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HomeMy WebLinkAboutCRA-R-19-0047 Back upSelect Year: 2019 � Go The 2019 Florida Statutes Title XI Chapter 163 View Entire COUNTY ORGANIZATION AND INTERGOVERNMENTAL INTERGOVERNMENTAL Chapter RELATIONS PROGRAMS 163.380 Disposal of property in community redevelopment area. —The disposal of property in a community redevelopment area which is acquired by eminent domain is subject to the limitations set forth in s. 73.013. (1) Any county, municipality, or community redevelopment agency may sell, lease, dispose of, or otherwise transfer real property or any interest therein acquired by it for community redevelopment in a community redevelopment area to any private person, or may retain such property for public use, and may enter into contracts with respect thereto for residential, recreational, commercial, industrial, educational, or other uses, in accordance with the community redevelopment plan, subject to such covenants, conditions, and restrictions, including covenants running with the land, as it deems necessary or desirable to assist in preventing the development or spread of future slums or blighted areas or to otherwise carry out the purposes of this part. However, such sale, lease, other transfer, or retention, and any agreement relating thereto, may be made only after the approval of the community redevelopment plan by the governing body. The purchasers or lessees and their successors and assigns shall be obligated to devote such real property only to the uses specified in the community redevelopment plan and may be obligated to comply with such other requirements as the county, municipality, or community redevelopment agency may determine to be in the public interest, including the obligation to begin any improvements on such real property required by the community redevelopment plan within a reasonable time. (2) Such real property or interest shall be sold, leased, otherwise transferred, or retained at a value determined to be in the public interest for uses in accordance with the community redevelopment plan and in accordance with such reasonable disposal procedures as any county, municipality, or community redevelopment agency may prescribe. In determining the value of real property as being in the public interest for uses in accordance with the community redevelopment plan, the county, municipality, or community redevelopment agency shall take into account and give consideration to the long-term benefits to be achieved by the county, municipality, or community redevelopment agency resulting from incurring short-term losses or costs in the disposal of such real property; the uses provided in such plan; the restrictions upon, and the covenants, conditions, and obligations assumed by, the purchaser or lessee or by the county, municipality, or community redevelopment agency retaining the property; and the objectives of such plan for the prevention of the recurrence of slum or blighted areas. In the event the value of such real property being disposed of is for less than the fair value, such disposition shall require the approval of the governing body, which approval may only be given following a duly noticed public hearing. The county, municipality, or community redevelopment agency may provide in any instrument of conveyance to a private purchaser or lessee that such purchaser or lessee is without power to sell, lease, or otherwise transfer the real property without the prior written consent of the county, municipality, or community redevelopment agency until the purchaser or lessee has completed the construction of any or all improvements which he or she has obligated himself or herself to construct thereon. Real property acquired by the county, municipality, or community redevelopment agency which, in accordance with the provisions of the community redevelopment plan, is to be transferred shall be transferred as rapidly as feasible in the public interest, consistent with the carrying out of the provisions of the community redevelopment plan. Any contract for such transfer and the community redevelopment plan, or such part or parts of such contract or plan as the county, municipality, or community redevelopment agency may determine, may be recorded in the land records of the clerk of the circuit court in such manner as to afford actual or constructive notice thereof. (3)(a) Prior to disposition of any real property or interest therein in a community redevelopment area, any county, municipality, or community redevelopment agency shall give public notice of such disposition by publication in a newspaper having a general circulation in the community, at least 30 days prior to the execution of any contract to sell, lease, or otherwise transfer real property and, prior to the delivery of any instrument of conveyance with respect thereto under the provisions of this section, invite proposals from, and make all pertinent information available to, private redevelopers or any persons interested in undertaking to redevelop or rehabilitate a community redevelopment area or any part thereof. Such notice shall identify the area or portion thereof and shall state that proposals must be made by those interested within 30 days after the date of publication of the notice and that such further information as is available may be obtained at such office as is designated in the notice. The county, municipality, or community redevelopment agency shall consider all such redevelopment or rehabilitation proposals and the financial and legal ability of the persons making such proposals to carry them out; and the county, municipality, or community redevelopment agency may negotiate with any persons for proposals for the purchase, Lease, or other transfer of any real property acquired by it in the community redevelopment area. The county, municipality, or community redevelopment agency may accept such proposal as it deems to be in the public interest and in furtherance of the purposes of this part. Except in the case of a governing body acting as the agency, as provided in s. 163.357, a notification of intention to accept such proposal must be filed with the governing body not less than 30 days prior to any such acceptance. Thereafter, the county, municipality, or community redevelopment agency may execute such contract in accordance with the provisions of subsection (1) and deliver deeds, leases, and other instruments and take all steps necessary to effectuate such contract. (b) Any county, municipality, or community redevelopment agency that, pursuant to the provisions of this section, has disposed of a real property project with a land area in excess of 20 acres may acquire an expanded area that is immediately adjacent to the original project and less than 35 percent of the land area of the original project, by purchase as provided in this chapter, and negotiate a disposition of such expanded area directly with the person who acquired the original project without complying with the disposition procedures established in paragraph (a), provided the county, municipality, or community redevelopment agency adopts a resolution making the following findings: 1. It is in the public interest to expand such real property project to an immediately adjacent area. 2. The expanded area is less than 35 percent of the land area of the original project. 3. The expanded area is entirely within the boundary of the community redevelopment area. (4) Any county, municipality, or community redevelopment agency may temporarily operate and maintain real property acquired by it in a community redevelopment area for or in connection with a community redevelopment plan pending the disposition of the property as authorized in this part, without regard to the provisions of subsection (1), for such uses and purposes as may be deemed desirable, even though not in conformity with the community redevelopment plan. (5) If any conflict exists between the provisions of this section and s. 159.61, the provisions of this section govern and supersede those of s. 159.61. (6) Notwithstanding any provision of this section, if a community redevelopment area is established by the governing body for the redevelopment of property located on a closed military base within the governing body's boundaries, the procedures for disposition of real property within that community redevelopment area shall be prescribed by the governing body, and compliance with the other provisions of this section shall not be required prior to the disposal of real property. History.—s. 11, ch. 69-305; s. 9, ch. 77-391; s. 13, ch. 84-356; s. 1, ch. 92-162; s. 906, ch. 95-147; s. 1, ch. 96-254; s. 9, ch. 98-314; s. 12, ch. 2006-11. Copyright © 1995-2019 The Florida Legislature • Privacy Statement • Contact Us KEON HARDEMON Board Chair PUBLIC NOTICE RFP 19-02 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY CORNELIUS SHIVER Executive Director REQUEST FOR PROPOSALS FOR THE DISPOSITION OF REAL PROPERTY WITHIN THE HISTORIC OVERTOWN CULTURE AND ENTERTAINMENT DISTRICT The Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), pursuant to Florida Statute 163.380, is declaring its intent to dispose of its interest in 13 vacant parcels of property owned by the SEOPW CRA and identified in Exhibit "A" of the Request for Proposals ("RFP"). The 13 parcels are located within the Study Area of the Historic Overtown Culture and Entertainment District Master Plan, as depicted in Exhibit `B" of the RFP. The SEOPW CRA may sell, lease, or otherwise transfer the 13 parcels for uses in accordance with the 2018 SEOPW CRA Redevelopment Plan Update ("Redevelopment Plan"). As such, the SEOPW CRA is inviting proposals from private developers or any persons interested in undertaking the development of the aforementioned parcels in accordance with the Redevelopment Plan and the Historic Overtown Culture and Entertainment District Master Plan ("Master Plan"). The Redevelopment Plan and the Master Plan may be obtained from the SEOPW CRA office, 819 NW 2nd Ave, 3rd Floor, Miami, Florida 33136, or from the SEOPW CRA webpage: http://www.miamicra.com/seopwcrq pages/default.html. RFP documents maybe obtained on or after Tuesday, July 30, 2019, from the SEOPW CRA office, 819 NW 2nd Ave, 3rd Floor, Miami, Florida 33136, or from the SEOPW CRA webpage: http://www.miamicra.com/seopwcrg/pages/procurement.html. Completed Responses must be delivered to the City of Miami - City Clerk's Office, 3500 Pan American Drive, Miami, Florida 33133 no later than Thursday, August 29, 2019 at 11:00am. Any Responses received after the above date and time or delivered to a different address or location will not be considered. The SEOPW CRA reserves the right to accept any Responses deemed to be in the best interest of the SEOPW CRA, to waive any minor irregularities, omissions, and/or technicalities in any Responses, or to reject any or all Responses and to re -advertise for new Responses as deemed necessary by the SEOPW CRA without notice. For more information please contact the SEOPW CRA office at (305) 679-6800. KEON I-IARDEMON Board Glair SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (:X)RNC;LIUS SEUVrR. Executive Director NOTICE OF SELECTION COMMITTEE MEETING TO EVALUATE AND RANK RESPONSES TO RFP 19-02 PLEASE ALL TAKE NOTICE that a meeting of the selection committee formed to evaluate and rant{ responses to RFP 19-02 will be held on Thursday, September 26, 2019 at 12:00 p.m. at the office of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA"), 819 NW 2nd Avenue, 3rd Floor Conference Room, Miami, Florida 33136. The purpose of this meeting is for the selection committee to evaluate and rank responses to RFP 19-02, RFP 19-02 invited proposals from any and all persons interested in undertaking the disposition and development of 14 CRA-owned, vacant parcels of land, All interested persons are welcome to attend, but will not be allowed to participate in the evaluation and ranking process. For more information please contact the CRA office at (305) 679-6800, SOV.r.IIEASI' OVL,'RI'OWN/PARR WEST COMMuNrrY RBDEVE1 OFMEWI AGENCYOF THE CrrY OF MIAMI 819 NW 2id Ave,, 3''1 floor I Miami, FL 331.36 "ref (305) 679-68001 Fax (305) 679-6835 1 http://www.miamigra,com/seopwcra K I ON HAR[:. EMON Board Chair Date: October 7, 2019 To: City of Miami Commissioners in its capacity as Governing Board of the Southeast Overtown/Park West Community Redevelopment Agency CORNS R.JS SHIVER Executive Director Todd Hannon City Clerk 3500 Pan American Drive Miami, Florida 33133 NOTICE OF INTENTION TO EXECUTE AN AGREEMENT FOR THE DISPOSITION OF REAL PROPERTY LOCATED IN THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AREA Pursuant to Fla. Stat. 163.380, please be advised that the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") hereby files this Notice of Intention to execute an agreement with Overtown Associates, LLC for the disposition and development of fourteen (14) parcels of land owned by the SEOPW CRA. On July 30, 2019, the SEOPW CRA issued Request for Proposals ("RFP") 19-02 for the disposition and development of vacant real property owned by the SEOPW CRA and located within the Historic Overtown Culture and Entertainment District. On September 16, 2019, the CRA received three (3) responses to the RF.P. On September 26, 2019, a publicly noticed selection committee meeting was held where the selection committee ranked the proposals and selected Overtown Associates, LLC as the top -ranked firm. Pursuant to Fla. Stat. 163.380(3)(a), not less than thirty (30) days from this notification, the SEOPW CRA intends to execute a development agreement with Overtown Associates, LLC for the disposition of the fourteen (14) properties, after which time, said agreement will be presented at the upcoming SEOPW CRA board meeting. Cornelius Shiver I Executive Director SEOPW Community Redevelopment Agency 819 NW 2" d Ave., 3'd floor, Miami, FL 33136 Phone: (305) 679-6800 1 Fax: (305) 679-6835 SOU 1 [],EAS [' (:)VE.'R'1'()WN/PAItli. WliiS'I' C:OMMt.INIl'Y REDEVEL.OPNIEN'r AGENCY O THE C YIN OF MIAMI 819 NW 2" " Ave., 3" Moor I .Miami. FL.: 33136 Tel (305)) 679-6800 1 Fax (305)679-6835 1 httl)://www.iiiiaiii icr,,jcom/se nwcra REAL PROPERTY EXCHANGE AGREEMENT BY AND BETWEEN 216 NW 9TH STREET HOLDINGS, LLC, 155 NW LOTH STREET, LLC, LION 1034, LLC, LION 12TH & 3RD, LLC, and OVERTOWN ASSOCIATES, LLC AND SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY Dated December_, 2019 REAL PROPERTY EXCHANGE AGREEMENT THIS REAL PROPERTY EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of December the_, 2019 by and between 216 NW 9TH STREET HOLDINGS, LLC, a Florida limited liability company ("Holdings") 155 NW LOTH STREET, LLC, a Florida limited liability company ("IOTH Street"), , LION 1034, LLC, a Florida limited liability company ("1034") and LION 12TH & 3RD, LLC, a Florida limited liability company, and Overtown Associates, LLC, a Florida limited liability company ("Overtown Associates"); ("Lion'; together with Holdings, LOTH Street, NW 2ND, 1034, and Overtown Associates collectively, "Simkins") and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"). CRA and Simkins are sometimes referred to herein individually as a "Party", and collectively as the "Parties". RECITALS - A. Pursuant to Section 163.380 of the Florida Statutes, on July 30, 2019, the CRA Issued Request for Proposals 19-02 ("RFP") for the disposition and development of fourteen (14) parcels of land owned by the CRA. B. On September 16, 2019, the CRA received three (3) responses to the RFP and on September 26, 2019, the CRA held a publicly noticed selection committee meeting where the committee ranked the proposals and selected Overtown Associates as the top -ranked firm. C. This Agreement conveys the fourteen (14) parcels of land owned by the CRA to Overtown Associates in exchange for four (4) parcels of land owned by Overtown Associates to be conveyed to the CRA along with a one-time cash payment of $2,591,000.00. D. This Agreement is in furtherance of, and in accordance with, the 2018 Southeast Overtown/Park West Community Redevelopment Plan Update (the "Redevelopment Plan") and the Historic Overtown Culture and Entertainment District Master Plan (the "Master Plan"). E. The CRA board has accepted and adopted the Master Plan, dated May 30, 2019, prepared by Perkins + Will to facilitate the redevelopment of a portion of the redevelopment area, the CRA (the "Redevelopment Area"). F. Holdings is the owner of fee simple title to the real property located at 216 NW 9th Street described on Exhibit "A- I" attached hereto and made a part hereof (the "Holdings"). G. Lion is the owner of fee simple title to the real properties located at 234 NW 12th Street, and 242 NW 12th Street described on Exhibit "A-2" attached hereto and made a part hereof (the "Lion Land"). H. 1 OTH Street is the owner of fee simple title to the real property located at155 NW 1 Oth Street described on Exhibit "A- 3" attached hereto and made a part hereof (the "LOTH Street Land"). I. Overtown Associates is the owner fee simple title to real property located proximate to the CRA Land within the Redevelopment Area (as both terms are hereinafter defined) and the intended recipient of the fee simple title to the CRA Land contemplated to be exchanged with Simkins pursuant to this Agreement. J. The CRA is the owner of fee simple title to the 14 real properties described on Exhibit "B" attached hereto and made a part hereof (the "CRA Land"). 2 #67597082 d7 K. The CRA board has accepted and adopted the Master Plan, dated May 30, 2019, prepared by Perkins + Will to facilitate the redevelopment of a portion of the redevelopment area, the CRA (the "Redevelopment Area"). L. Based upon an evaluation of all proposals submitted in response to the RFP appointed by the executive director of the CRA (the "Executive Director") the proposal of Overtown Associates was the highest ranked proposal and pursuant to Resolution CRA-R-19-_the Board of Commissioners of the CRA (the "CRA Board") authorized the Executive Director to negotiate a property exchange agreement between the CRA and Simkins with respect to the CRA Land and the Simkins Land. M. Based upon subsequent negotiations between the Executive Director and Simkins and following its compliance with all of the notice requirements set forth in s. 163.380, Fla. Stat., the Executive Director presented this Agreement to the CRA Board for consideration and pursuant to CRA Resolution CRA-R-19- the CRA Board authorized the CRA to enter into this Agreement. N. The CRA desires to exchange the CRA Property for the Simkins Property subject to the terms and provisions of this Agreement, including that the Simkins Project is developed substantially in accordance with Exhibit "U". NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Recitals Incor on rated. The Recitals to this Agreement are true and correct and are incorporated herein by reference. 2. Exchange Agreement: Realty. (a) In accordance with and subject to the terms and conditions set forth herein, Simkins agrees to convey, at Closing, to CRA all of Simkins' right, title and interest in and to the following (collectively, the "Simkins Property"), as identified in Exhibits "A-1", "A-2", "A-3", and "A-4". (1) Fee Simple title to the Simkins Land; (ii) Any and all easements, privileges, riparian and other water rights, and all appurtenances pertaining to or accruing to the benefit of the Simkins Land and the Simkins Improvements (as hereinafter defined); (iii) Any and all buildings, structures, fixtures, facilities, installations and all other improvements of every kind and description in, on, over and under the Simkins Land, including, but not limited to, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, parking lots and facilities, landscaping, sidewalks, signs, light fixtures and security devices (collectively, the "Simkins Improvements"); (iv) Any and all furniture, inventory, equipment, machinery, appliances and other items of tangible and intangible personal property, if any, affixed or attached to or used in connection with the ownership, operation, maintenance or management of the Simkins Land and/or the Simkins Improvements thereon (collectively, the "Simkins Personal Property"); (v) Any and all lease agreements affecting the Simkins Land and/or the Simkins Improvements (collectively, the "Simkins Leases"), together with all guaranties and security deposits delivered and/or paid under the Simkins Leases; #67597082 d7 (vi) Subject to Section 9.5 below, any and all service, supply, security, maintenance, advertising and other agreements related to the ownership, operation, or maintenance of the Simkins Land and/or the Simkins Improvements (collectively, the "Simkins Service Contracts"); (vii) Any and all approvals, development rights, development agreements, permits, licenses, zoning and permit applications and approvals, variances, applications, authorizations, plans, drawings, specifications, surveys, reports, warranties, guarantees and any and all other general intangible rights relating to the Simkins Land and/or the Simkins Improvements (collectively, the "Simkins Intangible Property"); and (viii) All words, phrases, symbols, designs, goodwill, names and trade names, trademarks, service marks, logos, domain names, web sites, phone numbers, post office boxes and other similar proprietary rights (and all registrations or applications for registration of such rights and all licenses and license agreements related to such rights) used by Simkins in connection with the ownership, operation, maintenance and management of the Simkins Land and/or the Simkins Improvements (collectively, the "Simkins Intellectual Property"). (b) In accordance with and subject to the terms and conditions set forth herein, CRA agrees to convey, at Closing, to Overtown Associates all of the CRA's right, title and interest, if any, in and to the following (collectively, the "CRA Property") as identified in Exhibit "B". (1) Fee simple title to the CRA Land; (ii) Any and all easements, privileges, riparian and other water rights, and all appurtenances pertaining to or accruing to the benefit of the CRA Land; and the CRA Improvements (as hereinafter defined); (iii) Any and all buildings, structures, fixtures, facilities, installations and all other improvements of every kind and description in, on, over and under the CRA Land, if any, including, but not limited to, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utility systems, parking lots and facilities, landscaping, sidewalks, signs, light fixtures and security devices (collectively, the "CRA Improvements"); (iv) Any and all furniture, inventory, equipment, machinery, appliances and other items of tangible and intangible personal property, if any, affixed or attached to or used in connection with the ownership, operation, maintenance or management of the CRA Land and/or the CRA Improvements, if any, (collectively, the "CRA Personal Property"); (v) Any and all lease agreements affecting the CRA Land and/or the CRA Improvements, if any, (collectively, the "CRA Leases"), together with all guaranties and security deposits delivered and/or paid under CRA Leases; (vi) Subject to Section 11.5 below, any and all service, supply, security, maintenance, advertising and other agreements related to the ownership, operation, maintenance or management of the CRA Land and/or the CRA Improvements (collectively, the "CRA Service Contracts"); (vii) Any and all approvals, development rights, development agreements, permits, licenses, zoning and permit applications and approvals, variances, applications, authorizations, plans, drawings, specifications, surveys, reports, warranties, guarantees and any and all other general intangible rights relating to the CRA Land and/or the CRA Improvements, if any, (collectively, the "CRA Intangible Property"); and 4 #67597082 d7 (a) Based upon appraisals received by the CRA, the Parties estimate the value of the CRA Property to be Five Million One Hundred Ninety Thousand and No/100 Dollars ($5.190.000.00) (the "CRA Propelly Value"). (b) Based upon appraisals received by the CRA, the Parties estimate the value of the Simkins Property to be Two Million Five Hundred Ninety -Nine Thousand and No/100 Dollars ($2.599.000.00) (the "Simkins Property Value"). (c) The Parties agree that the property value of each parcel comprising the CRA Property Value is set forth on Exhibit "C" attached hereto and the property value of each parcel comprising the Simkins Property Value is set forth on Exhibit "D" attached hereto. Upon the closing of this transaction Simkins shall pay to the CRA Two Million Five Hundred Ninety -One Thousand and No/100 Dollars ($2.591.000.00) (the "Exchange Purchase Price"), representing the amount by which the CRA Property Value exceeds the Simkins Property Value, which Exchange Purchase Price shall be paid in immediately available funds, at Closing, subject to adjustments and prorations as hereinafter provided. 4. Due Diligence Period: Inspections. 4.1 Inspections. Simkins shall have until 5 p.m. on the thirtieth (30th) day after the Effective Date, as hereinafter defined, (the "Due Diligence Period") to perform, at the Simkins' sole cost and expense, such investigations inspections and evaluations of the CRA Property as Simkins, in Simkins' sole and absolute discretion deems appropriate, including, without limitation, soil tests, zoning investigations, development capacity confirmation of utility availability and environmental assessments (collectively the "Inspections") to determine whether the CRA Property is acceptable to Simkins, in its sole discretion. Prior to performing any on -site Inspections, Simkins shall provide at least one (1) business day's prior written notice to the Executive Director of the CRA (the "Executive Director") (which may be delivered by email) at 819 NW Second Avenue, Third Floor, Miami, Florida 33136, email: cshiver@miamigov.com (or such other CRA representatives as designated by the Executive Director), which written notice shall provide reasonable detail regarding the type and scope of hispection(s) to be performed and the scheduled date and time for such hispection(s) and provide the Executive Director the opportunity to have a representative from the CRA present at any such hispection(s). 4.2 Restoration. Following any such Inspections, Simkins shall promptly restore the CRA Property to the condition existing immediately prior to such Inspections. The Inspections shall be conducted in accordance with all applicable laws and by insured professionals, and Simkins shall cause its inspectors to obtain, at Simkins' sole cost and expense, any and all licenses and permits required to conduct the Inspections, as applicable. 4.3 Disclosure. Simkins agrees that in the event the need arises to notify, under applicable laws, any federal, state or local public agencies of any conditions at the CRA Property as a result of the Inspections performed by Simkins, its agents, employees, contractors and/or representatives, Simkins shall provide the Executive Director with copies of any pertinent reports, written material or other evidence of the condition requiring such disclosure, if any. Any required disclosures shall be made directly by the CRA, and not Simkins, to any such public agencies, unless Simkins is required to make such disclosures by applicable law, and the CRA fails to timely make such disclosures. 4.4 Indemnification. Simkins shall assume all risks associated with the Inspections and agrees to indemnify, defend and hold harmless the CRA of, from and against any and all costs, losses, claims, damages, liabilities, expenses and other obligations (including, without limitation reasonable attorney's fees and court costs) arising from, out of or in connection with or otherwise relating to the Inspections, including, without limitation, the entry by any one or more of the Simkins' agents, employees, contractors and other representatives in or upon the CRA Property for the purpose of the Inspections, 5 #67597082 d7 provided, however, that Simkins' indemnification and hold harmless obligations under this Section 4.4 shall not apply to the mere discovery of a pre-existing environmental or physical condition of the CRA Property except to (a) the extent of any negligent or willful exacerbation caused by Simkins (or its agents, employees, contractors and other representatives), or (b) any gross negligence or willful misconduct of the CRA. The foregoing indemnification obligations of Simkins shall survive the termination of this Agreement. 4.5 insurance. Simkins shall, prior to entering the CRA Property and performing any Inspections, provide to the CRA evidence of insurance by Simkins and its contractor(s), agent(s) or representative(s), as applicable, in a form reasonably acceptable to the CRA, insuring against any liability by any one or more of Simkins, its agents, employees, contractors or other representatives arising from, out of or in connection with or otherwise relating to the entry by any one or more of Simkins, its agents, employees, contractors or other representatives in or upon the CRA Property for the purpose of the Inspections. Simkins shall provide the CRA with a certificate of insurance from Simkins and its contractor(s), agent(s) or representative(s), as applicable, evidencing such insurance coverage, naming the CRA as an additional insured thereon and which insurance coverage shall be kept in force until the termination of this Agreement. 4.6 Acceptance of Prollertvy. If for any reason whatsoever Simkins, in its sole discretion, determines during the Due Diligence Period that it does not wish to proceed with the transaction contemplated by this Agreement, Simkins shall have the absolute right to terminate this Agreement by giving written notice of such termination to the CRA prior to the expiration of the Due Diligence Period. Upon the CRA's receipt of such notice prior to the end of the Due Diligence Period, this Agreement shall be deemed terminated and of no further force and effect and the parties shall be released and relieved from any liability or obligations hereunder, except for those obligations which expressly survive the termination of this Agreement. If Simkins does not terminate this Agreement prior to the expiration of the Due Diligence Period, then it shall be presumed conclusively that Simkins has had adequate opportunity to review and inspect all portions of the CRA Property, including, without limitation, the environmental condition of the CRA Property, and Simkins has determined that the condition of all portions of the CRA Property are satisfactory to Simkins and Simkins has accepted every portion of the CRA Property in its "AS IS, WHERE IS, WITH ALL FAULTS" condition. 4.7 NoNo�. Simkins shall not create or permit to be created any mechanic's liens upon the CRA Property, or any part thereof, as a result of the Inspections. If any lien shall at any time be filed against the CRA Property, or any part thereof in connection with the Inspections, Simkins shall cause same to be discharged or transferred to bond in accordance with applicable laws within thirty (30) days after Simkins first becomes aware that such lien has been recorded against the CRA Property. This provision shall survive the termination of this Agreement. 4.8 CRA Deliveries. Prior to the date of this Agreement, the CRA has provided to Simkins copies of all surveys, reports, data, information and environmental studies which the CRA has been able to locate with respect to the CRA Property, copies of the CRA Leases, and the CRA Service Contracts (collectively the "CRA Deliveries"). Any reliance upon the CRA Deliveries is at the sole risk of Simkins and except as provided in Section 10 of this Agreement the CRA makes no representations or warranties, express or implied, with respect to the accuracy or completeness of the CRA Deliveries, and any reliance upon same is at the sole risk of Simkins. 4.9 Disclaimer of Representations by CRA. Simkins hereby expressly acknowledges and agrees that, except as specifically provided in this Agreement: 4.9.1 The CRA makes and has made no warranty or representation whatsoever as to the condition or suitability of the CRA Property. 0 #67597082 d7 4.9.2 The CRA makes and has made no warranty, express or implied, with regard to the accuracy or completeness of any information furnished to Simkins, and the CRA shall not be bound by any statement of any broker, employee, agent or other representative of the CRA. 4.9.3 The CRA has made no representations, warranties or promises to Simkins not explicitly set forth in this Agreement. 4.9.4 The CRA has made no representations or warranties, express or implied, with regard to the neighborhood, that the Redevelopment Area will be developed, or as to the precise type or quality of improvements that will be constructed within the Redevelopment Area or the timing thereof. 4.9.5 The CRA makes and has made no representation or warranty, express or implied, concerning any portion of the CRA Property, its condition or other things or matters directly or indirectly relating thereto or hereto, including, without limitation, no warranty as to merchantability or fitness for any particular purpose or relating to the absence of latent or other defects. 4.10 Removal of Slum and Blight. Simkins specifically acknowledges that the transaction contemplated by this Agreement and the time frame for performance by Simkins under this Agreement is not contingent upon the redevelopment of the Redevelopment Area, the removal of slum or blight from the Redevelopment Area, the reduction of crime in the Redevelopment Area or the status of any other projects in the Redevelopment Area. 4.11 Conies of Reports. In the event that this Agreement is terminated Simkins shall provide the CRA with copies of any third -party reports prepared for Simkins regarding solely the physical condition of the CRA Property within ten (10) days of the termination of this Agreement. Any reliance by the CRA upon any other third -party reports prepared for Simkins and delivered to the CRA pursuant to this Section 4.11 is at the sole risk of the CRA. This provision shall survive termination of this Agreement. 4.12 "AS IS„ Simkins does hereby acknowledge, represent, warrant and agree, to and with CRA, that, (i) Simkins is acquiring the CRA Property in an "AS IS, WHERE IS, AND WITH ALL FAULTS" condition with respect to any facts, circumstances, conditions and defects of all kinds; (ii) CRA has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate Simkins for same; (iii) Simkins is and will be relying strictly and solely upon the advice and counsel of its own agents and representatives and such physical inspections, examinations and tests of the CRA Property as Simkins deems necessary or appropriate under the circumstances; (iv) Simkins has had and will have, pursuant to this Agreement, an adequate opportunity to make such legal, factual and other inquiries and investigations as the Simkins deems necessary, desirable or appropriate with respect to the CRA Property; (v) that except as set forth in Section 10 of this Agreement, the CRA is not making and has not made any warranty or representation, express or implied, with respect to the physical condition and other conditions of the CRA Property and the neighborhood as an inducement to Simkins to enter into this Agreement, or for any other purpose; and (vi) by reason of all of the foregoing, from and after the Closing Date, as hereinafter defined, Simkins shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the physical and other conditions of the CRA Property, regardless of whether the same is capable of being observed or ascertained. 4.13 Implied Warranties. THE CRA HAS NOT, DOES NOT AND WILL NOT, WITH RESPECT TO THE CRA PROPERTY, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION OR MERCHANTABILITY, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR OPERATING POTENTIAL OF THE CRA PROPERTY. 7 #67597082 d7 4.14 Release. Simkins hereby releases the CRA from any liability, claims, damages, penalties, costs, fees, charges, losses, causes of action, demands, expenses of any kind or nature or any other claim it has or may have against the CRA resulting from the presence, removal or other remediation of "Hazardous Materials" (as hereinafter defined) on or under the CRA Property or which has migrated from adjacent lands to the CRA Property. The term "Hazardous Materials" shall mean asbestos, any petroleum fuel and any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the state where the Property is located or the United States Government, including, but not limited to, any material or substance defined as a "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance," "hazardous material" or "toxic pollutant" under state law and/or under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. 4.15 The provisions of this Section 4 shall survive the termination of this Agreement and shall survive the closing and the delivery of the CRA Deed, as hereinafter defined. Due Diligence Period: Inspections by CRA. 5.1 Ins ions. The CRA shall have until the end of the Due Diligence Period to perform, at the CRA's sole cost and expense, such investigations inspections and evaluations of the Simkins Property as the CRA, in the CRA's sole and absolute discretion deems appropriate, including, without limitation, soil tests, zoning investigations, development capacity confirmation of utility availability and environmental assessments (collectively the "CRA Inspections") to determine whether the Simkins Property is acceptable to the CRA, in its sole discretion. Prior to performing any on -site CRA Inspections, the CRA shall provide at least one (1) business day's prior written notice to Simkins (which may be delivered by email) at mrsimkins@simkinsindustries.com (or such other Simkins representatives as designated by Simkins), which written notice shall provide reasonable detail regarding the type and scope of CRA Inspection(s) to be performed and the scheduled date and time for such CRA Inspection(s) and provide Simkins the opportunity to have a representative from Simkins present at any such CRA Inspection(s). 5.2 Restoration. Following any such CRA Inspections, the CRA shall promptly restore the Simkins Property to the condition existing immediately prior to such CRA Inspections. The CRA Inspections shall be conducted in accordance with all applicable laws and by insured professionals, and the CRA shall cause its inspectors to obtain, at the CRA's sole cost and expense, any and all licenses and permits required to conduct the CRA Inspections, as applicable. 5.3 Disclosure. The CRA agrees that in the event the need arises to notify, under applicable laws, any federal, state or local public agencies of any conditions at the Simkins Property as a result of the CRA Inspections performed by the CRA, its agents, employees, contractors and/or representatives, the CRA shall provide Simkins with copies of any pertinent reports, written material or other evidence of the condition requiring such disclosure, if any. Any required disclosures shall be made directly by Simkins, and not the CRA, to any such public agencies, unless the CRA is required to make such disclosures by applicable law, and Simkins fails to timely make such disclosures. 5.4 Insurance. The CRA shall, prior to entering Simkins Property and performing any CRA Inspections, provide to Simkins evidence of insurance by the CRA and its contractor(s), agent(s) or representative(s), as applicable, in a form reasonably acceptable to Simkins, insuring against any liability by any one or more of the CRA, its agents, employees, contractors or other representatives #67597082 d7 arising from, out of or in connection with or otherwise relating to the entry by any one or more of the CRA, its agents, employees, contractors or other representatives in or upon the Simkins Property for the purpose of the CRA Inspections. The CRA shall provide Simkins with a certificate of insurance from the CRA and its contractor(s), agent(s) or representative(s), as applicable, evidencing such insurance coverage, naming Simkins as an additional insured thereon and which insurance coverage shall be kept in force until the termination of this Agreement. 5.5 Acceptance of Progertvy. If for any reason whatsoever the CRA, in its sole discretion, determines during the Due Diligence Period that it does not wish to proceed with the transaction contemplated by this Agreement, the CRA shall have the absolute right to terminate this Agreement by giving written notice of such termination to Simkins prior to the expiration of the Due Diligence Period. Upon Simkins receipt of such notice prior to the end of the Due Diligence Period, this Agreement shall be deemed terminated and of no further force and effect and the parties shall be released and relieved from any liability or obligations hereunder, except for those obligations which expressly survive the termination of this Agreement. If the CRA does not terminate this Agreement prior to the expiration of the Due Diligence Period, then it shall be presumed conclusively that the CRA has had adequate opportunity to review and inspect all portions of the Simkins Property, including, without limitation, the environmental condition of the Simkins Property, and the CRA has determined that the condition of all portions of the Simkins Property are satisfactory to the CRA and the CRA has accepted every portion of the Simkins Property in its "AS IS, WHERE IS, WITH ALL FAULTS" condition. 5.6 NoNo�. The CRA shall not create or permit to be created any mechanic's liens upon the Simkins Property, or any part thereof, as a result of the CRA Inspections. If any lien shall at any time be filed against the Simkins Property, or any part thereof in connection with the CRA Inspections, the CRA shall cause same to be discharged or transferred to bond in accordance with applicable laws within thirty (30) days after the CRA first becomes aware that such lien has been recorded against the Simkins Property. This provision shall survive the termination of this Agreement. 5.7 Simkins Deliveries. Prior to the date of this Agreement, Simkins has provided to the CRA copies of all surveys, reports, data, information and environmental studies which Simkins has been able to locate with respect to the Simkins Property, copies of the Simkins Leases, and the Simkins Service Contracts (collectively the "Simkins Deliveries"). Any reliance upon the Simkins Deliveries is at the sole risk of the CRA and except as proved in Section 8 of this Agreement Simkins makes no representations or warranties, express or implied, with respect to the accuracy or completeness of the Simkins Deliveries, and any reliance upon same is at the sole risk of the CRA. 5.8 Disclaimer of Representations by Simkins. The CRA hereby expressly acknowledges and agrees that, except as specifically provided in this Agreement: 5.8.1 Simkins makes and has made no warranty or representation whatsoever as to the condition or suitability of the Simkins Property. 5.8.2 Simkins makes and has made no warranty, express or implied, with regard to the accuracy or completeness of any information furnished to the CRA, and Simkins shall not be bound by any statement of any broker, employee, agent or other representative of Simkins. 5.8.3 Simkins has made no representations, warranties or promises to the CRA not explicitly set forth in this Agreement. 0 #67597082 d7 5.8.4 Simkins makes and has made no representation or warranty, express or implied, concerning any portion of the Simkins Property, its condition or other things or matters directly or indirectly relating thereto or hereto, including, without limitation, no warranty as to merchantability or fitness for any particular purpose or relating to the absence of latent or other defects. 5.9 Conies of Reports. In the event that this Agreement is terminated the CRA shall provide Simkins with copies of any third party reports prepared for the CRA regarding solely the physical condition of the Simkins Property within ten (10) days of the termination of this Agreement. Any reliance by Simkins upon any other third party reports prepared for the CRA and delivered to Simkins pursuant to this Section 5.10 is at the sole risk of Simkins. This provision shall survive termination of this Agreement. 5.10 "AS IS„ The CRA does hereby acknowledge, represent, warrant and agree, to and with Simkins, that, (i) the CRA is acquiring the Simkins Property in an "AS IS, WHERE IS, AND WITH ALL FAULTS" condition with respect to any facts, circumstances, conditions and defects of all kinds; (ii) Simkins has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate the CRA for same; (iii) the CRA is and will be relying strictly and solely upon the advice and counsel of its own agents and representatives and such physical inspections, examinations and tests of Simkins Property as the CRA deems necessary or appropriate under the circumstances; (iv) the CRA has had and will have, pursuant to this Agreement, an adequate opportunity to make such legal, factual and other inquiries and investigations as the CRA deems necessary, desirable or appropriate with respect to the Simkins Property; (v) Except as set forth in Section 8 of this Agreement, Simkins is not making and has not made any warranty or representation, express or implied, with respect to the physical condition and other conditions of the Simkins Property and the neighborhood as an inducement to the CRA to enter into this Agreement, or for any other purpose; and (vi) by reason of all of the foregoing, from and after the Closing Date, as hereinafter defined, the CRA shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the physical and other conditions of the Simkins Property, regardless of whether the same is capable of being observed or ascertained. 5.11 Implied Warranties. SIMKINS HAS NOT, DOES NOT AND WILL NOT, WITH RESPECT TO THE SIMKINS PROPERTY, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION OR MERCHANTABILITY, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR OPERATING POTENTIAL OF THE SIMKINS PROPERTY. 5.12 Release. The CRA hereby releases Simkins from any liability, claims, damages, penalties, costs, fees, charges, losses, causes of action, demands, expenses of any kind or nature or any other claim it has or may have against Simkins resulting from the presence, removal or other remediation of Hazardous Materials on or under Simkins Property or which has migrated from adjacent lands to the Simkins Property or from the Simkins Property to adjacent lands. 5.13 The provisions of this Section 5 shall survive the termination of this Agreement and shall survive the closing and the delivery of the Simkins Deed, as hereinafter defined. 6.1 Simkins shall obtain a title insurance commitment (the "Simkins Commitment") and a survey (the "Simkins Survey") of the CRA Property, at Simkins' sole cost and expense. The Simkins Commitment and the Simkins Survey shall show the CRA to be vested in good and marketable fee 10 #67597082 d7 simple title to the CRA Land and CRA Improvements, subject only to the following (the "CRA Permitted Exceptions"): 6.1.1 Ad valorem real estate taxes and assessments for the year of closing and subsequent years. 6.1.2 All applicable laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use, environmental ordinances and regulations. 6.1.3 Any matters arising by, though, or under Simkins. 6.1.4 Those matters listed on Exhibit "E" attached hereto and made a part hereof. 6.2 Simkins shall promptly provide the CRA with a copy of the Simkins Commitment and the Simkins Survey upon the Simkins' receipt of same. The Simkins Survey shall be certified to Simkins and the CRA. If the Simkins Commitment and Simkins Survey reveal any particular condition of title other than the Permitted Exceptions, Simkins shall, no later than the expiration of the Due Diligence Period, notify the CRA in writing of the defect(s). If Simkins fails to give the CRA written notice of the defect(s) prior to the end of the Due Diligence Period, the defect(s) shown in the Simkins Commitment and the Simkins Survey shall be deemed to be waived as title objections and same shall be deemed to constitute CRA Permitted Exceptions for all purposes under this Agreement. If Simkins has given CRA written notice of defect(s) prior to the end of the Due Diligence Period other than the CRA Permitted Exceptions, the CRA shall elect within ten (10) days after receipt of written notice of the title defect(s) (the "CRA Response Period") whether the CRA will elect to attempt to cure the title defect(s). If the CRA does not elect to cure the title defect(s), or fails to provide notice prior to the expiration of the CRA Response Period, Simkins shall have the option, at its sole discretion and to be exercised within ten (10) days after Simkins receives written notice from the CRA that the CRA has elected not to cure the title defect(s) or within ten (10) days after the expiration of CRA Response Period, whichever is earlier, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a CRA Permitted Exception under this Agreement, (ii) terminating this Agreement with respect to those portions of the CRA Property subject to the defect(s); or (iii) terminating this Agreement by written notice to the CRA in which event the parties shall be released from all obligations under this Agreement except for those obligations which expressly survive termination. If the CRA elects to attempt to cure the title defect(s), the CRA shall have sixty (60) days from receipt of the written notice of defect(s) to use commercially reasonable efforts to cure same (the "CRA Cure Period"). If the CRA elects to cure the title defect(s), the CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the CRA Property in a liquidated amount. The CRA shall not be required to commence litigation to resolve any matters. In the event the CRA attempts to cure the title defects and the CRA is not able to cure the defect(s) prior to the end of the Cure Period, Simkins shall have the option, in its sole discretion and to be exercised within ten (10) days after the end of the CRA Cure Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a CRA Permitted Exception under this Agreement; provided, however, that if such uncured title defect(s) is the result of the failure of the CRA to discharge any lien(s), judgment(s), or other matters affecting title to the Property in a liquidated amount, then Simkins shall have the right, at the closing, to satisfy same out of the Exchange Purchase Price; (ii) terminating this Agreement with respect to any of the CRA Property which is subject to the defect(s); or (iii) terminating this Agreement by written notice to the CRA in which event the parties shall be released from all obligations under this Agreement except for those obligations which expressly survive termination. 11 #67597082 d7 6.3 hi the event of any new title defect(s) arising from and after the effective date of the Simkins Commitment and prior to the Closing Date which are not CRA Permitted Exceptions, the CRA shall use commercially reasonable efforts to cure such title defect(s) within thirty (30) days after being notified of such new defect by the Simkins and, in all events, at least five (5) business days prior to the Closing Date. The CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property, which are not CRA Permitted Exceptions, that are in a liquidated amount. The CRA shall not be required to bring any lawsuit(s) to cure any title defect(s) or expend any funds to cure any title defect(s) not in a liquidated amount. In the event that the CRA is unable to cure the title defect(s) within thirty (30) days after being notified of such new defect by Simkins; then Simkins shall have the option on or prior to the Closing Date of (i) waiving the title defect(s) and accepting title "as is" whereupon the title defect(s) will be deemed to constitute a CRA Permitted Exception under this Agreement; provided, however, that if such uncured title defect(s) are in a liquidated amount, then Simkins shall have the right, at the Closing, to satisfy same out of the Exchange Purchase Price; (ii) terminating this Agreement with respect to any of the CRA Property which is subject to the defect(s); or (iii) terminating this Agreement by written notice to the CRA in which event the parties shall be released from all obligations under this Agreement except for those obligations which expressly survive termination. Title and Survey regarding Simkins ProUerly. 7.1 The CRA shall obtain a title insurance commitment (the " CRA Commitment") and a survey (the "CRA Survey") of the Simkins Property, at the CRA's sole cost and expense. The CRA Commitment and the CRA Survey shall show Simkins to be vested in good and marketable fee simple title to the Simkins Land and Simkins Improvements, subject only to the following (the "Simkins Permitted Exceptions"): 7.1.1 Ad valorem real estate taxes and assessments for the year of closing and subsequent years. 7.1.2 All applicable laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use, environmental ordinances and regulations. 7.1.3 Any matters arising by, though, or under the CRA. 7.1.4 Those matters listed on Exhibit "E" attached hereto and made a part hereof. 7.2 The CRA shall promptly provide Simkins with a copy of the CRA Commitment and the CRA Survey upon the CRA' receipt of same. The CRA Survey shall be certified to the CRA and Simkins. If the CRA Commitment and CRA Survey reveal any particular condition of title other than the Simkins Permitted Exceptions, the CRA shall, no later than the expiration of the Due Diligence Period, notify Simkins in writing of the defect(s). If the CRA fails to give Simkins written notice of the defect(s) prior to the end of the Due Diligence Period, the defect(s) shown in the CRA Commitment and the CRA Survey shall be deemed to be waived as title objections and same shall be deemed to constitute Simkins Permitted Exceptions for all purposes under this Agreement. If the CRA has given Simkins written notice of defect(s) prior to the end of the Due Diligence Period other than Simkins Permitted Exceptions, Simkins shall elect within ten (10) days after receipt of written notice of the title defect(s) (the "Simkins Response Period") whether Simkins will elect to attempt to cure the title defect(s). If Simkins does not elect to cure the title defect(s), or fails to provide notice prior to the expiration of Simkins Response Period, the CRA shall have the option, at its sole discretion and to be exercised within ten (10) days after the CRA receives written notice from Simkins that Simkins has elected not to cure the title defect(s) or within ten (10) days after the expiration of Simkins Response 12 #67597082 d7 Period, whichever is earlier, of either (1) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a Simkins Permitted Exception under this Agreement; or (ii) terminating this Agreement with respect to those portions of the Simkins Property subject to the defect(s); or (iii) terminating this Agreement by written notice to Simkins in which event the parties shall be released from all obligations under this Agreement except for those obligations which expressly survive termination. If Simkins elects to attempt to cure the title defect(s), Simkins shall have sixty (60) days from receipt of the written notice of defect(s) to use commercially reasonable efforts to cure same (the "Simkins Cure Period"). If Simkins elects to cure the title defect(s), Simkins shall discharge any lien(s), Judgment(s) or other matters affecting title to the Simkins Property in a liquidated amount. Simkins shall not be required to commence litigation to resolve any matters. hi the event Simkins attempts to cure the title defects and Simkins is not able to cure the defect(s) prior to the end of the Simkins Cure Period, the CRA shall have the option, in its sole discretion and to be exercised within ten (10) days after the end of the Simkins Cure Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a Simkins Permitted Exception under this Agreement; or (ii) terminating this Agreement with respect to any of the Simkins Property which is subject to the defect(s); or (iii) terminating this Agreement by written notice to Simkins in which event the parties shall be released from all obligations under this Agreement except for those obligations which expressly survive termination. 7.3 hi the event of any new title defect(s) arising from and after the effective date of the CRA Commitment and prior to the Closing Date which are not Simkins Permitted Exceptions, Simkins shall use commercially reasonable efforts to cure such title defect(s) within thirty (30) days after being notified of such new defect by the CRA and, in all events, at least five (5) business days prior to the Closing Date. Simkins shall discharge any lien(s), judgment(s) or other matters affecting title to the Simkins Property, which are not Simkins Permitted Exceptions, that are in a liquidated amount. Simkins shall not be required to bring any lawsuit(s) to cure any title defect(s) or expend any funds to cure any title defect(s) not in a liquidated amount. In the event that Simkins is unable to cure the title defect(s) within thirty (30) days after being notified of such new defect by Simkins; then the CRA shall have the option on or prior to the Closing Date of: (i) waiving the title defect(s) and accepting title "as is" whereupon the title defect(s) will be deemed to constitute a Simkins Permitted Exception under this Agreement; or (ii) terminating this Agreement with respect to any of the Simkins Property which is subject to the defect(s); or (iii) terminating this Agreement by written notice to the Simkins in which event the parties shall be released from all obligations under this Agreement except for those obligations which expressly survive termination. 8. Representations and Warranties of Simkins. Simkins represents and warrants to the CRA that the following statements are true, correct and complete, as of the date hereof: 8.1 Holdings is duly formed, validly existing and in good standing under the laws of its state of Florida, and it has all requisite limited liability company right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 8.2 Lion is duly formed, validly existing and in good standing under the laws of its state of Florida, and it has all requisite limited liability company right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 8.3 The Simkins Property is free and clean of all leases, tenancies, or other occupancy Agreements, except as listed on Exhibit "G" attached hereto and made a part hereof (the "Simkins Leases"). True and correct copies of all of the Simkins Leases have been delivered to the CRA as part of the Simkins Deliveries. 13 #67597082 d7 8.4 Simkins has not received any written notice of any lawsuit, condemnation or eminent domain proceedings with respect to the Simkins Property. 8.5 Simkins is not a "foreign person" within the meaning of the Internal Revenue Code. 8.6 The execution, delivery and performance of this Agreement by Simkins has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this Agreement a valid and binding instrument enforceable in accordance with its terms which has not been obtained. 8.7 Holdings has not: (1) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Holding's creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Holdings' assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Holdings' assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally. 8.8 Lion has not: (1) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Lion's creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Lions' assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Lions' assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally. 8.9 There are no service contracts that affect the Simkins Property which will survive Closing. 8.10 Simkins is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States Treasury Department as a Specifically Designated National and Blocked person, or for or on behalf of any person, group, entity or nation designated as a person who commits, threatens to commit, or supports terrorism under Executive Order 13224 issued by the President of the United States, the USA PATRIOT Act, and all other legal requirements addressing or in any way relating to terrorist acts and acts of war (collectively, "Anti -Terrorism Laws"); and it is not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation. None of Simkins Property or interests is subject to being "blocked" under any Anti -Terrorism Laws, and neither Simkins nor any person or entity holding any direct or indirect interest in Simkins is in violation of any Anti -Terrorism Laws. 8.11 Any management agreements and/or leasing agreements with respect to the Simkins Property shall be terminated by Simkins on or before Closing. 9. Covenants of Simkins. From and after the date hereof, Simkins shall: 9.1 continue to manage and operate the Simkins Property in accordance with its current business practices and keep the Simkins Property in its current condition and repair, ordinary wear and tear, condemnation and damage by fire or other casualty excepted. 9.2 not directly or indirectly sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Simkins Property. 14 #67597082 d7 9.3 not impose or allow to be imposed any new lien, encumbrance or other matter affecting title to the Simkins Property or grant or allow to be granted any right in, on or to the Simkins Property without the prior written consent of the Executive Director. 9.4 not enter into any new lease or terminate, renew, extend, modify or amend any existing Simkins Lease without the prior written consent of the Executive Director. 9.5 not enter into any new Simkins Service Contract or renew or amend any existing Simkins Service Contract without the prior written consent of the Executive Director. To the extent the CRA delivers written notice prior to the expiration of the Due Diligence Period requiring Simkins to terminate any of the Simkins Service Contracts, Simkins shall, at its sole cost and expense, terminate such Simkins Service Contracts prior to or at Closing. 10. Representation and Warranties of CRA. The CRA represents and warrants to Simkins that the following statements are true, correct and complete, as of the date hereof. 10.1 The CRA is duly formed validly existing under the laws of its state of Florida, and it has all requisite power and authority to enter into this Agreement and to consummate the transaction contemplated hereby. 10.2 The CRA Property is free and clean of all leases, tenancies, or other occupancy Agreements, except as listed on Exhibit "H" attached hereto and made a part hereof (the "CRA Leases"). True and correct copies of all of the CRA Leases have been delivered to the Simkins as part of the CRA Deliveries. 10.3 The CRA has not received any written notice of any lawsuit, condemnation or eminent domain proceedings with respect to the CRA Property. 10.4 The CRA is not a "foreign person" within the meaning of the Internal Revenue Code. 10.5 The execution, delivery and performance of this Agreement by the CRA has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this Agreement a valid and binding instrument enforceable in accordance with its terms which has not been obtained. 10.6 The CRA has not: (1) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by the CRA's creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of the CRA assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of the CRA assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally. 10.7 There are no service contracts that affect the CRA Property which will survive Closing other than those service contracts described in Exhibit "I" attached hereto and made a part hereof (the "CRA Service Contracts"). All of the CRA Service Contracts, if any, have performed all of their obligations thereunder in all material respects, and are not in default thereunder in any material respect and all of the CRA Contracts can be terminated on thirty (30) days written notice without premium or penalty. True and correct copies of all of the CRA Service Contracts have been delivered to Simkins as part of the CRA Deliveries. 15 #67597082 d7 10.8 The CRA is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States Treasury Department as a Specifically Designated National and Blocked person, or for or on behalf of any person, group, entity or nation designated as a person who commits, threatens to commit, or supports terrorism under Executive Order 13224 issues by the President of the United States, the USA PATRIOT Act, and all other legal requirements addressing or in any way relating to terrorist acts and acts of war (collectively, "Anti -Terrorism Laws"); and it is not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation. None of the CRA Property or interests is subject to being "blocked" under any Anti -Terrorism Laws, and neither the CRA nor any person or entity holding any direct or indirect interest in the CRA is in violation of any Anti -Terrorism Laws. 10.9 Any management agreements and/or leasing agreements with respect to the CRA Property shall be terminated by the CRA on or before Closing. 11. Covenants of the CRA. From and after the date hereof, the CRA shall: 11.1 continue to manage and operate the CRA Property in accordance with its current business practices and keep the CRA Property in its current condition and repair, ordinary wear and tear, condemnation and damage by fire or other casualty excepted. 11.2 not directly or indirectly sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the CRA Property. 11.3 not impose or allow to be imposed any new lien, encumbrance or other matter affecting title to the CRA Property or grant or allow to be granted any right in, on or to the CRA Property without the prior written consent of Simkins. 11.4 not enter into any new lease or terminate, renew, extend, modify or amend any existing CRA Lease without the prior written consent of Simkins. 11.5 not enter into any new CRA Service Contract or renew or amend any existing CRA Service Contract without the prior written consent of Simkins. To the extent Simkins delivers notice prior to the expiration of the Due Diligence Period requiring the CRA to terminate any of the CRA Service Contracts, the CRA shall, at its sole cost and expense, terminate such CRA Service Contracts prior to or at Closing. 12. REDEVELOPMENT PLAN AND MASTER PLAN. Overtown Associates hereby agrees to develop the CRA Property, described in Exhibits `B", and the adjoining property owned by Overtown Associates and Simkins, as depicted in Exhibit "U" attached hereto (collectively, the Simkins Project"), substantially in accordance with the Redevelopment Plan and Master Plan. Additionally, Overtown Associates hereby agrees to allow the use of the CRA Property and the adjoining property owned by Simpkins, for the use of the Annual Overtown Music & Arts Festival, at no cost, up until the time Overtown Associates obtains a building permit for the Simpkins Project. 13. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY AND COMMUNITY BENEFITS AND PARTICIPATION REQUIREMENTS. 13.1 Minority and Women Participation and Equal Opportunity. hi connection with the Simkins Project, Simkins agrees that it will and that Simkins will require its general contractor(s) with respect to each building comprising a part of the Simkins Project to: 13.1.1 Take definitive action in recruitment and advertising to attract and retain minority and 16 #67597082 d7 female contractors and subcontractors; 13.1.2 Provide a reasonable opportunity in the recruitment, advertising and hiring of professionals, contractors and subcontractors residing within the Redevelopment Area and within Miami - Dade County; 13.1.3 Take reasonable definitive action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; 13.1.4 Maintain equitable principles in the recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compensation and all other terms, conditions and privileges of employment; 13.1.5 Monitor and review all personnel practices to guarantee that equal opportunities are being provided to all employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; 13.1.6 Post in conspicuous places, availability to employees and applicants for employment, notices in a form to be provided to the Executive Director, setting forth the non-discrimination clauses of this Section 13; 13.1.7 In all solicitations and advertisements for employment placed by or on behalf of Simkins, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin. 13.2 Participation Requirements During Construction. Simkins agrees to comply with the following subcontractor participation requirements and laborer participation requirements (the "Participation Requirements") with respect to each building developed as part of the Simkins Project: 13.2.1 Subcontractor Participation. Simkins shall require its general contractor to hire not less than twenty percent (20%) of the subcontractors for the construction of each building comprising a portion of the Simkins Project utilizing companies that have their principal place of business within Miami -Dade County, Florida, giving first priority to subcontractors who principal place of business is in the Redevelopment Area, second priority to subcontractors whose principal place of business is in Overtown, third priority to subcontractors whose principal place of business is within District 5 of the City of Miami, fourth priority to subcontractors whose principal place of business is in the City of Miami and last priority to subcontractors whose principal place of business is in Miami -Dade County, Florida. For purpose of calculating the twenty percent (20%) subcontractor participation, the twenty percent (20%) participation shall be calculated based upon the numerator being the dollar value of all subcontracts given to subcontractors whose principal place of business is in Miami -Dade County, Florida and the denominator being the total dollar value of all subcontracts entered into by the general contractor over the entire course of such building ("Subcontractor Participation Requirement"). 13.2.2 Laborer Participation. Simkins shall require its general contractor and all subcontractors to employ forty percent (40%) of the labor for the construction of each building comprising a portion of the Simkins Project ("Laborer Participation Requirement") from workers residing in Miami -Dade County, Florida giving first priority to workers residing in the Redevelopment Area, second priority to workers residing in Overtown, third priority to workers residing in District 5 of the City of Miami, fourth priority to workers residing in the City of Miami with last priority to workers residing in Miami -Dade County, Florida. 13.2.3 Disputes. In the event of any disputes between the Executive Director and Simkins as to whether any subcontractor has its principal place of business in Miami -Dade County, Florida or whether any laborer resides in Miami -Dade County, Florida and whether Simkins complied with the priority requirements, Simkins and the Executive Director shall proceed in good faith to resolve the dispute. In 17 #67597082 d7 the event the dispute is not resolved within ten (10) days either party may submit the dispute to the CRA Board for resolution which resolution shall be binding on the parties. 13.2.4 Construction Reporting Requirements. Simkins shall be required to submit to the Executive Director (i) on a quarterly basis commencing thirty (30) days after the end of the first quarter after the commencement of construction of each building comprising a portion of the Simkins Project until thirty days following completion of such building, detailed reports of performance against the Subcontractor Participation Requirement during the prior quarter and (ii) on a monthly basis commencing thirty (30) days after the commencement of construction of each building comprising a portion of the Simkins Project until thirty days following completion, detailed reports of performance against the Laborer Participation Requirement during the prior month ("Construction Participation Reports"). The Construction Participation Reports shall contain such information as the Executive Director may reasonably require to enable the Executive Director to determine whether Simkins is in compliance with the Subcontractor Participation Requirement and the Laborer Participation Requirement with respect to building a portion of the Simkins Project. The Construction Participation Reports shall be in the form of Exhibit "V" attached hereto. 14. COMMUNITY BENEFITS. 14.1 Job Fairs & Employment Advertisements. 14.1.1 Construction Job Opportunities. Simkins shall broadly disseminate information regarding job opportunities for local area residents and businesses within the Redevelopment Area to allow them to participate in construction of each building comprising a portion of the Simkins Project, including, without limitation, hosting at least two (2) job fairs within the Redevelopment Area prior to the commencement of each building comprising a portion of the Simkins Project. 14.1.2 Permanent Job Opportunities. Simkins shall broadly disseminate information regarding job opportunities for local residents and businesses within the Redevelopment Area post -construction, including newly generated trade and service related jobs upon completion of each building comprising a portion of the Simkins Project, including, without limitation, hosting at least one (2) job fair within the Redevelopment Area upon completion of each building comprising a portion of the Simkins Project. 14.1.3 Employment Advertisement & Notice. Simkins shall: (1) Electronically post job opportunities in established job outreach websites and organizations, including, without limitation, CareerSource South Florida, and similar programs in order to attract as many eligible applicants for such jobs as possible; (ii) Place a full -page weekly advertisement in the Miami Times newspaper to inform residents of available job opportunities and any upcoming job fairs not less than three (3) weeks prior to said job fair. This shall be in addition to any advertisements done through other job outreach websites, organizations, and efforts referenced hereinabove; and (iii) Place weekly radio commercials on WMBM and either Hot 105 or 99JAMZ to inform residents of available job opportunities and upcoming job fairs not less than three (3) days prior to said job fair. 14.1.4 Vendor & Local Business Opportuni , Fairs. Simkins, in conjunction with local community partners and with the CRA, shall convene not less than two vendor and local business opportunity fairs in the year immediately preceding completion of the first phase of the Simkins Project, with the first of such fairs occurring not less than three (3) months prior to completion of the first phase of the Simkins 18 Project, for the purpose of sharing with local vendors and entrepreneurs information regarding: (1) opportunities to directly contract with Simkins to provide direct services or product to the Simkins Project once operational; and (ii) opportunities for local entrepreneurs to provide services to patrons of the Simkins Project, either on -site through a Simkins referral program or off -site within the Redevelopment Area. 14.1.5 Vendor and Local Business Opportunities. With regard to future local business opportunities and vendor opportunities at the Simkins Project, Simkins agrees to the following: 14.1.5 OPEN — AS TO WHAT IF ANYTHING WILL BE REQUIRED 14.1.6 Partnerships with Local Community Organizations. Simkins shall work with the CRA and local community organizations to: (i) inventory opportunities for local vendors to support the Simkins Project's operations; (ii) identify local vendors with capacity to service such Simkins Project opportunities; (iii) support and market training programs designed to increase the capacity of local vendors interested in servicing the Simkins Project opportunities; and (iv) identify, market, or create, as necessary, programs to provide assistance to local minority vendors interested in servicing the Simkins Project opportunities. Ill I ► \ 1\1 10': 1 \ 111 i\ 15.1 Unless waived by Simkins in writing, the obligation of Simkins to close is conditional upon satisfaction of the following conditions by the Closing Date: 15.1.1 All representations and warranties of the CRA shall remain true and correct in all material respects, as of Closing. 15.1.2 The CRA shall have performed (or tendered performance of) all covenants, obligations, terms and provisions of this Agreement in all material respects to be performed by the CRA. 15.1.3 The Simkins title company shall be irrevocably committed to issue to Simkins upon Closing the owner's title policy insuring Simkins as the owner of the CRA Property, subject only to the CRA Permitted Exceptions. 15.2 In the event any of the foregoing conditions precedent to Closing set forth in Section 15.1 are not satisfied by the Closing Date, then in such event Simkins shall have the option of (i) waiving the condition and closing in accordance with the other terms and provisions of this Agreement, or (ii) canceling this Agreement in which event this Agreement shall terminate and the parties shall be released from any further obligations under this Agreement except for the obligations which expressly survive termination of this Agreement. :: \ 1 ► ' :1 11111 1111 16.1 Unless waived by the CRA in writing, the obligation of the CRA to close is conditional upon satisfaction of the following conditions by the Closing Date: 16.1.1 All representations and warranties of Simkins shall remain true and correct in all material respects, as of Closing. 19 16.1.2 Simkins shall have performed (or tendered performance of) all covenants, obligations, terms and provisions of this Agreement in all material respects to be performed by Simkins. 16.1.3 The CRA's title company shall be irrevocably committed to issue to the CRA upon Closing an owner's title policy insuring the CRA as the owner of the Simkins Property, subject only to the Simkins Permitted Exceptions. 16.2 hi the event any of the foregoing conditions precedent to Closing set forth in Section 16.1 are not satisfied by the Closing Date, then in such event CRA shall have the option of (i) waiving the condition and closing in accordance with the other terms and provisions of this Agreement, or (ii) canceling this Agreement in which event this Agreement shall terminate and the parties shall be released from any further obligations under this Agreement except for the obligations which expressly survive termination of this Agreement. 17. clam 17.1 The closing (the "Closing") shall be at 10:00 A.M. thirty (30) days after the end of the Due Diligence Period or December 19, 2019 (the "Closing Date"), time being of the essence, at the offices of Holland & Knight LLP, 701 Brickell Avenue, Suite 3300, Miami, Florida 33131 or at such other place as the parties may mutually determine. 17.2 Simkins, at Simkins' expense, shall deliver to the CRA at Closing: 17.2.1 A special warranty deed conveying the Simkins Land and Simkins Improvements, in recordable form, subject only to the Simkins Permitted Exceptions and such other exceptions waived by the CRA in the form of Exhibit "J" attached hereto. 17.2.2 A mechanic's lien, possession and gap affidavit and undertaking as required by the CRA's title company. 17.2.3 An assignment of general intangibles conveying all of Simkins' right, title and interest in the Simkins Intangible Property, and the Simkins Intellectual Property in the form of Exhibit "K" attached hereto. 17.2.4 A bill of sale sufficient to convey all right, title and interest of Simkins in the Simkins Personal Property without warranty as to condition, merchantability or fitness for use in the form of Exhibit "L" attached hereto. 17.2.5 An assignment of all of Simkins' right, title and interest in the Simkins Leases, in the form of Exhibit "M" attached hereto (the "Simkins Assignment of Leases"). 17.2.6 A certificate of non -foreign status, pursuant to Section 1455 of the Internal Revenue Code in the form of Exhibit "N" attached hereto. 17.2.7 The CRA Assignment of Contracts, as hereinafter defined. 17.2.8 The CRA Assignment of Leases, as hereinafter defined. 17.2.9 A certificate of Simkins restating all of the representations and warranties contained in Section 8 of this Agreement and certifying same are true and correct in all material 20 respects. 17.2.10 The original Simkins Service Contracts, to the extent in Simkins' possession or control, or copies of same. 17.2.11 The original Simkins Leases, to the extent in Simkins' possession or control, or copies of same. 17.2.12 Updated rent roll regarding the Simkins Property, certified as being true and correct, by Simkins. 17.2.13 The letter addressed to the tenants under the Simkins Leases advising them of the assignment of the Simkins Leases to the CRA. 17.2.14 The letter addressed to each service provider under the Simkins Service Contracts advising them of the assignment of the Simkins Service Contracts to the CRA. 17.2.15 A Closing Statement. 17.2.16 Evidence of authority to enter in and consummate the transactions contemplated by this Agreement. 17.2.17 The Exchange Purchase Price due from Simkins by wire transfer of federal funds, subject to adjustments and prorations. 17.2.18 Execute and deliver such other documents as may be reasonably required by the CRA's title company. 17.3 The CRA, at the CRA's expense, shall deliver to Simkins at Closing: 17.3.1 A special warranty deed conveying the CRA Land and CRA Improvements, in recordable form, subject only to the CRA Permitted Exceptions and such other exceptions waived by Simkins in the form of Exhibit "O" attached hereto. 17.3.2 A mechanic's lien, possession and gap affidavit and undertaking as required by the Simkins' title company. 17.3.3 An assignment of general intangibles conveying all of CRA's right, title and interest in the CRA Intangible Property and CRA Intellectual Property in the form of Exhibit "P" attached hereto. 17.3.4 A bill of sale sufficient to convey all right, title and interest of the CRA in the CRA Personal Property without warranty as to condition, merchantability or fitness for use in the form of Exhibit "Q attached hereto. 17.3.5 An assignment of all of the CRA's right, title and interest in the CRA Service Contracts (excluding any employment contracts, management contracts and brokerage contracts) in the form of Exhibit "R" attached hereto (the "CRA Assignment of Contracts"). 17.3.6 An assignment of all of the CRA's right, title and interest in the CRA Leases, in the form of Exhibit "S" attached hereto (the "CRA Assignment of Leases"). 21 17.3.7 A certificate of non -foreign status, pursuant to Section 1455 of the Internal Revenue Code in the form of Exhibit "T" attached hereto. 17.3.8 A certificate of the CRA restating all of the representations and warranties contained in Section 10 of this Agreement and certifying same are true and correct in all material respects. 17.3.9 The original CRA Service Contracts, to the extent in the CRA's possession or control, or copies of same. 17.3.10 The original CRA Leases, to the extent in the CRA's possession or control, or copies of same. 17.3.11 Updated rent roll regarding the CRA Property, certified as being true and correct, by the CRA. 17.3.12 The letter addressed to the tenants under the CRA Leases advising them of the assignment of the CRA Leases to Simkins. 17.3.13 The letter addressed to each service provider under the CRA Services Contracts advising them of the assignment of the CRA Service Contracts to Simkins. 17.3.14 The Simkins Assignment of Contracts. 17.3.15 The Simkins Assignment of Leases. 17.3.16 A Closing Statement. 17.3.17 Evidence of authority to enter into and consummate the transactions contemplated by this Agreement. 17.3.18 Execute and deliver such other documents as may be reasonably required by the Simkins' title company. 18. Closing Costs. The respective Parties shall bear the following costs: 18.1 Simkins shall be responsible for: (1) the cost of obtaining the Simkins Title Commitment and the Simkins Survey, (ii) the premium for the title policy insuring Simkins' title to the CRA Property at Closing, (iii) all costs and expenses associated with any financing obtained by Simkins in connection with the acquisition of the CRA Property, (iv) the cost of Inspections ordered or performed on behalf of Simkins, (v) costs of curing any title defects relating to the Simkins Property to which CRA objected, (vi) payment of its own legal fees and (vii) the costs of the documentary stamp taxes and surtax relating to the transfer of the Simkins Property to CRA. 18.2 CRA shall be responsible for: (1) the cost of obtaining the CRA Title Commitment and the CRA Survey, (ii) the premium for the title policy insuring CRA's title to the Simkins Property at Closing, (iii) the cost of CRA Inspections ordered or performed on behalf of CRA, (iv) costs of curing any title defects relating to the CRA Property to which Simkins objected, (v) payment of its own legal fees, and (vi) the costs of the documentary stamp taxes and surtax relating to the transfer of the CRA Property to Simkins. 22 19. 19.1 Adjustments. hi the Event Simkins elects to terminate this Agreement with respect to any of the CRA Property as provided in this Agreement the Exchange Purchase Price shall be adjusted based upon the value of such parcel as set forth on Exhibit "C". hi the event the CRA Elects to terminate this Agreement with respect to any of the Simkins Property as provided in this Agreement the Exchange Purchase Price shall be adjusted based upon the value of such parcel as set forth on Exhibit "D". 19.2 Taxes. All real estate taxes, personal property taxes, general assessments and special assessments affecting each of the Properties shall be prorated at closing between the Parties as of 11:59 p.m. on the day immediately preceding the Closing Date; provided, that: (1) in the event the taxes for the year of closing (i.e., 2019) are unknown, the tax proration will be based upon the taxes for the prior year (i.e., 2018) and, upon the written request of either party hereto, the taxes for the year of Closing shall be reprorated between the Parties when the tax bill for the year of closing (i.e., 2019) is issued and the actual amount of taxes is known (provided, however, that if such a request is not made within sixty (60) days after the tax bill for the year of closing is issued, no reproration of taxes shall be made and the tax proration made at closing shall be final and conclusive); (2) certified confirmed, and/or ratified special assessment liens due and payable as of the Closing Date shall be paid by the Party conveying at closing the property subject to such liens (or the other Party shall receive a credit therefor at closing); (3) prospective special assessment liens which are not certified, confirmed and/or ratified as of the Closing Date shall be the responsibility of the Party acquiring title to the property affected thereby to the extent the same are certified, confirmed and/or ratified after the Closing Date; and (4) if any special assessment liens are due in installments, the Party conveying at Closing the property subject thereto shall be required to pay any installment due before the Closing Date and the Party acquiring title shall be responsible for all such installments due on or after the Closing Date. 19.3 Service Contracts. If there are any Simkins Service Contracts or CRA Service Contracts that are not required to be terminated in accordance with this Agreement, then any amounts paid in advance prior to the Closing Date by the Party conveying the property subject to such Simkins Service Contracts or CRA Service Contracts, and any amounts to be paid in arrears after the Closing by the Party acquiring title to such property, shall be prorated at Closing between the Parties as of 11:59 p.m. on the day immediately preceding the Closing Date. 19.4 Security Deposits. The CRA shall receive a credit for all security deposits of the existing tenants under the Simkins Leases. Simkins shall receive a credit for all security deposits of the existing tenants under the CRA Leases. 19.5 Rents. All current and prepaid rents under the Simkins Leases shall be prorated and adjusted as of 11:59 P.M. on the date immediately preceding the Closing Date. All current and prepaid rents under the CRA Leases shall be prorated and adjusted as of 11:59 P.M. as of the date immediately preceding the Closing Date. All rents due and not paid shall not be prorated as of Closing but if thereafter collected shall be similarly prorated. 19.6 Other Prorations. All licenses and permit fees, costs and revenues and other proratable items shall be prorated as of 11:59 P.M. of the day preceding the Closing Date. Simkins shall be entitled to the return of all utility deposits and other deposits with respect to the Simkins Property. The CRA shall be entitled to return all of the utility deposits and other deposits with respect to the CRA Property. Telephone, electric, gas, water charges and sewer charges shall not be adjusted. The parties shall make arrangements for final bills to be obtained from the applicable utility companies involved as of the Closing Date and Simkins shall be responsible for all such bills with respect to the Simkins Property and 23 the CRA responsible for such bills with respect to the CRA Properties. Simkins and the CRA shall coordinate their actions under this paragraph so that services provided to tenants are not disrupted and if necessary prorate any required items so that service is not disrupted. 19.7 Insurance. There shall be no proration of any insurance maintained by either Party as of the Closing Date, it being acknowledged and agreed by the Parties that each Party shall terminate any such insurance policies as of the Closing Date. 19.8 Other Prorations. The Parties shall cooperate in good faith to make the prorations and adjustments contemplated by this Section 21 and to prorate all other items customarily prorated in connection with the purchase and sale of properties similar to the Properties in Miami -Dade County, Florida. 19.9 Reprorations. If accurate prorations cannot be made as of the Closing Date because current figures or bills are not obtainable, the parties shall prorate such revenue or expenses in good faith on the best available information, subject to adjustment upon receipt of the final figures or bills or other evidence of the applicable revenue or expense; provided that, except as otherwise expressly provided herein, if any such prorations are not fully agreed upon and paid within thirty (30) days after the Closing Date, then the proration figures used at closing shall be final and conclusive. The provisions of this Section 19 shall survive the closing. 19.10 Prorations Final. Except as otherwise expressly provided herein, all prorations and/or adjustments made or estimated at closing shall be final and conclusive. 20. Default. An event of default shall be deemed to have occurred by either Party to this Agreement if such Party fails to observe or perform any covenant, condition or agreement of this Agreement, or breaches a representation contained herein, and such failure or breach continues for a period of five (5) business days after written notice specifying such default and requesting that it be remedied is sent to the defaulting party by the non -defaulting party; provided, however, that there shall be no cure period afforded to any Party hereto for failing to Close on the Closing Date. If an event of default shall have occurred and shall continue, the non -defaulting Party shall be entitled either (i) terminate this Agreement or (ii) pursue the remedy of specific performance. 21. Brokers. The Parties each represent and warrant to the other that there are no real estate brokers, or salesmen or finder involved to this transaction. The provisions of this Paragraph shall survive the Closing and any cancellation or earlier termination of this Agreement. 22. Assignability. Notwithstanding anything to the contrary herein: (1) Simkins shall not assign this Agreement without the prior written consent of CRA other than to an entity affiliated with Simkins (including, without limitation, any entity in which Simkins directly or indirectly holds an ownership interest); and (ii) CRA shall not assign this Agreement. Subject to the foregoing sentence, this Agreement shall be binding upon the parties hereto and their respective successors and assigns. 23. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given if delivered by hand, sent by recognized overnight courier (such as Federal Express), transmitted via email, or mailed by certified or registered mail, return receipt requested, in a postage pre -paid envelope, and addressed as follows: 24 If to Simkins at: c/o Lion Folklife Village LLC 301 West 41st Street, Suite 406 Miami Beach, Florida 33140 Attention: Karen Llera & Michael Simkins Email kllera@simkinsindustries.com; mrsimkins@simkinsindustrie s.com with a copy to: Berger Singerman LLP 1450 Brickell Avenue, 14th Floor Miami, Florida 33131 Attention: Javier E. Fernandez, Esq Email: jfemandez@bergersingerman.com If to CRA: Cornelius Shiver, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Ave., 3rd Floor Miami, Florida 33136 Email cshiver@miamigov.com with a copy to: Holland & Knight LLP 701 Brickell Avenue Suite 3700 Miami, Florida 33131 Attention: William R. Bloom Email: william.bloom@hklaw.com Notices personally delivered or sent by overnight courier shall be deemed given on the date of receipt, notices sent via email shall be deemed given upon transmission and notices sent via certified mail in accordance with the foregoing shall be deemed given on the date received or delivery refused. 24. Risk of Loss. As to both Properties, if, prior to Closing, either of the Properties (a) has a material portion thereof (i.e., greater than 10% of the total area) taken by eminent domain or (b) suffers damage by casualty such that the cost to repair the damage exceeds $100,0000 (a "Major Loss"), then the party that is acquiring the Property subject to the Major Loss at Closing shall have the right to elect to either: (1) consummate the transactions contemplated by this Agreement notwithstanding such Major Loss, in which event such Party shall be entitled to (and the conveying Party shall assign to such acquiring Party all of the conveying Party's interest in, of and to) all applicable insurance (including giving the acquiring Party a credit against at Closing for any insurance deductible) and/or condemnation proceeds, payments, awards and settlements payable in connection with such Major Loss; (ii) terminate this Agreement with respect to the affected properties; or (iii) terminate this Agreement, whereupon this Agreement shall be terminated, and both parties hereto shall thereafter be released from all further obligations under this Agreement except those obligations which expressly survive the termination of this Agreement. If, prior to Closing, either of the Properties (a) has a less than a material portion (i.e., less than 10% of the total area) taken by eminent domain or (y) suffers damage by casualty such that the cost to repair the damage does not exceed $100,0000 (a "Minor Loss"), then there shall be no right to terminate this Agreement but the party that is acquiring the Property subject to the Minor Loss at Closing shall be entitled to (and the conveying Party shall assign to such acquiring Party all of the conveying Party's interest in, of and to) all applicable insurance (including giving the acquiring Party a credit against at Closing for any insurance deductible) and/or condemnation proceeds, payments, awards and settlements payable in connection with such Minor Loss. 25 25. Miscellaneous. 25.1 This Agreement shall be construed and governed in accordance with laws of the State of Florida and in the event of any litigation hereunder, the venue for any such litigation, shall be in Miami - Dade County. All of the Parties to this Agreement have participated fully in the negotiation and preparation hereof and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 25.2 In the event any provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or construed as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 25.3 In construing this Agreement, the singular shall be deemed to plural, the plural shall be deemed to include the singular and the use of any gender and all captions and paragraph headings shall be discarded. 25.4 All of the Exhibits to this Agreement shall be incorporated into and made a part of this Agreement, as provided for herein. 25.5 This Agreement and those agreements contemplated herein to be entered into in the future, shall constitute the entire agreement between the Parties as to the Simkins Property and the CRA Property, and supersede any other agreement or understanding of the parties with respect to the matters herein contained. This Agreement may not be changed, altered or modified except in writing signed by the Party against whom enforcement of such a change would be sought. This Agreement shall be binding upon the Parties hereto and their respective legal representative, successors and assigns. 25.6 Time is of the essence for all provisions of this Agreement. All time periods will be computed in calendar days (a "calendar day" is every day including Saturday, Sunday and national legal holidays) unless otherwise specified herein. However, if any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All times periods for performance will end at 6:00 PM, Miami, FL time, of the appropriate day, unless otherwise specified. 25.7 This Agreement and any subsequent amendments hereto may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original, and all of which shall be deemed to be one and the same instrument. Facsimile or PDF/electronic transmission signatures shall be deemed original signatures. Neither this Agreement nor any memorandum thereof shall be recorded in the public records except in connection with litigation. 25.8 Waiver of Jury. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT ANY PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH, OR IN RESPECT OF ANY COURSE OF CONDUCT, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT. 25.9 1031 Exchange. Each of the parties hereto acknowledge that the exchange of the Simkins Property by Simkins may be part of a 1031 exchange. The Parties agree to cooperate with each other 26 and agree to execute all documents reasonably necessary to complete the 1031 exchange provided such documents impose no financial obligations on the CRA. Nothing herein shall be construed as the 1031 exchange being a condition precedent or prerequisite to the Closing and any such exchange shall not delay the Closing. The CRA shall not be responsible for any cost incurred due to Simkins' 1031 exchange, nor shall the CRA be liable should the 1031 exchange not take place. 25.10 Radon Disclosure. "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 health department." 25.11 The Parties each covenant and agree to sign, execute and deliver, or cause to be signed, executed and delivered, and to do or make, or cause to be done or made, upon the written request of the other party, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirmatory or otherwise, as may be reasonably required by either party hereto for the purpose of or in connection with consummating the transactions described herein provided that compliance with the provision of this paragraph shall not increase the liability of the complying party. THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK 27 IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the Effective Date. IMHI : 216 NW 9TH STREET HOLDINGS, LLC, a Florida limited liability company By: Name: Title: LION 12TH & 3RD, LLC, a Florida limited liability company By: Name: Title: 155 NW LOTH STREET, LLC, a Florida limited liability company By: Name: Title: LION 1034, LLC, a Florida limited liability company By:_ Name: Title: Overtown Associates, LLC, a Florida limited liability company By:_ Name: Title: 28 CRA= THE SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Name: Title: Approved for legal sufficiency by: By:_ Holland & Knight LLP Special Counsel 28 29 EXHIBIT "A -I" LEGAL DESCRIPTION OF HOLDINGS LAND Parcel I Lot 3, Block 35 of NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. a/k/a 216 NW 9th Street, Miami, FL 33136 Folio No.: 01-0103-050-1040 9M EXHIBIT "A-2" LEGAL DESCRIPTION OF LION LAND Parcel 1 Lot 5, Block 10, of SOST'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book B, Page 27, of the Public Records of Miami -Dade County, Florida. a/k/a 234 NW 12th Street, Miami, FL 33136 Folio No.: 01-3136-037-1510 Parcel 2 Lot 6, Block 10, of SOST'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book B, Page 27, of the Public Records of Miami -Dade County, Florida. a/k/a 242 NW 12th Street, Miami, FL 33136 Folio No.: 01-3136-037-0520 30 #67597082 d7 EXHIBIT "A-3" LEGAL DESCRIPTION OF LOTH STREET Parcel 1 Lots 43 and 46 and East '/2 of Lot alley lying West and adjacent closed by ordinance 13492 of P.W. White Resubdivision of Block 16, according to the Plat thereof as recorded in Plat Book B at Page 34 of the Public Records of Miami -Dade County, Florida a/k/a 155 NW LOTH Street Miami Florida 33156 Folio No.: 01-0101-060-1200 31 #67597082 d7 EXHIBIT "A-4" LEGAL DESCRIPTION OF 1034 LAND Parcel 1 South 50 feet of the North 100 feet of Lots 1 & 2 Block 14 of North City of Miami, as recorded in Plat Book B at Page 41, of the Public Records of Miami -Dade County, Florida a/k/a 1034 NW 3RD Ave, Miami, FL 33136 Folio No.: 01-0101-040-1030 32 #67597082 d7 EXHIBIT `B" LEGAL DESCRIPTION OF CRA LAND Parcel I The East 55.03 feet of Lots 2, 7 and 10, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 226 NW loth Street, Miami, FL 33136 Folio No.: 01-0102-060-1020 Parcel 2 Lot 17, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 930 NW 2nd Avenue, Miami, FL 33136 Folio No.: 01-0102-060-1100 Parcel 3 Lot 16, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 934 NW 2nd Avenue, Miami, FL 33136 Folio No.: 01-0102-060-1090 Parcel 4 Lots 15, 18 and 23, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 925 NW 2nd Court, Miami, FL 33136 Folio No.: 01-0102-060-1080 Parcel 5 Lot 26, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 921 NW 2nd Court, Miami, FL 33136 Folio No.: 01-0102-060-1170 Parcel 6 Lots 34 and 39, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 909 NW 2nd Court, Miami, FL 33136 Folio No.: 01-0102-060-1220 Parcel 7 Lots 43 and 46, and E %2 of alley lying west and adjacent and closed per Ordinance 13492, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. 33 #67597082 d7 a/k/a 249 NW 9th Street, Miami, FL 33136 Folio No.: 01-0102-060-1250 Parcel 8 Lots 35 and 38, and E %2 of alley lying west and adjacent and closed per Ordinance 13492, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 910 NW 2nd Court, Miami, FL 33136 Folio No.: 01-0102-060-1230 Parcel 9 Lots 27 and 30, and E %2 of alley lying west and adjacent and closed per Ordinance 13492, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 916 NW 2nd Court, Miami, FL 33136 Folio No.: 01-0102-060-1180 Parcel 10 Lots 3 and 6, and E '/2 of alley lying west and adjacent and closed per Ordinance 13492, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 250 NW IOth Street, Miami, FL 33136 Folio No.: 01-0102-060-1030 Parcel 11 Lots 4 and 5, and W '/2 of alley lying west and adjacent and closed per Ordinance 13492, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 262 NW IOth Street, Miami, FL 33136 Folio No.: 01-0102-060-1040 Parcel 12 Lots 28, 29 and 36, and W '/2 of alley lying west and adjacent and closed per Ordinance 13492, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 915 NW 3rd Avenue, Miami, FL 33136 Folio No.: 01-0102-060-1190 Parcel 13 Lots 44 and 45, and W '/2 of alley lying west and adjacent and closed per Ordinance 13492, Block 26, PW WHITES RESUB OF BLOCK 26 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. a/k/a 901 NW 3rd Avenue, Miami, FL 33136 Folio No.: 01-0102-060-1270 Parcel 14 34 #67597082 d7 Lot 10, Block 35, MIAMI NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 41, Public Records of Miami -Dade County, Florida. 35 #67597082 d7 EXHIBIT "C" CRA PROPERTY VALUE Parcel 1 226 N.W. 10"' Street $256,000.00 Parcel 2 930 N.W. 2nd Street $256,000.00 Parcel 3 934 N.W. 2"dAvenue $256,000.00 Parcel 4 925 N.W. 2nd Court $512,000.00 Parcel 5 921 N.W. 2"dCourt $171,000.00 Parcel 6 909 N.W. 2nd Court $341,000.00 Parcel 7 249 N.W. 9t' Street $365,000.00 Parcel 8 910 N.W. 2nd Court $357,000.00 Parcel 9 916 N.W. 2nd Court $357,000.00 Parcel 10 250 N.W. IOd' Street $535,000.00 Parcel 11 262 N.W. 10t' Street $535,000.00 Parcel 12 915 N.W. 31dAvenue $535,000.00 Parcel 13 901 N.W. 3,dAvenue $357,000.00 Parcel 14 276 NW 9th Street $357,000.00 #67597082 d7 EXHIBIT "D" SIMKINS PROPERTY VALUE 216 N.W. 1211` Street 234 N.W. 1211' Street 242 N.W. 1211` Street 155 N.W. 10"' Street $698,000.00 $488,000.00 $488,000.00 $925,000.00 37 #67597082 d7 EXHIBIT "E" CRA PERMITTED EXCEPTIONS 38 #67597082 v7 EXHIBIT "F" SIMKINS PERMITTED EXCEPTIONS 39 #67597082 d7 EXHIBIT "G" SIMKINS LEASES PROPERTY ADDRESS: 155 NW 10"' Street, Miami, FL 33136 LANDLORD: 155 NW 1 OTH Street LLC Unit 9 155-1 BD/BA 2/1 Status Leased Rent $1,350 Deposit $1,900 Lease Date 9/30/20 155-2 1/1 Leased $!,100 $1,100 2/28/20 155-3 155-4 2/1 2/1 Vacant Leased $1,350 $1,350 3/31/20 155-5 1/1 Leased $1,100 $950 7/31/20 155-6 2/1 Leased $1,350 $1,350 11/30/20 155-7 2/1 Leased $1,400 $2,800 5/31/20 155-8 1/1 Leased $1.050 $1,600 2/28/20 155-9 2/1 Leased $1,375 $1,950 1/31/18 40 #67597082 d7 CRA LEASES NONE 41 #67597082 d7 EXHIBIT "I" CRA SERVICE CONTRACTS NONE 42 #67597082 d7 9. ■ SIMKINS DEED 43 #67597082 d7 EXHIBIT "K" SIMKINS ASSIGNMENT OF INTANGIBLES 44 #67597082 v7 EXHIBIT "L" SIMKINS BILL OF SALE 45 #67597082 v7 EXHIBIT "M" SIMKINS ASSIGNMENT OF LEASES 46 #67597082 v7 EXHIBIT "N" SIMKINS NON -FOREIGN 47 #67597082 d7 STATE OF FLORIDA) ) ss. COUNTY OF FIRPTA AFFIDAVIT BEFORE ME, personally appeared Michael Simkins (the "Affiant") who by me being first duly sworn, on oath, deposes and states: 1. That the Affiant, is the Manager of 216 NW 9th Street Holdings LLC, 155 NW 1 Oth Street, LLC, Lion 1034, LLC and Lion 12th & 3rd, LLC, all Florida limited liability companies ("Transferor") the owner of the following described property, located in Miami -Dade County, Florida, to -wit: Lot 3, Block 35 of NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. AND Lots 5 & 6, Block 10, of SOST'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book B, Page 27, of the Public Records of Miami -Dade County, Florida. AND South 50 feet of the North 100 feet of Lots 1 & 2 Block 14 of North City of Miami, as recorded in Plat Book B at Page 41, of the Public Records of Miami -Dade County, Florida. 2. The Affiant has knowledge of the affairs of the Transferor. 3. That in accordance with Section 1445 of the Internal Revenue Code, which provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person or entity to inform the Southeast Overtown/Park West Community Redevelopment Agency (the "Transferee") that withholding of tax is not required upon the disposition of a U.S. real property interest by the Transferor, the undersigned certify that: FL 33136. a. Transferor is not a foreigner as defined by the Internal Revenue Code. b. Transferor's Tax Identification Number is The Transferor's mailing address is: 819 N.W. 2"dAvenue, Third Floor, Miami, d. The Transferor is not a disregarded entity. e. This Paragraph 3 is executed and delivered for the purposes of complying with the requirements of Internal Revenue Code Section 1445. f. The undersigned understand that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. 48 #67597082 d7 4. That this Affidavit is made to induce Transferee to purchase the subject property. 5. That this Affidavit is made and given by the Affiant with full knowledge of applicable laws of the State of Florida regarding sworn statements, affidavits, and the penalties and liabilities resulting from false statements and misrepresentations therein. 216 NW 9th Street Holdins, LLC 155 NW loth Street Holdings, LLC Lion 1034, LLC Lion 12th & 3rd, LLC By: Michael Simkins, Manager STATE OF FLORIDA) ) ss. COUNTY OF Miami -Dade SWORN TO AND SUBSCRIBED BEFORE ME, this —day of December, 2019, by Michael Simkins, as Manager of the 216 NW 9th Street Holdings LLC, 155 NW 10th Street, LLC, Lion 1034 LLC, and Lion 12th & 3rd Ave, LLC, on behalf of the companies. 0 49 #67597082 d7 EXHIBIT "O" CRA DEED 50 #67597082 v7 EXHIBIT "P" CRA ASSIGNMENT OF INTANGIBLES 51 #67597082 v7 EXHIBIT "O" CRA BILL OF SALE 52 #67597082 v7 EXHIBIT "R" CRA ASSIGNMENT OF CONTRACTS 53 #67597082 v7 EXHIBIT "S" CRA ASSIGNMENT OF LEASES 54 #67597082 d7 EXHIBIT "T" CRA NON -FOREIGN 55 STATE OF FLORIDA) ) ss. COUNTY OF FIRPTA AFFIDAVIT BEFORE ME, personally appeared Cornelius Shiver (the "Affiant") who by me being first duly sworn, on oath, deposes and states: 6. That the Affiant, is the Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Transferor") the owner of the following described property, located in Miami - Dade County, Florida, to -wit: Lot 25, 32 and the North 15.62 feet of Lot 33, Block 26 of P.W. White's Resubdivision of Blocks No. 16-26 and 36 North of the City of Miami, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida. The Affiant has knowledge of the affairs of the Transferor. 8. That in accordance with Section 1445 of the Internal Revenue Code, which provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person or entity to inform Overtown Associates, LLC (the "Transferee") that withholding of tax is not required upon the disposition of a U.S. real property interest by the Transferor, the undersigned certify that: FL 33136. a. Transferor is not a foreigner as defined by the Internal Revenue Code. b. Transferor's Tax Identification Number is The Transferor's mailing address is: 819 N.W. 2" d Avenue, Third Floor, Miami, d. The Transferor is not a disregarded entity. e. This Paragraph 3 is executed and delivered for the purposes of complying with the requirements of Internal Revenue Code Section 1445. f. The undersigned understand that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. That this Affidavit is made to induce Transferee to purchase the subject property. 56 10. That this Affidavit is made and given by the Affiant with full knowledge of applicable laws of the State of Florida regarding sworn statements, affidavits, and the penalties and liabilities resulting from false statements and misrepresentations therein. SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Un Cornelius Shiver, Executive Director STATE OF FLORIDA) ) ss. COUNTY OF Miami -Dade SWORN TO AND SUBSCRIBED BEFORE ME, this_ day of December, 2019, by Cornelius Shiver, as Executive Director of the Southeast Overtown / Park West Community Redevelopment Agency, on behalf of the Agency. 57 EXHIBIT "U" SIMKINS PROJECT 58 OVERTOWN AERIAL f 37 Historic Overtown Culture & Entertainment District 6 F wz Y DEVELOPMENT METRICS in DIAGRAM KEY NORTH'f A` BUILDING ID k 4' ttinr- PARKING DECK n -:=.-ram �- • g- — - "orr�cienqo f n-I,r' r �LOTHST WEST_ . I = it IALKSON— �I s , _ SOUL FOOD ����1�� III '+F'M7 TRI&E LLJ'6..1 rY YVATERMELON IrM ROOSTER OST IISLG • ¢ - b t �' L i MOUNTZION • ..•' 1 tN y,Y i BPPTSOWN T ® 'f — -- w S All sat 1 +� H?STUNITED THEArER " MEih ODISTmill 0;, 7-1 _ 54 Historic Overtown Culture & Entertainment District OVERTOWN VISION DIAGRAM KEY - ART & PERFORMANCE - ALLEYS & COURTS LANDSCAPE PARKLETS - SPECIAL STRUCTURES - THRESHOLDS & MARKERS Yl M 1i111► a �. F f. 11th Terrace w _ I at W' loth Street F 9th Street' _.... Aid 27 Historic Overtown Culture & Entertainment District N 0' 200' DESIGN FRAMEWORK DIAGRAM j r f lth Street Terrace Stre) 10th Street AW ` w c a m ■ c m 2 I ^' x co x 0 0 0 1-95 25 Historic Overtown Culture & Entertainment District MASS TRANSIT DISTRICT RESILIENCE DIAGRAM KEY ADAPTIVE RE -USE PROJECTS REVITALIZED CULTURAL ELEMENTS PHOTOVOLTAIC POTENTIAL GREEN ROOFS a] GREEN SPACES + PARKLETS 11th Terrace l lth Street �—Zo J 1 - Y loth Street IL j 9th Street 72 a a M 8th Street 46 Historic Overtown Culture & Entertainment District I 7 0' 200' 600' 101,40511 59