrants to the industry must pay for insurance as well as the startup costs associated with the services they provide. The latter can involve buying vehicles, office equipment, automated pay stations, cameras and uniforms for employees. PARKING GARAGE COMPARABLE SALES Special use properties such as parking garages do not transfer frequently. Municipalities, including many Market Analysis Barriers to Entry checklist Competition Higl1 Concentration Low lifuC~leSrog~e __________________ ~~I~~~II"~'~ Capital Intensity Low Technology Change Low Regulation & Policy light Industry Assistance Low SOURCE WNW lBISWORLD COM quasi-governmental agencies and authorities such as airports, convention centers, and sports stadiums own the majority of parking spaces nationwide and do not often sell or purchase these facilities. CONCLUSION Over the five years to 2017, the performance of the Parking Lots and Garages industry has been largely positive; however, over the five years to 2022, industry growth is expected to slow, with revenue increasing at an annualized rate of 1.2% to $10.4 billion. With respect to the subject in particular, we believe it is adequately located for a parking garage that is part of a mixed-use property. The subject is in reasonable proximity to retail destinations, employment centers, and major roadways, and the surrounding developments are experiencing moderate levels of demand. Based upon our analysis, the subject should continue to enjoy average market acceptance. 32 CBRE City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, Inc. 162 Highest and Best Use Highest and Best Use In appraisal practice, the concept of highest and best use represents the premise upon which value is based. The four criteria the highest and best use must meet are: • legally permissible; • physically possible; • financially feasible; and • maximally productive. The highest and best use analysis of the subject is discussed below. AS IF VACANT The property is zoned for retail use and is of sufficient size to accommodate various types of development. The immediate area includes various commercial land uses including retail, restaurant, office, and parking garages & lots. Considering these surrounding land uses, location attributes, legal restrictions and other factors, it is our opinion that a retail and parking oriented use would be reasonable and appropriate. Therefore, it is our opinion that the highest and best use would be for retail-related use, time and circumstances warranting. AS IMPROVED As improved, the subject involves a parking garage within a mixed-use building that has ground floor retail and restaurant uses. The current use is legally permissible and physically possible. The improvements continue to contribute value to the property, and based on our analysis the existing use is financially feasible and the maximally productive use. The most likely buyer for the subject property is as follows: • Investor-Local Therefore, it is our opinion that the highest and best use of the subject, as improved, IS for continued use as a parking garage. City of South Miami Parking Garage, South Miami, florida © 2018 CBRE, inc. 33 CBRE 163 Sales Comparison Approach Sales Comparison Approach The following map and table summarize the comparable data used in the valuation of the subject. A detailed description of each transaction is included in the addenda. n" ,.. .. "oe son SOHORA 'fOUIH OAtCO ·0"''' United States I\,;lnSos Cl t o t I.tN OI~ CO\O~ADO CJf>b.O ,...... 0 •• 'alias o AlIs"" .. ho<dIO~ COl..ttJ' o SilnAnlonJo wry Oh o MIShUIlPI ntll"'AtlA ~ • .. Orl~ 34 City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc . IIInIA,." o Tndlanapo t. Nas lie FN tl -.su. ) WAIH TClo<\lO 6 ;" YUMONT "l:..,tI~ 'V "I~ NevJo PhdO<t.:'lphl~ OR' 10"0 HJ . ~, Vln'~lnl1icn IHllln! Q C'AQ.O ", CttB r rou~ .. out" AOL N" .landO o oTQ mp~ , OnlC~ HI" H."'~S""1tt <;r CBRE 164 Sales Comparison Approach SUMMARY OF COMPARABLE PARKING GARAGE SALES Transaction YOe / No. Avg. Unit GLA Actual Sale Adlus1ed Sale Price Per NOI Per No. Property Name Type Date Reno'd Units Size (SF) Price Price 1 Unit 1 Unit OAR l&C Tower Garage, , 44 51h A.vonuo Nortb Nashville, TN 37219 2. Saven Comers Parking Ramp, 1800 Washington Avenue S Minneapolis, MN 55454 Huntington Parking Garage, 999 Chester Avenue Cleveland, OH 44114 Ocecn Gateway Garage, 167 Fore Street Portland, ME 04101 Bridgeport Parking Garage, 300-314 Fairfield Avenue Bridgeport CT 06604 Holiday Inn Parking Ramp, 234 W, Kellogg Boulevard St , Paul, MN 55102 VOMGarage. 100 S Riverfront Drive Jenks, OK 74037 Beale Streel Garage, 200 South Second Street Memphis, TN 38103 Subi~ City of South Miami Parking Garage, Pro 5829 Southwest 73rd Street Forma Soulh Miami, Fl33143 Sale Apr-lS 1967 305 Sale Oct-'S 1984 329 Sale Nov-IS 1975 1,129 Sale Nov-IS 2008 720 Sale/ Mar-16 1990 878 Allocated Price Sale Aug-16 2005 285 Sale Mar-17 2014 525 Under Jul-18 2007 525 Contrad 2007 387 I Adjusled sale price for cash equivalency, leese-up and/or deferred moinlenance (where applicable) Compiled by CBRE 416 127,000 57,000,000 57,000,000 522,951 51,395 6 .08% 279 91,756 59,500,000 $9,500,000 528,875 52,244 7 .77% 347 391,452 516,250,000 516,250,000 514,393 5992 6 .89% 294 211 ,711 513,100,000 S13,100,000 $18,194 51,087 598% 266 233,112 57,800,000 57,800,000 $8,884 5569 6 ,40% 356 101,568 58,200,000 $8,200,000 $28,772 51,850 6 .43% 347 182.245 S4,000,000 S4,000,000 $7,619 $749 9 ,83% 326 171 ,406 $12,000,000 512,000,000 $22,B57 51,284 5.62% 278 107 ,622 $733 The sales utilized represent the best data available for comparison with the subject. It should be noted that investors In this type of property pay a sale price based upon certain investment criteria. In the analysis of the comparable sales, location IS not considered as critical as is net income flow. It is rare for properties of this size and use to be located in close proximity to each other and to also have transacted on the market in similar time periods. Therefore, properties from other areas can be similar based on investment criteria, although the location varies , DISCUSSION OF IMPROVED SALES Improved Sale One This comparable represents the April 2015 sale of the 305-parking stall, six-level, L&C Tower parking structure in downtown Nashville, TN on the east side of 5th Avenue, north of Commerce Street. It sold for $7,000,000, or $22,951 per stall and $55.12 per square foot. The property was originally listed for $7,500,000 and sold to Elmington Capital Group. The buyer plans to acquire the property for its upside potential due to its location within the downtown CBD core, and the recent and ongoing development of several new hotels and office buildings nearby. Upon purchase, the buyer plans to renovate the property and will attempt to secure parking contracts with some of the newer hotels being developed. Daily parking rates are $10 and special event rates range from $10 to $25. Monthly unreserved spaces are $125, and reserved City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc. 35 CBRE 165 Sales Comparison Approach contracts are $175. With transient (daily) parking included, the occupancy is typically around 100%. The broker involved in the transaction disclosed a stabilized pro forma NOI, with an overall rate of 6.08%. The actual existing 2014 NOI (per OPEX statements) was reported at $444,337 with an overall rate of 6.35%. Improved Sale Two This comparable represents the sale of a 329-parking stall portion of a larger 796-parking stall, five-level, 222,000-square foot parking structure known as Seven Corners Ramp in Minneapolis, MN. The parking structure is connected to a 218-unit student housing apartment complex known as 7West. Both the 329-parking stall portion of the parking structure and apartment building sold together for a total consideration of $54,500,000. The parking structure was constructed in 1984, and was considered to be in average overall condition at the time of sale. The parking garage offers hourly, daily, and monthly parking. In addition, a large amount of business is generating by the adjacent (to the south) hotel . The property was listed on the open market by CBRE and followed a typical sales process. The comparable closed in October 2015 for $9,500,000, or $28,875 per parking stall and $103.54 per square foot of allocated building area (91,756 square feet based on an average stall size of 278.9 square feet). Utilizing historical in-place income and expense figures from CoStar (which included RE taxes, insurance, utilities, labor/payroll, 3rd party management fees, and a reserve for replacements), an overall rate of 7.77% is indicated. Improved Sale Three The comparable is a 1,129 space, 391,452 square foot 5-story CBD parking structure built in 1975 and situated on a lA8-acre site in Cleveland, Cuyahoga County, Ohio. The property sold in November 2015, for $16,250,000, or $14,393.27 per space. Based on the existing financial data, the property sold at a 6.89% overall capitalization rate. Improved Sale Four The comparable comprises the 720 Ocean Gateway Parking garage located in downtown Portland, Maine. The property was marketed for sale through Jones Lang Lasalle and was reported to have gone under contract in December 2014 for approximately $20 million. The offering included an adjoining waterfront development site with an apportioned value of approximtaely $6.90 million indicating a value of approximately $13.10 million for the garage component. The sale price equates to approximately $18,194 per space and a capitalization rate of 5.98% based on the traili ng 12 months income. Improved Sale Five The comparable represents the sale of a six-level parking garage in downtown Bridgeport, CT. The seller confirmed the sale price however, no additional financial information was provided. The property includes about 4,351 square feet of street level retail space . An appraisal that was done for a CT based lender in 2012 confirmed the number of parking spaces and GBA City of South Miami Parking Garage, South Miami, Florida © 20 J B CBRE, Inc 36 CBRE 166 Sales Comparison Approoch measurement. In 2012, the stabilized garage NOI was about $455,000, which would suggest an OAR of about 5.8% based on the current sale price of $7.80 million ($8,883 per space). When adjusting the NOI by 10% since 2012, the current sale would suggest a capitalization rate on the transaction of approximately 6.40%. Improved Sale Six This comparable represents the August 2016 sale of a 285-parking stall, three -level parking structure located at 234 West Kellogg Boulevard in St. Paul, MN. The improvements consist of one, three-story parking structure. The property was constructed in 2005, and in average condition relative to its age. The parking garage consists of two covered stories, and one uncovered (roof) story of parking. There are three entrances to the garage and one exit. All entrances contain automated ticket dispensers, automated gate systems, and security cameras. There is one pay station located on the first floor of the parking garage. The parking garage features one elevator and two sets of stairwells which provide access to all floors of the garage. The property is in the western portion of the St . Paul central business district near a number of hotels, retail, as well as the Xcel Energy Center. Per the parking garage manager, the adjacent Holiday Inn hotel has the right to use up to 175 parking stalls per day. The garage manager indicated that the hotel only pays for the number of stalls they use. In addition, the parking garage offers hourly, daily, monthly and event parking. The property transferred as a fee simple estate. In conjunction with the sale, the buyer MYP REIT entered into a 10-year master lease agreement with Interstate Parking after the close of escrow. The master lease features a fixed base rent as well as percentage rent. Utilizing the in-place fixed rental revenue following the sale, along with the projected expenses to be incurred by the property owner (executed lease is net, excluding property insurance), an overall rate of 6.43% is indicated. Improved Sale Seven This is the March 2017 sale of Power YOM Parking Garage located at 100 South Riverfront Drive, in Jenks, Oklahoma. The five-story,182,245-square foot parking structure was built in 2014, and has 525 parking spaces. It is on the west side of Riverfront Drive, south of East 96th Street. River Walk is a major land use in the area and a tourist attraction, along with the Oklahoma Aquarium and River Spirit Casino and Resort. The sale price was $4,000,000, or $7,619 per parking space, and $21.95 per square foot of building area. The overall capitalization rate, based on pro-forma income, was 9.83%. Improved Sale Eight The comparable is the Beale Street Parking Deck, a six-story parking garage located at 200 S. Second Street in downtown Memphis, Shelby County, Tennessee. The property is located adjacent to the Westin Hotel. The property is also located a block from the Beale Street entertainment district and located within proximity to the FedEx Forum, home to the Memphis Grizzlies (NBA) and University of Memphis men's basketball (NCAA). The garage was constructed in 2007 and located on a 0.7 42-acre site. The garage includes 525 parking spaces with a total GBA of City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, Inc 37 CBRE 167 Sales Comparison Approach 171,406-square feet and direct access to both South Second Street and Lt. George W. Lee Avenue. The garage is fully automated and includes a manager's office, two stairwells, and two passenger elevators. The subject is current pending sale as part of a four-properly parking garage portfolio for a total consideration of $38,000,000. An allocation to the subject was reported by the buyer at $12,000,000. Upon closing, the subject will be master leased to LAZ Parking with a new 5-year lease with a base rent of $530,000 annually, or $1,010 per space. The lease is structured on a modified gross basis with the tenant being responsible for operating expense and the landlord being responsible for real estate tax/ground lease, building insurance, and structural repairs. In addition to the base rent, the lease includes a percentage rent clause of 95% of gross revenues over a $935,000 breakpoint. Based on historical and budgeted revenues, the projected gross revenue should greatly exceed the breakpoint threshold. Based on the provided pro forma, the Year 1 percentage rent is estimated at $297,925 annually, or $567 per space. Therefore, the total Year 1 rent is estimated at $827,925 annually, or $1,577 per space. The parking structure includes two retail spaces. One space is occupied by Purple Haze (night club) and the other space is leased to Adean Nexus (restaurant). LAZ Parking will master lease and manage the whole property; therefore, the retail rental income will be collected by LAZ Parking and LAZ Parking will pay any non-reimbursed expenses associated with the retail tenants. According to the client, a new 5-year lease agreement, plus two 5-year renewal options, is being negotiated with LAZ Parking that will commence at closing of the sale. The seller is affiliated with LAZ Parking, so this transaction represents a sales leaseback. The landlord will be responsible for the ground lease, real estate tax, and insurance expenses. The property has a ground lease/tax agreement with the City of Memphis, which is considered favorable. This agreement expires in 2026 and the ground lease/real estate tax expense will like increase. Based on the year 1 pro forma provided by the purchaser, the calculated capitalization rate is 5.62%. NET INCOME MULTIPLIER ANALYSIS The net income per parking space reflected by the sales are useful when compared to the subject's net income as developed in the Income Approach. As illustrated by the unit of comparison ranges, there is a variance in price per parking space from $7,619 to $28,875 per unit, with an average of $19,068. This indicator is affected by the location of the properly, size of the improvements, age/condition of the improvements, quality of construction and tenancy. Therefore, the price-per-unit index makes direct comparison meaningful only when used in conjunction with the net operating income per unit. Therefore, we did not include an adjustment grid and we have relied on the Net Income Multiplier Analysis. There is a direct relationship regarding the price per unit of each sale and NOI per unit. In general, as NOI increases, so does the sale price a likely buyer is willing to pay. In the case of the subject, the stabilized NOI in the first year of our analysis equates to $733 per parking space. Net income for the comparable sales range from $569 to $2,244 per parking space, with an average of $1,271. We note that the subject's income forecast falls in the bottom half of this City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc. 38 CBRE 168 Sales Comparison Approach range, which should result in an indicated value per parking space also in the lower half of the range indicated by the comparable sales. NET INCOME MULTIPLIER ANALYSIS Sale No. Price/Unit NOI/UNIT NIM Subj NOI/Unit Subj Adj Price/Unit $22,951 $1,395 2 $28,875 $2,244 3 $14,393 $992 4 $18,194 $1,087 5 $8,884 $569 6 $28,772 $1,850 7 $7,619 $749 8 $22,857 $1 ,284 Compiled by CBRE SALE PRICE CONCLUSION 16.45 x 12.87 x 14.52 x 16 .73 x 15.63 x 15 .55 x 10.18 x 17.80 x $733 $733 $733 $733 $733 $733 $733 $733 = $12,059 = $9,433 $10,644 $12,268 $11,457 = $11,401 = $7,463 = $13,053 The Net Income Multiplier Analysis forms a range of indicated values from $7,463 to $13,053 per parking space, but the bulk of the data forms a tighter range from $11,401 to $13,053 per parking space. The following chart presents the valuation conclusion: SALES COMPARISON APPROACH Total Units X 387 X 387 X EGI X $447,161 X $447,161 X VALUE CONCLUSION Indicated Stabilized Value Deferred Maintenance lease-Up Discount Indicated As Is Value Rounded Value Per Unit Compiled by CBRE Value Per Unit = $11,401 = $13,053 = EGIM = 10.0 = 11 .5 = Value $4,411,999 $5,051,519 Value $4,471,610 $5,142,352 $4,750,000 $0 $0 $4,750,000 $4,750,000 $12,274 As additional support, we also extracted the Effective Gross Income Multiplier (EGIM) from those sales where we had sufficient data. Comparables #1, 2, 3, & 6 are summarized in the chart below. City ot South Miami Parking Garage, South Miami, Florida © 2 0) 8 CBRE, Inc. 39 CBRE 169 Sales Comparison Approach EFFECTIVE GROSS INCOME MULTIPLIER ANALYSIS Sale No. Occupancy OER EGIM 100% 38.99% 10.03 2 0% 40.74% 7.62 Subject '00% 36.54% 3 n/a 20.69% 11.51 6 100% 1.33% 15 .34 Compiled by CBRE Comparables #1 & 3 have a central tendency that is bracketed by the other sales and suggest a similar range of indicated values for the subject, as illustrated on the previous page. City of South Miami Parking Garage, South Miami, Florida © 201 8 CBRE, Inc. 40 CBRE 170 Income Capitalization Approach Income Capitalization Approach The following map and table summarize the primary comparable data used in the valuation of the subject. A detailed description of each transaction is included in the addenda . I ~ (J'o N :I 0- J ~I-@ I I -=--SW -48th 51 =--""1L~=",_==-: (J'o N :::; 0- ~ III il ___ !L --==--' MilIer-Dr ---,r-,,--1/)- ~ (J'o N :I 0- j> < CD \1 1: ."======--- ~SW -72nd St =--=- ~M ia 000 ' City of South Miami Parking Garage, South Miami, Florida © 20 18 CBRE, Inc . 41 -Hardee Rd - SW -72nd St "0 ('~6~ ,,~---. / Map data ©2 0 ~8 Google CBRE 171 Income Capitalization Approach Property Name No. and Location 2 3 4 Shops at Sunset Place 5701 Sunset Drive South M iami, Fl 33143 Plaza 57 7301 SW 57th Court South Miami , FL 33143 Shops at Merrick Park 358 San Lorenzo Avenue Coral Gables, Fl33146 South Miami Public Lot 5753 SW 73rd Street South Miami, Fl33143 SUMMARY OF COMPARABLE PARKING GARAGE RATES Type Parking Garage at the retail destination Parking Rates Hourly : 2 Hrs @ $3 plus $1 add'i hour Daily : M-F $8.00; S-S $6.00 Monthly: $50.24-$65 .30 Parking Garage within mixed-use Daily : M-F $8.00; S-S $6.00 building Parking Garage at the retail destination Open parking lot Hourly : 2 Hrs @ $3 plus $1 add'i hour Max daily rate $10.00 Daily : M-Th $6 .00; F-S-S $7 .00 Subj . City of South Miam i Parking Garage Park ing Garage with in mixed-us e Hourly : M-F $1 .50; S-S $2.00 5829 Southwest 73rd Street, building Monthly : $60.00 South Miami, Florida Compiled by CBRE DISCUSSION/ANALYSIS OF RENT COMPARABLES Parldng Spaces 1,762 224 n/a 98 387 The comparable rentals in the chart above represent the most direct competitors of the subject and best indicators of market rent. Three of the four comparables are within walking distance of the subject, and the other is a parking garage associated with another retail destination, the Shops at Merrick Park. It should be noted that Dadeland Ma", the dominant retail destination in South Dade does not charge for parking in their garages. Hourly/Daily Parking Rates Comparables #1, 2, & 4 a" have daily flat rates or max daily rates, and a" form similar ranges of $6 -$8 for weekdays and $7 -$8 for weekends. Comparable #3 has a slightly higher max da i ly rate of $10 for both weekdays and weekends. In addition to these comparables, the South Miami Metrorail station is on the east side of US-1. Like a" other parking garages at the county's metrorail stations, daily parking is $4 .50 per space plus one metrorail fare of $2.25, or $6.75 in total. The South Miami Metrorail Station parking garage does not compete we" with the subject because it is on the opposite side of US-1, a heavily trafficked primary artery. Monthly Parking Rates Only Comparable #1 at Sunset Place offers monthly parking for $50.24 to $65.30 per space per month . We augmented this with the nearest parking garages that offer such terms, and they are a" in or around Coral Gables where demand from office employees is noted. We found four such garages or lots that offer monthly parking rates: • 2601 SW 3Th Avenue, Miami -Parking garage within a 9-story office building . The monthly parking rate is $50. City of South Miami Parking Garage, South Miami, Florida © 201 8 CBRE, Inc 42 CBRE 172 Income Copitolizotion Approoch • 250-264 Almeria Ave, Coral Gables -Municipal Lot #33. The monthly parking rate is $96.30. • 440 Coral Way, Coral Gables -Municipal Lot #23. The monthly parking rate is $107. • 2121 Ponce De Leon Blvd, Coral Gables -Parking garage attached to a 13-story office building. The monthly parking rate is $80. SUBJECT RENTAL INFORMATION The subject parking rates are $2.00 per hour on Thursday and Friday nights and weekends, and $1.50 per hour otherwise. The monthly rate is $60 per month plus sales tax. There is no flat daily rate at this time, which is unlike competing garages and lots . MARKET RENT CONCLUSIONS In order to be consistent with the surrounding parking garage market, we concluded to flat daily rates and monthly rates for the subject. We considered the neighboring garages that are quoting $8.00 on weekdays and $6.00 on weekends, and we based our analysis on these flat daily rates. The quoted monthly rate of $60 per space is effectively bracketed by the Shops at Sunset Place as well as the lots and garages in Coral Gables. Considering the subject quality and location, we reconciled to $60 per space as a reasonable and achievable monthly rate. POTENTIAL RENTAL INCOME CONCLUSION Within this analysis, potential rental income is estimated based upon our market rent survey and the subject's historical performance, which is presented on the following page. Component Hourly, M-F Hourly, S-S Month ly Total Parking Income Compiled by CBRE No. Spaces 122 Spaces 122 Spaces 265 Spaces POTENTIAL GROSS PARKING INCOME Turns Daily Daily Days per per Day Rate Total Month 0.75 $8.00 $732 .00 22.3 0 .85 $6 .00 $622 .20 8.1 Monthly Monthly Annual Rate Total Total $16,324 $195,883 $5,040 $60,478 $60.00 $1 5 ,900 $190,8 00 $37,263 $447,161 The hourly/daily parking is based on estimated turns per day that were extracted from the subject's historical performance. The number of monthly reservations was also extracted from the historical data. OPERATING HISTORY The following table presents available operating data for the subject. The historical rental income is attributed only to the subject parking garage, but the historical expenses are for the entire parent building that includes the subject parking garage and the ground floor retail. City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, In c. 43 CBRE 173 Income Capitalization Approach OPERATING HISTORY Subject Parking Garage Year-Occupancy 2015 2016 2017 CBRE Eslimale Tala I $/Un il Tala I $/Unil Total $/Unil Toiol S/Un il Income -Parking Only Net Rental Incom e $604,330 $1,562 $536,203 $1 ,386 $440,122 $1,137 $447,161 $1 .155 Effective Gross Income $604,330 $1,562 $536,203 $1 ,386 $440,122 $1,137 $A47 ,161 $1 ,155 Expenses -Retail & Parking Combined Real Estate Taxes $170,120 $440 $165,107 $427 $169,565 $438 $77,064 $199 Property Insurance 33,021 85 37,788 98 47,558 123 15,480 40 Mai ntenance/Operating Expenses 136,171 352 149,432 386 133,995 346 61,920 160 Management Fee 1 8,943 23 Reserves for Replace ment Operating Expenses $339,312 $877 $352,326 $910 $351 ,118 $907 $163,407 $422 • (IAg",t. I)'pfwoolty flnm)'Zttd as 0 % of EO ') 0,0% 0.0% 0.0% 20% Source : Operating statements In the market analysis section, we reported how the parking garage industry experienced a strong correction in revenue between 2015 -2017, and the subject's revenue also reflects this trend. Our forecast moving forward calls for moderate but positive revenue growth, which is consistent with expectations for the industry as a whole, and anticipates continued growth and redevelopment locally. On a line item basis, our expense forecast is less than the historical data, which includes the ground floor retail space. Since the subject parking is not assessed by the taxing authority at the same rate as the retail space, and because retail is more resource intensive, we allocated less than 50% of the building's expenses to the subject parking garage. The remaining taxes, insurance, and maintenance/operating expenses would be attributable to the ground floor retail space. We also included a management fee in our expense forecast. VACANCY The estimated vacancy rate for the parking garage is accounted for in the turns per day estimate in our potential rent calculations. EXPENSE REIMBURSEMENTS In parking garages, all operating expenses are included in the hourly, daily, or monthly rents . Additional expense reimbursements are not included in this analysis. EFFECTIVE GROSS INCOME The subject's effective gross income is detailed as follows : EFFECTIVE GROSS INCOME Year 2015 2016 2017 CBRE Estimate Compiled by CBRE City of South Miami Parking Garage, South Miami , Florida © 2018 CBRE, Inc. 44 Total $604,330 $536,203 $440,122 $447,161 $/Unit $1,562 $1,386 $1,137 $1,155 CB RE 174 Income Capitalization Approach Our pro forma estimate is 1.6% higher than the most recent full year due to anticipated moderately improving economic conditions following a general market correction in 2016-2017 . OPERATING EXPENSE ANALYSIS Expense Comparables The following chart summarizes expenses obtained from comparable properties . EXPENSE COMPARABLES Comparable Number 2 3 Subject Location Miami Beach Miami CBO Brickell South Miami, FL Parking Spaces 112 1,152 614 387 Expense Year 2018 Budget 2017 Pro-forma 2016 Pro Forma Revenues $/Unit $/Unit $/Unit $/Unit Effective Gross Income $12,884 $3,758 $2,986 $1,155 Expenses Real Estate Taxes $147 $282 $588 $199 Property Insurance 40 In Assoc Fee 65 40 Maintenance/Operating Expenses 2,102 208 276 160 Management Fee 1 279 In Assoc Fee 45 23 Condo Association Fee 291 124 Reserves for Replacement 25 Operating Expenses $2,593 $781 $1,098 $422 Operating Expense Ratio 20 .1% 20 .8% 36.8% 36.5% I (Mgmt. typically analyzed as a % of EGI) 2 .2% n /a 1.5% 2 .0 % Compiled by CBRE The subject's per unit operating expense pro forma is below the total per unit operating expenses indicated by the expense com parables indicated above. The subject includes an automated POS system and enjoys reduced payroll, operating, and management expenses. Our forecasted tax and insurance burden is in line with the comparable data. DIRECT CAPITALIZATION Direct capitalization is a method used to convert a single year's estimated stabilized net operating income into a value indication. Comparable Sales The overall capitalization rates (OARs) confirmed for the comparable sales analyzed in the sales comparison approach are as follows: City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, Inc 45 CBRE 175 Income Capitalization Approach COMPARABLE CAPITALIZATION RATES Sale Sale Price Sale Date $/SF Buyer's Primary Analysis OAR 1 Apr-15 $55 .12 Static Capitalization Analysis 6.08% 2 Oct-15 $103 .54 Static Capitalization Analysis 7.77% 3 Nov-15 $41.51 Static Capitalization Analysis 6.89% 4 Nov-15 $61 .88 Static Capitalization Analysis 5 .98% 5 Mar-16 $33.46 Static Capitalization Analysis 6.40% 6 Aug-16 $80.73 Price and Capitalization Analyses 6.43% 7 Mar-17 $21 .95 Static Capitalization Analysis 9.83% 8 Jul-18 $70.01 Yield Capitalization Analysis 5.62% Indicated OAR: 5.62%-9.83% Compiled by : CBRE Market Participants The results of recent interviews with knowledgeable real estate professionals are summarized In the following table. OVERALL CAPITALIZATION RATES Respondent Confidential Confidential Jones Lang LaSalle Income Property Trust Compa ny OAR CBRE 5 .00%-6 .00% Parking Property Advisors 5.00%-7 .00% JLL 6 .00% -7 .00% Income Date of Survey Market Income 2Q2018 Market Income 2Q2018 CBD or dense high-rise 3Q2017 & tourist submarket Robert M. Caplin, Principal Next Parking Investment 5.00% -7 .00% Mixed -use & urban 4Q2017 Fund locations Indicated OAR: 5.00%-7.00% Compiled by : CBRE Band of Investment The band of the investment technique has been utilized as a crosscheck to the foregoing techniques. The Mortgage Interest Rate and the Equity Dividend Rate (EDR) are based upon current market yields for similar investments. The analysis is shown in the following table. BAND OF INVESTMENT Mortgage Interest Rate Mortgage Term (Amortization Period) Mortgage Ratio (Loan-to-Value) Mortgage Constant (monthly payments) Equity Dividend Rate (EDR) Mortgage Requirement Equity Requirement Indicated OAR: Compiled by : CBRE City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE, Inc . 46 4.50% 25 Years 75% 0.06670 7.00% 75% x 25% x 100% 0.0667 = 0.05003 0.07000 = 0.01750 0 .06753 6.80% CBRE 176 Income Capitalization Approoch Capitalization Rate Conclusion The following chart summarizes the OAR conclusions . OVERALL CAPITALIZATION RATE -CONCLUSION Source Comparable Sales Market Participants Band of Investment CBRE Estimate Compiled by: CBRE Direct Capitalization Summary Indicated OAR 5.62%-9 .83% 5 .00%-7 .00% 6 .80% 6.00% A summary of the direct capitalization is illustrated in the following chart. DIRECT CAPITALIZATION SUMMARY Income Potential Rental Income Effective Gross Income Expenses Real Estate Taxes Property Insurance Maintenance/Operating Expenses Management Fee Reserves for Replacement Operating Expenses Operating Expense Ratio Net Operating Income OAR Indicated Stabilized Value Rounded Deferred Maintenance Lease-Up Discount Indicated As Is Value Rounded Value Per Unit Compiled by CBRE 2.00% City of South Miami Parking Garage, South Miami, Florida © 201 B CBRE, Inc . 47 $/Unit!yr $1,155 $1,155 $199 40 160 23 0 $422 $733 Total $447,161 $447,161 $77,064 15,480 61,920 8,943 $163,407 36 .54% $283,754 6.00% $4,729,227 $4,750,000 $4,729,227 $4,750,000 $12,274 CBRE 177 Reconciliation of Value Reconciliation of Value The value indications from the approaches to value are summarized as follows: SUMMARY OF VALUE CONCLUSIONS Sales Comparison Approach Income Capitalization Approach Reconciled Value Compiled by CBRE $4,750,000 $4,750,000 $4,750,000 In the sales comparison approach, the subject is compared to similar properties that have been sold recently or for which listing prices or offers are known. The sales used in this analysis are considered somewhat comparable to the subject, yet the required adjustments were based on reasonable and well-supported rationale. In addition, market participants are currently analyzing purchase prices on investment properties as they relate to available substitutes in the market. Therefore, the sales comparison approach is considered to provide a reliable value indication, but has been given secondary emphasis in the final value reconciliation. The income capitalization approach is applicable to the subject since it is an income producing property leased in the open market. Market participants are primarily analyzing properties based on their income generating capability. Therefore, the income capitalization approach is considered a reasonable and s.ubstantiated value indicator and has been given primary emphasis in the final value estimate. Based on the foregoing, the market value of the subject has been concluded as follows: MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Value Conclusion As Is Fee Simple Estate July 17, 2018 $4,750,000 Compiled by CBRE 48 CBRE City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Jne 178 Assumptions and Limiting Conditions Assumptions and Limiting Conditions 1. CBRE, Inc. through its appraiser (collectively, "CBRE") has inspected through reasonable observation the subject property . However, it is not possible or reasonably practicable to personally inspect conditions beneath the so i l and the entire interior and exterio r of the improvements on the subject property. Therefo re, no representation is made as to such matters. 2. The report, including its conclusions and any portion of such report (the "Report"), is as of the date set forth in the letter of transmittal and based upon the information, ma r ket, economic, and p r operty conditi ons and projected levels of operation existing as of such date . The dollar amount of any conclusion as to value in the Report is based upon the purchasing power of the U .S. Dollar on such date. The Report is subject to change as a result of fluctuations in any of the foregoing. CBRE has no obligati on to revise the Report to reflect any such fluctuations or other events or conditions which occur subsequent to such date. 3. Unless otherwise expressly noted in the Report, CBRE has assumed that: (i) Title to the subject property is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value . CBRE has not examined title records (including without limitation liens, encumbrances, easements , deed restrictions, and other cond itions that may affect the title or use of the subject property) and makes no representations regarding title or its limitations on the use of the subject property. Insurance against financial loss that may arise out of defects in title should be sought from a qualified title insurance company . (ii) Existing improvements on the subject property conform to applicable local, state, and federal building codes and ordinances, are structurally sound and se ism ically safe, and have been built and repaired in a workmanlike manner according to standard practices; all building systems (mechanical/electrical, HVAC, elevator, plumbing, etc.) are in good working order with no major deferred maintenance or repair required; and the roof and exterior are in good condition and free from intrusion by the elements. CBRE has not retained independent structural, mechanical, electrical, or civil engineers in connection w ith this appraisal and, therefore, makes no representations relative to the condition of improvements. CBRE appraisers are not engineers and are not qualified to judge matters of an engineering nature, and furthermore structural problems or building system problems may not be visible . It is expressly assumed that any purchaser would, as a precondition to closing a sale, obtain a satisfactory engineering report relative to the structural integrity of the property and the integrity of building systems. (i ii) Any proposed improvements, on or off-site, as well as any alterations or repairs considered will be completed in a workmanlike manner according to standard practices . (iv) Haza rdous materials a r e not present on the subject property. CBRE is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater, mold, or other potentially hazardous materials may affect the value of the property . (v) No mineral deposit or subsurface rights of value exist with respect to the subject property, whether gas, liquid, or solid, and no air or development rights of value may be transferred. CBRE has not considered any rights associated with extraction or exploration of any resources, unless otherwise expressly noted in the Report . (vi) There are no contemplated public initiatives, governmental development controls, rent controls, or changes in the present zoning ordinances or regulations governing use, density, or shape that would significantly affect the value of the subject property . (vii) All required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, nor national government or private entity or organization have been or can be readily obtained or renewed for any use on which the Report is based. (viii) The subject property is managed and operated in a prudent and competent manner, neither inefficiently or super-efficiently . (ix) The subject property and its use, management, and operation are in full compliance with all applicable federal, state, and local regulations, laws, and restrict ions, including without limitation envi ronmenta l laws, seismic hazards, flight patterns, decibel levels/noise envelopes, fire hazards, h ills i de ordinances, density, allowable uses, building codes, permits, and licenses. (x) The subject property is in full compliance with the Americans with Disabilities Act (ADA). CBRE is not qualified to assess the subject property's compl iance w ith the ADA, notwithstanding any discussion of possible readily achievable barrier removal construction items in the Report. City of South Miami Parking Garage, Sauth Miami, Florida © 20 18 CB RE, Inc 49 CBRE 179 Assumptions and limiting Conditions (xi) All information regarding the areas and dimensions of the subject property furnished to CBRE are correct, and no encroachments exist. CBRE has neither undertaken any survey of the boundaries of the subject property nor reviewed or confirmed the accuracy of any legal description of the subject property. Unless otherwise expressly noted in the Report, no issues regarding the foregoing were brought to CBRE's attention, and CBRE has no knowledge of any such facts affecting the subject property. If any information inconsistent with any of the foregoing assumptions is discovered, such information could have a substantial negative impact on the Report. Accordingly, if any such information is subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. CBRE assumes no responsibility for any conditions regarding the foregoing, or for any expertise or knowledge required to discover them. Any user of the Report is urged to retain an expert in the applicable field(s) for information regarding such conditions . 4. CBRE has assumed that all documents, data and information furnished by or behalf of the client, property owner, or owner's representative are accurate and correct, unless otherwise expressly noted in the Report . Such data and information include, without limitation, numerical street addresses, lot and block numbers, Assessor's Parcel Numbers, land dimensions, square footage area of the land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, historical operating expenses, budgets, and related data. Any error in any of the above could have a substantial impact on the Report. Accordingly, if any such errors are subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. The client and intended user should carefully review all assumptions, data, relevant calculations, and conclusions of the Report and should immediately notify CBRE of any questions or errors within 30 days after the date of delivery of the Report. 5. CBRE assumes no responsibility (including any obligation to procure the same) for any documents, data or information not provided to CBRE, including without limitation any termite inspection, surveyor occupancy permit. 6. All furnishings, equipment and business operations have been disregarded with only real property being considered in the Report, except as otherwise expressly stated and typically considered part of real property. 7. Any cash flows included in the analysis are forecasts of estimated future operating characteristics based upon the information and assumptions contained within the Report. Any projections of income, expenses and economic conditions utilized in the Report, including such cash flows, should be considered as only esti mates of the expectations of future income and expenses as of the date of the Report and not predictions of the future. Actual results are affected by a number of factors outside the control of CBRE, including without limitation fluctuating economic, market, and property conditions. Actual results may ultimately differ from these projections, and CBRE does not warrant any such projections. 8. The Report contains professional opinions and is expressly not i ntended to serve as any warranty, assurance or guarantee of any particular value of the subject property. Other appraisers may reach different conclusions as to the value of the subject property. Furthermore, market value is highly related to exposure time, promotion effort, terms, motivation, and conclusions surrounding the offering of the subject property. The Report is for the sole purpose of providing the intended user with CBRE's independent professional opinion of the value of the subject property as of the date of the Report. Accordingly, CBRE shall not be liable for any losses that arise from any investment or lending decisions based upon the Report that the client, intended user, or any buyer, seller, investor, or lending institution may undertake related to the subject property, and CBRE has not been compensated to assume any of these risks. Nothing contained in the Report shall be construed as any direct or indirect recommendation of CBRE to buy, sell, hold, or finance the subject property. 9. No opinion is expressed on matters which may require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers. Any user of the Report is advised to retain experts in areas that fall outside the scope of the real estate appraisal profession for such matters . 10. CBRE assumes no responsibility for any costs or consequences arising due to the need, or the lack of need, for flood hazard insurance. An agent for the Federal Flood Insurance Program should be contacted to determine the actual need for Flood Hazard Insurance. 11. Acceptance or use of the Report constitutes full acceptance of these Assumptions and Limiting Conditions and any special assumptions set forth in the Report. It is the responsibility of the user of the Report to read in full, comprehend and thus become aware of all such assumptions and limiting conditions. CBRE assumes no responsibility for any situation arising out of the user's failure to become familiar with and understand the same. 12 . The Report applies to the property as a whole only, and any pro ration or division of the title into fractional interests will invalidate such conclusions, unless the Report expressly assumes such pro ration or division of interests. City of South Miami Parking Garage, South Miami, Florida © 2018 CBRE, Inc . 50 CBRE 180 Assumptions ond Limiting Conditions 13. The allocations of the total value estimate in the Report between land and improvements apply only to the existing use of the subject property. The allocations of values for each of the land and improvements are not intended to be used with any other property or appraisal and are not valid for any such use. 14. The maps, plats, sketches, graphs, photographs, and exhibits included in this Report are for illustration purposes only and shall be utilized only to assist in visualizing matters discussed in the Report. No such items shall be removed, reproduced, or used apart from the Report. 15. The Report shall not be duplicated or provided to any unintended users in whole or in part without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Exempt from this restriction is duplication for the internal use of the intended user and its attorneys, accountants, or advisors for the sole benefit of the intended user. Also exempt from this restriction is transmission of the Report pursuant to any requirement of any court, governmental authority, or regulatory agency having jurisdiction over the intended user, provided that the Report and its contents shall not be published, in whole or in part, in any public document without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Finally, the Report shall not be mode available to the public or otherwise used in any offering of the property or any security, as defined by applicable law. Any unintended user who may possess the Report is advised that it shall not rely upon the Report or its conclusions and that it should rely on its own appraisers, advisors and other consultants for any decision In connection with the subject property. CBRE shall have no liability or responsibility to any such unintended user. City of South Miami Parking Garage, South Miami, Florida © 20 J 8 CBRE , Inc . 51 CBRE 181 Addenda ADDENDA 182 © 2018 CBRE, Inc Addenda Addendum A IMPROVED SALE DATA SHEETS © 2018 CBRE, Inc. 183 Sale Special -Parking Structure No.1 Property Name L&C Tower Garage Address 144 5th Avenue North Nashville, TN 37219 County Davidson Govt./Tax ID 093-06-1-091 .00 & 092.00 Net Rentable Area (NRA) 127,000 sf Condition Average Parking Type/ Ratio Above Grade Structure/ 2 .40: 1 ,000 sf Floor Count 6 Total # of Units 305 Units Average Unit Size 416 sf Average Rent/Unit N/A Average Rent/SF N/A Year Built/Renovated 1967/ N/A Land Area Net 0.486 ac/ 21,149 sf Construction Class/ Type B/ Average Exterior Finish Concrete General Amenities Controlled Access Transaction Details Type Interest Transferred Condition of Sale Recorded Buyer Buyer Type Recorded Seller Marketing Time Listing Broker Doc # Buyer's Primary Analysis Static Analysis Method Source NOI / sf IRR OER Expenses Isf Cap Rate Comments Sale Fee Simple None ECG Nashville Garage, LLC Private Investor L&C Garage, LLC 4 Month(s) Douglass Johnson/Steve Preston -CBRE Nashville 20150421-0035486 Static Capitalization Analysis Pro Forma (Stabilized) Broker $3.35 N/A 38.99% $2 .14 6 ,08% Primary Verification Transaction Date Recording Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Adjusted Price / sf Occupancy at Sale Underwritten Occupancy Potential Gross Income Vacancy/Collection Loss Effective Gross Income Expenses Net Operating Income Buyer, Broker, Appriaser & Deed 04/13/2015 04/21/2015 $7,000,000 Market Rate Financing $7,000,000 $0 $7,000,000 $55.12 100% N/A N/A N/A $697,663 $272,039 $425,624 This comparable represents the April 2015 sale of the 305-parking stall, six-level, L&C Tower parking structure in downtown Nashville, TN on the east side of 5th Avenue, north of Commerce Street. It sold for $7,000,000, or $22,951 per stall and $55.12 per square foot. The property was originally listed for $7,500,000 and sold to Elmington Capital Group. The buyer plans to acquire the property for its upside potential due to its location within the downtown CBD core, and the recent and ongoing development of several new hotels and office buildings nearby. Upon purchase, the buyer plans to renovate the property and will attempt to secure parking contracts with some of the newer hotels being developed . Daily parking rates are $10 and special event rates range from $10 to $25. Monthly unreserved spaces are $125, and reserved contracts are $175. With transient (daily) parking included, the occupancy is typically around 100%. The broker involved in the transaction disclosed a stabilized pro forma NOI, with an overall rate of 6.08%, The actual existing 2014 NOI (per OPEX statements) was reported at $444,337 with an overall rate of 6.35%. © 2018 CBRE, Inc . CBRE 184 Sale Special -Parking Structure No.2 Prop.erty Name Address County Govt ./Tax 10 Net Rentable Area (NRA) Condition Parking Type/ Ratio Floor Count Total # of Units Average Unit Size Average Rent/Unit Average Rent/SF Year Built/Renovated Land Area Net Construction Class/ Type Exterior Finish General Amenities t,..nsactlon Details Type Interest Transferred Condition of Sale Recorded Buyer Buyer Type Recorded Seller Marketing Time Listing Broker Doc# Buyer's Primary Analysis Static Analysis Method Source NOI / sf IRR OER Expenses /sf Cap Rate Comments Seven Comers Parking Ramp 1 BOO Washington Avenue S Minneapolis, MN 55454 Hennepin 25-029-24-22-03B8 (portion) 91,756 sf Average Above Grade Structure/ 3.59: 1,000 sf 4 329 N/A 279 sf N/A N/A 1984/ N/A 0.904 ac/ 39,374 sf B/ Good Concrete Controlled Access Sale Fee Simple None 7West Apartments, LLC N/A Grandma's Associates, LLC N/A Keith Collins, CBRE, 952-924-4654 N/A Static Capitalization Analysis Trailing Actuals Other(See Comments) $8.05 N/A 40.74% $5 .53 7.77% Primary Verification CREV, Publication, CoStar Transaction Date 10/27/2015 Recording Date 10/27/2015 Sale Price $9,500,000 Financing Market Rate Financing Cash Equivalent $9,500,000 Capital Adjustment $0 Adjusted Price $9,500,000 Adjusted Price / sf $103.54 Occupancy at Sale N/A Underwritten Occupancy 0% Potential Gross Income $1,246,000 Vacancy/Collection loss $1,246,000 Effective Gross Income $1,246,000 Expenses $507,580 Net Operating Income $738,420 This comparable represents the sale of a 329-parking stall portion of a larger 796-parking stall, five-level, 222,000-square foot parking structure known as Seven Corners Ramp in Minneapolis, MN. The parking structure is connected to a 218-unit student housing apartment complex known as lWest. Both the 329-parking stall portion of the parking structure and apartment building sold together for a total consideration of $54,500,000 . The parking structure was constructed in 1984, and was considered to be in average overall condition at the time of sale. The parking garage offers hourly, daily, and monthly parking. In addition, a large amount of business is generating by the adjacent (to the south) hotel . The property was listed on the open market by CBRE and followed a typical sales process. The comparable closed in October 2015 for $9,500,000, or $28,875 per parking stall and $103.54 per square foot of allocated building area (91,756 square feet based on an average stall size of 278 .9 square feet). Utilizing historical in-place income and expense figures from CoStar (which included RE taxes, insurance, utilities, labor/payroll, 3rd party management fees, and a reserve for replacements), an overall rate of 7.77% is indicated . © 201 B CBRE, Inc . CBRE 185 Sale Special -Parking Structure No.3 Property Name Address County Govt ./Tax ID Net Rentable Area (NRA) Condition Parking Type/ Ratio Floor Count Total # of Units Average Unit Size Average Rent/Unit Average Rent/SF Year Built/Renovated Land Area Net Construction Class/ Type Exterior Fi nish General Amenities Transaction Delalls Type Interest T ra nsferred Condition of Sale Recorded Buyer Buyer Type Recorded Seller Marketing Time Listing Broker Doc # Buyer's Primary Analysis Static Analysis Method Source NOI / sf IRR OER Expenses /sf Cap Rate Comments Huntington Parking Garage 999 Chester Avenue Cleveland, OH 44114 Cuyahoga N/A 391,452 sf N/A Above Grade Structure/ 2.88 : 1 ,000 sf N/A 1,129 Unit 347 sf N/A N/A 1975/ N/A 1.480 ae/ 64,680 sf N/Aj N/A N/A N/A Sale Fee Simple None PAL PV Huntington, LLC Private Investor MRMK Realty, LLC N/A N/A N/A Static Capitalization Analysis Trailing Actuals Other(See Comments) $2.86 N/A 20.69 % $0.75 6 .89% Primary Verification Transaction Date Recording Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Adjusted Price / sf Occupancy at Sale Underwritten Occupancy Potential Gross Income Vacancy/Collection Loss Effective Gross Income Expenses Net Operating Income Buyer, County Records, Appraisal 11/09/2015 N/A $16,250,000 Market Rate Financing $16,250,000 $0 $16,250,000 $41.51 N/A N/A N/A N/A $1,411,418 $291,989 $1,119,429 The comparable is a 1,129 space, 391,452 square foot 5-story CBD parking structure built in 1975 and situated on a 1.48-acre site in Cleveland, Cuyahoga County, Ohio . The property sold in November 2015, for $16,250,000, or $14,393 .27 per space. Based on the existing financial data, the property sold at a 6 .89% overall capitalization rate. © 20 J 8 CBRE, Inc CBRE 186 Sale Special -Parking Structure No.4 Property Name Address County Govt./Tax 10 Net Rentable Area (NRA) Condition Parking Type/ Ratio Floor Count Total # of Units Average Unit Size Average Rent/Unit Average Rent/SF Year Built/Renovated Land Area Net Construction Class/ Type Exterior Finish General Amenities Transaction Details Type Interest Transferred Condition of Sale Recorded Buyer Buyer Type Recorded Seller Marketing Time Listing Broker Doc # Buyer's Primary Analysis Static Analysis Method Source NOI / sf IRR OER Expenses /sf Cap Rate ColQm.,.,ts Ocean Gateway Garage 167 Fore Street Portland, ME 04101 Cumberland N/A 211,711 sf Good Garage/ N/A 7 720 Bay 294 sf N/A N/A 2008/ N/A 1.330 ac/ 58,370 sf C/Good Concrete N/A Sale Fee Simple None 167 FORE STREET LLC Corporation N/A 12 Month(s) JLL 32746/305 Static Capitalization Analysis Trailing Actuals Broker $3.70 N/A N/A $0.00 5.98% Primary Verification Broker Transaction Date 11/20/2015 Recording Date 11/20/2015 Sale Price $13,100,000 Financing N/A Cash Equivalent $13,100,000 Capital Adjustment $0 Adjusted Price $13,100,000 Adjusted Price / sf $61.88 Occupancy at Sale 100% Underwritten Occupancy N/A Potential Gross Income N/A Vacancy/Collection Loss N/A Effective Gross Income N/A Expenses N/A Net Operating Income $782,941 The comparable comprises the 720 Ocean Gateway Parking garage located in downtown Portland, Maine. The property was marketed for sale through Jones Lang Lasalle and was reported to have gone under contract in December 2014 for approximatly $20 million . The offering included an adjoining waterfront development site with an apportioned value of approximtaely $6.90 million indicating a value of approximately $13.10 million for the garage component. The sale price equates to approximately $18,194 per space and a capitalziation rate of 5.98% based on the trailing 12 months income. © 20 I B CBRE, Inc. CBRE 187 Sale Special -Parking Structure No.5 Property Name Bridgeport Parking Garage Address 300-314 Fairfield Avenue Bridgeport, CT 06604 County Fairfield Govt./Tax 10 BRID-000918-000001A Net Rentable Area (NRA) 233,112 sf Condition Average Parking Type/ Ratio Garage/ 3 .77: 1 ,000 sf Floor Count 5 Total # of Units 878 Unit Average Unit Size 266 sf Average Rent/Unit N/A Average Rent/SF N/A Year Built/Renovated 1990/ N/A Land Area Net 0 .946 ac/ 41 ,190 sf Construction Class/ Type N/A/ N/A Exterior Finish N/A General Amenities N/A Transaction Details Type Interest Transferred Condition of Sale Remaining lease Term Recorded Buyer Buyer Type Recorded Seller Marketing Time listing Broker Doc # Buyer's Primary Analysis Static Analysis Method Source NOI / sf IRR OER Expenses /sf Cap Rate Cqmments Sale Leased Fee None N/A MVP Bridgeport Fairfield Private Investor Fairfield Avenue Parking 6 Month(s) N/A Book 9402, Page 39 Static Capitalization Analysis Pro Forma (Stabilized) N/A $2.14 N/A N/A $0.00 6.40% Primary Verification Transaction Date Recording Date Avg . Credit Rating Sole Price Financing Cosh Equivalent Capital Adjustment Adjusted Price Adjusted Price / sf Occupancy at Sale Underwritten Occupancy Potential Gross Income Vacancy/Collection loss Effective Gross Income Expenses Net Operating Income Public Record and Seller Kevin Withers 03/01/2016 N/A N/A $7,800,000 Cosh to Seller $7,800,000 $0 $7,800,000 $33.46 N/A N/A N/A N/A N/A N/A $499,200 The comparable represents the sale of a six-level parking garage in downtown Bridgeport, CT. The seller confirmed the sale price however, no additional financial information was provided. The property includes about 4,351 square feet of street level retail space. An appraisal that was done for a CT based lender in 2012 confirmed the number of parking spaces and GBA measurement . In 2012, the stabilized garage NOI was about $455,000, which would suggest an OAR of about 5.8% based on the current sale price of $7.80 million ($8,883 per space). When adjusting the NOI by 10% since 2012, the current sale would suggest a capitalization rate on the transaction of approximately 6.40%. © 20) 8 CBRE, Inc. CBRE 188 Sale Special -Parking Structure No.6 Property Name Address County Govt./Tax ID Net Rentable Area (NRA) Condition PUlkil1Y Typ .. / Rutiu Floor Count Total # of Units Average Unit Size Average Rent/Unit Average Rent/SF Year Built/Renovated Land Area Net Construction Class/ Type Exterior Finish General Amenities Tral1;SClctlon Details Type Interest Transferred Condition of Sale Recorded Buyer Buyer Type Recorded Seller Marketing Time Listing Broker Doc # Buyer's Primary Analysis Static Analysis Method Source NOI / sf IRR OER Expenses /sf Cap Rate hmmenls Holiday Inn Parking Ramp 234 W. Kellogg Boulevard St . Paul, MN 55102 Ramsey 06-28-22-23-0172 101,568 sf Average Above Grade Structure/ 2.81 : 1,000 sf 2 285 N/A 356 sf N/A N/A 2005/ N/A 0.854 ac/ 37,211 sf B/ Average Masonry Controlled Access, Structured Parking Sale Fee Simple Average MVP St. Paul Holiday Garage, LLC REIT DEHL Properties, LLC N/A None eCRVID: 546780 Price and Capitalization Analyses Pro Forma (Stabilized) N/A $5 .19 N/A 1.33% $0.07 6 .43% Primary Verification CREV, PA, Publication Transaction Date 08/12/2016 Recording Date 08/12/2016 Sale Price $8,200,000 Financing N/A Cash Equivalent $8,200,000 Capital Adjustment $0 Adjusted Price $8,200,000 Adjusted Price / sf $80.73 Occupancy at Sale 100% Underwritten Occupancy 100% Potential Gross Income $534,500 Vacancy/Collection Loss $0 Effective Gross Income $534,500 Expenses $7,125 Net Operating Income $527,375 This comparable represents the August 2016 sale of a 285-parking stall, three-level parking structure located at 234 West Kellogg Boulevard in St. Paul, MN . The improvements consist of one, three-story parking structure. The property was constructed in 2005, and in average condition relative to its age. The parking garage consists of two covered stories, and one uncovered (roof) story of parking . There are three entronces to the garage and one exit . All entrances contain automated ticket dispensers, automated gate systems, and security cameras. There is one pay station located on the first floor of the parking garage. The parking garage features one elevator and two sets of stairwells which provide access to all floors of the garage. The property is in the western portion of the St. Paul central business district near a number of hotels, retail, as well as the Xcel Energy Center. Per the parking garage manager, the adjacent Holiday Inn hotel has the right to use up to 175 parking stalls per day. The garage manager indicated that the hotel only pays for the number of stalls they use. In addition, the parking garage offers hourly, daily, monthly and event parking. The property transferred as a fee simple estate. In conjunction with the sale, the buyer MVP REIT entered into a 10- year master lease agreement with Interstate Parking after the close of escrow. The master lease features a fixed base rent as well as percentage rent. Utilizing the in-place fixed rental revenue following the sale, along with the projected expenses to be incurred by the property owner (executed lease is net, excluding property insurance), an overall rate of 6.43% is indicated. © 20 J 8 CBRE, Inc . CBRE 189 Sale Special -Parking Structure No. Property Nome Address County Govt./Tax 10 Net Rentable Area (NRA) Condition Parking Type/ Ratio Floor Count Total # of Units Average Unit Size Average Rent/Unit Average Rent/SF Year Built/Renovated Land Area Net Construction Class/ Type Exterior Finish General Amenities il'ransactlon DeIGUs Type Interest T ra nsferred Condition of Sale Recorded Buyer Buyer Type Recorded Seller Marketing Time Listing Broker Doc# Buyer's Primary Analysis Static Analysis Method Source NOI / sf IRR OER Expenses /sf Cap Rate Comments VOMGarage 100 S. Riverfront Drive Jenks, OK 74037 Tulsa 60981-83-19-50675 182,245 sf Excellent Above Grade Structure/ 2.88 : 1 ,000 sf 5 525 Unit 347 sf $0 N/A 2014/ N/A 0.944 ac/41,139 sf B/ Good Brick Veneer Controlled Access Sale Fee Simple None VOM GARAGE LLC Private Investor JENKS PUBLIC WORKS AUTHORITY N/A None 2017030278 Static Capitalization Analysis Vacant at Market N/A $2.16 N/A N/A $0.00 9.83% Primary Verification Transaction Date Recording Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Adjusted Price / sf Occupancy at Sale Underwritten Occupancy Potential Gross Income Vacancy/Collection Loss Effective Gross Income Expenses Net Operating Income Buyer: Duane Phillips/VOM Garage 03/23/2017 03/23/2017 $4,000,000 Market Rate Financing $4,000,000 $0 $4,000,000 $21.95 N/A N/A N/A N/A N/A N/A $393,000 This is the March 2017 sale of Power VOM Parking Garage located at 100 South Riverfront Drive, in Jenks, Oklahoma. The five-story, 182,245- square foot parking structure was built in 2014, and has 525 parking spaces. It is on the west side of Riverfront Drive, south of East 96th Street. River Walk is a major land use in the area and a tourist attraction, along with the Oklahoma Aquarium and River Spirit Casino and Resort. The sale price was $4,000,000, or $7,619 per parking space, and $21.95 per square foot of building area. The overall capitalization rate, based on pro-forma income, was 9.83%. © 20 I B CBRE. Inc. CBRE 190 Under Contract Special -Parking Structure No.8 Property Name Address County Govt./Tax 10 Beale Street Garage 200 South Second Street Memphis, TN 38103 Shelby N/A Gross Building Area (GBA) 171,406 sf Condition Parking Type/ Ratio Floor Count Total # of Units Average Unit Size Average Rent/Unit Average Rent/SF Year Built/Renovated Land Area Net Construction Class/ Type Exterior Finish General Amenities Transaction Details Type Interest Transferred Condition of Sale Remaining Lease Term Recorded Buyer Buyer Type Recorded Seller Marketing Time Listing Broker Doc # Buyers Primary Analysis Static Analysis Method Source NOI / sf IRR OER . Expenses /sf Cap Rate Comments © 2018 CBRE, Inc . Good Above Grade Structure/ 3.06: 1 ,000 sf 6 525 Unit 326 sf N/A N/A 2007/ N/A 0.742 ac/ 32,334 sf B/ Good Concrete N/A Under Contract Leasehold None N/A MVP REIT, INC. REIT Lee Landing Garage LLC N/A N/A N/A Yield Capitalization Analysis Pro Forma (Stabilized) N/A $3.93 N/A N/A $0.00 5 .62% Primary Verification The Parking REIT, Appraisal Transaction Date 07/01/2018 Recording Date N/A Avg . Credit Rating N/A Sale Price $12,000,000 Financing N/A Cash Equivalent $12,000,000 Capital Adjustment $0 Adjusted Price $12,000,000 Adjusted Price / sf $70.01 Occupancy at Sale 100% Underwritten Occupancy N/A Potential Gross Income N/A Vacancy/Collection Loss N/A Effective Gross Income N/A Expenses N/A Net Operating Income $674,064 CBRE 191 The comparable is the Beale Street Parking Deck , a six-story parking garage located at 200 S . Second Street in downtown Memphis, Shelby County, Tennessee. The property is located adjacent to the Westin Hotel. The property is also located a block from the Beale Street entertainment di strict and lo cated wit hin proximi ty to the Fe dE x Foru m , home to t he Mem phis Grizzlies (NBA) and University of M_emphis men /s basket ball (NCAA ). The ga rage was constructe d in 2 007 a nd lo ca ted on a 0 .742 -ac re site . The garage incl udes 525 parking spaces with a tota l GBA of 1 7 1 ,406-squa re feet and di rect a ccess to both So ut h Second Street and Lt. George W. Lee Avenue. The garage is fully automated and includes a manager's office, two stairwells, and two passenger elevators. The subject is current pending sale as part of a four-property parking garage portfo li o for a total consideration of $38/000/000 . An all oca tion to the subject was reported by the buyer at $12/000/000. Upon closing, the s ub je ct will be m aster lease d to LAZ Parking wi th a new 5 -ye a r le a se with a bose rent of $530/000 annually, or $1/010 per space. The lease is structured on a modified gross basis with the tenant being responsible for operati ng expe nse and the land lord bei ng resp onsible fo r real est a te tax/ground lease, building insurance, and structural repairs. In addition to the base rent, th e lea se includ es a percenta g e rent cla use of 9 5% of gross revenues over a $935/000 breakpoint. Based on historical and budgeted revenues, the projected gross revenue should greatly exceed the breakpoin t threshold . Based on the provid ed pro fo rma, the Year 1 percentag e rent is estimated at $297,925 a nnually, o r S567 pe r s pace. Therefo re, the to ta l Year 1 rent is estim a ted at 582 7,925 annually, or 51 ,577 per space . Th e p a rk in g structure in cl udes two retai l s paces. One space is occupied by Purple Haze (night club) and the other space is leased ·to Adean Nex us (restau rant). LAZ Pa rki ng will mosi e r lease a n d manage the whole property; therefore, the retail rental income will be collected by LAZ Parking and LAZ Parking will pay any non-reimbursed expenses associated with the retail tenants. According to the client, a new 5-year lease agreement, plus two 5-year renewal options, is being negotiated with LAZ Parking that will commence at closing of the sale. The seller is affiliated with LAZ Parking, so this transaction represents a sales leaseback. The landlord will be responsible for the ground lease, real estate tax, and insurance expenses. The property has a ground lease/tax agreement with the City of Memphis, which is considered favorable . This agreement expires in 2026 and the ground lease/real estate tax expense will like increase. Based on the year 1 pro forma provided by the purchaser, the calculated capitalization rate is 5.62%. © 2018 CBRE, Inc CBRE 192 Addenda Addendum B OPERATING DATA 193 © 20 J B CBRE, Inc. MONTH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTALS BASE AMOUNT AMOUNT SUBJ TO % %DUE AMOUNT DUE CSM CREDIT FOR AV TAX NET AMOUNT DUE CSM © 20 I S CBRE, Inc. ( ~ARK RICHMAN PROPERTIES, INC~ !JtIfb/a SOUTH MIAMI PARKING GARAG'E'- 2016 PARKING REVENUES HOURLY CREDIT CASH & TOTAL CARDS COINS $51 ,352.53 $25,615.58 $5,914.85 $46,985.99 $21,444.26 $7,301 .04 $49,180.94 $25,048.19 $13,111.77 $44,151.92 $21,754 .58 $6,587 .78 $44,648.91 $25,158.43 $4,370 .04 $40,031.68 $21,906.97 $4,923.70 $41,613.34 $22,904.48 $5,455.74 $47,778 .55 $22,666.96 $7,773 .78 $40,502 .38 $20,870.01 $5,831.59 $42,049 .89 $22,154 .92 $4,068 .58 $40,844 .80 $23,328.93 $4,453.49 $47,061.76 $25,368.45 $5,139.54 $536,202 .69 $278,221.76 $74,931 .90 $150,000.00 $386,202 .69 12.50% $48,275.34 $41,058.55 $7,216.79 MONTHLY CREDIT CARDS & CHECKS $19,822.10 $18,240.69 $11,020.98 $15,809.56 $15,120.44 $13,201.01 $13,253.12 $17,337.81 $13,800.78 $15,826.39 $13,062.38 $16,553.77 $183,049.03 194 MONTH JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER TOTALS BASE AMOUNT AMOUNT SUBJ TO % %DUE AMOUNT DUE CSM CREDIT FOR AV TAX SUBTOTAL BALANCE OWED 2015 MARK RICHMAN PROPERTIES, INC. d/b/a SOUTH MIAMI PARKING GARAGE 2017 PARKING REVENUES HOURLY CREDIT CASH & TOTAL CARDS COINS $39,790.77 $21,262.25 $6,504 .17 $39,627 .50 $21,177.33 $4,423.10 $42,413 .60 $23,721.04 $4,458.17 $38,489.49 $16,746.87 $3,884.31 $36,521 .54 $17,865.37 $3,144 .42 $40,041 .93 $18,161.61 $2,588 .16 $35,954.61 $14,198.19 $4,104.36 $32,048.31 $13,636.51 $1,889.28 $27,441 .39 $10,215.99 $1,493.44 $31 ,743 .28 $12,747 .64 $2,841 .92 $35,836 .73 $17,303.24 $2,634.69 $40,212 .39 $17,549.42 $4,130.79 $440,121 .54 $204,585.46 $42,096.81 $150,000.00 $290,121 .54 12.50% $36,265 .19 $43,000 .00 ($6,734 .81 ) $1,878 .37 NET AMOUNTCREDIT DUE FRM CSM ($4,856.44) == © 20) 8 CBRE, Inc. MONTHLY CREDIT CARDS & CHECKS $12,024.35 $14,027.07 $14,234 .39 $17,858.31 $15,511.75 $19,292.16 $17,652.06 $16,522.52 $15,731.96 $16 ,153.72 $15,898.80 $18,532.18 $193,439.27 195 Addendo Addendum C LEGAL DESCRIPTION 196 © 201 B CBRE, Inc. EXHIBIT " A" LEGAL DESCRIPTION Lot 35, and the North 11 2/3 feet of lot 36, and all of lots 48, 49 and 50, of W.A. LARKINS SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3 at Page 198 of the Public Records of Miami-Dade County, Florida. TOGETHER WITH: Lot 36, LESS the North 11 213 feet and LESS the West 5 feet and Lot 37, LESS the South 10 feet and the West 5 feet, of W.A. LARKINS SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3 at Page 198 of the Public Records of Miami-Dade County, Florida Less and except therefrom that portion of said lands lying below elevation 18.00' (NGVD29). ©2 0J8 1jook25900/Page4591 CFN#20070875179 Page 3 of ~97 Addenda Addendum D CLIENT CONTRACT INFORMATION 198 © 2018 CBRE, Inc VENDOR: City of South Miami Division of Purchasing 6130 Sunset Drive South Miami, Florida 33143 Phone: 305-663-6339 Fax: 305-667-7806 CBRE Inc 2800 Post Oak Bivd Suite # 500 HOUSTON, TX 77056 DATE 07/03/18 DELIVER TO : PURCHASE ORDER NO. P0013454 T0 RECEive PROPER PAlM!::tIT THE A&:WE PO r4UMBEn "'US! .&.?PEAA ON AU. lPJVOICES IMLSOF L.r.J)!NGo PAl"kAr.FS OJR'RFF.PONC":;N(F Flt; SEND INVOICE TO : City of South Miami Division of Purchasing 6130 Sunset Drive Florida Tax Exemplion No. 23-19-324.a96-S4C Fedl!lallO Number 59~D-431 Req.# PR002800 Confirming Dyes 0 no QUANTITY I 1 Ven do r # 0091621 Confi rmed 10 PART NO . South Miami, Florida 33143 Payment Terms in accordance WIth FL S1a1e Statute 11218 .73 IShi P Vla Department Te rms OESCRIPTION Financial Advisory and Market Value Services for the South Miami Parking Garage Resolution: 099-18-15132 Passed: June 5, 2018 l o al e Required UNIT PRICE EXTENDED PRICE 6,000.00 6,000.00 I TOTAL 6,000.00 ACCOUNT NO . I AMOUNT 0011310 5139920 6,000.00 P.O. Approval __ -::;;;> .. /:...skb.:t'=.:...· :::-..puo:!.r~~4.'-~..:;d;::ng..:.:-u..:.a-n-a::::::..r ....:::_' ---- © 2018 CBRE, inc 199 RESOLUTION NO: 099-18-15132 A Resolution authorizing the City Manager to enter into an agreement with CBRE, Inc., to conduct market value services for the South Miami parking garage. WHEREAS, the City requires expert financial advisory and market value services for the South Miami parking garage; and WHEREAS, CBRE Inc., will provide the City expert services to assist in the evaluation of a potential future transfer of all of Mark Richmond Properties' (MRP) rights and interest in the operation and management of the South Miami parking garage to the City; and WHEREAS, MRP has expressed an interest in transferring the operation and management of the South Miami parking garage, excluding retail, to the City; and WHEREAS, in accordance with the City Charter, Section 5. "Powers and Duties,~ which stipulates all purchases shall be approved after competitive conditions have been maintained and competitive bids sought from at least three different sources of supply, states; this subsection does not apply to the purchase of legal and expert services that have been approved by the City commission; and WHEREAS the cost to perform market value services shall not exceed $6,000 and shall be charged to the City Managers Contingency Account no. 001-1310-513-9920, with a current balance of $88,676 before this request was made. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA; Section 1. The City Manager is hereby authorized to enter into an agreement with CBRE, Inc., to conduct financial advisory and market value services for the South Miami parking garage. A copy of the CBRE, Inc., agreement is attached. Section 2. Severability. If any section, clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, this holding shall not affect the validity of the remaining portions of this resolution. Section 3. Effective Date: This resolution shall take effect immediately upon enactment. PASSED AND ADOPTED thisS,.th day of June ,2018. Page 1 0[2 © 2018 CBRE, Inc. 200 Res. No. 099-18-15132 ATIEST : APPROVED : COMMISSION VOTE : 5-0 Mayor Stoddard : Yea Vice Mayor Harris: Yea Commissioner Welsh: Yea Commissioner Liebman: Yea Commissioner Gil: Yea Page 20[2 © 2018 CBRE, Inc. 201 May 7, 2018 Alfredo Rivero I Chief Financial Officer CITY OF SOUTH MIAMI 6130 Sunset Drive South Miami, Florida 33143 Phone: 305.663.6343 CBRE. Inc. 777 Brickell Avenue, Suite 1100 Miami, Rorida 33131 www.cbre.us/valualion James E. Agner, MAl, AI-GRS, MRICS Sr. Managing Director -Florida & Carib. Email: ariverol@southmiamifl.gov RE: Assignment Agreement Parking Garage City of South Miami Parking Garage, 5829 SW 73rd Street South Miami, Florida Dear Mr. Riverol: We are pleased to submit this proposal and our Terms and Conditions for this assignment. PROPOSAL SPECIFICATIONS Purpose: Premise: Rights Appraised: Intended Use: Intended User: Reliance: © 2018 CBRE, Inc . To estimate the Market Value of the referenced real estate - Parking Garage Only (Not Retail) As Is Fee Simple Internal Decision Making purposes The intended user is CITY OF SOUTH MIAMI ("Client"), and such other parties and entities (if any) expressly recognized by CBRE as "Intended Users" (as further defined herein). Reliance on any reports produced by CBRE under this Agreement is extended solely to parties and entities expressly acknowledged in a signed writing by CBRE as Intended Users of the respective reports, provided that any conditions to such acknowledgement required by CBRE or hereunder have been satisfied. Parties or entities other than Intended Users who obtain a copy of the report or any portion thereof (including Client if it is not named as an Intended User), whether as a result of its direct dissemination or by any other means, may not rely upon any opinions or conclusions contained in the report or such portions thereof, and CBRE will not be responsible for any unpermitted use of the report, its conclusions or contents or have any liability in 202 Inspection : Valuation Approaches: Report Type: Appraisal Standards: Appraisal Fee: Expenses: Retainer: . Payment Terms: Delivery Instructions: Delivery Schedule: Preliminary Value: Draft Report: Final Report: Start Date: Acceptance Date: connection therewith . CBRE will conduct a physical inspection of the subject property and its surrounding environs on the effective date of appraisal. All three traditional approaches to value will be considered as applicable. Standard Appraisal Report USPAP $6,000 Fee includes all associated expenses A retainer is not required for this assignment Final payment is due upon delivery of the final report or within thirty (30) days of your receipt of the draft report, whichever is sooner. The fee is considered earned upon delivery of the draft report. We will invoice you for the assignment in its entirety at the completion of the assignment. CBRE encourages our clients to join in our environmental sustainability efforts by accepting an electronic copy of the report. An Adobe PDF file via email will be delivered to ariverol@southmiamifl,gov. The client has requested No (0) bound final copy (ies). Not Required 15 business days after the Start Date Upon Client's request The appraisal process will start upon receipt of your signed agreement and the property specific data. These specifications are subject to modification if this proposal is not accepted within 10 business days from the date of this letter. When executed and delivered by all parties, this letter, together with the Terms and Conditions and the Specific Property Data Request attached hereto and incorporated herein, will serve as the Agreement for appraisal services by and between CBRE and Client. Each person signing below represents that it is authorized to enter into this Agreement and to bind the respective parties hereto. www.cbre.us/valuation BRE @ 201 S CBRE, Inc . 203 We appreciate this opportunity to be of service to you on this assignment. If you have additional questions, please contact us. Sincerely, CBRE, Inc. Valuation & Advisory Services James E. Agner, MAl, AI-GRS, MRICS Sr. Managing Director -Florida & Carib. As Agent for CBRE, Inc. T 305.381.6480 james.agner@cbre.com www.cbre.us/valuation © 20) 8 CBRE, Inc CBRE 204 AGREED AND ACCEPTED S+erlen Name TItle i3()S J;6g~ tl,>1 d Phone Numbe r SA Ie/onder ~cJ~h M'(1/'1p'fJ'[j(Ji/ E-Mai l Address ADDITIONAL OPTIONAL SERVICES Assessment & Consulting Services: CBRE's Assessment & Consulting Services group has the capability of providing a wide array of solution-oriented due diligence services in the form of property condition and environmental site assessment reports and other necessary due diligence services (seismic risk analysis, zoning compliance services, construction risk management, annual inspections, etc.). CBRE provides our clients the full complement of due diligence services with over 260 employees in the U.S. that are local subject matter experts. Initial below if you desire CBRE to contact you to discuss a proposal for any part or the full complement of consulting services, or you may reach out to us at WhitePlainsProposals@cbre.com. We will route your request to the appropriate manager. For more information, please visit www.cbre.com/assessment. ~Initial Here www.cbre .us/voluotion CBRE © 20 I 8 CBRE, Inc 205 TERMS AND CONDITIONS 1. The Terms and Conditions herein are part of an agreement for appraisal services (the "Agreement" ) between CBRE, Inc. (the "Appraiser") and the client signing this Agreemenl, and for whom the appraisal services will be performed (the "Clienl1, and shall be deemed a port of such Agreement as Ihough sst forth in fuillherein. The Agreement shall be governed by the laws of the state where the appraisal office is located for Ihe Appraiser executing this Agreement. 2. Client shall be responsible for the payment of all fees stipulated in the Agreement. Payment of the appraisal fee and preparation of an appraisal report (the "Appraisal Report, or the ureport") are not contingent upon any predetermined value or on an action or event resulting from the analyses, opinions, conclusions, or use of the Appraisal Report. Final payment is due as provided in the Proposal Specifications Section of this Agreement. If a draft report is requested, the fee is considered eamed upon delivery of the draft report. It is understood that the Client may cancel this assignment in writing at any time prior to delivery of the completed report. In such event, the Client is obligated only for the prorated share of the fee based upon the work completed and expenses incurred (induding travel expenses to and from the jab site), with a minimum charge af $500. Additional copies of the Appraisal Reports are available at a cost of $250 per original color copy and $100 per photocopy (black and white), plus shipping fees of $30 per report. 3. If Appraiser is subpoenaed or ordered 10 give testimony, produce documents or information, or otherwise required or requested by Clienl or a third party to participate in meetings, phone calls, conferences, litigation or other legal proceedings (including preparation for such proceedings) because of, connected with or in ony way pertaining to this engagement, the Appraisal Report, the Appraiser'S expertise, or the Property, Client shall poy Appraiser's additional costs and expenses, including but not limited to Appraiser's attorneys' fees, and additional time incurred by Appraiser based on Appraiser's then-prevailing hourly rales and related fees. Such charges include and pertain to, but are nat limited to, time spent in preparing for and providing court room testimony, depositions, travel time, mileage and related travel expenses, waiting time, document review and production, and preparation time (excluding preparation of the Appraisal Report), meeting participation, and Appraiser's other related commitment of time and expertise. Hourly charges and olher fees for such participalion will be provided upon request. In the event Client requests additional appraisal services beyond the scope and purpose stated in the Agreemenl, Client agrees 10 pay additional fees for such services and 10 reimburse relaled expenses, whether or not the completed report has been delivered to Client at the time of such request. 4 . Appraiser shall hove the right to lerminale this Agreement at a~y time for cause effective immediately upon written notice to Client on the occurrence of fraud or the willful misconduct of Clienl, ils employees or agents, or without couse upon 30 days written notice. 5. In the event Client foils to make payments when due then, from the date due until paid, the amount due and payable shall bear interest at the maximum rate permitted in the state where the office is located for the Appraiser executing the Agreement. In the event either party institutes legal action against the other to enforce its rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and expenses. Each party waives the right to a trial by jury in any action orising under this Agreement. 6 . Appraiser assumes there are no major or significant items or issues affecting the Property that would require the expertise of a professional building contractor, engineer, or environmental consultant for Appraiser to prepare a volid report. Client acknowledges that such additional expertise is not covered in the Appraisal fee and agrees thot, if such additional expertise is required, it shall be provided by others at the discretion and direction of the Client, and solely at Client's additional cost and expense. 7. In the event of any dispute between Client and Appraiser relating to this Agreement, or Appraiser's or Client's performance hereunder, Appraiser and Client agree that such dispute shall be resolved by means of binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by an arbitrator may be entered in any court of competent jurisdiction. Depositions may be taken and other discovery obtained during such arbitration proceedings to the some extent as authorized in civil judicial proceedings in the state where the office of the Appraiser executing this Agreement is located. The arbitrator shall be limited to awarding compensatory damages and shall have no authority to award punitive, exemplary or similar damages. The prevailing party in the arbitration proceeding shall be entitled to recover its expenses from the losing party, including costs of the arbitration proceeding, and reasonable attorney's fees. Client acknowledges that Appraiser is being retained hereunder as on independent contractor to perform the services described herein and nothing in this Agreement sholl be deemed to create any other relationship between @ 2018 CBRE, Inc. 206 Client and Appraiser. This engagement shall be deemed concluded and the services hereunder completed upon delivery to Client of the Appraisal Report discussed herein. 8. All statements of fact in the report which are used as the basis of the Appraisers analyses, opinions, and conclusions will be true and correct to Appraiser's actuol knowledge and belief. Appraiser does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information or the condition of the Praperty furnished 10 Appraiser by Client or others. TO THE FULLEST EXTENT PERMITTED BY LAW, APPRAISER DISCLAIMS ANY GUARANTEE OR WARRANTY AS TO THE OPINIONS AND CONCLUSIONS PRESENTED ORALLY OR IN ANY APPRAISAL REPORT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE EVEN IF KNOWN TO APPRAISER. Furthermore, the conclusions and any permitted reliance on and use of the Appraisal Report shall be subject to the assumptions, limitations, and qualifying statements contained in the report. 9. Appraiser shall have no responsibility for legal matters, including zoning, or questions of surveyor title, soil or subsoil conditions, engineering, or other similar technical matters. The report will not constitute a survey of the Property analyzed. 10. Client sholl provide Appraiser with such materials with respect to the assignment as are requested by Appraiser and in the possession or under the control of Client. Client sholl provide Appraiser with sufficient access to the Property to be analyzed, and hereby grants permission for entry unless discussed in advance to the contrary. 11. The data gathered in the course of the assignment (except data furnished by Client) and the report prepared pursuant to the Agreement are, and will remain, the property of Appraiser. Wrth respect to dcrta provided by Client, Appraiser shall not violate the confidential nature of the Appraiser-Client relationship by improperly disclosing any proprietory information furnished to Appraiser. Notwithstanding the foregoing, Appraiser is authorized by Client 10 disclose all or any portion of the report and related dolo as may be required by statute, government regulation, legal process, or judicial decree, including to appropriate representatives of the Appraisal Institute if such disclosure is required to enable Appraiser to comply with the Bylaws and Regulations of such Institute as now or hereafter in effect. 12. Unless specifically noted, in preparing the Appraisal Report the Appraiser will not be considering the possible existence of asbestos, PCB transformers, or other toxic, hazardous, or contaminated substances and/or underground storage tanks (collectively, "Hazardous Material) on or affecting the Property, or the cost of encapsulation or removal thereof. Further, Client represents that there is no major or significant deferred maintenance of the Property that would require the expertise of a professional cost estimator or contractor. If such repairs are needed, the estimates are to be prepared by others, at Client's discretion and direction, and are not covered as part of the Appraisal fee. 13. In the event Client intends to use the Appraisal Report in connection with a tox matter, Client acknowledges that Appraiser provides no worranty, representation or prediction as to the outcome of such tax motter. Client understands and acknowledges that any relevant taxing authority (whether the Internal Revenue Service or any other federal, state or local taxing authority) may disagree with or reject the Appraisal Repart or otherwise disagree with Client's tax position, and further understands and acknowledges that the taxing authority may seek to collect additional taxes, interest, penalties or fees from Client beyond what may be suggested by the Appraisal Report. Client ogrees that Appraiser shall have no responsibility or liability to Client or any other party for any such taxes, interest, penalties or fees and that Client will not seek damages or other compensation from Appraiser relating to any such taxes, interest, penalties or fees imposed on Client, or for any attorneys' fees, costs or other expenses relating to Client's tax matters. 14. Appraiser shall have no liability with respect to any loss, damage, claim or expense incurred by or asserted against Client arising out of, based upon or resulting from Client's failure to provide accurate or complete information or documentotion pertaining to an assignment ordered under or in connection with this Agreement, including Client's failure, or the failure of any of Client's agents, to provide a complete copy of the Appraisal Report to any third party. 15. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT ARISING FROM SECTION 16 BELOW, OR SECTION 17 IF APPLICABLE, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATE, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO THE OTHER, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LlABIUTY OR OTHER TORT OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, AND AGGREGATE DAMAGES IN CONNECTION WITH THIS AGREEMENT FOR EITHER PARTY (EXCLUDING THE OBLIGATION TO PAY THE FEES REQUIRED HEREUNDER) SHALL NOT EXCEED THE GREATER OF THE TOTAL FEES PAYABLE TO APPRAISER UNDER THIS AGREEMENT OR TEN THOUSAND DOLLARS [510,000). THIS LIABILITY LIMITATION SHALL NOT © 20 I S CBRE, Inc. 207 APPLY IN THE EVENT OF A FINAL FINDING BY AN ARBITRATOR OR A COURT OF COMPETENT JURISDICTION THAT SUCH LIABILITY IS THE RESULT OF A PARTY'S FRAUD OR WILLFUL MISCONDUCT. 16. Client shall no! disseminate, distribute, make available or otherwise provide any Appraisal Report prepared hereunder to any third party (including without limitation, incorporating or referencing the Appraisal Report, in whole or in part, in any offering or other material intended for review by other parties) except to (i) any third party expressly acknowledged in a signed writing by Appraiser as an "Intended User" of the Appraisal Report provided that either Appraiser has received an acceptable release from such third party with respect ta such Appraisal Repart or Client provides occeptable indemnity protections to Approiser against any claims resulting from the distribution of the Appraisal Report to such third party, (ii) any third party service provider (including rating agencies and auditors) using the Appraisal Report in the course of providing services for the sole benefit of on Intended User, or (iii) as required by statute, government regulation, legal process, or judicial decree. In the event Appraiser consents, in writing, to Client incorporating or referencing the Appraisal Report in ony offering or other moterials intended for review by other parties, Client sholl not distribute, file, or otherwise make such materials available to any such parties unless and until Client has provided Appraiser with complete copies of such materials and Appraiser has approved all such materials in writing. Client shall nat modify any such materials once approved by Appraiser. In the absence of satisfying the conditians of this paragraph with respect to a party who is not designated as an Imended User, in no event shall the receipt of an Appraisal Report by such party extend any right to the party to use and rely on such report, and Appraiser shall have no liability for such unauthorized use and reliance on any Appraisal Report. In the event Client breaches the provisions of this paragraph, Client shall indemnify, defend and hold Appraiser, and its offiliates and their officers, directors, employees, contractors, agents and other representatives (Appraiser and each of the foregoing an "Indemnified Party" and collectively the "Indemnified Parties"), fully harmless from and against all losses, liabilities, damages and expenses (collectively, "Damages") claimed against, sustained or incurred by any Indemnified Party arising out of or in conneCtion with such breach, regardless of any negligence on the part of any Indemnified Party in preparing the Appraisal Report. 17. Furthermore, Cliem shall indemnify, defend and hold each of the Indemnified Parties harmless from and against any Damages in connection with (i) any transaction contemplated by this Agreement or in connection with the appraisal or the engagement of or performance of services by any Indemnified Party hereunder, (ii) any Damages claimed by any user or recipient of the Appraisal Report, whether ar not on Intended User, (iii) any actual or alleged untrue statement of a material fac!, or the actual or alleged failure to state a material fact necessary to make a statement not misleoding in light of the circumstances under which it was mode with respect to all information furnished to any Indemnified Party or made available to a prospective party to a transaction, or ~v) an actual or alleged violation of applicable law by an Intended User (including, without limitation, securities laws) or the negligent or intentional acts or omissions 0/ an Intended User (including the failure to perform any duty imposed by law); and will reimburse eoch Indemnified Party for all reasonoble fees and expenses (including fees and expenses of counsel) (collectively, "Expenses") as incurred in connection with investigating, preparing, pursuing or defending any threatened or pending claim, action, proceeding or investigation (collectively, "Proceedings") arising therefrom, and regardless of whether such Indemnified Party is a formal party to such Proceeding. Client agrees not to enter into ony waiver, release or settlement of ony Proceeding (whether or not any Indemnified Party is a formal party to such Proceeding) without the prior written consent of Appraiser (which consent will not be unreasonably withheld or delayed) unless such waiver, release or settlement includes on unconditional release of each Indemnified Party from all liability arising out of such Proceeding. 18. Time Period for Legal Action. Unless the time period is shorter under applicable law, except in connection with paragraphs 16 and 17 above, Approiser and Client agree that any legal action or lawsuit by one party against the other party or its affiliates, officers, directors, employees, contractors, agents, or other representatives, whether based in contract, warranty, indemnity, negligence, strict liability or other tort or otherwise, relating to (a) this Agreement or the Appraisal Report, (b) any services or appraisals under this Agreement or (c) any acts or conduct relating to such services or appraisals, shall be filed within two (2) years from the date of delivery to Client of the Appraisal Report to which the cloims or causes of action in the legal action or lawsuit relate. The time period stated in this section shall not be extended by ony incapacity of a party or any delay in the discovery or accruol of the underlying claims, causes of action or damages. © 2018 CBRE, Inc. 208 Addenda Addendum E QUALIFICATIONS © 20 J 8 CBRE, Inc . 209 Clients Represented Fifth Third Bank Bank of the Ozarks Popular Community Bank Ally Financial SunTrust Bank PNC Bank Mercantil Bank TO Bank Iberia Bank Bank of the West Ocean Bank AIG Investments Bank Hapoalim B.M. BB&T Biscayne Bank FirstBank Florida JP Morgan Chase Bank Florida Community Bank © 2018 CBRE, Inc. Experience Hector Diaz, MAl, is a Vice President with over 12 years of commercial real estate appraisal and consulting experience throughout South Florida . Mr. Diaz is in the Valuation & Advisory Services Group's Miami office in the Florida/Caribbean Region . His primary geographical location is Southeast Florida, which includes Miami-Dade, Broward, Palm Beach, and Monroe Counties. Mr. Diaz's experience encompasses a wide variety of property types including single and multi- family residential, professional/medical/dental offices, automobile dealerships, retail shopping centers, mixed-use residential, industrial flex warehouses, bulk distribution, cold storage warehouses, research and development, service stations and convenience stores, financial institutions, restaurants, and marinas and working waterfront. Professional Affiliations / Accreditations • Appraisal Institute -Designated Member (MAl) • Certified General Real Estate Appraiser, State of Florida, #RZ2803 Education • University of South Florida, Tampa, FL _ Bachelor of Science in Electrical Engineering -1989 210 RICK SCOTT, GOVERNOR KEN LAWSON, SECRETARY STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BD r"llMJi"If!*b, ? RZ2803 t-J ' The CERTIFIED GENERAL APPRAISER ~ ~"'- Named below IS CERTrFJED Under the provisions of Chapter 475 FS. Expiration date: NOV 30, 2018 t\l ....Iio. ....Iio. DIAZ, HECTOR JAVIER 777 BRICKELL AVENUE SUIJiE 900 MIAMI FL 33131 '~~lJFn 10/]11?01n nl~PI AY A~ RFO\ IIRFn RY I AW \ ~FO #. 11R10:\1nnn41Q1 Clients Represented LNR Partners Bank of America Merrill Lynch SunTrust Bank PNC Bank Mercantil Popular Community Bank 5/3 Bank Iberia Bank Santander Bank Regions Bank TD Bank Bank United BB&T Bank CitiBank Deutsche Bank Ocean Bank Centennial Bank Bank of the Ozark First Bank Florida I!;) ::>OlB CBRE, Tnc Experience James Agner is the Senior Managing Director of the Valuation & Advisory Services for the Florida- Caribbean Reg ion . Located in the CBRE Miami office since 1995, Mr. Agner has over thirty years of real estate appraisal and consulting experience throughout the State of Florida, with primary experience in South Florida and in the Caribbean. Mr. Agner is a designated member of the Appraisal Institute (MAl) and General Review Specialist (AI-GRS), member of the Society of Golf Appraisers (SGA), and Royal Institution of Chartered Surveyors (MRICS) and is licensed as a Certified General Real Estate Appraiser in the State of Florida and Georgia. He also has provided expert witness testimony in the Circuit Courts -State of Florida and United States Bankruptcy Courts. As Senior Managing Director, Mr. Agner leads a valuation and advisory staff in Miami and Palm Beach Counties that provides exceptional quality appraisal work and client service in South Florida, Treasure Coast and the Florida Keys. He also coordinates all activities for Florida and in the Caribbean, including overseeing new business development, client relations and appraisal quality control production . Mr. Agner is also the National Director of the Golf Valuation Group and the Net Lease Valuation Group for CBRE. Professional Affiliations / Accreditations Appraisal Institute -Designated Member (MAl), Certificate No. 7791 Appraisal Institute -General Review Specialist (AI-GRS), Certificate No. 69150 Society of Golf Appraisers (SGA), Certificate No. 25 Royal Institution of Chartered Surveyors -Member (MRICS), Certificate No. 7505662 Certified General Real Estate Appraiser, State of Florida, #RZ382 Certified General Real Estate Appraiser, State of Georgia, #345321 Licensed Real Estate Broker, State of Florida, BK402088 Education Florida State University, Tallahassee, FL Bachelors of Science in Business Administration, Marketing -1981 212 I\,) ....10. W RICK SCOTT" GOVERNOR KEN LAWSON, SECRETARY STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BO AGNER t JAMES E 777 BRICKELL AVE SUITE 910 MIAMI ISSUED: 09/25/2016 ~\.: . ":J .. SEQ # L 1609250003799 .. FFICE 0 TH PROPERTY A PRAIS R Summary Report Generated On : 10/19/2021 Property Information Folio: 09-4036-022-0350 Property Address: 5829 SW73 ST South Miami, FL 33143-0000 Owner CITY OF SOUTH MIAMI Mailing Address 5829 SW 73 ST SUITE 1 SO MIAMI, FL 33143-5040 PA Primary Zone 6400 COMMERCIAL -CENTRAL 2817 PARKING LOTIMOBILE HOME Primary Land Use PARK: COMMERCIAL -TOTAL VALUE Beds I Baths I Half 0/0/0 Floors 0 Living Units 0 Actual Area Sq.Ft Living Area Sq.Ft Adjusted Area 114,010 Sq.Ft Taxable Value Information Lot Size o Sq.Ft Year Built 2007 ] 2021 2020 2019 County Assessment Information Year 2021 2020 2019 Exemption Value I $0 $0 $0 Taxable Value I $8 ,674,840 $8,644,057 $9 ,800,000 School Board Land Value , $0 $0 $0 Building Value $0 $0 $0 XFValue $0 $0 $0 Exemption Value I $0 $0 $0 Taxable Value I $8 ,674,840 $8,644,057 $9,800,000 City Market Value $8,674,840 $8,644,057 $9,800,000 Assessed Value $8,674,840 $8,644,057 $9,800,000 Exemption Value I $0 $0 $0 Taxable Value I $8 ,674,840 $8,644,057 $9,800,000 Benefits Information Regional Benefit ] Type 1 2021 1 2020 1 2019 Note : Not all benefits are applicable to all Taxable Values (i.e. County, School Exemption Value I $0 $0 $0 Taxable Value 1 $8,674,840 $8,644,057 $9,800,000 Board , City, Regional). Sales Information Short Legal Description Previous Sale I Price I OR Book-Page I Qualification Description W A LARKINS PB 3-198 LOT 35 & PORT OF LOTS 36 & 37 & LOTS 48 THRU 50 INCLUDING AIR RIGHTS AKA 1 ST FLOOR RETAIL & The Office of the Property Appraiser is continually editing and updating the tax roll. This website may not reflect the most current information on record. The Property Appraiser and Miami-Dade County assumes no liability, see full disclaimer and User Agreement at http://www.miamidade .gov/infoldisclaimer.asp Version : 215 FF CE OF HE PRO ERTV PPR ISER Summary Report Generated On : 10/19/2021 Property Information Folio: 09-4036-022-0260 Property Address: 5829 SW73 ST South Miami, FL 33143-5209 Owner MARK RICHMAN PROPERTIES INC Mailing Address 5829 SW 73 ST #1 MIAMI, FL 33143 PA Primary Zone 6400 COMMERCIAL -CENTRAL Primary Land Use 1117 STORE : COMMERCIAL- TOTAL VALUE Beds I Baths I Half 01010 Floors 0 Living Units 0 Actual Area Sq.Ft Living Area Sq.Ft Adjusted Area 7,620Sq.Ft Lot Size o Sq.Ft Taxable Value Information Year Built 2007 2021 2020 1 2019 County Assessment Information Exemption Value $0 $0 1 $0 Year 2021 2020 2019 Taxable Value $2,057,000 $1,870,000 1 $1,700,000 Land Value $0 $0 $0 School Board Building Value $0 $0 $0 Exemption Value $0 $0 1 $0 XFValue $0 $0 $0 Taxable Value $2,338,197 $2,325,995 1 $1,700,000 Market Value $2 ,338 ,197 $2,325,995 $1,700,000 City Assessed Value $2,057,000 $1,870,000 $1,700,000 Exemption Value $0 $0 1 $0 Benefits Information Benefit I Type 1 2021 1 2020 2019 Non-Homestead Cap I Assessment Reduction 1 $281,197 1 $455,995 Note: Not all benefits are applicable to all Taxable Values (Le. County, School Taxable Value $2,057,000 $1,870,000 I $1,700,000 Regional Exemption Value $0 $0 1 $0 Taxable Value $2,057,000 $1,870,000 1 $1,700,000 Board, City, Regional). Sales Information Short Legal Description W A LARKINS PB 3-198 Previous OR Sale Price Book-Qualification Description Page LOT 36 LESS N11 213FT & LESS W5FT & PORT OF LOT 37 LESS 510FT 07101/2008 $0 26495-Sales which are disqualified as a result of 3644 examination of the deed & LESS W5FT & LESS AIR RIGHTS 02/01/1998 $1,250,000 17973-Sales which are qualified 1294 AKA 1ST FLOOR RETAIL 09/01/1993 $0 16160-Sales which are disqualified as a result of 2913 examination of the deed 12/01/1992 $0 15767-Sales which are disqualified as a result of 2151 examination of the deed The Office of the Property Appraiser is continually editing and updating the tax roll. This website may not reflect the most current information on record. The Property Appraiser and Miami-Dade County assumes no liability, see full disclaimer and User Agreement at http://www.miamidade.govlinfoldisclaimer.asp Version: 216