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N 81TH T NE 81TH ST City of Miami Designated Brownfield Area � - �r1I W 81SST NW 8I STS NW 82ND ST W 79TH ST NE 791H ST 3 N 713T 3T W713 3T NE]i ST T *. Ir,c�lav,o, atco NW 62 DST � N 62N ST City Boundary NW 54TH ST NW TH ST NE 5 H ST Water Bodies NW46TH T RO — Brownfields Rp5'p 4 � S 2 W' 119 NW ]TH ST CSWY TH ST- _ JULIA TUTTLE CSV—! T ST � UNNAMED `ORT z N ! 9T NW 28TH ST `RRORRZ m I d l IVI R R I k 21 ST ST' NW 20TH ST -I j > m NW 20 �HI T NE20THT / MEiF N � pRT S � ,� RR / NW 17T ST R �� �FR R O a NW N 3 1 T ST VENETIAN EE 13TH ST _. WAY / 1#TH ST NW — NW 11TH ST R ' 3 m N 1TH ST NW 6TH ST NE 6TH ST I' �pARrh� '< ¢ ED okI SEISTST 3 W FLAGL R ST �I �' MILAN AVE I SW 11 TH ST SW 16TH S 16TH ST o i� C 22ND S m Im � C SW&,6j.H TER ; m BIRD RD DAVE PJE N lQ GRAND VE W E p"'S 0 1 2 Miles s —; Updated: 8/05/2021 THE GOLDSTEIN ENVIRONMENTAL LAW FIRM, P.A. Brownfields, Transactions, Due Diligence, Development, Permitting Cleanups dam' Compliance 2100 Ponce de Leon Boulevard, Suite 710 Coral Gables, Florida 33134 Telephone: (305) 777-1680 www.V,oldsteinenvlaw.com Michael R. Goldstein, Esq. Direct Dial: (305) 777-1682 Email: mgoldstein&goldsteinenvlaw.com April 8, 2022 Via Email Mr. Arthur Noriega, City Manager City of Miami 444 SW 2nd Ave Miami, FL, 33130 Re: Request for Designation of the Property Located at 5601-5645 SW 8`h Street, Miami, Florida 33134 as a Green Reuse Area Pursuant to §376.80(2)(c), Florida Statutes Dear Mr. Noriega: On behalf of Richman Parkview Gables Development Partners, LLC. ("Parkview"), we are pleased to submit the enclosed request for designation of the parcels located at 5601-5645 SW 8d' Street, Miami, Florida 33134, Folio Numbers 01-4106-011-1790, 01-4106-011-1810, and 01-4106-011-1860 (the "Subject Property"), as a Green Reuse Area pursuant to Section 376.80(2) (c), Florida Statutes. Parkview is redeveloping the Subject Property with an 11-story, 120-unit multifamily residential building with an attached amenity area including a fitness center, clubroom, rooftop pool deck, and rooftop resident lounge. The completed development will have an estimated cost of approximately $41 million. A legal description and property card depicting the Subject Property's location are enclosed at Exhibit A. Parkview is requesting this designation due to the presence of actual contamination on the Subject Property likely resulting from its historical use as an auto repair business. This has required that Parkview incur significant time and expense to further evaluate the environmental risk associated with redevelopment. The designation has thus become a key part of this ambitious project's ultimate viability by enabling Parkview to access certain regulatory and economic incentives, at no cost to the {00051247.DOCX. 11 Mr. Arthur Noriega, City Manager April 8, 2022 Page 2 City, to mitigate and manage the risk and expense associated with the contamination and the necessary response. In considering a request for designation, a local government must evaluate and apply the criteria set forth in Chapter 376.80(2)(c), Florida Statutes. As reflected in the Statement of Eligibility incorporated herein at Exhibit B, Parkview meets such statutory criteria. Accordingly, based on the foregoing, we respectfully request that staff recommend approval. Of course, as you evaluate the application and supporting materials, please feel free to contact us with any questions or should further information be required. Thank you. Very truly yours, THE GOLDSTEIN ENVIRONMENTAL LAW FIRM, P.A. Michael R. Goldstein /mrg Enclosures cc: Richman Parkview Gables Development Partners, LLC Harry B. James IV, City of Miami {00051247. DOCX. 11 Exhibit A {00011414. DOCX. 11 LEGAL DESCRIPTION: Lots 26 through 36, Block 10, of TAMIAMI HIGHLANDS, according to the Plat thereof, as recorded in Plat Book 10, Page 33, of the Public Records of Miami -Dade County, Florida. OFFICE OF THE PROPERTY APPRAISER Summary Report Property Information Folio: 01-4106-011-1790 Property Address: 5645 SW 8 ST Miami, FL 33134-2101 Owner OUTLINE HOLDINGS LLC Mailing Address 3479 NE 163 ST UNIT 2100 NORTH MIAMI BEACH, FL 33160 USA PA Primary Zone 6100 COMMERCIAL - NEIGHBORHOOD Primary Land Use 1081 VACANT LAND - COMMERCIAL : VACANT LAND Beds / Baths / Half 0/0/0 Floors 0 Living Units 0 Actual Area 0 Sq.Ft Living Area 0 Sq.Ft Adjusted Area 0 Sq.Ft Lot Size 15,750 Sq.Ft Year Built 0 Assessment Information Year 2021 2020 2019 Land Value $1,102,500 $1,102,500 $1,102,500 Building Value $0 $0 $0 XF Value $0 $0 $0 Market Value $1,102,500 $1,102,500 $1,102,500 Assessed Value $1,102,500 $1,102,500 $1,048,162 Benefits Information Benefit Type 2021 2020 2019 Non -Homestead Cap Assessment Reduction $54,338 Note: Not all benefits are applicable to all Taxable Values (i.e. County, School Board, City, Regional). Short Legal Description TAMIAMI HIGHLANDS PB 10-33 LOTS 26 THRU 31 BLK 10 LOT SIZ2 150.000 X 105 CF 74R-213438-74R77483 OR 18457-3338 0199 6 Generated On : 2/4/2022 Taxable Value Information 2021 2020 2019 County Exemption Value $0 $0 $0 Taxable Value $1,102,500 $1,102,500 $1,048,162 School Board Exemption Value $0 $0 $0 Taxable Value $1,102,500 $1,102,500 $1,102,500 City Exemption Value $0 $0 $0 Taxable Value $1,102,500 $1,102,500 $1,048,162 Regional Exemption Value $0 $0 $0 Taxable Value $1,102,500 $1,102,500 $1,048,162 Sales Information Previous Sale Price OR Book -Page Qualification Description 09/09/2015 $3,300,000 29775-2596 Qual on DOS, multi -parcel sale 01/01/1999 $500,000 18457-3338 Other disqualified 02/01/1994 $350,000 16282-1904 Other disqualified 04/01/1980 $415,000 10739-1922 Sales which are qualified The Office of the Property Appraiser is continually editing and updating the tax roll. This website may not reflect the most current information on record. The Property Appraiser and Miami -Dade County assumes no liability, see full disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp Version OFFICE OF THE PROPERTY APPRAISER Summary Report Property Information Folio: 01-4106-011-1810 Property Address: 5615 SW 8 ST Miami, FL 33134-2101 Owner OUTLINE HOLDINGS LLC Mailing Address 3479 NE 163 ST UNIT 2100 NORTH MIAMI BEACH, FL 33160 USA PA Primary Zone 6100 COMMERCIAL - NEIGHBORHOOD Primary Land Use 1081 VACANT LAND - COMMERCIAL : VACANT LAND Beds / Baths / Half 0/0/0 Floors 0 Living Units 0 Actual Area 0 Sq.Ft Living Area 0 Sq.Ft Adjusted Area 0 Sq.Ft Lot Size 13,125 Sq.Ft Year Built 0 Assessment Information Year 2021 2020 2019 Land Value $918,750 $918,750 $918,750 Building Value $0 $0 $0 XF Value $0 $0 $0 Market Value $918,750 $918,750 $918,750 Assessed Value $918,750 $918,750 $873,468 Benefits Information Benefit Type 2021 2020 2019 Non -Homestead Cap Assessment Reduction $45,282 Note: Not all benefits are applicable to all Taxable Values (i.e. County, School Board, City, Regional). Short Legal Description TAMIAMI HIGHLANDS PB 10-33 LOTS 32 THRU 36 BLK 10 LOT SIZE 125.000 X 105 OR 19075-0358 0300 1 Generated On : 2/4/2022 Taxable Value Information 2021 2020 2019 County Exemption Value $0 $0 $0 Taxable Value $918,750 $918,750 $873,468 School Board Exemption Value $0 $0 $0 Taxable Value $918,750 $918,750 $918,750 City Exemption Value $0 $0 $0 Taxable Value $918,750 $918,750 $873,468 Regional Exemption Value $0 $0 $0 Taxable Value $918,750 $918,750 $873,468 Sales Information Previous Sale Price OR Book -Page Qualification Description 09/09/2015 $3,300,000 29775-2596 Qual on DOS, multi -parcel sale Other disqualified 03/01/2000 $157,500 19075-0358 The Office of the Property Appraiser is continually editing and updating the tax roll. This website may not reflect the most current information on record. The Property Appraiser and Miami -Dade County assumes no liability, see full disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp Version OFFICE OF THE PROPERTY APPRAISER Summary Report Property Information Folio: 01-4106-011-1860 Property Address: 5601 SW 8 ST Miami, FL 33134-2101 Owner 5601 LLC Mailing Address 3770 NW 52 ST MIAMI, FL 33142 USA PA Primary Zone 6100 COMMERCIAL - NEIGHBORHOOD Primary Land Use 1111 STORE: RETAIL OUTLET Beds / Baths / Half 0/0/0 Floors 1 Living Units 0 Actual Area 3,699 Sq.Ft Living Area 3,699 Sq.Ft Adjusted Area 3,223 Sq.Ft Lot Size 5,880 Sq.Ft Year Built 1949 Assessment Information Year 2021 2020 2019 Land Value $411,600 $411,600 $411,600 Building Value $124,015 $141,738 $135,295 XF Value $0 $0 $0 Market Value $535,615 $535,615 $553,338 $553,338 $546,895 $546,895 Assessed Value Benefits Information Benefit Type 1 2021 2020 2019 Note: Not all benefits are applicable to all Taxable Values (i.e. County, School Board, City, Regional). Short Legal Description 65441 TAMIAMI HIGHLANDS PB 10-33 LOTS 37 & 38 BLK 10 LOT SIZE 56.000 X 105 OR 21161-0839 0303 1 Generated On : 3/31/2022 Taxable Value Information 2021 2020 2019 County Exemption Value $0 $0 $0 Taxable Value 1 $535,615 $553,338 $546,895 School Board Exemption Value $0 $0 $0 Taxable Value $535,615 $553,338 $546,895 City Exemption Value $0 $0 $0 Taxable Value 1 $535,615 $553,338 $546,895 Regional Exemption Value $0 $0 $0 Taxable Value $535,615 $553,338 $546,895 Sales Information OR Previous Price Book- Qualification Description Sale Page Qual by verifiable & documented evidence 08/13/2012 $380,535 28301 0712 09/26/2011 $50,100 27860- Financial inst or "in Lieu of Forclosure" 2596 stated 08/01/2005 $0 23729- Sales which are disqualified as a result of 2109 examination of the deed 08/01/2004 $0 22733- Sales which are disqualified as a result of 2790 examination of the deed The Office of the Property Appraiser is continually editing and updating the tax roll. This website may not reflect the most current information on record. The Property Appraiser and Miami -Dade County assumes no liability, see full disclaimer and User Agreement at http://www.miamidade.gov/info/disclaimer.asp Version: Exhibit B {00011414. DOCX. 11 Green Reuse Area Designation Eligibility Statement Parkview Apartments Green Reuse Area 5601-5645 SW 81h Street, Miami, Florida 33134 Folio Numbers: 01-4106-011-1790, 01-4106-011-1810, and 01-4106-011-1860 Richman Parkview Gables Development Partners, LLC ("Parkview'� proposes the rehabilitation and redevelopment of real property located at 5601-5645 SW 8th Street, Miami, Florida, 33134 Folio Numbers: 01-4106-011-1790, 01-4106-011-1810, and 01-4106-011-1860 (collectively, the "Subject Property', as a multifamily residential rental community consisting of 120 total units to be called Parkview Gables Apartments. When fully redeveloped, Parkview Gables Apartments will consist of one, 11-story building attached to an amenity area to function for leasing, management, and resident amenities, including a fitness center, clubroom, rooftop pool deck, and rooftop resident lounge (the "Project"). As demonstrated herein, the Project meets all five of the applicable designation criteria set forth at Section 376.80(2)(c), Florida Statutes.' In addition, the Subject Property meets the definition of a "brownfield site" pursuant to Section 376.79(4), Florida Statutes. I. Subject Property Satisfies the Statutory Criteria for Designation 1. Agreement to Redevelop the Brownfield Site. As the first requirement for designation, Florida Statutes � 376.80(2)(c)(1) provides that "[a] person who owns or controls a potential brownfield site is requesting the designation and has agreed to rehabilitate and redevelop the brownfield site." Parkview satisfies this criterion in that it controls the Subject Pmpery by virtue of two Purchase and Sale Agreements (`2'SAs'): (i) a PSA with Outline Holdings, LLC, dated July 26, 2021, and (ii) a PSA with 5601, LLC, dated October 20, 2021. Parkview further satisfies this criterion in that it has agreed to redevelop and rehabilitate the Subject Pmperty.2 Accordingly, Parkview meets this first criterion. 2. Economic Productivity. As the second requirement for designation, Florida Statutes 376.80(2) (c) (2) provides that "[t]he rehabilitation and redevelopment of the proposed brownfield site will result in economic productivity of the area, along with the creation of at least 5 new permanent jobs at the brownfield site that are full-time equivalent positions not associated with the implementation of the rehabilitation agreement or an agreement and that are not associated with redevelopment project demolition or construction activities pursuant to the redevelopment of the proposed brownfield site or area. However, the job creation requirement shall not apply to the rehabilitation and redevelopment of a brownfield site that will provide affordable housing as defined in s. 420.0004 or the creation of recreational areas, conservation areas, or parks." Parkview satisfies this criterion in that the Project will result in significant economic productivity of the area. The budget for rehabilitation and redevelopment is approximately .$41 million, which will be spent in material part on local labor, contractors, consultants, construction materials, furnishings, infrastructure improvements, and impact fees. This work will support numerous temporary construction jobs during redevelopment and the construction workers will spend a percentage of their salaries with local merchants who, in turn, will reinvest locally in their respective businesses, as well as the businesses of other local merchants. Additionally, the recogni-Zed literature regarding the local benefits produced by the development of multifamily housing developments shows that this type of development substantially contributes to the economic productivity of an area in the form of increaseelpmpero taxes, stimulation of the local economy by residents, and transformation of vacant land into economically productive communities. ' A copy of § 376.80, Florida Statutes, can be found at Attachment A to this Eligibility Statement. 2 See Attachment B for the PSA with Outline Holdings, LLC and its two subsequent amendments; and see Attachment C for the PSA with 5601, LLC. Also enclosed are a letter of consent signed by Outline Holdings, LLC at Attachment D and a letter of consent signed by 5601, LLC at Attachment E. {00050275.DOCK 2 1 For example, in The National Association of Home Builders' (`NAHB) landmark study, The Economic Impact of Home Building in a Typical Local Area,3 NAHB published models that estimate the local economic benefits of single-family and multifamily developments. These models capture the effect of the construction activity itself, the positive economic ripple effect that occurs when income earned from construction activity is spent and recycled in the local economy, and the ongoing beneficial impacts that result from the new apartments becoming occupied by residents. On a quantitative basis, the results are even more impressive. According to the NAHB report, the estimated one year impacts of building 100 multifamily residential rental apartments include the following: ➢ $11.7 million in local income ➢ 161 local jobs According to the report, these one year impacts include both the direct and indirect impact of the construction activity itself, and the impact of local residents who earn money from the construction activity spendingpart of it within the local area's economy. Moreover, on a recurring basi ,the economic impacts of building 100 multifamily residential rental apartments include the following: ➢ }$2.6 million in local income ➢ 44localjobs Extrapolating the NAHB model data to the redevelopmentplanned for the Subject Pmpery, theyear of construction and annual recurring impacts based on 120 would be as follows: Economic Productivity for Parkview Apartments Development — Year of Construction $14 million in local income 193 local jobs Economic Productivity for Parkview Apartments Development — Annually Recurring $3.1 million in local income 53 local jobs In addition to the significant economic productivity to be generated by the Project's residential component alone, the Project is anticipated to create up to S permanent, full-time equivalent (`FTE') positions not associated with the implementation of the rehabilitation agreement and not associated with redevelopmentprvject demolition or construction activities. This includes permanent jobs that will facilitate operation of the development itself including a property manager, two leasing agents, a maintenance supervisor, and a maintenance technician. Suchjob creation will result in the payment of significantpayroll taxes and salaries, thereby benefitting the local economy and increasing the economic productivity of the area. For the reasons discussed herein, Parkview meets this second criterion. 3. Consistency with Local Comprehensive Plan and Permittable Use under Local Land Development Regulations. As the third requirement for designation, Florida Statutes 5 376.80(2)(c)(3) provides that "[t]he redevelopment of the proposed brownfield site is consistent with the local comprehensive plan and is a permittable use under the applicable local land development regulations." Parkview satisfies this criterion in that the Subject Property i located in an Urban Core Zone Open District T6-8-O Zoning district and has a land use designation of General Commercial. Both the T6-8-0 Zoning district and the Commercal land use designations allow residential development of the type planned by Parkview at a density of up to 1 SO units per acre and maximum 3 A complete copy of the NAHB report may be accessed here: htWs://www.nahb.org/-/media/NAHB/news-and- economics /docs /housing -economics /economic-impact/economic-impact-local-area-2015.pdf 100050275.DOCX. 2 1 2 height of 12 stories.4 The Subject Property's approximately 0.795-acre area places the 120 units in an 11-story buildingplanned for the Project within this range and, according, the Project as described above is specifically permitted by Code. Accordingy, the redevelopment is consistent with the local comprehensive plan and local land development regulations. 4. Public Notice and Comment. Florida Statutes 5 376.80(2)(c)(4) stipulates that "[n]otice of the proposed rehabilitation of the brownfield area has been provided to neighbors and nearby residents of the proposed area to be designated, and the person proposing the area for designation has afforded to those receiving notice the opportunity for comments and suggestions about rehabilitation. Notice pursuant to this subsection must be posted in the affected area." Additional notice requirements pertaining to applicants other than a governmental entity can be found at Florida Statutes � 376.80(1)(c)(4)(b) and consist of publication in a newspaper of general circulation in the area, publication in ethnic newspapers or local community bulletins, and announcement at a scheduled meeting of the local governing body before the actual public hearing. Parkview satisfies all applicable notice and opportunity to comment requirements established by Florida Statutes g376.80(2)(c)(4) and g 376.80(1)(c)(4)(b) as fohows. 0 notice will be posted at the Subject Property; (ii) notice will be published in the Miami Herald- (iii) notice null be published in the City of Miami bulletin section of Craigslist; and (iv) a virtual community meeting mill be held, date to be announced using a video and teleconferencingplatform. All notices will contain substantially the following narrative: Notice of Community Meeting and Public Hearings for Proposed Brownfield Area Designation Pursuant to Florida's Brownfields Redevelopment Act A virtual community meeting shall be conducted, date to be announced, for the purpose of affording interested parties the opportunity to provide comments and suggestions about the potential designation of property located at 5601-5645 S1V 8th Street, Miami, Florida, 33134, Parcel ID Numbers: 014106-011-1790, 01- 4106-011-1810, and 014106-011-1860 as a Given Reuse Area pursuant to Section 376.80(2)(c), Florida Statutes. The virtual community meeting, to be held using a free video and teleconferencing platform, will also address future development and rehabilitation activities planned for the site by the designation applicant, Richman Parkview Gables Development Partners, LLC. The virtual community meeting is free and open to all members of the public. Please register at httpsa l bit ly/richmanparktiew or call (305) 640-5300 before the meeting to receive virtual meeting access instructions. Two public hearings, dates to be announced, will be held at the City of Miami Commission Chambers. For more information regarding the community meeting and/or the public hearings, including dates for the public hearings, or to provide comments and suggestions regarding designation, development, or rehabilitation at any time before or after the community meeting and/orpublic hearings, please contact Michael R. Goldstein, who can be reached by telephone at (305) 777-1682, U.S. Mail at The Goldstein Environmental Law Firm, P.A., 2100 Ponce de Leon Boulevard, Suite 710, Coral Gables, FL 33134, and/or email at mgoldstein@goldsteinenvlaw.com. Proof of publication orpostin,P, as appropriate, will be provided to the City. 5. Reasonable Financial Assurance. As the fifth requirement for designation, Florida Statutes 376.80(2)(c)(5) provides that "[t]he person proposing the area for designation has provided reasonable 4 See 6 5.6, Miami 21 Zoning Code. Parkview will also be taking advantage of the additional height afforded by the Miami 21 Zoning Code's Public Benefits Program. {00050275.DOCX. 2 } assurance that he or she has sufficient financial resources to implement and complete the rehabilitation agreement and redevelopment plan." The total capital budget of approximately }$41 million for the Project is to be fully funded through a combination of debt and the financial resources of Parkney) s Principal, the Richman Group of Florida, Inc. (`Richman').-' Richman is a sophisticated, experienced, and credentialed developer of residential communities. Richman is one of the nation's largest residential apartment owners with a portfolio of over 2,000 properties and 166,000 units representing over $28 billion in total development costs in 49 states and 4 U.S. territories. The success of previous projects, the magnitude of the capital previously raised, the quality of the development previously achieved, and the resources of its principal provide reasonable assurances that Parkview has sufficient financial resources to implement and complete the rehabilitation agreement and redevelopmentplan. It therefore satisfies this fifth criterion. II. Subject Property Meets the Definition of Brownfield Site Section 376.79(4), Florida Statutes, defines "brownfield site" to mean ". .. real property, the expansion, redevelopment, or reuse of which may be complicated by actual or perceived environmental contamination." The facts here evidence that the Subject Property falls within the definition of the term "brownfield site" in that actual contamination exists on the Subject Property that has complicated redevelopment for Parkview. Specifically, concentrations of arsenic and lead above the Direct Exposure Residential Soil Cleanup Target Levels ("SCTLs") are documented in the soil on the property, likely a result of the Subject Property's historical use for automotive repair. In 2012, the Miami -Dade County Department of Regulatory and Economic Resources, Division of Environmental Resources Management ("DERM'� issued a Notice of Violation and Order for Corrective Action to the former automotive repair business operating at the Subject Property in relation to reported industrial waste discharges to an on -site storm drainage SySteru.6 Requested environmental testing conducted on -site and submission of reports remain incomplete. The auto repair shop's historical handling of industrial wastes like lead -acid batteries and spent -antifreeze with lead is the likely source of contamination. The existing arsenic and lead contaminations on the Subject Property have complicated redevelopment efforts for Parkview by imposing design and construction changes on the Subject Property that would not be required but for the presence of contamination.' The contamination increases Parkview's exposure to environmental and regulatory liability with respect to the Project and makes it materially more expensive and time consuming to move forward with the Project. The continued investigation and remediation of contamination itself adds yet another major level of complexity as it would require close and constant oversight by DERM. The regulatory process associated with remediation can be lengthy, complicated, uncertain, and without guaranteed end points. Accordingly, Parkview has no assurance that as it moves forward with the Project the total cost of cleanup will not in fact ultimately exceed what is currently projected. Such uncertainty constitutes an acute form of 5 See Attachment F for a letter from Richman's Executive Vice President stating that Parkview has the financial resources available to cover remaining redevelopment costs and ensure completion of the Project. 6 DERM's regulatory file for the Subject Property may be accessed at the following link: https://ecmrer.mianlidade.gov/hpi/search/default/proc document/paramName=cs casenumber¶mValue=iw5- 07622¶mType=property[12aramName=proc document¶mValue=proc document&12aramType=1We&12ageN umber=l&sortAttr=cs folio&sortOrder=-1. 7 One such design change required due to the presence of contaminated soil is rethinking of how stormwater is managed at the property and how stormwater structures, such as dry detention ponds, swales, and exfiltration trenches are built and operated. State law, for example, will not allow stormwater to drain through contaminated soil or into groundwater in a way that spreads an existing groundwater plume. This concern has become so acute that the Florida Department of Environmental Protection issued detailed guidance written to address this issue and help overcome the complexity posed by actual and potential contamination impacting redevelopment. The guidance document is enclosed at Attachment G. {00050275.DOCX. 2 1 4 redevelopment complexity that goes to the heart of the Florida Brownfield Program and underscores why incentives are so important for sites and projects exactly like this one. In sum, actual contamination on the Subject Property creates a material level of regulatory, construction, health, and legal liability risk, complicates redevelopment efforts, and requires significant time and money for environmental, engineering, and legal consultants to property investigate and address. Accordingly, this designation, if granted, will allow for Parkview to access limited but important state -based economic incentives to help underwrite the unanticipated and unbudgeted costs associated with managing the environmental risk as well as, generally, to put the Project to a more certain financial ground. In this sense, the designation will not only play a critical role in the successful redevelopment of the Subject Property, but also in the larger revitalization efforts for this area of the City of Miami. Based on all the foregoing, the Subject Property clearly falls within the definition of "brownfield site" as set forth in 5 376.79(4), Florida Statutes. III. Conclusion Parkview has demonstrated that the Subject Property meets the definition of a "brownfield site" and that it satisfies the five statutory criteria for designation. Accordingly, designation of the Subject Property as the Parkview Coral Apartments Green Reuse Area pursuant to � 376.80(2) (c), Florida Statutes, of Florida's Brownfields Redevelopment Act is appropriate. {00050275.DOCX. 2 } Attachment A {00011878.Docx. 11 2/2/22, 10:30 PM Statutes & Constitution :View Statutes : Online Sunshine The 2021 Florida Statutes Select Year: 2021 v Go Title XXVIII Chapter 376 View Entire NATURAL RESOURCES; CONSERVATION, POLLUTANT DISCHARGE PREVENTION Chapter RECLAMATION, AND USE AND REMOVAL 376.80 Brownfield program administration process.— (1) The following general procedures apply to brownfield designations: (a) The local government with jurisdiction over a proposed brownfield area shall designate such area pursuant to this section. (b) For a brownfield area designation proposed by: 1. The jurisdictional local government, the designation criteria under paragraph (2)(a) apply, except if the local government proposes to designate as a brownfield area a specified redevelopment area as provided in paragraph (2)(b). 2. Any person, other than a governmental entity, including, but not limited to, individuals, corporations, partnerships, limited liability companies, community -based organizations, or not -for -profit corporations, the designation criteria under paragraph (2)(c) apply. (c) Except as otherwise provided, the following provisions apply to all proposed brownfield area designations: 1. Notification to department following adoption. —A local government with jurisdiction over the brownfield area must notify the department, and, if applicable, the local pollution control program under s. 403.182, of its decision to designate a brownfield area for rehabilitation for the purposes of ss. 376.77-376.86. The notification must include a resolution adopted by the local government body. The local government shall notify the department, and, if applicable, the local pollution control program under s. 403.182, of the designation within 30 days after adoption of the resolution. 2. Resolution adoption. —The brownfield area designation must be carried out by a resolution adopted by the jurisdictional local government, which includes a map adequate to clearly delineate exactly which parcels are to be included in the brownfield area or alternatively a less -detailed map accompanied by a detailed legal description of the brownfield area. For municipalities, the governing body shall adopt the resolution in accordance with the procedures outlined in s. 166.041, except that the procedures for the public hearings on the proposed resolution must be in the form established in s. 166.041(3)(c)2. For counties, the governing body shall adopt the resolution in accordance with the procedures outlined in s. 125.66, except that the procedures for the public hearings on the proposed resolution shall be in the form established in s. 125.66(4)(b). 3. Right to be removed from proposed brownfield area. —If a property owner within the area proposed for designation by the local government requests in writing to have his or her property removed from the proposed designation, the local government shall grant the request. 4. Notice and public hearing requirements for designation of a proposed brownfield area outside a redevelopment area or by a nongovernmental entity. Compliance with the following provisions is required before designation of a proposed brownfield area under paragraph (2)(a) or paragraph (2)(c): a. At least one of the required public hearings shall be conducted as closely as is reasonably practicable to the area to be designated to provide an opportunity for public input on the size of the area, the objectives for rehabilitation, job opportunities and economic developments anticipated, neighborhood residents' considerations, and other relevant local concerns. www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0300-0399/0376/Sections/0376.80.htm1 1 /5 2/2/22, 10:30 PM Statutes & Constitution :View Statutes : Online Sunshine b. Notice of a public hearing must be made in a newspaper of general circulation in the area, must be made in ethnic newspapers or local community bulletins, must be posted in the affected area, and must be announced at a scheduled meeting of the local governing body before the actual public hearing. (2)(a) Local government -proposed brownfield area designation outside specified redevelopment areas. —If a local government proposes to designate a brownfield area that is outside a community redevelopment area, enterprise zone, empowerment zone, closed military base, or designated brownfield pilot project area, the local government shall provide notice, adopt the resolution, and conduct public hearings pursuant to paragraph (1)(c). At a public hearing to designate the proposed brownfield area, the local government must consider: 1. Whether the brownfield area warrants economic development and has a reasonable potential for such activities; 2. Whether the proposed area to be designated represents a reasonably focused approach and is not overly large in geographic coverage; 3. Whether the area has potential to interest the private sector in participating in rehabilitation; and 4. Whether the area contains sites or parts of sites suitable for limited recreational open space, cultural, or historical preservation purposes. (b) Local government -proposed brownfield area designation within specified redevelopment areas. —Paragraph (a) does not apply to a proposed brownfield area if the local government proposes to designate the brownfield area inside a community redevelopment area, enterprise zone, empowerment zone, closed military base, or designated brownfield pilot project area and the local government complies with paragraph (1)(c). (c) Brownfield area designation proposed by persons other than o governmental entity. —For designation of a brownfield area that is proposed by a person other than the local government, the local government with jurisdiction over the proposed brownfield area shall provide notice and adopt a resolution to designate the brownfield area pursuant to paragraph (1)(c) if, at the public hearing to adopt the resolution, the person establishes all of the following: 1. A person who owns or controls a potential brownfield site is requesting the designation and has agreed to rehabilitate and redevelop the brownfield site. 2. The rehabilitation and redevelopment of the proposed brownfield site will result in economic productivity of the area, along with the creation of at least 5 new permanent jobs at the brownfield site that are full-time equivalent positions not associated with the implementation of the brownfield site rehabilitation agreement and that are not associated with redevelopment project demolition or construction activities pursuant to the redevelopment of the proposed brownfield site or area. However, the job creation requirement does not apply to the rehabilitation and redevelopment of a brownfield site that will provide affordable housing as defined in s. 420.0004 or the creation of recreational areas, conservation areas, or parks. 3. The redevelopment of the proposed brownfield site is consistent with the local comprehensive plan and is a permittable use under the applicable local land development regulations. 4. Notice of the proposed rehabilitation of the brownfield area has been provided to neighbors and nearby residents of the proposed area to be designated pursuant to paragraph (1)(c), and the person proposing the area for designation has afforded to those receiving notice the opportunity for comments and suggestions about rehabilitation. Notice pursuant to this subparagraph must be posted in the affected area. 5. The person proposing the area for designation has provided reasonable assurance that he or she has sufficient financial resources to implement and complete the rehabilitation agreement and redevelopment of the brownfield site. (d) Negotiation of brownfield site rehabilitation agreement. —The designation of a brownfield area and the identification of a person responsible for brownfield site rehabilitation simply entitles the identified person to negotiate a brownfield site rehabilitation agreement with the department or approved local pollution control program. (3) When there is a person responsible for brownfield site rehabilitation, the local government must notify the department of the identity of that person. If the agency or person who will be responsible for the coordination www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0300-0399/0376/Sections/0376.80.htm1 2/5 2/2/22, 10:30 PM Statutes & Constitution :View Statutes : Online Sunshine changes during the approval process specified in subsections (4), (5), and (6), the department or the affected approved local pollution control program must notify the affected local government when the change occurs. (4) Local governments or persons responsible for rehabilitation and redevelopment of brownfield areas must establish an advisory committee or use an existing advisory committee that has formally expressed its intent to address redevelopment of the specific brownfield area for the purpose of improving public participation and receiving public comments on rehabilitation and redevelopment of the brownfield area, future land use, local employment opportunities, community safety, and environmental justice. Such advisory committee should include residents within or adjacent to the brownfield area, businesses operating within the brownfield area, and others deemed appropriate. The person responsible for brownfield site rehabilitation must notify the advisory committee of the intent to rehabilitate and redevelop the site before executing the brownfield site rehabilitation agreement, and provide the committee with a copy of the draft plan for site rehabilitation which addresses elements required by subsection (5). This includes disclosing potential reuse of the property as well as site rehabilitation activities, if any, to be performed. The advisory committee shall review any proposed redevelopment agreements prepared pursuant to paragraph (5)(i) and provide comments, if appropriate, to the board of the local government with jurisdiction over the brownfield area. The advisory committee must receive a copy of the executed brownfield site rehabilitation agreement. When the person responsible for brownfield site rehabilitation submits a site assessment report or the technical document containing the proposed course of action following site assessment to the department or the local pollution control program for review, the person responsible for brownfield site rehabilitation must hold a meeting or attend a regularly scheduled meeting to inform the advisory committee of the findings and recommendations in the site assessment report or the technical document containing the proposed course of action following site assessment. (5) The person responsible for brownfield site rehabilitation must enter into a brownfield site rehabilitation agreement with the department or an approved local pollution control program if actual contamination exists at the brownfield site. The brownfield site rehabilitation agreement must include: (a) A brownfield site rehabilitation schedule, including milestones for completion of site rehabilitation tasks and submittal of technical reports and rehabilitation plans as agreed upon by the parties to the agreement. (b) A commitment to conduct site rehabilitation activities under the observation of professional engineers or geologists who are registered in accordance with the requirements of chapter 471 or chapter 492, respectively. Submittals provided by the person responsible for brownfield site rehabilitation must be signed and sealed by a professional engineer registered under chapter 471, or a professional geologist registered under chapter 492, certifying that the submittal and associated work comply with the law and rules of the department and those governing the profession. In addition, upon completion of the approved remedial action, the department shall require a professional engineer registered under chapter 471 or a professional geologist registered under chapter 492 to certify that the corrective action was, to the best of his or her knowledge, completed in substantial conformance with the plans and specifications approved by the department. (c) A commitment to conduct site rehabilitation in accordance with department quality assurance rules. (d) A commitment to conduct site rehabilitation consistent with state, federal, and local laws and consistent with the brownfield site contamination cleanup criteria in s. 376.81, including any applicable requirements for risk -based corrective action. (e) Timeframes for the department's review of technical reports and plans submitted in accordance with the agreement. The department shall make every effort to adhere to established agency goals for reasonable timeframes for review of such documents. (f) A commitment to secure site access for the department or approved local pollution control program to all brownfield sites within the eligible brownfield area for activities associated with site rehabilitation. (g) Other provisions that the person responsible for brownfield site rehabilitation and the department agree upon, that are consistent with ss. 376.77-376.86, and that will improve or enhance the brownfield site rehabilitation process. (h) A commitment to consider appropriate pollution prevention measures and to implement those that the person responsible for brownfield site rehabilitation determines are reasonable and cost-effective, taking into www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0300-0399/0376/Sections/0376.80.htm1 3/5 2/2/22, 10:30 PM Statutes & Constitution :View Statutes : Online Sunshine account the ultimate use or uses of the brownfield site. Such measures may include improved inventory or production controls and procedures for preventing loss, spills, and leaks of hazardous waste and materials, and include goals for the reduction of releases of toxic materials. (i) Certification that the person responsible for brownfield site rehabilitation has consulted with the local government with jurisdiction over the brownfield area about the proposed redevelopment of the brownfield site, that the local government is in agreement with or approves the proposed redevelopment, and that the proposed redevelopment complies with applicable laws and requirements for such redevelopment. Certification shall be accomplished by referencing or providing a legally recorded or officially approved land use or site plan, a development order or approval, a building permit, or a similar official document issued by the local government that reflects the local government's approval of proposed redevelopment of the brownfield site; providing a copy of the local government resolution designating the brownfield area that contains the proposed redevelopment of the brownfield site; or providing a letter from the local government that describes the proposed redevelopment of the brownfield site and expresses the local government's agreement with or approval of the proposed redevelopment. (6) Any contractor performing site rehabilitation program tasks must demonstrate to the department that the contractor: (a) Meets all certification and license requirements imposed by law; and (b) Will conduct sample collection and analyses pursuant to department rules. (7) During the cleanup process, if the department or local program fails to complete review of a technical document within the timeframe specified in the brownfield site rehabilitation agreement, the person responsible for brownfield site rehabilitation may proceed to the next site rehabilitation task. However, the person responsible for brownfield site rehabilitation does so at its own risk and may be required by the department or local program to complete additional work on a previous task. Exceptions to this subsection include requests for "no further action," "monitoring only proposals," and feasibility studies, which must be approved prior to implementation. (8) If the person responsible for brownfield site rehabilitation fails to comply with the brownfield site rehabilitation agreement, the department shall allow 90 days for the person responsible for brownfield site rehabilitation to return to compliance with the provision at issue or to negotiate a modification to the brownfield site rehabilitation agreement with the department for good cause shown. If an imminent hazard exists, the 90-day grace period shall not apply. If the project is not returned to compliance with the brownfield site rehabilitation agreement and a modification cannot be negotiated, the immunity provisions of s. 376.82 are revoked. (9) The department is specifically authorized and encouraged to enter into delegation agreements with local pollution control programs approved under s. 403.182 to administer the brownfield program within their jurisdictions, thereby maximizing the integration of this process with the other local development processes needed to facilitate redevelopment of a brownfield area. When determining whether a delegation pursuant to this subsection of all or part of the brownfield program to a local pollution control program is appropriate, the department shall consider the following. The local pollution control program must: (a) Have and maintain the administrative organization, staff, and financial and other resources to effectively and efficiently implement and enforce the statutory requirements of the delegated brownfield program; and (b) Provide for the enforcement of the requirements of the delegated brownfield program, and for notice and a right to challenge governmental action, by appropriate administrative and judicial process, which shall be specified in the delegation. The local pollution control program shall not be delegated authority to take action on or to make decisions regarding any brownfield site on land owned by the local government. Any delegation agreement entered into pursuant to this subsection shall contain such terms and conditions necessary to ensure the effective and efficient administration and enforcement of the statutory requirements of the brownfield program as established by the act and the relevant rules and other criteria of the department. (10) Local governments are encouraged to use the full range of economic and tax incentives available to facilitate and promote the rehabilitation of brownfield areas, to help eliminate the public health and www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0300-0399/0376/Sections/0376.80.htm1 4/5 2/2/22, 10:30 PM Statutes & Constitution :View Statutes : Online Sunshine environmental hazards, and to promote the creation of jobs and economic development in these previously run- down, blighted, and underutilized areas. (11)(a) The Legislature finds and declares that: 1. Brownfield site rehabilitation and redevelopment can improve the overall health of a community and the quality of life for communities, including for individuals living in such communities. 2. The community health benefits of brownfield site rehabilitation and redevelopment should be better measured in order to achieve the legislative intent as expressed in s. 376.78. 3. There is a need in this state to define and better measure the community health benefits of brownfield site rehabilitation and redevelopment. 4. Funding sources should be established to support efforts by the state and local governments, in collaboration with local health departments, community health providers, and nonprofit organizations, to evaluate the community health benefits of brownfield site rehabilitation and redevelopment. (b) Local governments may and are encouraged to evaluate the community health benefits and effects of brownfield site rehabilitation and redevelopment in connection with brownfield areas located within their jurisdictions. Factors that may be evaluated and monitored before and after brownfield site rehabilitation and redevelopment include, but are not limited to: 1. Health status, disease distribution, and quality of life measures regarding populations living in or around brownfield sites that have been rehabilitated and redeveloped. 2. Access to primary and other health care or health services for persons living in or around brownfield sites that have been rehabilitated and redeveloped. 3. Any new or increased access to open, green, park, or other recreational spaces that provide recreational opportunities for individuals living in or around brownfield sites that have been rehabilitated and redeveloped. 4. Other factors described in rules adopted by the Department of Environmental Protection or the Department of Health, as applicable. (c) The Department of Health may and is encouraged to assist local governments, in collaboration with local health departments, community health providers, and nonprofit organizations, in evaluating the community health benefits of brownfield site rehabilitation and redevelopment. (12) A local government that designates a brownfield area pursuant to this section is not required to use the term "brownfield area" within the name of the brownfield area designated by the local government. History.—s. 4, ch. 97-277; s. 3, ch. 98-75; s. 11, ch. 2000-317; s. 2, ch. 2004-40; s. 44, ch. 2005-2; s. 7, ch. 2006-291; s. 5, ch. 2008- 239; s. 2, ch. 2014-114. Copyright © 1995-2022 The Florida Legislature • Privacy Statement • Contact Us www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0300-0399/0376/Sections/0376.80.htm1 5/5 Attachment B {00011878.Docx. 11 DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT ("Agreement") is made as of the Effective Date (as defined below) by and between OUTLINE HOLDINGS LLC, a Florida limited liability company ("Seller") and THE RICHMAN GROUP OF FLORIDA, INC., a Florida corporation, and/or its assigns ("Purchaser"). WHEREAS, Seller and Purchaser have entered into that certain Purchase and Sale Agreement of even date herewith, a copy of which is attached hereto as Exhibit A (the "9% PSA"). All defined terms set forth in the 9% PSA shall have the same meanings herein. WHEREAS, in the event Purchaser has not terminated the 9% PSA during the Inspection Period or any other provision of the 9% PSA as set forth in the 9% PSA, Purchaser shall apply for the Funding Approval as provided in Section 8(b) of the 9% PSA. If Purchaser is not successful in obtaining the Funding Approval as set forth in Section 8(b) of the 9% PSA prior to the expiration of the Funding Deadline, and Purchaser sends a termination of the 9% PSA, the parties desire for such termination to automatically establish the Commencement Date of this Agreement ("Commencement Date"), on the terms set forth herein. In consideration of the mutual promises hereinafter set forth, Seller and Purchaser mutually agree as follows: 1. Purchase and Sale. Seller agrees to sell and convey and Purchaser agrees to purchase all of those certain tracts and parcels of land owned by Seller as described on Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter described as the "Property"), located in Miami -Dade County, Florida, upon which Purchaser intends to construct a multifamily residential project together with related amenities and accessory uses (the "Contemplated Improvements"). This Agreement shall commence upon the Commencement Date. In the event (i) the Commencement Date does not occur on or before December 31, 2021 or (ii) Purchaser obtains the Funding Approval as provided in Section 8(b) of the 9% PSA., this Agreement shall be null and void and of no further force or effect. 2. Purchase Price; Consideration. a. The purchase price for the Property ("Purchase Price"), which Purchaser agrees to pay and Seller agrees to accept, is Five Million Nine Hundred Thirty Five Thousand and No/100 Dollars ($5,935,000.00), subject to the credits, prorations, and adjustments herein set forth. The Purchase Price shall be payable as follows: the First Deposit and the Second Deposit shall remain in escrow pursuant to the terms of the 9% PSA until the Closing as set forth herein. The Deposit shall be applied to the Purchase Price at Closing, and Purchaser shall pay to Seller the balance of the Purchase Price, subject to credits, adjustments and prorations as herein provided, by a cashier's check or by wire transfer of United States Dollars. The Deposits, the Monthly Payments, and any other payments made prior to Closing by Purchaser are applicable to the Purchase Price at Closing b. Seller is entering into this Agreement in consideration of the premises and the mutual covenants and agreements hereinafter and herein set forth and other consideration, 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 including, without limitation, the First Deposit delivered under the 9% PSA, and Purchaser's anticipated efforts hereunder in connection with attempting to acquire the fee interest in the Property in accordance with the terms and conditions herein, which efforts will benefit Seller and the Property regardless of whether Seller and Purchaser close on the sale of the Property pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Purchaser agrees that, if this Agreement is terminated or deemed null and void for any reason, the Escrow Agent shall pay to Seller One Hundred and No/100 Dollars ($100.00) of the Deposits (the "Independent Contract Consideration"). Seller and Purchaser hereby acknowledge and agree that the Independent Contract Consideration has been bargained for and agreed to as consideration for Seller's execution and delivery of this Agreement and for permitting Purchaser to inspect the Property and the books and records relating thereto. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided in this Agreement and is nonrefundable in all events. 3. Inspections. Commencing with the Commencement Date of this Agreement, the right of entry and investigation granted herein shall continue unabated through Closing. a. Insurance. Prior to entering upon the Property, Purchaser shall have maintained the insurance required under the 9% PSA. e. Confidentiality. All information obtained by Purchaser during the term of the 9% PSA and this Agreement until Closing shall be kept confidential except for disclosures to such professionals and governmental entities as may be required in connection with Purchaser's investigation and acquisition of the Property or as otherwise set forth herein. f. Indemnification. All of Purchaser's inspections shall be at Purchaser's sole cost and expense, and shall be performed in a manner so as not to unreasonably interfere with Seller's interest in the Property. Purchaser shall remove or bond any lien of any type which attaches to the Property as a result of any Purchaser's inspections. Upon completion of any inspections, Purchaser shall restore any damage to the Property caused by such inspections. Purchaser hereby indemnifies and holds Seller and its shareholders, officers, employees, agents, members, guests and other invitees harmless from all injury, damage, loss, cost or expense, including, but not limited to, reasonable attorneys' fees and court costs resulting from Purchaser's inspections. The indemnity obligations of this Section shall survive Closing or earlier termination of this Agreement for a period of one (1) year. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN OR IN THE DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING, SELLER HAS NOT MADE, AND SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF ANY KIND OR CHARACTER REGARDING ANY ASPECT OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, NATURE, QUALITY, CONSTRUCTION, PHYSICAL CONDITION OF THE PROPERTY, (B) THE EXISTENCE OF MOLDS, MILDEW, SPORES, FUNGI AND/OR TOXINS IN OR ON THE PROPERTY, (C) THE INCOME TO BE DERIVED THEREFROM, (D) THE SUITABILITY OF THE PROPERTY FOR ANY ACTIVITY OR USE WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (E) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR 2 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (F) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE OF THE PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE THEREIN, THEREON OR THEREUNDER OF HAZARDOUS MATERIALS. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT REGARDING THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATIONS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW THE SALE PROVIDED FOR HEREIN IS MADE ON AN AS -IS, WHERE -IS BASIS WITH ALL FAULTS. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. FURTHERMORE, EXCEPT FOR ANY CLAIM THE PURCHASER MAY HAVE AS A RESULT OF THE BREACH BY THE SELLER OF ANY TERM, CONDITION, COVENANT OF THIS AGREEMENT, PURCHASER DOES HEREBY RELEASE AND FOREVER DISCHARGE SELLER FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS AND DEMANDS FOR, UPON OR BY REASON OF ANY DAMAGE, LOSS OR INJURY WHICH HERETOFORE HAVE BEEN OR WHICH HEREAFTER MAY BE SUSTAINED BY PURCHASER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE, LOSS, OR INJURY RESULTING FROM OR ARISING OUT OF THE PRESENCE OF ANY HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION ON OR IN THE VICINITY OF THE PROPERTY, INCLUDING THE INTERIOR, THE SOIL AND/OR GROUNDWATER (HEREINAFTER REFERRED TO AS THE "CLAIMS"). THIS RELEASE APPLIES TO ALL SUCH CLAIMS WHETHER THE ACTIONS CAUSING THE PRESENCE OF HAZARDOUS MATERIALS ON OR IN THE VICINITY OF THE PROPERTY OCCURRED BEFORE OR AFTER THE CLOSING. THE TERMS HEREOF SHALL SURVIVE CLOSING. 4. Title Insurance/Survey. a. The terms and conditions set forth in the 9% PSA regarding the Title Commitment and Survey shall remain in effect from the Commencement Date of this Agreement. 5. Covenants of Seller; Operation of the Property. Seller hereby covenants and agrees that from and after the Commencement Date: a. Seller will not, without the Purchaser's prior written consent, create by its consent any encumbrances on the Property. For purposes of this provision the term 3 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 "encumbrances" shall include, but not be limited to, any liens, claims, options, or other encumbrances, encroachments, rights -of -way, easements, covenants, leases, conditions or restrictions. b. Seller shall pay all assessments and taxes prior to becoming delinquent. C. Seller will not create or consent to the creation of any special taxing districts or associations with the authority to impose taxes, liens or assessments on the Property. d. Seller shall take no action with respect to the Property that would materially alter or affect any of the material representations or warranties of Seller under this Agreement or which would in any manner affect Purchaser's future use and development of the Property. e. Seller shall maintain the Property in its current condition (reasonable wear and tear expected) and shall not take any action that could or will adversely affect the value of the Property or materially alter the condition of the Property. f. At Closing, Seller shall provide the Property free of occupancy or possession by Seller or any third party or tenant and shall have closed out all utility accounts as of the day prior to Closing. Prior to Closing, Seller shall cure all code violations affecting the Property, including but not limited to the violations listed in Exhibit C attached hereto, and remove any municipal liens from the Property. In the event the existence of any code violation prevents Purchaser from processing any governmental approval, Seller shall cure such violation within twenty (20) days after written notice from Purchaser. 6. Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser and covenants and agrees with Purchaser as follows: a. Except as referenced in Exhibit "B", Seller has not entered into any contracts, subcontracts, arrangements, leases, licenses, concessions, easements, or other agreements, either recorded or unrecorded, written or oral, affecting all, or any portion of, or any interest in the Property, which will not have been terminated or expired prior to Closing; b. Except as referenced in Exhibit "C", to the best of Seller's knowledge, Seller has received no written notice of any of the following: (1) existing or pending improvement or special assessment liens affecting the Property; (2) violations of building codes and/or zoning ordinances or other governmental or regulatory laws, ordinances, regulations, orders or requirements affecting the Property; (3) existing, pending or threatened lawsuits, or appeals of prior lawsuits, affecting the Property; (4) existing, pending or threatened condemnation proceedings affecting the Property; (5) existing, pending or threatened zoning, building or other moratoria, downzoning petitions, proceedings, restrictive allocations or similar matters that could adversely affect the development of the Contemplated Improvements on the Property; or (6) unrecorded easements, restrictions or encumbrances affecting all or any part of the Property; C. To the best of Seller's knowledge, and except for the DERM matter set forth in Section 7.g. herein, Seller has used, manufactured, stored, or released any "Hazardous 4 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 Materials" (as hereinafter defined) on, in or around the Property. As used herein, "Hazardous Materials" shall mean petroleum and petroleum based products and any other substance or material, the use, manufacture, storage, release or presence of which in land, water or elsewhere in the environment is limited, prohibited or in any other way regulated by any federal, state or local law, ordinance, rule or regulation. Seller further represents and warrants that, to the best of Seller's knowledge, no portion of the Property has ever been used as a landfill or a dump; d. To the best of Seller's knowledge, there are no agreements currently in effect which prohibit or restrict the sale of the Property; e. Seller has the right, power and authority to execute and deliver this Agreement, to perform each and every obligation of Seller hereunder, and to consummate the transactions contemplated by it; neither the execution and delivery of this Agreement, and neither the performance or consummation of the obligations and transactions contemplated by it, nor the fulfillment of, nor the compliance with, the terms, conditions and provisions of this Agreement will conflict with, or result in a violation or breach of, any relevant law, or any other instrument or agreement of any nature to which Seller is a party or by which it is bound or may be affected, or constitute (with or without the giving of notice or the passage of time) a default under such an instrument or agreement; no consent, approval, authorization or order of any person is required with respect to the execution or delivery of this Agreement or the performance and consummation of the transactions contemplated by this Agreement; f. The Property is currently zoned T6-8 Open Urban Core; g. Seller has disclosed to Purchaser that the Property may become subject to an agreement with the Miami -Dade County Department of Environmental Resources Management. This agreement will be recorded in the public records and shall provide for certain limitations on the Property. After the expiration of the Funding Approval Deadline, Seller shall not enter into any agreement with DERM without the prior written consent of the Purchaser which such consent shall not be unreasonably withheld, conditioned or delayed; h. Seller has disclosed to Purchaser that Seller has applied for permits for construction of building on Property. Seller shall close any such permits at or prior to Closing. At Purchaser's written request, Seller shall assign any such permits and related documents; provided Purchaser reimburses Seller for any and all expenses related to the same; i. To Seller's actual knowledge, all utilities, including, without limitation, water, sewer, electricity, telephone, gas and cable television which are necessary or desirable and in the capacities or size required for development of the Property are available at or near the boundaries of the Property at the rates generally chargeable to developers in the County in which the Property is located; j. Seller has received no notice of and to its actual knowledge there is no violation of any law, regulation, ordinance, order or judgment affecting the Property; Purchaser hereby represents and warrants to Seller and covenants and agrees with Seller as follows: 5 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 (a) Purchaser is duly formed, validly existing and in good standing under the laws of its state of formation, and it has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by Purchaser 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 against Purchaser in accordance with its terms and conditions. (c) Purchaser 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 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 Purchaser's property or interests is subject to being "blocked" under any Anti - Terrorism Laws, and neither Purchaser nor any person or entity holding any direct or indirect interest in Purchaser is in violation of any Anti -Terrorism Laws. The provisions of this Section 7 shall survive the Closing for a period of six (6) months. 7. Approvals. a. Government Approvals. Purchaser shall have the right and obligation to diligently pursue, at Purchaser's expense, the final issuance of site plan, permits, licenses and approvals for the development of the Property and construction of the Contemplated Improvements (collectively the "Government Approvals"). Seller shall make a good faith effort to cooperate, at no cost to Seller, with Purchaser's efforts to obtain the Government Approvals, including, but not limited to, agreeing to apply for, or join in any and all applications, permits, consents, zoning, land use, concurrency, platting and other permitting, etc., that may be required to be filed in connection with the Government Approvals. Purchaser shall pay all documented costs associated with obtaining the Government Approvals. Purchaser shall indemnify, defend and hold harmless Seller and Seller's officers, directors, agents and representatives, from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels) arising out of or in connection with Purchaser's efforts to obtain the Government Approvals. b. Intentionally deleted. 8. Closing Conditions. Purchaser's obligation to close this transaction shall be subject to the satisfaction of each of the following conditions on or before the Closing Date, as may be extended as provided herein: a. Seller shall not be in default under any material term, covenant or conditions of this Agreement. 6 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 b. Each of the representations and warranties of Seller set forth in this Agreement shall be true, complete and correct at the date of the Closing as if made at that time, and the Seller shall have delivered its certificate to such effect to Purchaser. C. There shall not be a sewer, water, building or other moratorium in effect which would interfere with the immediate construction and occupancy of Purchaser's Contemplated Improvements ("Moratorium"). d. Adequate public utilities are available at or near the Property in sufficient capacity to service the Contemplated Improvements. e. All utilities serving the Property shall have been paid in full and the service disconnected as of the day prior to the Closing. There shall be no tenants with any rights to possession of any portion of the Property. In the event that any of the foregoing conditions precedent to Closing have not been satisfied as of the Closing Date, Purchaser shall have the right to waive any or all of the foregoing conditions and close this transaction or Purchaser shall have the right to terminate the Agreement, and in such event the Deposit and all interest earned thereon shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except those obligations which survive termination of the Agreement. If at the time of Closing, there is a Moratorium in effect with respect to the Property, then at Purchaser's option (by written notice to Seller): (i) this Agreement shall be terminated and in such event the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except those obligations which survive termination of the Agreement; or (ii) the Closing Date may be extended to the earlier of twenty (20) days after the date the Moratorium is lifted or six (6) months from the scheduled Closing. If the Closing Date is extended and if the Moratorium is still in effect six (6) months from the scheduled Closing, then unless Purchaser waives the existence of such Moratorium as a Closing condition and elects to close this transaction, this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder, except those obligations which survive termination of the Agreement. If Purchaser waives such condition, the Closing shall take place within twenty (20) days after expiration of such six (6) month period. 9. Closing Documents. The Closing documents shall be provided by the parties as set forth below: a. Seller Deliveries. At Closing each Seller shall execute and/or deliver to Purchaser, in form reasonably acceptable to Purchaser: i. Special Warranty Deed. A special warranty deed in recordable form, duly executed by the Seller, conveying to the Purchaser good, marketable and insurable fee simple title to the Property subject only to the Permitted Exceptions, with the legal description provided in the Title Commitment. ii. Affidavit. An owner's and contractor's affidavit adequate for title insurance to be issued by the Title Company without exception for parties in possession, 7 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 mechanics' or materialmen's' liens and to permit the Title Company to delete the "gap" in the Title Commitment. iii. FIRPTA Affidavit. In order to comply with the requirements of the Foreign Investment Real Property Tax Act of 1980 ("FIRPTA"), Seller will deliver to Purchaser at Closing Seller's affidavit under penalty of perjury stating the Seller is not a "foreign person," as defined in Section 1445 of the Internal Revenue Code of 1986 and the U.S. Treasury Regulations thereunder, setting forth Seller's taxpayer identification number, and that Seller intends to file a United States income tax return with respect to the transfer. Seller represents and warrants to Purchaser that it has not made nor does Seller have any knowledge of any transfer of the Property or any part thereof that is subject to any provisions of FIRPTA that has not been fully complied with by either transferor or transferee. iv. Assignment of Impact Fee Credits. An assignment if required of the Impact Fee Credits. V. Seller Certificate. A duly executed certification that every representation and warranty of Seller under this Agreement is true and correct as of the Closing as if made by Seller at such time; vi. Authority Documents. Any and all documents reasonably requested by the Title Company in connection with Seller's authority to execute this Agreement, the deed and all other documents contemplated under this Agreement; vii. Closing Statement. A closing statement prepared by Escrow Agent setting forth all amounts paid, credited and otherwise due, payable and paid hereunder ("Closing Statement"); and viii. Title Documents. Such additional documents or instruments as may be reasonably required to effectuate the terms, conditions and provisions hereof and to carry out the intent of the parties hereto, or as may be reasonably required by the Title Company, so as to be able to delete at Closing all of the requirements of Schedule B-Section 1 of the Title Commitment and all of the standard printed exceptions (other than the exception for taxes and assessments for the current year not yet due and payable, and the survey exception, which shall be limited to the specific matters affecting the Property reflected on the Survey) from Schedule B-Section 2 of the Title Commitment, and to insure the gap between the effective date of the Title Commitment and the recording of the deed conveying title to the Property from Seller to Purchaser. b. Purchaser Deliveries. At Closing, Purchaser shall deliver to Seller: (i) Closing Statement. Closing Statement executed in counterpart; (ii) Payment. The Purchase Price (as adjusted for all credits, adjustments and prorations set forth in this Agreement). (iii) Other Documents. Such other documents as are reasonably necessary to consummate the transactions contemplated under this Agreement and such 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 corporate or authorizations, approvals and incumbencies as Purchaser or Title Company may reasonably require. 10. Closing/Closing Expenses. Except as otherwise provided herein, the consummation of the transactions described in this Agreement ("Closing') shall take place at the offices of Purchaser's counsel or by mail on or before January 15, 2022 ("Closing Date"). Purchaser shall have the right, in Purchaser's sole option, to establish the Closing Date for an earlier date, upon Purchaser's delivery of at least ten (10) days prior written notice to Seller of such earlier Closing Date. Purchaser shall have two (2) options to extend the Closing Date for thirty (30) days each, exercisable upon delivery of written notice from Purchaser to Seller and payment of an extension fee to Seller in the amount of Seventy -Five Thousand and 00/100 Dollars ($75,000.00) ("Extension Fee") for each such extension. The Extension Fees, when paid, shall be non-refundable and shall be applicable to the Purchase Price. a. Seller Costs. At Closing, Seller shall pay for the cost of state documentary stamps and surtax on the special warranty deed and for the recording of, and any and all other costs and expenses of obtaining, all title corrective instruments (if any). b. Purchaser Costs. At Closing, Purchaser shall pay the fee for recording the special warranty deed, the costs of the Survey, any and all costs and expenses of inspections and feasibility studies and reports incident to Purchaser's inspections, any and all costs related to any searches, and all title search fees and other costs pertaining to the Title Commitment and for the title insurance premium (including for any lender's insurance policy), at the Insurance Commissioner's Minimum Promulgated Rate, on the owner's title insurance policy to be issued to Purchaser pursuant to the Title Commitment in an amount equal to the Purchase Price. 11. Prorations. The following items shall be adjusted, apportioned, and allowed as of the Closing Date: a. Special Assessment Liens. If, on the Closing Date, the Property or any part thereof, shall be or shall have been affected by any certified, confirmed, and ratified special assessment liens, the same shall be paid and discharged by Seller. Pending liens shall be assumed by Purchaser; provided, however, that once the amount of a pending special assessment lien has been finally determined, the amount of the special assessment lien shall be prorated and Seller shall reimburse Purchaser for any amounts paid by Purchaser which are allocable to the period of time Seller owned the Property within thirty (30) days of Purchaser's delivery to Seller of the proration statement. b. Real Estate Taxes. If the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based upon the real estate taxes for the previous year at the maximum discount rate. If the Property is not assessed for real estate purposes as a separate parcel, but is part of a larger parcel, the taxes attributable to land shall be prorated on a per acre basis, however no taxes attributable to improvements shall be allocated to the Property which is vacant. If the tax rate is not fixed, or if the Property is not taxed as a separate parcel, as aforesaid, the parties agree to make an appropriate adjustment upon the issuance of the actual statement for the taxable year. Thus, if at the time of Closing, the taxes for the current year have not been finally determined, Seller or Purchaser, as the case may be, agree and if requested by the other 9 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 party to pay any balance later found to be due on the reproration of the actual taxes for the year in which the Closing occurred, within thirty (30) days of the determination thereof. C. Reprorations. In connection with the closing costs, expenses, and/or prorations calculated at Closing, some such figures may have been based on estimates determined at Closing. Except for the reproration for real estate taxes (which shall be reprorated in accordance with the preceding paragraph), if the actual costs, expenses, and/or prorations are greater than or less than such estimates, Seller and Purchaser, as applicable, will either be refunded or shall pay, as appropriate, the difference between the estimate and the actual amounts within fifteen (15) days following written request from the other party; provided that, except as otherwise expressly provided herein, if any written request in connection with such prorations is not delivered to the non -requesting party (in accordance with Section 16 herein) within sixty (60) days following the Closing, then the proration figures used at Closing shall be final and conclusive. d. Survival. The provisions of this Section 12 shall survive the Closing. 12. Condemnation. a. If the Property, or any part thereof, or any interest therein, shall be taken by eminent domain or condemned prior to the Closing Date, or if Seller shall receive any notice or knowledge that any agency or entity having the power of eminent domain is contemplating or is seeking the taking or condemnation of the Property, or any part thereof, or any interest therein, Seller shall promptly notify Purchaser thereof ("Condemnation Notice"). b. Subject to the provisions of subsections (c) and (dJ of this Section 13, Purchaser shall be entitled to the proceeds of any condemnation proceeding relating to any taking prior to or after the Closing Date. If the payment of such proceeds is received by the Seller prior to the Closing Date, the proceeds shall be delivered to Purchaser at Closing. If such proceeds are not delivered to the Purchaser on the Closing Date, there shall be a Closing adjustment under Section 3 in the amount of such proceeds. C. If a condemnation, eminent domain or other taking proceeding shall have been overtly threatened or commenced against the Property, or a material portion thereof (i.e., greater than 5% of the total Property area or materially affecting the ability to develop the Contemplated Improvements, in Purchaser's reasonable discretion) is taken by eminent domain prior to Closing, or an interest therein, then in any such event, Purchaser shall have the option within thirty (30) days after receiving each Condemnation Notice, either to: (i) notify Seller and Escrow Agent of Purchaser's election to terminate this Agreement in which case the Deposit, shall be returned to Purchaser and the parties shall thereafter be relieved of any further obligation or liability hereunder; or (ii) complete the sale without any adjustments to the Purchase Price, except that any and all condemnation awards which relate to the Property, or any portion thereof, or any interest therein, received by Seller before Closing in respect of such taking shall be paid to Purchaser on the Closing Date as a Closing adjustment, and Seller shall transfer and assign to Purchaser at Closing all of Seller's rights and interest in and to any such awards and any such proceeds, and all such proceeds and all such awards received by or payable to the Seller after Closing on account thereof shall be paid over to Purchaser as a post -closing adjustment under Section 3. Seller's obligation to transfer to Purchaser all such proceeds and all such awards 10 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 received by or paid to the Seller after Closing shall survive the Closing hereunder. If less than a material portion (i.e., less than 5% of the total Property area or not materially affecting the ability to develop the Contemplated Improvements, in Purchaser's reasonable discretion) of the Property is taken by eminent domain prior to Closing, Purchaser shall proceed with Closing without reduction of the Purchase Price, and Purchaser shall be entitled to all condemnation awards and settlements, if any. d. Notwithstanding anything in this Agreement to the contrary, unless Purchaser has elected to terminate this Agreement, as provided in subsection (c) above, the Closing Date shall be thirty (30) days after receiving any Condemnation Notice, or the date set forth in Section 11, whichever is later. e. The provisions of this Section 13 shall survive the Closing. 13. Broker. Seller and Purchaser represent and warrant each to the other that they have not dealt with any real estate broker, sales person or finder in connection with this transaction. Seller acknowledges that Seller worked with a broker in the past, and hereby specifically indemnifies and holds Purchaser and Escrow Agent harmless for any claims, loss, damages, fees, expenses, attorneys' fees and costs, and court fees that may be made by Optimar International Realty, or any other broker claiming a commission or finder fee in connection with this Agreement. In the event of any claim for a broker's or a finder's fee or commission in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each party shall defend, indemnify and hold harmless the other party from and against any such claim based upon any statement, representation or agreement of such party. The mutual indemnities and representations and warranties of each of Seller and Purchaser in this Section 14 shall survive the Closing. 14. Default. In the event that Purchaser shall fail to perform its obligations hereunder and such failure is through no fault or failure of Seller to comply with its obligations hereunder, Seller may, as its sole, exclusive and absolute remedy, terminate this Agreement and retain, as full and complete agreed upon liquidated damages, the Deposit , whereupon the parties shall be relieved of all further obligations under this Agreement, except for those obligations which expressly survive the termination of this Agreement. Seller and Purchaser agree that the actual damages to Seller in the event of such breach are impractical to ascertain as of the date of this Agreement and the amount of the Deposit is a reasonable estimate thereof. If Seller shall refuse to close, despite its obligation to close hereunder, or if any of the representations, warranties and covenants of Seller shall at any time on or before Closing be found to be false or misleading in any material respect, or if Seller is otherwise in default under the terms and provisions of this Agreement, Purchaser may: (i) terminate this Agreement and obtain the return of its Deposit whereupon the parties shall be released from all further obligations under this Agreement, except those obligations which are specifically stated to survive the termination of this transaction, or, alternatively, (ii) Purchaser may seek specific performance of Seller's obligations hereunder without seeking damages, unless specific performance is not available to Purchaser, in which case Purchaser may seek any other remedy available at law or equity. 15. Notice. All notices, consents, approvals, waivers and elections which any party shall be required or shall desire to make or give under this Agreement shall be in writing and 11 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 shall be sufficiently made or given only when delivered in person, or sent via nationwide overnight delivery service, or sent by facsimile or email: To Purchaser: Mr. William T. Fabbri THE RICHMAN GROUP OF FLORIDA, INC. 477 South Rosemary Avenue, Suite 301 West Palm Beach, FL 33401 Telephone: (561) 832-1114 Facsimile: (561) 832-1104 Email: fabbritgrichmancapital.com With a copy to: Joanne Flanagan, Esq. JDF, LLC. 777 West Putnam Avenue Greenwich, CT 06830 Facsimile: (203) 869-9543 And to: Diane D. Karst, Esq. NELSON MULLINS BROAD AND CASSEL 1905 NW Corporate Boulevard, Suite 310 Boca Raton, Florida 33431 Telephone: (561) 218-8867 Facsimile: (561) 218-8979 Email: diane.karst(cr,,nelsonmullins.com To Seller: OUTLINE HOLDINGS LLC Attention: Oren Hefetz, Manager 2637 E. Atlantic Boulevard, Suite 14671 Pompano Beach, FL 33062 Telephone: (954) 675-5305 Email: ohefetzgoutline-holdin -holdings. com With a copy to: Meland, Russin & Budwick, P.A. Attention: Mark S. Meland, Esq. 200 S. Biscayne Blvd. Suite 3200 Telephone: (305) 358-6363 Facsimile: (305) 358-1221 Email: mmeland(a�melandrussin.com To Escrow Agent: Diane D. Karst, Esq. NELSON MULLINS BROAD AND CASSEL 1905 NW Corporate Boulevard, Suite 310 Boca Raton, Florida 33431 Telephone: (561) 218-8867 Facsimile: (561) 218-8979 Email: diane.karstggnelsonmullins.com 12 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to have been dated, given and received: (i) on the date of actual receipt if transmitted by overnight courier, or hand delivery; (ii) on the date of transmission, if transmitted by telecopier or email. 16. Radon Gas Notice. Pursuant to Florida Statutes Section 404.056(5), Seller hereby makes, and Purchaser hereby acknowledges, the following notification: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 17. Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any implied duties or obligations under or related to this Agreement. b. Escrow Agent may: (a) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; (b) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (c) assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any instrument; Escrow Agent's duties under this Agreement are and shall be limited to those duties specifically provided in this Agreement. C. The parties to this Agreement do and shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, including attorneys' fees and costs, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement, except for such matters which are the result of Escrow Agent's gross negligence or willful malfeasance. d. If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement; upon filing such action, Escrow Agent shall be released from all obligations under this Agreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys' fees, including those for appellate matters and for paralegals and similar persons, incurred in its capacity as escrow agent in connection with any such interpleader action; Escrow Agent may represent itself in any such interpleader action and charge its usual and customary legal fees for such representation, and the court shall 13 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 award such attorneys' fees, including those for appellate matters and for paralegals and similar persons, to Escrow Agent from the losing party. Escrow Agent shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received. e. Escrow Agent may resign upon five (5) calendar days' written notice to Seller and Purchaser. If a successor escrow agent is not appointed jointly by Seller and Purchaser within the five (5) calendar -day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. f. Seller and Purchaser acknowledge and agree that Escrow Agent is the law firm representing Purchaser with regard to this Agreement and the transaction which is the subject hereof, and hereby waive any claim against Escrow Agent based upon a conflict of interest as a result of Escrow Agent serving in such dual capacities, excluding only actions by Escrow Agent constituting knowing and intentional misconduct. Seller further agrees that Escrow Agent shall be permitted to represent Purchaser in all aspects of this Agreement and the subject transaction, including, without limitation, any dispute with respect to the Deposit. g. The provisions of this Section shall survive the Closing and also the cancellation of this Agreement. 18. General Provisions. The following general terms and conditions apply to this Agreement: a. Singular/Plural — Masculine/Feminine. Words used herein in the singular shall include the plural and words in the masculine/feminine/neuter gender shall include words in the masculine/feminine/neuter where the text of this Agreement requires. b. Titles. Headings in this Agreement are for convenience only. C. Successors. The terms, covenants, and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. d. Choice of Law. This Agreement shall be interpreted according to the laws of the State of Florida. e. Time. Time is of the essence in the performance of each and every one of the obligation of the parties to this Agreement. In computing any period of time described herein, the day of the act or event for which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. f. Effective Date. The last date this Agreement is executed by Purchaser and Seller shall be deemed to be the "Effective Date" of this Agreement. 14 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 g. Jury Trial Waiver. IN THE EVENT EITHER PARY BRINGS SUIT TO ENFORCE THE TERMS OF THIS AGREEMENT, THEN EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. h. Liability Joint and Several. If more than one party is named herein as Seller, then such parties hereby agree that the liability of each hereunder shall be joint and several. i. Prevailing Party Attorneys' Fees and Costs. In any litigation between the parties hereto regarding this Agreement (including with respect to the disposition of the Deposit and including with respect to any bankruptcy or insolvency proceeding concerning this Agreement), the losing party shall pay to the prevailing party all reasonable expenses and court costs, including reasonable attorneys' fees actually incurred by the prevailing party. j. Counterparts. This Agreement may be executed in two or more counterparts, all of which together shall constitute one and the same instrument. There may be duplicate originals of this Agreement, only one of which need be produced as evidence of the terms hereof. Handwritten signatures delivered via facsimile or other electronic means shall be deemed originals. k. Force Majeure, Tolling. Failure of either party to perform any of the provisions of this Agreement by reason of any of the following shall not constitute a default or breach of this Agreement: labor disputes, strikes, picket lines, unavailability of materials, freight and delivery delays, energy shortages, boycott efforts, fires, floods, freezes, extreme weather conditions, accidents, war (whether or not declared), terrorism, riots, acts of God, acts (including, but not limited to, a delay in acting or a failure to act) of government (including without limitation any agency, subdivision or department of the United States of America or the State of Florida), denial of any Governmental Approval, a government declared federal or state of emergency or public health emergency, a government declared (i) pandemic, (ii) epidemic, or shelter-in-place/stay at home order (the "Force Majeure"). Upon an event of Force Majeure, the party affected shall promptly send written notice to the other party advising of the event of Force Majeure and any deadlines or obligations under this Agreement which are affected by way thereof, at which point such deadlines or obligations shall be tolled for the sooner of (i) 60 days from the commencement of the event of Force Majeure or (ii) the duration of the event of Force Maj eure. 1. Assignment. This Agreement may not be assigned by Purchaser without the consent of Seller; provided, however, that Purchaser shall have the right to assign its rights and/or obligations in this Agreement to any entity controlled by or under common control with Purchaser or Purchaser's principals. Notwithstanding the foregoing, Purchaser shall not be released of any of its obligations under this Agreement following such an assignment. This provision shall survive the Closing. M. 1031 Exchange. Seller and/or Purchaser may elect to effect the transfer and conveyance of the Property as part of an exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). If either party so elects it may at any time at or 15 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 prior to the Closing assign its rights (but such assignment shall not relieve it of its obligations) under this Agreement to a "qualified intermediary", subject to all rights and obligations hereunder. Each party shall cooperate with all reasonable requests of the other (so long as the non -requesting party shall not incur any expense in connection therewith) and the "qualified intermediary" in arranging and effecting the 1031 exchange, provided that the completion of such 1031 exchange shall not delay Closing. n. Intentionally deleted. o. Entire Agreement, Construction; Severability. This Agreement integrates and supersedes all other agreements and understandings of every character of the parties and comprises the entire agreement between them. This Agreement may not be changed, except in writing signed by the parties. No waiver of any rights or obligations hereunder shall be deemed to have occurred unless in writing signed by the party against whom such waiver is asserted and no waiver shall be deemed a waiver of any other or subsequent right or obligations. The parties acknowledge that the parties and their respective counsel have reviewed and revised this Agreement and, therefore, the normal rule of construction of contracts that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement and any exhibits or amendments thereto. If any portion of this Agreement is held to be invalid or inoperative, the remainder of it shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative to the extent possible [Signatures appear on following pages] 16 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 IN WITNESS WHEREOF, each of the parties has executed this Agreement on the dates set forth below. PURCHASER: THE RICHMAN GROUP OF FLORIDA, INC., a Florida corporation By: Print Name: William T. Fabbri Title: Executive Vice President Date: SELLER: OUTLINE HOLDINGS LLC, a Florida limited liability company By: Print Name: Oran 14afetz Title: Managing Member Date: 712612021 JOINDER OF ESCROW AGENT Nelson Mullins Broad and Cassel has joined in the execution of this Agreement in order to acknowledge its agreement to act as Escrow Agent in accordance with the terms and provisions of this Agreement, subject to collection. Dated as of the day of 7/26/2021 2021. ESCROW AGENT: NELSON MULLINS BROAD AND CAS SEL DocuSigned by, K" By: 3A4824DFDD1B4FC... 17 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 IN WITNESS WHEREOF, each of the parties has executed this Agreement on the dates set forth below. PURCHASER: THE RICHMAN GROUP OF FLORIDA, INC., a F iT oration By: Print Name: William T. Fabbri Title: Executive Vice President Date: -i - 2 to - 2 0 21 SELLER: OUTLINE HOLDINGS LLC, a Florida limited liability company By: Print Name: Title: Date: JOINDER OF ESCROW AGENT Nelson Mullins Broad and Cassel has joined in the execution of this Agreement in order to acknowledge its agreement to act as Escrow Agent in accordance with the terms and provisions of this Agreement, subject to collection. Dated as of the day of .2021. ESCROW AGENT: NELSON MULLINS BROAD AND CASSEL 21 4824-0906-2898 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 EXHIBIT "A" LEGAL DESCRIPTION Lots 26 through 31 and Lots 32 through 36, Block 10 of TAMIAMI HIGHLANDS, according to the Plat thereof as recorded in Plat Book 10, at Page 33 of the Public Records of Miami -Dade County, Florida. 18 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 EXHIBIT "B" CONTRACTS Agreement for architectural services with Forum Group Inc. Agreement for engineering and consulting services with MEP Consulting Engineers, Inc. 19 4839-2019-2498 v.2 / DocuSign Envelope ID: 52689455-97CA-44E2-8A47-282EABC5F2D3 EXHIBIT "C" LAWSUITS, VIOLATIONS, ETC. Pending Lawsuit Outline Holdings, LLC (Plaintiff) vs. Mark's Gun Corp. d/b/a Miami Policy Supply (Defendant) Case No; 2016-CA-00296 Potential Lawsuit (Outline Holdings, LLC) vs. Pelucci Inc. Potential Lawsuit (Outline Holdings, LLC) vs Kross Inspectors Violations: City of Miami Potential Property Liens Subject Property: 5615 SW 8m St., Miami, FL CR: CE2018015424 CR: CE2019010983 CR: CE2019010982 CR: CE2021011921 City of Miami Potential Property Liens Subject Property: 5645 SW 8m St., Miami, FL CR: CE2018015425 CR: CE2019010976 CR: CE2019010978 CR: CE2021011917 20 4839-2019-2498 v.2 / FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("First Amendment") is made as of the Effective Date (as defined below) by and between OUTLINE HOLDINGS LLC, a Florida limited liability company ("Seller"), and RICHMAN PARKVIEW GABLES, LTD., a Florida limited partnership, as assignee of THE RICHMAN GROUP OF FLORIDA, INC., a Florida corporation ("Buyer"). RECITALS: A. Seller and Buyer have previously entered into that certain Purchase and Sale Agreement dated July 26, 2021 ("Agreement"); and The Richman Group of Florida, Inc. assigned its rights and obligations pursuant to the Agreement to Buyer as of July 28, 2021. B. Seller and Buyer wish to amend the Agreement as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: I. Recitals. The foregoing recitals are true and are incorporated herein. Capitalized terms that are not defined in this First Amendment have the meaning ascribed to them in the Agreement. 2. Inspection Period. The Inspection Period asset forth in Section 4 of the Agreement is hereby extended to September 27, 2021 at 5:00 PM EST. 3. Miscellaneous. The Agreement is in full force and effect, is enforceable in accordance with its terms, and is unmodified except as set forth in this First Amendment. This First Amendment may be executed in any number of counterparts and by different parties to this First Amendment on separate counterparts, each of which, when so executed, will be deemed an original, and all such counterparts will constitute one and the same agreement. Any signature delivered by a party by facsimile or other means of electronic transmission will be deemed to be an original signature. The last date this First Amendment is executed by Seller and Buyer shall be deemed to be the "Effective Date" of this First Amendment. [The remainder of this page is intentionally blank. Signature page follows.] f 02683372.DOCX.} IN WITNESS WHEREOF, Seller and Buyer have executed this First Amendment as of the Effective Date. BUYER: RICHMAN PARKVIEW GABLES, LTD., a Florida limited partnership By: Parkview Gngener P LLC, a Florida limited liability company, itpartner By: T�� Park Ga� Member, LLC, a F o da lifed lia li company, its sole er I0 T. Fabbri e Vice President Date: SeptemberV 2021 SELLER: OUTLINE HOLDINGS LLC, a Florida limited liability company By. Print Name: Oren Hefet Title: Managing Member Date: September 3 , 2021 f 02683372.DOCX.} SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Second Amendment") is made as of the Effective Date (as defined below) by and between OUTLINE HOLDINGS LLC, a Delaware limited liability company ("Seller"), and RICHMAN PARKVIEW GABLES, LTD., a Florida limited partnership, as assignee of THE RICHMAN GROUP OF FLORIDA, INC., a Florida corporation ("Buyer"). RECITALS: A. Seller and Buyer have previously entered into that certain Purchase and Sale Agreement dated July 26, 2021, as amended ("Agreement"); and The Richman Group of Florida, Inc. assigned its rights and obligations pursuant to the Agreement to Buyer as of July 28, 2021. B. Further, Seller and Buyer have previously entered into that certain Purchase and Sale Agreement dated July 26, 2021, as amended ("9% PSA"); and The Richman Group of Florida, Inc. assigned its rights and obligations pursuant to the Agreement to Buyer as of July 28, 2021 C. Seller and Buyer wish to terminate the 9% PSA and amend the Agreement as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Recitals. The foregoing recitals are true and are incorporated herein. Capitalized terms that are not defined in this Second Amendment have the meaning ascribed to them in the Agreement. 2. 9% PSA. Except for terms of the 9% PSA that are incorporated into the Agreement as set forth in the Agreement or herein, Seller and Purchaser acknowledge and agree that the 9% PSA is hereby terminated and of no further force and effect. 3. Inspection Period. The Inspection Period as set forth in Section 4 of the 9% PSA is hereby extended to June 15, 2022 at 5:00 pm Eastern Time and shall be deemed incorporated into the Agreement. All extension options thereof as may be set forth in the Agreement are hereby released and terminated. Buyer shall make monthly payments to in the amount of Twenty -Five Thousand and 00/100 Dollars ($25,000.00) directly to Seller on the first day of each month commencing on February 1, 2022 and continuing on the first day of each month until Closing ("Additional Monthly Payments"). Each Additional Monthly Payment shall be applicable to the Purchase Price and shall be nonrefundable to Buyer except in the event of a default by Seller. For the avoidance of doubt, the last remaining Monthly Payment under the 9% PSA shall still be due and payable by Buyer on October 1, 2021. Notwithstanding the foregoing, the Inspection Period shall expire, and the extension options shall be null and void, as of the date that is five (5) days after Buyer obtains final approvals pursuant to Section 4 below, if Buyer obtains such approval of such SAR and Brownfield Area designation prior to June 15, 2022. 4. Environmental Inspections. Buyer shall have the right to submit a request to all applicable government entities to designate the Property a Brownfield Area pursuant to § 376.80, Florida Statutes, and Seller shall reasonably cooperate in the request by executing any documents required to pursue and maintain the designation. Seller also consents to Buyer's filing of any environmental reports and plans for the Property prior to Closing, including but not limited to the filing of a Site Assessment Report and Remedial Action ("SAR"), with the Miami -Dade County Department of Regulatory and Economic Resources, Division of Environmental Resources Management ("DERM"), and the Florida Department of Environmental Protection ("FDEP"). Buyer is hereby authorized to disclose any information about the Property, including but not limited to the results of any invasive sampling of soil, groundwater, air, and vapors at or otherwise associated with the Property to, and to hold discussions and meetings with, any governmental entities regarding the environmental condition of the Property, including but not limited to Miami - Dade County DERM, and FDEP. Seller shall have the right to participate in all environmental related discussions and meetings with any governmental entity. Buyer shall deliver to Seller copies of any correspondence, reports and studies regarding the environmental condition of the Property submitted to a governmental entity, if Seller is not copied directly thereon, within five (5) days of issuance to such entity. 5. Second Deposit. Unless Purchaser has terminated this Agreement prior to the expiration of the Inspection Period, then on or before the end of the Inspection Period, Purchaser shall deliver to Escrow Agent the Second Deposit. If the expiration of the Inspection Period coincides with the Closing Date, the Second Deposit shall not be required to be delivered separately from the Purchase Price at Closing. 6. Purchase Price. Notwithstanding anything set forth in this Agreement or the 9% PSA, in the event Buyer applies for and is successful in being awarded 9% financing pursuant to any Florida Housing program from the Effective Date through the date twenty-four (24) months after the Closing Date, the Purchase Price shall be increased to Seven Million Two Hundred Thousand and 00/100 Dollars ($7,200,000.00) (the "Increased Purchase Price") and either the Purchase Price shall be amended to be the Increased Purchase Price or Buyer shall immediately pay to Buyer the difference in the Purchase Price paid on the Closing Date and the Increased Purchase Price. This section shall survive the Closing. 7. ClosineDate. The Closing Date set forth in Section 10 of the Agreement is hereby extended to be June 15, 2022. The optional extensions to Closing set forth in Section 10 of the Agreement are hereby released and terminated. 8. Miscellaneous. The Agreement is in full force and effect, is enforceable in accordance with its terms, and is unmodified except as set forth in this Second Amendment. This Second Amendment may be executed in any number of counterparts and by different parties to this Second Amendment on separate counterparts, each of which, when so executed, will be deemed an original, and all such counterparts will constitute one and the same agreement. Any signature delivered by a party by facsimile or other means of electronic transmission will be deemed to be an original signature. The last date this Second Amendment is executed by Seller and Buyer shall be deemed to be the "Effective Date" of this Second Amendment. IN WITNESS WHEREOF, Seller and Buyer have executed this Second Amendment as of the Effective Date. BUYER: RICHMAN PARKVIEW GABLES, LTD., a Florida limited partnership By: Parkview Gables GP, LLC, a Florida limited liability company, its general partner By: TRG Parkview Gables Member, LLC, a Florida limited liability company, its sole member and manager By: _ �11R William T. Executive Vice President Date: September 2021 SELLER: OUTLINE HOLDINGS LLC, a Delaware limited liability company By: Print Name: Oren Hefetz Title: Managing Member Date: September24, 2021 Attachment C 100011878.DOCX. 11 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the Effective Date (as defined below) by and between 5601, LLC, a Florida limited liability company ("Seller") and THE RICHMAN GROUP OF FLORIDA, INC., a Florida corporation, and/or its assigns ("Purchaser"). In consideration of the mutual promises hereinafter set forth, Seller and Purchaser mutually agree as follows: 1. Purchase and Sale. Seller agrees to sell and convey and Purchaser agrees to purchase all of those certain tracts and parcels of land owned by Seller as described on Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter described as the "Property"), located in Miami -Dade County, Florida, upon which Purchaser intends to construct a multifamily residential project together with related amenities and accessory uses (the "Contemplated Improvements"). 2. Property. The Property shall include all of the right, title and interest of Seller, if any, in and to the following: a. All easements, rights of way, privileges, licenses, appurtenances and any other rights, privileges and benefits belonging to the owner of, running with title to, or in any way related to, the Property; b. All land use or other consents, authorizations, variances, waivers, licenses, permits, approvals, development orders, or any other entitlements issued or granted by or from any governmental authority with respect to the Property; C. All percolation, soil, topographical, traffic, engineering and environmental reports or studies in the possession or control of the Seller, and all riparian, littoral rights, title to submerged lands and other water rights related to or benefiting the Property; d. All utility mains, service laterals, hydrants, connections, hook-ups and valves located on, or adjacent to, and servicing or available to service the Property; e. All rights to any impact fee credits associated with the Property, if any; f All improvements located on the Property; g. All tangible personal property and intangible personal property associated with the Property, including but not limited to licenses, permits, plans and specifications; and h. Any and all other agreements, contracts, covenants, variances and rights, benefits and privileges related to or benefiting the Property. 3. Purchase Price. The purchase price for the Property ("Purchase Price"), which Purchaser agrees to pay and Seller agrees to accept, is Two Million and No/100 Dollars 4816-6447-0523 v.3 ($2,000,000.00), subject to the credits, prorations, and adjustments herein set forth. The Purchase Price shall be payable as follows: a. First Deposit. On or before the fifth (5th) business day following the Effective Date (as defined below) of this Agreement, Purchaser shall deliver to First American Title Insurance Company, as escrow agent ("Escrow Agent"), the sum of Ten Thousand and No/100 Dollars ($10,000.00) by check or wire transfer, the proceeds of which shall be held in trust by Escrow Agent as an earnest money deposit ("First Deposit") in an interest bearing account if directed by Purchaser, and disbursed only in accordance with the terms of this Agreement. The First Deposit shall be fully -refundable prior to the expiration of the Inspection Period. The First Deposit shall be non-refundable after the expiration of the Inspection Period, except in the event that: (i) the Seller fails, refuses or is unable to perform all of its obligations under this Agreement; (ii) one or more of the Closing Conditions in favor of Purchaser set forth in Section 9 below has not been satisfied; or (iii) as otherwise specifically provided in this Agreement. b. Second Deposit. Unless Purchaser has terminated this Agreement prior to the expiration of the Inspection Period, then within five (5) business days after the expiration of the Inspection Period, Purchaser shall deliver to Escrow Agent the sum of Fifty Thousand and No/100 Dollars ($50,000.00) by check or wire transfer, the proceeds of which shall be held in trust by Escrow Agent as an earnest money deposit ("Second Deposit") in the same trust account as the First Deposit. The First Deposit and the Second Deposit, to the extent delivered to the Escrow Agent, are sometimes hereinafter collectively referred to as the "Deposit'). The Second Deposit shall be non-refundable to Purchaser, except in the event that (i) the Seller fails, refuses or is unable to perform all of its obligations under this Agreement; (ii) one or more of the Closing Conditions in favor of the Purchaser set forth in Section 9 below has not been satisfied; or (iii) as otherwise specifically provided in this Agreement. C. Balance. The Deposit shall be applied to the Purchase Price at Closing, and Purchaser shall pay to Seller the balance of the Purchase Price, subject to credits, adjustments and prorations as herein provided, by a cashier's check or by wire transfer of United States Dollars. d. Escrow Deposit. The Deposit shall be invested by Escrow Agent in a non - interest bearing account, unless Purchaser requests the Deposit to be invested in an interest bearing account and Purchaser has executed all necessary governmental forms, including a W-9 and delivered such form to Escrow Agent. Any and all interest earned on the Deposit shall accrue to the benefit of Purchaser and shall be reported to Purchaser's federal tax identification number. Escrow Agent shall have no responsibility in case of failure or suspension of business of the institution holding the Deposit. Interest earned, if any, shall be credited to the Purchaser upon Closing, or, in the event of Purchaser's default, paid to Seller. 4. Inspection Period. For the period beginning with the Effective Date and continuing until 11:59 PM Eastern Time on the date that is ninety (90) days after the Effective Date ("Inspection Period"), Seller hereby grants to Purchaser the right to make or obtain any and all investigations, tests, studies, evaluations, assessments and reports Purchaser deems necessary or desirable with respect to the Property. 2 4816-6447-0523 v.3 a. Inspections. During the Inspection Period, Seller hereby grants to Purchaser and its agents, employees, contractors and representatives, a right of entry upon every portion of the Property, and a right to examine all records, documents, data or information of any kind or nature relating to or concerning the Property in the possession or under the control of Seller or other matters pertaining to the Property (and Seller hereby agrees to make any and all records, documents, data or information of any kind or nature relating to or concerning the Property in the possession or under the control of Seller available to Purchaser) from time to time at all reasonable times for the purpose of making surveys, engineering studies, drainage studies, appraisals, zoning and land use studies, impact studies, surface and subsurface explorations, tests, excavations, borings and such other investigations, inspections, assessments or reports as Purchaser, in its sole and absolute discretion, may elect to make. Purchaser is specifically permitted to enter into the building and to conduct asbestos and pre -demolition inspections. Seller shall deliver to Purchaser, within three (3) business days after the Effective Date, to the extent in Seller's possession or control, copies of any and all surveys (in CADD format, if available), site plans or layouts, engineering, environmental, soil, wetlands determinations, zoning, land use, appraisal and feasibility studies, reports and assessments, concurrency evaluations, any plans and specifications for the Property approved by the local building department having jurisdiction over the Property, and any correspondence concerning any such topics that Seller has in its possession or control, and all other governmental orders, approvals, exemptions, waivers, permits, licenses, special exceptions or variances relating to the Property or any proposed use thereof which are in Seller's possession or control. Seller shall also deliver to Purchaser, within three (3) business days after the Effective Date, to the extent within Seller's possession or control, legible copies of all leases, service contracts, operating agreements, management agreements and warranties relating to or concerning the Property. b. Termination of Agreement. Notwithstanding any provision in this Agreement to the contrary, at any time on or before the end of the Inspection Period, Purchaser may, without liability to Seller and for any reason or no reason whatsoever, terminate this Agreement by written notice to Seller and Escrow Agent, following which Escrow Agent shall promptly return the First Deposit to Purchaser; upon such termination, both parties shall be released from all further obligations or liability under this Agreement except for those obligations which expressly survive termination. C. Right of Entry. If Purchaser has not terminated this Agreement, as provided herein, the right of entry and investigation granted herein shall continue unabated through Closing. 5. Title Insurance/Survey. a. Within three (3) business days following the Effective Date, to the extent in Seller's possession or control, Seller shall deliver to Purchaser and Escrow Agent a copy of Seller's title insurance policy insuring Seller's fee simple title to the Property, and a copy of Seller's existing boundary survey of the Property. Purchaser, at its sole cost and expense, shall obtain an owner's title insurance commitment ("Title Commitment") from First American Title Insurance Company, through its agent Nelson Mullins Broad and Cassel (or from such other nationally recognized title insurance company acceptable to Purchaser). Marketable title shall be determined according to the Title Standards adopted by authority of The Florida Bar and in accordance with Florida law. Following the Effective Date, Purchaser may order an ALTA/ACSM survey or an 3 4816-6447-0523 v.3 update of Seller's existing survey, prepared by a Florida licensed surveyor and depicting the Property and all of the plottable exceptions to the Title Commitment ("Survey"). Purchaser shall have until the expiration of the Inspection Period within which to examine the condition of Seller's title to the Property. If the Title Commitment or the Survey reflects that title to the Property is subj ect to any exceptions or survey matters unacceptable to Purchaser, Purchaser shall, prior to the expiration of the Inspection Period, notify Seller in writing of the specific title defects ("Title Objections"). Any exceptions listed in the Title Commitment to which Purchaser has not timely objected shall be deemed to be "Permitted Exceptions." Seller, at Seller's sole cost and expense, shall use commercially reasonable efforts to correct or remove such Title Objections within thirty (30) days after receipt of notice from Purchaser. If Seller is not successful in correcting or removing the Title Objection within such thirty (30) day period, Purchaser shall have the option of either accepting the title in its existing condition, or of terminating this Agreement by sending written notice of termination to Seller and Escrow Agent. In the event that Purchaser elects to terminate this Agreement, Escrow Agent shall return the Deposit to Purchaser, and, thereafter, neither Purchaser nor Seller shall have any further liabilities or obligations hereunder except with respect to those obligations which expressly survive termination. b. Seller covenants and agrees that after the Effective Date it shall not enter into or record any document or instrument, or enter into any lease or other agreement, affecting or burdening the Property, unless Purchaser has consented in writing to the execution or recordation of such document, instrument, lease or agreement. If any updated endorsement to the Title Commitment or any update of the Survey obtained prior to Closing reveals any exception or survey defect not reflected on the Title Commitment or the Survey that was not consented to by Purchaser, Seller, at Seller's sole cost and expense, shall have such exception deleted from the Title Commitment, or such survey defect removed or cured prior to Closing. If Seller is not successful in removing the same by the Closing Date, Purchaser shall have the option of either accepting the title in its existing condition, or of terminating this Agreement by sending written notice of termination to Seller and Escrow Agent. In the event that Purchaser elects to terminate this Agreement, Escrow Agent shall return the Deposit to Purchaser. Notwithstanding anything else to the contrary in this Agreement, in the event Seller fails to remove an exception revealed in the Title Commitment, or any update thereof (whether or not objected to by Purchaser), in the form of: (1) a mortgage or other security interest entered into by Seller; (2) a lien or encumbrance of any kind or nature voluntarily created by Seller at any time on or after the date of this Agreement; or (3) a mechanic's or materialman's lien or a judgment docketed against the Property, in any case resulting from the non-payment by Seller of any sums alleged to be due and owing by Seller to a contractor or materialman or otherwise voluntarily caused or created by Seller, then such failure shall be a default by Seller hereunder. 6. Covenants of Seller; Operation of the Property. Seller hereby covenants and agrees that from and after the Effective Date: a. Seller will not, without the Purchaser's prior written consent, create by its consent any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall include, but not be limited to, any liens, claims, options, or other encumbrances, encroachments, rights -of -way, easements, covenants, leases, conditions or restrictions. 4816-6447-0523 v.3 b. Seller shall pay all assessments and taxes prior to becoming delinquent. C. Seller will not create or consent to the creation of any special taxing districts or associations with the authority to impose taxes, liens or assessments on the Property. d. Seller shall take no action with respect to the Property that would alter or affect any of the representations or warranties of Seller under this Agreement or which would in any manner affect Purchaser's future use and development of the Property. e. Seller shall maintain the Property in its current condition and shall not take any action that could or will adversely affect the value of the Property or alter the condition of the Property. Buyer shall investigate any building code violation affecting the property during the 90 day Inspection Period. If any new building code violation arises after the expiration of the Inspection Period and before Closing and such building code violation arises as a result of Seller's actions, then Seller shall correct and cure the building code violation prior to Closing. f Seller will give written notice to Purchaser, within five (5) days of receipt of notice thereof to Seller, of any pending or threatened zoning, building or other moratoria, downzoning petitions, proceedings, restrictive allocations or similar matters that could adversely affect the development of the Contemplated Improvements on the Property. 7. Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser and covenants and agrees with Purchaser as of the date hereof and as of the Closing Date as follows: a. Seller has not entered into any contracts, subcontracts, arrangements, leases, licenses, concessions, easements, or other agreements, either recorded or unrecorded, written or oral, affecting all, or any portion of, or any interest in the Property, which will not have been terminated or expired prior to Closing; b. There are no: (1) intentionally deleted; (2) intentionally deleted; (3) existing, pending or threatened lawsuits, or appeals of prior lawsuits, affecting the Property; (4) existing, pending or threatened condemnation proceedings affecting the Property; (5) intentionally deleted; or (6) unrecorded easements, restrictions or encumbrances affecting all or any part of the Property, to the best of Seller's knowledge; C. Seller has not used, manufactured, stored, or released any "Hazardous Materials" (as hereinafter defined) on, in or around the Property. As used herein, "Hazardous Materials" shall mean petroleum and petroleum based products and any other substance or material, the use, manufacture, storage, release or presence of which in land, water or elsewhere in the environment is limited, prohibited or in any other way regulated by any federal, state or local law, ordinance, rule or regulation; d. There are no agreements currently in effect which prohibit or restrict the sale of the Property; e. Seller has the right, power and authority to execute and deliver this Agreement, to perform each and every obligation of Seller hereunder, and to consummate the 5 4816-6447-0523 v.3 transactions contemplated by it; neither the execution and delivery of this Agreement, and neither the performance or consummation of the obligations and transactions contemplated by it, nor the fulfillment of, nor the compliance with, the terms, conditions and provisions of this Agreement will conflict with, or result in a violation or breach of, any relevant law, or any other instrument or agreement of any nature to which Seller is a party or by which it is bound or may be affected, or constitute (with or without the giving of notice or the passage of time) a default under such an instrument or agreement; no consent, approval, authorization or order of any person is required with respect to the execution or delivery of this Agreement or the performance and consummation of the transactions contemplated by this Agreement; f No commitments or agreements have been or will be made by Seller to any governmental authority, utility company, school board, church or other religious body, any homeowners or homeowners' association, or any other organization, group or individual, relating to the Property which would impose an obligation upon Purchaser to make any contributions or dedications of money, land, or any interest in land, to construct, install or maintain any improvements of a public or private nature on or off the Property, or otherwise impose any obligations or liability on Purchaser or the Property; g. Intentionally deleted; h. Intentionally deleted; i. All agreements, documents, studies and other materials delivered to Purchaser are true, correct and complete copies of all such items; j. Seller has received no written notice of and to its knowledge there is no violation of any law, regulation, ordinance, order or judgment affecting the Property; k. Seller owns the Property in fee simple, subject only to those matters disclosed in the Title Commitment. 8. Approvals. a. Government Approvals. Purchaser shall have the right to pursue the final issuance of. (i) all zoning and other governmental approvals from applicable governmental authorities having jurisdiction over the Property, to permit the construction, completion and operation of the Contemplated Improvements; (ii) final site plan approval, for which all appeal periods have expired with no appeal having been filed, for the Contemplated Improvements from the applicable governmental and regulatory authority(ies); (iii) concurrency and utility approvals; (iv) storm water drainage permit issued by any applicable water management district; (v) building permits issued; and (v) any other governmental and regulatory approvals and/or permits required in connection with the construction of the Contemplated Improvements (collectively the "Approvals"). Seller agrees to apply for, or join in any and all applications, permits, consents, zoning, land use, concurrency, platting and other permitting, etc., that may be required to be filed in connection with the Approvals. Purchaser shall pay all reasonable and documented costs associated with obtaining the Approvals. Notwithstanding the foregoing, Purchaser shall not obtain final rezoning, if any, or record easements against the Property, prior to Closing. In the 6 4816-6447-0523 v.3 event the sale and purchase does not close, Buyer will undo any approvals or changes to the property including approvals or changes to allow the Property's current use to be allowable use. 9. Closing Conditions. Purchaser's obligation to close this transaction shall be subject to the satisfaction of each of the following conditions on or before the Closing Date, as may be extended as provided herein: a. Seller shall not be in default under any term, covenant or conditions of this Agreement. b. Each of the representations and warranties of Seller set forth in this Agreement shall be true, complete and correct at the date of the Closing as if made at that time, and the Seller shall have delivered its certificate to such effect to Purchaser. C. There shall not be a sewer, water, building or other moratorium in effect which would interfere with the immediate construction and occupancy of Purchaser's Contemplated Improvements ("Moratorium"). d. Intentionally deleted. e. There shall be no tenants with any rights to possession of any portion of the Property. Notwithstanding the foregoing, Seller shall have the right to lease back the Property for a period of up to six (6) months after the Closing, with rent at $3, 500.00 per month, with reasonable insurance provided by Seller against loss or damage, in amounts of no less than Two Million Dollars of liability coverage per occurrence and naming Purchaser as an additional insured, and other provisions to be included in a lease to be executed at Closing, which lease shall be subordinate to any financing Purchaser obtains at Closing. At the Closing, the First American Title Insurance Company, through its agent Nelson Mullins Broad and Cassel, shall irrevocably commit to issue to Purchaser an ALTA Owner's Policy of title insurance, dated as of the date and time of the recording of the deed, in the amount of the Purchase Price, insuring Purchaser as owner of good, marketable and indefeasible fee simple title to the Property, free and clear of liens, and subject only to the Permitted Exceptions. In the event that any of the foregoing conditions precedent to Closing have not been satisfied as of the Closing Date, Purchaser shall have the right to waive any or all of the foregoing conditions and close this transaction or Purchaser shall have the right to terminate the Agreement, and in such event the Deposit and all interest earned thereon shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except those obligations which survive termination of the Agreement. 10. Closing Documents. The Closing documents shall be provided by the parties as set forth below: R11 Seller Deliveries. At Closing each Seller shall execute and/or deliver to Purchaser, in form acceptable to Purchaser: i. Warranter. A warranty deed in recordable form, duly executed by the Seller, conveying to the Purchaser good, marketable and insurable fee simple title to the 7 4816-6447-0523 v.3 Property subject only to the permitted exceptions as reflected in the Commitment which have not been objected to by Purchaser, with the legal description provided in the Commitment. ii. Affidavit. An owner's and contractor's affidavit adequate for title insurance to be issued by the Title Company without exception for parties in possession, mechanics' or materialmens' liens and to permit the Title Company to delete the "gap" in the Title Commitment. iii. FIRPTA Affidavit. In order to comply with the requirements of the Foreign Investment Real Property Tax Act of 1980 ("FIRPTA"), Seller will deliver to Purchaser at Closing Seller's affidavit under penalty of perjury stating the Seller is not a "foreign person," as defined in Section 1445 of the Internal Revenue Code of 1986 and the U.S. Treasury Regulations thereunder, setting forth Seller's taxpayer identification number, and that Seller intends to file a United States income tax return with respect to the transfer. Seller represents and warrants to Purchaser that it has not made nor does Seller have any knowledge of any transfer of the Property or any part thereof that is subject to any provisions of FIRPTA that has not been fully complied with by either transferor or transferee. iv. Lease. Lease for six (6) months after Closing, if required by Seller, as described in Section 9(e) above. V. Intentionally deleted. vi. Seller Certificate. A duly executed certification that every representation and warranty of Seller under this Agreement is true and correct as of the Closing as if made by Seller at such time; vii. Authority Documents. Any and all documents reasonably requested by Purchaser or the title company in connection with Seller's authority to execute this Agreement, the deed and all other documents contemplated under this Agreement; viii. Closing Statement. A closing statement prepared by Escrow Agent setting forth all amounts paid, credited and otherwise due, payable and paid hereunder ("Closing Statement"); and ix. Title Documents. Such additional documents or instruments as may be required to effectuate the terms, conditions and provisions hereof and to carry out the intent of the parties hereto, or as may be reasonably required by the title insurance company, so as to be able to delete at Closing all of the requirements of Schedule B-Section 1 of the Title Commitment and all of the standard printed exceptions (other than the exception for taxes and assessments for the current year not yet due and payable, and the survey exception, which shall be limited to the specific matters affecting the Property reflected on the Survey) from Schedule B-Section 2 of the Title Commitment, and to insure the gap between the effective date of the Title Commitment and the recording of the deed conveying title to the Property from Seller to Purchaser. b. Purchaser Deliveries. At Closing, Purchaser shall deliver to Seller: (i) Closing Statement. Closing Statement executed in counterpart; 8 4816-6447-0523 v.3 (ii) Pam. The Purchase Price (as adjusted for all credits, adjustments and prorations set forth in this Agreement). 11. Closing/Closing Expenses. Except as otherwise provided herein, the consummation of the transactions described in this Agreement ("Closing') shall take place at the offices of Purchaser's counsel or by mail on April 1, 2022 ("Closing Date"). Purchaser shall have the right, in Purchaser's sole option, to establish the Closing Date for an earlier date, upon Purchaser's delivery of at least ten (10) days prior written notice to Seller of such earlier Closing Date. Purchaser shall have the right to extend the Closing for up to sixty (60) days by providing written notice to Seller of such extension prior to the Closing Date and delivering an extension deposit in the amount of Twenty -Five Thousand and 00/100 Dollars ($25,000.00) to Escrow Agent prior to the Closing Date, which deposit shall be applicable to the Purchase Price at Closing and shall be nonrefundable to Purchaser except in the event of Seller's default under this Agreement. a. Seller Costs. At Closing, Seller shall pay for the cost of state documentary stamps and surtax on the warranty deed and for the recording of, and any and all other costs and expenses of obtaining, all title corrective instruments. b. Purchaser Costs. At Closing, Purchaser shall pay the fee for recording the warranty deed, the costs of the Survey, and all title search fees and other costs pertaining to the Title Commitment and for the title insurance premium, at the Insurance Commissioner's Minimum Promulgated Rate, on the owner's title insurance policy to be issued to Purchaser pursuant to the Title Commitment in an amount equal to the Purchase Price. 12. Prorations. The following items shall be adjusted, apportioned, and allowed as of the Closing Date: a. Special Assessment Liens. If, on the Closing Date, any special assessment affects the Property or any part thereof, such assessment shall be prorated for the Closing Date. b. Real Estate Taxes. If the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based upon the real estate taxes for the previous year. If the Property is not assessed for real estate purposes as a separate parcel, but is part of a larger parcel, the taxes attributable to land shall be prorated on a per acre basis, however no taxes attributable to improvements shall be allocated to the Property which is vacant. Such proration shall be final as of the Closing Date.. 13. Condemnation. a. If the Property, or any part thereof, or any interest therein, shall be taken by eminent domain or condemned prior to the Closing Date, or if Seller shall receive any notice or knowledge that any agency or entity having the power of eminent domain is contemplating or is seeking the taking or condemnation of the Property, or any part thereof, or any interest therein, Seller shall promptly notify Purchaser thereof ("Condemnation Notice"). b. Subject to the provisions of subsections (c) and (dd,) of this Section 13, Purchaser shall be entitled to the proceeds of any condemnation proceeding relating to any taking prior to or after the Closing Date. If the payment of such proceeds is received by the Seller prior 9 4816-6447-0523 v.3 to the Closing Date, the proceeds shall be delivered to Purchaser at Closing. If such proceeds are not delivered to the Purchaser on the Closing Date, there shall be a Closing adjustment under Section 3 in the amount of such proceeds. C. If a condemnation, eminent domain or other taking proceeding shall have been overtly threatened or commenced against the Property, or a portion thereof, or an interest therein, then in any such event, Purchaser shall have the option within thirty (30) days after receiving each Condemnation Notice, either to: (i) notify Seller and Escrow Agent of Purchaser's election to terminate this Agreement in which case the Deposit, shall be returned to Purchaser and the parties shall thereafter be relieved of any further obligation or liability hereunder; or (ii) complete the sale without any adjustments to the Purchase Price, except that any and all condemnation awards which relate to the Property, or any portion thereof, or any interest therein, received by Seller before Closing in respect of such taking shall be paid to Purchaser on the Closing Date as a Closing adjustment, and Seller shall transfer and assign to Purchaser at Closing all of Seller's rights and interest in and to any such awards and any such proceeds, and all such proceeds and all such awards received by or payable to the Seller after Closing on account thereof shall be paid over to Purchaser as a post -closing adjustment under Section 3. Seller's obligation to transfer to Purchaser all such proceeds and all such awards received by or paid to the Seller after Closing shall survive the Closing hereunder. d. Notwithstanding anything in this Agreement to the contrary, unless Purchaser has elected to terminate this Agreement, as provided in subsection (c) above, the Closing Date shall be thirty (30) days after receiving any Condemnation Notice, or the date set forth in Section 11, whichever is later. e. The provisions of this Section 13 shall survive the Closing. 14. Broker. Seller and Purchaser represent and warrant each to the other that they have not dealt with any real estate broker, sales person or finder in connection with this transaction other than Leonard Werner with Optimar International Realty, whose commission shall be paid by Purchaser at Closing pursuant to separate agreement. In the event of any claim for a broker's or a finder's fee or commission in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each party shall defend, indemnify and hold harmless the other party from and against any such claim based upon any statement, representation or agreement of such party. The mutual indemnities and representations and warranties of each of Seller and Purchaser in this Section 14 shall survive the Closing. 15. Default. In the event that Purchaser shall fail to perform its obligations hereunder and such failure is through no fault or failure of Seller to comply with its obligations hereunder, Seller may, as its sole, exclusive and absolute remedy, terminate this Agreement and retain, as full and complete agreed upon liquidated damages, the Deposit. If Seller shall refuse to close, despite its obligation to close hereunder, or if any of the representations, warranties and covenants of Seller shall at any time on or before Closing be found to be false or misleading in any material respect, or if Seller is otherwise in default under the terms and provisions of this Agreement, Purchaser may: (i) terminate this Agreement and obtain the return of its Deposit and shall be entitled to reimbursement of its out-of-pocket costs in connection with this Agreement, its due diligence and costs incurred in connection with the Approvals, or (ii) Purchaser may seek specific performance 10 4816-6447-0523 v.3 of Seller's obligations hereunder, unless specific performance is not available to Purchaser, in which case Purchaser may seek any other remedy available at law or equity. 16. Notice. All notices, consents, approvals, waivers and elections which any party shall be required or shall desire to make or give under this Agreement shall be in writing and shall be sufficiently made or given only when delivered in person, or sent via nationwide overnight delivery service, or sent by facsimile or email with the original simultaneously sent by nationwide overnight delivery service if required pursuant the provisions below in this subsection: To Purchaser: Mr. William T. Fabbri THE RICHMAN GROUP OF FLORIDA, INC. 477 South Rosemary Avenue, Suite 301 West Palm Beach, FL 33401 Telephone: (561) 832-1114 Facsimile: (561) 832-1104 Email: fabbritgrichmancapital.com With a copy to: Joanne Flanagan, Esq. JDF, LLC 777 West Putnam Avenue Greenwich, CT 06830 Facsimile: (203) 869-9543 And to: Diane D. Karst, Esq. NELSON MULLINS BROAD AND CASSEL 1905 NW Corporate Boulevard, Suite 310 Boca Raton, Florida 33431 Telephone: (561) 218-8867 Email: dane.karstknelsonmullins.com To Seller: 5601, LLC Attention: Michael Gomez 5601 SW 8th Street Miami, FL 33134 Telephone: (305) 635-4698 Email: m og mezgterracongroup.com And to: Roland J. Martinez, P.A. 1102 Ponce de Leon Blvd. Coral Gables, FL 33134 Telephone: (305 447-6999 Email: rolandgrimpalaw.com To Escrow Agent: Yessie Gonzalez FIRST AMERICAN TITLE INSURANCE COMPANY 2121 Ponce de Leon Boulevard, Suite 710 11 4816-6447-0523 v.3 Coral Gables, FL 33134 Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to have been dated, given and received: (i) on the date of actual receipt if transmitted by overnight courier, or hand delivery; (ii) on the date of transmission, if transmitted by telecopier or email and confirmation of successful transmission is provided by such telecopier or a response receipt is sent by the receiving party; if no response receipt is sent by the receiving party, a copy of such notice shall be sent via nationwide overnight delivery service on the date of such transmission. 17. Radon Gas Notice. Pursuant to Florida Statutes Section 404.056(5), Seller hereby makes, and Purchaser hereby acknowledges, the following notification: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 18. Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any implied duties or obligations under or related to this Agreement. b. Escrow Agent may: (a) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; (b) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (c) assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any instrument; Escrow Agent's duties under this Agreement are and shall be limited to those duties specifically provided in this Agreement. C. The parties to this Agreement do and shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, including attorneys' fees and costs, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement, except for such matters which are the result of Escrow Agent's gross negligence or willful malfeasance. Seller's indemnification and hold harmless of Escrow Agent is limited to any of the claims, liabilities, losses, actions, etc., which arise as a result of Seller's actions. 12 4816-6447-0523 v.3 d. If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement; upon filing such action, Escrow Agent shall be released from all obligations under this Agreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys' fees, including those for appellate matters and for paralegals and similar persons, incurred in its capacity as escrow agent in connection with any such interpleader action; Escrow Agent may represent itself in any such interpleader action and charge its usual and customary legal fees for such representation, and the court shall award such attorneys' fees, including those for appellate matters and for paralegals and similar persons, to Escrow Agent from the losing party. Escrow Agent shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received. e. Escrow Agent may resign upon five (5) calendar days' written notice to Seller and Purchaser. If a successor escrow agent is not appointed jointly by Seller and Purchaser within the five (5) calendar -day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. f The provisions of this Section shall survive the Closing and also the cancellation of this Agreement. 19. General Provisions. The following general terms and conditions apply to this Agreement: a. Singular/Plural — Masculine/Feminine. Words used herein in the singular shall include the plural and words in the masculine/feminine/neuter gender shall include words in the masculine/feminine/neuter where the text of this Agreement requires. b. Titles. Headings in this Agreement are for convenience only. C. Successors. The terms, covenants, and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. d. Choice of Law. This Agreement shall be interpreted according to the laws of the State of Florida. e. Force Majeure; Tolling. Failure of either party to perform any of the provisions of this Agreement by reason of any of the following shall not constitute a default or breach of this Agreement: labor disputes, strikes, picket lines, unavailability of materials, freight and delivery delays, energy shortages, boycott efforts, fires, floods, freezes, extreme weather conditions, accidents, war (whether or not declared), terrorism, riots, acts of God, acts (including, but not limited to, a delay in acting or a failure to act) of government (including without limitation any agency, subdivision or department of the United States of America or the State of New Jersey), denial of any Governmental Approval, acts or omissions of other third parties, including litigation by third parties (other than third parties for whom the party asserting an excusable delay is responsible, such as contractors performing work for that party), a declared federal or state of 13 4816-6447-0523 v.3 emergency, public health emergency, pandemic, epidemic, shelter-in-place/stay at home order, or other causes which are beyond the reasonable control of the party asserting an excusable delay (the "Force Majeure"). Upon an event of Force Majeure, the party affected shall send written notice to the other party advising of the event of Force Majeure and any deadlines or obligations under this Agreement which are affected by way thereof, at which point such deadlines or obligations shall be tolled for the duration of the event of Force Majeure. f. Time. Time is of the essence in the performance of each and every one of the obligation of the parties to this Agreement. In computing any period of time described herein, the day of the act or event for which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. g. Effective Date. The last date this Agreement is executed by Purchaser and Seller shall be deemed to be the "Effective Date" of this Agreement. h. Jury Trial Waiver. IN THE EVENT EITHER PARY BRINGS SUIT TO ENFORCE THE TERMS OF THIS AGREEMENT, THEN EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. i. Liability Joint and Several. If more than one party is named herein as Seller, then such parties hereby agree that the liability of each hereunder shall be joint and several. j. Counterparts. This Agreement may be executed in two or more counterparts, all of which together shall constitute one and the same instrument. There may be duplicate originals of this Agreement, only one of which need be produced as evidence of the terms hereof. Handwritten signatures delivered via facsimile or other electronic means shall be deemed originals. 20. Entire Agreement, Construction; Severabili1y. This Agreement integrates and supersedes all other agreements and understandings of every character of the parties and comprises the entire agreement between them. This Agreement may not be changed, except in writing signed by the parties. No waiver of any rights or obligations hereunder shall be deemed to have occurred unless in writing signed by the party against whom such waiver is asserted and no waiver shall be deemed a waiver of any other or subsequent right or obligations. The parties acknowledge that the parties and their respective counsel have reviewed and revised this Agreement and, therefore, the normal rule of construction of contracts that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement and any exhibits or amendments thereto. If any portion of this Agreement is held to be invalid or inoperative, the remainder of it shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative to the extent possible. [Signatures appear on following pages] 14 4816-6447-0523 v.3 IN WITNESS WHEREOF, each of the parties has executed this Agreement on the dates set forth below. PURCHASER: THE RICHMAN GROUP OF FLORIDA, INC., a Florida corporation By: GtJ��;c� �a.66u Print Name: William Fabbri Title: Executive Vice President Date: 1 o/2o/21 SELLER: 5601, LLC, a Florida limited liability company By: Michael -�e,- Print Name: Michael Gomez Title: Managing -Member Date: (nM 1 Q 9(191 JOINDER OF ESCROW AGENT First American Title Insurance Company has j oined in the execution of this Agreement in order to acknowledge its agreement to act as Escrow Agent in accordance with the terms and provisions of this Agreement, subject to collection. Dated as of the day of , 2021. ESCROW AGENT: FIRST AMERICAN TITLE INSURANCE COMPANY 15 4816-6447-0523 v.3 EXHIBIT "A" LEGAL DESCRIPTION Lots 37 and 38, Block 10, TAMIAMI HIGHLANDS, according to the Plat thereof, as recorded in Plat Book 10, Page 33 of the Public Records of Miami -Dade County, Florida. 16 4816-6447-0523 v.3 Attachment D {00011878.Docx. 11 Outline Holdings, LLC 3479 NE 163rd St., Suite 2100, N Miami Beach, FL 33160-4426, Tel (786) 505-1999 March 9, 2022 Via Email Only Mr. Arthur Noriega, City Manager Miami Riverside Center (MRC) 444 SW 2nd Ave Miami, FL, 33130 Re: Consent to Request by Richman Parkview Gables, Ltd. for Designation of Property Located at 5615 and 5645 SW 8th Street, Miami, FL 33134, Folio Numbers 01-4106-011-1790 and 01-4106-011-1810, as a Green Reuse Area Pursuant to Section 376.80(2)(c), Florida Statutes, of Florida's Brownfield Redevelopment Act Dear Mr. Noriega: Please be advised that Outline Holdings, LLC ("Outline', the owner of the above -referenced property (the "Subject Property', has entered into a Purchase and Sale Agreement with Richman Parkview Gables, Ltd. ("Parkview'� for acquisition of the Subject Property in order to construct a multifamily residential development. For purposes of such development, Parkview has control of the Subject Property and is authorized to seek and obtain all necessary approvals. To that end, the Outline understands that Parkview is filing arequest for designation of the Subject Property as a Green Reuse Area pursuant to Section 376.80(2)(c), Florida Statutes, of Florida's Brownfield Redevelopment Act and confirms that it consents to the designation. Thank you. Sincerely, OUTLINE HOLDINGS, LLC By: Oren Hefetz, Managing cc: Richman Parkview Gables, Ltd. {00050717.DOCK 11 Attachment E {00011878.Docx. 11 5601, LLC 5601 SW 8th Street Miami, FL 33134 305-635-4698 March 8, 2022 Via Email Only Mr. Arthur Noriega, City Manager Miami Riverside Center (MRC) 444 SW 2nd Ave Miami, FL, 33130 Re: Consent to Request by Richman Parkview Gables, Ltd. for Designation of Property Located at 5601 SW 8th Street, Miami, FL 33134, Folio Number 01-4106-011-1860, as a Green Reuse Area Pursuant to Section 376.80(2)(c), Florida Statutes, of Florida's Brownfield Redevelopment Act Dear Mr. Noriega: Please be advised that 5601, LLC ("5601"), the owner of the above -referenced property (the "Subject Property"), has entered into a Purchase and Sale Agreement with Richman Parkview Gables, Ltd. ("Parkview") for acquisition of the Subject Property in order to construct a multifamily residential development. For purposes of such development, Parkview is authorized to seek and obtain all necessary approvals. To that end, the 5601 understands that Parkview is filing a request for designation of the Subject Property as a Green Reuse Area pursuant to Section 376.80(2)(c), Florida Statutes, of Florida's Brownfield Redevelopment Act and confirms that it consents to the designation. Thank you. Sincerely, 5601, LLC By: cc: Richman Parkview Gables, Ltd. {00050736.DOCK ] ) Attachment F 100011878.Docx. 1 } THE INICHMAN ROUP OF FLORIDA, INC. 477 South Rosemary Avenue, Suite 301 West Palm Beach, FL 33401 March 29, 2022 Mr. Arthur Noriega, City Manager City of Miami 444 SW 2nd Ave Miami, FL 33130 Re: Demonstration of Reasonable Financial Assurances in Connection with Pending Brownfield Area Designation Request for Richman Parkview Gables, Ltd. Dear Mr. Noriega: This letter is submitted in connection with the pending brownfield area designation request for Richman Parkview Gables, Ltd. (the "Company") that is being filed with the City of Miami ("the City") by The Goldstein Environmental Law Firm, P.A. The purpose of this letter is to provide further reasonable assurance, consistent with 5 376.80(2)(c)(5), Florida Statutes, that the Company has sufficient financial resources to implement the rehabilitation and redevelopment plan for the property located at 5601-5645 SW 8`' Street, Miami, Florida, 33134 (the "Subject Property"). The Company and its Principal, The Richman Group of Florida, Inc., are adequately capitalized and have the financial resources to cover any development costs and will ensure completion of the project. The Company and its Principal also have an experienced team of development professionals with extensive experience and a strong track record in securing financing for large-scale redevelopment projects and long-standing relationships with potential lenders and financial institutions. Based on the assurances provided above and the Company's significant experience developing projects like what is proposed in the City, the Company has sufficient financial resources to implement and complete the rehabilitation agreement and redevelopment plan at the proposed brownfield site. Thank you in advance for your continuing assistance with this matter and for the City's support of this important project. If you have any questions, please do not hesitate to contact me. Richman Parkview Gables, Ltd. By: Parkview Gables GP, LLC By: TRG P -ievAGables Member, LLC William T. Fabbri J' Executive Vice President Attachment G 100011878.Docx. 1 } FINAL DRAFT Considerations for Stormwater Features within Contaminated Sites Florida Department of Environmental Protection Division of Waste Management District & Business Support Program Tallahassee, FL 100027802.DOCX. 1 } Final Draft P a g e 11 7 December 11, 2018 Problem Statement: Conditional Site Rehabilitation Completion Orders (CSRCOs) under Rule 62-780.680(2) or (3), F.A.C. may restrict construction of new and/or alteration of existing stormwater management systems (SWMS). The State supports reuse of contaminated sites and recognizes that new construction requires placement of SWMS to appropriately manage runoff from impervious surfaces. Contaminated sites may require expansion of the impervious areas (new building foundations, parking, pavement, access roads, etc.) and may trigger modification of the existing SWMS. In the case of contaminated sites that qualify for a conditional site rehabilitation completion order (CSRCO), the planning for potential areas on the site for future SWMS is important so as not to violate the possible engineering control, or otherwise cause contamination to circumvent the control and spread contamination to either previously uncontaminated areas or offsite. If such a spread or impact occurred, it would render the CSRCO void. Goal: The construction or modification of SWMS should not affect contamination at the site (cause leaching from soil or mobilize the groundwater contaminant plume). In some cases, the construction of SWMS may be addressed prior to closure and the restriction removed from the CSRCO. Please note that adequate demonstration must be provided that neither the currently proposed or any future modification of the SWMS will exacerbate the contamination at the site. Potential future development including the type and location of the SWMS should be evaluated. Guidance on addressing SWMS construction prior to closure is provided below. For situations where prior SWMS evaluation is not possible, this guidance can also assist in obtaining approval for the construction of a new or modification of an existing SWMS on a contaminated site following closure. SWMS - Design & Best Practices at Contaminated Soil and/or Groundwater Sites in Relation to CSRCOs The placement, design and use of stormwater structures, ponds, and pathways is a critical part of a plan to prevent the spread of pollution at known contaminated sites due to the potential to cause leaching from soils or to create a hydraulic head to spread contamination in groundwater across the site or off site to previously uncontaminated areas. In general, stormwater structures, ponds and pathways are to be placed in previously non -contaminated areas of a site to prevent and/or reduce the possibility of causing the contamination to spread or increase due to leaching or hydraulic head conditions. Dry Pond vs Wet Pond. Subject to comments and requirements of the SWMS reviewing agencies, as appropriate, dry ponds should be designed to recover within 72 hours of a rain event. Dry ponds with underdrains should recover within 36 hours. It is recommended that the bottom of the dry pond be at least 2 ft above the Seasonal High -Water Table (SHWT). Wet ponds have to recover to their static elevation within a certain timeframe (usually noted in the construction application) and the pond bottom is below the SHWT. SWMS must be designed with site groundwater elevation data in mind to not adversely affect the contaminated areas of the site. A sufficient number of wells or piezometers must be used, and groundwater elevation contour maps developed to accurately demonstrate the direction of 100027802.DOCX. 1 } Final Draft P a g e 2 1 7 December 11, 2018 groundwater flow at the site. The stormwater design may only be placed in specific areas in such a way to not impact or cause movement of contamination. Further consideration is needed to evaluate the placement of engineering controls, to clearly define the appropriate or available locations for the construction of SWMS. The following questions should be considered during the planning stages of the SWMS • What will be the type of the future development, residential or commercial? • Because of the land use and size as well as the underlying lithology, what type of stormwater system will work better: a. Wet detention system b. Detention with effluent filtration c. Lined detention pond or vault d. Dry system (retention pond) e. Underground exfiltration (subterranean gallery) f. Sand chimney • What is the extent and depth of the groundwater plume in the restrictive area? • Is the restriction for the use of groundwater and/or irrigation wells? • Is soil contamination under an engineering control (EC) and will the EC be breached? • Will dewatering during construction of the SWMS affect plume migration? • How will the water from the dewatering operations be disposed (e.g., onsite management, sanitary sewer, generic permit, NPDES)? Groundwater: A mounding model can be used to support that a SWMS installed some distance or location away from the plume will not cause the plume to migrate. Approved models and design requirements must be consistent with the agencies responsible for reviewing the SWMS application. Prior to Closure a. Depth to contaminant if a demonstration is provided that groundwater is at a depth that the infiltration from the SWMS will not cause the plume to migrate, then it may be possible to remove the stormwater restriction from the CSRCO. The demonstration or modeling should be based upon the appropriate design storm event usually 100-yr/24-hour or 25-year/24-hour depending on the type of system (open or closed) and the reviewing agency requirements. The SWMS should be engineered to impact only the upper surficial aquifer. b. Plume in relationship to confining layer — If groundwater contamination is below a competent confining layer, stormwater restrictions should not be necessary. However, language may need to be included in the CSRCO that the confining unit cannot be breached in the construction of the SWMS. C. If construction of the SWMS will occur on top of the plume and cannot be addressed by a. or b. above, then the CSRCO can specify that any SWMS construction will require use of a liner thereby eliminating the need for subsequent Department (Waste Management) approval. Please note that lined ponds are for storage/evaporation and need to have outflow structures. The outflow should direct runoff to areas away from the contamination. 100027802.DOCX. 1 } Final Draft P a g e 3 1 7 December 11, 2018 Subsequent to Closure SWMS constructed on top of the groundwater plume will require a liner unless a. and b. from "Prior Closure Section" above can be demonstrated. SWMS constructed upgradient, cross -gradient or downgradient, and within 500 feet of the plume will require a mounding analysis be submitted to determine if the mound intersects the plume. Soil: If soil contamination is present, the impact of the proposed SWMS on potential leaching or direct exposure must be addressed. If soils exceed the Leachability Soil Cleanup Target Level (L-SCTL), Synthetic Precipitation Leachate Procedure (SPLP, EPA Method SW-846-1312) testing can be conducted prior to closure to demonstrate that the contamination will not leach and the restriction on SWMS can be removed. An appropriate number of samples should be collected from different lithologies and the highest concentrations within those lithologic units used in the SPLP analysis. A minimum of three samples per lithologic unit is recommended, but additional samples may be required depending on the size of the impacted area. If a dry pond is to be constructed on top of soil that exceeds the direct exposure soil cleanup target level, the pond bottom must have an engineering control in place to mitigate the exposure risk. This could be in the form of a 2-foot clean fill barrier, impermeable liner, or the use of an alternative soil cleanup target level for an appropriate exposure scenario. The control would be included in the Institutional Control Registry and documented in the CSRCO. Dewatering Pursuant to Rule 62-621.300(2), F.A.C., coverage under this generic permit constitutes authorization to discharge groundwater from dewatering operations through a point source to surface waters of the State. Please ensure that the parameters of concern in the groundwater restricted area are below the surface water criteria. See Chart 1 below. 100027802.DOCX. 1 } Final Draft P a g e 4 1 7 December 11, 2018 Chart 1. Decision tree for dewatering at contaminated sites. Provided by the Southwest District. If the site does not qualify for a non -contaminated site permit, then an option is to contact the appropriate lead government agency for approvals to discharge to the sanitary sewer. The Dewatering permit is processed by DEP District Offices. Further Consideration It may be prudent to label areas acceptable and non -acceptable to stormwater structures, ponds, and pathways as part of the draft CSRCO Process. This in effect would be a secondary restrictive area(s) for non -acceptable future stormwater structure construction zones. The primary restrictive area would be the contaminated area(s) itself. Each CSRCO site would have specific maps which specifically designates these areas and defines the extent of contamination and the restricted area(s). The secondary restrictive area map would create a future stormwater use map for each site. For additional information please contact Lynn Walker at Lynn.Walker@floridadep.gov or 850-245-7502. You may also contact the contributors listed below. References: a. Operating Agreement Concerning Regulations under Part IV, Chapter 373 F.S. between SWFWMD and DEP b. SWFWMD Environmental Resource Permit Applicant Handbook Volume 11, effective June 1, 2018 c. DEP-NWFWMD ERP References and Design Aids 100027802.DOCX. 1 I Final Draft P a g e 5 1 7 December 11, 2018 Cnntri hi itnrc Lanita "Lynn" Walker, P.E. District & Business Support Program Florida Department of Environmental Protection 2600 Blair Stone Road Tallahassee, Florida 32399 850-245-7502 Lynn.Walker@floridadep.gov Alex Webster, P.G. Cleanup Section Supervisor FDEP Northwest District 160 West Government St, Suite 308 Pensacola, FL 32502 850-595-0664 Alex.Webster@floridadep.gov Yanisa G. Angulo, P.E., Environmental Administrator Permitting and Waste Cleanup Program Florida Department of Environmental Protection -Southwest District 13051 N. Telecom Parkway, Suite #101 Temple Terrace, FL 33637 Direct: 813-470-5757 1 Main: 813-470-5700 Yanisa.Angulo@floridadep.gov Simone Core, Professional Engineer II Permitting & Waste Cleanup Program Southwest District Florida Department of Environmental Protection 13051 North Telecom Parkway Temple Terrace, Florida 33637-0926 813-470-5753 Simone.Core@floridadep.gov John R. Sego, P.G. Permitting & Waste Cleanup Program Southwest District Florida Department of Environmental Protection 13051 North Telecom Parkway Temple Terrace, Florida 33637-0926 Phone: 813-470-5756 John.R.Sego@FloridaDEP.gov Dale Melton, Environmental Specialist III Permitting and Waste Cleanup Program Florida Department of Environmental Protection - Central District 3319 Maguire Blvd., Suite 232, Orlando, FL 32803-3767 407-897-4326 Dale.Melton@floridadep.gov 100027802.DOCX. 1 } Final Draft P a g e 6 1 7 December 11, 2018 IndarJagnarine, P.E. Florida Department of Environmental Protection Southeast District —West Palm Beach 3301 Gun Club Road, MSC 7210-1 West Palm Beach, FL 33406-3007 Office: 561-681-6640 Main: 561-681-6600 Indariit.Jagnarine@floridadep.gov Missy Palcic, Professional Engineer III Waste Cleanup Program Coordinator FDEP - Northeast District 8800 Baymeadows Way West, Suite 100 Jacksonville, FL 32256 904-256-1544 Merrilee.L.Palcic@floridadep.gov Craig Parke, Professional Geologist II FDEP - Northeast District 8800 Baymeadows Way West, Suite 100 Jacksonville, FL 32256 904-256-1542 Craig.Parke@FloridaDEP.gov 100027802.DOCX. 1 } Final Draft P a g e 7 1 7 December 11, 2018