1 2 3 Letter of Intent/ Board Item a) Valuation Responses oF 4 Board Approval Item 5 & Contract40 NW 31d Street Suite 1103 Miami, Fotida 33128 Phone (305) 373-6789 Fax (305) 371-9451 \wvewurniamiparking.com FROM To: Honorable Chairperson and Members of the Off-Street Parking Board Arthur Noriega V, Chief Executive Officer, Miami Parking Authority A SUBJECT: Approval to Release Advertisement to solicit Proposals for the Purchase of Real Property located at 2860 Oak Avenue, Miami, FL 33133 (aka Oak Avenue Parking Garage / Garage #8) DATE: February 4, 2015 Resolution 14-02 establishing the policy and outlining the procurement procedure for public private partnerships and unsolicited proposals was approved by this board and adopied by this agency during the board meeting held on August 6, 2014, According to the resolution, if this agency received an unsolicited proposal which it deemed actionable and of merit, a request for approval to advertise for the solicitation of additional proposals should be presented before this board. Attached is an unsolicited proposal for the Purchase of the Real Property containing approximately 0.85 acres of land with a 158,113 square foot/388 space parking garage and 1* floor retail, located at 2860 Oak Ave, Miami, FL 33133 (aka Oak Avenue Parking Garage / Garage #8); identified by folio number 01-4121-243-0001, Staff recommends engaging with any interested parties that might be interested in purchasing the previously deseribed real property. Pursuant to the Resolution, we will be placing an advertisement to request that any interested parties submit their purchase offers to MPA for review. Following this process, a selection committee will be convened and if any of the offers are deemed to be beneficial to our agency and are in alignment with our future vision and growth, a further tecommendation for approval of the sale will be brought before this board at a future meeting. Staff respectfully requests the Board’s approval to release an advertisement for the solicitation of proposals for the purchase of real property located at 2860 Oak Avenue,01/28/2015 FIFTEEN THOUSAND DOLLARS AND 00 CENTS PAY TO THE ORDER OF: DEPARTMENT OF OFF-STREET PARKING $15,000.00 ™S502536339" #06 20000L%: 000074 265 gutCONFIDENTIAL AND NONBINDING January 26, 2015 TERRA WORLD INVESTMENTS, LLC ‘The Department of Off-Street Parking of the City of Miami D/B/A Miami Parking Authority RE: Purchase of the real property containing approximately 0.85 acres of land with a 156,113 square foot/388 space parking garage and 1 floor retail, located at 2860 Oak Ave, Miami, FL 33133, also known as Garage #8, identified by folio number 01-4121-243-0001. Dear Mr. Arthur Norlega: “This fetter of intent ("LOI") sets forth the basic terms and conditions under which the Department of Off- ‘Street Parking of the City of Miami a/k/a Miami Parking Authority (the "Selle”) will consider entering Into negotiations with Purchaser (as defined below) for the purchase from Selle, of that certain real property noted above (the "Property’) incuding, without limitation, the land and current improvements. The obligation of the parties hereunder shall be subject to the execution by the Purchaser and Seller of a ‘mutually acceptable Purchase and Sale Agreement (the "Purchase Agreement”). 1. Purchaser: ‘The Purchaser under the Purchase Agreement shall be Terra World Investments, LLC, a Florida limited liability company, and/or its assignee ("Purchaser"). 2. Purchase Price: Purchaser agrees to pay a price of Sixteen Million Dollars ($16,000,000.00) (the "Purchase Price”) based on Purchaser buying the rights to the above-referenced parking garage and 15 floor retail as follows: ‘@) Two Hundred Fity Thousand Dollars ($250,000.00) being the Initial Purchase Price Deposit (as hereinafter defined). ) Five Hundred Fifty Thousand Dollars ($550,000.00) being the Second Purchase Price Deposit (es hereinafter defined), ©) Fifteen Million Two Hundred Thousand Dollars ($15,200,000.00) at Closing (as hereinafter defined) 3. Execution of Purchase Agreement: Within thity (30) business days folowing the date of the full execution of this LOI, Purchaser and Seller shall negotiate and endeavor to execute the Purchase Agreement Incorporating ‘the terms of this LOL and/or such other terms as may be acceptable to Purchaser and Seller in their sole discretion. If Purchaser and Seller are unable to execute a Purchase ‘Agreement on or before the end of such thirty (30) day period then this LOT shall terminate and neither the Purchaser nor Seller shall be further obligated to each other. Upon execution of the Purchase ‘Agreement, this LOI shall terminate and the rights and obligations of the Purchaser and Seller shall be ‘governed by the Purchase Agreement.CONFIDENTIAL AND NONBINDING January 26, 2015 4. Initial Purchase Price Deposit: Within three (3) business days following the receipt by Purchaser of a fully executed copy of tive Purchase Agreement, Purchaser shall deliver Two Hundred Fifty ‘Thousand Dollars ($250,000.00) to a mutually agreeable escrow agent (the "Escrow Agent’), to be held as a refundable deposit (the “Initial Purchase Price Deposit”) under the terms of this LOI. At Closing (as defined below), the amount of the Initial Purchase Price Deposit will be applied to the Purchase Price. 5. Inspection Period: Purchaser shall have thirty (30) days following the execution of the Purchase Agreement (the "Inspection Period") during which the Purchaser shall have the right to inspect all aspects ofthe Property at its sole cost and expense. Seller agrees to cooperate with Purchaser and/or its representatives and agents with regard to sald inspections and to provide Purchaser with access to the Property for the purpose of performing adkitional due dligence. In the event that Purchaser terminates the Purchase Agreement, for any reason whatsoever in Purchaser's sole discretion, prior to the expiration of the Inspection Period, then the Purchase Price Deposit shall be returned to the Purchaser and the patties shall be released from all further obligations. In the event that the Purchaser and Seller enter into the Purchase Agreement and the Purchaser elects to proceed with the transaction following the Inspection Period, the monies held in escrow continue to be earnest money deposit under the Purchase Agreement, 6. Second Purchase Price Deposit: Within three (3) business days following the satisfactory ‘completion of the Inspection Period by the Purchaser, Purchaser shall deliver an addtional sum of Five Hundred Fifty Thousand Dollars ($550,000.00) to the Escrow Agent (the "Second Purchase Price Deposit’, and together with the Initial Purchase Price Deposit, the “Deposits”). In the event thet the Purchaser and Seller enter into the Purchase Agreement, if the Purchaser elects not to proceed with the transaction prior to the expiration of the Inspection Period as defined herein, for any reason whatsoever. in Purchaser's sole discretion, then the Purchase Agreement shall terminate and the Deposits shall be returned to the Purchaser, whereupon neither the Seller nor the Purchaser shall be further obligated to teach other. In the event that the Purchaser and Seller enter into the Purchase Agreement and the Purchaser elects to proceed with the transaction following the Inspection Per‘od and after Escrow Agent Feceives the Second Purchase Price Deposit, the monies held in escrow continue to be earnest money deposit under the Purchase Agreement. 7. Property Documents: Within three (3) business days following the execution of the Purchase Agreement, Seller shall deliver to Purchaser coples of all agreements, documents, and reports relating to the Property; in addition, Scller shall provide to Purchaser an existing survey of the Property, any sol boring reports, any property condition reperts, any environmental reports with respect to the Property, copies of all permits by city, county, state, and federal agencies, a full set of plans and specications, ‘engineering reports, copies of any threatened or fled lawsuits regarding the Property, and the existing policy of tite insurance with respect to the Property, 8. Conditions to Closing: As of Closing, the following shall be conditions precedent to Purchaser's obligation to close under the Purchase Agreement: Seller must deliver the Deed of the property to the Purchaser. This deed must convey clean, insurable and marketable titie, without any encumbrances;CONFIDENTIAL AND NONBINDING ‘AS of the date of Closing, the Property shall be free from contamination by substances defined as fr included in the definition of “hazardous substances’, “hazardous waste", “hazardous ‘materials’, “toxic substances", "contaminants", or other pollution including, but not limited to, asbestos, uncer any applicable federal, state or local laws, ordinances, rules or regulations now or hereafter in effect ("Hazardous Materials") of, in the alternative, there shall be a current no further action letter issued by the applicable goveming authorities evidencing that no environmental remediation is required in connection with the Property; and AS of the date of Closing, Sellers representations and warranties pursuant to the Purchase ‘Agreement shall be true and correct. January 26, 2015 In the event that any condition precedent is not satisfied to Purchaser's satisfaction, then Purchaser, at its election, may: (i) extend the Closing in order to permit additonal time within which to satisfy all such ‘conditions precedent; or (i) terminate the transaction and have the Deposits refunded to Purchaser. In the event, that Purchaser determines, at its discretion, that It is not feasible for it to continue to pursue the satisfaction of the conditions precedent, Purchaser may terminate the Purchase Agreement and receive the return ofits Purchase Price Deposit. 9. Closing: The closing under the Purchase Agreement (the *Closing") will occur within ninety (90) days folowing expiration of the Inspection Peried (provided that the Purchase Agreement has not been previously terminated pursuant to the terms thereof). 10. Closing Costs: Seller shall pay the documentary stamp taxes on the deed, the Miami-Dade County Surtax on the deed (if any), and the cost of recording the deed. Each party shall bear the cost of Its attorneys, accountants, appraisers, and other professionals, consultants and representatives, Purchaser shall be responsible for selecting the title agent and the cost of tite insurance. 11, Brokerage: Seller and Purchaser represent and warrant to each other that nelther Seller nor Purchaser has engaged or employed eny broker, agent, finder or other similar party with respect to the sale of the Property. Each party indemnities and agrees to hold harmless the other from any and all loss, ost, expense or Kabity incurred by one party asa result of the breach ofa representation by the other, including, without imitation, attomeys’ and paralegals’ fees incurred, whether or not any action Is ‘commenced or, if commenced, through any and all trial, appellate or bankruptcy proceedings. 12, Confidentiality: Seller and Purchaser agree to keep the existence and terms of this LOI (and the existence and terms of the Purchase Agreement if executed) confidential, except as may be required by law oF the governing authorities with regard to approvals that Purchaser Is seeking, and except as may be necessary by either of the parties to disclose to its lawyers, accountants, lenders, investors, consultants, and similar professionals. 13. Termination: This Lot shall automatically terminate and be of no further force or effect if not fully executed within three (3) business days of the date set forth above. tis expressly acknowledged and agreed by the patties hereto that except with respect to Sections 11.12, ‘and 13 above, this LOI is not Intended, nor shall this LOI be deemed to be a legally binding of 3CONFIDENTIAL AND NONBINDING January 26, 2015 enforceable agreement of the parties. Furthermore, this LOT does not purport to be inclusive of all of the ‘material terms and concitions relating to such transaction. It is expressly agreed and understood that, as a condition to a legally binding obligation of the parties (except with respect to Sections 11, 12 and 13 above), the Purchase Agreement shall be acceptable in form andl substance to the parties hereto and their respective counsel, as evidenced by the execution and delivery of the Purchase Agreement by the respective partis, If the foregoing accurately sets forth Seller's understanding of Purchaser’s and Seller's mutual intentions, Seller should so indicate by signing the space provided below and returning It to the Purchaser. AGREED AND ACCEPTED: ‘The Department of Off-Street Parking Terra World Investments, LLC of the City of Miami D/B/A Miami Parking Authority By: oo Print Name: Arthur Noriega Prine Name: David Martin Title: Manager| Valuation Services AN RESTRICTED USE APPRAISAL REPORT OF 0.85 ACRE SITE WITH A 388 SPACE PARKING GARAGE WITH 1 FLOOR RETAIL SPACE 2860 OAK AVENUE MIAMI, FL 33133 For MIAMI PARKING AUTHORITY DIRECTOR OF PLANNING & DEVELOPMENT 40 NW THIRD STREET - SUITE 1103 MIAMI, FL 33128 Date of Valuation: “As is”: September 18, 2014 Date of Report: Ostober 21, 2014 By CRE VALUATION SERVICES, LLC 9655 S. Dixie HIGHWAY, SUITE 309 MIAMI, FL 33156Re October 21, 2014 Miami Parking Authority Director of Planning & Development 40 NW Third Street - Suite 1103 Miami, FL. 33128, Re: A0.85 Acre Site With A 388 Space Parking Garage With 1st Floor Retail Space 2860 Oak Avenue Mia Dade County, Florida 33133, CRE File No. 64253052 As requested, we have completed a real estate appraisal and submit our Restricted Use Naratre Report on the above referenced property. ‘The purpose of this appraisal was to Form an opinion of the Invector Value of the Fee Simple interest in the subject property “as is”, as of September 18, 2014 subject to the extriordinary and general underlying assumptions and limiting conditions. The subject consists of a 0.85 acre site with a 388 space parking garage with 1" floor retail. The site currently has an existing 158,113 SF parking garage with retail. ‘The property is located at 2860 Oak Avenue in Miami, Miami-Dade County, Florida This appraisal report was completed in accordance with the Uniform Standard of Professional Appraisal Practice adopted by ‘The Appraisal Foundation, and in accordance with the Code af Professional Ethics and Standards of Professional Practice of the Appraisal Institute. In addition, this appraisal was written in conformance with Title XI of FIRREA. The letter of engagement appears in the Exhibits section of this report. ‘The intended user of this appraisal is the Miami Parking Authority. ‘This report is intended to be used for internal portfolio valuation purposes. Use by others or for alternate reasons is not intended by CRE Valuation Services. Based on our conclusions, the Investor Value of the Fee Simple interest in the subject, "Investor Value’, as of September 18, 2014, subject to the extruordinary and general underlying assumptions and limiting conditions, is: 816,000,000Page 2 Extraordinary Assumptions Several assumptions have been made in determining the investor value and if any of these assumptions should prove substantially different from our assumptions we reserve the right to adjust our values based on the new data. The use of extraordinary assumption might have affected the assignment results Hypothetical Condition None Our firm appreciates the opportunity to have performed this appraisal assignment on your behalf. If we may be of further service, please contact us. Respectfully submitted, CRE Valuation Services, LLC Mick Stiksma, MAI, Managing DirectorTABLE OF CONTENTS SUMMARY OF SALIENT FACTS.. =m ASSUMPTIONS AND LIMITING CONDITIONS... CERTIFICATION. INTRODUCTION. PROPERTY APPRAISED, PROPERTY IDENTIFICATION SCOPE OF APRAISAL/EXTENT OF Tit DATA CorLECTION Brooks 9 Conpenescy 0 INTENDED USE AND USEROF THE APPRAISAL 10 PROPERTY RIGHTS APPRAISED, 0 Hisrony oF THe SUBJECT PROPERTY... 10 Lec, Descrirnion. ny SOUTHEAST FLORIDA MSA ANALYSIS. sel INTRODUCTION 12 Poptrarion 16 EMPLOvMENT 16 TRANSPORTATION 6 Coxcitsion 20 PRIMARY MARKET ANALYSIS. SITE ANALYSIS.. IMPROVEMENT ANALYSIS. HIGHEST AND BEST USE ANALYSIS... ANALYSIS OF SITE AS VACANT 33 ANALYSIS AS IMPROVED, M REAL ESTATE TAX ANALYSIS... APPRAISAL PROCESS, Overview Sumjecrsrrecinic SALES COMPARISON APPROACH .. INTRODUCTION SALES PRICE PL PARKING SPACE ANALYSIS INCOME APPROACH... INTRODUCTION INCOME ANALYSIS ANALYSIS OF TENANCY “OPERATING EXPENSE AN AIYSIS CAPITALIZATION TECHNIQUES INVESTMENT VALUE ns RECONCILIATION AND FINAL VALUE CONCLUSION. REcONCHLLATION ESpOsURI THA/ MARKETING TIN EXHIBITS. RE Valuation Services, LLCSubject: Interest Valued Intended Use of the Report Effective Date of Value 's Complete & Stabilized” Date of Report Summary of Subject Property Land Size: Zoning: Flood Plain: Total Improvements (GBA) Parking Garage Improvements ( Retail Improvements (GBA): Land to Building Ratio Construction: -ar of Construction: Condition: Highest and Best Use As Vacant: As Improved! Value Indication of the Subject Investor Value “as is” SUMMARY OF SALIENT FACTS \ 0.85 Acre Site with 388 Space Parking Garage with Ist Floor Retail Space 2860 Oak Avenue Miami, Miami-Dade County, FL. 33133 F Simple Interest, Asset Valuation and Internal Purposes September 18, 2014 October 21, 2014 0.85 Actes (36,930 SF) 15-0" Urban Center Zone-Open Disirict EMA Panel 12086C0476L, 9/11/2009, Zone X. 158,113 SF 139, 06 SE 18,607 Masonry Block 2000 Good Commercial or rezone for High Density Residential Continued use of the existing improvements (parking structure with 1” floor retail) $16,000,000 RE Valuation Services, LLC Paget 64253052ASSUMPTIONS AND LIMITING CONDITIONS ‘This appraisal xeport has been made with the following general assumptions: 1 9. 10. Any legal description or plats reported herein are assumed to be accurate. Any sketches, surveys, plats, photographs, drawings ot other exhibits are included only to assist the intended user to better understand and visualize the subject property, the environs, and the competitive data, We have made no survey of the property and assume no responsibility in connection with such matters ‘The appraiser has not conducted any engineering or architectural surveys in connection with this appraisal assignment. Information reported pertaining to dimensions, sizes, and areas is either based on measurements taken by the appraiser or the appraiser's staff or was oblained or taken from referenced sources and is considered reliable. No tesponsibility is assumed for the costs of Preparation or for arranging geotechnical engineering, architectural, or other types of studies, surveys, or inspections that require the expertise of a qualified professional. No responsibility is assumed for matters legal in nature. Title is assumed to be good and ‘marketable and in leased fee unless otherwise stated in the report. The property is considered to be free and clear of existing liens, easements, restrictions, and encumbrances, except as stated, Unless otherwise stated herein, it is assumed there are no encroachments or violations of any zoning or other regulations affecting the subject property and the utilization of the land and improvements is within the boundaries or property lines of the property described and that there are no trespasses or eneroachments. CRE, Valuation Services, LLC assumes there are no private deed restrictions affecting the property which would limit the use of the subject property in any way It is assumed the subject property is not adversely affected by the potential of floods; unless otherwise stated herein. I is assumed all water and sewer facilities (existing and proposed) are oF will be in good working order and are or will be of sufficient size to adequately serve any proposed buildings. Unless otherwise stated within the report, the depiction of the physical condition of the improvements described herein is based on visual inspection. No liability is assumed for the soundness of structural members since no engineering tests were conducted. No liability is assumed for the condition of mechanical equipment, plumbing, ot electrical components, as complete tests were not made. No responsibilty is assumed for hidden, unappareat or masked property conditions or characteristics that were not eleatly apparent during oue inspection, 1€ building improvements are present on the site, no significant evidence of termite damage or infestation was observed during our physical inspection, unless so. stated in the report. No termite inspection report was available, unless so stated in the report. No responsibility is assumed for hidden damages o infestation. Any proposed or incomplete improvements included in this report are assumed to be satisfactorily completed in a workmanlike manner of will be thus completed within a reasonable length of time according to plans and specifications submitted. CRE Valuation Services, LLC Page2 (6425305213. MW 17. ASSUMPTIONS AND LIMITING CONDITIONS No responsibility is assumed for hidden defects or for conformity to specific governmental Fequirements, such as fire, building, safety, earthquake, or occupancy codes, except where specific professional or governmental inspections have been completed and reported in the appraisal report Responsible owncrship and competent property management are assumed The appraisers assume no responsibility for any changes in economic or physical conditions which occur following the effective date of value within this report that would influence or potentially affect the analyses, opinions, or conclusions in the seport. Any subsequent changes are beyond the scope of the report. The value estimates reported herein apply to the entire property. Any proration or division of the total into fractional interests will invalidate the value estimates, unless such proration of division of interests is set forth in the report. Any division of the land and improvement values estimated herein is applicable only under the rogram of utilization shown. These separate valuations are invalidated by any other application, Unless otherwise stated in the report, only the real property is considered, so no consideration is given to the value of personal property or equipment located on the premises or the costs of ‘moving or relocating such personal property ot equipment. Unless otherwise stated, it is assumed that there are no subsurface oil, gas or other mineral deposits of subsurface rights of value involved in this appraisal, whether they are gas, liquid, or solid. Nor are the rights associated with extraction or exploration of such elements considered, unless otherwise stated. Unless otherwise stated it is also assumed that there are no air of development rights of value that may be transferred, Any projections of income and expenses, including the reversion at time of resale, are not predictions of the furure. Rather, they aze our best estimate of current market thinking of what future trends will be. No warranty or representation is made that these projections will ‘materialize, The real estate market is constantly fluctuating and changing, It is nor the task of an appraiser to estimate the conditions of a future real estate market, but rather to reflect what the investment community envisions for the future in terms of expectations of growth in rental fates, expenses, and supply and demand. The forecasts, projections, or operating estimates contained herein are based on curzent market conditions, anticipated short-term supply and demand factors, and a continued stable economy. These forecasts are, therefore, subject to changes with future conditions. Unless subsoil opinions based upon engineering core borings were furnished, itis assumed there are no subsoil defects present, which would impair development of the land to its maximum Permitted use or would render it more or less valuable. No responsibility is assumed for such Conditions or for engineering which may be required to discover them. CRE Valuation Services, LLC representatives are not experts in determining the presence or absence of hazardous substances, defined as all hazardous ot toxic materials, wastes, pollutants or contaminants (including, but not limited to, asbestos, PCB, UFFI, or other raw matetials or chemicals) used in construction or otherwise present on the property. We assume no responsibilty for the studies or analyses which would be required to determine the presence ot absence of such substances or for loss as a result of the presence of such substances. Appenisers are not qualified to detect such substances. The client is urged to retain an expert in this field. ‘CRE Valuation Services, LLC Page 3 64253052ASSUMPTIONS AND LIMITING CONDITIONS 21. We are not experts in determining the habitat for protected or endangered species, including, but ‘not limited t0, animal or plant life (such as bald eagles, gophers, tortoises, ete) that may be present on the property. We assume no responsiblity for the studies or analyses which would be required to determine the presence ot absence of such species ot for loss as a result of the presence of such species. ‘The appraiser hereby reserves the right to alter, amend, revise, or rescind any of the value opinions based upon any subsequent endangered species impact studies, research, and investigation that may be provided. 22. No environmental impact studies were either requested or made in conjunction with this analysis. The appraiser hereby reserves the right to alter, amend, revise, or rescind any of the value opinions based upon any subsequent environmental impact studies, research, and investigation that may be provided. 23. The appraisal is based on the premise that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless otherwise stated in the report further, that all applicable zoning, building, and use regulations and restrictions of all types have been complied with unless otherwise stated in the report; further it is assumed that all required licenses, consents, permits, or other legislative or administrative authority, local, state, federal and/or private entity or organization have been or can be obtained or renewed for any use considered in the value estimate. 24. Neither all nor any part of the contents of this report or copy thereof, shall be conveyed to the Public through advertising, public relations, news, sales, or any other media, without the prior written consent and approval of the appraisers. This limitation pertains to any valuation conclusions, the identity of the analyst or the firm and any reference to the professional organization of which the appraiser is affiliated ot to the designations thereof, Although the appraiser has made, insofar as is practical, every effort to verify as factual and true all information and data set forth in this report, no responsibilty is assumed for the accuracy of any information furnished the appraiser either by the client of others. If for any reason, future investigations should prove any data to be in substantial variance with that presented in this Feport, the apptaiser reserves the right to alter or change any or all analyses, opinions, or conclusions and/or estimates of value. 26. If this report has been prepared in a so-called “public non-disclosure” state, real estate sales Prices and other data, such as rents, prices, and financing, are not a matter of publie record. If this is such a “non-disclosure” state, although extensive effort has been expended to verify pertinent data with buyers, sellers, brokers, lenders, essors, lessees, and other sources considered reliable, it has not akways been possible to independently verify all significant facts. In these instances, the appraiser may have relied on verification obtained and reported by appraisers outside of our office. Also, as necessary, assumptions and adjustments have been made based on comparisons and analyses using data in the eport and on interviews with market participants, ‘The information furnished by others is believed to be reliable, but no warranty is given for its RE Valuation Services, LLC Page 4 (6425305229. 30 31. 33, ASSUMPTIONS AND LIMITING CONDITIONS The American Disabilities Act (ADA) became effective January 26, 1992. The appraiser has not made a specific compliance survey or analysis of the property to determine whether or not it is in conformity with the various detailed requirements of ADA. It is possible that a compliance survey of the property and a detailed analysis of the requirements of the ADA would reveal that the property is not in compliance with one or more of the requitements of the act. If $0, this fact could have a negative impact upon the value of the property. Since the appraiser has no direct evidence relating to this issue, possible noncompliance with the requirements of ADA was not considered in estimating the value of the property: This appraisal report has been prepared for the exclusive benefit of the client. It may not be used or relied upon by any other party. Any other party who is not the identified client within this report who uses of relies upon any information in this report does so at their own risk. ‘The dollar amount of any value opinion herein rendered is based upon the purchasing power and price of the United States Dollar as of the effective date of value. This appraisal is based on ‘market conditions existing as of the date of this appraisal. ‘The right is reserved by the appraiser to make adjustments to the analyses, opinions, and conclusions set forth in this report as may be required by consideration of additional or more reliable data that may become available. No change of this report shall be made by anyone other than the appraiser or appraisers. The appraiser(s) shall have no responsibility for any unauthorized change(s) to the report. If the client instructions to the appraiser were to inspect only the exterior of the improvements in the appraisal process, the physical attributes of the property were observed from the street(s) as of the inspection date of the appraisal. Physical characteristics of the property were obtained from tax assessment records, available plans, if any, descriptive information, and interviewing the client and other knowledgeable persons. It is assumed the interior of the subject property is consistent with the exterior conditions as observed and that other information relied upon is accurate . The submission of this report constitutes completion of the services authorized. It is submitted fon the condition the client will provide reasonable notice and customary compensation, including expert witness fees, relating to any subsequent required attendance at conferences, depositions, and judicial or administrative proceedings. In the event the appraiser is subpoenaed for either an appearance or a request to produce documents, a best effort will be made to notify the client immediately. The client has the sole responsibility for obtaining a protective order, providing legal instruction not to appear with the appraisal report and related work files and will answer all questions pertaining to the assignment, the preparation of the report, and the reasoning used to formulate the estimate of value. Unless paid in whole or in part by the pasty issuing the subpoena or by another party of interest in the matter, the client is responsible for all ‘unpaid fees resulting from the appearance or production of documents regardless of who orders the work. Use of this appraisal report constitutes acknowledgement and acceptance of the general assumptions and limiting conditions, special assumptions (if any), extraordinary assumptions (if any), and hypothetical conditions (if any) on which this estimate of market value is based, CRE Valuation Services, LLC Page 5 (64253052ASSUMPTIONS AND LIMITING CONDITIONS Extraordinary Assumptions Several assumptions have been made in determining the investor value and if any of these assumptions should prove substantially different from our assumptions we reserve the right to adjust our values based on the new data, The use of extraordinary assumption might have affected the assignment results. ‘Hypothetical Condition None RE Valuation Services, LLC Page 6 (64253052CERTIFICATION We certify that, to the best of our knowledge and belief: ~The statements of fact contained in this report are true and correct. ~ The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and aze our personal, impartial, and unbiased professional analyses, opinions, and conclusions. - We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved, ~ We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment ~The appraiser's signing this report have performed no (or the specified) 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. ~ Our engagement in this assigament was not contingent upon developing of reporting predetermined results, > 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, of the occurence of a subsequent event directly related to the intended use of this appraisal + Our analyses, opinions, and conchisions were developed, and this report has been prepared, it conformity with the Uniform Standards of Professional Appraisal Practice. ~ Mick Stiksma, MAL, and Domenic Buono, AACI, P. App have made a personal inspection of the property thatis the subject of this report, ~ Domenic Buono, ACI, P. App provided significant real property appraisal assistance to the person signing this certification by gathering gathered data on regional, city and market characteristics, ~ Our employment and compensation is not contingent upon the reporting of a predetermined value for direction in value thar favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, the occurrence of a subsequent event, or the approval of a loan application ~ We understand that our report will be used by the client. We certify that we have no financial interest or family relationship with the officers, directors, stockholders, or partners of the Client, the RE Valuation Services, LLC Page 7 64253052CERTIFICATION general contractor, any subcontractors, the buyer or seller of the property, oz engage in any business that might present a conflict of interest Appraisers are required to be licensed and are regulated by the Florida Department of Licensing and Regulatory Affairs. Mick Stiksma, MAI, and Domenic Buono, AACI, P. App are State Certified Appraisers under this act of the Florida Legislatuce. As of the date of this report, Mick Stiksma, MAI, and Domenic Buono, ACT, P. App have completed the continuing education program of the Appraisal Institute. Mick Stiksma, MAI, Managing Director CRE Valuation Services, LLC Page 8 64253052INTRODUCTION Property Appraised An Existing 158,113 SI 18,607 square feet of retail space on the ground floor 2860 Oak Avenue Miami, Miami-Dade County, Florida 33133 BA building and site improved with a 388 space parking garage with Property Identification The subject consists of a 0.85 acre site with a 388 space parking garage with 1" floor retail. The site ‘currently has an existing 139,506 SF parking garage with 18,607 SF groun is located at: floor retail. ‘The property 2860 Oak Avenue, in the City of Miami, Miami-Dade County, Florida. Market conditions in the atea appear stable to improving in the past year with redevelopment and limited new construction throughout the area such that a 388 space parking garage with 1" floor retail space is supportable. The following are considered some of the advantages and challenges of the subject property ADVANTAGES: ‘+ Parking availability is in high demand within the area, both for retail and residential CHALLENGES: ‘* National Economy is still yer to fully recover, ‘Scope of Appraisal/Extent of the Data Collection Process ‘The value opinions reported herein in a Natrative Report that follows generally accepted appraisal procedures as set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), This appraisal considered all three accepted approaches to value, but ultimately utilized only two approaches: the Sales Approach and the Income Approach. The procedures and methodologies employed in these approaches are outlined in the Appraisal Process section of this report. Following is a summary of steps completed by the appraisers in this assignment. 1. Mick Stiksma, MAI, and Domenic Buono, AACI, P. App made a personal inspection of the property that is the subject of this report Data regarding the subject property with parking structure and land comparables (for locational adjustments) in the general market area were gathered and analyzed. RE Valuation Services, LLC Page 9 64253052Intropucrion Analyzed the site characteristics, building improvements, surrounding land uses and supply and demand to establish the highest and best use of the subject and the development potential of adjacent properties 4. Analyzed the data to artive at a conclusion of a probable value via the Sales Comparison and Income Approaches. 5. Researched comparable rental rates within the State of Florida and projected an annual income from the site. 6, Reconciled the results of this analysis into an Investor Value “as is” estimate. Prepared a Narrative Report Ples or intangible property is included. Ise note that our appraisal and opinion of market value represents real property only, no personal Competency ‘The appraisers involved in this assignment have, collectively, considerable experience in appraising this property type. The appraisers are actively engaged in appraisal work in the g the subject property. The company maintains a database on this area for similar properties. We believe we have adequate knowledge of the property type and location to meet the competency requirements of USPAP. -ographical area of Intended Use and User of the Appraisal The intended use of this appraisal is for asset valuation and internal purposes for the intended user which is the Miami Parking Authority. Property Rights Appraised ‘The subject property is appraised assuming Fee Simple ownership. It is important to note that the subject was originally developed as a condominium development however it has never not is it currently being operated as a condominium development. History of the Subject Property Based upon information provided to this office, the current owner is the Miami Packing Authosity. To the best of our knowledge the subject is not listed for sale, nor has it received any offe purchase in the last theee years Legal Description According to publie records, the subject includes a reference to 9 condominium units that ate legally desetibed as follows: CRE Valuation Services, LLC Page 10 64253052INTRODUCTION OAK AVENUE PARKING PLAZA CONDO, GROVE SQUARE PB 121-83 TR B & WA RICE SUB PB 1-13, LOTS 43 LESS NSFT & WLOFT & LOT LESS & NSFT OF ALLEY LYGS & ADJ TO LOT 43 & 44 LESS R/WPER CASE NO 82-3109 BLK 44S DESC IN DEC OFF REC 21563-2086, LOT SIZE 36930 SQ FT M/L, FAU 01-H121-123-0020 & 034- 0420 OAK AVENUE PARKING PLAZA, CONDO UNIT 1, UNDIV 36 COMMON ELEMENTS, OFF REC 21563-2086, 5/158116, OAK AVENUE PARKING PLAZA CONDO, UNIT 2, UNDIV 1814/158116, INT IN COMMON ELEMENTS, OFF REC 21563-2086 OAK AVENUE PARKING PLAZA CONDO, UNIT COMMON ELEMENTS, OFF REC 21563-2086 UNDIV 470/158116, INT IN OAK AVENUE PARKING PLAZA CONDO, UNIT 4, UNDIV 3669/158116, INT. IN COMMON ELEMENTS, OFF REC 21563-2086, OAK AVENUE PARKING PLAZA CONDO, UNIT 5, UNDIV. 3669/158116, INT IN COMMON ELEMENTS, OFF REC 21363-2086 OAK AVENUE PARKING PLAZA CONDO, UNIT 6, UNDIV 14647/158116, INT IN COMMON ELEMENTS, OFF REC 21563-2086 OAK AVENUE PARKING PLAZA CONDO, UNIT 8 UNDIV. 330/158116, INT IN COMMON ELEMENTS, OFF REC 21563-2086 OAK AVENUE PARKING PLAZA CONDO, UNIT 9, UNDIV 141001/138116, COMMON ELEMENTS, OFF REC 21563-2086 CRE Valuation Services, LLC Page 11 64253052SOUTHEAST FLORIDA MSA ANALYSIS Introduction ‘The subject is located in the city of Miami, Miami-Dade County, Florida, This is within the influence of the Miami Metropolitan Statistical Area. ‘This subject property is located within the City of Miami, Miami-Dade County, Florida. ‘The wi- county MSA, commonly known as the South Florida MSA, includes Broward, Miami-Dade, and Palm Beach Counties. Miam’s location in south Florida places it west of the Atlantic Ocean, north of the Florida Keys, east of the Gulf of Mexico, and south of the State of Georgia. It is located near the bottom tip of the Florida peninsula, approximately 180 miles southeast of Orlando. ‘The tri- County area covers a geographic area of 6,137 square miles, with 1,011 miles of coast. The following ‘map highlights the subject within the region. ‘Metropolitan Area Map, ‘CRE Valuation Services, LLC Page 12 64253052SouTHEAST FLORIDA MSA ANALYSIS Anse [REATWE ENPLOTMENT PearoRaNcemiog +d orn AWAY. a + Yate rooms bake mat Ge 7 NS enue) seis eet segctipemme “ts “Fit strate mention 3 Werawtcne Tey SS ean Reema Tisai quae enone Jat tthe wee merit aah, Ruta nna nr gon nit “Piece Angin nee sicomminrntcpremntelst ck dimeeiinongtsttrs sthiengeeunmayetearodar chy inp nd rete ag ot Stheitisanatntepetic Sloe toe sates rere ices ea ceete tear urna. eh sateen ee Solfo al Spe i eee Sao ear Juecie nice aera Tine genet cabo iether ameer tn bar CRE Valuation Services, LLC Page 13 64253052SOUTHEAST FLORIDA MSA ANALYSIS era tne Seecrat re Tastee tr ‘Nett Eloy dope dona Eee CRE Valuation Services, LLC Page 14 64253052SOUTHEAST FLORIDA MSA ANALYSIS Payroll Survey Struggins to Pick Up New Firms Insproved Housohold Balance Sheets luni aint homedics fsbo oh adage eis FOF aoe S17 Th og pop ag copa ith but tvs ean tos {fetes bem donut ha eny IMkee dows jeymentor dns eave aa sacs me std omens Aes ‘eng ond Boose sgl ly homer se mene pane OT iid wl endear hoc, ‘Job Opporturitios Pull Workers Into Workforce Sooo -Enable Consumers to Spend More Fort Lauderdale Expected to Steal From Miami Theft for amen nai ack fe FOT at ‘no sk wm ghd Mla Heme hs led age rela site firme ‘impala before ck saad ace qs Fate ds rng 0 yg im Batis the ow bran moral pop pont llsepin oe tea CRE Valuation Services, LLC Page 15 (64253052SOUTHEAST FLORIDA MSA ANALYSIS Population ‘The South Florida MSA area was the twelfth most populous MSA in the United States as of 2000. It had an estimated 2011 population of 5,513,060 according to SIDB Online. During the 1990s, the Population of the region grew at a compound annual rate of 2.13%, substantially higher than the nation, but slightly lower than the state. Sinc 2000, the population growth rate has continued at a much slower pace of 0.97%, Employment The region's economy’ is distinguished by its concentration of services, trade and goverment employment, and selatively small component of mining, construction, and finance, insurance and real estate employment. ‘The service sector has historically grown at a faster pace than any other industry in the MSA. Tncluded among the area’s top 25 privates employers are health, news, grocery stores, retail, and cruise ship firms, Five companies were on Fortune 500 list for 2011. ‘These include, with their ranking: FPL Group (147), Office Depot (211), World Fuel cs (133), AutoNation (197) and Ryder System (437) irline, education, Secv ‘The tri-coumty region, has attracted a wide array of businesses in growth oriented service, distribution, manufacturing, setail and construction industries. ‘The area has also attracted businesses that are engaged or support international commerce. According to the Fort Lauderdale Chamber of Commerce, more than 40 percent of the businesses in the area are involved in intemational trade and commerce. For example, Citrix Systems, Inc. a global leader in access infrastructure solutions and secures network access for enterprises and individuals with more than 120,000 organizations using its products every day. Area agencies and businesses such as the South Florida BioScience Consortium, which promotes biotechnology, and IntemetCoast, which focuses on communication technology are looking outward to new opportunities in world markets. Fort Lauderdale is also home to more than 6,000 high technology firms. Transportation Fort Lauderdale/Hollywood International Airport is located in the heart of Broward County. The aisport has a 9,000-foot runway and is served by 35 scheduled, 5 charter and 6 cargo airlines with 558 flights daily. “The aieport is currently expanding to accommodate the vastly increasing number of passengers, which is expected to reach 25 million by the year 2013. ‘The expansion will sadly double the size of the terminal complex, from the present 57 to more than 70 gates and increase Patking from 9,061 0 19,000 spaces. Projected costs of the ongoing expansion are estimated at $1 billion through 2012. The Fort Lauderdale-Hollywood International Airport employs more than 9,000 people and according to the Greater Fort Lauderdale Chamber of Commerce, is one of the fastest-growing passenger hubs in the nation. ‘The Palm Beach International Aisport, located in unincorporated Palm Beach County. The sisport attracts people from all over the county as well as from the Treasure Coast and Space Coast counties CRE Valuation Services, LLC Page 16 64253052SOUTHEAST FLORIDA MSA ANALYSIS to the north. In 2006 there were 6,824,789 passengers who passed through the gates of PBIA making it the 58th busiest airport in the nation. Miami Intemational Airport is one of the highest traveled aisports for foreign visitors entering and leaving the US. In addition, the Port of Miami also contributes to the tegion’s status as an international trade city, as millions of cargo is shipped to and from the US each year Miami-Dade’s four airports (Miami Intemational Airport, Homestead General Airport, Kendall- Tamiami Executive Airport, and Opa-locka Airport) facilitate access to the region, ‘They provide ‘over 1,000 daily flights to 144 domestic and intemational locations on four continents. Miami International Airport (MIA) is operated by the Miami-Dade Aviation Department. ‘The facility consists of 4.7 million square feet; one main terminal with 8 concour. and 107 jet gates. ‘The airport serves a total of 95 commuter, cargo, and charter airlines. In 2011, 38.314 million passengess ‘came through the airport, up 7.73 percent from 2010. Miami Intemational Airport has an annual economic impact of $26.7 billion per year and has a direct or indirect role in creating more than 280,000 local jobs. In an effort to meet the needs of the expanding regional economy and airlines and to provide more frequent service and additional destinations to passengers, Miami Intemational Aigpor has implemented a multi-billion dollar capital improvement plan. Included are construction of a closely spaced air carrier runway, a new midfield hold pad to accommodate four 747-400 aircrafts and reduce delays, varios upgrades to the airfields including taxiways, aprons, and. runw. development of the North and South Terminals to add 2.7 million square feet, an extensive expansion of the Cargo Facility Area to add 14 new cargo building, and various future landside {ansportation system changes including the development of a transportation link to the Miami Intermodal Center. ‘The transportation link that will deliver passengers to and from the airport and the MIC Central Station, which is a rail node and pedestrian concourse adjacent to the rental car facility, is expected to be fully completed in 2013, ‘The South ‘Terminal, with 27 gates and an adjoining enuise ship bus depos, « $1.1 billion dollar facility, started operations in 2007. In addition, the North ‘Terminal, a $2,85 billion, one-mile long facility, is scheduled for completion in spring 2012. Only three gates remain to be opened in the 50- gate “super concourse,” which is used by American Airlines as its hub for Latin America and the Caribbean to serve more than 20 milion passengers annually and provide nearly 300 daily flights. As the Cruise Capital of the World and Cargo Gateway of the smeticas, the Port of Miami isa vital contributor to the local, state and national economies. During fiscal year 2010, (atest data available) 4.1 million passengers traveled through the Port, and more than 7.4 million tons and 850,000 (ewenty-foot equivalent units) of cargo ttansited. This commercial trade combined with the cruise business supported approximately 176,000 jobs and had an economic impact in the region of approximately $17 billion, RE Valuation Services, LLC Page 17 (64253052SOUTHEAST FLORIDA MSA ANALYSIS The Post of Miami serves approximately 20 shipping lines that call on more than 100 countries and 250 ports across the world, serving the markets of Asia, the Caribbean, Centeal America, the Middle East, North America and South America. urope, On October 15, 2009, the state of Florida and the MAT Concessionaire, LLC (the Miami Access Ton developed as a public-private partnership (PPP) under a Concession Agreement. ‘The tunnel will provide access between the seaport, 1-395 and 1-95. It will ereate an alternative to the Port Bridge and improve safety conditions and reduce traffic congestion in and around Downtown Miami ‘onstruction activity on Watson Island started in May 2010, ‘The actual tunnel boring began in the summer of 2011 and the tunnel is expected to be open to the public by May 2014. The design and cl consortium) reached final agreement on the Port of Miami Tunnel project, which will be construction cost for the project is estimated from $610 million to over $1 billion ‘The Miami-Dade Transportation Department is responsible for planning and providing public transit services in the county. In addition, itis the 16th largest public transportation system ia the US and the largest transit agency in Miami-Dade County and the state of Flotida. “The integrated transportation system consists of four major components: the Metrobus, Metrorail, Metromover, and Paratransit services. The Metrobus system provides 24 hour service to many of the major routes in the city as well as linking most areas of Miami-Dade County. The Metrorail, an electrically powered, elevated, rapid-transit system, stretches 224 miles and runs from Kendall through South Miami, Coral Gables, and Downtown Miami to the Civie Center/Jackson Memorial Hospital, Brownsville, Liberty City, Hialeah, and Medley in northwest Miami-Dade. ‘The transit system also connects to Broward and Palm Beach Counties at the Tvi-Rail/Metrotal transfer station. ‘The Metrorail stations are about one mile apart, providing easy access for bus riders and pedestrians. A ‘map and locations of these Metrorail stations is presented in the following page ‘The Metromover is a free, automated people-mover system that serves the Downtown Miami district from Omni to Brickell and connects with Metrorail at Government Center and Brickell Stations. The Metromover is a fast and convenient way to access many of the office buildings, hotels, retail centers, and tourist attractions in the Brickell and Downtown Miami areas. The closest Metromover stop is the Vizeaya station located less than half a mile northeast of the subject. In addition, the Miami-Dade Transportation Department has implemented a Paratransit service for those who are unable to use regular transit services due to disabilities. ‘The MSA has greater connectivity through the Txi-Rail system, which is operated by The South Florida Regional ‘Transportation Authority (SFRTA). Formerly known as the Tri-County Commuter Rail Authority it ‘connects Broward, Miami-Dade, and Palm Beach Counties. ‘The Miami Intermodal Center (MIC) facility, which is sponsored by the Florida Department of Transportation, will be similar in function to New York City’s Grand Central Station and other ‘multi-modal facilities found in major cities all over the world. The project is designed to provide CRE Valuation Services, LLC Page 18 64253052SOUTHEAST FLORIDA MSA ANALYSIS safe and ef taxis, privately owned automobiles, and bicycles. The project has been split into several phases; the fist phase will consist of right-of improvements to the major north/south arterial on the eastside of the aigport, In addition, the frst phase involves building a 3.5 million square foot rental car facility that occupies 20 acres per floor. Other components include an automatic train that delivers passengers to and from the aisport and the Miami Central Station (MCS) Rental Car Center (RCC), ‘The estimated cost in 2004 for Phase One was $1.312 billion. In January 2007, the Transit Access Road (TAR) that connects NW 25th Street to NW 28th Street along NW 37th Avenue and South River Drive opened to the public. icient transfers for pedestrians and uscrs of sail systems, bus acquisitions, new distributor and collector roads to access the airport, and highway which is a rail node and pedestrian concourse adjacent to the ‘The Rental Car Center (RCC) is a 34 million-square foot facility that accommodates 6,500 rental vehicles and is the first major component of the MIC. ‘There is a MIA Mover, a dual track 1.25-mile elevated people mover system, which provides service between the aigport and the RCC. The Miami Central Station (MCS) is an intermodal facility designed to accommodate various transportation connections, hence providing connectivity between transportation options. Located just east of the RCC, the MCS will feature grade level tracks for Tri-Rail, Metrorail (upon completion of the AirportLink), Amtrak, Intercity and future High-Speed Rail service. Fast of the tracks will be a U-shaped public esplanade around which private vehicle parking will be available. ‘This public space will be a gateway to the MCS around which bus depots will be located for Greyhound, Miami-Dade Metrobus, intercity buses, courtesy buses and shuttles currently serving MIA, and taxis. ‘The MCS has an anticipated opening date of 2013. ‘Miami's regional road network featutes three major interstates and several state routes and highways. Interstate 75 is the longest highway in the state of Florida and begins in Hialeah, just north of Miami, ‘The interstate then travels westbound passing the Everglade Swamp and turns north to Miami-Dade County and ends in Marie, Florida. Interstate 95 begins in Miami, goes theough Jacksonville and up the East Coast to Maine. Interstate 395, an elevated six-lane thoroughfare, connects Interstate 95 in the west with the Macarthur Canseway in the east in the Miami, Florida area. Interstate 395 measures approximately one mile in length. Interstate 195 originates close to Downtown Miami and isa short freeway dive to Miami Beach. In addition, Interstate 195 connects to Interstate 95 north/southbound and Florida 112, which is the Airport Express toll road. ‘The Horida rail system consists of thirteen line-haul railroads and four terminal or switching companies, ‘The line-haul carriers vary in size from small intrastate railroads to members of large railroad systems linking Florida to Canada, ‘The Miami line-haul roads are comprised of two Class | carriers, CSX and Florida East Coast Railway. Intercity passenger service is provided by Amtrak and the TH-Rail system provides access to Broward, Miami-Dade, and Palm Beach C CRE Valuation Services, LLC Page 19 64253052SOUTHEAST FLORIDA MSA ANALYSIS Tourism ‘The Southeast Florida region is a popular tourist destination for domestic and international visitors. According to The Greater Miami Convention Visitors Bureau, there were approximately 7.4 million domestic and international visitors to the region in 2010. These visitors are the catalyst for the economic prosperity that the regional economy has experienced in recent yeats, contributing almost $9.0 billion to the economy in 2010. Many of the visitors are fom key South American markets including Venezuela, Brazil, Argentina and Colombia. To this end, the region is focusing on continued development of attractions, access, and infrastructure. The Greater Miami region is comprised of 24 distinct neighborhoods. Airport area, Aventura, Bal Harbor, Bay Harbor Islands, Brickell Avenue, Coconut Grove, Coral Gables, Downtown Miami, Hialeah, Key Biscayne, Liberty City, Little Haiti, Miami Beach, Miami Lakes, Miami Shores, North Bay Village, North Miami Beach, Opa-Locka, Overtown, South Beach, South Miami, Sunny Isles Beach, and Surfside. Located within these neighbochoods are various cultural activities, organizations and attractions including Bass Museum of Art, Miami Art Museum, Gold Coast Rail Road Museum, Holocaust Museum, Lowe Art Museum, Miami Seaquarium, Coral Castle, Everglades Alligator Farm, Miami Beach Botanical Garden, Miami Arena, Flamingo Park, Everglades National Park, and South Beach, Conclusion ‘The South Florida MSA is expected to see stronger economic growth in the latter part of 2014, Economists project sluggish or stalled economic growth for the beginning of 2014. However the region is expected t0 outperform the nation over the long-term because of its growing infrastructure, strong international trade and status as a popular international tourist destination, CRE Valuation Services, LLC Page 20 64253052SOUTHEAST FLORIDA MSA ANALYSIS EST PAL BOCARATON srowasD ATLANTIC OCEAN Figure 1 South Florida Traffic Growth Trends (2000-2013) A 0. 212Aa ot Rate Se eeu smerny Ane (2000 2013 Geom ADT (ie ewage) cael ‘omer Rose N RE Valuation Services, LLC Page 21 64253052PRIMARY MARKET ANALYSIS General Description: Land Use Patterns: Life Stages and Trends: Demographic Data: Market Area Map ‘The subject market's boundaries are generally described as being the Downtown District. ‘The boundaries are approximately Dixie Highway to the north and west, Biscayne Bay to the east and SW 72" Street to the south, Primacy access to the area is provided by Oak Avenue as, well as well as Grand Avenue to the south, Land uses within the market are primarily comprised of retail, office, institutional, and residential uses. ‘The marker area is considered to be in the growth stage Of its life eyele, New development in the area is strong as noted eatlier in the Miami MSA overview. The data on the following page highlights the neighborhood demographics for 2013 for the area(s) immediately surrounding the subject, as provided by Claritas Inc ‘CRE Valuation Services, LLC Page 22 64253052PRIMARY MARKET ANALYSIS Public Facilities /Services Conclusion: The subject is adequately served by public utilities. The following summarizes the utilties/services in the subject neighborhood ‘The city of Miami is considered in the growth stage of its life eycle. New development is relatively strong within this market area due to the demand for retail, office, and residential space. It is considered to remain a viable area into the foreseeable furute. CRE Valuation Services, LLC Page 23 64253052SITE ANALYSIS Prraens Plae Map Site Area: 0.85 Acres (36,930 SF Shape: Generally Rectangular Access/Visibility: Access to the parking garage is considered average and provided by a curb cut along Dak Avenue and Rice Street. Visibility is average due to its location on secondary roadway within the market area. Additional access to the neighborhood is sufficient given the presence of multiple major traffic carriers such as Sawgrass Expr Florida Turnpik way, Interstate 75, Interstate 5! id Interstate 95, ‘Topography /Drainage: The subject appe ce is level and at street grade, Drainage idequate Soil/Subsoil Condition A. geotechnical analysis describing the soil and subsoil conditions at the subject site was not furnished CRE Valuation Services, LLC No soil conditions were observed by the appraisers that were construed as The appraisers assume there are no hidden or unapparent soil conditions that would render the site CRE Valuation Services, LLC Page 24 (64253052Uailiti Manmade Improvements: Environmental Hazards /Nuisances: Development Restrictions: Zoning: ‘SITe ANALYSIS less valuable and should be conducive to construction as evidenced by adjacent and existing improvements. All utilities are available to the site and of sufficient capacity for development. ‘The subject site is improved with a multi-story parking garage with ground floor retail that overall contains 158,113 SF GBA. ‘These improvements will be discussed in detail within the Improvement Analysis section of this report. At the time of our inspection the subject property appeared to be free from nuisances such as noise, dust, vibrations, odor or smog. Based upon our visual inspection of the site typical utility easements and setbacks were noted. ‘The subject is located within the city of Miami and is presently zoned "I5-O" Urban Center Zone-Open i ‘T-5-O district provides for many uses including business and commercial uses. Therefore, the subject appears to be a legal, conforming use. Zoning Map, CRE Valuation Services, LLC Page 25 (64253052Minimum Rear Var inimurm Side Vara: Maximum Let Coverage TED Iiasirmum Lot Area: Maximum Height ‘SITE ANALYSIS Paring Flood Plain: CRE Valuation Services, LLC [s spaces per 1,000 SF of commercialise Development Standards According 10 the Flood Insurance Rate Map, Community Panel No. 12086C04761., dated 9/11/2009, the subject is located in unshaded Zone X, which is considered a low flood risk area Page 26 64253052SITE ANALYSIS: A . PROPERTY ADDRESS: By STDBONLINE om rr | ftso ome thom Fence, 2139 oO s.copsounce [FG |] Floodplain Map, CRE Valuation Services, LLC Page 27 64253052‘SITE ANALYSIS Public Utilities /Services: ‘Senios Prowders |Water & Sewer [Gity of Miami [Electric Florida Power Floida City Gas [Miami Public Schools Police [city of Miami [City of Mian OAK AVENUE PARKING PLAZA CONDOMINIUM lacaron secret OAK A) MARY STREFT © LANES. a cARC, ne Survey Surrounding Land Uses: The subject property is surrounded by retail, office and residential uses. The market area is almost entirely developed with a mixture of commercial and residential uses. The primary land uses along the major roadways in the neighborhood vary within the market area from single-family residential to commercial uses. There is office, commercial and retail developments concentrated along the main roadways in the area. Vacant land within the neighborhood remains scarce. The neighborhood has experienced a limited commercial and retail development RE Valuation Services, LLC Page 28 64253052Conclusion: SITE ANALYSIS: over the past several years and this trend is predicated to ‘continue in the foreseeable future. The site exhibits a good location in the District of Miami The site has average acces and visibility. ‘The physical characteristics of the site would allow for functional development relative to most commercial uses, There does not appear any other development zestrictions which would prevent the utilization of the site in a manner consistent with its highest and best use. CRE Valuation Services, LLC Page 29 (64253052IMPROVEMENT ANALYSIS The existing improvements include a five story building comprised of retail space on the 1st floor, and Parking area on the remaining floors. The subject building was constructed in 2000 and is in average condition. ‘The building is framed with a poured concrete foundation and block support walls, metal deck roofing with a flat roof, Intetior finishes include resilient floor tiles, wood and stec! framework. Paint and glass with conerete flooring and unt hed walls and ceilings in the parking garage According to property management, there are elevators on site at each garage entrance and thus ADA compliant Existing Improvements The parking garage improvements are a mixed use parking structure with 388 parking spaces with ground floor retail. We have a copy of the site plan, typical parking plan, and retail view following CRE Valuation Services, LLC Page 30 64253052IMPROVEMENT ANALYSIS Site Plan ‘CRE Valuation Services, LLC Page 31 (64253052IMPROVEMENT ANALYSIS Retail Unies II OAK AVENUE PARKING PLAZA CONDOMINIUM sites UN 9 ~ LeveL ONE Pamione =i \ one Avenue Level One Parking Garage 64253052 CRE Valuation Services, LLE Page 32HIGHEST AND BEST USE ANALYSIS Analysis of Site as Vacant Legally Permissible Except for a legally nonconforming property, the first step in determining what is legally permissible is to analyze private restrictions, zoning, building codes, historic district controls, and eavizonmental segulations. The current zoning of the subject site is "T5-O" Urban Center Zone-Open District. A wide range of commercial uses are permitted including retail and parking structures Physically Possible ‘The physical characteristics of a site can affect the uses. ‘These characteristics include: (1) size; 2) shape; (3) terrain or topography: (4) soil condition; (5) utilities; (6) access characteristies; and (7) surrounding land uses. Each of these site characteristics were described and discussed in the Site Analysis section of this zepor. Retail and parking structure uses are physically possible on the subject's site. The 0.85 acre site is relatively level at street grade. Soil and subsoil conditions appear adequate for development as evidenced by the existing and surrounding developments. Surrounding land is of a commercial Access is provided by a curb cut from an adjacent lot to the west with the same ownership. From a development standpoint, visibility of the site is average. The subjects’ proximity to other similar uses suggest its’ utility is best suited for retail and parking structure use. Public utilities and traffic carriers are provided and are adequate in capacity. Physical limitations are related to size and Financially Feasible/Maximally Productive In determining which uses are legally permissible and physically possible, an appraiser eliminates some uses from consideration. Then the uses that meet the first two criteria are analyzed further, If the uses are income-producing, the analysis will study which are likely to produce an income, or return equal to of greater than the amount needed to satisfy operating expenses, financial obligations, and capital amortization. AN] uses that are expected to produce a positive zetum are regarded as financially feasible New speculative construction on the subject site is considered financially feasible at this time due to demand for new retail space and parking requieements within the District. CRE Valuation Services, LLC Page 33 64253052HIGHEST AND BEST USE ANALYSIS Conclusion as Vacant Based on the subject's physical and economic characteristic, the local market is sufficient to support feasible use at this time would be to develop the site for retail and parking structure use as new: tion at this time. As such, in the event the subject site was vacant, the only financially construction is supported by demand. The ideal improvement would be a multi-level packing structure with 1" floor retail use. It is worth noting that consideration of a rezoning application along with the feasibility of a high density residential development is potentially very profitable however itis beyond the scope of this appraisal Analysis as Improved Legally Permissible ‘The subject improvements contain a total area of with 158,113 GBA. Based upon the land area of 0.85 acres, a gross land-to-building ratio of 0.23:1 is indicated. ‘The subject property is located in the "15-0" Urban Center Zone-Open District and includes a variety of commercial and residential uses. ‘The parking requirements for the retail portion are 3 parking spaces for every 1,000 SI of retail space. Therefore, the subject appears to be a legal conforming us Physically Possible The subject improvements were completed in 2000. ‘The improvements are considered to be in good condition. The subject has good access and visibility. Property management informed us that building is ADA compliant within a five-story stmeture. The subject improvements do represent a physically possible use of the site as improved. Financially Feasible The improvements contribute a financial return to the site that is far greater than that which would be generated if the land were vacant, Thus, the highest and best se as improved is for the continued use of the existing improvements as a parking structure with 1" loos retail use Maximally Productive Considering the legal, physical and financial restrictions of the subject; the existing use of a parking structure with 1" floor retail is representative of the highest and best us of the property as improved. Conclusion as Improved Highest and best use, as improved, considers use of a property with respect to existing improvements and the ideal improvement in accordance with the highest and best use, as vacant conclusion. In determining the highest and best use, as improved, three altematives ace generally considered ¥ Demolish the existing improvements and redevelop the site; > Modify the existing use (remodeling /renovation/conversion); CRE Valuation Services, LLC Page 34 64253052HIGHEST AND BEST USE ANALYSIS > Continue the existing use (make no changes) AAs of the effective date of this appraisal, the improvements are in good condition and are functional in their existing capacity. Based on this consideration, the the continued use of the existing improvements as a parking structure with T° floor retail ighest and best use, as improved is for RE Valuation Services, LLC Page 35 64253052,REAL ESTATE TAX ANALYSIS ‘The subject property is partially tax exempt due to its ownership by the city of Miami, ‘The subject property has tax identification numbers as follows [eas Unit Pursl? ———Consiracion Bg SF) —Awesmen] 2860 Oak Ave 1 O1-4121-283-0010 "2000, 3.075 $588.00 18 Rice St 2 01-4121-243-0020 2000 Tsid 308380 2840 Oak Ave 3 1-4121-243-0030 2000 70 879.900 2830 Oak Ave 4 O1-4121-245-0040 2000 3669 $547,040 2420 Oak Ave 5 2000 765 $130,050, 2810 Oak Ave é 2000 467 $743.50 3310 Mary St 7 200 hap 2850 Oak Ave 8 2000 330 2850 Oak Ave 9 2000 00 ‘Tax Bill Breakdown for 2014 Taxing Authority Millage Rate Amount Amount Pail [City of Miami 22.651500 $8,794,243, $77,923] Totals: 22.651500 $8,794,243, '$199,203) [ tee is reduced by way of ownership exemption as a City of Miami propert ‘CRE Valuation Services, LLC Page 36 64253052APPRAISAL PROCESS Overview ‘The three traditional approaches to valuing improved properties are, 1, Sales Comparison Approach - a comparison of the property appraised with reasonably similar, recently conveyed properties for which the price, terms and conditions of sale are known. 2. Income Approach - the processing of a projected net income into a valuation estimate via one or more capitalization techniques. 3. Cost Approach - an estimate of the replacement cost of all structural improvements as if new, less loss in value attributable to depreciation from all causes plus the value of the land as if vacant. ‘The Sales Comparison Approach is founded upon the principle of substitution that holds that the cost to acquite an equally desirable substitute property without undu he upper limit of value. Ar any given time, prices paid for comparable properties are construed by many to reflect the value of the property appraised. ‘The validity of a value indication derived by this approach is heavily dependent upon the availability of data on recent sales of properties similar in location, size, and utility to the appraised property delay ordinarily s The Income Capitalization Approach is based on the principle of anticipation that recognizes the present value of the future income benefits to be derived from ownership in a particular property ‘The Income Approach is most applicable to properties that are bought and sold for investment Purposes, and is considered very reliable when adequate income and expense data are available. Since income producing real estate is most often purchased by investors, this approach is valid and is generally considered the most applicable when the property being appraised was designed for, or is easily capable of producing a rental income, The Cost Approach is based on the premise that the value of a property can be indicated by the Current cost to construct a reproduction or replacement for the improvements minus the amount of depreciation evident in the structures from all causes plus the value of the land and entreprenctitial profit. This approach to value is particularly useful for appraising new or neatly new improvements. The Appraisal Process is concluded by a review and re-examination of each of the approaches to value that are employed. Consideration is given to the type and reliability of data used, the applicability of each approach to the type of property being appraised and the value being sought. CRE Valuation Services, LLC Page 37 64253052APPRAISAL PROCESS Subject Specific As described earlier in the scope of work section, the Sales Comparison and Income Approaches were utilized in this appraisal. We did not include the Cost Approach since estimating the depreciation would be very subjective and is not considered as a typical method used by market participants. ‘The “as is market value is estimated using the above described approaches to value, Once this Process has been completed we have considered the maximum potential benefit that would be attributable to an adjacent property owner ut density calculations with regard to a potential high density residential development. We have used Publicly available data to provide our best estimate as 10 the intended development of adjacent zing the parking spaces to allow for an increase in Properties subject to the appropriate zoning ordinances and then using this estimated potential benefit and allocating a reasonable percentage of available profit by the adjacent developer that would be deemed as reasonable and credible in return for their increased profit potential ditectly related to the additional parking spaces that would ultimately provide increased density to the developer. CRE Valuation Services, LLC Page 38 64253052SALES COMPARISON APPROACH Introduction ‘The Sales Comparison Approach is premised upon the Principle of Substitution - a valuation Principle that states that a prudent purchaser would pay no more for real property than the cost of acquiting an equally desirable substitute on the open market. The Principle of Substitution presumes that the purchaser will consider the alternatives available to him, that he will act rationally or prudently on the basis of his information about those alternatives, and that time is not a significant factor. Substitution may assume the form of the purchase of an existing property with the same utility, or of acquiring an investment which will produce an income stream of the same size with the same tisk as that involved in the property in question, The applicability of this approach is based upon the assemblage of similar market sales and offerings for comparison to the subject. Considerations for such factors as matket conditions, location, size, quality, and age-condition, as well as the terms of the transaction, are all significant to the subject property. Any adjustments to the sales price of market sales to provide indications of market value for the subject must be market-detived; therefore, the actions of typical buyers and sellers are reflected in the comparison process, ‘Thete are various units of comparison available in the evaluation of sales data in this approach, The Sales Price per Space (SP/Space), Annual Gross Income Multiplier (GIM) and the Sales Price per Square Foot (SP/SE) are the most commonly used in this approach. In this analysis, however, the ‘most pertinent unit of comparison is the Sales Price per Space method (SP/Space). Inasmuch as these properties are typically purchased for owner-occupancy, or income information is not divulged on build-to-suit projects, the GIM method is considered less relevant. ‘The Sales Price Per Space unit of comparison is derived by dividing the sale price by the total ‘umber of parking spaces. This physical unit of comparison can be adjusted to account for dissimilarities between market sales and the subject property. This unit of comparison is then applied to the subject's parking spaces to indicate a value for the subject ‘The sales utilized within this analysis were taken from the Miami arca and are considered to be most similar, Detailed information on the comparable sales is included in the Addendum while a summary is included in the following table. Please note that any adjustments for cash equivaleney have already been made, if applicable CRE Valuation Services, LLC Page 39 64253052SALES COMPARISON APPROACH Summary of Improved Sales - Parking Garages Total Sale Name/ pate of | Size sP/space No. Location Sale| (spaces)|_Yoo 4 35 SW 4st Street, Downtown Miami Oct-14 350 1968 44,286 2 [226 SE 2nd Street, Downtown Miami | May-t4 | 630 | 1945 | 40.206 3__ [1027-1041 Golins Avenue, Miami Beach | vJan-t4 | sa | ~2007[ 69.097 4 [1000 Brickell Avenue, Miami wuki2_| 316 | tava] 96,302 [Subject [2860 Oak Avenue, Coconut Grow see | 2000 Minimum wuz | we | 1045 | a.00 Maxirmun Oetta | 630 | 2001 | 68.037 | Mean Dee-13 | 411 | 1872 | 48.250 Median Marta [| 350_| 1971] 46.746 Sales Map Sales Price Per Parking Space Analysis The Sales Price per Parking S of comparison is a common physical unit of comparison; however, because the subject is a parking garage and the comparable sales are also parking garages, a more appropriate unit of measure he price per parking space. ‘The sales were analyzed and adjusted for differences in physical characteristics. Adjustment Analysis The adjustment categories considered id a brief explanation of each is as follows: CRE Valuation Services, LLC Page 40 64253052SALES COMPARISON APPROACH Property Rights Conveyed No data supports a substantive difference between a leased fee or a fee simple estates as most parking garages with retail have an element of both interests, which is the interest at the subject. We are appraising the subject property on a fee simple basis; thus, no adjustments were necessary for property rights conveyed. Cash Equivalency/Financing Tn an analysis of sales, any advantageous financing should be extracted from the sales prices due to the fact that favorable financing agreements can result in inflated value indications. In this particular instance, however, all the sales involved third party financing or cash transactions. ‘Therefore, no adjustments were required to the sales for financing terms. Conditions of Sale Sale 1 was a listing and will likely have a sale price that is lower than the listed price on a price per square foot basis and as such Sale 1 was adjusted downwards. No other adjustments were considered necessary on this basis. Market Conditions Next, an adjustment for changing market conditions was considered, ‘The sales comparable transactions occuzred from 2012-2014, We research the economic data during this time period and concluded market conditions were inferior during 2012, Therefore, an upward adjustment was applied to Sale 4 Location As noted, the subject is located in Coconut Grove which although a desirable area it does not have the purchase power of areas stch as Miami Beach of Downtown Miami. We researched land sales around each comparable and also their location within their respective distticts and the likely demand for parking space. Sale 1 and 2 Sale 3 was located on Miami Beach which both required significant downward adjustment to reflect re both located within the heart of Downtown Miami and their superior location when compared with the subject. Sale 4 is just south of the Downtown area and warranted a downward adjustment however not to the degree of the other comparables Size Often, smaller buildings in the local market sell for higher per square foot prices doe to the larger investor pool and, therefore, greater demand, for the same. However, looking at the sales, this does not seem to be a factor as size does not seem to have a consistent influence for garages in terms of price. As such, no adjustment was made in this regard Age/Condition ‘The subject is a 388 space parking garage with ground level retail. Sales 1 and 2 netted upward adjustments due to each comparable having a much eatlier year of construction. CRE Valuation Services, LLC Page 41 64253052SALES COMPARISON APPROACH Occupancy The improvements include 388 parking garage with ground level retail. All four compatable sales are in much higher traffic and parking use areas and although we do not have specific data we believe it is reasonable based on our observations and discussions with market participants that an adjustment is deemed necessary to account for the lower occupancy experienced at the subject propesty. Thus, each sale wa justed downward for superior occupancy. Utility “The improvements include 388 parking garage with ground level retail. Sale 1 and 4 both had litle or no retail space and was adjusted upwards to account for the lack of available retail space when compared with the subject Adjustment Summary No other adjustments to the data were warranted. The following tables summarize the aforementioned adjustments applied to the sales. CRE Valuation Services, LLC Page 42 64253052SALES COMPARISON APPROACH Comparable Sales Adjustment Gri Comparable SleNumber _SubectDaa 1 2 3 ‘ 4 TypefTanwetion Sule Sil s Sil Sle Propet Rights Conveyed “Fee Simple —~—#eSimpe Fee Simple Fee Simple Fee Simple Dat ofSse One Map Janda Location Ma Supetioe —Supetion Super Spee aking Spaces 388 Spaces 350 9 6 Year But 2000 i368 am 989-1999 Contin Avenge Avenge—Avenge Avene Sales Pce $1550.00 _S3000100 _$22090000 _SHLSiN Und dusted ie Pape S286 0200 RST G30 economic Adjustments Price / SF Sei Sinan 953057 Proper Rigs Conmeped ‘Fe Simple oo aha Aj Paice S428 SIE S635 Adjusted Paice 5286 9206 seR 8 Coniston ofS Nias 00% 0% Acted Pace S987 seams Sona 6302 Espen nem Afr Sale ath Adjusted Price $19,206 $6805 $36,3 Market Conditions 9/18/2014, finn 20% pot 5a Adjusted $/SP - With Economie Adjustents 349.206 $6057 53821 Physical Adjustments Location Mia 50.0% 0 500 30.0% Size 388 Spaces 00 08 a0 Age/Condiion 3.0% 1.09 0.0% Occupancy f 20.0% 20.04 20.0 Lily Mixed Use 20.08 a0 00% 5 “Total Physical Adjustments Value Indication Per Square Foot S2192183 $19,682.58 SIR9ILIT _S240iea1 Before Aer Value Ran, ne Ranges Adjustment Adjuster Minimum Price 836,92 sigott Maximum Price $63,037 $21,921 Mean Price $48,230 20,385 ‘Median Price $46,746 $20,350 Standard Deviation suyi94 L345 CRE Valuation Services, LLC Page 43 64253052SALES COMPARISON APPROACH After adjustment, the comparable sales ranged from $18,911 /Space to $21,921/Space with a mean of $20,383/Space and a median of $20,350/Space. A value conclusion of $20,000/Space near the ‘mean is considered reasonable. As such, the subject's “as is” Market Value via the Sales Price per Space Analysis was concluded to be as follows: ‘Sales Comparison Approach '388_Spaces x _ $20,000) ‘$7,760,000 _ Rounded: $7,800,000 CRE Valuation Services, LLC Page 44 64253052INCOME APPROACH Introduction ‘The Income Capitalization Approach is a process of estimating the value of real estate based upon the principle that the value is directly related to the present value of all future net income attributable to the property. The value of the real property is therefore derived by capitalizing net income either by ditect capitalization or a discounted cash flow analysis. Regatdless of the capitalization technique employed, one must attempt t0 estimate a reasonable net operating income based upon the best available market data; therefore, the derivation of this estimate requires the appraiser to: (1) project potential gross income (PGI) based upon a compatison of the subject to competing properties; 2) project income loss from vacancy and collection loss based primarily upon supply and demand relationships in the subject’s market; (3) derive effective gross income (EGI) by subtracting the nd collection income loss from PGI; (4) project the operating expenses associated with the production of the income stream by comparison of the subject to similar competing properties; and (6) derive Net Operating Income (NOD) by subtracting the operating expenses from EGI Income Analysis An income-producing property typically generates a ental income stream, which provides the primary basis of its value, The rental income produced by the subject property is compared to similar properties considered to be either directly competitive ot at least have very similar economic characteristics. Any rental income is always subject to a vacancy and collection loss factor, which represents physical vacancy, whether long-term or inherent to the natural turn-over of rental space and the loss due to collection loss, Notwithstanding the rental income stream, several other sources of income may be generated in the notmal operation of the subject, which also affect the property’s economic value, including the recovery of operating expenses and other miscellaneous sources. ‘The income attributed to the subject property was based on a comparative analysis with comparable rental properties and secondary data sources that compile and publish expense data (primarily for vacancy and collection loss factors). Analysis of Tenancy The subject property is occupied by six retail tenants (one unit is non-arms-length and occupied by the property owner). There are also three vacant un however it appears one of the vacant units appeared to be nearing a lease agreement, We were provided with historical rent information, Market rent is estimated for each space based on local comparables. The site inspection showed that the property is occupied by the tenants listed below. The tenant sizes were provided by the owner and estimated to be reasonable measurements by the appraiser CRE Valuation Services, LLC Page 45 (64253052INCOME APPROACH Given that the retail contract rents are on a modified gross basis we believe that a market rent indication lesser than the retail contract rent average of $20.00/SI” is reasonable when adjusted to a triple net basis. Units Tenant Area(SF) Mo. Rent RenSF Annual Rent Lease Dates 028-2810 Vacant 1.264 $2728.00 $2400 $32,736.00 Market 028-2820 Dr. Mendez 1,381 $2,991.25 $25.68 $35,802.19 S16/2007-10/31/2016 026-2830 Vacant 289 $5.19933 $2200 $62,362.00 Market 28-2840 Beleza «1.407 «$2,376.62 $20.27 SB SI9.44 —12/95/2017-99002016 028-3300 Bonaenturs 1.897 «$3,725.34 $20.67 $44, 70408 —_sya/20t3-4/30/2024 028-3305 Jaguar Ther. «3.113 «$5,707.17 $2200 se.4g604 © 12/18201290002018 028-3310 Vacant 1.748 $3,498.00 $24.00 $47,076.00 Market 0283515 Work Out ©2808 $4.93083 $21.10 $59,278.18 sH/20t1-a/s0/2016 028-3320 City of Miami 2,081 sooo $000 $0.00 NA Annual income (Retail) $22.87 _ $373,984.91 Market Rent The first step in the Income Capitalization Approach is to estimate economic or market rent for the subject property. Economic rent or the preference term, market rent, is defined as “the rental income that a property would most probably command in the open market; indicated by the current rents that are either paid or asked for comparable space as of the date of this appraisal.” In arriving at the market rent for the subject, asking rents in the region of similar buildings were utilized, These rents are presented within the following table. ‘Summary of Rent Comparables Lease Namer ‘size | Rent type No. Location csr)_| se. Loase 1 [2800 Oak Avenue, Coconut Grove 7.380_| $27.00 [Triple Net 2 _|2805 McFarlane Road, Coconut Grove 4,500 | $25.00 | Thpie Net '3_]305 Grand Avenue, Coconut Grave: 1,000 |"$15:60_[ Trete Net Subj [2060 Oak Avenue ‘The rental comparable map is shown below. CRE Valuation Services, LLC Page 46 64253052‘Comparable Rental Map Alter considering the rental comparables and the characteristics of each when compared to the subject we believe that the primary difference is found in Rent Comparables 1 and 2 where they have a superior age and condition which necessitated a downward adjustment to those two comparables. After adjustments the comparables range from $16.38/SF to $21.25/SF with an average of $19.29/SF., Based on the comparable data and market rate of $20.00/SF is estimated for the subject. ‘This is supported by conversation with area brokers and takes into consideration the location, age and condition of the subject. ‘The parking gatage has three rental income variations that include monthly rentals at $140.00 per space, daily rentals at $20.00 per space and hourly rentals at $5.00 per space. Given this data and a reasonable allocation attributed to each of the various forms of rental income we believe that a average rental income per annum is $1,500 per space. This annualized rental income per space is multiplied by the number of parking spaces (388) which resulted in a potential gross income for the parking garage of $582,000, Gross Potential Rental Income The market rents on triple net tecms have been considered within this analysis, The Potential Gross Income is a product of the indicated market rental rate of $20.00 multiplied by the square footage of the leasable space (18,607) which equals $372,140 . We have added the potential gross income from the parking garage of $582,000 to the retail estimate that results in a total PGI of $954,140. To this we have added typical reimbursements for taxes, insurance, utilities and care and maintenance charges of $404,750 for a total of $1,358,890. CRE Valuation Services, LLC Page 47 64253052INCOME APPROACH Vacancy & Collection Loss Taking into consideration the tenant nature of the subject and the fact that buildings similar to the subject in the Miami-Dade County market are experiencing 9.6% vacancy, we have utilized a ‘vacancy and collection loss factor of 10.0% within this analysis, Operating Expense Analysis ‘Operating expenses are cash outflows incurred by the owner of an income-producing property a8 a necessary cost in generating the income stream that it is expected to produce. ‘The expense figures estimated are based on comparative analysis secondary data sources that compile and publish expense data, mathematical interpretation and actual fee quotes from independent sources for relevant products and/or services rendered. The subject is tenant occupied and an historical income statement was provided by the client. Stabilized operating expenses for the property were estimated as follows: Real Estate Taxes This item covers the cost of taxes collected by the taxing authorities. As discussed within the Tax Analysis section of this report, taxes were projected to total $199,203 or $1.26/SF for the coming year based on last year’s taxes without the exemption, Insurance This item covers the cost of fire and extended coverage premiums for the subject. ‘The subject will be insured against « Repost indicated an insurance expense ranging from $0.13/SF to $0.32/SF with a median expense of {$0.19/SF. Using this data future operations were projected at $0.30/S aty loss with additional coverage for property liability. The IRI Common Area Maintenance (Repairs & Maintenance and Common area utilities) Rental properties typically have a CAM charge in order to provide for routine maintenance of the landscaping, parking lot repair, cleaning, and other items associated with maintaining the subject improvements. Other miscellaneous charges are also included. The IREM Report indicates common area maintenance expenses ranging from $0.66/SF to $2.15/SF with a median of $1.32/SF. Using this data future operations, a rate at the low end of this range is projected for the subjeet based on its size. The projected CAM expense is $98,030, or $0.62/SF. This is below the range and is reasonable as tis one property supported by a parking garage which typically requires less expenses, Management ‘Management fees are typically based on a percentage of the effective gross income, otherwise known as EG in the following net collections, Based on conversations with various developers and owners in the local market, it was indicated thatthe cost of executive management may range from 2% to as high 88 W% of the gross effective income for centers similar to the subject. For the purposes of this analysis, CRE Valuation Services, LLC Page 48 64253052INCOME APPROACH ‘we have employed a percentage of 5.0% of operating income estimate, This is on the higher side but is reasonable considering the two separate eash flows and multtenant format. Structural Reserves This account accrues funds for the eventual repair and replacement of building components. Such 1d other chaiges typically include capital expenditures for roof replacement, mechanical equipment, miscellaneous expenditures nece n the integrity of the structures. We have estimated this liability at $0.10/SF given the age and condition of the existing building components. ry to mainta Net Operating Schedule The Net Operating Income (NON Schedule is estimated for the subject center in this section, ‘The Gross Potential Rental Income was calculated within the Rental Analysis section of this report and will be utilized herein. ‘The expenses as determined within the Expense Analysis section of this report for the subject building will be uilized within the Direct Capitalization Technique. Following is the subject’s reconstructed operating statement. Reconstructed Operating Statement “As Is” Potential Rental Income (Gross Potential Rental Income Unit perUnit Total Parking Market Rent 388 $1,500 $582,009] Retail Market Rent 18.607 $20.00 $372,140] Reimbursements $404,750] [Gross Potential Income $1,368,880] lLess: Vacancy Loss @ 9.0% $122,309} lLess: Collection Loss @ 1.0% $13,589] [Effective Gross income $7,223,001] Operating Expenses PSF Total Real Estate Taxes 31.26 $199,203 Insurance $0.30 $47,434 Repairs & Maintenance $0.62 $98,030 Utilities $0.38 $60,083 Management @ 5.0% 30.39 $61,150 StructuralfResenes $0.10 $15,811 [Total Expenses =$3.05, ‘Biri INet Operating Income 69, $741,280} Capitalization Techi Capitalization is the process of converting a net income stream into an indication of value. This approach to valuation ean be accomplished by 1) dividing a single yeat’s net operating income by an appropriate overall capitalization rate ie., Direct Ci t income stream and property reversion over a projected holding period ie., Discounted Cash italization or 2) by discounting to present value CRE Valuation Services, LLC Page 49 64253052INCOME APPROACH Flow Analysis. In this appraisal, the Income Capitalization Approach was utilized to develop an ‘opinion of market value for the subject property via Direet Capitalization. Overall Rate Conclusion ‘The selection of an appropriate overall capitalization rate (Ro) can be accomplished by several methods. In this analysis, we have used the Market Derivation Method, Market Surveys and Band of Investment Technique Surveys, Broker ‘Market Derivation Method ‘This method involves the use of overall rates extracted from comparable matket sales. ‘These rates are derived by dividing each sale’s NOT by its sales price. The extracted overall rate is then used to convert the subject's NOI into a value indication, The sales used should be the best representation Of the actions and motivations of typical owners or investors in the marketplace. The sales should be similar to the subject with respect to the income projection periods, income/expense ratios, building utility and financing (terms of sale) ‘Overall rates for conventional convenience stores are not normally included in published surveys. As a result we have relied on overall rate data for retail strip centers The 3Q 2014 Real E: indicates that capitalization rates for the National Strip Center have trended up recently. More specifically, PwC reports that overall rates ranged from 5.00% to 10.00%, with an average of 7.05% as of 3Q 2014; this rate is slightly lower than the rate reported for last quarter of 7.09%, and is slightly higher than the same time last year 6.91% ite Investor Survey published by Pw CRE Valuation Services, LLC Page 50 64253052INCOME APPROACH = NATIONAL STRIP SHOPPING CENTER MARKET ‘Third Quarter 2014 _ rs ___] TASCOUNT RATE (RRP fae Ae98—tooh Gh —nL00NS5HK—rgON A -12G0R RK mod dregs say sis Ss san sas hare is Pia 5 oS # 15 ‘OVERALL CAP RATEVOAR)™ Rae S00K-mok —500%-rn00% m-1000% S595 75K nL ene 88 ros ba 720 Sy hang Bs iy 4 “4 5 6 [RESIDUAL CAPRA Rage [SHON mock GooX- toms’ GovK-MtaOS Gow -s200R 735k nac Aca ra sas vais sss BH anges ets) » 5 8 fa ‘MARKET RENTCIRINGE ane 2oS-S00% Om -snS amN-4adh akg om sad seas uss oss uss ui sss hace Bai is ° " un 85 TXMAS CHANGE age 250N-B00% —agON—3m0NagIN-3o0% — aoeh—400 Lo gon eng 20k an 208 208 a large ay a o 1 a | Tag ze pe os 28 8 seg a fs 74 " " Cane. 4 =) : . : : Band of Investment Technique ‘The Band of Investment Technique was also used to derive an overall rate for the subject. ‘The nterest rate, and following Band of Investment Technique employed: 30-year amortization, 3.50% 75% loan-to-value ratio. Although insufficient evidence was available from the comparable sales data, real estate participants cite acceptable equity capitalization rates to be 10% to 15%. An ov alculated as follows, 0.75 x 006813 = 00810 078 x O0esIs = —OUSIIO 0.25 x 0.12000" 993000 0.25 x 0.18000 = g.0a750 0.08110 0.08860 The Band of Investment Technique indicat 5 an overall rate range of 8.11% to 8.86%, which is within the range of rates concluded via the PwC CRE Valuation Services, LLC Page 51 64253052INCOME APPROACH Direct Capitalization Conclusion After considering the Band of Investment Technique (8.11% to 8.86%), PwC average of National Strip Centers (6,97%) and the location of the subject, an overall rate of 9.00% was concluded to be reasonable for the subject. Given that our estimate of market rent includes the parking garage, arate higher than conventional real estate would apply Lease Up Costs Deduction Since the property is not at stabilized occupancy, it is important to factor in and deduct any costs associated with bringing the property from its current occupancy to that of a market stabilized occupancy. After considering rent loss and marketing expenses we believe that a reasonable deduction would be $500,000. This accounts for two years of rent loss (prorated) and two years of -s. We have provided a summary in the chart below. marketing or commission expen: $6,240,000] Less Lease up Costs| [vent loss $425,000] [mrking '$25.000] 57,790,000] $7,800,000] CRE Valuation Services, LLC Page 52 64253052INVESTMENT VALUE At this time we will consider the value that is attributed to the maximum potential benefit to an adjacent land owner that wishes to use the parking spaces in the subject garage to increase their density for a high density residential development. The most likely benefactor to this scenario is the proposed Coconut Grove bank property which is proposed to be developed, however no official plans have been recorded with the city of Miami thus our analysis is based on publicly available data, conversations with market participants, government officials and web based zoning and planning information. We have done our best to provide a credible and supportable scenario in which the parking spaces available for use for the adjacent owner could be used for high density residential development. In this scenario it is reasonable to project thar the benefit of increased residential development would also increase the profit for the developer which in tum would be factored in to any potential purchase price that a developer would pay in order to secure such benefits. Park Grove is being developed by Tetra Group and the proposed project is estimated to have 730 parking spaces in its current design. According to existing zoning guidelines 477 of those parking spa will be required to support the existing residential towers, (Three twenty story towers with 298 residences). The new bank building will require 121 parking spaces leaving only 132 parking spaces for the three remaining buildings. It is reasonable to assume that Park Grove is already in need of additional parking spaces even at this juncture. As for Miami Parking Authority Garage No. 8, it currently has 388 parking spaces at its disposal with the retail component requiting an estimated 60 parking spots exeating a potential of 328 parking spaces, which could possibly be used by the developer to increase the density of its three residential towers. Based on current floor plans we believe that each additional floor would require 22.5 parking spaces, Using this number in our analysis allows us to formulate that the developer, once having purchased the MPA No. 8 Parking Garage, could potentially develop another fourteen stories on each of its three proposed buildings. Although the developer may not receive permission to add another fourteen stories 11 does allow us to calculate the potential benefit for Terra Group. If-we assume that an average residential condominium in Coconut Grove would have an approximate value of $1,000,000 and we ean add five additional units per building (or 13 for all three towers) it would create a demand for 22.5 additional parking spaces to meet current zoning guidelines. Assuming a profit ‘margin of approximately 20% for each unit or $200,000 itis reasonable to assume that the developer has 4 strong motivation to find additional parking spaces and has a fait amount of potential profit at theit disposal to pay for those additional parking spaces. We have calculated what we believe is the maximum purchase price that would be both profitable and reasonable 10 most developers. We have assumed that of the 388 parking spaces only: 328 would be available for development sake and further we have estimated a profit share of approximately 20% or $25,000 for each parking space conveyed for a total realized benefit of $8,200,000. This amount will be added to the Market Value “as is” and thus results in a Investor Value “as is” of $16,000,000 by way of the Income Approach and $16,000,000 by way of the Sales Comparison Approach with an average of {$16,000,000 as the reconciled Investor Value “as is” CRE Valuation Services, LLC Page 53 64253052RECONCILIATION AND FINAL VALUE CONCLUSION ion Reconciliation and cozrelation of arket and Prospective Values s performed when more than one approach to value is used to value rea defensibility of each the purpose of the appraisal, The conclusion drawn in the reconciliation is based on the property. It weighs the relative significance, applicability, and ue indication and relies most heavily on the one that is most appropriate 10 appropriateness, the accuracy, and the quantity of the evidence in the entire appraisal ‘The reconciled values for the subject, via two approaches to value, are as follows. ‘Summary of Values Investor Value “As Is” [Sales Comparison Approach income Capitalization Approach ICost Approach We utilized the Sales Comparison and Income Approaches for consideration in our value conclusion, Based on our conclusions, the Investor Value of the Fee Simple interest in the subject, "as is", as of September 16, 2013, subject to the extraordinary and general underlying assumptions and limiting conditions, is ‘$16,000,000 Extraordinary Assumptions Several assumptions have been made in determining the investor value and if any of these assumptions should prove substantially different from our assumptions we reserve the right to adjust our values based on the new data. The use of extraordinary assumption might have affected the assignment results. CRE Valuation Services, LLC Page 54 64253052Exposure Time/Marketing Time Per the Appraisal Standards Board (ASB) of the Appraisal Foundation, “reasonable marketing time” is an estimate of the amount of time it might take to sell a property interest at the estimated Prospective Value during the period immediately after the effective date of the appraisal. It is not intended to be a prediction of a specific date of sale and, therefore, may be expressed as a range. Exposure time is defined as the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at Prospective Value on the effective date of appraisal According to the Koxpac Real Estate Investor Survey (3rd Quarter 2014), respondents indicated that marketing periods for investment grade retail properties ranged from 6 to 12 months. The appraisers believe that a suitable marketing period for the subject is 12 months. ‘CRE Valuation Services, LLC Page 55 64253052EXHIBITS SUBJECT PHOTOGRAPES.... 7 B COMPARABLE PARKING STRUCTURE SALES. 6 ‘COMPARABLE RENTALS. L QUALIFICATIONS OF APPRAISERS... P CRE Valuation Services, LLC PageA 64253052SUBJECT PHOTOGRAPHS ‘CRE Valuation Service Page B 64253052Typical Retail Space Exterior Typical Retail Space Interior CRE Valuation Services Page ¢Parking Garage Entrance Parking Garage top level CRE Valuation Services Page DParking Garage Mid Level Parking Garage Elevator and Pay Station CRE Valuation Services Page ELooking along Oak Avenue Looking along Mary Street CRE Valuation Services, LLC Tab F 64253052COMPARABLE PARKING STRUCTURE SALES CRE Valuation Services, LLC TabG 64253052COMPARABLE RENTALS CRE Valuation Services, LLC Tab 64253052Parking Garage\awopten’ CHAS PEACOCKPLAT PB 632.L0T 2EELY 2180" LOT3,LOF Su 48 SOFT, OR 13852490783 Peery coe he er Sooests tae ‘eatacein 2003 Bang hw peer wre omen epeceme Leeman Coan ovo he or of ran Av aarp ha aya cues ‘recthons wes oyna hs toy Homes Coca cay eat ee ‘Sinem anders eral apce ead an guna 880 Giron Se Sstawunmasrew seco oesQUALIFICATIONS OF APPRAISER CRE Valuation Services, LLC TabP 64253052Mick Stiksma, MAI Managing Director - Valuation Services Professional Affiliations & DesignationsIDENTIAL AND IN February 20, 2015 TERRA WORLD INVESTMENTS, LLC “The Department of Off-Street Parking of the City of Miami D/B/A Miami Parking Authority RE: Purchase of the real property containing approximately 0.85 acres of land with a 158,113 square foot/388 space parking garage and 1° floor retail, located at 2860 Oak Ave, Miami, FL 33133, also known as Garage #8, identified by folio number 01-4121-243-0001. Dear Mr, Arthur Noriega: This offer letter ("Offer") sets forth the basic terms and conditions under which the Purchaser (as defined below) proposes to purchase from Department of Off-Street Parking of the City of Miami a/k/a Miami Parking Authority (the “Seller”) that certain real property noted above (the “Property”) including, without limitation, the land and current improvements. The obligations of the parties hereunder shall be subject to the execution by the Purchaser and Seller of a mutually acceptable Purchase and Sale Agreement (the “Purchase Agreement”) 1. Purchaser: The Purchaser under the Purchase Agreement shall be Terra World Investments, LLC, a Florida limited liability company, andor its assignee ("Purchaser"). 2 Purchaser agrees to pay a price of Sixteen Milion Dollars ($16,000,000.00) (the “Purchase Price”) based on Purchaser buying the rights to the above-referenced parking garage and 4 floor retal as follows: ) Four Hundred Thousand Dollas ($400,000.00), Three Hundred Thousand Dollars ($300,000.00) of wich shall be the Initial Purchase Price Deposit (as hereinafter defined), {and One Hundred Thousand Dollars ($100,000.00) of which shall be the Non-Refundable Deposit (as hereinafter defined). ») Eight Hundred Thousand Dollars ($800,000.00) being the Second Purchase Price Deposit (as hereinafter defined). ©) Fourteen Milion Eight Hundred Thousand Dollars ($14,800,000.00) at Closing (as hereinafter defined). 3. Execution of Purchase Agreement: Within thirty (30) business days (unless such time period 's extended by mutual consent of the parties) following the date of the full execution of this Offer, Purchaser and Seller shall negotiate and endeavor to execute the Purchase Agreement incorporating the terms of this Offer and/or such other terms as may be acceptable to Purchaser and Seller in their sole discretion. If Purchaser and Seller are unable to execute a Purchase Agreement on or before the end of such thirty (30) day period then this Offer shall terminate and neither the Purchaser nor Seller shall be further obligated to each other. Upon execution of the Purchase Agreement, this Offer shall terminate and the rights and obligations of the Purchaser and Seller shall be governed by the Purchase Agreement. 1CONFIDENTIAL AND NONBINDING February 20, 2015 4. Initial Purchase Price Deposit and Non-Refundable Deposit: Within three (3) business days following the receipt by Purchaser ofa ful executed copy of the Purchase Agreement, Purchaser shall deliver Four Hundred Thousand Dollars ($400,000.00), Three Hundred Thousand Dollars ($300,000.00) of whieh shall be delivered to a mutually agreeable escrow agent (the “escrow Agent) and held as a refundable deposit (the “Initial Purchase Price Deposit”) under the terms of this Offer, and ‘One Hundred Thousand Dollars ($100,000.00) of which shall be delivered to Seller and shall be non- refundable (the “Non-Refundable Deposit”). At Closing (as defined below), the amount of the Initial Purchase Price Deposit ané the Non-Refundable Deposit wil be applied tothe Purchase Price 5. Inspection Period: Purchaser shall have thirty (30) days following the execution of the Purchase Agreement (the “Inspection Period”) during which the Purchaser shall have the right to inspect all aspects of the Property at its sole cost and expense. Seller agrees to cooperate with Purchaser and/or its representatives and agents with regard to said inspections and to provide Purchaser with access to the Property for the purpose of performing additional due diligence. In the event that Purchaser terminates the Purchase Agreement, for any reason whatsoever in Purchasers sole discretion, prior to the expiration Cf the Inspection Period, then the Initial Purchase Price Deposit shall be returned to the Purchaser and the parties shall be released from all further obligations. In the event that the Purchaser and Seller enter into the Purchase Agreement and the Purchaser elects to proceed with the transaction following the Inspection Period, the Deposits and the Non-Refundable Deposit continue to be earnest money deposits under the Purchase Agreement. 6. Second Purchase Price Deposit: Within three (3) business days following the satisfactory Completion of the Inspection Period by the Purchaser, Purchaser shall deliver an additional sum of Eight Hundred Thousand Dollars ($800,000.00) to the Escrow Agent (the "Second Purchase Price Deposit”, and together with the Initial Purchase Price Deposit, the "Deposits”). In the event that the Purchaser and Seller enter into the Purchase Agreement, if the Purchaser elects not to proceed with the transaction prior to the expiration of the Inspection Period as defined herein, for any reason whatsoever in Purchaser's sole discretion, then the Purchase Agreement shall terminate and the Deposits shall be returned to the Purchaser, whereupon neither the Seller nor the Purchaser shall be further obligated to each other. In the event that the Purchaser and Seller enter into the Purchase Agreement and the Purchaser elects to Proceed with the transaction following the Inspection Period and after Escrow Agent receives the Second Purchase Price Deposit, the Deposits and the Non-Refundable Deposit continue to be earnest money deposits under the Purchase Agreement. 7. Property Documents: Within three (3) business days following the execution of the Purchase Agreement, Seller shall deliver to Purchaser copies of all agreements, documents, and reports relating to the Property; in addition, Seller shall provide to Purchaser an existing survey of the Property, any soll boring reports, any property condition reports, any environmental reports with respect to the Property, ‘copies of all permits by city, county, state, and federal agencies, a full set of plans and specications, engineering reports, copies of any threatened or filed lawsuits regarding the Property, and the existing policy of tite insurance with respect to the Property. 8. Conditions to Closing: As of Closing, the following shall be conditions precedent to Purchaser's obligation to close under the Purchase Agreement: ‘a. Seller must deliver the Deed of the property to the Purchaser, This deed must convey clean, insurable and marketable ttle, without any encumbrances;CONFIDENTIAL AND NONBINDING February 20, 2015 b. As of the date of Ciosing, the Property shall be free from contamination by substances defined as Or included in the definition of “hazardous substances”, “hazardous waste’, “hazardous materials", “toxic substances", *contaminants", or other pollution including, but not limited to, asbestos, under any applicable federal, state or local laws, ordinances, rules or regulations now or hereafter in effect (‘Hazardous Materials”) or, in the alternative, there shall be a current no further action letter issued by the applicable governing authorities evidencing that no environmental remediation Is required in connection with the Property; and © As of the date of Ching, Seller's representations and warranties pursuant to the Purchase ‘Agreement shall be true and correct In the event that any condition precedent is not satisfied to Purchasers satisfaction, then Purchaser, at its election, may: (i) extend the Closing in order to permit additional time within which to satisfy all such conditions precedent; or (i) terminate the transaction and have the Deposits refunded to Purchaser. In the event, that Purchaser determines, at its discretion, that it Is not feasible for it to continue to pursue the satisfaction of the conditions precedent, Purchaser may terminate the Purchase Agreement ‘and receive the return of its Deposits. 9. Closing: The closing under the Purchase Agreement (the "Closing”) will occur within sixty (60) days following expiration of the Inspection Period (provided that the Purchase Agreement has not been previously terminated pursuant to the terms thereof). 10. Closing Costs: Seller shall pay the documentary stamp taxes on the deed, the Miami-Dade County Surtax on the deed (if any), and the cost of recording the deed. Each party shall bear the cost of its attorneys, accountants, appraisers, and other professionals, consultants) and representatives. Purchaser shall be responsible for selecting the tite agent and the costo tile insurance. 11, Brokerage: Seller and Purchaser represent and warrant to each other that neither Seller nor Purchaser has engaged or employed any broker, agent, finder or other similar party with respect to the sale of the Property. Each party indemnifies and agrees to hold harmless the other from any and all loss, ‘cost, expense or liability incurred by one party as a result of the breach of a representation by the other, including, without limitation, attorneys’ and paralegals’ fees incurred, whether or not any action Is ‘commenced o if commenced, through any and all trial, appellate or bankruptcy proceedings. 12. Confidentiality: Seller and Purchaser agree to keep the existence and terms of this Offer (and the existence and terms of the Purchase Agreement if executed) confidential, except as may be required by law or the governing authorities with regard to approvals that Purchaser is seeking, and except as ‘may be necessary by either of the parties to disclose to its lawyers, accountants, lenders, investors, Consultants, and similar professionals. Seller will take reasonable precautions and use its best efforts to protect the confidentiality of any and ali information contained in this Offer and/or the Purchase ‘Agreement. All information contained therein shall automatically be deemed proprietary and confidential; the Purchaser shall not be required to affirmatively mark information as “proprietary and confidential” to designate it as such 13. Governing Law: Both this Offer and any Purchase Agreement shall be governed by the laws of the State of Florida,CONFIDENTIAL AND NONBINDING February 20, 2015 It ls expressly acknowledged and agreed by the parties hereto that except with respect to Sections 11 and 12 above, this Offer is not intended, nor shall this Offer be deemed to be a legally binding or enforceable agreement of the parties. Furthermore, this Offer does not purport to be inclusive of all of the material terms and conditions relating to such transaction. It is expressly agreed and understood that, as a condition to a legally binding obligation of the parties (except with respect to Sections 11 and 12 above), the Purchase Agreement shall be acceptable in form and substance to the parties hereto and their respective counsel, as evidenced by the execution and delivery of the Purchase Agreement by the respective parties. If the foregoing accurately sets forth Selle’s understanding of Purchaser's and Seller's mutual intentions, Seller should so indicate by signing the space provided below and returning it to the Purchaser. AGREED AND ACCEPTED: ‘The Department of Off-Street Parking Terra World Investynents, LL Cf the City of Miami D/B/A Miami Parking Authority By: Print Name: Arthur NoriegaA, REGIONS Mareh 10, 2015 Winter Garden Condominium Association Ine. Whom It May Concern: Pedro Martin and David Martin (Terra Group) have been customers of Regions Bank since 2002. ‘They have handled both the lending and depository relationship at the Bank as agreed. Currently, amongst their various companies, they maintain over $$50,000,000.00 in deposits. ‘Should you have any questions please do not hesitate to contact us at (305) 774-5146, Sincerely, MM tes Mercedes Montalvo Senior Vice President Regions BankCRYSTAL CLEAR HOLDINGS LLC February 23, 2015, Art Noriega Miami Parking Authority 40 NW 3" Street Suite 1103 Miami, Fl 33128 Re: Letter of Intent (“Letter of Intent”) to Purchase Real Property containing approximately .85 acres of land, improved with a 158,113 square foot, 388 space Parking Garage and 1" Floor Retail (“Property”) Located at 2860 Oak Avenue, Miami, F133133 in Dade County, Florida known Dear Mr. Noriega Folio 01-4121-243-0001 We hereby tender the following letter of intent under which we propose as “Buyer” named below, to enter into a contract for sale and purchase of the Property. Property: The Property (tax folio no. 01-4121-243-0001) consists of a Parking Garage of approximately 139,506 square feet with 388 parking spaces, approximately 18,607 square feet of ground floor Retail Space on a 36,930 square foot lot located in the City of Miami, Dade County, Florida, Buyer: Crystal Clear Holdings LLC and /or assigns. Purchase Price: Sixteen Million Three Hundred Thousand and No/100 Dollars, ($16,300,000.00). Material Inducement: Within five (5) days following the execution of the Letter of Intent, Buyer will deposit with Buyer's council the amount of $50,000.00 as camest money subject to the conditions of the Purchase Contract. Within ten (10) days following the execution of the Purchase Contract, Buyer will deposit with Buyer's council the 850 NW 52 Ter 21, Darl FL 39166 1 7681-9956CRYSTAL CLEAR HOLDINGS LLC Purchase Contract: Asis: Closing: Contingencies: Default: ‘Commission: S350 NW 52 Ter 210, Dora FL 3166 1863913956 ‘amount of $200,000.00 as additional earnest money subject to the conditions of the Purchase Contract. Within five (5) days of the expiration of the Inspection Period, Buyer will deposit with Buyer’s council the amount of $200,000.00. Balance of Purchase Price, Cash at closing, Upon the acceptance of Buyer's Letter of Intent, and within 30 days of the mutual execution thereof, Buyer and Seller shall make best efforts to negotiate a Purchase Contract in accordance with the terms outlined herein. In the event that Buyer and Seller are unable to reach mutually satisfactory terms, this Letter of Intent shall be deemed void and any deposits shall be retumed to Buyer. ‘The period (the “Inspection Period”) commencing on the effective date of the Purchase Contract and expiring 30 days thereafter. During the Inspection Period, at Buyer's request, Seller will, to the extent in its files and without representation or warranty, provide Buyer with copies of non-proprietary “due diligence” information which it has, including, without limitation, title information and policies, surveys, soils, inspections and environmental reports, development and site permits, tenant leases, operating statements, for the last two years and any other information reasonably requested by Buyer. Such information will determine, in Buyer's sole discretion, whether to terminate the Purchase Contract and be returned any outstanding deposits. Seller will reasonably permit Buyer and its Agents to enter the Property for the purpose of performing all tests and studies and such other investigations and reviews. Buyer shall be responsible for any and all costs associated with the due diligence and shall indemnify and hold harmless Seller from any liability incurred by Buyer or its Agents. Buyer is purchasing this Property in “As Is” con¢ ion. Closing of the transaction shall occur thirty (30) days after the expiration of the Inspection Period, ‘There are no Contingencies to the closing of this transaction other ‘than those contained in the Purchase Gontract, Seller and Buyer's remedies shall include customary | and equitable remedies. el Buyer and Seller agree that no Brokers are involved in the transaction,CRYSTAL CLEAR HOLDINGS LLC Expenses of Closing: Seller shall pay the cost of all transfer taxes on the deed of conveyance, their attorney’s fees and other customary Seller's charges and Buyer shall pay the cost of title examination, title commitment, title insurance, their attomey's fees and other ‘customary Buyer's charges. This Letter of Intent evidences our mutual agreement as to its terms. However, and notwithstanding anything to the contrary contained herein, this Letter of Intent is not itself an ‘agreement or obligation which is binding on either party. In the absence of a written Purchase Contract acceptable to each party in each one’s sole and absolute discretion, neither party shall be bound or obligated to any agreement or matter whatsoever. Kindly have the appropriate party sign the space below to indicate agreement with all of the conditions herein, Very truly yours, ae Alain Lantigua For Crystal Clear Holdings LLC so Seller: Dated: 250 NW 52 Ter 4210, Doel L316 Tease aFCB FLORIDA COMMUNITY BANK March 10, 2015 Miami Parking Authority Att: Rolando Tapanes 40 NW 3" Street, #1103 Miami, FL 33128 Ref: Purchase of Oak Avenue Parking Garage by Crystal Clear Holdings, LLC Itis a privilege to recommend to you Crystal Clear Holdings, LLC and Alain Lantigua, a successful business owner and real estate investor. | have known Alain for over 15 years and can attest to his integrity and honesty as a businessman ‘Alain Lantigua has been my client for many years, during which time the Bank has extended business credit facilities. In addition, Mr. Lantigua personal and depository accounts are estimated in the low to mid seven figure range; and again have been handled in a most satisfactory manner. Mr. Lantigua has conducted himself in a highly professional manner, displaying considerable knowledge of the real estate market and operating a successful small business for many years. Any courtesies extended to Crystal Clear Holdings, LLC and or Mr. Lantigua, would be: greatly appreciated. Sincerely, Joe L. Pruna, SVP ‘Commercial Banking Officer Florida Community Bank, N.A 5900 Bird Road * Miami, FL 33155, ‘Telephone 305-669-6335 * Fax 305-740-74744uasn.. February 24, 2015 City of Miami d/b/a Miami Parking Authotity 40 Nozthwest Third Street, Suite #1103 ‘Miami, Flosda 33128 Re: 2860 Oalc Avenue, Miami, FL. 33133 also known as Gatage #8 (oli: 01-4121-243.0001 Reference Only) ‘This letter of intent (the “Letter of Intent”) sets forth an outline of the proposed basic texms fora putchase and sale of the Property (the “Proposed Transaction”), Except as set forth in the section ented “Binding Provisions" below, this Letter of Iatent shall serve as the basis for negotiation only and is not intended and should not be construed ta constitute a complete statement of all terms of any potential transaction or a legally binding or enforceable contract, agreement, or commitment on the past ofthe Buyer, 1 SELLER: City of Miami, Department of Off Street Pathng (he “Selle). 2 BUYER: ‘Mast Acquisitions, LLC (‘Mast’) or one or more affiliates of Mast or an entity owned or controlled by one or more of the principals of Mast (cach, a8 applicable, “Buyer”, 3 PROPERTY: Collectively, (all of Seller’ fee simple interest in the real property commonly known as Garage #8 located at 2860 Oxk Avenue, Miami, FL 33133 and more particularly described on Schedule “A” attached hhereto and made a part hereof, together with all improvements located thereon, (i) any and all personal and intellectual property owned by Seller in connection with the foregoing, and (i) all other dizcct of indirect right, tle and interest of Selec seated to any of the foregoing (collectively the “Property” 4 PURCHASE PRICE: ‘Sixteen Mion One Hundred ‘Thousand and 00/100 Dallas {616,100,000.00) (the “Purchase Price”), ‘DEPOSIT: Within dee busines days following the date of full execution and Galery of the Puechave and Sale (he “Biecrve Date), Boyer thal pce or nse ob cel alps cman cy deposi in the amount of Tices Hundied Thowand and 00/10) Dols 3000000) (he “Inia Deposit) with an atomey of Buyers choosing int slediceion “Escrow Agent”). Wis one (business day fotoving the expton of the Dae Dilgence Peed (es defined blow), the Bayer sl depot an addon Si Fed ‘Thoussnd and 00/100 Dollars ($600,000.00) (the “Additional Deposit” and together with the Iial Deport, ogee i al intrest eamed hereon the “Earnest Money Deposit) nd the tae Enmest Money Deposit shill become, non-cchndable, exept as ctherwse provided in the Purchase and Sale Ageement bit sal be ccedited pint the Puchae Pose st Clos” Upon tect of 2 executed W9, Escrow Agent sll iret te Eames Money Depont in an intees-benang account. TE allowing execton of the Pacase tad Sale Agreement but pot tothe exption of the Due Digene Pod, the Buyer mois the Sele hat toes not intend to pated withthe Closing for any 0: no reso, te Earnest Money Depo nad any accredits hte, in i entity, shal be teamed to Bayer 129 WASHINGTON AVENUE, SUITE #505, MIAN BEACH 1.38129 0: 305-531-2426 F 305-530-2428— duasr, fon the next business day following such notification. ‘The balance of the Purchase Price willbe paid in cash at Closing. Provided that the Purchase and Sale Agreement has not been previously terminated, the closing of the Proposed Tzansaction (the “Closing” would occus (a) thiety (30) days afer the expiration of the Due Diligence Period or (b) such other date as mutually agreed by Seller and Buyer (the “Closing Date"), The closing shall be subject to customary conditions to be set forth in the Purchase and Sale ‘Agreement. The tansactions contemplated hestin woukd be govemed by and consummated passant toa denitve purchase sd sk agreement and other applicable documentation (collctvey, the “Purchase and Sale Agreement”) to be negotisted and exceed bythe pats inform and substance rurally acceptable to Seller and. Buyes, which documentation would include customary and rpc representations, warrants, covenants and indemnites Bayer sll prepare an ital daft ofthe Purchase and Sale Agreement end deliver ch daft to Seller following the fll execution oft Later of Intent. Buyer shall have a peviod of thisty (30) days from the Effective Date Whe “Due Diligence Period”) to approve or disapprove of the condition of the Property and the other terms of the Proposed ‘Transaction in its sole and absolute discretion. Within three (2) business days following the Effective Date, Seer shall provide Buyer and its consultants or agents with aay and all documentstion in its possession or control segasding the Property. ‘The Buyer shall have the sight to perform such due dligence as it determines in its sole and absolute discretion, inching but not limited to: A) TITLE: The Buyer shall have the sight to onder a tile ‘commitment from a tide company of Buyer's choice and review all exceptions thereto, together with a curcent ALTA survey. B) PHYSICAL INSPECTION: ‘The Buyer, at Buyer's sole cost, shall hhave the sight to conduct a physical inspection of all buldings, soil tets, engineering studies and such feasibility and other studies regarding the condition of the Property a8 the Buyer determines is pendent ©) ENVIRONMENTAL AUDIT: The Buyer, at Buyer's sole cost, shall have the right to conduct an environmental audit and such eaviconmental studies and investigations regarding the cnvironmental condition of the Propesty as the Buyer determines is prudent D) GOVERNMENTAL REGULATIONS: The Buyer shall have the ‘ight to review and approve the zoning, land use and other govemmental regulstions, laws, permits and approvals that apply to the Property (including, without limitation, all entilements and development rights related to the Property) and shall have the tight to discuss the same with any appropriate government agencies of officals. 129 WASHINGTON AVENUE, SUITE 505, MIAN BEACH, 38199 0: 305.581-2426 F305531-262813. E) DOCUMENTS: The Buyer shall have the sight to review and approve all contacts, management agreements, easements, sent rolls, plans, stadics and reports in Seller's posession that bind the Property or that will affect the use of the Property after the Closing ‘Bayer shall have the sight to terminate (without the payment of any termination fee or similar amount) the Puschase and Sale Agreement by notice to Seller on or before expiration ofthe Due Diligence Petiod, in its sole and absolute discretion. In the event of such termination, ny, and all deposit) including any and all of the Eamnest Money Deposit, Previously made by Buyer shall be rerumned to Buyer, together with interest accrued thereon if applicable. Each of Buyer and Seller watrants and represents to the other that it has not engaged or deat with any broker, salesman, finder or similar intermediary in connection with the Proposed Transaction; and each shall hold harmless, indemnify and defend the other from and against any chim based on any alleged fact inconsistent with such party's ‘warranty and representation contained in this parageaph ‘This Letter of Intent will be governed by and interpreted under the laws ofthe State of Florida, without reference to principles of conflicts flaw. ‘This Leer of Intent may be executed and delivered in countespasts and by fax or electronic (.e. PDF) tansmision Each pty shal be solely responsible for an sal bea al ofits ov pedite expenses cdg, witout imitation, expenses of teal counsel engizets and consents, incurred in conneedon with he de Aligence review, prepstiion of te Pusha ad Sale Spreerests oe any other expenses sling tothe closing ofthe Proposed Trencton, ‘xcept otherwise provided inthe Purine td Soe grec al income and expenses of the Property shall be prouted at ofthe Glosing Date. Buyer sal obtain wt commitment and ome policy (rom a Se company weected by Buy) and pay al cost of tecoing the deeds, atinments sad cated documents taelering the Property. Seer shal pay any tans secoring ad snr tee die and payable in connection with the Proposed TraeacSon, athe cost of eating any conectve instuent ‘As a material inducement for Buyer to expend considerable time and Einancil resources to evaluate the Property purchase and conduct i uc diligence, from the date ofthis Letter of Intent until the eatlist to occur of () tothe extent a Purchase and Sale Agreement is executed by Seller and Buyer, termination of the Purchase and Sale Agreement a provided therein or (i) termination ofthis Leter of Intent as provided herein without execution of the Purchase and Sale Agreement by all relevant pais, Seller shall not take or permit any person on its behalf to take any actions to sell or matket the Property or any disect of indiect interest therein for sale; nor shall Seller dtectly ot indirectly solicit, accept, negotiate or entertain in eny way any offers (preliminary, final, wetten, oral or otherwise) for the purchase of the Property, of ‘38 WASHINGTON AVENUE, SUITE HOS, MIAN BEACH, FL. 33139 0: 205-531-2426 F305 591-2428_ duasr any portion thereof or interest therein. Seller acknowledges that ‘monetary damages would be insufficient to remedy a breach of this ‘provision, and that Buyer shall have the sight to enforce thie provision by equitable remedies including without limitation, injunction and/or the specific enforcement hereof (or of the Purchase and Sele Agreement) by a court of competent jussdiction without the necessity of posting a bond. Notwithstanding anything to the contrary herein, the partes intend forthe provisions of thie Section 13 to be binding on the partes and their successors and assigas. ‘The provisions of this Section 13 shall survive the termination ofthis Letter of Intent. 4. ‘NO THIRD PARTIES: No provision of this Letter of Intent is intended to, nor shall it, confer ‘upoa any person other than the parties hereto any rights or remedies hereunder. 18. BINDING PROVISIONS: With the exception of Sections 9 through 14 and this Section 15 (the “Binding Provisions”) of this Leter of Intent, each of which the partis intend to be a binding agreement ofthe partes, this Letter of Intent is merely an invitation to negodate and isnot a contract, offer or option, ‘Except for the Binding Provisions, nether party may ely on this Letter (of Intent as creating any legal obligation of any kind. Except for the Binding Provisions itis acknowledged and understood that the parties shall not be contractually bound, unless and unt a formal written agicement is executed by the parties, which must be in form and content satisfactory to each party and its counsel, in their sole discretion, 16 ASSIGNMENT: Sells acknowicdges that Buyer may asign this Letter of Intent ot the Purchase and Sale Agreement to any entity formed by Buyer or an alate of Bayer. If this leter accurately sets for your understanding of the basic business terms relating to our negotiation of the Dropoted Purchase and Sale agreement, please execute and rerum the following on or before 5:00 pan. (2ST), March 6, 2018. If this Letter of Intent is not accepted and returned by such time and date, this Letter of Intent wil ease tobe of any father force or effect. [SIGNATURE PAGE FOLLOWS] +19 WASHINGTON AVENUE, SUITE S05, MIAMI BEACH, 32139 0; 305-531-2426 F:305:591-2628BUYER: Mast Acquisitions, LLC and/or is Assigns By: Name: Matthew Adler Title: Authorized Signatory Date Febrinry ZY a015 ACKNOWLEDGED, ACCEPTED AND AGREED TO THIS__DAYOF___, 2015 BY: SELLER: City of Minna d/b/a Miami Parking Authosiy By: Name: Title: ‘18 WASHINGTON AVENUE, SUITE AOS, MIAN BEACH, F. 38129; 305-531-2626 F: 305-591-2428_ Suasn.. SCHEDULE “A” ‘The Property Units | through 9, inclusive, of OAK AVENUE PARKING PLAZA CONDOMINIUM, «condominium accerding to the Declaration of Condominium thereof, as recorded in Official Records Book 21563, at Page 2086, ofthe Pubic Records of Miami-Dade County, Florida, Street Addresses and Folios: 2860 Osk Avenue I (Folio: 01-4121-243-0010); 3315 Rice Street 2 Folio: 01-4121-243-0020); 2840 Oak Avenue 3 (Folio: 01-4121-243.0030); 2830 Oak Avenite 4 (Folio: 01-4121-243-0040), 2820 Oak Avenue 5 (Folio: 01-4121-243-0050), 2810 Oak Avenue 6 (Folio: 01-4121-243-0060); 3310 Mary Street 7 (Folio: 01-4121-243-0070);, 2850 Oak Avenue 8 (Folio: 01-4121-243-0080); and 2850 Oak Avenue (Folio: 01-4121-243-0090). 218 WASHINGTON AVENUE, SUITE 4505, MIAN BEACH, FL29139 0:305-51-2436 F:305-531-2420Goldman Sachs ntemational ier Court | 120 FletSirest | London EC4A 28 “ok +46 (020 7774 1000 11 of March 2015 119 Washington Avenue, STE 50S ‘Miami Beach, FL 33139 ‘Attention: Camilo Miguel Re: R.H. AND M. PROPERTIES PTY LTD Dear Mr. Camilo Miguel, In response to your recent inquiry concerning the above-referenced client, please be advised thatthe above-referenced account was established on the 10th of December, 2010 and the address currently on Emst & Young, 680 George Stieet, Sydney, NSW 2000 Australia. The assets under management are in excess of 18,000,000,00 USD as of 10” March 2015. ‘We cannot provide any assurances that the current value of the account will be ‘maintained, nor that R.H. AND M. PROPERTIES PTY LTD will continue to ‘maintain an account with us. Account values are not guarantee for accuracy or as realizable values and are subject to charge due to withdrawals, market fluctuations and investment activity (such as the purchase and sale of investments). Sincerely, Oliver Patterson Executive Director ‘kien Secs maton eutoited by the Penal Region Ahoy andre by the Fanetl Conduct Auer ane tne Prt ago Autry PegislernErifand No. 02250051 | Reged Oc: Pearorugh Gert 183 Feat Steet, London ECAA 288 ceaseGoldman Sachs intentional Fiver Cout | 120 Feat Street | London ECAA 286 Tok +44 (0)20 7774 1000 olan Sachs 11" of March 2015 119 Washington Avenue, STE 505 ‘Miami Beach, FL 33139 Attention: Camilo Miguel Re: ELWOOD PTY LIMITED Dear Mr. Camilo Miguel, In response to your recent inquiry concerning the above-referenced client, please be advised that the above-referenced account was stablished on the 3” of March, 2011 and the address currently on Ernst & Young, 680 George Street, Sydney, NSW 2000 Australia. The assets under management are in excess Of 1,000,000.00 USD as of 10" March 2015. ‘We cannot provide any assurances that the current value of the account will be ‘maintained, nor that ELWOOD PTY LIMITED will continue to maintain an account with us. Account values are not guarantee for accuracy ot as realizable values and are subject (o charge due to withdrawals, market fluctuations and investment activity (such as the purchase and sale of investments). Yours sincerely, Oliver Paterson Executive Director40 NW 3rd Street Suite 1103 Miami, Florida 33128 Phone (305) 373-6789 Fax (305) 371-9451 www.miamiparking.com ‘TO: Honorable Chairperson and Members of the Off-Street Parking Board FROM: Arthur Noriega V, Chief Executive Officer, Miami Parking Authority te SUBJECT: Purchase Agreement between Miami Parking Authority and Terra World Investments in relation to the Purchase of Real Property located at 2860 Oak Avenue, Miami, FL 33133 (aka Garage #8/Oak Avenue Garage) DATE: May 6, 2015 In response to an unsolicited proposal received for the prospective purchase of the Oak Aventic Garage, and in accordance with the policies and procedures established by means of Resolution 14-02, this board approved the placement of an advertisement alerting the general public that MPA was seeking to receive proposals from any interested party which might be interested in purchasing our Oak Avenue Garage and the selection of Terra World Investments as the purchaser. As a result of the solicitation process and Board approval, Miami Parking Authority has entered into negotiations with Terra World Investments. Attached is a Purchase Agreement between Miami Parking Authority and Terra World Investments, LLC in relation to Garage 8/Oak Avenue Garage, 2860 Oak Avenue, Miami, FL 33133. The purchase price to be paid by Terra at Closing will be Sixteen Million Dollars ($16,000,000.00). ‘The Purchase Price shall be paid to Seller as follows: + $100,000.00 being the Non-Refundable Deposit * $300,000.00 being the Initial Purchase Price Deposit to be deposited as initial earnest money ‘© $800,000.00 being the Second Purchase Price Deposit to be deposited after the expiration of the inspection period ‘+ $14,800,000.00 in cash, at closing, subject to prorations and adjustments as herein provided, to be paid by wire transfer or bank check. Staff respectfully requests the Board’s approval to proceed with the execution of a Purchase/Sale Agreement with Terra World Investments for the purchase of real property located at 2860 Oak Avenue (aka Oak Avenue Garage) pending full legal review.EMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated this day of - 2015, is by and between TERRA WORLD INVESTMENTS, LLC, a Florida limited ifability company (“Purchaser”) and The Depactment of Off-Street Parking of the City of Miami D/B/A Miami Parking Authority (“Seller”), In consideration of the mutual ‘covenants and promises herein set forth, the parties agree as follows: 1. Purchase and Sale. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller all of Seller's right, title and interest in and to that certain parcel of real property (the “Land”), located in Miami-Dade County, Florida as more particularly described on Exhibit “A” attached here‘o, together with the following property and rights: (@) _Allimprovements (the “Improvements”) located on the Land, including, without Limitation, all structures, buildings, amenities and other facilities. The Land and Improvements are hereinafter collectively referred to as the “Realty.” (b) All furniture, furnishings, fixtures, equipment and other items of personal property located on the Realty, used or useful in the operation of the Realty and owned by Seller (the “Personal Property”). (©) All of Seller's interest as landlord (including, without limitation, with respect to any security deposits and pre-paid rents for months occurring after the month of Closing), under all leases, parking agreements and all other occupancy agreements affecting the Realty and set forth on the rent roll attached hereto as Exhibit “B” (the “Leases”) @) All deposits, licenses, permits, authorizations, warranties, certificates of occupancy, and approvals pertaining to the ownership and/or operation of the Realty. (ce) Alll strips and gores of land lying adjacent to the Realty, together with all easements, privileges, rights-of-way, riparian and other water rights, air rights, lands underlying any adjacent streets or roads, and appurtenances pertaining to or aceruing to the benefit ofthe Realty. (All general intangible rights pertaining to the ownership and/or operation of the Realty, ‘The Realty and all of the other property and rights deseribed in this paragraph 1 shall hereinafter collectively be referted to as the “Property”. 2. Purchase Price/Deposits. The purchase price to be paid by Purchaser to Seller at Closing for the Property is Sixteen Million Dollars ($16,000,000.00) (the “Purchase Price”) ‘The Purchase Price shall be paid to Seller as follows: $100,000.00 being the Non-Refundable Deposit referred to in Section 3(a) of this Mia 18490255904Agreement. $300,000.00 being the Initial Purchase Price Deposit referred to in Section 3(b) of this, Agreement. $800,000.00 being the Second Purchase Price Deposit referred to in Section 3(e) of this Agreement, $14,800,000,00 in cash, at closing, subject to prorations and adjustments as herein provided, to be paid by wire transfer or bank check. $16,000,000.00 Total Purchase Price 3. Deposits. (a) To secure the performance by Purchaser of its obligations under this Agreement, Purchaser shall deliver to the Seller, the sum of One Hundred Thousand Dollars ($100,000.00), within three (3) business days following receipt by Purchaser of a fully executed copy of this Agreement, which amount shall be credited against the Purchase Price at Closing and shall be non-refundable to Purchaser except as otherwise provided in Section 10 of this Agreement (the “Non-Refundable Deposit”) (b) To secure the performance by Purchaser of its obligations under this Agreement, Purchaser shall deliver to the law firm of Greenberg ‘Traurig, P.A. (“Escrow ‘Agent”), as escrow agent, the sum of Three Hundred Thousand Dollars ($300,000.00), within three (3) business days following receipt by Purchaser of a fully executed copy of this Agreement, which shall be held as an initial eamest money deposit hereunder (together with all interest earned thereon, if any, the “Initial Purchase Price Deposit”) © Inthe event Purchaser has not elected to terminate this Agreement prior to the expiration of the Inspection Period (as hereinafter defined), then, within three (3) ‘business days following the expiration of the Inspection Period, Purchaser shall deliver to Escrow Agent an additional sum of Eight Hundred Thousand Dollars ($800,000.00) (the “Second Purchase Price Deposit”). The Initial Purchase Price Deposit and the Second Purchase Price Deposit are hereinafter collectively referred to as the “Deposit”. Escrow Agent may, upon receipt of an executed form W-9, invest the Deposit in interest-bearing accounts, certificates of deposit, or repurchase agreements maintained with or issued by a commercial bank or savings and loan association doing business in Miami-Dade County, Florida, Any interest earned on the Deposit shall be paid to Purchaser. 4 Tile, Within seven (7) business days following the Effective Date, Seller shall deliver to Purchaser, a complete copy of the title insurance policy for the Property issued to Seller, ifany. Purchaser shall obtain a title insurance commitment (the “Commitment”). On the date of Closing, Purchaser, at Purchaser’s expense, shall have its title agent issue a title insurance 2 mia yeesn222004policy for the Property. The Commitment shall show that Seller is vested with and ean convey to Purchaser good, marketable, and insurable title to the Realty, free and clear of all liens, ‘encumbrances and other matters. Purchaser, at Purchaser's expense, may obtain a survey of the Realty (the “Survey”). Encroachments, unrecorded easements, or adverse title matters disclosed by the Survey will be deemed a title defect. Purchaser shall examine title during the Inspection Period. If Purchaser finds title to be defective, Purchaser shall, no later than on the last day of the Inspection Period, notify Seller in ‘writing specifying the defect(s). Purchaser shall have the right to object to any matter(s) first appearing on Purchaser's title update after the expiration of the Inspection Period. If Purchaser has given Seller timely written notice of the defect(s) and the defect(s) render the ttle other than as represented in this Agreement, Seller shall diligently, and in good faith, proceed to cause such defects to be cured by the date of Closing. At either party's option, the date of Closing may be extended for a period not to exceed thirty (30) days for purposes of eliminating any ttle defects. In the event that Seller is unable to eliminate any defects as of the date of Closing as the same may be extended under the preceding sentence, Purchaser shall have the option of either: (i) Closing and accepting the titie “as is,” without reduction in the Purchase Price, or (ii) canceling, this Agreement in which event the Escrow Agent shall return the Deposit and all interest earned. ‘thereon (o Purchaser, whereupon both parties shall be released from all further obligations under this Agreement, Seller agrees to remove by payment any mortgage lien or other lien against the Property, capable of removal by the payment of money, on or before Closing. 5. Property Materials. Within three (3) days following the Effective Date, Seller shal! provide Purchaser with copies of the following: (i) current tax bills for the Property, (ii) all service contracts, maintenance contracts, service arrangements and all other contracts affecting the Property or any portion thereof (the “Contracts”; a list of the Contracts is attached hereto as Exhibit “C”); (ii) all environmental assessments, physical condition reports, surveys, appraisals and other reports relating to the Property, (iv) certificates of occupancy, certificates of completion, plans and specifications for the Improvements on the Property, (v) a true, correct and complete copy of the Leases and the Lease files containing all tenant correspondence relating to the Leases, and (vi) all other material information and documents that Seller has in its possession and/or control reasonably necessary for Purchaser to complete its due diligence with respect to the Property. 6. Inspection Period. Purchaser shall have a period of thirty (30) days following the Effective Date (the “Inspection Period”), to make such physical, legal, zoning, title, survey, land use, environmental, and other examinations, inspections and investigations of the Property, ‘that Purchaser, in Purchaser's sole diseretion, may determine to make. In the event Purchaser is not satisfied with any of the foregoing, in Purchaser's sole discretion, Purchaser may cancel this transaction by written notice of cancellation (the “Termination Notice”) given to Seller and Escrow Agent prior to the expiration of the Inspection Period, in which event the Escrow Agent shal] xeturn the Deposit and all interest earned thereon to Purchaser, whereupon both parties shall be released from all farther obligations under this Agreement. During the term of this ‘Agreement Purchaser and Purchaser's agents shall have the right to enter upon the Property for 3 (a soaa0za3avepurposes of inspections and investigations, including making tests and studies thereon. In the event that the transaction contemplated under this Agreement does not close, then Purchaser will repair all damages to the Property resulting from Purchaser's inspections, Throughout the term of this Agreement, Seller, its agents and employces shall at all times cooperate with Purchaser, its agents and contractors in connection with their performance of the inspections provided herein Purchaser agrees to indemnify, defend and hold harmless Seller from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs at tial and all appellate levels) arising out of or resulting from any such inspection or investigation. ‘The provisions of this paragraph shall survive the Closing and any cancellation or termination of this Agreement. 7. Existing Leases, Seller further represents and warrants to Purchaser that: (@) No other partes have any rights of occupancy or possession of the Property or any portions thereof except as set forth in the Leases, and no tenant has an option. to purchase the Property or any portion thereof, ot any rights of first refusal with respect to same. (b) Except as set forth on Exhibit “B” attached hereto, Seller has not received any prepaid rent under the Leases, and Seller will not accept payment of any rent under the Leases for more than one (1) month in advance. Seller will accept and collect all payments of rent through the date of Closing. Any prepaid rents shall be prorated as of the date of Closing so that Seller obtains the benefit of all rents paid attributed to the time prior to Closing and Purchaser obtains the benefit of all rents paid attributed to the time fiom and after the date of Closing, (©) There are no modifications, understandings or agreements with respect to any of the Leases except as set forth in the Leases. (@ The Leases are in good standing and without default on the part of Seller, and, to the best of Seller’s knowledge, the tenants thereunder as of the date hereof, and shall remain without default on the part of Seller through the date of Closing. (©) Within fifteen (15) business days following the expiration of the Inspection Period, Seller shall deliver to Purchaser an estoppel letter from each of the tenants under the Leases substantially in the form attached hereto as - “D”. (© There are no unpaid rental commissions, tenant improvements, tenant concessions or tenant allowances due with respect to the Leases nor for the renewal of same. ‘The provisions of this paragraph shall survive Closing for a period of one year. 8, Seller’s Representations/Covenants, (a) Seller represents and warrants to Purchaser as follows: (wa seanozs3506min 18030238304 (@ Sellers vested with title to the Property, and the rights and powers necessary to transfer marketable and insurable fee simple title to the Property. Gi) The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary persons and no consent of any ‘other person or entity to such execution, delivery and performance is required to ‘ender this document a valid and binding instrument enforceable aguinst Seller in accordance with its terms. Gii) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will: (x) result in a breach of, or default under, any agreement to which Seller is a party or by which the Property is bound, or (y) violate any law, any existing law or regulation, order, decree, wait, injunction or restriction to which Seller or the Property is subject. (iv) Seller is not a “foreign person” within the meaning of the United States tax laws and to which reference is made in Internal Revenue Code Section 1445(b)(2). At Closing, Seller shall deliver to Purchaser an affidavit to such effect. () Seller has not entered into any contracts, arrangements, licenses, concessions, easements, of other agreements, including, without limitation, service arrangements and employment agreements, either recorded or unrecorded, ‘ynitten or oral, affecting the Property, or any portion thereof or the use thereof, other than the Lease, the Contracts, and any agreements related to parking for payment. (i) Bach of the Contracts: (i) is in good standing and free from default, Gi) fully assignable to Purchaser without any change in the terms and provisions thereof, and (ii) may be cancelled by Purchaser upon not mere than thirty (30) days notice and without payment of premium or penalty therefor. (vii) Seller has no notice or knowledge of: (I) any pending improvement liens to be made by any governmental authority with respect to the Property; (li) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to the Property: (ii) any pending or threatened lawsuits ‘with respect to the Property; or (iv) any pending or threatened condemnation proceedings with respect to the Property. (viii) Seller shall be responsible for and shall promptly pay all amounts ‘owed for labor, materials supplied, services rendered and/or any other bills or ‘amounts related to Seller and Seller's ownership and/or operation of the Property prior to Closing. (ix) Seller has not received any notice fiom any governmental authority regarding the presence of any Hazardous Substance, any present or past igencration, recyeling, reuse, sale, storage, handling, transport and/or disposal of 5&) a sexsoza3av6 ‘any Hazardous Substance or any failure to comply with any applicable local, state or federal environmental laws, regulations, ordinances or administrative or judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance, As used herein, the term “flazardous Substance” means any substance or material defined or designated as @ hazardous or toxic waste material or substance, or other similar term by any federal, state or local environmental statue, regulation or ordinance presently or hereinafter in effect, as such statute, regulation or ordinance may be amended from time to time. (%) As of the Closing, there shall be no open permits (other than open permits for ongoing work being performed by a Tenant in its leased premises) or outstanding code violations (other than code violations caused by en existing tenant in good standing whose lease expressly provides that such tenant shall be responsible for the cure of such code violation) regarding the Property; Seller shall be responsible for causing the closure of all open permits (other than open permits for ongoing work being performed by a Tenant in its leased premises) and correcting all code violations (other than code violations caused by an existing tenant in good standing whose lease expressly provides that such tenant shall be responsible for the cure of such code violation) prior to Closing. (xi) All sales taxes due with respect to the Property and Leases have ‘been paid in fall or will be paid in full by Seller in the ordinary course of business prior to the Closing, (xii) As of the Closing, all of Seller’s representations and warranties shall be true and correct and shall survive same. Covensnts, Seller covenants that from and after the Effective Date: @ During the period between the date of this Agreement and Closing, Seller shall continue to operate and manage the Property in a prudent and businesslike manner consistent with its operation and management prior to the date of this Agreement and in accordance with all of the requirements of the Leases. Any brokerage fees or similar commissions which are or will become due and payable in connection with any of the Leases shall be paid in full by Seller at or prior to Closing. Gi) At Closing, Selfer shall terminate any existing leasing or property management agreement affecting the Property and shall pay all termination fees and/or penalties due with regard to such terminations. (ii) From and after the Effective Date, no portion of the Property ot ‘any interest therein shall be alienated, encumbered, conveyed or otherwise transferred.(iv) From and after the Effective Date, the Seller shall not: (x) modify, terminate or renew any of the Leases without the prior written consent of Purchaser, which consent Purchaser may grant or withhold in Purchaser's sole discretion; or (y) enter into new leases, contracts, licenses, obligations or agreements affecting the Property which will survive Closing without the prior vwaitten consent of the Purchaser, which consent Purchaser may grant or withhold in Purchaser’s sole discretion, 9. Conditions Precedent, Purchaser's obligation to close the transaction provided for in this Agreement shall be subject to the following conditions precedent to Closing: (@ Atal times during the term of this Agreement and as of Closing, all of the representations, warranties and covenants by Seller contained in this Agreement shall be true and correct. (b) Within fifteen (15) business days following the expiration of the Inspection Period, Seller shall have provided to Purchaser an estoppel from each of the tenants under the Leases as required in paragraph 7(e) above (collectively, the “Tenant Estoppels”). In order to satisfy this condition, the Tenant Estoppels shall contain no deviation from the Leases nor disclose the existence of any default. (© As of the date of Closing, the Property shall be free from contamination by ‘substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “toxic substances”, “contaminants”, or other pollution including, but not limited to, asbestos, under any applicable federal, state or local laws, ordinances, rules or regulations now or hereafter in ‘effect ot, in the altemative, there shall be a current no further action letter issued ‘by the applicable governing authorities evidencing that no environmental remediation is required in connection with the Property. In the event any of the foregoing conditions precedent are not fulfilled as of Closing (or earlier date if specified otherwise), then Purchaser may either: (i) extend the Closing for a period of sixty (60) days in order to permit Seller additional time within which to satisfy all conditions precedent; (i) terminate this Agreement by providing written notice of such termination to Seller, whereupon the Escrow Agent shall promptly return the Deposit and any interest earned ‘thereon to the Purchaser and both parties shall be released from all further obligations under this ‘Agreement, except those obligations which expressly survive termination; or (ii) waive any such unsatisfied conditions precedent in writing and proceed to Closing. In the event that the Purchaser extends the Closing as provided hereinabove and all conditions precedent have not ‘been satisfied prior to such extended Closing date, then, Purchaser shall have the option of either @ waiving any such unsatisfied conditions precedent in writing and proceeding to Closing, or Gi) terminating this Agreement by ‘providing written notice of such termination to Seller, ‘wheceupon the Escrow Agent shall promptly return the Deposit and any interest earned thereon. to the Purchaser and both parties shall be released from all further obligations under this Agreement, except those obligations which expressly survive termination. 1 i ves3023350410, Default Provisions. In the event ofthe failure or refusal of the Purchaser to close the transaction contemplated under this Agreement, Seller shall receive the Non-Refundable Deposit and the Deposit paid by Purchaser under this Agreement, together with all interest camed thereon, if any, as agreed as liquidated damages for said breach, and as Seller’s sole and exclusive remedy for default of Purchaser, whereupon this Agreement shall terminate and the partes shall be relieved of all further obligations under this Agreement. ‘Purchaser and Seller Feknowledge and agree that actual damages are difficult or impossible to ascertain and that the amount of such Non-Refundable Deposit and the Deposit, together with all inferest eamed thereon, if any, is a fair and reasonable estimation of the damages of Seller. In the event of a default by Seller under this Agreement, Purchaser shall have the right to: (@ receive the return of the Non-Refundable Deposit and the Deposit paid by Purchaser under this Agreement, together with all interest eamed thereon, and (fi) seek specific performance of Seller's obligations under this Agreement, However, in the event that Seller renders specific performance unavailable, Purchaser shall be entitled to pursue any and all remedies available at equity or law. In the event of any litigation between the parties under this Agreement each party shall be responsible for their own attomey’s fees and court costs. 11. Prorations. (a) Realestate taxes, personal property taxes, prepaid expenses, and all other fees and items of income and expense with respect to the Property shall be prorated as of the date of Closing, Seller shall pay any outstanding real estate taxes with respect to the Property on or before Closing. In the event the taxes for the year of Closing are unknown, the tax proration will ‘be based upon the taxes for the prior year and at the request of cither party, the taxes for the year ‘of Closing shall be re-prorated and adjusted when the tax bill for such year is received and the actual amount of taxes is known, (b) Rent (or other income) and any expenses incurred in the operation of the Improvements accrued or payable under the Leases shall be prorated as of the Closing date. Seller shall be entitled to all rents attributable to any period prior to but not including the Closing ate, Seller shall retain all rights to collect past due rent (attributed to months prior to the month ff Closing) under the Leases and shall not receive a credit therefor at Closing. To the extent Purchaser receives any such past due rent, Purchaser shall remit such monies to Seller, however, any accrued and unpaid rent received by Purchaser (attributed to months prior to the month of Closing) shall be provided to Seller only after the applicable tenant has paid current all rent ‘accrued subsequent to Closing, All prepaid rent and security deposits under the Leases, to the extent not applied pursuant to the terms of any of the Leases, shall be either transferred ot credited to Purchaser at Closing. (©) The Purchaser and the Seller recognize that the tenants atthe time of the Closing may have paid common area charges, insurance and/or real estate taxes (“CAM”) for the calendar year 2015 though the Closing date, based on estimates prepared by the Seller. ‘The 8 (Mia ress0233904Seller shall complete a report of the expenses for the Property and prepare a statement for the hosing which compares the estimated versus the actual expenses paid by the tenants. Soci ‘statement shall cover the period for calendar year 2015 through the Closing date. To the extent ‘hat its easonably estimated that a tenant overpaid such CAM, such amount shall be paid to the pe heserat the Closing, The Seller shall submit tothe Purchaser such documentation as may be reasonably required in order to substantiate the analysis contained in such report. (@ Seller acknowledges and agrees that Seller is responsible for the payment of at Sales Tax Liabilities (as defined below). Seles Tax Liabilities means any and all sales taxes with pect tothe Property and/or the Leases accruing for peviods prior to Closing, together with any tment, penalties, legal fees and other cost as may be assessed by the State of Florida Department of Revere with respect to sales taxes conceming the Property and/or Leas. It vet be a condition to Buyer's obligation to close the transaction contemplated under this ‘Agreetment that Seller provide to Buyer a sales tax clearance leter or certificate of compliance from the State of Florida prior to the Closing, “The provisions of this paragraph 11 shall survive the Closing. 12. Closing Costs. ‘The parties shall bear the following costs: (@ The Seller shall be sesponsible for payment of the following: () the eost of the preparation of the Commitment or delivery of Seller's prior owner's title Insurance policy, (ii) the cost of any documents necessary to cure title to the Property, i) the recording fees for the Deed (as hereinafter defined), and (iv) the documentary stamp taxes and Miami-Dade County surtax on the Deed. (&) The Purchaser shall be responsible for payment ofthe following: () any and alt costs and expenses of inspections and feasibility studies and reports incident to Purchaset’s inspections, (ii) the cost of the Survey obtained by Purchaser, and (ii) the premium for the owner’s title insurance policy to be issued from the Commitment. (©) Bach pauty shall pay its own legal fees and costs 13, Closing, Subject to other provisions of this Agreement for extension, the Closing shall be held on of before the date that is sixty (60) days following the expiration of the Inspection Period (the “Closing”. The Closing shall take place through a so-alled “Mail ‘Avray” closing, it being understood that nether Seller nor Purchaser nor their respective counsel ‘need be physically present at Closing so long as all documents that are required to be delivered at Closing are fully executed, delivered in escrow to the Escrow Agent and available onthe date of the Closing, and an authorized signatory of the affected party is available either in person ot by telephone and facsimile at Closing. ‘At Closing, Seller shall execute and deliver to Purchaser the following closing documents: wn 1049028894@ Gi) Gi) (iv) ©) (wi) wii) (viii) (ey) & (xi) (wii) xi) (xiv) ‘A good and sufficient Special Warranty Deed (the “Deed”), in recordable form, An appropriate mechanie’s lien affidavit sufficient in form and content. ‘An affidavit of exclusive possession, subject only to the rights of the ‘tenants under the Leases. A non-foreign affidavit. ‘An appropriate bill of sale forall Personal Property ineluded. Appropriate evidence of Seller's authority to sell and convey the Property as may be reasonably required by Purchaser. ‘An appropriate “gap” affidavit, to delete the gap title exception. ‘An appropriate assignment of all of Seller's rights as landlord in and to the Leases (including, without limitation, any rights to security deposits), ‘An appropriate assignment of any Contracts. ‘An appropriate general assignment of all general intangible rights included in the Property. ‘An updated and current rent roll certified by Seller to be true, comect and complete, Seller shall provide an updated list of monthly parking agreements. A Notice to Tenants advising the tenants under the Leases of the sale of the Property to Purchaser. At Purchaser's election, an assignment of each and every one of the tights, benefits, and privileges of the “Developer” (but not the obligations) as created by, and set forth in that certain Declaration of Oak Avenue Parking Plaza Condominium (the “Condominium”) ‘The resignation of the existing officers and directors of the Condominium association. ‘At Closing, Seller and Purchaser shall also each execute counterpart closing statements and such other documents as are reasonably necessary to consummate this transaction, 14, Escrow Agent, The Escrow Agent shall not be liable for any actions taken in ‘good faith, but only for its gross negligence or willful misconduct, ‘The Purchaser hereby jindemnifies and holds the Escrow Agent harmless from and against any loss, lity, claim or damage whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels) the Escrow Agent may incur or be exposed to in its capacity as escrow agent hereunder ua seasozs3a44 10except for gross negligence ot willful misconduct. If there be any dispute as to disposition of any proceeds held by the Escrow Agent pursuant to the terms of this Agreement, the Escrow ‘Age is hereby authorized to interplead said amount or the entire proceeds with any court of competent jurisdiction and thereby be released fiom all obligations hereunder. | The parties ‘ecognize that the Bscrow Agent is law firm representing Purchaser, and hereby agree that suc nw firm may continue to represent Purchaser in any litigation pursuant to this Agreement. The Escrow Agent shall not be liable for any failure of the depository. Notwithstanding anything herein to the contrary, Seller and Purchaser hereby authorize and direct Escrow Agent to promplly retum the intial Purchase Price Deposit to Purchaser in the event that Puschalet vrnnipates this Agreement during the Inspection Period, and Seller hereby agrees that Seller shall rot, and may not, object to the return of the Initial Purchase Price Deposit to Purchaser in the event that Purchaser terminates this Agreement duving the Inspection Period. 15, Notices, All notices, demands, requests and other communications hereunder will be in writing and will be deemed to lave been given (i) on the same business day if detivered personelly, (i) three 3) business days following mailing by registered or certified mail, return receipt requested, postage pre-paid, (i) on the date transmitted if sent by facsimile ‘vith printed confirmation of transmittal, (iv) on the date sent if sent via email/pd, or (x) on the Following business day if delivered by Federal Express or other similar reputable national ‘overnight delivery service, to either party at its address set forth below: Seller ‘The Department of Off-Street Parking Email: _ copy to: Email: Purchaser: ‘Terra World Investments, LLC 2665 South Bayshore Drive Suite 1020 Miami, FL 33133 Attn: David Martin ‘Email: émartin@terragroup.com copy to: Ricardo L. Fraga, Esq. Greenberg ‘Traurig, PA. 333 Avenue of the Americas ‘Miami, Florida 33131 Email: fragar@gtlaw.com ry in 10430083004Escrow Agent: Ricardo L, Fraga, Esq. Greenberg Traurig, P.A. 333 Avenue of the Americas Miami, Florida 33131 Email: fragar@gtlaw.com 16. Brokers. The parties each represent and warrant to the other that there are no real estate brokers, salesmen or finders involved in this transaction. If @ claim for brokerage in omnection with the transaction is made by aay broker, salesman or finder, claiming to have dealt through or on behalf of one of the parties hereto Purchaser shall indemnify, defend and hold hanmless the other party hereunder (“Indemnitee”), and Indemnitee’s officers, directors, agents and representatives, from all liabilities, damages, claims, costs, fees and expenses whatsoever ((noluding reasonable atfomey’s fees and court costs at trial and all appellate levels) with respect to said claim for brokerage. The provisions of this paragraph shall survive Closing and any cancellation or termination of this Agreement. 17. Risk of Loss/Condemuation. In the event that the Realty or any portion thereof js taken by eminent domain prior to Closing, Purchaser shall have the option of either: (i) canceling this Agreement and receiving a refund of the Deposit and all interest eared thereon, ‘whereupon both parties shall be relieved of all further obligations under this Agreement; or (Hi) proceed with Closing without reduction of the Purchase Price, and Purchaser shall be entitled to fil condemnation awards and settlements, if any, with respect to the Property. In the event that the Improvements are damaged or destroyed by fire or other casualty prior to Closing, then Purchaser shall have the option of either: () canceling this Agreement and receiving a refund of the Deposit and all interest earned thereon, whereupon both parties shall be released from all further obligations under this Agreement, or (ii) proceeding with Closing without reduction in the Purchase Price, in which case Purchaser shall be entitled to all insurance proceeds with respect to the Property, if any, resulting from such casualty and the amount of any deductible shall be credited against the Purchese Price. 18. Miscellaneous. (a) This Agreement shall be construed and governed in accordance with the laws of the State of Florida, Venue shall be in Miami-Dade County, Florida. (&) Im the event any ferm or provision of this Agreement be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such ‘authority determines, and the remainder of this Agreement shall be construed to ‘be in full forve and effect. (© This Agreement may be assigned by Purchaser to an entity owned or controlled ‘by Purchaser or its principals without the consent of Seller, (@ __ Inthe event of any litigation between the parties under this Agreement, each party will be responsible their own attomey’s fees and court costs 12 ma 19430233904© © @) ® @ oO © ia s0400033804 ‘Should Purchaser's insurance company temporarily suspend the issuance of Insurance due to weather conditions, then, the date of Closing shall be extended until the fifth business day following the date on which the issuance of such insurance becomes available after the passing of such weather conditions, ‘The tem “Effective Date”, as used herein, shall mean the latter of the date on Which this Agreement is executed by Seller or Purchaser, as indicated by their Signatures or initials, which latter date shall be the date of final execution and agreement by the parties hereto. Except as otherwise expressly set forth herein, time periods shall be calculated using calendar days, In the event that any time petiod herein shall end on a Saturday, Sunday or legal holiday, then such time period shall be automatically ‘extended to the end of the next day ‘which is not a Saturday, Sunday, or legal holiday. Radon Gas. RADON IS A 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 UNIT. {NOTE: THIS PARAGRAPIE IS PROVIDED FOR INFORMATIONAL PURPOSES PURSUANT TO ‘SECTION 404,056(5), FLORIDA STATUTES, (2014),] ‘This Agreement constitutes the entize agreement between the parties and there are no other agreements, representations or warranties other than as set forth herein. ‘This Agreement may not be changed, altered or modified exeept by an instrument in writing signed by the party against whom enforcement of such change would bbe sought, This Agreement shall be binding upon the parties hereto and their respective successors and assigns. ‘This Agreement may be executed in several counterparts or in counterpart signature pages, and all so executed shall constitute one Agrecmen!, notwithstanding that all of the undersigned are not signatories to the original or the same counterpart or counterpart signature page. A facsimile or pdf of & signature to the Agreement shall be deemed and treated for all purposes of ‘execution to be as valid as an original signature thereto. In that event that Seller or Purchaser elects, in their sole discretion, to treat the sale ot purchase of the Property as part of a “1031 Tike-kind exchange” (the ‘Lxchange”), each party agrees to reasonably cooperate with the other party in ceffectuating the Exchange, provided: (i) the Exchange is effectusted without any additional cost to the cooperating party whatsoever, (ii) the Exchange does not 13cause a delay in the Closing, and (i) the cooperating party is mot required to purchase, or take ttle to, any adltional property to effectuate same. [signature page to purchase and sale agreement on following page] 4 sa toasoasa304[signature page to purchase and sale agreement} EXECUTED as of the date first above written in several counterparts, each of which shall be deemed an original, but all constituting only one agreement a 1093023894 15 SELLER: ‘The Department of Off-Strect Parking of the City of Miami D/B/A Miami Parking Authority By: Print Name: Title: PURCHASER: TERRA WORLD INVESTMENTS, LLC, @ Florida limited liability company By: Print Name: ~ Title: -EXHIBIT “A” TO PURCHASE AND SALE AGREEMENT (Property Legal Description) Address: 2860 Oak Avenue, Miami, Florida 33133 Folio: 01-4121-243-0001 Legal Description: All of Oak Avenue Parking Plaza Condominium, according to the Declaration of Condominium thereof, as recorded in Official Records Book 21563, Page 2086, of the Public Records of Miami-Dade County, Florida, 16 IW r0430238004EXHIBIT “B” TO PURCHASE AND SALE AGREEMENT (Leases) WW na veas0osa3v4EXHIBIT “C” TO PURCHASE AND SALE AGREEMENT (Contracts) 18 a seas02s39v8EXHIBIT “D” TO PURCHASE AND SALE AGREEMENT ‘TENANT ESTOPPEL CERTIFICATE ‘THIS TENANT ESTOPPEL CERTIFICATE (this “Certificate”) is made and entered into as_ of ‘this day of 2015, by (“Tenant”), fo and for the benefit of > together with fits successors and assigns (collectively, “Purchaser”), Purchaser's lenders, and the current Landlord, RECITALS Rel, Tenant has entered into a Lease (the “Lease”) dated between The Department of Off-Street Parking of the City of Miami D/B/A Miami Parking Authority (“Landlord”), as landlord, and Tenant, as tenant, covering the premises described in the Lease (the “Leased Premises”). R-2, Landlord intends to transfer the property containing the Leased Premises to Purchaser and, upon such transfer, Purchaser will assume the rights and obligations as landlord under the Lease. Tenant hereby acknowledges the foregoing Recitals and, accordingly, hereby certifies and warrants to Purchaser that, as of the date hereof: 1, The Lease is in full force and effect, has not been modified and represents the entire agreement between Landlord and Tenant as to the Leased Premises. A true and complete copy of the Lease, including all amendments and exhibits thereto, is attached hereto as Exhibit A 2, The term of the Lease commenced on and expires on 3. Tenant has no remaining options to renew the term other than option(s) for - year(s each), which option(s) has/have not been exercised, 4, Tenant has accepted possession of the Leased Premises and is in full occupancy of the entirety of the Leased Premises. 5. Base rent under the Lease of § per month has been paid through the date of, ‘No rent has been paid more than one (1) month in advance. No security deposit or other advance rental has been paid under the Lease, other than: . 19 Mia veaa02220046. Tenant's share of: (i) real estate taxes is » Gi) insurance is, ; and (li) operating expenses is. 7, No notice of default under the Lease has been given to Landlord by Tenant; no notice of default has been received by Tenant from Landlord; and, to the best of Tenant's knowledge, information and belief, no condition exists which might give rise to a default by either Landlord or Tenant under the Lease. 8. To the best of Tenant's knowledge on this date, Tenant has no defenses, offsets or counterclaims against Landlord's enforcement of the Lease or Tenant’s payment of rent and other charges thereunder. 9. Landlord has satisfied all conditions under the Lease in the nature of inducements to Tenant's occupancy and all improvements required by the terms of the Lease have been satisfactorily completed. 10, Tenant has been paid in full all amounts required by the Lease to be paid to ‘Tenant at any time during the Lease term on account of ‘Tenants improvements or as otherwise required by the Lease, and there is no obligation on the part of Landlord to pay any such amount to Tenant which has not yet matured. 11, Tenant does not have a right of first refusal to purchase the Property, or any portion thereof, 12, As used herein, the terms “Tenant” and “Landlord” mean the persons named as such above, and their respective successors and assigns. 13, ‘Tenant acknowledges that Purchaser and Landlord are entering into the transactions described hereinabove, acting in reliance on the representations end undertakings set forth herein, and that such representations and undertakings are of a material nature IN WITNESS WHEREOF, Tenant has executed this Estoppel Certificate under seal or caused it to be executed under seal on its behalf by its duly authorized representatives, this, day of. +2015. ‘TENANT: 20 1a 18990258804