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Appraisal Report for Munipal Parking Lots P25, P26 & P27 Attachment C
20 a- 3,22Y K/F / 2so2z CBRE VALUATION & ADVISORY SERVICES Attachment APPRAISAL' REPORT MUNICIPAL PARKING LOTS P25 , P26 & P27 1 ) 1 688 LENOX AVENUE 2 ) 1080 LINCOLN LANE NORTH 3 ) 1664 MERIDIAN AVENUE MIAMI BEACH , FLORIDA 33139 CBRE FILE NO . CB22US033142 - 2 CLIENT : CITY OF MIAMI BEACH , FLORIDA CBRE CBRE VALUATION & ADVISORY SERVICES APPRAISAL REPORT MUNICIPAL PARKING LOTS P25 , P26 & P27 1 ) 1 688 LENOX AVENUE 2 ) 1080 LINCOLN LANE NORTH 3 ) 1664 MERIDIAN AVENUE MIAMI BEACH , FLORIDA 33139 CBRE FILE NO . CB22US033142 - 2 CLIENT : CITY OF MIAMI BEACH , FLORIDA CBRE VALUATION &ADVISORY SERVICES CBRE 777 Brickell Avenue,Suite 1 100 Miami,FL 33131 T (305)381-6472 www.cbre.com Date of Report: July 14, 2022 Ms. Alina T. Hudak, City Manager CITY OF MIAMI BEACH, FLORIDA 1700 Convention Center Drive Miami Beach, Florida 33139 RE: Appraisal of: Municipal Parking Lots P25, P26 & P27 1688 Lenox Avenue, 1080 Lincoln Lane North & 1664 Meridian Avenue Miami Beach, Miami-Dade County, Florida CBRE, Inc. File No. CB22US033142-2 Dear Ms. Hudak: At your request and authorization, CBRE, Inc. has prepared an appraisal of the market value of the referenced property. Our analysis is presented in the following Appraisal Report. The subject comprises three (3), non-contiguous municipal parking lots located one-block north of the Lincoln Road pedestrian mall in the South Beach submarket in Miami Beach, Florida, and identified as follows: 1) Municipal Parking Lot P25 located at 1688 Lenox Avenue is 0.86-acre. 2) Municipal Parking Lot P26 located at 1080 Lincoln Lane North is 1.10-acre. 3) Municipal Parking Lot P27 located at 1664 Meridian Avenue is 1.36-acre. As of the effective date of this appraisal, all of the subject properties are zoned GU, Government Use but has all of the location elements & market potential to be redeveloped to a higher & better use, subject to a citywide voter referendum, a comprehensive land use modification and rezoning. in order to achieve the highest & best use, the City of Miami Beach is considering the rezoning of the sites to CD-2, Commercial, Medium Intensity and CD-3, Commercial, High Intensity. Therefore, at the client's specific request, we have estimated the market value As If rezoned to CD-2, Commercial, Medium Intensity and CD-3, Commercial, high Intensity for each of the subject properties. The proposed development for each subject property is summarized as follows: 1) Municipal Parking Lot P25 is proposed for a 6-story, mixed-use retail/office building with 192,007-SF of gross building area, of which 70,125-SF will be net rentable area supported by a 193-space parking garage. ©2022 CBRE,Inc. Iu: C PRE.'i. July 14, 2022 Page 2 2) Municipal Parking Lot P26 is proposed for a 7-story, mixed-use retail/office building with 248,382-SF of gross building area, of which 124,548-SF will be net rentable area supported by a 325-space parking garage. 3) Municipal Parking Lot P27 is proposed for a 6-story, mixed-use retail/office & residential building with 288,000-SF of gross building area, of which 156,800-SF will be net rentable area supported by a 289-space parking garage. Based on the analysis contained in the following report, the market value, fair market rent and net present value of the proposed ground rent for the subject properties As If rezoned to CD-2, Commercial, Medium Intensity and CD-3, Commercial, High Intensity, which is a hypothetical condition as of the effective date of this report, is concluded as follows: MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Value Conclusion Municipal Parking Lot P25 As If Rezoned CD-2&CD-3 Fee Simple Estate July 11,2022 $26,000,000 Municipal Parking Lot P26 As If Rezoned CD-3 Fee Simple Estate July 11,2022 533,600,000 Municipal Parking Lot P27 As If Rezoned CD-3 Fee Simple Estate July 11,2022 $39,000,000 Fair Market Ground Rent of Lot P25 As If Rezoned CD-2&CD-3 Fee Simple Estate July 11,2022 $1,500,000 Fair Market Ground Rent of Lot P26 As If Rezoned CD-3 Fee Simple Estate July 11,2022 $1,900,000 Fair Market Ground Rent of Lot P27 As If Rezoned CD-3 Fee Simple Estate July 11,2022 $2,200,000 NPV of Ground Rent for Lot P25&P26 As If Rezoned CD-2&CD-3 Leased Fee Interest July 11,2022 $68,300,000 NPV of Ground Rent for Lot P27 As If Rezoned CD-3 Leased Fee Interest July 11,2022 $49,000,000 Compiled by CBRE The report, in its entirety, including all assumptions and limiting conditions, is an integral part of, and inseparable from, this letter. The following appraisal sets forth the most pertinent data gathered, the techniques employed, and the reasoning leading to the opinion of value. The analyses, opinions and conclusions were developed based on, and this report has been prepared in conformance with, the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), and the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. The intended use and user of our report are specifically identified in our report as agreed upon in our contract for services and/or reliance language found in the report. As a condition to being granted the status of an intended user, any intended user who has not entered into a written agreement with CBRE in connection with its use of our report agrees to be bound by the terms and conditions of the agreement between CBRE and the client who ordered the report. No other use or user of the report is permitted by any other party for any other purpose. Dissemination of this report by any party to any non-intended users does not extend reliance to any such party, and CBRE will not be responsible for any unauthorized use of or reliance upon the report, its conclusions or contents (or any portion thereof). ©2022 CBRE,Inc. CBRE 2022 CBRE.Inc. July 14, 2022 Page 3 It has been a pleasure to assist you in this assignment. If you have any questions concerning the analysis, or if CBRE can be of further service, please contact us. Respectfully submitted, CBRE - VALUATION &ADVISORY SERVICES appi Stuart Lieberman, MAI Kristin Repp, MAI Vice President Managing Director— South Florida Cert Gen RZ1074 Cert Gen RZ2454 www.cbre.com/stuart.lieberman www.cbre.com/kristin.repp Phone: (305) 381-6472 Phone: (813) 868-8001 Email: stuart.lieberman@cbre.com Email: jkristin.repp@cbre.com ©2022 CBRE,Inc. CBRE c 2021 CBRE,Inc. Certification Certification We certify to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in or bias with respect to the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. 4. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 5. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 6. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice, as well as the requirements of the State of Florida. 7. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. 8. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 9. As of the date of this report, Stuart Lieberman, MAI and Kristin Repp, MAI have completed the continuing education program for Designated Members of the Appraisal Institute. 10.Stuart Lieberman, MAI has and Kristin Repp, MAI has not made a personal inspection of the property that is the subject of this report. 1 1.No one provided significant real property appraisal assistance to the persons signing this report. 12.Valuation & Advisory Services operates as an independent economic entity within CBRE, Inc. Although employees of other CBRE, Inc. divisions may be contacted as a part of our routine market research investigations, absolute client confidentiality and privacy were maintained at all times with regard to this assignment without conflict of interest. 13.Stuart Lieberman, MAI and Kristin Repp, MAI have provided appraisal services, regarding the property that is the subject of this report within the three-year period immediately preceding agreement to perform this assignment. (/)k .,.Ckh /Li 6 Pi-f1)1 Stuart Lieberman, MAI Kristin Repp, MAI Cert Gen RZ1074 Cert Gen RZ2454 ©2022 CBRE,Inc. CBRE Subject Photographs Subject Photographs Municipal Parking Lots P25, P26 & P27 1)1688 Lenox Avenue 2)1080 Lincoln Lane North 3)1664 Meridian Avenue .id111 Beach FL 33339 -. Onlirl ;r•^-r', 1 t ..')2171111FIIIIMrir t, 1' 411rt ' '. t .'--. lit • ••••'''''''in . 1 i ., /1 . .Sr.i .,.....2--e=. ... •i all i ' --" I ..' .- '-. •••._c • ja...,. "-, -.1 , , .-*•-lior:. .__- 1!". Illhomeg , -1 i,--: --`•-•'='2 fiff:Apanc. z . . .., ,_ 1 :11\47.1 - 7 I,' ..,,,_ .. `.,. ."=:--: " .... ,5 -.; :t, , 7,... ,,, tr----;•',-M` '' ' :,•-'.. •.,Oh. 46_ - i , 4-'1") •t 4 \• ' - - t 1 " j1% .',7: ; . ' .-.5, pir IR , ..., t] 1, , 4 ig, t. Ilk iv,I Ak .A 1 l' ii - : a . . -,7 !VI __-_-,.. • ..._,...r,1 a ---- , ' r r # 14e‘,-C4,If t...xt 'AC.* 1 • ' '1 4. f ' _ •Zjir.:- 1,i 1 ' I-:i - 11116.4 i.- 1 -. '... ...L.,: --- I:I-, _ • ,. .--4..:.----411 • _ i .1 -.....- -;......- , „ , --•.' '- - ij, ' — - INLL'-------4 ...-. - , 4,.. ,--, glikilismam,, 471111M11111- Illrankilb40 ... . ,,, , ., 1 r i" a r----- IMII. -7.:. ill , I?' * ' • -...il, . " • 1 _ ; • . "Lc- - ' - ,,k --i:- ''--7"iiiiiD — &'' I. 7" L- 4.• r '1'1'447 .-j.' ''•- Zi ' '1 I _ .. . ,... , _ 1.,: , ; ...-1 . 4',1 tl .` 11.4.40 'Ps"' ' *i9 0 -, ,i '42 ' /K2 • :. - ...,, i t .....--..-....--.I --,--- , -- . / •orei ; ' ' # Go ocIte_ar ' 4 .1....151.--. '-II 011111.4 f ' .. 0 1 —, _ -k---111i I Ae ri a I View II 20. ©2022 CBRE,Inc CBRE Subject Photographs try s Mt Mi hilliklaili __ - - -.le 11?1114Ailk Photo 1 - Municipal Lot P25 Photo 2 - Municipal Lot P25 ..% - - - '" Illikomma Photo 3 - P25 Interior View Photo 4 - Lenox Avenue Lookin. South A } lik I N. — s r ' • f — --_ _ �� - c SLR w . ...... . . . .. a Photo 5 - Munici.al Lot P26 Photo 6 - Munici.al Lot P26 Ili CBRE ©2022 CBRE,Inc. Subject Photographs r . ..„,. oer- . • ob' . ,I ... ,.,.. 1----: ,-r - ' e'.' •i'l' - .1 . ••.•,, • '.! , •, Zr..1..••••• - -7 ....., - . t.i., .• 111 '. . ' 1 il '.. r •IMP .' .: ! AL. • A.,Air- • ''• -• • ' . •Or Oil il — tt.I 7 - .... •-i fro......1... _ ::::, ii'r .01'... • _, .-- ir....-,4* - ___ • II -----, ,- -............i...... Photo 7 -Michi•an Avenue Lookin• North Photo 8 -Michi•an Avenue Lookin• South . .. 4.*.41111r ll III...__„ . ••.....4.- . • ,. '..iikt -... .,,,...111111 ' 41/1)".• , 11 : -1,,• 17. 0,- . • Ar --e- 4 _ ._:.• q A;.—.. ..:iiitngp---,... ...;41i, . — 1 • ...r.. --- .._- .1 - ... ,- -1111111011.1 II AIMS Photo 9 -Munici•al Lot P27 Photo 10 - Munici.al Lot P27 „_,..,...„ #. --.. ••-•.!".9..-.‘,.: . . ' '• 5.--,...- .. -. -....,-.•.- - . . . . . • . . •.• , , „,..-i• ' •'4"4.'',.'-,,C1.-...4-..1f- ... .',I :-11111--c"' A,' --r- ,46- ''•. 6 .-•MOW''' " • •-•..i ,41 .'.4 , ' •I...7 ,;.- ',;..''.41:6er:.",'Ar•,,,,..,...,- - .7,0114 WI° , . -, . s---•'-;-•' III t.1.1'. , .... . Al. k - ! it‘, i ., I outi9 ,_i MOO ' . i ' ••111. r 4411int.... 4..._. - ed, ,,, , , ,—..4• v.,..... _ _ .........41111}-_, Photo 11 - Meridian Avenue Lookin. South Photo 12 - Jefferson Avenue Lookin. South iv ©2022 CBRE,Inc. CBRE ,2022 CBRE,Inc Executive Summary Executive Summary Property Name Municipal Parking Lots P25,P26&P27 Location 1688 Lenox Avenue 1080 Lincoln Lane North 1664 Meridian Avenue Miami Beach,Miami-Dade County,FL 33139 Client City of Miami Beach,Florida Highest and Best Use As If Vacant Mixed-use retail,hotel,office&multi-family apartments As Improved Interim use off-street parking with mixed-use redevelopment opportunities Property Rights Appraised Fee Simple Estate Date of Inspection April 12,2022 Estimated Exposure Time 3-9 Months Estimated Marketing Time 3-9 Months Land Area-P25 0.86 AC 37,454 SF Land Area-P26 1.10 AC 48,000 SF Land Area-P27 1.36 AC 59,273 SF Existing Zoning-P25,P26&P27 GU,Government Use District Proposed Zoning-P25 CD-2,Commercial,Medium Intensity District and CD- 3,Commercial,High Intensity District Proposed Zoning-P26&P27 CD-3,Commercial,High Intensity District Improvements-Proposed Property Type Land (Mixed-Use) Building Areas-P25. Number of Stories 6 Gross Building Area-Retail,Office&Parking 192,007 SF Net Rentable Area-Retail&Office 70,125 SF Number of Parking Spaces 193 Spaces Budding Areas-P26' Number of Stories 7 Gross Building Area-Retail,Office&Parking 248,382 SF Net Rentable Area-Retail&Office 124,548 SF Number of Parking Spaces 325 Spaces Building Areas-P27 Number of Stories 6 Gross Building Area-Retail,Office,Residential&Parking 288,000 SF Net Rentable Area-Retail,Office&Residential 156,800 SF Number of Parking Spaces 289 Spaces Year Built Proposed Buyer Profile Developer ©2022 CBRE,Inc. CBRE 2022 CBRE,Inc. Executive Summary VALUATION Total Per SF Market Value As If P25 Is Rezoned On July 11,2022 Cost Approach Not Applicable --- Sales Comparison Approach S26,000,000 S694.18 Income Approach-Market Rent 51,500,000 $40.05 Market Value As If P26 Is Rezoned On July 11,2022 Cost Approach Not Applicable --- Sales Comparison Approach S33,600,000 S700.00 Income Approach-Market Rent 51,900,000 S39.58 Market Value As If P27 Is Rezoned On July 11,2022 Cost Approach Not Applicable --- Soles Comparison Approach $39,000,000 $657.97 Income Approach-Market Rent $2,200,000 S37.12 CONCLUDED MARKET VALUE Appraisal Premise Interest Appraised Date of Value Value Municipal Parking Lot P25 As If Rezoned CD-2 8 CD-3 Fee Simple Estate July 11,2022 $26,000,000 Municipal Parking Lot P26 As If Rezoned CD-3 Fee Simple Estate July 11,2022 S33,600,000 Municipal Parking Lot P27 As If Rezoned CD-3 Fee Simple Estate July 11,2022 S39,000,000 Fair Market Ground Rent of Lot P25 As If Rezoned CD-2 8 CD-3 Fee Simple Estate July 11,2022 51,500,000 Fair Market Ground Rent of Lot P26 As If Rezoned CD-3 Fee Simple Estate July 11,2022 51,900,000 Fair Market Ground Rent of Lot P27 As If Rezoned CD-3 Fee Simple Estate July 11,2022 52,200,000 NPV of Ground Rent for Lot P25 8 P26 As If Rezoned CD-2 8 CD-3 Leased Fee Interest July 11,2022 $68,300,000 NPV of Ground Rent for Lot P27 As If Rezoned CD-3 Leased Fee Interest July 11,2022 $49,000,000 Compiled by CBRE STRENGTHS, WEAKNESSES, OPPORTUNITIES AND THREATS (SWOT) Strengths/ Opportunities • The subject properties are located within one-block of the Lincoln Road pedestrian mall. • The subject submarket is a built-out, barrier island & resort community. • Potential to rezone all of the subject sites to high density, mixed-uses with in-demand live- work lifestyle environments. • The South Florida and Miami Beach real estate market is very active as high net worth individuals, celebrities, domestic & foreign investors, hedge fund advisors, local, regional & national developers and "star" architects seek out mixed-use development opportunities for boutique hotels, retail, restaurant, entertainment & office projects. • Historically low interest rates and unprecedented government stimulus in the wake of the Covid-19 pandemic. • The State of Florida and Miami-Dade County are considered to be one of the most open & active business communities in the wake of the pandemic. Weaknesses/Threats • Highly paid remote work is spreading faster than some experts anticipated, with about 24% of all professional job postings advertising remote work, thereby reducing work-from-work office demand at a macro level. • The Covid-19 pandemic and re-occurring coronavirus variants continue to impact international travel and buyer/investor opportunities. vi ©2022 CBRE,Inc. CBRE ..,.:._PRE ., Executive Summary EXTRAORDINARY ASSUMPTIONS An extraordinary assumption is defined as "an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser's opinions or conclusions." • Our value conclusions assume stable geotechnical subsurface conditions and no environmental hazards or concerns. If there are any unstable subsurface conditions and-or environmental deficiencies or concerns, our value conclusions could be impacted and we reserve the right to amend or revise this report accordingly. • The use of these extraordinary assumptions may have affected the assignment results. HYPOTHETICAL CONDITIONS A hypothetical condition is defined as "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results but is used for the purposes of analysis." 2 • As of the effective date of this appraisal, the subject is zoned GU, Government Use but has all of the location elements & market potential to be redeveloped to a higher & better use, subject to a citywide voter referendum, a comprehensive land use modification and rezoning. In order to achieve the highest & best use, the City of Miami Beach is considering the rezoning of the sites to CD-2, Commercial, Medium Intensity and CD-3, Commercial, High Intensity. Therefore, at the client's specific request, we have estimated the subject's market value As If rezoned to CD-2, Commercial, Medium Intensity and CD-3, Commercial, High Intensity, which is contrary to what is known by the appraiser to exist on the effective date of this appraisal. • The use of these hypothetical conditions may have affected the assignment results. OWNERSHIP AND PROPERTY HISTORY Title to the subject property is vested to the City of Miami Beach, a municipal government. CBRE is unaware of any arm's length ownership transfers of the property within three-to-five years of the date of appraisal. Further, the properties are not reportedly being offered for sale as of the current date. However, the City Commission has authorized negotiations with proposers for the development of mixed-use development on the subject properties. Those negotiations consist of two (2) projects including a ground lease and development agreement with one proposer for a project on Lots P25 & P26 together; and a second proposer for a ground lease and mixed-use development agreement for a project on Lot P27, subject to a citywide voter referendum, a comprehensive land use modification and rezoning. 1 The Appraisal Foundation, USPAP, 2020-2021 (Effective January 1, 2020 through December 31, 2022) 2 The Appraisal Foundation, USPAP, 2020-2021 (Effective January 1, 2020 through December 31, 2022) vii CBRE ©2022 CBRE,Inc. 2022 CBRE,iM. Executive Summary EXPOSURE/MARKETING TIME Current appraisal guidelines require an estimate of a reasonable time period in which the subject could be brought to market and sold. This reasonable time frame can either be examined historically or prospectively. In a historical analysis, this is referred to as exposure time. Exposure time always precedes the date of value, with the underlying premise being the time a property would have been on the market prior to the date of value, such that it would sell at its appraised value as of the date of value. On a prospective basis, the term marketing time is most often used. The exposure/marketing time is a function of price, time, and use. It is not an isolated estimate of time alone. In consideration of these factors, we have analyzed the following: • exposure periods for comparable sales used in this appraisal; • exposure/marketing time information from the PwC Real Estate Investor Survey; and • the opinions of market participants. The following table presents the information derived from these sources. EXPOSURE/MARKETING TIME DATA Exposure/Mktg. (Months) Investment Type Range Average Comparable Land Sales Data 5.0 - 18.0 5.5 PwC Suburban Office National Data 1.0 - 15.0 7.0 Local Market Professionals 3.0 - 9.0 6.0 CBRE Exposure Time Estimate 3 - 9 Months CBRE Marketing Period Estimate 3 - 9 Months Various Sources Compiled by CBRE ®2022 CBRE,Inc. "` CBRE 2 2022 CBRE.IM. Table of Contents Table of Contents Certification i Subject Photographs ii Executive Summary v Table of Contents ix Scope of Work 1 Area Analysis 6 Neighborhood Analysis 12 Site Analysis 27 Zoning 31 Tax and Assessment Data 37 Market Analysis 39 Highest and Best Use 48 Land Value —Municipal Parking Lot P25 49 Land Value —Municipal Parking Lot P26 57 Land Value —Municipal Parking Lot P27 61 Income Approach — Fair Market Ground Rent 65 Income Approach - Leased Fee Interest 67 Assumptions and Limiting Conditions 78 ADDENDA A Land Sale Data Sheets B Term Sheet for P25 & P26 C Term Sheet for P27 D Legal Descriptions E Client Contract Information F Qualifications ©2022 CBRE,Inc. ix CBRE Scope of Work Scope of Work This Appraisal Report is intended to comply with the reporting requirements set forth under Standards Rule 2 of USPAP. The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered, and analysis is applied. INTENDED USE OF REPORT This appraisal is to be used by the client for internal decision making and to negotiate a long- term ground lease and development agreement for the subject site and no other use is permitted. CLIENT The client is City of Miami Beach, Florida, municipal government. INTENDED USER OF REPORT This appraisal is to be used by City of Miami Beach, Florida, a municipal government. No other user(s) may rely on our report unless as specifically indicated in this report. Intended users are those who an appraiser intends will use the appraisal or review report. In other words, appraisers acknowledge at the outset of the assignment that they are developing their expert opinions for the use of the intended users they identify. Although the client provides information about the parties who may be intended users, ultimately it is the appraiser who decides who they are. This is an important point to be clear about: The client does not tell the appraiser who the intended users will be. Rather, the client tells the appraiser who the client needs the report to be speaking to, and given that information, the appraiser identifies the intended user or users. It is important to identify intended users because an appraiser's primary responsibility regarding the use of the report's opinions and conclusions is to those users. Intended users are those parties to whom an appraiser is responsible for communicating the findings in a clear and understandable manner. They are the audience. 3 RELIANCE LANGUAGE Reliance on any reports produced by CBRE under this Agreement is extended solely to parties and entities expressly acknowledged in a signed writing by CBRE as Intended Users of the respective reports, provided that any conditions to such acknowledgement required by CBRE or hereunder have been satisfied. Parties or entities other than Intended Users who obtain a copy of the report or any portion thereof (including Client if it is not named as an Intended User), whether as a result of its direct dissemination or by any other means, may not rely upon any opinions or conclusions contained in the report or such portions thereof, and CBRE will not be responsible for 3 Appraisal Institute, The Appraisal of Real Estate, 15th ed. (Chicago:Appraisal Institute, 2020),40. 1 ©2022 CBRE,Inc. CBRE 20..;ORE • Scope of Work any unpermitted use of the report, its conclusions or contents or have any liability in connection therewith. PURPOSE OF THE APPRAISAL The purpose of this appraisal is to estimate the market value and fair market rent of the subject properties As If rezoned to CD-2, Commercial, Medium Intensity and CD-3, Commercial, High Intensity uses. We have also estimated the net present value of the leased fee interest based on the proposed landlord & developer term sheets. DEFINITION OF VALUE The current economic definition of market value agreed upon by agencies that regulate federal financial institutions in the U.S. (and used herein) is as follows: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are typically motivated; 2. both parties are well informed or well advised, and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. 4 INTEREST APPRAISED The value estimated represents Fee Simple Estate as defined below: Fee Simple Estate - Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat.5 Leased Fee Interest - The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires. 6 Leasehold Interest - The tenant's possessory interest created by a lease. 4 Interagency Appraisal and Evaluation Guidelines; December 10, 2010, Federal Register, Volume 75 Number 237, Page 77472. 5 Appraisal Institute,The Dictionary of Real Estate Appraisal, 7'h ed. (Chicago:Appraisal Institute, 2022), 90. 6 Dictionary of Real Estate Appraisal, 128. 2 CBRE ©2022 CBRE,Inc. E 2012 CBRE,Inc. Scope of Work Extent to Which the Property is Identified The property is identified through the following sources: • postal address • assessor's records • legal description Extent to Which the Property is Inspected Stuart Lieberman, MAI inspected the interior and exterior of the subject, as well as its surrounding environs on the effective date of appraisal. This inspection was considered adequate and is the basis for our findings. Type and Extent of the Data Researched CBRE reviewed the following: • applicable tax data • zoning requirements • flood zone status • demographics • comparable sale & listing data Type and Extent of Analysis Applied CBRE, Inc. analyzed the data gathered through the use of appropriate and accepted appraisal methodology to arrive at a probable value indication via each applicable approach to value. STATEMENT OF COMPETENCY Stuart Lieberman, MAI and Kristin Repp, MAI both have has the appropriate knowledge, education and experience to complete this assignment competently. 7 Dictionary of Real Estate Appraisal, 128. 3 CBRE ©2022 CBRE,Inc. r 2022 CBRE,Inc. Scope of Work Data Resources Utilized in the Analysis DATA SOURCES Item: Source(s): Site Data Size Tax Folios, Legal Descriptions,Surveys&RFP for Mixed-Use Developments Improved Data Building Area "As of right"zoning,RFP for Mixed-Use Developments and developer concept proposals No. Bldgs. Developer concept proposals Parking Spaces Developer concept proposals Year Built/Developed TBD Economic Data Deferred Maintenance: Not applicable Building Costs: Not applicable Income Data: Landlord term sheets and developer propsoed payment schedules Expense Data: Landlord term sheets and developer propsoed payment schedules Compiled by CBRE APPRAISAL METHODOLOGY In appraisal practice, an approach to value is included or omitted based on its applicability to the property type being valued and the quality and quantity of information available. Depending on a specific appraisal assignment, any of the following four methods may be used to determine the market value of the fee simple interest of land: • Sales Comparison Approach; • Income Capitalization Procedures; • Allocation; and • Extraction. The following summaries of each method are paraphrased from the text. The first is the sales comparison approach. This is a process of analyzing sales of similar, recently sold parcels in order to derive an indication of the most probable sales price (or value) of the property being appraised. The reliability of this approach is dependent upon (a) the availability of comparable sales data, (b) the verification of the sales data regarding size, price, terms of sale, etc., (c) the degree of comparability or extent of adjustment necessary for differences between the subject and the comparables, and (d) the absence of nontypical conditions affecting the sales price. This is the primary and most reliable method used to value land (if adequate data exists). The income capitalization procedures include three methods: land residual technique, ground rent capitalization, and Subdivision Development Analysis. A discussion of each of these three techniques is presented in the following paragraphs. The land residual method may be used to estimate land value when sales data on similar parcels of vacant land are lacking. This technique is based on the principle of balance and the related concept of contribution, which are concerned with equilibrium among the agents of production--i.e. labor, capital, coordination, and land. The land 4 CBRE ©2022 CBRE,Inc. 2022 CBRE,iz. Scope of Work residual technique can be used to estimate land value when: 1) building value is known or can be accurately estimated, 2) stabilized, annual net operating income to the property is known or estimable, and 3) both building and land capitalization rates can be extracted from the market. Building value can be estimated for new or proposed buildings that represent the highest and best use of the property and have not yet incurred physical deterioration or functional obsolescence. The subdivision development method is used to value land when subdivision and development represent the highest and best use of the appraised parcel. In this method, an appraiser determines the number and size of lots that can be created from the appraised land physically, legally, and economically. The value of the underlying land is then estimated through a discounted cash flow analysis with revenues based on the achievable sale price of the finished product and expenses based on all costs required to complete and sell the finished product. The ground rent capitalization procedure is predicated upon the assumption that ground rents can be capitalized at an appropriate rate to indicate the market value of a site. Ground rent is paid for the right to use and occupy the land according to the terms of the ground lease; it corresponds to the value of the landowner's interest in the land. Market-derived capitalization rates are used to convert ground rent into market value. This procedure is useful when an analysis of comparable sales of leased land indicates a range of rents and reasonable support for capitalization rates can be obtained. The allocation method is typically used when sales are so rare that the value cannot be estimated by direct comparison. This method is based on the principle of balance and the related concept of contribution, which affirm that there is a normal or typical ratio of land value to property value for specific categories of real estate in specific locations. This ratio is generally more reliable when the subject property includes relatively new improvements. The allocation method does not produce conclusive value indications, but it can be used to establish land value when the number of vacant land sales is inadequate. The extraction method is a variant of the allocation method in which land value is extracted from the sale price of an improved property by deducting the contribution of the improvements, which is estimated from their depreciated costs. The remaining value represents the value of the land. Value indications derived in this way are generally unpersuasive because the assessment ratios may be unreliable and the extraction method does not reflect market considerations. In valuing the subject, the sales comparison approach and income approach are applicable and have been used for valuing the fee simple estate and leased fee interest in the subject land. The sales comparison approach is the most appropriate methodology for valuing mixed-use zoned sites that are feasible for development. The income approach is used to develop a fair market annual rent and the net present value of the proposed ground rent for the subject properties. The other methodologies are used primarily when comparable land sales data is non-existent. The exclusion of said approach(s) is not considered to compromise the credibility of the results rendered herein. ©2022 CBRE,Inc. 5 CBRE 2022 CBRE,Inc. Area Analysis Area Analysis ... .... Fr....n,. HROWARE A NpM Cr.. S4ley et. \, 7. or, a sr .1mPNr• I I ' 2-Ws�� .marts.{ eVa � eLgrft rek ,,.Ietle MI6*OW* / 0. Will rArer VF>ee BD1=:. 1. ,. NifF. '�rwv 1 I cl. qd 1,4"b r 1 i sRN9e FL O R I D or - - _ •V Oe n / a n l l < '� K Ms111 OLSBeath L e ) n u n 1•L n i f x lw'. > �e1R11 4 r ` ' • CO, u.• V.. 1 ''.". Eq.m USN,.Re Mn'lORR9 _ ( f :' N.V sPR..`,OMlamG.c.F e- e.VARuric Xn R NenblL + o 1 7 A.J'IIL.co. Hof.m.,c.R.1,ma P.M6 ./ °Fw,v asuyreery 874 � Sri 1RM illelbrtn Mammas w � .4y�.. Mien see VM A EW A.L� � ray` .'_'Nee° 1a 1bwteA o>„ , • P.> R, MAC anal V N 9: .c ufacnn'"I-1414z B%N c.L+w i The subject is located in Miami-Dade County. Key information about the area is provided in the following tables. POPULATION The area has a population of 2,745,677 and AREA POPULATION BY AGE 500,000 a median age of 40, with the largest 400,000 population group in the 30-39 age range and 300000 the smallest population in 80+ age range. 200.000 100,000 I , Source Ecri 0-9 10-19 20-29 30-39 40 49 30 S9 60 69 !0 79 801- Population has increased by 249,242 since POPULATION BY YEAR 2010, reflecting an annual increase of 0.9%. 3500:000 Population is projected to increase by an 2.500.000 2,000,000 additional 132,172 by 2026, reflecting 0.9% 1,500,000 annual population growth. 1,000000 500000 0 r,.,rce.[a 2010 2021 Source:ESRI,downloaded on Apr,16 2022 6 ©2022 CBRE,Inc. CBRE t:20t2 CARE.Inc. Area Analysis INCOME The area features an average household MEDIAN INCOME BY YEAR income of $81,309 and a median household $70,000 income of $54,681. Over the next five years, $ so as oxl median household income is expected to $40,000 increase by12.5%, or per annum. $B0,000 $1,363 $20,000 $10,000 so Source.Esn 2021 2026 EDUCATION A total of 31.2% of individuals over the age of POPULATION BY DEGREE 24 have a college degree, with 19.5% holding a bachelor's degree and 11.7% holding a ■Bachelor's Degree graduate degree. ■Graduate Degree411114114 ■Other Source Ern EMPLOYMENT Health Care/Social Assistance Retail Trade Construction Transportation/Warehousing Prof/Scientific/Tech Services Educational Services Accommodation/Food Services Other Services(end Publ Adm) Finance/Insurance Ad min/Support/Waste Mgmt Srvcs Source:Esri 0% 2% 4% 6% S<. 10% 12% 14% 16% The area includes a total of 1,273,252 employees and has N/A unemployment rate. The top three industries within the area are Health Care/Social Assistance, Retail Trade and Construction, which represent a combined total of 33% of the workforce. Source:ESRI,downloaded or Apr,16 2022;BLS.goo dared Jan.0 1900 ©2022 CBRE,Inc. CBRE r:'2022 CBRE,Inc. Area Analysis MIAMI-DADE COUNTY LABOR MARKET FRED --Unemp{oyment Rate in Miami-Dade County,FL 12.5 10.0 I 7.5 -\\\\ 5.0 25 0.0 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Shaded weds indicate U.S.recessions. Source:U.S.Bureau of Labor Statistics tred.stloutsfed.org FRED#y✓ —Civilian Labor force in Miami-Dade County,FL 1,440,000 1,400,000 1,360,000 1,320.000 \111-1\1- 1.280.000 1,240,000 1,200,000 t,160,000 1.120.000 2012 2013 2014 2015 2016 2011 2018 2019 2020 2021 Shaded areas indicate U.S.recess oni Source:US.Bureau of Labor 5tebsncs fred.sdouisfed.org 8 CBRE ©2022 CBRE,Inc. 2022 CBRE,Inc. Area Analysis MIAMI AREA ECONOMIC SUMMARY Updated February 02,2022 This summary presents a sampling of economic information for the area;supplemental data are provided for regions and the nation.Subjects include unemployment,employment,wages,prices,spending,and benefits.All data are not seasonally adjusted and some may be subject to revision.Area definitions may differ by subject.For more area summaries and geographic definitions,see www.bls.gov/regionsfeconomic-summaries.htm. Unemployment rates for the nation and selected Average weekly wages for all industries by county areas Miami area,second quarter 2021 Unemployment rates (U.S.=51.241,Area:512051 United States I 44 3.7 Palm Beach S1.224 Miami area _ 2c_ i12 Browar0 1 Broward Co. s1 it j 3.6 Miami-Dade Cu. MEM 7.9 1.4 Miami-Dade 3.5 S1 20E Palm Beach Co. 3.3 1 1 O-O 5.0 10.0 Dec-20 ■Dec-21 Source.U.S.BLS.local Area Unemployment Statistics. I Source.US BLS.quarterly Census of Emplownrnt ala Wages. Over-the-year changes in employment on nonfarm payrolls and employment by major industry.sector 12-month percent changes in employment Miami area employment Change from Dec Dec.2021 2020 to Dec.2021 15.0 (number in thousands) Number Percent 10.0 Iota!nonfarm 2,701 3 132 4 i 1 5.0 �� Mining and ioggng 0.0 0.0 0.0 Construction 1.43 8 5 9 4 3 0.0 Manufacturing 91_0 1.7 1-9 -5.0 _ 0 trade.transportation,and utilitror-, 620.7 27.6 47 ,+ Information 47.8 15 31 -10-0 Pinancral activities 1938 25 1.3 -15.0 Professional and business services 416.4 323 73 Education and health servites 406.2 9.5 2.4 -20.0 Leisure and hosprtaiity 302.2 40.6 153 Dec-18 Dec-19 Dec-20 Dec-21 Other services 114 2 8 4 7 9 Miami area -A...-United States Government 306.4 2.2 0.7 Source.U.S.BLS.Current Employment Statistics. Source U.S.BLS.Current Employment Statistics. 9 ©2022 CBRE,Inc. CBRE +.2022 CORE,Inc, Area Analysis Over-the-year change in the prices paid by urban Over the year changes in the selling prices received by consumers for selected categories ,producers for selected industries nationwide 12-month percent change in CPI-U,December 2021 12-month percent changes in PPI 35.0 25.0 30.0 20.0 �/+ 25.0 10.0 i� 1 5.0 20.0 0.0 15.0 -10.0 -15.0 10.0 7.1 7-0 6.3 -20.0 -25.0 -� 5.0 3� r•r. General Dec-19 Dec-20 Dec-21 0.0 I I • rneral freight V uck,ng All items Food Energy - -Mospitab ■Mlaml area , U.S..city average Motels and motels,except cas,no tiotele Source-U.S 8.S.Comwner Pnce Index. 1i.. Sowce:U.S.BLS.P*sdua*Ante rules. Average annual spending and percent distribution Average hourly wages for selected occupations for selected categories United Occupation r„t..arni area Average annual expenditures.United States and States Miami area,2019-20 MI occupations S25.47 $27.07 100% '310. Accountants and auditors 38..52 19.26 7'S� 809s 60% Registered nurses 34 16 3"a.6 40% Aircraft cargo handling supervisors 33 07 28.66 20% 0% Construction laborers in 41 2G.d,t Marry area United States *All other Hems ■Healthcare Receptionists and information clerks 14-98 15.58 ■Personal iresur once 8 pensions Food gTrattSportaelon `. Maids and housekeeping cleaners 11-96 13.47 ■Mousing I Source.u.S.BLS,Consume,Cowrie/mire Survey Source.US..u S.Occ.AWpoo.ar Errrploe err and x•Jai;:tat sax.Mai,2020 Employer costs per hour worked for wages and Over-the-year changes in wages and salaries selected employee benefits by geographic division 12-month percent changes in ECI Private industry, South Atlantic. Unted September 2021 III States 7.0 Total coon pen satiun $34.59 $37.24 6.0 Wages and salaries 25.12 2636 S.D b s/ Total eetits 9.47 10.88 Pantleave 254 2-74 4.0 Vacatloo 1.30 1-40 3.0 "�� _i Supplemental pay Ins L16 2.0 lesurance 2.25 2.80 10 Retirement and savings 107 1.28 t_ all r-•ulred benefits 2.56 2.80 0.0 I Y I tii F1 '•r.Les cr.arcomposs die south Nianric cansuc divasuon ant:BE.OC,. tier-16 D@c-19 Dec-20 DeC-21 .� Ft,GA,MO.AC K`vA a+rd WV Mldail area ���•United States souca.US Ili,Empllovcr Gas s row Enploy.e C.arnpaysalion Source:u.S BLS,Employment lost Index 10 CBRE ©2022 CBRE,Inc. E 2022 CBRE,Inc. Area Analysis OPENING DAY Growth in nonresidential construction jobs will also be robust because groundbreakings on major projects have become routine in MIA. Phase one of the MiamiCentral train station, which will eventually connect a new intercity train line with local transit options, debuted in May 2019. Not far from the station is the $2 billion Miami Worldcenter that is transforming 27 acres of parking lots into a vast collection of residential, retail, office and hotel buildings. Over the next few years, the "tallest building in Florida" distinction will pass among multiple skyscrapers in downtown Miami. And county commissioners recently gave final approval to a $4 billion mega-mall in northwest Miami-Dade County that will be America's largest shopping complex if it is completed as planned. CONCLUSION The economy in Miami-Dade County will continue to experience an increase in population, an increase in household income, and an increase in household values. In addition, MIAs international character and its high-skilled, bilingual workforce will help it exceed the U.S. in income growth over the long term. ©2022 CBRE,Inc. CBRE 2022 CBRE,Inc Neighborhood Analysis Neighborhood Analysis - WNf,=,8r ; . yy .�..�‘ ;�s.e.,, I, R ,w,*(gm, —y S it S � � S22 8 ' 9 P _ ��a�, - � sirs,-, 4 I.I.a '.' r.R ,, S.'�II ` ;.d' > "sm +m a 2 a n rJw a a S �`I' w. m ,p Y w',I,'n upf.n ^ W pv i,-,tl ! 1 33 ., �Ay YM at m 8 l_ . 1 y n e B a �v I t rMN 1d n., ,u;<iPAgue.PreS Nm f_'• wr .n, a s -_ 4---->, ..a ' e:.urawa,,•wm p l �ent M ., g 5..♦ T ,en NwnG ge'+'/4 it ,„It Y f I J A , - } vM A , � J c e l ny, fin arose i'a& 9 '-*. ` hh !1 y 4. a.N�v y r+h,,,_ 4,, n `. 6 Mv.s TN 51 I� _ op=a '7' ee.e LW.a : _ � ,asps-ri+ew.,.. ��, 'e ay n �N.,v c,n 3" 'y,,� .. " ,�v ass '46 "^4'664 7N.7.7 rm,Mt;°'e+n a«c x 'a r wa A ea.au c., Ar.„,a w« r,' '8 :'e�zr LOCATION The subject properties are located one-block north of the world renowned Lincoln Road pedestrian mall, between Alton Road and Meridian Avenue in the South Beach submarket in the City of Miami Beach, Miami-Dade County, Florida 331 39. The City of Miami Beach is a barrier island approximately one mile wide, ten miles long and extends in a north-south direction along the eastern seaboard parallel to mainland Miami-Dade County between Biscayne Bay and the Atlantic Ocean. The subject is located approximately 4-miles southeast of the Miami Central Business District (CBD). BOUNDARIES The subject property is located in the "South Beach" area of Miami Beach, which is bounded by Arthur Godfrey Road to the north, Biscayne Bay to the west, the Atlantic Ocean to the east and Government Cut to the south. The neighborhood boundaries may be generally described as follows: North: Arthur Godfrey Road South: Atlantic Ocean/Government Cut East: Atlantic Ocean/beach West: Biscayne Bay ©2022 CBRE,Inc. 12 CBRE dI 2022 CBRE.Inc Neighborhood Analysis LAND USE Land uses within the subject neighborhood consist of a wide variety of commercial, residential & hotel developments. Lower density multi-family rental & condominium apartment uses are largely concentrated along Pennsylvania Avenue, Euclid Avenue and Meridian Avenue to the west. The neighborhood & community retail and office uses are typically clustered along the Alton Road, Washington Avenue, Collins Avenue and Dade Boulevard/Venetian Causeway corridors, as well as the pedestrian-only areas of Lincoln Road Mall. Hotels, condominiums, restaurants and retail are primarily concentrated along the Collins Avenue and Ocean Drive with additional retail uses, nightclubs, restaurants and smaller boutique hotels on Washington Avenue. The subject location is one block south of the Lincoln Road pedestrian mall. The Lincoln Road pedestrian mall runs east-west from Collins Avenue to Alton Road between 16th and 17th Streets with storefronts on Lincoln Road and to a lesser extent along the side streets. L__Hdal Developments Bc/ankal -.t Moe Develope.-,.I, Gen 5a1M011 New Befall upvral Venues Ctarnhat (:. ,InkrauM Aliami Beach OM.CC Buddlrga Memorial Conve-Man Hotels Gaoler Ree.dentrl P Parking • hies)...n 0 City theater of ( 1 r11,Si."' rase Hn l Perforrnire Arts r/ Proposed The Lirsvin Hendren l v,11<.I;:k 4•4111111C 111 r P Hurdrneal F P i iiidhamlip IL----. ii Pti 771 / ek::: — VIIOIolla.a U./Secret ill �n�i onY \ M Conte. t'unlar 111F1 flat theater Y Flonna • 4 101 Mayor Piers I it mnaabfL=.r i. a =76 fu m o .6 _ *a _ rm.—SMpa ernePla T Q' it Cin n C 1 1 Q - 1 84Doard I vs 1F.tn - 3treN1 a. 15uu rlresn Gova Weill III I 4. lath J' , iti F r I , Elornontary School /111 14th Street ffligPost Office IF Since the capital improvement project in 1996, Lincoln Road has experienced substantial changes in tenant mix, including more restaurants and sidewalk cafes, and a shift to traditional retail shopping. At the west end of the mall, Regal Cinema opened an 18-screen stadium style movie theater in 1999. This development was strongly supported by the local municipality and has proved vital in attracting national retailers, such as Banana Republic, Pottery Barn, Williams— Sonoma, Bebe, Swatch, Victoria's Secret's, Ann Taylor Loft, Sunglass Hut, Anthropologie, Books & ©2022 CBRE,Inc. 13 CBRE 26.,CNkt.. Neighborhood Analysis Books, Chicos, Foot Locker, I. Strada, Morgan Miller, Payless ShoeSource, Quicksilver, White House/Black Market and Express to the pedestrian promenade. The addition of the Regal Cinemas solidified the Lincoln Road redevelopment and began to make it very attractive to the national retailers and high-end restaurateurs. While Lincoln Road is in and of itself a destination location, the cinemas also serve to attract year-round Miami-Dade residents to Lincoln Road. The Regal Cinemas is one of the most heavily patronized cinemas in South Florida. Anchoring the east end of Lincoln Road Mall was the former New World Symphony which was housed within the subject property, also known as the Lincoln Theatre building. Established in 1987 under the artistic direction of Michael Tilson Thomas, the New World Symphony provides an instructional program to prepare graduates of distinguished music programs for leadership positions in orchestras and ensembles around the world. The New World Symphony recently relocated to 500 17th Street, just north of the subject's Lincoln Theatre location into a Frank Gehry designed concert hall and a 7,000 square foot projection wall on which concerts, video art and films are shown free-of-charge to audiences in Soundscape, a 2.5-acre public park, designed by Dutch architectural firm West 8. Washington Avenue is four blocks to the east and after a long master planning process, development incentives and the establishment of a Business Improvement District (BID), the Washington Avenue corridor is starting to redevelop. Under a BID, the property owners agree to a self-tax in order to provide funding for marketing, promotion and other initiatives to improve the area. The BID followed approval of the Washington Avenue Overlay in 2016 which increased allowable height to 75 feet for properties with more than 200 feet of frontage on Washington Avenue, reduced minimum hotel room sizes for new hotels and conversions, allowed for co-living or micro residential units, and eliminated parking requirements for hotels. Since then, the Kimpton Anglers Hotel opened a new addition, a new Moxy Hotel has opened and the Good Time Hotel is soon to open. Approved and-or under construction projects include a new hotel at 1685 Washington Avenue and the Urbin Retreat. On the following page is a concept presentation of development new projects along Washington Avenue. ©2022 CBRE,Inc. 14 CBRE s 2022 CBRE.IM. Neighborhood Analysis Washington Avenue Is experiencing a wave of large scale hotel development since the City WASHINGTON AVENUE / of Miami Beach approved up-zoning from Sixth to 16th Streets in 2016.This upzoning allows DEVELOPMENT HIGHLIGHTS for more intense development and micro-hotel units.As depicted below,two hotels totaling •500 rooms are nearing completion in immediate proximity to 755 Washington Avenue as well as the recently renovated Anglers Hotel Another exciting development along Washington Avenue is the planned renovation of the Paris Theater into a major restaurant/entertainment ©MOXY HOTEL venue 755 Washington Avenue Is located In the epicenter of this activity which will spur BY MAR R IOT T leasing activity and underscores the property's long term development potential. t ii IL" ; ....„,„, 1viat: ca. y ,1 .�ozBoers. .. e Slav o f'we.`^ l :f �a.0 1�m. 3 >. CtgN wq. r� � :� ., en gCartenen .,•.�YYOq vp i� _ .1Ar >b �. n�a ^+_ i.7 xiz-menu!sto+Y 1•1,y� 755 736 745 727 2Se00engssae., 8.r t-- 4 l vNv.Nall.K cct ue aystru. *came avetu couw avuru .oar con a r.rt .. .L; t. M �'� L. Nver n.! M.p_ 5-50 �t I`c ':. wswmoseaartrw. • -. wua newt.n. • 7` 11111001V •+ ��yy. ,to Rant.. C '5. .r- '. J!Ja0 WgH,NGrON 'y.t>�,_c'�' - i °,• 1•0. •jF 'll� .,,°, . :-.r.. KIMPTON -I? 'AVEr .. *_ %* ; `.e .ANGLER'S HOTEL ems•_ f Ii tw • .wit /. A-.1- , p, 1 a.ith'r fry" • R,vh. 660 I.> c .. -1 * ri s6,M 4.. l l,, berwtK major de IOD,. t,renova4 Washington Avenue Project & Transaction Highlights: • In September 2021 sale transaction of the 42-room Hotel Astor located at 956 Washington Avenue to the Victory Investments Group for $12,750,000. The buyer is identified as Anil Monga, the CEO of Victory International USA, which manufactures and distributes name brand fragrances and cosmetics. The building features a swimming pool and 4,000 square feet +/- of restaurant space. It was built in 1936 on a 14,900- square-foot lot. • Washington Park located at 1050 Washington Avenue is a 181-room hotel that sold in February 2021 for $43,750,000. The buyer is Jean Simonian of WPH Properties and this was a lender REO from Ladder Capital. • 601 Washington Avenue was recently completed and operating as The Goodtime Hotel with 266-rooms and a 30,000-SF restaurant called Strawberry Moon operated by Groot Hospitality. The eatery opens up to a rooftop pool and club area that hosts live music. The hotel also has around 46,000 rentable square feet of ground-floor retail space and 242 parking spaces, as presented in the following aerial photograph. 15©2022 CBRE,Inc. CBRE Neighborhood Analysis �a YY • `r r .- i t L yi .�"jam a � kk ♦$, t s 1. • :ii::::t. ••. y1 A T 1��� ,w y et f. ' .y w . iliNdia:44 • Urbin, a co-living, co-work concept was approved by the City's Historic Preservation Board for a proposed six-story co-living and hotel project at 1234 Washington Avenue. The new building will contain 49 co-living units, 56 hotel rooms, retail and restaurant space. An adjacent 1960s office building will be renovated and restored as co- workspace. It will also contain a wellness center for residents and hotel guests on the first floor, rounding out the brand's live, work,wellness theme. 1 " 111 +ire liti iiiw� _ �M� � 5w � � � r' ' • - 1- .s ties , .• II i Residential uses in the Flamingo Park neighborhood are primarily single family and low-rise multifamily in design and date back to the 1920's and 1930's with higher density resort hotels and residential condominium towers found along the Atlantic Ocean/beach and Biscayne Bay shorelines. The waterfront is where the large-scale, high-rise multifamily residential projects are located, including rental apartments, condominiums, and hotels. 16©2022 CBRE,Inc. CBRE 20 CBRE I..; Neighborhood Analysis The 1 & 2-story single family residential dwellings range in value from $800,000 to $2,000,000 +/- and are clustered around the 36.5-acre Flamingo Park. This community park has 17 tennis courts, a baseball stadium, handball and racquetball courts, a softball field, basketball court, football field, soccer field, running track, playground, walking trails and a bark park that are all surrounded by lush tropical landscaping. Flamingo Park also features a state-of-the-art aquatic center with two (2) pool areas, lockers, lounge chairs, shower facilities and water playground. The submarket area also includes the South Pointe Elementary School, several blocks of low-to- mid-rise residential apartment, condominium, and hotel properties than Ocean Drive and the Atlantic Ocean front with beach front resort hotels to the east. Other primary influences in close proximity to the subject also include the Miami Beach Convention Center which provides about one million square feet of exhibition space and meeting hall facilities and is rated as one of the top convention centers in the United States; the Jackie Gleason Theater of the Perfuming Arts at the intersection of Washington Avenue and 17'h Street; Alton Road, a commercially oriented, north-south primary arterial street; and the aforementioned Lincoln Road Pedestrian Mall which provides retail shops, restaurants, cafés and a movie theater complex located at Lincoln Road and Alton Road, just southwest of the subject property. To the east is Ocean Drive, which runs parallel to the Atlantic Ocean and South Beach and is one of the area's premier attractions. The pristine beaches and warm waters of the Atlantic Ocean are to the east side of Ocean Drive, while a host of al fresco dining establishments and some of Florida's most luxurious, high-end hotels such as the Ritz-Carlton, The Delano, The Setai, The Shore Club and The Tides. ACCESS Overall, access to and throughout the subject neighborhood is considered good. The major east- west thoroughfares providing direct access to the subject area from the Miami mainland include the Venetian Causeway that becomes 17'h Street, located immediately north of the subject; 5th Street/MacArthur Causeway (US Highway No. 41/State Road Al A), located to the south of the subject property; and Arthur Godfrey/Julia Tuttle Causeway (1-195) located north of the subject property. The Miami Tunnel opened in 2014 to alleviate congestion from PortMiami along the MacArthur Causeway. These arteries connect South Beach to mainland Miami to the west, as well as intersect with the primary north-south arteries of Alton Road, Collins Avenue, Washington Avenue and Ocean Drive. Interstate 95 is the major north-south expressway providing direct access to Miami-Dade County, as well as points north along the eastern seaboard. Biscayne Boulevard (U.S. Highway No. 1) is a well-traveled artery providing north-south access from S.E. 3rd street in downtown Miami to the Broward County line to the north. Direct access to the subject property is provided via Washington Avenue which acts as the subject's eastern boundary line and is a two-way, two-lane, north-south city street with divided median and parallel (metered) street parking. The immediate subject area ©2022 CBRE,Inc. CBRE 1G i-:_PRE a.. Neighborhood Analysis has good access via the local artery/highway network, and to the area business and commercial community. In addition to the existing access points, there is a proposal to connect Miami Beach with downtown Miami via a monorail line. The elevated monorail would include three (3) stations and run along the south side of the MacArthur Causeway. One station would be built on the Miami side of the line and close to where the causeway begins, while the other two stations would be on Miami Beach near the end of the causeway, and the other at the intersection of Washington Avenue and 5th Street. DEMOGRAPHICS Selected neighborhood demographics in 1-, 3- and 5-mile radius from the subject are shown in the following table: SELECTED NEIGHBORHOOD DEMOGRAPHICS 1688 Lenox Avenue 1 Mile 3 Mile 5 Mile 33139- Miami-Dade Miami Beach,FL 33139 Radius Radius Radius Miami Beach Florida County Population 2026 Total Population 29,936 68,714 327,681 40,166 23,197,833 2,877,849 2021 Total Population 29,175 66,111 297,946 38,928 21,733,419 2,745,677 2010 Total Population 28,753 61,927 246,903 38,179 18,801,310 2,496,435 2000 Total Population 29,728 57,613 218,912 37,950 15,982,378 30,982 Annual Growth 2021-2026 0.52% 0.78% 1.92% 0.63% 1.31% 0.94% Annual Growth 2010-2021 0.13% 0.60% 1.72% 0.18% 1.33% 0.87% Annual Growth 2000-2010 -0.33% 0.72% 1.21% 0.06% 1.64% N/A Households 2026Total Households 17,846 38,339 156,803 23,914 9,071,090 992,819 2021 Total Households 17,515 37,132 141,727 23,311 8,514,543 948,312 2010 Total Households 17,496 35,417 116,482 23,221 7,420,802 867,352 2000 Total Households 18,113 32,561 97,308 23,125 6,337,929 776,774 Annual Growth 2021-2026 0.38% 0.64% 2.04% 0.51% 1.27% 0.92% Annual Growth 2010-2021 0.01% 0.43% 1.80% 0.04% 1.26% 0.81% Annual Growth 2000-2010 -0.35% 0.84% 1.81% 0.04% 1.59% 1.11% Income 2021 Median Household Income $61,178 $68,664 $55,950 $60,423 $58,462 $54,681 2021 Average Household Income $98,191 $112,486 $90,196 $104,426 $83,820 $81,309 2021 Per Capita Income $58,636 $63,244 $43,313 $62,604 $32,917 $28,156 2021 Pop 25+College Graduates 13,350 30,903 101,581 17,424 4,922,526 612,307 Age 25+ Percent College Graduates-2021 53.9% 56.9% 44.7% 52.5% 31.2% 31.2% Source: ESRI CONCLUSION The subject neighborhood location is mature and built-out with growth in population and households through higher density, redevelopment opportunities along the major thoroughfares and waterfront. The local demographic profile is middle-to-upper-middle-income and the overall outlook is for favorable performance over the foreseeable future. Many neighborhood improvements are renovated, historically rehabilitated and-or in good-to-excellent condition. CD2022 CBRE,Inc. 18 CBRE c 2022 CBRE,Inc. Neighborhood Analysis Access to the neighborhood is good and utility services are adequate. Supporting commercial uses are good and surrounding land uses are compatible. Overall, it is our opinion that the subject neighborhood will continue to remain a very desirable area, with continued potential for appreciation. In addition, the Miami Beach submarket is a destination resort community and international "hot spot" that continues to flourish over the long term despite adverse macro- economic cycles. CD2022 CBRE,Inc. 9 CBRE 2022 CBRE,Inc. 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YL4ppA1l l5U.aopha AwlallN.�'�� �r �� �•�A ++�, • TFey uispL,vo en.R nropii Ln Lppwtro,et7ype nidcacaby J.c.fcr Lno oacin..ecpacn. °11111* Or.E —p ...AnVex pmcnr len.a`.1 e .♦ " .""` � TNsp.pe..TaievnJ•E[NAt s.roLnsrv.Je.sel ie iVlMeep.W r,in. .ieeia.e.bde+�^� 14711CAP lib yr d .+.,.�^�'ihi+ '..'•.ram 1. Tlt bKaWp J.ww anH esx.�h.ENAY Wse pip 4.*�/plwf(' 1 ♦ 'is -- ••�•� � xvOcxi�LroLNsrsL�,ppaII111ttt � Ewa Www N4n+w..nisoenwo.v4Jyrnm.W ♦ � 'w"" ��•—� aV..cYIdl.df scmaipewcabr.CNAM1amL6'�` � �,� wLrvcaY V31, wlrYeeN a+o wes .`,a�� 1 "' rdlca M.ngserwMaeprpi L.baco.a.w Jla e..c We .� ''.O ,.. ,l !L aMe TheYM l.n eOew.e iny4poevnpnr a.jc. yI 1 *.. JS+ a+*� beware s.alLeom*new.*e.er.p.. 1 - �� {. —'4. TNievplps Lc rs wa Vat eft v rnv e e r ate rel..nlypsp 4 '^"n � r elwanV ov ea.,op..:Nfccrop 1progn,ewo unc lLbd4 1 Icgn4 scale k.r,pop deLJa*owe apwuA.r iael.Gcn. A. ' 4^j�! t '� '♦ ...... 119Np.nd n..pbcr...a NR N crcca,c a..c N00i011gi rer Feet 1:6,000 .r.r•...'",','r. n..ro.osna..nn.a..l..o.,e.6.14.xe.ieoNI 0 S',0 Siiil 1,iliin 1,500 2,000 reS`Yi^p"0's`" Eczwn rk s.M.1,ma.Map..aaamavn:flirtyrekpsevee:rew,2Q10 26 CBRE ©2022 CBRE,Inc. 0 2022 CBRE,Inc. Site Analysis Site Analysis The following chart summarizes the salient characteristics of the subject site. SITE SUMMARY AND ANALYSIS Physical Description Net Site Area - P25 0.86 Acres 37,454 Sq. Ft. Net Site Area - P26 1.10 Acres 48,000 Sq. Ft. Net Site Area- P27 1.36 Acres 59,273 Sq. Ft. Road Frontage- P25 17th Street 150 Feet Road Frontage- P25 Lenox Avenue 250 Feet Road Frontage- P26 Lenox Avenue 130 Feet Road Frontage- P26 Lincoln Lane North 320 Feet Road Frontage- P26 Michigan Avenue 130 Feet Road Frontage- P27 Jefferson Avenue 250 Feet Road Frontage- P27 Lincoln Lane North 300 Feet Road Frontage- P27 Meridian Avenue 145 Feet Shape - P25&P26 Rectangular Shape - P27 L-shape Topography Improved to road grade Primary Traffic Counts(24 hrs.) 17th Street 17,300 Secondary Traffic Counts(24 hrs.) Alton Road 27,500 Zoning District- Existing GU,Government Use District Zoning District- Proposed for P25 CD-2,Commercial,Medium Intensity District and CD-3,Commercial, High Intensity District Zoning District- Proposed for P26&P27 CD-3,Commercial, High Intensity District Flood Map Panel No. &Date 12086C0317L 11-Sep-09 Flood Zone Zone AE Comparative Analysis Rating Visibility Good local street& pedestrian visibility Functional Utility Good potential for mixed-uses Traffic Volume Neighborhood,Commercial&seasonal Adequacy of Utilities Municipal utility services Landscaping Urban streetscape Drainage Municipal storm drainage Utilities Provider Availability Water City of Miami Beach Yes Sewer City of Miami Beach Yes Natural Gas Contract service Yes Electricity FPL Yes Telephone AT&T land lines Yes Mass Transit Miami-Dade County(MDT) bus Yes service and Miami Beach Trolley Other Yes No Unknown Detrimental Easements X Encroachments X Deed Restrictions X Reciprocal Parking Rights TBD Various sources compiled by CBRE ©2022 CBRE,Inc. 27 CBRE 2022 CBRE,Inc. Site Analysis SITE DESCRIPTION The subject sites are all improved with municipal metered, surface parking lot site improvements. We have relied on the legal descriptions, surveys, recorded plat and Miami-Dade County Property Appraiser's data referenced throughout this report. INGRESS/EGRESS Vehicular ingress/egress is available to each of the subject sites via public rights-of-way, while pedestrian access is provided on all fronts via improved sidewalks. Street improvements include asphalt paved traffic lanes, signalized crosswalks, metered street parking, concrete curbs, gutters and sidewalks, and street lighting. TOPOGRAPHY AND INFRASTRUCTURE The subject sites are all improved to road grade in a built-out submarket with all off-site infrastructure in-place including urban streetscape, pedestrian sidewalks, underground utilities, and concrete curbs, gutters & storm drainage system. The topography of the site is not seen as an impediment to the development of the property. During our inspection of the site, we observed no drainage problems. However, it is important to note that the City of Miami Beach is a barrier island and reported to be ground zero for sea level rise issues and engineering. SOILS A soils analysis for the site has not been provided for the preparation of this appraisal. In the absence of a soils report, it is a specific assumption that the site has adequate soils to support the highest and best use. EASEMENTS AND ENCROACHMENTS There are no known easements or encroachments impacting the sites that are considered to affect the marketability or highest and best use. It is recommended that the client/reader obtain a current title policy outlining all easements and encroachments on the properly, if any, prior to making a business decision. COVENANTS, CONDITIONS AND RESTRICTIONS There are no known covenants, conditions or restrictions impacting the site that are considered to affect the marketability or highest and best use. It is recommended that the client/reader obtain a copy of the current covenants, conditions and restrictions, if any, prior to making a business decision. ©2022 CBRE,Inc. 28 CBRE 2G..CBRE. Site Analysis UTILITIES AND SERVICES The site includes all municipal services, including police, fire and refuse garbage collection. All utilities are available to the site in adequate quality and quantity to service the highest and best use. ENVIRONMENTAL ISSUES Although CBRE was not provided an Environmental Site Assessment (ESA), a tour of the site did not reveal any obvious issues regarding environmental contamination or adverse conditions. The appraiser is not qualified to detect the existence of potentially hazardous material or underground storage tanks which may be present on or near the site. The existence of hazardous materials or underground storage tanks may affect the value of the property. For this appraisal, CBRE, Inc. has specifically assumed that the property is not affected by any hazardous materials that may be present on or near the property. CONCLUSION The subject sites are all well located along north-south thoroughfares with excellent walkability to the Lincoln Road pedestrian mall, as well as, resort hotels, residential neighborhood and the Atlantic Ocean beach front. 29 CBRE ©2022 CBRE,Inc. c 2022 CBRE,Inc. Zoning ZONING MAP :M,I pW-u'-oF THE'NG M'4P ... CITY OF -.- MIAMI BEACH ,., •FLORIDA• • • e ti. .. - f I .: 4Y ' ,4,ifIP--k110.:, _111,,,,,.....„ E:-_-. s ,_,i , .I 30 CBRE ©2022 CBRE,Inc. s,2022 CBRE,Inc. Zoning Zoning The following chart summarizes the subject's existing zoning requirements. ZONING SUMMARY Current Zoning GU,Government Use District Intent&Purpose Any land or air rights owned by or leased to the city or other governmental agency for no less than an initial term of 20 years shall automatically convert to a GU government use district. Uses Permitted The main permitted uses in the GU government use district are government buildings and uses,including but not limited to parking lots and garages;parks and associated parking;schools;performing arts and cultural facilities;monuments and memorials.Any use not listed above shall only be approved after the city commission holds a public hearing.See subsection 142-425(e)for public notice requirements. Private Uses Private or joint government/private uses in the GU government use district,including air rights,shall be reviewed by the planning board prior to approval by the city commission.See subsection 142-425(e)for public notice requirements. Accessory Uses Accessory uses in the GU government use district are as required in section 142-903. Development Regulations (a) The development regulations(setbacks,floor area ratio,signs,parking,etc.)in the GU government use district shall be the average of the requirements contained in the surrounding zoning districts as determined by the planning and zoning director,which shall be approved by the city commission. Upon the sale of GU property,the zoning district classification shall be determined,after public hearing with notice pursuant to Florida Statutes,by the city commission in a manner consistent with the comprehensive plan.Upon the(b) expiration of a lease to the city or other government agency,the district shall revert to the zoning district and its regulations in effect at the initiation of the lease. (c)Setback regulations for parking lots and garages when they are the main permitted use are listed in subsection 142-1132(n). (d) Following a public hearing,the development regulations required by these land development regulations,except for the historic preservation and design review processes,may be waived by a five- sevenths vote of the city commission for developments pertaining to governmental owned or leased buildings,uses and sites which are wholly used by,open and accessible to the general public,or used by not- for-profit,educational,or cultural organizations,or for convention center hotels,or convention center hotel accessory garages,or city utilized parking lots,provided they are continually used for such purposes. Notwithstanding the above,no GU property may be used in a manner inconsistent with the comprehensive plan.In all cases involving the use of GU property by the private sector,or joint government/private use, development shall conform to all development regulations in addition to all applicable sections contained in these land development regulations and shall be reviewed by the planning board prior to approval by the city commission.All such private or joint government/private uses are allowed to apply for any permittee variances and shall not be eligible to waive any regulations as described in this paragraph.However,not-for- profit,educational,or cultural organizations as forth herein,shall be eligible for a city commission waiver of development regulations as described in this paragraph,except for the historic preservation and design review processes.Additionally,private uses on the GU lots fronting Collins Avenue between 79th and 87th Streets approved by the city commission for a period of less than ten years shall be eligible for a city commission waiver of the development regulations as described in this paragraph,for temporary structures only.Such waivers applicable to GU lots fronting Collins Avenue between 79th and 87th Streets may include,but not be limited to,the design review process,provided the city commission,as part of the waiver process,evaluates and considers all applicable design review requirements and criteria in chapter 118 of (e)When a public hearing is required to waive development regulations before the city commission,the public notice shall be advertised in a newspaper of general paid circulation in the city at least 15 days prior to the hearing.Fifteen days prior to the public hearing date,both a description of the request and the time and place of such hearing shall be posted on the property,and notice shall also be given by mail to the owners of land lying within 375 feet of the property.A five-sevenths vote of the city commission is required to approve a waiver or use that is considered under this regulation. Source: City of Miami Beach Planning 8 Zoning Department ©2022 CBRE,Inc. 31 CBRE 2022 CBRE,inc. Zoning The following chart summarizes the subject's proposed rezoning regulation. ZONING SUMMARY Current Zoning CD-2,Commercial,Medium Intensity District Purpose The CD-2 commercial, medium intensity district provides for commercial activities, services, offices and related activities which serve the entire city. Moin Permitted Uses The main permitted uses in the CD-2 commercial,medium intensity district are commercial uses(including. for example.personal service establishments);apartments;apartment hotels,hotels,hostels,and suite hotels (pursuant to section 142.1105 of this chapter);religious institutions with an occupancy of 199 persons or less and alcoholic beverages establishments pursuant to the regulations set forth in chapter 6;Alcoholic beverage establishments located in the following geographic areas within the CD-2 commercial,medium intensity district shall be subject to the additional requirements set forth in section 142-310: a) Mon Road corridor. Properties on the west side of Alton Road and east of Alton Court,between 5th Street and 11 th Street,and between 14th Street and Collins Canal;and properties on the east side of West Avenue, between Lincoln Road and 17th Street,except alcoholic beverage establishments fronting Lincoln Road between West Avenue and Alton Road. b) Sunset Harbour neighborhood. The geographic area generally bounded by Purdy Avenue to the west, 20th Street and the waterway to the north,Alton Road to the east,and Dade Boulevard to the south. Conditional Uses The conditional uses in the CD-2 commercial, medium intensity district are funeral home; religious institutions; pawnshops; video game arcades; public and private institutions; schools; any use selling gasoline; new construction of structures 50,000 square feet and over (even when divided by a district boundary line),which review shall be the first step in the process before the review by any of the other land development boards;outdoor entertainment establishment;neighborhood impact establishment; open air entertainment establishment;and storage and/or parking of commercial vehicles.on a site other than the site at which the associated commerce,trade or business is located.See section 142-1103. Accessory Uses The accessory uses in the CD-2 commercial,medium intensity district are as required in article IV,division 2 of this chapter;and accessory outdoor bar counters,provided that the accessory outdoor bar counter is not operated or utilized between midnight and 8:00 a.m.;however,for an accessory outdoor bar counter which is adjacent to a property with an apartment unit,the accessory outdoor bar counter may not be operated or utilized between 8:00 p.m.and 8:00 a.m. Prohibited Uses The prohibited uses in the CD-2 commercial,medium intensity district are accessory outdoor bar counters, except as provided in article IV,division 2 of this chapter and in chapter 6. Source. City of Miami Beach Planning 8 Zoning Department 32 CBRE ©2022 CBRE,Inc. a'2022 CBRE,Inc. Zoning ZONING SUMMARY-Continued Maximum Floor Area Ratio 1.50 FAR,plus Code Section 142-307(d)allows 2.0 FAR where more than 25%of the building is used for Minimum Lot Area None Minimum Lot Width None Minimum Apt.Unit Size New Construction: 550-SF;Rehabilitated Buildings: 400-SF Non-elderly and elderly low and moderate income housing: 400-SF Workforce Housing: 400-SF Average Apt.Unit Size New Construction: 800-SF;Rehabilitated Buildings: 550-SF Non-elderly and elderly low and moderate income housing: 400-SF Workforce housing:400-SF Minimum Hotel Unit Size 15%: 300-SF to 335-SF and 85%:335-SF 8,up;Rehabilitation of Historic Buildings:200-SF For contributing hotel structures,located within an individual historic site,a local historic district or a notional register district,which are being renovated in accordance with the Secretary of the Interior Standards and Guidelines for the Rehabilitation of Historic Structures as amended,retaining the existing room configuration shall be permitted,provided all rooms are a minimum of 200 square feet. Additionally,existing room configurations for the above described hotel structures may be modified to address applicable life-safety and accessibility regulations,provided the 200 square feet minimum unit size is maintained,and provided the maximum occupancy per hotel room does not exceed 4 persons.In addition, the minimum hotel unit size for a property formerly zoned HD is 250 square feet,provided that the property does not exceed 25,000 square feet as of March 23,2019.Hotel units within rooftop additions to contributing structures in a historic district and individually designated historic buildings-200. Average Hotel Unit Size The number of units may not exceed the maximum density set forth in the comprehensive plan. Maximum Height 50 Feet(except as provided in Section 142-1161) Notwithstanding the above,the design review board or historic preservation board,in accordance with the applicable review criteria,may allow up to an additional five feet of height,not to exceed a maximum height of 55 feet.In order to utilize the additional height,the first floor shall provide at least 12 feet in height,as measured from the base flood elevation plus maximum freeboard,to the top of the second floor slab. 40 Feet for self-storage warehouse,except that the building height shall be limited to 25 feet within 50 feet from the rear property line for lots abutting an alley;and within 60 feet from a residential district for blocks with no alley. 60 Feet for mixed-use and commercial buildings that include structured parking for properties on the west side of Alton Road from 6th Street to Collins Canal. Maximum Stories 5 Stories(except for permitted height exceptions as provided in Code Section 142-1161) Minimum Setbacks; Front,At Grade Parking Lot 5 Feet Front,Pedestal&Tower Non-Oceanfront -0-Feet and residential uses follow the RM-1,2&3 setbacks Front,Pedestal&Tower Oceanfront Pedestal: 15 Feet;Tower: 20 Feet+1 foot for every 50 feet in height,to a maximum of 50 feet,then Side,Interior,At Grade Parking Lot 5 Feet Side,Interior,Pedestal&Tower Non-Oceanfront 10 feet when abutting a residential district,otherwise none.Notwithstanding the foregoing,rooftop additions to contributing structures in a historic district and individually designated historic buildings may follow existing nonconforming rear pedestal setbacks. Side,Interior,Pedestal&Tower Oceanfront Notwithstanding the foregoing,rooftop additions to contributing structures in a historic district and individually designated historic buildings may follow existing nonconforming rear pedestal setbacks. Side,Facing a Street,At Grade 5 Feet Side,Facing a Street,Pedestal&Tower Non-Oceanfront 10 feet when abutting a residential district,unless separated by a street or waterway otherwise none Side,Facing a Street,Pedestal 8 Tower Oceanfront 10 Feet Rear,At Grade Parking Lot 5 Feet and if abutting an alley-0-Feet Rear,Pedestal&Tower Non-Oceanfront 5 Feet;and,10 Feet when abutting residential district,unless separated by a street or waterway,then-0- Rear,Pedestal&Tower Oceanfront 25%of lot depth,75 feet minimum from the bulkhead line whichever is greater (b) The tower setback shall not be less than the pedestal setback. (c) Parking lots and garages:If located on the same lot as the main structure the above setbacks shall apply. If primary use the setbacks are listed in subsection 142-1132(n). (d) Mixed use buildings:Calculation of setbacks and floor area ratio: (1) Setbacks.When more than 25 percent of the total area of a building is used for residential or hotel units, any floor containing such units shall follow the RM-1,2,3 setback regulations. (2) Floor area ratio.When more than 25 percent of the total area of a building is used for residential or hotel units,the floor area ratio range shall be as set forth in the RM-2 district. (3) The maximum floor area ratio (FAR) for self-storage warehouses shall be 1.5. The floor area ratio provision for mixed use buildings in section 142-307(d)(2)above shall not apply to self-storage warehouse development. Buildings Containing Parking Spaces Residential or commercial uses,as applicable,at the first level along every facade facing a street,sidewalk or waterway;for properties not having access to an alley,the required residential space shall accommodate entrance and exit drives. Residential or commercial uses above the first level along every facade facing a waterway. For properties less than 60 feet in width,the total amount of commercial space at the first level along a street side shall be determined by the design review or historic preservation board,as applicable.All facades above the first level,facing a street or sidewalk,shall include a substantial portion of residential or commercial uses; the total amount of residential or commercial space shall be determined by the design review or historic preservation board,as applicable,based upon their respective criteria. Parking Requirements-District No.6 Refer to Section 130-31 of municipal zoning code. Source: City of Miami Beach Planning IS Zoning Department 33 CBRE ©2022 CBRE,Inc. d'2022 CBRE,Inc Zoning ZONING SUMMARY Current Zoning CD-3,Commercial,High Intensity District Purpose The CD-3 district is designed to accommodate a highly concentrated business core in which activities serving the entire city are located. Permitted Uses The main permitted uses are commercial uses; apartments; apartment/hotels; hotels, alcoholic beverage establishments pursuant to the regulations set forth in Chapter 6,and religious institutions with on occupancy of 199 persons or less. Offices are prohibited on the ground floor on that portion of Lincoln Road which is closed to traffic,unless the office area is located in a mezzanine,or at least 75 feet back from the storefront; also apartments, apartment/hotels and hotels located on that portion of Lincoln Road shall comply with section 142-335.Dance halls(as defined in section 114-1 of this Code)not also operating as restaurants with full kitchens and serving full meals and licensed as alcoholic beverage establishments are prohibited on properties having a lot line adjoining Lincoln Road,from the Atlantic Ocean to Biscayne Bay,unless the dance hall is located within a hotel with a minimum of 100 hotel units. Conditional Uses The conditional uses are adult living congregate facilities;new construction of structures 50,000 square feet and over(even when divided by a district boundary line),which review shall be the first step in the process before the review by any of the other land development boards; outdoor entertainment establishment, neighborhood impact establishment, open air entertainment establishment, nursing homes; religious institutions with an occupancy greater than 199 persons;video game arcades;public and private institutions; schools and major cultural dormitory facilities as specified in section 142-1332;and storage and/or parking of commercial vehicles on a site other than the site at which the associated commerce,trade or business is located, except such storage and/or parking of commercial vehicles shall not be permitted on lots with frontage on Lincoln Road, Collins Avenue, 41st Street and 71st Street. See subsection 142-1103(c). When located on that portion of Lincoln Road that is closed to traffic,these uses shall comply with section 142-335. Accessory Uses The accessory uses in the CD-3 commercial,high intensity district are as follows: (1) Those uses permitted in article IV,division 2 of this chapter. (2) Accessory outdoor bar counters,pursuant to the regulations set forth in Chapter 6,provided that the accessory outdoor bar counter is not operated or utilized between midnight and 8:00 a.m.;however,for an accessory outdoor bar counter which is adjacent to a property with an apartment unit,the accessory outdoor bar counter may not be operated or utilized between 8:00 p.m.and 8:00 a.m. Prohibited Uses The prohibited uses are pawnshops; secondhand dealers of precious metals/precious metals dealers; and accessory outdoor bar counter,except as provided in Article IV,Division 2 of this Chapter and in Chapter 6. Lincoln Road Apartments, apartment/hotels, hotels and the conditional uses, as described in this division, which are located on that portion of Lincoln Road that is closed to traffic, may have first floor entrances and lobbies occupying up to 20 percent of their total street frontage(s).The remainder of their first floor frontage shall consist solely of commercial uses,extending back at least 75 feet from the street frontage(s). Source: Miami Beach Planning 8 Zoning Dept. 34 CBRE ©2022 CBRE,Inc. 2021 CBRE,Inc. Zoning ZONING SUMMARY-Continued F.A.R. 1) Lot area equal to or less than 45,000 sq.ft.-2.25;Lot area greater than 45,000 sq.ft.-2.75;Oceanfront lots with lot area greater than 45,000 sq.ft.-3.0. 2) Notwithstanding the above,oceanfront lots in architectural district shall have a maximum FAR of 2.0. 3) Notwithstanding the above,lots located between Drexel Avenue and Collins Avenue and between 16th Street and 17th Street shall have a maximum FAR of 2.75. 4) Notwithstanding the above,lots which,as of the effective date of this ordinance(November 14,1998),are oceanfront lots with a lot area greater than 100,000 sq.ft.with an existing building,shall have a maximum FAR of 3.0;however,additional FAR shall be available for the sole purpose of providing hotel amenities as follows:the lesser of 0.15 FAR or 20,000 sq.ft. However,the floor area ratio maximum for residential development,inclusive of hotels,in the architectural district shall be 2.50. Minimum Lot Area Commercial-None;Residential-7,000 SF Minimum Lot Width Commercial-none;residential-50 feet Maximum Height 75 feet. Lots within the architectural district:50 feet. Lots fronting on 17th Street:80 feet. City Center Area(bounded by Drexel Avenue,16th Street,Collins Avenue and the south property line of those lots fronting on the south side of Lincoln Road):100 feet. Notwithstanding the foregoing requirement for City Center Area,the following additional shall apply:The height for lots fronting on Lincoln Road and 16th Street between Drexel Avenue and Washington Avenue are limited to 50 feet for the first 50'of lot depth. The height for lots fronting on Drexel Avenue is limited to 50 feet for the first 25'of lot depth(except as provided in section 142-1161). Maximum Stories 7 stories. Lots within the agricultural district:5 stories. Lots fronting on 17th Street:7 stories. City Center Area(bounded by Drexel Avenue,16th Street,Collins Avenue and the south property line of those lots fronting on the south side of Lincoln Road):11 stories,subject to the applicable height restrictions (except as provided in section 142-1161). Minimum Setbacks; Front Yard 5 Feet Street Side Yard Subterranean design is 0 feet;pedestal&tower is 0 to 10 feet for non-Oceanfront properties and 10 feet for Oceanfront commercial properties and for residential uses,must follow RM 1,2,&3 setbacks. Interior Side Yard 5 Feet Rear Yard 5 Feet and-0-if abutting an alley Minimum Unit Size New Construction-550 SF Rehabilitated buildings-400 SF Hotels-15%of units-300 SF to 335 SF;and the remaining 85%of units- 335 SF or more For contributing hotel structures,located within an individual historic site,a local historic district or a national register district,which are being renovated in accordance with the Secretary of the Interior Standards and Guidelines for the Rehabilitation of Historic Structures as amended,retaining the existing room configuration shall be permitted,provided all rooms are a minimum of 200 square feet.Additionally,existing room configurations for the above described hotel structures may be modified to address applicable life-safety and accessibility regulations,provided the 200 square feet minimum unit size is maintained,and provided the maximum occupancy per hotel room does not exceed 4 persons. Average Unit Size New Construction-800 SF Rehabilitated buildings-550 SF Hotels-N/A Off-Street Parking Requirement; Alcoholic Beverage Establishment 1 space per 4 seats&1 space per 60-SF of non-seating area Amusement Place 1 space per 60-SF Apartment&Apt.-Hotel 1.5 spaces per unit on lots 50 feet in width or less Outdoor Cafe 1 space per 4 seats Sidewalk Cafes None required Grocery Stores&Supermarket 1 space per 250-SF Hotel 1 space per unit for structures under 250-units Office 1 space per 400-SF Retail Store 1 space per 300-SF Source: Miami Beach Planning&Zoning Dept. 35 CBRE ©2022 CBRE,Inc. 20:.CBRE.ii�. Zoning ANALYSIS AND CONCLUSION The existing municipal metered, surface parking lot improvements represent a legally conforming use and the City of Miami Beach is considering potential redevelopment of the subject properties, subject to a citywide voter referendum, a comprehensive land use modification and rezoning from GU, Government Use to CD-2, Commercial, Medium Intensity and CD-3, Commercial, High Intensity districts. The third party developer responses to the City's RFP and proposed term sheets are summarized as follows: Municipal Lot Site Size Proposal Proposed FAR P25 0.86-Acre 70,125-SF Retail & Office 1.87-FAR P26 1.10-Acres 124,548-SF Retail & Office 2.59-FAR P27 1 .36-Acres 156,800-SF Retail, Office & 2.65-FAR Residential According to the client, the P25 lot is proposed to be split zoned CD-2, Commercial, Medium Intensity & CD-3, Commercial, High Intensity, while P26 & P27 are proposed for the CD-3, Commercial, High Intensity designation. As such, the foregoing proposals appear to be in general conformance with the proposed rezoning districts. Additional information may be obtained from the City of Miami Beach Planning & Zoning Department. For purposes of this appraisal, CBRE has assumed the information obtained is correct. 36 CBRE CO 2022 CBRE,Inc. <.2022 CBRf.Inc. Tax and Assessment Data Tax and Assessment Data AD VALOREM TAX INFORMATION - MUNICIPAL PARKING LOT P25 Pro Forma Parcel Assessor's Parcel No. 2020 2021 1 02-3234-004-0870 760,656 760,545 526,000,000 2 02-3234-004-0880 760,546 760,545 3 02-3234-004-0890 760,670 760,559 4 02-3234-004-0900 750,000 750,000 5 02-3234-004-0910 760,670 760,559 Subtotal $3,792,542 $3,792,208 $26,000,000 %of Assessed Value 100% 100% 65% Final Assessed Value 3,792,542 3,792,208 $16,900,000 General Tax Rate(per$100 A.V.) 1.935960 1.930810 1.930810 Total Taxes $73,422 $73,220 5326,307 4% Tax Reduction for Early Pay Discount ($2,937) (52,929) (513,052) Total Adjusted Taxes Exempt Exempt $313,255 Taxes per SF --- --- $8.36 Source: Assessor's Office AD VALOREM TAX INFORMATION - MUNICIPAL PARKING LOT P26 Pro Forma Parcel Assessor's Parcel No. 2020 2021 1 02-3234-004-0710 491,592 491,471 $33,600,000 2 02-3234-004-0720 811,578 811,457 3 02-3234-004-0730 811,592 811,471 4 02-3234-004-0820 811,585 811,464 5 02-3234-004-0830 811,585 811,464 6 02-3234-004-0840 491,585 491,464 Subtotal $4,229,517 $4,228,791 $33,600,000 %of Assessed Value 100% 100% 65% Final Assessed Value 3,792,542 3,792,208 $21,840,000 General Tax Rate(per S100 A.V.) 1.935960 1.930810 1.930810 Total Taxes $73,422 $73,220 $421,689 4% Tax Reduction for Early Pay Discount ($2,937) ($2,929) ($16,868) Total Adjusted Taxes Exempt Exempt $404,821 Taxes per SF --- --- S8.43 Source: Assessor's Office (c)2022 CBRE,Inc. 37 CBRE t,2022 CBRE,Inc. Tax and Assessment Data AD VALOREM TAX INFORMATION - MUNICIPAL PARKING LOT P27 Pro Forma Parcel Assessor's Parcel No. 2020 2021 1 02-3234-007-0560 750,000 750,000 $39,000,000 2 02-3234-007-0570 1,425,000 1,425,000 3 02-3234-007-0630 750,000 750,000 4 02-3234-007-0640 750,000 750,000 5 02-3234-007-0650 755,486 755,486 6 02-3434-007-0660 750,000 750,000 7 02-3234-007-0670 750,000 750,000 Subtotal $5,930,486 $5,930,486 $39,000,000 %of Assessed Value 100% 100% 65% Final Assessed Value 3,792,542 3,792,208 $25,350,000 General Tax Rate(per$100 A.V.) 1.935960 1.930810 1.930810 Total Taxes $73,422 $73,220 $489,460 4% Tax Reduction for Early Pay Discount (52,937) (52,929) (S19,578) Total Adjusted Taxes Exempt Exempt $469,882 Taxes per SF --- --- 57.93 Source: Assessor's Office The local Assessor's methodology for valuation is sales comparison approach to value. The next re-assessment of the subject was scheduled for January 1, 2023. If the subject sold for the value estimate in this report, a reassessment at that value could occur based on the "just value" statute, less cost of sale. It should also be noted that the subject property is exempt from real estate property taxes based on city government ownership. However, if the subject property were sold-off to a third-party developer or user, the exemption would be rescinded. In addition, under a ground lease scenario, the land component would remain exempt while the third-party leasehold improvements would be taxable, unless a non-profit or municipal government entity developed and operated the leasehold improvements. According to the "just value" statute for all Counties within the State of Florida, the assessment for taxation purposes, is supposed to reflect 100% of market value, less cost of sale, i. e. marketing & real estate commissions, transaction & mortgage recording fees, etc., which typically equates to 65% to 85% of a recorded sale price and/or a market value estimate. According to a representative of Miami-Dade County Revenue Collector, there are no delinquent property taxes encumbering the subject. ©2022 CBRE,Inc. 38 CBRE 42 2022 CBRE,Irx. Market Analysis Market Analysis The market analysis forms a basis for assessing market area boundaries, supply and demand factors, and indications of financial feasibility. Primary data sources used for this analysis includes CoStar Group, Inc., PriceWaterhouseCoopers (PWC), Econometric Advisors (a subsidiary of CBRE, Inc.), REIS, Costar Group and Esri. METROPOLITAN MIAMI-DADE COUNTY, FL - OFFICE MARKET OVERVIEW Recent Performance The following table summarizes historical and projected performance for the overall metropolitan Miami-Dade County, FL - office market, as reported by CoStar. MIAMI-DADE COUNTY,FL-OFFICE MARKET Inventory Completions Occupied Stock Asking Rent Asking Rent Net Absorption Transaction Year Ending Occupancy Price Per Area (SF) (SF) (SF) ($/SF Gross) Change (SF) (SF) 2017 106,065,221 686,246 97,881,120 92.3% $35.12 3.27% 1,416,122 $236.27 2018 107,241,402 1,176,181 98,064,328 91.4% $36.73 4.58% 83,271 $246.41 2019 107,376,445 40,043 98,231,984 91.5% $37.88 3.14% 166,728 $72.45 2020 108,651,333 1,274,888 97,521,400 89.8% $39.02 2.99% -710,584 $176.97 Q 1 2021 108,816,932 165,599 97,314,536 89.4% $39.42 1.04% -206,868 $237.50 Q22021 109,056,867 239,935 97,524,120 89.4% $40.01 1.49% 209,588 $245.55 Q3 2021 109,053,560 -3,307 98,054,776 89.9% $40.58 1.41% 530,651 $290.22 Q42021 109,410,206 356,646 98,087,152 89.7% $41.31 1.82% 32,381 $183.21 2021 109,410,206 758,873 98,087,152 89.7% $41.31 5.88% 565,752 $183.21 01 2022 109,482,715 72,509 98,507,640 90.0% $41.82 1.23% 420,485 $228.16 Q2 2022' 109,826,469 343,754 98,802,240 90.0% $42.62 1.91% 294,631 $424.09 Q32022' 110,705,613 879,144 99,173,688 89.6% $43.47 2.01% 372,391 - Q42022' 111,136,850 431,237 99,557,928 89.6% $44.28 1.86% 385,987 - 2022* 111,136,850 1,726,644 99,557,928 89.6% $44.28 7.19% 1,473,494 - ---- 2023' 111,203,739 66,889 100,750,008 90.6% $47.43 7.10% 1,196,004 - 2024' 112,218,450 1,014,711 101,631,888 90.6% $49.53 4.44% 883,377 - 2025' 113,531,626 1,313,176 102,505,240 90.3% $50.86 2.68% 876,776 - 2026' 114,519,142 987,516 103,154,960 90.1% $51.63 1.52% 653,076 - 2027' 115,487,898 968,756 103,755,344 89.8% $52.18 1.06% 603,631 - •Future Projected Data according to CoStar Source:CoStar,1st Quarter 2022 The Miami-Dade County, FL - office market consists of approximately 109,482,715 square feet of office space. The following observations are noted from the table above: • As of 1st Quarter 2022, there was approximately 98,507,640 square feet of occupied office space (including sublet space), resulting in an occupancy rate of 90.0% for the metro area. This reflects an increase from the previous quarter's occupancy of 89.7%, and a small increase from an occupancy rate of 89.7% from last year. • The area experienced positive 420,485 square feet of net absorption for the current quarter. This indicates an improvement from the previous quarter's positive 32,381 square feet of net absorption, and a decline from the positive 565,752 square feet of net absorption from last year. ©2022 CBRE,Inc. 39 CBRE %0,. !AR( Market Analysis • The area had completions of positive 72,509 square feet for the current quarter, which indicates a decrease from the previous quarter's completions of positive 356,646 square feet, and indicates a decline from completions of positive 758,873 square feet from last year. • The area achieved average asking rent of $41.82 per square foot, which indicates an increase from the previous quarter's asking rent of $41.31 per square foot, and an increase from the asking rent of $41.31 per square foot from last year. Historical Inventory—Market HISTORICAL INVENTORY:MIAMI-DADE COUNTY,FL-OFFICE MARKET 116,000,000 115,487,898 11,1 319 14'_ 114,000,000 113 111 218,450 112,000,000 111.136.350 111.263.739 110,000,0130 109,47C.]:P 168,651.333 108.000,000 107.241,401 107,376 445 106,065,121 106,000,000 104,00.000 101.000400 100,000,000 2017 2018 2019 2020 2021 - 'Future Protected Oath/mooring to CoStar Source CoStar,1 at Quarter 2022 Inventory is projected to be 111,136,850 square feet at the end of the current year, which represents an increase from the previous year's inventory of 109,410,206 square feet. Inventory for next year is projected to be 11 1,203,739 square feet, reflecting an increase from the current year. 40 CD2022 CBRE,Inc. CBRE 20.,Cdkf . Market Analysis Historical Occupancy - Market HISTORICAL OCCUPANCY:MIAMI-DADE COUNTY,FL-OFFICE MARKET 92 S% 92.3% 92.0% 91-a% 915% 91 5% 91.0% ' 90.5% IiiiiIiiii 89.5% 390% 88.5% 88.a% 2017 2012 2010 2022 2021 20:2' 2:,25• 2026- •Future Projected Data accordn9 to CoStar Source.CoStar,1st Quarter 2022 At the end of the current year, the occupancy rate is projected to be 89.6%, which reflects a small decrease from the 89.7% occupancy rate at the end of last year. Occupancy for next year is projected to be 90.6%, reflecting an increase from the current year. Historical Net Absorption - Market HISTORICAL NET ABSORPTION:MIAMI-DADE COUNTY,FL-OFFICE MARKET 1,416,122 1.a73 a96 1.196 9041 883,377 876.776 565,752 653 076 603.631 111 2226' 2027' -500,000 10,;ti AMe1aIr *now ,.rams ,.rrr *Mk. 000,000 •Future Projected Data accorditg to CoStar Source CoStar,lat Quarter 2022 At the end of the current year, the area is projected to experience positive 1,473,494 square feet of net absorption, which indicates an improvement from the positive 565,752 square feet of net absorption for the previous year. The area is projected to experience positive 1,196,004 square feet of net absorption as of the end of next year, which indicates a decline from the current year. 41©2022 CBRE,Inc. CBRE zc„ceae ,. Market Analysis Historical Completions - Market HISTORICAL COMPLETIONS:MIAMI-DADE COUNTY,FL-OFFICE MARKET 1,600.000 1.726 64- 1.600,000 1,400,000 1274.388 1.313 176 1.200.000 t+,711 987.516 968.756 1.000.00C 758,873 K10.000 686.246 600.00C 400.000 200000 2017 2a18 2019 2020 2021 2C11• 2024• 2025• 20266 2027• •Future Projected Data according to CoStar Source CoStar,1st Quarter 2022 The area is projected to achieve completions of positive 1,726,644 square feet for the current year, which indicates an improvement from the previous year's completions of positive 758,873 square feet. The area is projected to experience completions of positive 66,889 square feet as of the end of next year, which indicates a decline from the current year. Historical Asking Rent - Market HISTORICAL ASKING RENT:MIAMI-DADE COUNTY,FL-OFFICE MARKET 560.0G 550 86 551.63 552.16 550.00 54743 549.53 iiiiillllll 540.0C S30.00 520.00 510.00 2017 2216 2013 2020 2021 2022' 2023• 2C24• 2025' 2026' 2027• •Future Projected Data according to CoStar Source CoStar,1st Quarter 2022 The area is projected to achieve average asking rent of $44.28 per square foot at the end of the current year, which indicates an increase from the previous year's asking rent of $41.31 per 42 CBRE ©2022 CBRE,Inc. t•2022 CBRE,Inc. Market Analysis square foot. The area is projected to achieve asking rent of $47.43 per square foot by the end of next year, indicating an increase from the current year. SUBMARKET SNAPSHOT The following table summarizes the supply of office square footage for each Submarket within the Miami-Dade County, FL - market as of 1st Quarter 2022. MIAMI-DADE COUNTY,FL-OFFICE SUBMARKET SNAPSHOT Submarket Inventory(SF) Completions"(SF) HDRrn9„r -ce-�ns tsar Occupancy Aventura 2,580,276 -23,650 $53.66 93.2% Biscayne Corridor 3,635,291 0 $40.97 90.4% Brickell 8,583,836 0 $59.41 89.6% Coconut Grove 2,610,394 180,000 $52.33 88.9% Coral Gables 11,581,689 -77,921 $43.53 88.1% Coral Way 2,598,090 0 $35.99 95.9% Downtown Miami 12,333,223 0 $44.53 84.2% Hialeah 3,356,652 0 $34.03 98.5% Kendall 12,961,450 0 $38.22 95.4% Miami 6,227,231 0 $39.75 96.8% Miami Airport 19,667,138 0 $36.63 86.3% Miami Beach 4,983,003 144,430 $47.75 88.5% Miami Gardens/Opa Locka 459,743 0 $34.37 95.8% Miami Lakes 3,637,456 0 $32.40 91.5% Northeast Dade 7,133,464 -6,226 $33.82 94.6% Outlying Miami-Dade Cnty 345,524 71,886 $36.72 42.5% South Dade 2,572,226 47,693 $34.70 93.5% West Miami 2,069,141 0 $34.23 97.3% Wynwood-Design District 2,146,888 329,571 $54.51 72.8% 'Completions include trailing 4 quarters Source:CoStar,1st Quarter Miami Beach Submarket Important characteristics of the Miami Beach office market are summarized below: MIAMI BEACH OFFICE SUBMARKET Inventory Completions Occupied Stock Asking Rent Asking Rent Net Absorption Transaction Year Ending Occupancy Price Per Area (SF) (SF) (SF) ($/SF Gross) Change (SF) (SF) 2017 4,854,166 26,899 4,556,891 93.9% $41.12 5.20% -44,250 $669.91 2018 4,854,166 0 4,505,588 92.8% $41.57 1.11% -51,239 $494.58 2019 4,838,573 -15,593 4,470,279 92.4% $42.88 3.14% -35,309 $303.78 2020 4,838,573 0 4,448,140 91.9% $44.28 3.26% -22,139 $550.13 Q1 2021 4,838,573 0 4,460,929 92.2% $44.87 1.33% 12,789 $386.61 022021 4,838,573 0 4,461,357 92.2% $45.55 1.52% 428 $1,420.22 03 2021 4,838,573 0 4,460,762 92.2°/ $46.25 1.55°/ -595 $572.74 Q42021 4,838,573 0 4,399,572 90.9% $47.11 1.86% -61,190 $624.28 2021 4,838,573 0 4,399,572 90.9% $47.11 6.40% -48,568 $624.28 01 2022 4,983,003 144,430 4,407,489 88.5% $47.75 1.35% 7,917 $770.10 Q2 2022* 4,983,003 0 4,446,358 89.2% $48.68 1.96% 38,875 $794.88 032022' 4,995,825 12,822 4,457,452 89.2% $49.65 1.99% 11,128 - 042022* 4,992,719 -3,106 4,486,817 89.9% $50.56 1.84% 29,412 - 2022* 4,992,719 154,146 4,486,817 89.9% $50.56 7.33% 87,332 2023' 5,065,851 73,132 4,502,016 88.9% $54.07 6.94% 15,110 - 2024* 5,110,603 44,752 4,571,096 89.4% $56.38 4.27% 67,908 - 2025* 5,553,400 442,797 4,976,362 89.6% $57.84 2.59% 404,795 - 2026* 5,659,730 106,330 5,054,881 89.3% $58.67 1.44% 77,971 - 2027' 5,764,458 104,728 5,131,736 89.0% $59.26 0.99% 76,021 - *Future Projected Data according to CoStar Source:CoStar,1st Quarter 2022 43 CBRE ©2022 CBRE,Inc. Market Analysis The Miami Beach office submarket consists of approximately 4,983,003 square feet of office space. The current submarket inventory represents approximately 4.6% of the overall market inventory. The following observations were noted from the table above: • As of 1st Quarter 2022, there was approximately 4,407,489 square feet of occupied office space (including sublet space), resulting in an occupancy rate of 88.5% for the submarket. This reflects a decrease from the previous quarter's occupancy of 90.9%, and a decrease from an occupancy rate of 90.9% from last year. The submarket occupancy is below the 90.0% market occupancy. • The submarket experienced positive 7,917 square feet of net absorption for the current quarter. This indicates an improvement from the previous quarter's negative 61,190 square feet of net absorption, and an improvement from the negative 48,568 square feet of net absorption from a year ago. The submarket's current net absorption of positive 7,917 square feet is below the overall market net absorption of positive 420,485 square feet. • The submarket had completions of positive 144,430 square feet for the current quarter, which indicates an increase from the previous quarter's zero completions, and an increase from the zero completions from last year. • The submarket achieved average asking rent of $47.75 per square foot, which indicates an increase from the previous quarter's asking rent of $47.11 per square foot, and an increase from the asking rent of $47.11 per square foot from last year. The submarket's current asking rent of $47.75 per square foot compares favorably with the overall market asking rent of $41.82 per square foot. Historical Inventory - Submarket HISTORICAL INVENTORY:MIAMI BEACH OFFICE MARKET 120,O6D;DOD 113,531,626 114,519,142 115,487.898 106,065.221 1D7,2A3,402 307,376,445 109,551.333 109410,206 111,135.050 111.203,7}g 112,218{45D MouLDG- 820921,0C_ SOMMOU 20,OOD,D00 _.,. 271? 2019 2020 2021 2022• 2023" 2024• 2025• 2026• 2027• ©glaik —9.-5ulxndket •Future Projected Data accorded to CoStar Source CoStar.1st Quarter 2022 44 CBRE 2022 CBRE,Inc. 0 2022 CBRE,Inc. Market Analysis Submarket Inventory is projected to be 4,992,719 square feet at the end of the current year, which represents an increase from the previous year's submarket inventory of 4,838,573 square feet. Inventory for next year is projected to be 5,065,851 square feet, reflecting an increase from the current year. Historical Occupancy - Submarket HISTORICAL OCCUPANCY:MIAMI BEACH OFFICE MARKET 95 0% 93.9% 94 094 9 32.8R 3.096 92 a: 91.OA 90.06 19.4y 89.6-: 89 3'A 99 LW 136.0% 9,1 7 90 ix ihs25 87 CAS a6 201' 201a -._: 2C2C 2021 2022' 20236 2024• 2025• 2026• C_.1 Market —O-Submsket Future Protected Data according to CoStar Source Costar,1st Quarter 2022 Submarket occupancy is projected to be 89.9% at the end of the current year, which represents a decrease from the previous year's submarket occupancy of 90.9%. Submarket occupancy for next year is projected to be 88.9%, reflecting a decrease from the current year. Historical Net Absorption - Submarket HISTORICAL NET ABSORPTION:MIAMI BEACH OFFICE MARKET 2.000 Ct 1.500000 1.416.122 196 304 j 883,377 876.776 565,712 - 653.076 603,631 500,000 . 404• .• 166.725 83,271 - 77'71 76,021 .-35,309I -22.139 500,000 -710,534 -1,000,002 p Market —0—.uomaket •Future Protected Data accordng to CoStar Source Costar,1st Quarter 2022 45 CBRE ©2022 CBRE,Inc. d 2022 CBRE,Inc. Market Analysis Net absorption in the submarket is projected to be positive 87,332 square feet at the end of the current year, reflecting an improvement from the previous year's net absorption of negative 48,568 square feet. Net absorption for next year is projected to be positive 15,110 square feet, indicating a decline from the current year. Historical Completions - Submarket HISTORICAL COMPLETIONS:MIAMI BEACH OFFICE MARKET 2.000.000 1,330,000 -- 1.609000 1,409300 1 313176 1.2i:0,JOD 1.176,13_ - .... — 1,014,711 987.516 968J56 I,000300 300 000 6e6.246 442797 40090C Abei 200,306 • 2019 2020 2021 2022• 2023' 2024' 200 000 p Marke —O--uhmaket Future Protected Data according to CaStar Source CoStar,1st Quarter 2022 The submarket is projected to achieve completions of positive 154,146 square feet at the end of the current year, which indicates an improvement from the previous year's zero completions. The submarket is projecting completions of positive 73,132 square feet for next year, which indicates a decline from the current year. 46 CBRE CD 2022 CBRE,Inc. 2022 CORE,I,K. Market Analysis Historical Asking Rent - Submarket HISTORICAL ASKING RENT:MIAMI BEACH OFFICE MARKET $7000 560 00 556.3E - S58.67 554 26 554 07 550 56 550.00 547.11 542.88 544.28 - ULU $4157 540.03 - - 530.00 pip SOD.00 $1000 50 00 2017 2018 2019 2020 2021 2022• 2023• ,C25• .026• n':' 8- Make• —o—Sulam kP •Future Projected Data according to Costar Source COStar.1st Ouarter 2022 The submarket is projected to achieve average asking of $50.56 per square foot at the end of the current year, which represents an increase from the previous year's asking rent of $47.11 per square foot. The submarket is projected to achieve average asking rent of $54.07 per square foot, reflecting an increase from the current year. ©2022 CBRE,Inc. °' CBRE ,:2022 CORE.inc Highest and Best Use Highest and Best Use In appraisal practice, the concept of highest and best use represents the premise upon which value is based. The four criteria the highest and best use must meet are: • legally permissible; • physically possible; • financially feasible; and • maximally productive. The highest and best use analysis of the subject is discussed below. AS VACANT Legal Permissibility The legally permissible uses were discussed in the Site Analysis and Zoning Sections. Physical Possibility The subject properties are all adequately served by utilities, and has an adequate shape and size, sufficient access, etc., to be a developable site. There are no known physical reasons why the subject site would not support any legally probable development (i. e. it appears adequate for development). Existing low-to-midrise multi-family residential, retail, office & hotel structures on similar sites provides additional evidence for the physical possibility of development. Financial Feasibility The determination of financial feasibility is dependent primarily on the relationship of supply and demand for the legally probable land uses versus the cost to create the uses. With respect to the legal uses for the subject site, the local submarket is in a growth & redevelopment cycle. Development of new retail, hotel and mixed-use properties has occurred in the recent past and continues to this day. Further, within the subject market, there are several under construction and proposed multi-family residential, retail, office & hotel projects along the Washington Avenue corridor. Maximum Productivity - Conclusion The final test of highest and best use of the site as if vacant is that the use be maximally productive, yielding the highest return to the land. Based on the information presented above and upon information contained in the sales comparison approach section and neighborhood analysis, we conclude that the highest and best use of the subject properties As If vacant and available to be put to the highest & best use would be the development of mixed-use multi-family residential, retail, office & hotel uses. More specifically, the subject properties could be developed to a height of 5-to-7 stories and a density of 1.50 to 2.75 FAR. Cc>2022 CBRE,Inc. 48 CBRE 2022 CBRE,Inc Sales Comparison Approach Land Value - Municipal Parking Lot P25 The following map and table summarize the comparable data used in the valuation of the subject site. A detailed description of each transaction is included in the addenda. I23rd St fir;. �c ma. lun �Q v23rd St 22nd St 0a��a •1 // O W21stSt Bass Museum 20th St Poc �a� 2pth St your co Holocaust Memorial 19th St 1b ` o D a m 18th St_ ii 1!!► L. ,„r I i ° tim Residence�O �' Delano Hotel Marriott Miami g o Beach Sou03ch — . - D 4 Lincoln Road Mall 3 o X x `� pjm Loews Miami 15th Ter m Beach Hotel Rai 03 Sapphire South c 15th St -< Beach Hotel a Crowne Plaza South `m Beach-Z Ocean Hotel ia fD 14th St iu 14th St ,`r D co iaka, Ark cfl 13th St ' +�Sunbrite Apartments 12th St r,„ . 1World Erotic Art rae Museum Miami 11th St rian South , ch Hotel , ., Wolfsonian-FIU k. {fix 9th St 90 St a 8th St 8th St 1 Miami Be to 7th St •th St N 0 �' bth St The Goodtime Hotel ' v "WWI. liali igybiiiS�Wirt wag 49 CBRE ©2022 CBRE,Inc. e 2022 CBRE.Inc. Sales Comparison Approach SUMMARY OF COMPARABLE LAND SALES-MUNICIPAL PARKING LOT P2S TrenearNen Actual Sale Ad(ue ed Sale Size Sire Allowable Indicated Prior Mee PSF N. Property Location Type Date Prepeeed Use Ma price' (Acres) (SF) Bldg.Area(SF) FAR Per SF el FAR I 601-685 Washington Avenue Sole Jun-15 Mixed-use retail,residential $55,500,000 $57,500,000 1.58 68,770 111,645 1 62 $836.12 5515.03 Miami Beach,FL 33139 &parking 2 1685 Washington Avenue Sale Aug-17 Mixed-use hotel,retail 8 $19,200,000 $21,200,000 0.69 30,000 67,500 2.25 5706.67 5314.07 Miami Beach,FL 33139 branch bank 3 1910 Alton Road Sale Feb-20 Mixed-use office/residential $4,500,000 54,500,000 0.18 8,000 15,997 2.00 5562.50 5281.30 Miami Beach,FL 33139 4 1212 Lincoln Road Sale Jun-20 Boutique hotel 59,000,000 59,000,000 0.42 18,263 44,938 2.46 $492.80 5200.28 Miami Beach,FL 33139 5 1234-1260 Washington Avenue Sale May-21 Retail/office redevelopment $20,000,000 520,000,000 0,77 33,525 66,978 2,00 5596,57 $298,61 Miami Beach,FL 33139 6 1683 8 1695 Alton Road Sale Feb-22 TBD $10,400,000 110,400,000 0.34 14,810 22,215 1.50 5702.21 5468.15 Miami Beach,FL 33139 7 2206 Pork Avenue Sale Feb-22 Hotel $13,500,000 513,500,000 0.39 17,040 49,441 2.90 5792.25 5273.05 Miami Beach,FL 33139 8 1656-1680 Alton Road Sale Jun-22 Mixed-use retail/office& $39,300,000 $39,300,000 1.38 60,000 90,000 1.50 5655.00 $436.67 1677 West Avenue structured parking Miami Beach,FL 33139 Subj. 1688 Lenox Avenue, --- --- Mixed-use retail,hotel,office --- --- 0.86 37,454 70,125 1.87 --- --- Miami Beach,Florida &multi-family apartments Adjusted sole price for cash equivalency and/or development costs(when applicable( Compiled by CBRE The sales utilized represent the best data available for comparison with the subject and were selected from the greater Miami Beach area within 1-to-2-mile radius of the subject. These sales were chosen based upon location and zoning/density. DISCUSSION/ANALYSIS OF LAND SALES We have considered similarities and differences for each of the comparable sales in direct comparison to the subject site, as if vacant and available to be put to its highest & best use. We have considered and-or applied adjustments to the comparable sales for differences in favorable financing terms, conditions of sale, i. e. seller motivation, distress and/or buyer assemblage premiums, market conditions (time), size/value, shape/configuration, corner influence, frontage/access, topography/site conditions, location and zoning/density when compared to the subject property. Land Sale One This comparable land sale is improved with seven (7) existing 1 & 2 story retail store buildings fronting Washington Avenue between 6th Street and 7th Street in the Flamingo Park Historic District on Miami Beach that were owned or were "in contract" to Washington Squared, LLC, as part of an assemblage for mixed-use redevelopment for a total purchase price of $40,210,436, including lease buyouts, exiting debt & real estate commission obligations to the buyer. The assembled site area totals 68,770 square feet of medium intensity zoned land area that is improved with approximately 63,601 square feet of obsolete retail store building area dating to 1934, 1936 & 1948. The proposed redevelopment is conceptually site planned for 55,120 square feet of ground floor retail, plus 66-residential condominium units with 56,525 square feet or an average of 856-SF of living area per unit in a 9-story tower and 2-levels of structured ©2022 CBRE,Inc. 50 CBRE 2L:-6/8/ Sales Comparison Approach parking with 240 spaces. In addition, there are several other redevelopment scenario options including a potential hotel tower instead of the residential condominium units. The majority of the contracts, excluding 619-627 Washington Avenue, all closed simultaneously in the third week of June 2015. In addition to the assemblage purchase price, the buyer/investor, Washington Squared, LLC was able to negotiate & execute a membership interest purchase & sale to IC 601 Washington LLC, dated May 27, 2015. The forward purchase price is $55,500,000 for a 96.5% interest in a joint venture agreement between the seller & purchaser. The seller retains a 3.5% interest in the joint venture valued at $2,000,000, for a total purchase price valued at $57,500,000 for 100% interest in the joint venture partnership. Part of the assemblage strategy was the Washington Avenue Vision and Master Plan being developed with a Washington Avenue Blue Ribbon Panel (WABRP) that was recommending an increase building height restriction. The WABRP was recommending a FAR as high as 2.75, subject to municipal government approvals, versus the current zoning of CD-2, Commercial, Medium Intensity District permits a maximum floor area ratio (FAR) of 1.50, plus Code Section 142-307(d) 2.0 FAR where more than 25% of the building is used for residential or hotel units. We have adjusted Sale 1 downwards for conditions of sale, i. e. buyer assemblage premium upwards and upwards for improving market conditions between the date of sale and our effective date of this appraisal. We have also adjusted Sale 1 upwards for larger size/value relationship and downwards for superior road frontage when compared to the subject property As If rezoned. Land Sale Two This comparable land sale is a 0.69-acre site, high density zoned site improved with a 7,389 SF Citibank branch and is located at the southeast corner of Washington Avenue and 17th Street in Miami Beach, Florida. The improvements were constructed in 1996. However, the buyer is a very active Miami Beach hotel developer and was scouting potential redevelopment sites along the Lincoln Road mall. The transaction and redevelopment plan was negotiated to include a new, replacement branch bank for Citibank in 4,000-SF of net rentable area on the ground floor of the proposed, 8-story, 150-room hotel tower. Citibank intends to continue to operate during construction and will enter a long-term leaseback of the new space upon completion. According to the broker, the value of the leaseback was considered to be $100.00-PSF, triple net but details were confidential and not provided. However, the 4,000-SF branch bank shell cost contribution to the buyer/developer is estimated to be $500.00-PSF for hard & soft costs and parking space allocations. We have adjusted Sale 2 downwards for conditions of sale, i. e. buyer/developer branch bank construction obligation and upwards for improving market conditions between the date of sale and our effective date of this appraisal. We have also adjusted Sale 2 downwards for smaller size/value relationship when compared to the subject property As If rezoned. ©2022 CBRE,Inc. 51 CBRE 20i2 CBRE,I. Sales Comparison Approach Land Sale Three This comparable land sale is located along the west side of Alton Road in the Sunset Harbour submarket in Miami Beach, Florida. The property was improved with an obsolete office/educational building and broker listed at $5,750,000 for approximately 13-months +/- before going into contract at $4,500,000 in an "all cash" transaction. The buyer is a developer who demolished the building and secured site plan approvals for a 5-story, 15,997-SF mixed-use office building with a top floor residential unit including rooftop deck, 2-floors of office space, a ground floor art gallery, secured lobby and 15-mechincal lift parking spaces. We have adjusted Sale 3 upwards for improving market conditions between the date of sale and our effective date of this appraisal. We have also adjusted Sale 3 downwards for smaller size/value relationship and upwards for inferior submarket location when compared to the subject property As If rezoned. Land Sale Four This comparable land sale is located at the southwest corner intersection of Alton Road & Lincoln Road in the South Beach submarket of Miami Beach, Florida. The site is improved with an existing 2-story, 18,105-SF Wells Fargo branch bank built in 1940 that will be redeveloped into a 5-story, 168-room boutique hotel with roof top terrace. The seller previously acquired the property from Wells Fargo in January 2020 for $8,500,000. The site location is across the street from the west end of the Lincoln Road pedestrian mall and is part of a mixed-use master plan anchored by a 55,000-SF Whole Foods with 3-levels of structured parking support. We have adjusted Sale 4 upwards for improving market conditions between the date of sale and our effective date of this appraisal. We have also adjusted Sale 4 downwards for smaller size/value relationship and upwards for inferior submarket location when compared to the subject property As If rezoned. Land Sale Five This comparable land sale comprises an existing 1-story, 10,697-SF retail building (1260) and a 3-story, 19,519-SF office building (1234) located along the west side of Washington Avenue at 13th Street and spanning west to the Drexel Avenue frontage. The buyer operates a co-living & co-working business with plans to demolish the 1-story retail building and replace it with a new, ground-up 6-story office building and will gut renovate & restore the existing 3-story office building. The proposed site plan comprises a total of 44,153-SF of rentable area and 82,160-SF of gross building area that includes a 5,000-SF wellness center on the ground floor and 21,000- SF of new, flexible office space on the upper floors including co-working area as small as 50-SF and more traditional office suites ranging from 1,000 to 5,000 square feet with fully furnished, turn-key options. Project amenities include a food market, cafe & raw juice bar, 60-residential units and roof deck with pool, yoga lawn and bar. The residential units will be a mix of 275-SF micro units and co-living units with 2-to-4 bedroom floor plans including private bathrooms in each bedroom and shared living room, kitchen and laundry machines. 52 CBRE ©2022 CBRE,Inc. c 2022 CBRE,inc. Sales Comparison Approach The sale transaction was facilitated with a $14 million purchase money mortgage in favor of the sellers and the buyer raised $56 million from investors for the redevelopment program. We have adjusted Sale 5 upwards for improving market conditions between the date of sale and our effective date of this appraisal. We have also adjusted Sale 5 downwards for superior road frontage and upwards for inferior submarket location when compared to the subject property As If rezoned. Land Sale Six This comparable land sale is the former BankUnited branch bank located on the southeast, signalized corner of Alton Road and 17th Street in the South Beach submarket in Miami Beach, Florida. The BankUnited lease commenced in May 2010 with the "like new" branch bank opening in 2012. The lease terms & conditions were for 10 years plus two (2), 5 year renewal option and 3% annual escalations throughout initial term and options periods. However, BankUnited vacated after the initial base term expired. Prior to a branch bank, it was the former Burger King fast food restaurant. The current seller previously acquired the property in December 2012 and a single tenant, triple net lease investment for $8,150,000 and relisted the property more recently once it was known that BankUnited was not renewing. The broker listing was priced at $12,000,0000 and sold at $10,400,000 in an "all cash" sale transaction to a local, high net worth investor. The underlying zoning permits a 5-story building and floor-area-ratio of 1.50 or a maximum 2.0 in mixed-use buildings when more than 25 percent of the total area of a building is used for residential or hotel units, as set forth in the RM-2 district. We have adjusted Sale 6 downwards for smaller size/value relationship, downwards for superior road frontage and upwards for inferior submarket location when compared to the subject property. Land Sale Seven This comparable land sale is located along the northwest corner of Park Avenue and 22nd Street in the South Beach submarket in Miami Beach, Florida. The property was broker listed at $15,900,000 and sold for $13,500,000 with the buyer securing a $6,000,000 conventional loan from City National Bank and the seller providing a $2,500,000 short term purchase money mortgage. The property was previously acquired in October 2013 for $7,000,000 by the developers of the adjacent & former 44-room Lido Park Hotel located at 2216 Park Avenue who re-branded the 2216 Park Avenue property as the Vintro Hotel & Kitchen and is now known as the Kayak Miami Beach. The 2206 Park Avenue land sale property was previously proposed and entitled for a 5-story condo hotel comprising of 50,000-SF +/- with a mechanical parking lift system. The project was finally approved for 49,441-SF of FAR with 120-hotel rooms, ground floor retail and reduced off-street parking variance. The site location is at the crossroads of Park Avenue and the renovated Collins Canal that is a restricted access canal that connects to Biscayne Bay, Indian Creek and Lake Pancoast. 53 CBRE ©2022 CBRE,Inc. Sales Comparison Approach We have adjusted Sale 7 downwards for smaller size/value relationship and upwards for inferior submarket location when compared to the subject property As If rezoned. Land Sale Eight This comparable land sale comprises 1 .21-acres fronting Alton Road, just one (1) lot north of Lincoln Road and improved with several 1 & 2 story retail & residential buildings totaling 50,814- SF and dating back to the 1940's plus 0.17-acre fronting West Avenue that is improved with a surface parking lot. The buyer is a developer with a preliminary concept plan to redevelop the site with a 5 to 6-story, mixed-use retail/office project supported by structured parking with a gross building area of 250,000-SF (including parking garage) and subject to the acquisition of the Alton Court alleyway. The buyer/developer is seeking to acquire a partial vacation in order create a unified development site between parcels located on both the east and west sides of the alley that would allow for the movement of FAR between the parcels and then provide a perpetual easement to the City so the alley continues to function and the City would continue to have access to all utilities. The proposed office building is expected to utilize the recently approved height incentives for office buildings along Alton Road, subject to public benefits to be provided by the developer, while retaining a lower scale of development along West Avenue. The current seller previously acquired the property in a two-part assemblage in August 2004 for $9,750,000 and April 2014 for $2,5000 or for a total of $12,250,000 and engaged Avison Young to market the property, unpriced, in the 4th quarter, 2021 . The current buyer facilitated the transaction with a $28,250,000 loan in favor of Maim Credit Corp. We have adjusted Sale 8 upwards for larger size/value relationship and inferior shape/configuration for non-contiguous alleyway split and downwards for superior road frontage when compared to the subject property As If rezoned. SUMMARY OF ADJUSTMENTS Based on our comparative analysis, the following chart summarizes the adjustments warranted to each comparable. 54 CBRE ©2022 CBRE,Inc. Sales Comparison Approach LAND SALES ADJUSTMENT GRID-MUNICIPAL PARKING LOT P25 Comparable Number 1 2 3 4 5 6 7 8 Subject Transaction Type Sale Sale Sale Sale Sale Sale Sale Sale --- Transaction Dote Jun-15 Aug-17 Feb-20 Jun-20 May-21 Feb-22 Feb-22 Jun-22 --- Proposed Use Mixed-use retail,Mixed-use hotel, Mixed-use Boutique hotel Retail/office TBD Hotel Mixed-use Mixed-use residential& retail&branch office/residential redevelopment retail/office& retail,hotel, parking bank structured office&multi- perking family Actual Sale Price $55,500,000 $19,200,000 $4,500,000 $9,000,000 $20,000,000 $10,400,000 S13,500,000 $39,300,000 --J Adjusted Sole Price' $57,500,000 $21,200,000 $4,500,000 $9,000,000 $20,000,000 $10,400,000 $13,500,000 S39,300,000 --- Size(Acres) 1.58 0.69 0.18 0.42 0.77 0.34 0.39 1.38 0.86 Size(SF) 68,770 30,000 8,000 18,263 33,525 14,810 17,040 60,000 37,454 Allowable Bldg.Area(SF) 111,645 SF 67,500 SF 15,997 SF 44,938 SF 66,978 SF 22,215 SF 49,441 SF 90,000 SF 70,125 Indicated FAR 1.62 2.25 2.00 2.46 2.00 1.50 2.90 1.50 1.87 Price Per SF $836.12 $706.67 $562.50 $492.80 $596.57 $702.21 $792.25 $655.00 --- Price Per Bldg.Area $515.03 $314.07 $281.30 $200.28 $298.61 $468.15 $273.05 $436.67 --- Price($PSF) $836.12 $706.67 $562.50 $492.80 5596.57 $702.21 $792.25 $655.00 Property Rights Conveyed 0% 0% 0% 0% 0% 0% 0% 0% Financing Terms' 0% 0% 0% 0% 0% 0% 0% 0% Conditions of Sale -30% -10% 0% 0% 0% 0% 0% 0% Market Conditions(Time) 35% 25% 10% 10% 5% 0% 0% 0% Subtotal $790.13 $795.00 $618.75 $542.08 $626.40 $702.21 $792.25 $655.00 Size 10% -5% -20% -10% 0% -10% -10% 5% Shape 0% 0% 0% 0% 0% 0% 0% 10% • Corner 0% 0% 0% 0% 0% 0% 0% 0% Frontage -10% 0% 0% 0% -10% -10% 0% -10% Topography 0% 0% 0% 0% 0% 0% 0% 0% Location 0% 0% 25% 25% 10% 10% 10% 0% Zoning/Density 0% 0% 0% 0% 0% 0% 0% 0% Utilities 0% 0% 0% 0% 0% 09/o 0% Highest&Best Use 0% 0% 0% 0% 0% 0% 0% 0'b Total Other Adjustments 0% -5% 5% 15% 0% -10% 0% 5"% Value Indication PSF of Site $790.13 $755.25 $649.69 $623.39 $626.40 $631.99 $792.25 $687.75 Value Indication PSF of FAR $486.70 $335.67 $324.90 $253.35 $313.54 $421.34 $273.05 $458.50 Absolute Adjustment 85% 40% 55% 45% 25% 30% 20% 25% 'Adjusted sale price for cash equivalency and/or development costs(where applicable) Compiled by CBRE Zoning/Density Adjustments After adjusting the comparable sales for economic and physical characteristics in direct comparison to the subject property, we have considered & applied an adjustment for zoning/density/FAR in direct comparison to the subject potential proposed rezoning floor-area- ratio (FAR), calculated as follows: FAR ADJUSTMENT GRID Indicated Adjusted Sale Subject Adjusted Sale Sale FAR Price Per FAR FAR Price Per FAR 6 1.50 $421.34 1.87 $337.56 8 1.50 $458.50 1.87 $367.33 1 1.62 $486.70 1.87 $421.11 Subject 1.87 --- --- --- 3 2.00 $324.90 1.87 $347.07 5 2.00 $313.54 1.87 $334.92 2 2.25 $335.67 1.87 $403.38 4 2.46 $253.35 1.87 $332.87 7 2.90 $273.05 1.87 $422.93 Compiled by: CBRE, Inc. 55 CBRE ©2022 CBRE,Inc. 20,_CBRE.'�c Sales Comparison Approach CONCLUSION The comparables sales produced an overall unadjusted value indicator range from $492.80 to $836.12 per square foot of site area; and, $200.28 to $515.03 per square foot of rentable/sellable building FAR. After adjustments were considered and-or applied for property rights conveyed, conditions of sale, i. e. assemblage or distress, market conditions (time), size, corner or frontage/view corridors, topography/site conditions, location and zoning/density when compared to the subject property, the range of value indicators was narrowed considerably to $623.39 to $792.25 per square foot of site area; and, $332.87 to $422.93 per square foot of rentable/sellable building FAR. Based on the preceding analysis, Comparable Sales 1, 3, 5, 6 & 8 were the most representative of the subject site, and warranted greatest consideration because of recent transaction dates, size, location and zoning/density. In conclusion, a price per square foot of site area and a price per square foot of rentable/sellable building FAR within the overall unadjusted and adjusted ranges is most appropriate for valuing the subject site As If rezoned to CD-2, Commercial, Medium Intensity & CD-3, Commercial, High Intensity, and is calculated as follows: CONCLUDED LAND VALUE - P25 $ PSF of Site Site SF Total $650.00 x 37,454 = $24,345,100 $750.00 x 37,454 = $28,090,500 $ PSF of FAR Proposed FAR Total $340.00 x 70,125 SF = $23,842,500 $400.00 x 70,125 SF = $28,050,000 Indicated Value As If Rezoned CD-2 & CD-3: $26,000,000 (Rounded PSF of Site) $694.18 (Rounded PSF of FAR) $370.77 Compiled by CBRE 56 CBRE ©2022 CBRE,Inc. s 2022 CBRE,Inc Sales Comparison Approach Land Value - Municipal Parking Lot P26 The following map and table summarize the comparable data used in the valuation of the subject site. A detailed description of each transaction is included in the addenda. „, /41i , 123rd St Q, �� r23�d St 4f, 22nd St OUMW a�Qa O W 21 st St ? Bass Museum a 20th St Po a' `` " ' ?0th st Holocaust Memorial 19th St 03 four a- m 18th St �,/ cu al /1 _1/ © v D © < i Residence,111, `D Delano Hotel Marriott Miami o Beach Sou : ch Lincoln Road Mall O o co ni Loews Miami D Beach Hotel 15th Ter ro w Sapphire South m 15th St '<a Beach Hotel n n Crowne Plaza South 3 g Beach-Z Ocean Hotel Pe (-3_ iki 14th St 1 14th St 4SunbriteApartments 13th St iv.- 12th StNamII / 0 IIII World Erotic Art 11 ti,.'� '' Museum Miami rian South ch Hotel jm Wolfsonian-FIU 9th St 9th St to 8th St 8th St D Miami Be m 7th St O'th St CO i� 6th St The Goodtime Hotel _-.._.. tip, ©2022 CBRE,Inc. 57 CBRE r 2022 CORE,Inc. Sales Comparison Approach SUMMARY OF COMPARABLE LAND SALES-MUNICIPAL PARKING LOT P26 Transaction Actual Sale Adjusted Sole Size Size Allowable Indicated Price Prim PSF No. Property Location Type Date Proposed Use Price Price' (Acres) (SF) Bldg.Area(SF) FAR Per SF of FAR 1 601-685 Washington Avenue Sale Jun-15 Mixed-use retail,residential $55,500,000 S57,500,000 1.58 68,770 111,645 1.62 $836.12 $515.03 Miami Beach,FL 33139 8 parking 2 1685 Washington Avenue Sale Aug-17 Mixed-use hotel,retail 8 $19,200,000 $21,200,000 0.69 30,000 67,500 2.25 S706.67 $314.07 Miami Beach,FL 33139 branch bank 3 1910 Alton Rood Sole Feb-20 Mixed-use office/residential $4,500,000 S4,500,000 0.18 8,000 15,997 2.00 $562.50 $281.30 Miami Beach,FL 33139 1212 Lincoln Road Sole Jun-20 Boutique hotel 59,000,000 $9,000,000 0.42 18,263 44,938 2.46 S492.80 $200.28 Miami Beach,FL 33139 5 1234-1260 Washington Avenue Sale May-21 Retail/office redevelopment $20,000,000 S20,000,000 0.77 33,525 66,978 2.00 $596.57 $298.61 Miami Beach,FL 33139 6 168381695 Alton Road Sale Feb-22 TBD $10,400,000 $10,400,000 0.34 14,810 22,215 1.50 S702.21 S468.15 Miami Beach,FL 33139 7 2206 Pork Avenue Sale Feb-22 Hotel $13,500,000 $13,500,000 0.39 17,010 49,441 2.90 $792.25 $273.05 Miami Beach,FL 33139 8 1656-1680 Alton Road Sale Jun-22 Mixed-use retail/office 8 S39,300,000 $39,300,000 1.38 60,000 90,000 1.50 S655.00 $436.67 1677 West Avenue structured parking Miami Beach,FL 33139 Subj. 1080 Lincoln Lane North,Miami --- --- Mixed-use retail,hotel,office --- --- 1.10 48,000 124,548 2.59 --- --- Beach,FL 33139 8 multi-family apartments Adjusted sale price for cash equivalency end/or development costs letter.applicable) Compiled by CBRE The same sales utilized in the preceding section represent the best data available for comparison with the subject and were selected from the greater Miami Beach area within 1-to-2-mile radius of the subject. These sales were chosen based upon location and zoning/density. DISCUSSION/ANALYSIS OF LAND SALES We have considered similarities and differences for each of the comparable sales in direct comparison to the subject site, as if vacant and available to be put to its highest & best use. We have considered and-or applied adjustments to the comparable sales for differences in favorable financing terms, conditions of sale, i. e. seller motivation, distress and/or buyer assemblage premiums, market conditions (time), size/value, shape/configuration, corner influence, frontage/access, topography/site conditions, location and zoning/density when compared to the subject property. SUMMARY OF ADJUSTMENTS Based on our comparative analysis, the following chart summarizes the adjustments warranted to each comparable. 58©2022 CBRE,Inc. CBRE Sales Comparison Approach LAND SALES ADJUSTMENT GRID-MUNICIPAL PARKING LOT 26 Comparable Number 1 2 3 4 5 6 7 8 Subject Transaction Type Sale Sole Sale Sale Sole Sale Sale Sale --- Transaction Date Jun-15 Aug-17 Feb-20 Jun-20 May-21 Feb-22 Feb-22 Jun-22 --- Proposed Use Mixed-use retail,Mixed-use hotel, Mixed-use Boutique hotel Retail/office TBD Hotel Mixed-use Mixed-use residential 8 retail&branch office/residential redevelopment retail/office 8 retail,hotel, parking bank structured office 8 multi- parking family apartments Actual Sole Price $55,500,000 519,200,000 S4,500,000 $9,000,000 $20,000,000 S10,400,000 $13,500,000 $39,300,000 --- Adjusted Sale Price' $57,500,000 $21,200,000 $4,500,000 $9,000,000 $20,000,000 $10,400,000 $13,500,000 $39,300,000 --- Size(Acres) 1.58 0.69 0.18 0.42 0.77 0.34 0.39 1.38 1.10 Size(SF) 68,770 30,000 8,000 18,263 33,525 14,810 17,040 60,000 48,000 Allowable Bldg.Area(SF) 111,645 SF 67,500 SF 15,997 SF 44,938 SF 66,978 SF 22,215 SF 49,441 SF 90,000 SF 124,548 SF Indicated FAR 1.62 225 2.00 2.46 2.00 1.50 2.90 1.50 2.59 Price Per SF $836.12 $706.67 $562.50 $492.80 $596.57 $702.21 $792.25 S655.00 --- Price PSF of FAR $515.03 5314.07 5281.30 $200.28 $298.61 $468.15 $273.05 $436.67 --- Price(S PSF) $836.12 $706.67 S562.50 $492.80 $596.57 $702.21 $792.25 S655.00 Property Rights Conveyed 0% 0% 0% 0% 0% 0% 0% 0% Financing Terms' 0% 0% 0% 0% 0% 0% 0% 0% Conditions of Sole -30% -10% 0% 0% 0% 0% 0% 0% Market Conditions 35% 25% 10% 10% 5% 0% 0% 0% Subtotal S790.13 $795.00 $618.75 $54208 $626.40 $702.21 $792.25 $655.00 Size 5% -5% -20% -10% 0% -10% -10% 0% Shape 0% 0% 0% 0% 0% 0% 0% 10% Comer 0% 0% 0% 0% 0% 0% 0% 0% Frontage -10% 0% 0% 0% -10% -10% 0% -10% Topography 0% 0% 0% 0% 0% 0% 0% 0% Location 0% 0% 25% 25% 10% 10% 10% 0% • Zoning/Density 0% 0% 0% 0% 0% 0% 0% 0% Utilities 0% 0% 0% 0% 0% 0% 0% 0% Highest 8 Best Use 0% 0% 0% 0% 0% 0% 0% 0% Total Other Adjustments -5% -5% 5% 15% 0% -10% 0% 0% Vol..Indication PSF of Site $750.63 $755.25 $649.69 $623.39 $626.40 $631.99 $792.25 S655.00 Value Indication PSF of FAR $462.36 $335.67 $324.90 $253.35 $313.54 $421.34 $273.05 $436.67 Absolute Adjustment 80% 40% 55% 45% 25% 30% 20% 20% 'Adjusted sole price for cash equivalency and/or development cosh(where applicable) Compiled by CBRE Zoning/Density Adjustments After adjusting the comparable sales for economic and physical characteristics in direct comparison to the subject property, we have considered & applied an adjustment for zoning/density/FAR in direct comparison to the subject potential proposed rezoning "as of right" floor-area-ratio (FAR), calculated as follows: FAR ADJUSTMENT GRID Indicated Adjusted Sale Subject Adjusted Sale Sale FAR Price Per FAR FAR Price Per FAR 6 1.50 $421.34 2.59 $243.57 8 1.50 $436.67 2.59 $252.43 1 1.62 $462.36 2.59 $288.67 3 2.00 $324.90 2.59 $250.43 5 2.00 $313.54 2.59 $241.67 2 2.25 $335.67 2.59 $291.07 4 2.46 $253.35 2.59 $240.19 Subject 2.59 --- --- --- 7 2.90 $273.05 2.59 $305.17 Compiled by: CBRE, Inc. 59 CBRE ©2022 CBRE,Inc. 20«LB E Sales Comparison Approach CONCLUSION The comparables sales produced an overall unadjusted value indicator range from $492.80 to $836.12 per square foot of site area; and, $200.28 to $515.03 per square foot of rentable/sellable building FAR. After adjustments were considered and-or applied for property rights conveyed, conditions of sale, i. e. assemblage or distress, market conditions (time), size, corner or frontage/view corridors, topography/site conditions, location and zoning/density when compared to the subject property, the range of value indicators was narrowed considerably to $623.39 to $792.25 per square foot of site area; and, $240.19 to $305.17 per square foot of rentable/sellable building FAR. Based on the preceding analysis, Comparable Sales 2, 3, 4, 5 & 7 were the most representative of the subject site, and warranted greatest consideration because of recent transaction dates, size, location and zoning/density. In conclusion, a price per square foot of site area and a price per square foot of rentable/sellable building FAR within the overall unadjusted and adjusted ranges is most appropriate for valuing the subject site As If rezoned to CD-3, Commercial, High Intensity, and is calculated as follows: CONCLUDED LAND VALUE - P26 $ PSF of Site Site SF Total $650.00 x 48,000 = $31,200,000 $750.00 x 48,000 = $36,000,000 $ PSF of FAR Potential "As of Right' FAR Total $240.00 x 124,548 SF = $29,891,520 $290.00 x 124,548 SF = $36,118,920 Indicated Value As If Rezoned CD-3: $33,600,000 (Rounded PSF of Site) $700.00 (Rounded PSF of FAR) $269.78 Compiled by CBRE ©2022 CBRE,Inc. 60 CBRE .t 2022 CBRE,Inc. Sales Comparison Approach Land Value - Municipal Parking Lot P27 The following map and table summarize the comparable data used in the valuation of the subject site. A detailed description of each transaction is included in the addenda. 23rd St a, 2MEL Auk3rd St 22nd St a��a , W21stSt 2� ���. ,, Bass Museum "`;-' Q-a �x 20th S 41'*0%, 20th St `moo �r t W ©P Ho ocaust Memorial 19th St your (I, ib gp n 43) a c, 18th St a .0 K.4..., 0a) -© c< h Residence tO �- Delano Hotel Marriott Miami o Beach Sou43ch talP " " - V ai Lincoln Road Mall o X rD D X Loews Miami Beach Hotel 15th Ter l W Sapphire South m 15th St Beach Hotelme a. 3 v Crowne Plaza South .. , m Beach-Z Ocean Hotel fD 14th St r 14th St „'; 10 . 5unbrite Apartments 13th St or ►51�4 th ill, 12 a� World Erotic Art Museum Miami p. 11th St Mondrian South =ach Hotel 1: Woltsonian-FIU i 9th St 9th St 8th St 8th St D ,,' Miami Beach 7th St O'th St 0 f 6th St The Goodtime Hotel t c j', m.,rt • ©2022 CBRE,Inc. 6' CBRE 2022 CBRE.Inc Sales Comparison Approach SUMMARY OF COMPARABLE LAND SALES-MUNICIPAL PARKING LOT P27 Transaction Actual Sale Adjusted Sale Size Size Allowable Indicated Price Price PSF No. Property Location Type Date Proposed Use Price Price' (Acres) (SF) Bldg.Area(SF) FAR Per SF of FAR I 601-685 Washington Avenue Sale Jun-15 Mixed-use retail,residential $55,500,000 $57,500,000 1.58 68,77') II 16a5 I 62 $836.12 5515.03 Miami Beach,FL 33139 &parking 2 1685 Washington Avenue Sale Aug-17 Mixed-use hotel,retail& $19,200,000 121,200,000 0.69 30,000 67,500 2.25 5706.67 $314.07 Miami Beach,FL 33139 branch bank 3 1910 Alton Road Sole Feb-20 Mixed-use office/residential $4,500,000 S4,500,000 0.18 8,000 15,997 2.00 S562.50 $281.30 Miami Beach,FL 33139 4 1212 Lincoln Road Sale Jun-20 Boutique hotel S9,000,000 S9,000,000 0.42 18,263 44,938 2.46 $492.80 1200.28 Miami Beach,FL 33139 5 1234-1260 Washington Avenue Sale May-21 Retail/office redevelopment S20,000,000 $20,000,000 0 77 33,525 66,978 2.00 $596.57 S298.61 Miami Beach,FL 33139 6 1683&1695 Alton Rood Sale Feb-22 TBD $10,400,000 $10,400,000 0.34 14,810 22,215 1.50 S702.21 S468.15 Miami Beach,FL 33139 7 2206 Park Avenue Sole Feb-22 Hotel S13,500,000 S13,500,000 0.39 17,040 49,441 2.90 S792.25 $273.05 Miami Beach,FL 33139 8 1656-1680 Alton Road Sole Jun-22 Mixed-use retail/office& $39,300,000 $39,300,000 1.38 60,000 90,000 I.50 S655.00 S436.67 1677 West Avenue structured parking Miami Beach,FL 33139 Subj. 1664 Meridian Avenue,Miami --- --- Mixed-use retail,hotel,office --- I 36 59,273 156,800 2 65 Beach,FL 33139 &multi-family apartments Adjusted sale price for cosh equivalency and/or development costs(where applicable) Compiled by CRT The same sales utilized in the preceding section represent the best data available for comparison with the subject and were selected from the greater Miami Beach area within 1-to-2-mile radius of the subject. These sales were chosen based upon location and zoning/density. DISCUSSION/ANALYSIS OF LAND SALES We have considered similarities and differences for each of the comparable sales in direct comparison to the subject site, as if vacant and available to be put to its highest & best use. We have considered and-or applied adjustments to the comparable sales for differences in favorable financing terms, conditions of sale, i. e. seller motivation, distress and/or buyer assemblage premiums, market conditions (time), size/value, shape/configuration, corner influence, frontage/access, topography/site conditions, location and zoning/density when compared to the subject property. SUMMARY OF ADJUSTMENTS Based on our comparative analysis, the following chart summarizes the adjustments warranted to each comparable. 62 CBRE ©2022 CBRE,Inc. Sales Comparison Approach LAND SALES ADJUSTMENT GRID-MUNICIPAL PARKING LOT 27 Comparable Number 1 2 3 4 5 6 7 8 Subject Transaction Type Sale Sale Sale Sale Sale Sale Sale Sale --- Transaction Date Jun-15 Aug-17 Feb-20 Jun-20 May-21 Feb-22 Feb-22 Jun-22 --- Proposed Use Mixed-use retail,Mixed-use hotel, Mixed-use Boutique hotel Retail/office TBD Hotel Mixed-use Mixed-use residential 8 retail&branch office/residential redevelopment retail/office 8 retail,hotel, parking bank structured office 8 multi- parking family apartments Actual Sale Price $55,500,000 $19,200,000 $4,500,000 $9,000,000 $20,000,000 $10,400,000 $13,500,000 $39,300,000 --- Adjusted Sale Price' $57,500,000 $21,200,000 $4,500,000 $9,000,000 $20,000,000 $10,400,000 $13,500,000 $39,300,000 --- Size(Acres) 1.58 0.69 0.18 0.42 0.77 0.34 0.39 1.38 l 1 36 Size(SF) 68,770 30,000 8,000 18,263 33,525 14,810 17,040 60,000 59,273 Allowable Bldg.Area(SF) 111,645 SF 67,500 SF 15,997 SF 44,938 SF 66,978 SF 22,215 SF 49,441 SF 90,000 SF 156,800 SF Indicated FAR 1.62 2 25 2.00 2.46 2.00 1.50 2.90 1 50 2.65 Price Per SF $836.12 $706.67 $562.50 $492.80 $596.57 $702.21 S792.25 $655.00 --- Price PSF of FAR $515.03 $314.07 5281.30 $200.28 $298.61 $468.15 $273.05 $436.67 I --- Price(S PSF) $836.12 $706.67 $562.50 $492.80 $596.57 $702.21 $792.25 $655.00 Property Rights Conveyed 0% 0% 0% 0% 0% 0% 0% 0% Financing Terms' 0% 0% 0% 0% 0% 0% 0% 0 Conditions of Sale -30% -10% 0% 0% 0% 0% 0% Market Conditions 35% 25% 10% 10% 5% 0% 0% 0 Subtotal S790.13 $795.00 5618.75 $542.08 $626.40 $702.21 $792.25 5655 00 Size 0% -10% -25% -10% -10% -20% -20% 0 Shape 0% 0% 0% 0% 0% 0% 0% 10% Corner 0% 0% 0% 0% 0% 0% 0% 0% Frontage -10% 0% 0% 0% -10% -10% 0% -10% Topography 0% 0% 0% 0% 0% 0% 0% 0% Location 0% 0% 25% 25% 10% 10% 10% 0% Zoning/Density 0% 0°% 0% 0% 0% 0% 0% 0% Utilities 0% 0% 0% 0% 0% 0% 0% 0% Highest&Best Use 0% 0% 0% 0% 0% 0% CT, 0% Total Other Adjustments -10% -10% 0% 15% -10% -20% -10% 0% Value Indication PSF of Site $711.12 5715.50 $618.75 S623.39 S563.76 $561.77 $713.03 $655.00 Value Indication PSF of FAR $438.03 $318.00 $309.43 S253.35 $282.18 $374.52 5245.75 5436.67 Absolute Adjustment 75% 45% 60% 45% 35% 40% 30% 20% Adjusted sale price for cash equivalency o,d/o,development costs(where applicable) Compiled by CBRE Zoning/Density Adjustments After adjusting the comparable sales for economic and physical characteristics in direct comparison to the subject property, we have considered & applied an adjustment for zoning/density/FAR in direct comparison to the subject potential proposed rezoning "as of right" floor-area-ratio (FAR), calculated as follows: FAR ADJUSTMENT GRID Indicated Adjusted Sale Subject Adjusted Sale Sale FAR Price Per FAR FAR Price Per FAR 6 1.50 $374.52 2.65 $212.36 8 1.50 $436.67 2.65 $247.60 1 1.62 $438.03 2.65 $268.24 3 2.00 $309.43 2.65 $233.94 5 2.00 $282.18 2.65 $213.34 2 2.25 $318.00 2.65 $270.47 4 2.46 $253.35 2.65 $235.59 Subject 2.65 --- --- --- 7 2.90 $245.75 2.65 $269.40 Compiled by: CBRE, Inc. 63 CBRE ©2022 CBRE,Inc. Sales Comparison Approach CONCLUSION The comparables sales produced an overall unadjusted value indicator range from $492.80 to $836.12 per square foot of site area; and, $200.28 to $515.03 per square foot of rentable/sellable building FAR. After adjustments were considered and-or applied for property rights conveyed, conditions of sale, i. e. assemblage or distress, market conditions (time), size, corner or frontage/view corridors, topography/site conditions, location and zoning/density when compared to the subject property, the range of value indicators was narrowed considerably to $561 .77 to $715.50 per square foot of site area; and, $212.36 to $270.47 per square foot of rentable/sellable building FAR. Based on the preceding analysis, Comparable Sales 1, 2, 3, 4 & 7 were the most representative of the subject site, and warranted greatest consideration because of recent transaction dates, size, location and zoning/density. In conclusion, a price per square foot of site area and a price per square foot of rentable/sellable building FAR within the overall unadjusted and adjusted ranges is most appropriate for valuing the subject site As If rezoned to CD-3, Commercial, High Intensity, and is calculated as follows: CONCLUDED LAND VALUE - P27 $ PSF of Site Site SF Total $600.00 x 59,273 = $35,563,800 $700.00 x 59,273 = $41,491,100 $ PSF of FAR Potential "As of Right" FAR Total $235.00 x 156,800 SF = $36,848,000 $270.00 x 156,800 SF = $42,336,000 Indicated Value As If Rezoned CD-3: $39,000,000 (Rounded PSF of Site) $657.97 (Rounded PSF of FAR) $248.72 Compiled by CBRE 64 CBRE ©2022 CBRE,Inc. 2022 CBRE.Inc. Income Approach Income Approach - Fair Market Ground Rent The following presentation & analysis is used in the estimate of fair market rent of the subject properties. RENT MULTIPLIER METHOD The rent multiplier method is based on the difference or spread between the agreed upon rental rate and the overall capitalization rate used to determine prospective value of what an investor would pay for a leased fee investment to an end buyer and represents the profit expectation that an investor/developer would require in order to secure a site & entitlements, negotiate a long term ground lease and-or perform earthwork & site improvements, if necessary, to secure the long term ground lease. An appropriate profit spread for a ground lease transaction of this type would typically be between 200 and 300 basis points between rent multiplier and overall capitalization rate. In order to determine a reasonable overall capitalization rate, we have presented the following national investor survey for income producing retail, office & residential asset classes, triple net lease investors and ground lease lenders & investors: OVERALL CAPITALIZATION RATES Investment Type OAR Range Average RealtyRates.com - Land Leases- 2nd Qtr. 2022 Apartments 2.04% - 8.92% 6.32% Lodging 2.53% - 13.93% 7.19% Office 2.38% - 9.58% 6.28% Restaurant 2.98% - 14.73% 8.23% Retail 2.18% - 9.72% 6.80% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Strip Shopping Center Market 5.00% - 10.00% 7.00% Office Markets - National Suburban 4.50% - 8.00% 6.03% Office Market - Southeast Florida 4.00% - 9.50% 6.39% National Apartment Market 3.00% - 7.00% 4.45% Southeast Florida Apartment Market 2.50% - 4.50% 3.85% PwC Net Lease National Net Lease Data 5.00% - 7.50% 5.95% Kawa - Private Hedge Fund Ground Lease Funding 4.50% - 6.50% 5.50% Safehold Inc. - REIT Office, Multifamily& Hotel 2.50% - 4.00% 3.50% Indicated OAR: 3.00% - 4.00% Compiled by CBRE 65 CBRE ©2022 CBRE,Inc. Income Approach Based on the foregoing analysis and presentation, the subject properties have the potential to be ground leased to a third-party developer for high density, mixed-use retail, office, hotel & multi- family residential uses. As such, the corresponding capitalization range for a market driven, long-term prospective ground lease investment in the high-density South Beach submarket, would then be 3.00% to 4.00% plus a 250-basis point spread for entrepreneurial profit would produce an overall rent multiplier range of 0.055 to 0.065. The following table present the rent multiplier method for subject As If rezoned: RENT MULTIPLIER METHOD - P25 Rent Multiplier Land Value Potential Rent 0.055 x $26,000,000 = $1,430,000 0.065 x $26,000,000 = $1,690,000 Indicated Rent: $1,500,000 (Rounded $ PSF) $40.05 Compiled by CBRE RENT MULTIPLIER METHOD - P26 Rent Multiplier Land Value Potential Rent 0.055 x $33,600,000 = $1,848,000 0.065 x $33,600,000 = $2,184,000 Indicated Rent: $1,900,000 (Rounded $ PSF) $39.58 Compiled by CBRE RENT MULTIPLIER METHOD - P27 Rent Multiplier Land Value Potential Rent 0.055 x $39,000,000 = $2,145,000 0.065 x $39,000,000 = $2,535,000 Indicated Rent: $2,200,000 (Rounded $ PSF) $37.12 Compiled by CBRE 66 CBRE ©2022 CBRE,Inc. 2022 CBME,iz_ Income Approach Income Approach - Leased Fee Interest In this section, we have estimated the market value of the leased fee interest in the subject properties As If rezoned via discounted cash flow analysis in accordance with the proposed landlord & developer term sheets summarized as follows and attached in the Addenda section. GROUND LEASE TERM SHEET FOR MUNICIPAL PARKING LOTS P25 & P26 Term: Not to exceed 99 years consisting of an initial term of 51 years and two (2) consecutive, dependent extension terms of 24 years each. The effective date of the Ground Lease shall occur upon execution of the Ground Lease by the parties, approval thereof by the City Commission in accordance with City Code and adoption by the City Commission of a resolution accepting the certification of the official results of the successful Referendum and shall be subject to the parties' execution of the Development Agreement. The term of the Ground Lease will commence upon the Possession Date. Base Rent*: Year 1 (months 1-12) $2,500,000 (Referendum certification/Notice to Proceed) Year 2 (months 13-24) $650,000 (Year 2 commences on the first anniversary of Referendum Certification/Notice to Proceed) Year 3 (months 25-36) $725,000 Year 4 (months 37-48) $725,000 Year 5 (months 49-60) $750,000 Year 6 (months 61-72) $1,250,000 = $750,000 Base Rent + $500,000 one-time payment at TCO for P25 Project (estimated to be between months 51-66) Year 7 (months 73-84) $1,272,500 = $772,500 Base Rent + $500,000 one-time payment at TCO for P26 Project (estimated to be between months 66-82) Year 8 (months 85-96) & Beyond Increases over the prior year Base Rent by the greater of 2% or CPI (capped at 3.0%) *Base Rent will be allocated to the P25 Project and the P26 Project based on the aggregate square footage of the P25 Ground Lease Component and P26 Ground Lease Component, respectively, prior to any increase in square footage that may result from the approval of the proposed amendments to the LDRs (as defined below). • Annual Percentage Rent for the P25 Project: 5% of effective gross income from the P25 Project for such lease year. ©2022 CBRE,Inc. 67 CBRE c 2022 CBRE.Inc Income Approach • Annual Percentage Rent for the P26 Project: 5% of effective gross income from the P26 Project for such lease year. Base Rent Reset for each of the P25 Project and the P26 Project: At time of rent reset, hypothetical rent would be calculated based on Year 6 ($750,000) (based on the allocated Base Rent as set forth above) escalated through the rent reset date by the higher of 2% or CPI (uncapped). This would occur at years 51 (for Years 52-75) and Year 75 (for Years 76-99). This formula is in lieu of an appraisal so there is certainty. The Ground Lease shall be a "triple net" (net-net-net) lease, and Developer shall be solely responsible for all real estate taxes, utilities, assessments and other public charges, insurance, common area maintenance and other costs and expenses associated with operation of the Project; provided, however, the City shall be responsible for all such reasonable, out of pocket costs and expenses attributable to the Public Parking Replacement Component. GROWTH RATES In order to determine reasonable growth rates for the base rent and reversion of the land value in our discounted cash flow analysis, we have reviewed published investor surveys summarized as follows: SUMMARY OF GROWTH RATES Investment Type Rent Expenses Inflation U.S. Bureau of Labor Statistics (CPI-U) 10-Year Snapshot Average as of May-22 2.43% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Strip Shopping Center Market 1.33% 2.63% Office Markets - National Suburban 1.60% 2.20% Office Market - Southeast Florida 2.70% 3.00% National Apartment Market 4.10% 3.20% Southeast Florida Apartment Market 3.10% 3.00% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Net Lease Market 0.00% 1.60% PwC National Investor Survey Forecast Value Change National Development Land Market 2.00% 10.00% 3.50% CBRE Estimate 2.00% 3.00% 2.50% Compiled by: CBRE ©2022 CBRE,Inc. 68 CBRE 2022 CBRE,iM. Income Approach DISCOUNT RATES The following table illustrates sources for deriving a discount rate applicable to the leased fee position. DISCOUNT RATE - CONCLUSION FOR P25 & P26 Investment Type Rate Range Average RealtyRates.com - Land Leases- 2nd Qtr. 2022 Apartments 4.64% - 9.42% 7.32% Lodging 5.13% - 14.13% 8.19% Office 4.98% - 10.08% 7.28% Restaurant 5.58% - 15.23% 9.23% Retail 4.78% - 10.22% 7.80% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Strip Shopping Center Market 6.50% - 1 1.00% 8.38% Office Markets- National Suburban 6.25% - 9.00% 7.50% Office Market - Southeast Florida 6.00% - 1 1.00% 8.12% National Apartment Market 4.75% - 10.00% 6.72% Southeast Florida Apartment Market 5.00% - 7.00% 5.78% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Net Lease Market 5.00% - 10.00% 7.15% CBRE Estimate 4.50% Source: CBRE Several factors are considered in the determination of the discount rate applicable to the leased fee position. These include the substantial length of the remaining ground lease term, the spread between contract and market rent, if any, the demographic & economic trends, and the development cycle of the immediate area. Because the subject property is a high density, mixed- use site located in the South Beach submarket, the appropriate discount rate should be at or below the lower end of the overall range. LEASED FEE CASH FLOW ANALYSIS - AS IF REZONED The value of the subject's leased fee interest is accomplished by discounting the projected annual cash flow to the lessor plus reversion. A 99-year discounted cash flow analysis has been prepared based on the landlord/developer term sheet including reversion of the fee simple land value in the final year of the analysis. At the end of the lease term, the reversion is estimated based on an escalation of the current fee simple land value indication of $26,000,000 + $33,600,000 = $59,600,000, for Municipal Parking Lots P25 & P26 combined, inflated 3.5% annually, less a 1.0% cost of sale for real estate commission and closing costs. The contract rent is based on the negotiated term sheet base rent inflated 2.5% annually plus the percentage rent at 5.0% of EGI (effective gross income) based on the proposed mixed-use development. The following table provides an illustration of our market value of the leased fee interest in Municipal Parking Lots P25 & P26 As If rezoned via discounted cash flow analysis: ©2022 CBRE,Inc. 69 CBRE 20 2022 CBRE,Inc. Income Approach LEASED FEE ANALYSIS CASH FLOW SCHEDULE - P25 & P26 Contract Percentage Rent Reversion Net Cash PV Factor @ PV of Year Rent 5.0%of EGI Proceeds Flow 4.50% Cash Flow 2023 $2,500,000 $0 2,500,000 0.9569378 $2,392,344 2024 $650,000 $0 650,000 0.9157300 $595,224 2025 $725,000 SO 725,000 0.8762966 $635,315 2026 $725,000 S0 725,000 0.8385613 $607,957 2027 $1,750,000 S0 1,750,000 0.8024510 S 1,404,289 2028 $750,000 S0 750,000 0.7678957 $575,922 2029 $768,750 $178,100 946,850 0.7348285 $695,772 2030 $787,969 $191,093 979,062 0.7031851 $688,462 2031 $807,668 $204,629 1,012,297 0.6729044 $681,179 2032 $827,860 $218,727 1,046,586 0.6439277 $673,926 2033 $848,556 $233,407 1,081,963 0.6161987 $666,704 2034 $869,770 $248,689 1,118,460 0.5896639 $659,515 2035 $891,514 $264,596 1,156,111 0.5642716 $652,360 2036 $913,802 $281,149 1,194,952 0.5399729 $645,241 2037 $936,647 $298,371 1,235,019 0.5167204 S638,159 2038 $960,063 $316,286 1,276,349 0.4944693 $631,115 2039 $984,065 $334,917 1,318,982 0.4731764 $624,111 2040 $1,008,667 $354,289 1,362,956 0.4528004 $617,147 2041 $1,033,883 $374,430 1,408,313 0.4333018 $610,225 2042 $1,059,730 $395,365 1,455,095 0.4146429 $603,345 2043 $1,086,224 $417,122 1,503,346 0.3967874 $596,509 2044 $1,113,379 $439,730 1,553,109 0.3797009 $589,717 2045 $1,141,214 $463,217 1,604,431 0.3633501 $582,970 2046 $1,169,744 $487,616 1,657,360 0.3477035 $576,270 2047 $1,198,988 $512,956 1,711,944 0.3327306 $569,616 2048 $1,228,962 $539,271 1,768,233 0.3184025 $563,010 2049 • $1,259,686 $566,594 1,826,280 0.3046914 S556,452 2050 $1,291,179 $594,959 1,886,137 0.2915707 $549,942 2051 $1,323,458 $624,402 1,947,860 0.2790150 $543,482 2052 $1,356,544 $654,961 2,011,506 0.2670000 $537,072 2053 $1,390,458 $686,673 2,077,131 0.2555024 $530,712 2054 $1,425,220 $719,578 2,144,798 0.2444999 $524,403 2055 $1,460,850 $753,716 2,214,566 0.2339712 $518,145 2056 $1,497,371 $789,129 2,286,501 0.2238959 $511,938 2057 $1,534,806 S825,861 2,360,666 0.2142544 $505,783 2058 $1,573,176 $863,955 2,437,131 0.2050282 $499,681 2059 $1,612,505 $903,459 2,515,964 0.1961992 $493,630 2060 $1,652,818 $944,420 2,597,238 0.1877504 5487,633 2061 $1,694,138 $986,887 2,681,025 0.1796655 S481,688 2062 $1,736,492 S1,030,910 2,767,402 0.1719287 $475,796 2063 $1,779,904 $1,076,542 2,856,446 0.1645251 $469,957 2064 $1,824,401 $1,123,838 2,948,239 0.1574403 $464,172 2065 $1,870,012 $1,172,852 3,042,864 0.1506605 $458,439 2066 $1,916,762 $1,223,643 3,140,405 0.1441728 $452,761 2067 $1,964,681 $1,276,269 3,240,950 0.1379644 $447,136 2068 $2,013,798 S1,330,793 3,344,591 0.1320233 $441,564 2069 $2,064,143 $1,387,277 3,451,420 0.1263381 $436,046 2070 $2,115,746 S1,445,787 3,561,533 0.1208977 $430,581 2071 $2,168,640 $1,506,390 3,675,030 0.1156916 $425,170 2072 $2,222,856 $1,569,156 3,792,012 0.1107096 $419,812 70 CBRE ©2022 CBRE,Inc. Income Approach 2073 $2,278,427 $1,634,156 3,912,583 0.1059422 $414,508 2074 $2,335,388 $1,701,464 4,036,852 0.1013801 $409,257 2075 $2,393,773 $1,771,158 4,164,931 0.0970145 $404,059 2076 $2,453,617 $1,843,315 4,296,932 0.0928368 $398,914 2077 $2,514,958 $1,918,017 4,432,975 0.0888391 $393,821 2078 $2,577,832 $1,995,349 4,573,181 0.0850135 $388,782 2079 $2,642,277 $2,075,396 4,717,674 0.0813526 $383,795 2080 $2,708,334 $2,158,249 4,866,583 0.0778494 $378,860 2081 $2,776,043 $2,243,999 5,020,042 0.0744970 $373,978 2082 $2,845,444 $2,332,741 5,178,185 0.0712890 $369,148 2083 $2,916,580 $2,424,575 5,341,154 0.0682191 $364,369 2084 $2,989,494 $2,519,600 5,509,094 0.0652815 $359,642 2085 $3,064,232 $2,617,922 5,682,153 0.0624703 $354,966 2086 $3,140,837 $2,719,648 5,860,485 0.0597802 $350,341 2087 $3,219,358 $2,824,889 6,044,248 0.0572059 $345,767 2088 $3,299,842 $2,933,761 6,233,603 0.0547425 $341,243 2089 $3,382,338 $3,046,382 6,428,720 0.0523852 $336,770 2090 $3,466,897 $3,162,873 6,629,770 0.0501294 $332,346 2091 $3,553,569 $3,283,361 6,836,930 0.0479707 $327,972 2092 $3,642,408 $3,407,976 7,050,384 0.0459050 $323,648 2093 $3,733,469 $3,536,851 7,270,320 0.0439282 $319,372 2094 $3,826,805 $3,670,126 7,496,931 0.0420366 $315,145 2095 $3,922,476 $3,807,942 7,730,417 0.0402264 $310,967 2096 $4,020,537 $3,950,447 7,970,984 0.0384941 $306,836 2097 $4,121,051 $4,097,792 8,218,843 0.0368365 $302,753 2098 $4,224,077 $4,250,134 8,474,211 0.0352502 $298,718 2099 $4,329,679 $4,407,635 8,737,314 0.0337323 $294,729 2100 $4,437,921 $4,570,461 9,008,382 0.0322797 $290,788 2101 $4,548,869 $4,738,783 9,287,652 0.0308897 $286,892 2102 $4,662,591 $4,912,779 9,575,370 0.0295595 $283,043 2103 $4,779,156 $5,092,632 9,871,788 0.0282866 $279,239 2104 $4,898,634 $5,278,530 10,177,164 0.0270685 $275,481 2105 $5,021,100 $5,470,667 10,491,767 0.0259029 $271,767 2106 $5,146,628 $5,669,244 10,815,871 0.0247874 $268,098 2107 $5,275,294 $5,874,467 11,149,760 0.0237200 $264,473 2108 $5,407,176 $6,086,550 11,493,725 0.0226986 $260,891 2109 $5,542,355 $6,305,712 11,848,067 0.0217211 $257,354 2110 $5,680,914 $6,532,180 12,213,094 0.0207858 $253,859 2111 $5,822,937 $6,766,189 12,589,126 0.0198907 $250,407 2112 $5,968,510 $7,007,978 12,976,489 0.0190342 $246,997 2113 $6,117,723 $7,257,798 13,375,521 0.0182145 $243,629 2114 $6,270,666 $7,515,903 13,786,569 0.0174302 $240,302 2115 $6,427,433 $7,782,559 14,209,992 0.0166796 $237,017 2116 $6,588,119 $8,058,039 14,646,157 0.0159613 $233,772 2117 $6,752,822 $8,342,623 15,095,444 0.0152740 $230,568 2118 $6,921,642 $8,636,601 15,558,243 0.0146163 $227,403 2119 $7,094,683 $8,940,272 16,034,956 0.0139868 $224,278 2120 $7,272,050 $9,253,945 16,525,996 0.0133845 $221,193 2121 $7,453,852 $9,577,938 $1,778,181,485 1,795,213,275 0.0128082 $22,993,405 Indicated Leased Fee Value (Rounded) $68,300,000 Compiled By:CBRE 71 ©2022 CBRE,Inc. CBRE ,2022 CBRE,Inc. Income Approach GROUND LEASE TERM SHEET FOR MUNICIPAL PARKING LOT P27 Term: Not to exceed 99 years, including an initial term of fifty-one (51) years and two (2) consecutive, dependent twenty-four (24)-year extension options. The extension options shall be exercisable by Developer, its permitted successors or assigns, in their sole and absolute discretion, subject only to the condition that Developer is not then in material default under the Ground Lease, beyond applicable notice and cure periods, nor has an event or circumstance occurred, which with the giving of notice and passage of time would constitute a material default thereunder. The effective date of the Ground Lease shall occur upon the latest to occur of, (i) execution of the Ground Lease by the parties and (ii) approval thereof by the City Commission in accordance with City Code and adoption by the City Commission of a resolution accepting the certification of the official results of the successful Referendum, and the effectiveness of the Ground Lease shall further be subject to the parties' execution of the Development Agreement. The term of the Ground Lease will commence upon the Possession Date (as defined below). In furtherance of the goals of the City and the Developer in connection with this Project, the parties acknowledge and agree that the exact and additional terms, provisions, and agreements of the Ground Lease are to be further negotiated by the parties, and the Term Sheet includes certain terms and conditions as a framework for the parties' good faith negotiation of the definitive Ground Lease. Base Rent: Year 1 (months 1-12) $0 (Referendum certification/Notice to Proceed) Year 2 (months 13-24) $ 2,150,000 (Year 2 commences on the first anniversary of Referendum certification/Notice to Proceed) One-time payment of $2,000,000 due and $150,000 construction rent commences on the earlier of (a) the actual date of Commencement of Construction or (b) month 23, the Target Date for Commencement of Construction set forth in the Project milestones below Year 3 (months 25-36) $150,000 Year 4 (months 37-48) $680,000 Commences on the earlier of (a) the actual date of Completion of Construction or (b) month 43, the Target Date for Completion of Construction set forth in the Project milestones below (the "Full Rent Commencement Date") Year 5 (49-60) & Beyond Increases over the prior year Base Rent as follows: (a) 1.5% commencing on the Full Rent Commencement Date and continuing for a period of five (5) years; ©2022 CBRE,Inc. 72 CBRE 2022 CORE,Inc Income Approach (b) the greater of 1.5% or CPI (capped at 2%) commencing immediately following the expiration of the period set forth in (a) above and continuing for a period of five (5) years; (c) the greater of 1.5% or CPI (capped at 2.5%) commencing immediately following the expiration of the period set forth in (b) above and continuing for a period of five (5) years; (d) the greater of 1.5% or CPI (capped at 3.0%) commencing immediately following the expiration of the period set forth in (c) above and continuing for the remainder of the Term, subject to the Base Rent Resets set forth below. (ii) Annual Percentage Rent: 4% of effective gross income from the Project for such lease year. (iii) Base Rent Reset at year 51 (for years 52-75) and at year 75 (for years 76- 99): At the time of rent reset, hypothetical rent would be calculated based on year when full rent (i.e. $680,000) commences escalated through the rent reset date by the higher of 2% or CPI (uncapped). GROWTH RATES In order to determine reasonable growth rates for the base rent and reversion of the land value in our discounted cash flow analysis, we have reviewed published investor surveys summarized as follows: SUMMARY OF GROWTH RATES Investment Type Rent Expenses Inflation U.S. Bureau of Labor Statistics (CPI-U) 10-Year Snapshot Average as of May-22 2.43% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Strip Shopping Center Market 1.33% 2.63% Office Markets - National Suburban 1.60% 2.20% Office Market - Southeast Florida 2.70% 3.00% National Apartment Market 4.10% 3.20% Southeast Florida Apartment Market 3.10% 3.00% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Net Lease Market 0.00% 1.60% PwC National Investor Survey Forecast Value Change National Development Land Market 2.00% 10.00% 3.50% CBRE Estimate 2.00% 3.00% 2.50% Compiled by: CBRE ©2022 CBRE,Inc. 73 CBRE 2022 CBRE,Inc. Income Approach DISCOUNT RATES The following table illustrates sources for deriving a discount rate applicable to the leased fee position. DISCOUNT RATE - CONCLUSION FOR P27 Investment Type Rate Range Average RealtyRates.com - Land Leases- 2nd Qtr. 2022 Apartments 4.64% - 9.42% 7.32% Lodging 5.13% - 14.13% 8.19% Office 4.98% - 10.08% 7.28% Restaurant 5.58% - 15.23% 9.23% Retail 4.78% - 10.22% 7.80% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Strip Shopping Center Market 6.50% - 1 1.00% 8.38% Office Markets - National Suburban 6.25% - 9.00% 7.50% Office Market - Southeast Florida 6.00% - 1 1.00% 8.12% National Apartment Market 4.75% - 10.00% 6.72% Southeast Florida Apartment Market 5.00% - 7.00% 5.78% PwC Real Estate Investor Survey- 2nd Qtr. 2022 National Net Lease Market 5.00% - 10.00% 7.15% CBRE Estimate 5.00% Source: CBRE Several factors are considered in the determination of the discount rate applicable to the leased fee position. These include the substantial length of the remaining ground lease term, the spread between contract and market rent, if any, the demographic & economic trends, and the development cycle of the immediate area. Because the subject property is a high density, mixed- use site located in the South Beach submarket, the appropriate discount rate should near the lower end of the overall range. LEASED FEE CASH FLOW ANALYSIS - AS IS The value of the subject's leased fee interest is accomplished by discounting the projected annual cash flow to the lessor plus reversion. A 99-year discounted cash flow analysis has been prepared based on the landlord/developer term sheet including reversion of the fee simple land value in the final year of the analysis. At the end of the lease term, the reversion is estimated based on an escalation of the current fee simple land value indication of $39,000,000 for Municipal Parking Lot P27, inflated 3.5% annually, less a 1 .0% cost of sale for real estate commission and closing costs. ©2022 CBRE,Inc. 74 CBRE n 2022 CBRE,iM. Income Approach The contract rent is based on the negotiated term sheet base rent inflated 2.5% annually plus the percentage rent at 5.0% of EGI (effective gross income) based on the proposed mixed-use development. The following table provides an illustration of our market value of the leased fee interest in Municipal Parking Lot P27 As If rezoned via discounted cash flow analysis: 75 ©2022 CBRE,Inc. CBRE m,.cevt Income Approach LEASED FEE ANALYSIS CASH FLOW SCHEDULE- P27 Contract Percentage Rent Reversion Net Cash PV Factor @ PV of Year Rent 5.0%of EGI Proceeds Flow 5.00% Cash Flow 2024 $0 $0 - 0.9523810 $0 2025 $2,025,000 SO 2,025,000 0.9070295 $1,836,735 2026 $150,000 $0 150,000 0.8638376 $129,576 2027 $415,000 $0 415,000 0.8227025 $341,422 2028 $690,200 S0 690,200 0.7835262 $540,790 2029 $699,690 $114,713 814,403 0.7462154 $607,720 2030 $710,186 $700,275 1,410,460 0.7106813 $1,002,388 2031 $720,838 $721,283 1,442,121 0.6768394 $976,084 2032 $731,651 $742,921 1,474,572 0.6446089 $950,522 2033 $742,626 $765,209 1,507,835 0.6139133 $925,680 2034 $753,765 $788,165 1,541,930 0.5846793 $901,535 2035 $765,072 $811,810 1,576,882 0.5568374 $878,067 2036 $776,548 $836,164 1,612,712 0.5303214 $855,256 2037 $788,196 $861,249 1,649,445 0.5050680 $833,082 2038 $800,019 $887,087 1,687,106 0.4810171 $811,527 2039 $812,019 $913,699 1,725,719 0.4581115 $790,572 2040 $824,199 $941,110 1,765,310 0.4362967 $770,199 2041 $836,562 $969,344 1,805,906 0.4155207 $750,391 2042 $849,111 $998,424 1,847,535 0.3957340 $731,132 2043 $861,847 $1,028,377 1,890,224 0.3768895 $712,406 2044 $874,775 $1,059,228 1,934,003 0.3589424 $694,196 2045 $887,897 $1,091,005 1,978,902 0.3418499 $676,487 2046 $901,215 $1,123,735 2,024,950 0.3255713 $659,266 2047 $914,733 $1,157,447 2,072,181 0.3100679 $642,517 2048 $928,454 $1,192,171 2,120,625 0.2953028 $626,226 2049 $942,381 $1,227,936 2,170,317 0.2812407 $610,382 2050 $956,517 $1,264,774 2,221,291 0.2678483 $594,969 2051 $970,865 $1,302,717 2,273,582 0.2550936 $579,976 2052 $985,428 $1,341,798 2,327,226 0.2429463 $565,391 2053 $1,000,209 $1,382,052 2,382,262 0.2313774 $551,202 2054 $1,015,212 $1,423,514 2,438,726 0.2203595 $537,396 2055 S1,030,441 $1,466,219 2,496,660 0.2098662 $523,964 2056 $1,045,897 $1,510,206 2,556,103 0.1998725 $510,895 2057 $1,061,586 $1,555,512 2,617,098 0.1903548 $498,177 2058 $1,077,509 $1,602,177 2,679,687 0.1812903 $485,801 2059 $1,093,672 $1,650,243 2,743,915 0.1726574 $473,757 2060 $1,110,077 $1,699,750 2,809,827 0.1644356 $462,036 2061 $1,126,728 $1,750,743 2,877,471 0.1566054 $450,627 2062 $1,143,629 $1,803,265 2,946,894 0.1491480 $439,523 2063 $1,160,784 $1,857,363 3,018,146 0.1420457 $428,715 2064 $1,178,195 $1,913,084 3,091,279 0.1352816 $418,193 2065 $1,195,868 $1,970,476 3,166,344 0.1288396 $407,951 2066 $1,213,806 $2,029,590 3,243,397 0.1227044 $397,979 2067 $1,232,013 $2,090,478 3,322,492 0.1168613 $388,271 2068 $1,250,494 $2,153,193 3,403,686 0.1112965 S378,818 2069 $1,269,251 $2,217,788 3,487,039 0.1059967 $369,615 2070 $1,288,290 $2,284,322 3,572,612 0.1009492 $360,652 2071 $1,307,614 $2,352,852 3,660,466 0.0961421 $351,925 2072 $1,327,228 $2,423,437 3,750,666 0.0915639 $343,426 2073 $1,347,137 S2,496,140 3,843,277 0.0872037 $335,148 76 CBRE ©2022 CBRE,Inc. Income Approach 2074 $1,367,344 $2,571,025 3,938,368 0.0830512 $327,086 2075 $1,387,854 $2,648,155 4,036,009 0.0790964 $319,234 2076 $1,408,672 $2,727,600 4,136,272 0.0753299 $311,585 2077 $1,429,802 $2,809,428 4,239,230 0.0717427 $304,134 2078 $1,451,249 S2,893,711 4,344,960 0.0683264 $296,875 2079 $1,473,018 $2,980,522 4,453,540 0.0650728 $289,804 2080 $1,495,113 $3,069,938 4,565,051 0.0619741 $282,915 2081 $1,517,540 $3,162,036 4,679,575 0.0590229 $276,202 2082 $1,540,303 $3,256,897 4,797,200 0.0562123 $269,662 2083 $1,563,407 $3,354,604 4,918,011 0.0535355 $263,288 2084 $1,586,858 $3,455,242 5,042,100 0.0509862 $257,078 2085 $1,610,661 $3,558,899 5,169,560 0.0485583 $251,025 2086 $1,634,821 $3,665,666 5,300,487 0.0462460 $245,126 2087 $1,659,343 $3,775,636 5,434,980 0.0440438 $239,377 2088 $1,684,234 $3,888,905 5,573,139 0.0419465 $233,774 2089 $1,709,497 $4,005,572 5,715,069 0.0399490 $228,311 2090 $1,735,140 $4,125,740 5,860,879 0.0380467 $222,987 2091 $1,761,167 $4,249,512 6,010,678 0.0362349 $217,797 2092 $1,787,584 $4,376,997 6,164,581 0.0345095 S212,736 2093 $1,814,398 $4,508,307 6,322,705 0.0328662 5207,803 2094 $1,841,614 $4,643,556 6,485,170 0.0313011 $202,993 2095 $1,869,238 $4,782,863 6,652,101 0.0298106 $198,303 2096 $1,897,277 $4,926,349 6,823,625 0.0283910 $193,730 2097 $1,925,736 $5,074,139 6,999,875 0.0270391 $189,270 2098 $1,954,622 $5,226,363 7,180,985 0.0257515 $184,921 2099 $1,983,941 $5,383,154 7,367,096 0.0245252 $180,680 2100 $2,013,700 $5,544,649 7,558,349 0.0233574 $176,543 2101 $2,043,906 $5,710,989 7,754,894 0.0222451 $172,509 2102 $2,074,564 $5,882,318 7,956,882 0.0211858 $168,573 2103 $2,105,683 $6,058,788 8,164,470 0.0201770 $164,734 2104 $2,137,268 $6,240,551 8,377,819 0.0192162 $160,990 2105 $2,169,327 $6,427,768 8,597,095 0.0183011 $157,336 2106 $2,201,867 $6,620,601 8,822,468 0.0174296 $153,772 2107 $2,234,895 $6,819,219 9,054,114 0.0165996 $150,295 2108 $2,268,418 $7,023,796 9,292,214 0.0158092 $146,902 2109 $2,302,445 $7,234,509 9,536,954 0.0150564 $143,592 2110 $2,336,981 $7,451,545 9,788,526 0.0143394 $140,362 2111 $2,372,036 $7,675,091 10,047,127 0.0136566 $137,209 2112 $2,407,617 $7,905,344 10,312,960 0.0130063 $134,133 2113 $2,443,731 $8,142,504 10,586,235 0.0123869 S131,131 2114 $2,480,387 $8,386,779 10,867,166 0.0117971 $128,201 2115 $2,517,593 $8,638,383 11,155,975 0.0112353 $125,341 2116 $2,555,357 $8,897,534 11,452,891 0.0107003 $122,549 2117 $2,593,687 $9,164,460 11,758,147 0.0101907 $119,824 2118 $2,632,592 $9,439,394 12,071,986 0.0097055 $117,164 2119 $2,672,081 $9,722,576 12,394,657 0.0092433 $114,568 2120 $2,712,162 $10,014,253 12,726,415 0.0088031 $112,033 2121 $2,752,845 $10,314,680 13,067,525 0.0083840 $109,557 2122 $2,794,137 $10,624,121 $1,163,575,133 1,176,993,391 0.0079847 $9,397,956 Indicated Leased Fee Value(Rounded) $49,000,000 Compiled By:CBRE 77 ©2022 CBRE,Inc. CBRE Assumptions and Limiting Conditions Assumptions and Limiting Conditions 1. CBRE, Inc. through its appraiser (collectively, "CBRE") has inspected through reasonable observation the subject property. However, it is not possible or reasonably practicable to personally inspect conditions beneath the soil and the entire interior and exterior of the improvements on the subject property. Therefore, no representation is made as to such matters. 2. The report, including its conclusions and any portion of such report (the"Report"), is as of the date set forth in the letter of transmittal and based upon the information, market, economic, and property conditions and projected levels of operation existing as of such date. The dollar amount of any conclusion as to value in the Report is based upon the purchasing power of the U.S. Dollar on such date. The Report is subject to change as a result of fluctuations in any of the foregoing. CBRE has no obligation to revise the Report to reflect any such fluctuations or other events or conditions which occur subsequent to such date. 3. Unless otherwise expressly noted in the Report, CBRE has assumed that: (i) Title to the subject property is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value. CBRE has not examined title records (including without limitation liens, encumbrances, easements, deed restrictions, and other conditions that may affect the title or use of the subject property) and makes no representations regarding title or its limitations on the use of the subject property. Insurance against financial loss that may arise out of defects in title should be sought from a qualified title insurance company. (ii) Existing improvements on the subject property conform to applicable local, state, and federal building codes and ordinances,are structurally sound and seismically safe,and have been built and repaired in a workmanlike manner according to standard practices; all building systems (mechanical/electrical, HVAC, elevator, plumbing, etc.) are in good working order with no major deferred maintenance or repair required; and the roof and exterior are in good condition and free from intrusion by the elements. CBRE has not retained independent structural, mechanical, electrical, or civil engineers in connection with this appraisal and, therefore, makes no representations relative to the condition of improvements. CBRE appraisers are not engineers and are not qualified to judge matters of an engineering nature, and furthermore structural problems or building system problems may not be visible. It is expressly assumed that any purchaser would, as a precondition to closing a sale, obtain a satisfactory engineering report relative to the structural integrity of the property and the integrity of building systems. (iii) Any proposed improvements, on or off-site, as well as any alterations or repairs considered will be completed in a workmanlike manner according to standard practices. (iv) Hazardous materials are not present on the subject property. CBRE is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater, mold, or other potentially hazardous materials may affect the value of the property. (v) No mineral deposit or subsurface rights of value exist with respect to the subject property, whether gas, liquid, or solid, and no air or development rights of value may be transferred. CBRE has not considered any rights associated with extraction or exploration of any resources, unless otherwise expressly noted in the Report. (vi) There are no contemplated public initiatives, governmental development controls, rent controls, or changes in the present zoning ordinances or regulations governing use, density, or shape that would significantly affect the value of the subject property. (vii) All required licenses, certificates of occupancy,consents, or other legislative or administrative authority from any local, state, nor national government or private entity or organization have been or can be readily obtained or renewed for any use on which the Report is based. (viii)The subject property is managed and operated in a prudent and competent manner, neither inefficiently or super-efficiently. (ix) The subject property and its use, management,and operation are in full compliance with all applicable federal, state, and local regulations, laws, and restrictions, including without limitation environmental laws, seismic hazards, flight patterns, decibel levels/noise envelopes, fire hazards, hillside ordinances, density, allowable uses, building codes, permits, and licenses. (x) The subject property is in full compliance with the Americans with Disabilities Act (ADA). CBRE is not qualified to assess the subject property's compliance with the ADA, notwithstanding any discussion of possible readily achievable barrier removal construction items in the Report. ©2022 CBRE,Inc. 78 CBRE s'2022 CBRE,Inc Assumptions and Limiting Conditions (xi) All information regarding the areas and dimensions of the subject property furnished to CBRE are correct, and no encroachments exist. CBRE has neither undertaken any survey of the boundaries of the subject property nor reviewed or confirmed the accuracy of any legal description of the subject property. Unless otherwise expressly noted in the Report, no issues regarding the foregoing were brought to CBRE's attention, and CBRE has no knowledge of any such facts affecting the subject property. If any information inconsistent with any of the foregoing assumptions is discovered, such information could have a substantial negative impact on the Report. Accordingly, if any such information is subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. CBRE assumes no responsibility for any conditions regarding the foregoing, or for any expertise or knowledge required to discover them. Any user of the Report is urged to retain an expert in the applicable field(s) for information regarding such conditions. 4. CBRE has assumed that all documents, data and information furnished by or behalf of the client, property owner, or owner's representative are accurate and correct, unless otherwise expressly noted in the Report. Such data and information include, without limitation, numerical street addresses, lot and block numbers, Assessor's Parcel Numbers, land dimensions, square footage area of the land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, historical operating expenses, budgets,and related data. Any error in any of the above could have a substantial impact on the Report. Accordingly, if any such errors are subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. The client and intended user should carefully review all assumptions, data, relevant calculations, and conclusions of the Report and should immediately notify CBRE of any questions or errors within 30 days after the date of delivery of the Report. 5. CBRE assumes no responsibility (including any obligation to procure the same) for any documents, data or information not provided to CBRE, including without limitation any termite inspection,survey or occupancy permit. 6. All furnishings, equipment and business operations have been disregarded with only real property being considered in the Report, except as otherwise expressly stated and typically considered part of real property. 7. Any cash flows included in the analysis are forecasts of estimated future operating characteristics based upon the information and assumptions contained within the Report. Any projections of income, expenses and economic conditions utilized in the Report, including such cash flows, should be considered as only estimates of the expectations of future income and expenses as of the date of the Report and not predictions of the future. Actual results are affected by a number of factors outside the control of CBRE, including without limitation fluctuating economic, market, and property conditions. Actual results may ultimately differ from these projections, and CBRE does not warrant any such projections. 8. The Report contains professional opinions and is expressly not intended to serve as any warranty, assurance or guarantee of any particular value of the subject property. Other appraisers may reach different conclusions as to the value of the subject property. Furthermore, market value is highly related to exposure time, promotion effort, terms, motivation, and conclusions surrounding the offering of the subject property. The Report is for the sole purpose of providing the intended user with CBRE's independent professional opinion of the value of the subject property as of the date of the Report. Accordingly, CBRE shall not be liable for any losses that arise from any investment or lending decisions based upon the Report that the client, intended user, or any buyer, seller, investor, or lending institution may undertake related to the subject property, and CBRE has not been compensated to assume any of these risks. Nothing contained in the Report shall be construed as any direct or indirect recommendation of CBRE to buy,sell, hold, or finance the subject property. 9. No opinion is expressed on matters which may require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers. Any user of the Report is advised to retain experts in areas that fall outside the scope of the real estate appraisal profession for such matters. 10. CBRE assumes no responsibility for any costs or consequences arising due to the need, or the lack of need, for flood hazard insurance. An agent for the Federal Flood Insurance Program should be contacted to determine the actual need for Flood Hazard Insurance. 11. Acceptance or use of the Report constitutes full acceptance of these Assumptions and Limiting Conditions and any special assumptions set forth in the Report. It is the responsibility of the user of the Report to read in full, comprehend and thus become aware of all such assumptions and limiting conditions. CBRE assumes no responsibility for any situation arising out of the user's failure to become familiar with and understand the same. 12. The Report applies to the property as a whole only, and any pro ration or division of the title into fractional interests will invalidate such conclusions, unless the Report expressly assumes such pro ration or division of interests. ©2022 CBRE,Inc. 79 CBRE 4 2022 CBRE 1n. Assumptions and Limiting Conditions 13. The allocations of the total value estimate in the Report between land and improvements apply only to the existing use of the subject property. The allocations of values for each of the land and improvements are not intended to be used with any other property or appraisal and are not valid for any such use. 14. The maps, plats, sketches, graphs, photographs, and exhibits included in this Report are for illustration purposes only and shall be utilized only to assist in visualizing matters discussed in the Report. No such items shall be removed, reproduced,or used apart from the Report. 15. The Report shall not be duplicated or provided to any unintended users in whole or in part without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Exempt from this restriction is duplication for the internal use of the intended user and its attorneys, accountants, or advisors for the sole benefit of the intended user. Also exempt from this restriction is transmission of the Report pursuant to any requirement of any court, governmental authority, or regulatory agency having jurisdiction over the intended user, provided that the Report and its contents shall not be published, in whole or in part, in any public document without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Finally, the Report shall not be made available to the public or otherwise used in any offering of the property or any security, as defined by applicable law. Any unintended user who may possess the Report is advised that it shall not rely upon the Report or its conclusions and that it should rely on its own appraisers, advisors and other consultants for any decision in connection with the subject property. CBRE shall have no liability or responsibility to any such unintended user. ©2022 CBRE,Inc. 80 CBRE 20.,CBRE Inc Addenda ADDENDA ©2022 CBRE,Inc. 1.2022®RE.Inc. Addenda Addendum A LAND SALE DATA SHEETS ©2022 CBRE,Inc. !^2022 CBRE,Inc. ale Land - Mixed-Use No. 1 Property Name 6th&Washington Address 601-685 Washington Avenue Miami Beach, FL 33139 .441-'_ _ r•,• ' ' x; S' United States e' Government Tax Agency Miami-Dade +�••; f.,, ~' , Govt/Tax ID N/A "' s'o w., ': Site/Government RegulationsF.L..,;, -..;:r....ii :; Acres Square feet .� -'.t .r� +J ,i, :.... . , Land Area Net 1.579 68,770 i A , Land Area Gross 1.579 68,770 Site Development Status Finished Shape Rectangular Topography Other(See Comments) Utilities Available to site Maximum FAR 1.62 Min Land to Bldg Ratio 0.62:1 Maximum Density 41.81 per ac Frontage Distance/Street 549 ft Washington Ave Frontage Distance/Street 133 ft 6th Street Frontage Distance/Street 130 ft 7th Street Frontage Distance/Street 519 ft Collins Court-Alley General Plan Mixed-use retail/residential&parking Specific Plan Mixed-use retail/residential&parking Zoning CD-2,Commercial (See Comments) Entitlement Status Other(See Comments) Recorded Buyer IC 601 Washington, LLC Marketing Time N/A True Buyer Eric Birnbaum Buyer Type Developer Recorded Seller Washington Squared,LLC Seller Type Private Investor True Seller Andrew Joblon,Managing Member Primary Verification Contract&Appraisal on-file Interest Transferred Fee Simple/Freehold Type Sale Current Use Obsolete strip retail Date 6/23/2015 Proposed Use Mixed-use retail, residential&parking Sale Price $55,500,000 Listing Broker N/A Financing Cash to Seller Selling Broker N/A Cash Equivalent S55,500,000 Doc# See Comments Capital Adjustment $2,000,000 Adjusted Price $57,500,000 Transaction Date Transaction Type Buyer Seller Price Price/ac and/sf 06/2015 Sale IC 601 Washington,LLC Washington Squared, $55,500,000 $36,422,373/$836.12 LLC F 2022 CBRf,Inc. C B R E ale Land - Mixed-Use No. 1 $836.12 /sf $871,212 /Unit $36,422,372.84 /ac $871,212 /Allowable Bldg. Units $515.03 /Building Area No information recorded This comparable land sale is improved with seven(7)existing 1 &2i story retail store buildings fronting Washington Avenue between 6th Street and 7th Street in the Flamingo Park Historic District on Miami !all! � Beach that were owned or were"in contract"to Washington Squared,LLC,as part of an assemblage for _ mixed-use redevelopment for a total purchase price of$40,210,436, including lease buyouts,exiting 0 debt&real estate commission obligations to the buyer. The assembled site area totals 68,770 square 0, c ' feet of medium intensity zoned land area that is improved with approximately 63,601 square feet of Google m Map data ;!2022 Google obsolete retail store building area dating to 1934, 1936& 1948. The proposed redevelopment is conceptually site planned for 55,120 square feet of ground floor retail,plus 66-residential condominium units with 56,525 square feet or an average of 856-SF of living area per unit in a 9-story tower and 2- levels of structured parking with 240 spaces. In addition,there are several other redevelopment scenario options including a potential hotel tower instead of the residential condominium units. The majority of the contracts,excluding 619-627 Washington Avenue,all closed simultaneously in the third week of June 2015. In addition to the assemblage purchase price,the buyer/investor,Washington Squared, LLC was able to negotiate&execute a membership interest purchase&sale to IC 601 Washington LLC,dated May 27,2015. The forward purchase price is$55,500,000 for a 96.5%interest in a joint venture agreement between the seller&purchaser. The seller retains a 3.5%interest in the joint venture valued at$2,000,000,for a total purchase price valued at$57,500,000 for 100%interest in the joint venture partnership. Part of the assemblage strategy was the Washington Avenue Vision and Master Plan being developed with a Washington Avenue Blue Ribbon Panel(WABRP)that was recommending to increase building height restrictions. The WABRP was recommending a FAR as high as 2.75,subject to municipal government approvals,versus the current zoning of CD-2,Commercial,Medium Intensity District permits a maximum floor area ratio(FAR)of 1.50,plus Code Section 142-307(d)2.0 FAR where more than 25% of the building is used for residential or hotel units. CBRE ale Land - Hotel / Motel No. 2 Property Name 1685 Washington Avenue Address 1685 Washington Avenue { 't.. 1, . ' "- . Miami Beach, FL 33139 ° United States s , I 1' Government Tax Agency Miami-Dade ' Govt./Tax ID 02-3234-019-0730 ' r • "` Site/Government Regulations -1 :. • , . ' : Acres Square feet '., ` •' ,1 nj s i . TM Land Area Net 0.689 30,000 X' ! IIMIP t-+1 Land Area Gross 0.689 30,000 ` ;,. • , Site Development Status Finished ,m. !6 t .j �✓ -r - I �..1%..� �Y_ 1 Shape Rectangular Topography Level,At Street Grade Utilities All available Maximum FAR 2.25 Min Land to Bldg Ratio 0.44:1 Maximum Density 217.80 per ac Frontage Distance/Street N/A Washington Avenue Frontage Distance/Street N/A 1 7th Street General Plan Mixed-use Specific Plan Mixed-use hotel, retail&branch bank Zoning CD-3,Commercial High Intensity District Entitlement Status N/A Recorded Buyer Sobe Center,LLC Marketing Time N/A True Buyer Ronny Finvarb Buyer Type Developer Recorded Seller Citibank, N.A. Seller Type End User True Seller N/A Primary Verification Paul Weimer,Listing Broker Interest Transferred Leased Fee Type Sale Current Use Branch bank Date 8/16/2017 Proposed Use Mixed-use hotel, retail&branch bank Sale Price $19,200,000 Listing Broker CBRE,Inc. Hotel&Resort Group Financing All Cash Selling Broker Paul Weimer,CBRE, Inc. Cash Equivalent $19,200,000 Doc# 30658/1799 Capital Adjustment $2,000,000 Adjusted Price $21,200,000 Transaction Date Transaction Type Buyer Seller Price Price/ac and/sf 08/2017 Sale Sobe Center, LLC Citibank,N.A. $19,200,000 $30,782,634/$706.67 CBRE Sale Land - Hotel / Motel No. 2 S706.67 /sf N/A /Unit $30,782,633.95 /ac $141,333 /Allowable Bldg. Units $314.07 /Building Area No information recorded fThis comparable land sale is a 0.69-acre site,high density zoned site improved with a 7,389 SF Citibank CITY CE C R branch and is located at the southeast corner of Washington Avenue and 17th Street in Miami Beach, T. Florida. The improvements were constructed in 1996. However,the buyer is a very active Miami Beach iami Beach hotel developer and was scouting potential redevelopment sites along the Lincoln Road mall. The Ji transaction and redevelopment plan was negotiated to include a new,replacement branch bank for Citibank in 4,000-SF of net rentable area on the ground floor of the proposed,8-story, 150-room hotel n 'Google Map data 02022 Gtower. Citibank intends to continue to operate during construction and will enter a long-term leaseback ;'- of the new space upon completion. According to the broker,the value of the leaseback was considered to be$100.00-PSF,triple net but details were confidential and not provided. However,the 4,000-SF branch bank shell cost contribution to the buyer/developer is estimated to be$500.00-PSF for hard& soft costs and parking space allocations. 2022 CORE.w.. C BR E Sale Land - Office No. Property Name 1910 Alton Road _ J Address 1910 Alton Road - tti -- Miami Beach,FL 33139 • - - - 1 4-. :cassr.� United States iA ,.-1' ,{, , �. Government Tax Agency Miami-Dade1. { �. ;'"� `" Govt./Tax ID 02-3233-022-0020 1 s - .i; .1 1-4 ,. `�. Site/Government Regulations - t . 9 Acres Square feet ;,,i 7 1' -r-.' s�w, ■sFrri Land Area Net 0.184 8,000 �i i• u ":' taiiii ..- Land Area Gross N/A N/A :t.. —` �"!� '' t'�. 604 1‘..'...._:-1.1; , P 'r' ; .r Site Development Status Finished ` ' '�- ,. Shape Rectangular Topography Level,At Street Grade Utilities Available to site Maximum FAR 2.00 Min Land to Bldg Ratio 0.50:1 Maximum Density N/A Frontage Distance/Street N/A Alton Road General Plan Mixed-use commercial Specific Plan Mixed-use office/residential Zoning CD-2,Commercial,Medium Intensity Entitlement Status N/A Recorded Buyer Alton Office Holdings,LLC Marketing Time 13 Month(s) True Buyer Wayne Boich Buyer Type Developer Recorded Seller Talmudic College of Florida,Inc. Seller Type End User True Seller Rabbi Yitzchak Zweig Primary Verification Zach Winkler,Listing Broker Interest Transferred Fee Simple/Freehold Type Sale Current Use Obsolete office&educational use Date 2/19/2020 Proposed Use Mixed-use office/residential Sale Price $4,500,000 Listing Broker JLL#305-704-1333 Financing All Cash Selling Broker N/A Cash Equivalent $4,500,000 Doc# 31835/4257 Capital Adjustment $0 Adjusted Price $4,500,000 Transaction Date Transaction Type Buyer Seller Price Price/ac and/sf 02/2020 Sale Alton Office Holdings, Talmudic College of $4,500,000 $24,496,462/$562.50 LLC Florida,Inc. 2022 CBRE,inc. C BR E ale Land - Office No. 3 $562.50 /sf N/A /Unit $24,496,461.62 /ac N/A /Allowable Bldg. Units $281.30 /Building Area No information recorded apt This comparable land sale is located along the west side of Alton Road in the Sunset Harbour submarket Q in Miami Beach,Florida. The property was improved with an obsolete office/educational building and •S400 broker listed at S5,750,000 for approximately 13-months +/- before going into contract at$4,500,000 "g. P 0�ya e in an"all cash"transaction. The buyer is a developer who demolished the building and secured site plan toads approvals for a 5-story, 15,997-SF mixed-use office building with a top floor residential unit including Google deck,2-floors of office space,a ground floor art gallery,secured lobby and 15-mechincal lift le Map data©2:::22 G:,c>gie parking spaces. 52022 CORE.Inc. CBRE ale Lan• otel / Motel ProAddrertyss Name citizenM Hotel _ NI Address 1212 Lincoln Road `cr- �', N Miami Beach,FL 33139 t : —:� United States '' rf xK.ar 1 %.: Government Tax Agency N/A .. 1;1 -y Govt./Tax ID Multiple i `� ��I�. Site/Government Regulations 11 Acres Square feet J �` �f Land Area Net 0.419 18,263 p� 11; �;F 1 Land Area Gross N/A N/A l iiii Site Development Status Finished j� t : Shape Rectangular a Topography Level,At Street Grade Utilities All available to site Maximum FAR 2.46 Min Land to Bldg Ratio 0.41:1 Maximum Density 400.67 per ac Frontage Distance/Street N/A Alton Road Frontage Distance/Street N/A Lincoln Road General Plan Mixed-use commercial Specific Plan Hotel Zoning CD-2,Commercial,Medium Intensity Entitlement Status N/A Recorded Buyer OSIB Miami Beach Properties LLC Marketing Time N/A True Buyer Craig Kinnon,citizenM Hotels Buyer Type End User Recorded Seller 1212 Lincoln LLC Seller Type Developer True Seller Russell Galbut,Crescent Heights Primary Verification Buyer&Public Records Interest Transferred Fee Simple/Freehold Type Sale Current Use Obsolete bank Date 6/25/2020 Proposed Use Boutique hotel Sale Price $9,000,000 Listing Broker Off-market transaction Financing All Cash Selling Broker N/A Cash Equivalent $9,000,000 Doc# 31988/2369 Capital Adjustment $0 Adjusted Price $9,000,000 Transaction Date Transaction Type Buyer Seller Price Price/ac and/sf 06/2020 Sale OSIB Miami Beach 1212 Lincoln LLC $9,000,000 $21,464,345/$492.80 Properties LLC CBRE ale Land - Hotel / Motel No. 4 $492.80 /sf $53,571 /Unit $21,464,345.34 /ac $53,571 /Allowable Bldg. Units $200.28 /Building Area No information recorded ti,i F+ This comparable land sale is located at the southwest corner intersection of Alton Road&Lincoln Road in n+,S t the South Beach submarket of Miami Beach,Florida. The site is improved with an existing 2-story, nuantc 18,105-SF Wells Fargo branch bank built in 1940 that will be redeveloped into a 5-story, 168-room Ocean boutique hotel with roof top terrace. The seller previously acquired the property from Wells Fargo in January 2020 for S8,500,000. The site location is across the street from the west end of the Lincoln Road pedestrian mall and is part of a mixed-use master plan anchored by a 55,000-SF Whole Foods with 3-levels of structured parking support. Google Map data v2u22 CBRE Sale Land - Mixed-Use No. Property Name 1234- 1260 Washington Avenue _ Address 1234- 1260 Washington Avenue s xJ v I- .1 1 Miami Beach,FL 33139 or j33;�' .� United States 4 Is 1` 7S., !' • u Government Tax Agency Miami-Dade i+ Govt./Tax ID Multiple ram' 1 i'pa ' j Site/Government Regulations + ,�,ti Acres Square feet .w; '' " ••'". ,, Land Area Net 0.770 33,525 I, z' ' ) ' } I'" dl Land Area Gross N/A N/A R 1 t " � i �. Site Development Status Finished t i!' ' -4 :- Shape Rectangular r :A_ a .. �- " Topography Level,At Street Grade Utilities All available to site Maximum FAR 2.00 Min Land to Bldg Ratio 0.50:1 Maximum Density 139.03 per ac Frontage Distance/Street N/A Washington Avenue Frontage Distance/Street N/A Drexel Avenue Frontage Distance/Street N/A 13th Street General Plan High density,mixed-use retail,office,residential&hotel Specific Plan Mixed-use retail&office Zoning CD-2,Commercial Medium Intensity Entitlement Status N/A Recorded Buyer Urbin Miami Beach Owner,LLC Marketing Time N/A True Buyer Rishi Kapoor Buyer Type Private Syndicator Recorded Seller 1234 Partners,Ltd. Seller Type Private Investor True Seller Jonathan Fryd&David Resnick Primary Verification Buyer#786-701-6724 Interest Transferred Fee Simple/Freehold Type Sale Current Use Obsolete retail/office Date 5/4/2021 Proposed Use Retail/office redevelopment Sale Price $20,000,000 Listing Broker Off-market transaction Financing Other(See Comments) Selling Broker N/A Cash Equivalent $20,000,000 Doc# 32501/292 Capital Adjustment $0 Adjusted Price $20,000,000 Transaction Date Transaction Type Buyer Seller Price Price/ac and/sf 05/2021 Sale Urbin Miami Beach 1234 Partners,Ltd. $20,000,000 $25,987,526/$596.57 Owner,LLC CBRE ale Land - Mixed-Use No. 5 $596.57 /sf $186,916 /Unit $25,987,525.99 /ac $186,916 /Allowable Bldg. Units $298.61 /Building Area No information recorded �q This comparable land sale comprises an existing 1-story, 10,697-SF retail building(1260)and a 3-story, J 19,519-SF office building(1234) located along the west side of Washington Avenue at 13th Street and III spanning west to the Drexel Avenue frontage. The buyer operates a co-living&co-working business with I plans to demolish the 1-story retail building and replace it with a new,ground-up 6-story office building SOUTH:B FAC H and will gut renovate&restore the existing 3-story office building. The proposed site plan comprises a 1''r St total of 44,153-SF of rentable area and 82,160-SF of gross building area that includes a 5,000-SF Goog le wellness center on the ground floor and 21,000-SF of new,flexible office space on the upper floors Map data Googie including co-working area as small as 50-SF and more traditional office suites ranging from 1,000 to 5,000 square feet with fully furnished,turn key options. Project amenities include a food market,cafe& raw juice bar,60-residential units and roof deck with pool,yoga lawn and bar. The residential units will be a mix of 275-SF micro units and co-living units with 2-to-4 bedroom floor plans including private bathrooms in each bedroom and shared living room, kitchen and laundry machines. The sale transaction was facilitated with a $14 million purchase money mortgage in favor of the sellers and the buyer raised $56 million from investors for the redevelopment program. fi.2022 aME,Mc. C B R E ale Land - Retail / Commercial No. • Property Name 1683& 1695 Alton Road . ' ,.ii Address 1683& 1695 Alton Road Miami Beach,FL 33139 y ... United States �%- Y t IliW"" Government Tax Agency Miami-Dade '" ..�.i f Govt./Tax ID 02-3234-017-0090&0100 Site/Government Regulations Acres Square feet Land Area Net 0.340 14,810 Land Area Gross N/A N/A Site Development Status Finished Shape Rectangular Topography Level,At Street Grade Utilities Available to site Maximum FAR 1.50 Min Land to Bldg Ratio 0.67:1 Maximum Density N/A Frontage Distance/Street N/A Alton Road Frontage Distance/Street N/A 17th Street General Plan Mixed-use commercial Specific Plan TBD Zoning CD-2,Commercial,Medium Intensity Entitlement Status N/A Recorded Buyer 1695 Alton, LLC Marketing Time 18 Month(s) True Buyer Alan Potamkin Buyer Type Private Investor Recorded Seller Sanel, Inc. Seller Type Private Investor True Seller Eleonora Carina Zocco Primary Verification Rich Tallman,Listing Broker Interest Transferred Fee Simple/Freehold Type Sale Current Use Vacant branch bank building&parking lot Date 2/3/2022 Proposed Use TBD Sale Price $10,400,000 Listing Broker La Playa Properties Group,Inc. #305-672- Financing Cash to Seller 0773 Selling Broker N/A Cash Equivalent $10,400,000 Doc# 33019/3462 Capital Adjustment $0 Adjusted Price $10,400,000 Transaction Date Transaction Type Buyer Seller Price Price/ac and/sf 02/2022 Sale 1695 Alton, LLC Sanel,Inc. $10,400,000 $30,588,235/$702 21 ..2O2 CONE,Inc. CBRE P• • e Lan • ' eta / Commercial $702.21 /sf N/A /Unit $30,588,235.29 /ac N/A /Allowable Bldg. Units $468.15 /Building Area No information recorded IP This comparable land sale is the former BankUnited branch bank located on the southeast,signalized corner of Alton Road and 17th Street in the South Beach submarket in Miami Beach, Florida. The 17th SI O BankUnited lease commenced in May 2010 with the"like new"branch bank opening in 2012. The lease terms&conditions were for 10 years plus two (2),5 year renewal option and 3%annual escalations _? `I throughout initial term and options periods. However,BankUnited vacated after the initial base term expired. Prior to a branch bank,it was the former Burger King fast food restaurant. The current seller 7 Google map data®2022 Google previously acquired the property in December 2012 and a single tenant,triple net lease investment for $8,150,000 and relisted the property more recently once it was known that BankUnited was not renewing. The broker listing was priced at$12,000,0000 and sold at$10,400,000 in an"all cash"sale transaction to a local, high net worth investor. The underlying zoning permits a 5-story building and floor-area-ratio of 1.50 or a maximum 2.0 in mixed-use buildings when more than 25 percent of the total area of a building is used for residential or hotel units,as set forth in the RM-2 district. F'2022 CORE,Inc C B R E ale Land - Hotel / Motel No. Property Name 2206 Park Avenue i; - oultr• ii" Address 2206 Park Avenue Trial �6. - ,W Miami Beach, FL 33139 't,� f United States -t j �� 7 Government Tax Agency Miami-Dade �. Q; /` Govt./Tax ID Multiple Site/Government Regulations � ;' Acres Square feet t ' K Land Area Net 0.391 17,040 1,, • ��i ;�• �',`.. a Land Area Gross N/A N/A �r•` i /. ..' Site Development Status Finished ;: s-- Shape p Rectangular '•„ ��^ '�zf / Topography Level,At Street Grade Utilities Available to site Maximum FAR 2.90 Min Land to Bldg Ratio 0.34:1 Maximum Density 306.75 per ac Frontage Distance/Street N/A Park Avenue Frontage Distance/Street N/A 22nd Street General Plan Mixed-use residential&hotel uses Specific Plan Hotel Zoning CD-3,Commercial,High Intensity Entitlement Status N/A Recorded Buyer 22 Landlord LLC Marketing Time 5 Month(s) True Buyer Mathieu Massa Buyer Type Developer Recorded Seller Encotol LLC Seller Type Developer True Seller Enrique Colmenaras Primary Verification Susan Gale,Listing Agent Interest Transferred Fee Simple/Freehold Type Sale Current Use Vacant land Date 2/11/2022 Proposed Use Hotel Sale Price $13,500,000 Listing Broker One Sotheby's International#305-766-1988 Financing Market Rate Financing Selling Broker N/A Cash Equivalent $13,500,000 Doc# 33027/4911 Capital Adjustment $0 Adjusted Price $13,500,000 Transaction Date Transaction Type Buyer Seller Price Price/ac and/sf 02/2022 Sale 22 Landlord LLC Encotol LLC $13,500,000 $34,509,202/$792.25 '.2022 CeRE,Inc. C B R E ale Land - Hotel / Motel No. $792.25 /sf $112,500 /Unit $34,509,202.45 /ac $112,500 /Allowable Bldg. Units $273.05 /Building Area No information recorded QThis comparable land sale is located along the northwest corner of Park Avenue and 22nd Street in the 1. South Beach submarket in Miami Beach, Florida. The property was broker listed at$15,900,000 and sold for S13,500,000 with the buyer securing a S6,000,000 conventional loan from City National Bank and the seller providing a $2,500,000 short term purchase money mortgage. The property was ,O previously acquired in October 2013 for$7,000,000 by the developers of the adjacent&former 44-room Lido Park Hotel located at 2216 Park Avenue who re-branded the 2216 Park Avenue property as the Goo g le Vintro Hotel&Kitchen and is now known as the Kayak Miami Beach. The 2206 Park Avenue land sale g Map data©2022 Goo property was previously proposed and entitled for a 5-story condo hotel comprising of 50,000-SF +/- with a mechanical parking lift system. The project was finally approved for 49,441-SF of FAR with 120- hotel rooms,ground floor retail and reduced off-street parking variance. The site location is at the crossroads of Park Avenue and the renovated Collins Canal that is a restricted access canal that connects to Biscayne Bay, Indian Creek and Lake Pancoast. 2022 ONCE,Inc. C BR E ale Land - Mixed-Use No. 8 Property Name The Alton Address 1656-1680 Alton Road 1677 West Avenue .,,� �- Miami Beach,FL 33139 r F .. ,� ` ; United States „ 1 - Government Tax Agency Miami-Dade 1' 1, Govt./Tax ID Multiple F' ; :---- a:. Site/Government Regulations - ,4 - 4. Acres Square feet •' _.` Land Area Net 1.377 60,000 • � Land Area Gross N/A N/A PP int- 4 •'+"�,��'- Site Development Status Finished Shape Rectangular Topography Level,At Street Grade Utilities Available to site Maximum FAR 1.50 Min Land to Bldg Ratio 0.67:1 Maximum Density N/A Frontage Distance/Street 350 ft Alton Road Frontage Distance/Street 350 ft Alton Court Frontage Distance/Street 50 ft West Avenue General Plan Mixed-use residential&commercial uses Specific Plan Mixed-use retail&office use Zoning CD-2,Commercial,Medium Intensity Entitlement Status N/A Recorded Buyer BH The Alton LLC Marketing Time 8 Month(s) True Buyer Michael Shvo Buyer Type Developer Recorded Seller Alton Road Investments,LLC&Hardware Seller Type Private Investor Parking,LLC True Seller Robert Shor Primary Verification John Crotty,Listing Broker Interest Transferred Fee Simple/Freehold Type Sale Current Use Obsolete retail,residential&a surface Date 6/3/2022 parking lot Proposed Use Mixed-use retail/office&structured parking Sale Price $39,300,000 Listing Broker Avison Young#305-447-7865 Financing Market Rate Financing Selling Broker Noah Fox&Lyle Stern,Koniver Stern Group Cash Equivalent $39,300,000 Doc# 33230/423&428 Capital Adjustment $0 Adjusted Price $39,300,000 Transaction Date Transaction Type Buyer Seller Price Price/ac and/sf 06/2022 Sale BH The Alton LLC Alton Road Investments, $39,300,000 $28,532,017/$655.00 LLC&Hardware Parking, LLC CBRE Sale Land - Mixed-Use No. 8 $655.00 /sf N/A /Unit $28,532,016.84 /ac N/A /Allowable Bldg. Units $436.67 /Building Area No information recorded This comparable land sale comprises 1.21-acres fronting Alton Road,just one(1) lot north of Lincoln Road and improved with several 1 &2 story retail&residential buildings totaling 50,814-SF and dating /11141 - 4 inns_ back to the 1940's plus 0.17-acre fronting West Avenue that is improved with a surface parking lot. The >netian MfBy ." buyer is a developer with a preliminary concept plan to redevelop the site with a 5 to 6-story,mixed-use retail/office project supported by structured parking with a gross building area of 250,000-SF(including parking garage)and subject to the acquisition of the Alton Court alleyway. The buyer/developer is Google map data g12m Goo _ seeking to acquire a partial vacation in order create a unified development site between parcels located on both the east and west sides of the alley that would allow for the movement of FAR between the parcels and then provide a perpetual easement to the City so the alley continues to function and the City would continue to have access to all utilities. The proposed office building is expected to utilize the recently approved height incentives for office buildings along Alton Road,subject to public benefits to be provided by the developer,while retaining a lower scale of development along West Avenue. The current seller previously acquired the property in a two-part assemblage in August 2004 for $9,750,000 and April 2014 for$2,5000 or for a total of$12,250,000 and engaged Avison Young to market the property,unpriced,in the 4th quarter,2021. The current buyer facilitated the transaction with a$28,250,000 loan in favor of Maim Credit Corp. a,2022 CORE,Inc. CBR E Addenda Addendum B TERM SHEET FOR P25 & P26 ®2022 CBRE,Inc. +:101l CBRE,Irc. Lincoln Land Class A Office Space and Parking Development Agreement Proposed Term Sheet City Revised Draft-April 26,2022 Capitalized terms used in this Term Sheet and not defined shall be defined in the Development Agreement and/or Ground Lease, as applicable. 1. Overview of Transaction Structure and Project: a. The City of Miami Beach, Florida(the"City") owns those certain surface parking lots referred to as Lots P25 and P26 and consisting of the following eleven(11)tax folios: (1) with respect to Lot P25: 02-3234-004-0870, 02-3234-004-0880, 02- 3234-004-0890, 02-3234-004-0900, and 02-3234-004-0910; and (2) with respect to Lot P26: 02-3234-004-0710, 02-3234-004-0720, 02-3234-004-0730, 02-3234- 004-0820, 02-3234-004-0830, and 02-3234-004-0840, all located in Miami Beach, Florida(collectively, the"Property"). b. Lincoln Road Property Owner,L.P.,a Delaware limited partnership("Developer"), has responded to the City's Request for Proposals 2021-173-KB ("RFP") for the redevelopment of the Property and the City Commission authorized the City to commence negotiations with Developer for the redevelopment of the Property based on Developer's proposal. c. Developer, at its sole cost and expense, intends to develop, design, permit, construct, operate and, as applicable, maintain on Lots P25 and P26, respectively, the following(collectively,the"Project"),subject to any changes to the Project that may be approved by the City in its sole discretion in accordance with the Development Agreement and/or Ground Lease (as defined below): (1) With respect to Lot P25 (the"P25 Project"): (A)a Class A office component consisting of approximately [44,951] square feet(the "P25 Office Component") which shall in any event constitute approximately 66% (and not less than 50%) of the approved floor area ratio (FAR); (B)a ground floor retail component consisting of approximately [12,214] square feet which shall in any event include a fully activated liner of retail,restaurant,personal service or similar active uses,with a minimum depth of 50 feet along the entire ground floor portions of the Project facing a street, sidewalk or Lenox Avenue and 17th Street except for access points for vehicles and pedestrians (the"P25 Retail Component"); 2C E,RE.sic (C)a public parking component to replace the existing public parking spaces on Lot P25 consisting of at least eighty-six (86) public parking spaces(the"P25 Public Parking Replacement Component") (for the avoidance of doubt, the City shall operate the P25 Public Parking Replacement Component and it shall be excluded from the Ground Lease pursuant to a condominium regime,as shall be further described in the Development Agreement, provided, the City shall have the right, in its sole discretion, to cause the Developer to operate the P25 Public Parking Replacement Component by written notice to the Developer by or before the date that is sixty(60) days from the date the Referendum (as defined below) results are certified). In the event the City requires Developer to operate the P25 Public Parking Replacement Component,the Developer and the City shall agree to additional terms regarding the Public Parking Replacement Component below; and (D)additional parking component consisting of ninety-five(95)private parking spaces for use by the occupants of the P25 Office Component and the P25 Retail Component (the "P25 Additional Parking Component"). The P25 Office Component, the P25 Retail Component, and the P25 Additional Parking Component are hereinafter collectively referred to as the "P25 Ground Lease Component"; and (2) With respect to Lot P26(the"P26 Project"): (A)a Class A office component consisting of approximately [63,339] square feet(the"P26 Office Component,"and together with the P25 Office Component, the "Office Component") which shall in any event constitute approximately 68% (and not less than 50%) of the approved floor area ratio(FAR); I (B)a ground floor retail component consisting of approximately [12,670] square feet which shall in any event include a fully activated liner of retail,restaurant,personal service or similar active uses,with a minimum depth of 50 feet along the entire ground floor portions of the project facing a street, sidewalk or Lincoln Lane North except for access points for vehicles and pedestrians(the"P26 Retail Component," and together with the P25 Retail Component, the"Retail Component"); In the event the proposed amendments to the LDRs are approved,the square footage of the P26 Office Component will be increased to approximately[84,329]square feet. Notwithstanding the foregoing,such increased square footage will not be included for purposes of allocating the aggregate Base Rent between the P25 Project and the P26 Project,as described in Section 3.b.below. Page 2 of 23 2022 CBRE,In, (C)a public parking component to replace the existing public parking spaces on Lot P26 consisting of at least 106 public parking spaces (the "P26 Public Parking Replacement Component," and together with the P25 Public Parking Replacement Component, the "Public Parking Replacement Component")(for the avoidance of doubt,the City shall operate the P26 Public Parking Replacement Component and it shall be excluded from the Ground Lease pursuant to a condominium regime, as shall be further described in the Development Agreement,provided,the City shall have the right, in its sole discretion, to cause the Developer to operate the P26 Public Parking Replacement Component by written notice to the Developer by or before the date that is sixty (60) days from the date the Referendum results are certified). In the event the City requires the Developer to operate the P26 Public Parking Replacement Component, the Developer and the City shall agree to additional terms regarding the Public Parking Replacement Component below; and (D)additional parking component consisting of 126 private parking spaces for use by the occupants of the P26 Office Component and the P26 Retail Component (the "P26 Additional Parking Component" and together with the P25 Additional Parking Component,the"Additional Parking Component"). The P26 Office Component, the P26 Retail Component, and the P26 Additional Parking Component are hereinafter collectively referred to as the "P26 Ground Lease Component". The P25 Ground Lease Component and the P26 Ground Lease Component are hereinafter collectively referred to as the"Ground Lease Component". (3) The public benefits of the Project (collectively, the "Public Benefits Components")including,but not limited to,the following: (A)the creation of new employment opportunities for residents of the City and neighboring communities; (B)diversification of the City's economy by attracting new employers from various industries to the City; (C)enhancing public parking available in the Lincoln Road areas of the City; (D)an approximately 0.11-acre pocket park on the ground floor of Lot P26(the"Public Park Component"); (E)providing the public with additional meeting space as well as new health,recreational,entertainment, and cultural opportunities; Page 3 of 23 S'2022 CBRE,Inc (F) achieving LEED Gold designation; and (G)addressing the issue of sea level rise by providing onsite stormwater retention. d. The transaction will be structured as a development agreement for construction of the Project (the "Development Agreement") and a long-term ground lease for the completed P25 Ground Lease Component (the "P25 Ground Lease") and the completed P26 Ground Lease Component (the "P26 Ground Lease;" and together with the P25 Ground Lease, collectively, the "Ground Lease"), which shall be cross-defaulted. Based on Developer's intended phasing plan for construction of the Project in accordance with the milestones set forth below and which shall be further described in the Development Agreement, following Substantial Completion of the P25 Ground Lease Component and the P26 Public Parking Replacement Component and the opening of the Public Parking Replacement Component to the public (the "Public Parking Opening Date"), the City agrees to release the cross-default between the P25 Ground Lease and the P26 Ground Lease and the cross-defaults between the Development Agreement and the P25 Ground Lease;provided,however,in the event that(but only for so long as)Developer has a single lender for the P25 Project and the P26 Project and the financings thereof are cross-defaulted, the City shall have no obligation to release the cross-default between the P25 Ground Lease and P26 Ground Lease or between the Development Agreement and the P25 Ground Lease. e. The Ground Lease shall be subject to, and comply with, Chapter 82, Article II, Sections 82-36 through 82-40 of the City Code,and requires approval by a majority of the voters voting in a Citywide referendum pursuant to Section 1.03(b)(2)of the City Charter (the "Referendum"). In the City Commission's sole discretion, if requested by Developer, the Referendum could be scheduled for a special election on a date different than the scheduled general election (November 8, 2022), provided that the Developer pays its pro rata share (based on total number of questions on the ballot)of the costs of a special election(approximately$400,000). Whether or not the Ground Lease ballot question is included in a scheduled general election or a special election,the Ground Lease and Development Agreement shall be finalized as to the form and approved by the City Commission prior to the deadline for submission of ballot questions to the Miami-Dade County Elections Department. The effectiveness of the Ground Lease and the Development Agreement shall be contingent upon voter approval of the Ground Lease at the November 8, 2022 general election in accordance with the City of Miami Beach Charter. In the event the Referendum is not successful, or if the ballot question is removed,or the election results are invalidated by a court of competent jurisdiction, the Ground Lease and Development Agreement shall be null and void. [Developer to propose ballot question(s)addressing two Ground Leases instead of one on or before May 15,2022(City to determine whether there can be more than one ballot question for this Option)] Page 4 of 23 2022 CBRE,Inc. f. The rights granted under the Ground Lease shall be exclusive with respect to the Property; provided, however,the City reserves the right to grant similar privileges and similar development agreements and/or ground leases to other lessees or developers on other City-owned or leased property, and to take any and all actions that City is permitted to take under federal, state, and local law. Without limiting the generality of the foregoing, the Developer acknowledges that the City is negotiating the terms of a project for the development of Class-A Office Space, residential and retail space and parking at City-owned lot P27 (the "Option 3 Project")with The Peebles Corporation("TPC"). In the event both the Project and the Option 3 Project are approved by the City Commission and by a majority of the City's voters in the Referendum, Developer acknowledges and agrees that the Project and the Option 3 Project will likely be phased taking into account all appropriate factors, including without limitation, the construction of the Miami Beach Convention Center Hotel,provided that the City may make a determination, in its sole, reasonable discretion, that the Option 3 Project and the Project can reasonably be constructed in tandem or otherwise simultaneously without having an adverse impact on the City's residents, businesses and visitors. The Developer may submit to the City such information as the Developer deems may be useful to the City in making its determination regarding the commencement order of the Option 3 Project and the Project and, if applicable, any necessary phasing within the Project, including the viability and feasibility of the Project. The City's determination as to phasing and order of commencement (i) shall be made in the City's sole,reasonable discretion on or prior to the date that is sixty(60)days from the date the Referendum results are certified and (ii) shall be fmal and binding on Developer with no right of appeal. g. If and to the extent any components of the Project are modified pursuant to entitlements, or the City's requests or demands, or as mutually agreed by the City and the Developer, such changes shall be addressed and accommodated in the Development Agreement and, as applicable, the Ground Lease and/or any amendments thereto. 2. Development Agreement: a. The term of the Development Agreement will be limited to the construction period for the Project. b. If the Referendum is successful, the effective date of the Development Agreement shall occur upon the latest to occur of(i) the parties' execution and delivery of the Development Agreement by the parties, (ii) approval thereof by the City Commission in accordance with the City Code, (iii) adoption by the City Commission of a resolution accepting the certification of the official results of the successful Referendum, and(iv) the parties' execution and delivery of the Ground Lease. The "Effective Date" for purposes of phasing and commencement of the Project (including milestones) under the Development Agreement shall be Page 5 of 23 2022 CBRE,Irk. determined in the notice to proceed issued by the City but shall not be earlier than the latest to occur of(i)through(iv)above. c. Developer shall not assign or otherwise transfer or permit to be assigned or transferred, directly or indirectly, its right, title or interest in and to the Development Agreement, the P25 Ground Lease and the P26 Ground Lease, without the prior written consent of the City,which may be granted or withheld in the City's sole and absolute discretion. Notwithstanding the foregoing, the following transfers shall be permitted under the Development Agreement,the P25 Ground Lease and the P26 Ground Lease at any time: (i) one mortgage secured by a lien on Developer's leasehold interest in the Property as security for financing of the Project in favor of one "Institutional Lender" (as shall be defined in the Development Agreement)2, as mortgagee, (ii) one pledge of direct membership interests of the Developer as security for mezzanine financing of the Project in favor of one Institutional Lender, as pledgee, (iii) involuntary transfers pursuant to a foreclosure or deed or assignment in lieu of foreclosure by an Institutional Lender pursuant to the mortgage financing or mezzanine financing contemplated by clauses(i)and(ii)above,respectively,(iv)transfers of direct or indirect ownership interests in Developer, provided Developer continues to be a Starwood Entity (as defined below) after such transfer, (v) transfers of direct or indirect ownership interests in Developer for estate planning purposes or as the result of death provided the transferor(or the applicable heir) retains control of the transferred interest,and (vi) Exempt Transfers (as defined below) (the transfers described in the foregoing clauses(i)through(vi),collectively,the"Permitted DA Transfers"). The City may agree to permit C-PACE financing for the Project in addition to the mortgage financing and mezzanine financing described above subject to the City's receipt from the Developer of a security deposit or other security as may be acceptable to the City and such other terms as may be mutually agreed in the Ground Lease, and subject at all times to the loan-to-cost ratio and loan-to-value ratio, as applicable, set forth below. The City shall receive prior written notice of any such Permitted DA Transfer in accordance with the foregoing clauses (i), (ii), (iv) (other than Exempt Transfers that are not Substantial Interest Transfers (as defined in the proviso to Exempt Transfers below)), (v) (with respect to transfers of direct ownership interests in Developer)and(vi) (but only for Exempt Transfers that are Substantial Interest Transfers). Any transferee of Developer's direct interest in the Development Agreement pursuant to a Permitted DA Transfer shall assume all remaining obligations of Developer under the Development Agreement in a written instrument reasonably acceptable to the City. [In no event shall any sale or transfer of any interests, rights or obligations of Developer under the Development Agreement or in the Project be permitted to a "Foreign Instrumentality" (as shall be defined in the Development Agreement)other than any of the member countries of the European Union or the Gulf Cooperation Council(each as existing as of the 2 Note to Draft:Definition of"Institutional Lender"to include an entity that qualifies as an Institutional Lender acting in its capacity as administrative agent,collateral agent,trustee or similar function in connection with a syndication or securitization of the applicable loan. Page 6 of 23 2022 CBRE,Inc. effective date of the Development Agreement), United Kingdom, Norway, Switzerland, Canada, Mexico, countries located in South America (excluding Venezuela), Japan, South Korea, Singapore and Australia or any person or entity controlled by any of the foregoing countries (each, a "Specified Foreign Instrumentality").3) [Parties continuing to discuss] d. For purposes of the Development Agreement and the Ground Lease, the term "Starwood Entity"shall mean any entity that is directly or indirectly controlled by, or under common control with,Starwood Capital Group Holdings,L.P.,a Delaware limited partnership (together with any successor thereto by merger or successor owner of all or substantially all of the assets thereof, "SCG"), [or any publicly traded entity (i) of which Barry S. Stemlicht is (upon such entity becoming, or immediately following such entity becoming, a publicly traded entity) the chief executive officer and/or chairperson and(ii)that(A)directly or indirectly manages or controls SCG or any investment vehicle or fund that is directly or indirectly controlled by, or under common control with, SCG or(B) succeeds, by merger or other transaction, to direct or indirect ownership of all or a substantial portion of the assets directly or indirectly owned by SCG prior to such merger or other transaction (a "Public Successor"; SCG or such Public Successor, the "Starwood Parent").] [Parties continuing to discuss] For purposes hereof and to be further defined in the Development Agreement, Developer will deemed to be a Starwood Entity so long as the Starwood Parent shall retain the power to direct and control the business and affairs of the persons and/or entities holding the majority of the ownership interests of Developer, other than with respect to certain "major decision" or similar approval rights granted to any other person or entity owning any indirect equity interests in Developer. e. For the avoidance of doubt, except as set forth in the proviso below,nothing in the Development Agreement or the Ground Lease shall restrict or prohibit, or require any notification to or consent of the City in respect of(A) any direct or indirect transfer by any non-controlling investor or limited partner in any investment partnership or fund holding a direct or indirect ownership interest in Developer,(B) any transfer of less than 50% of the indirect interests in Developer so long as Developer remains a Starwood Entity, (C) [any transfer by any non-controlling person or entity of its stock or other ownership interests in a public company that holds an indirect ownership interest in Developer,] [Parties continuing to discuss] (D) one pledge (other than in connection with a mezzanine financing that is a Permitted DA Transfer)of indirect ownership interests in Developer in favor of one Institutional Lender providing a financing secured by substantial collateral in addition to such indirect ownership interests in Developer and(E)Developer or any of its direct or indirect constituent partners, shareholders or investors (including SCG) from becoming, merging into, consolidating with or being acquired by any Public Successor(the transfers described in the foregoing clauses(A)through(E), collectively, "Exempt Transfers"); provided, however, the City shall receive prior 3 Indirect ownership by Foreign Instrumentalities will be subject to the threshold set forth in Exhibit A. Page 7 of 23 2022 CBRE,In<. written notice of any transfer (including any Exempt Transfer) to any proposed transferee that will own, in the aggregate(whether in one transaction or a series of transactions), twenty percent (20%) or more of the direct or indirect ownership interests in Developer(and did not own twenty percent(20%)or more of the direct or indirect ownership interests in Developer immediately prior to such transfer or series of transfers) or will have the power to direct and control the business and affairs of the Developer(a "Substantial Interest Transfer"), and for the avoidance of doubt and without limiting the Acceptable Owner Criteria, such proposed transferee of a Substantial Interest Transfer shall satisfy the Acceptable Owner Criteria and comply with the procedures set forth in Exhibit"A". 3. Ground Lease: a. Term: Not to exceed 99 years consisting of an initial term of 51 years and two (2) consecutive,dependent extension terms of 24 years each. The effective date of the Ground Lease shall occur upon execution of the Ground Lease by the parties, approval thereof by the City Commission in accordance with City Code and adoption by the City Commission of a resolution accepting the certification of the official results of the successful Referendum and shall be subject to the parties' execution of the Development Agreement. The term of the Ground Lease will commence upon the Possession Date(as defined below). b. Rent: (i) Base Rent*: Year 1 $2,500,000 (Referendum certification/Notice to (months 1-12) Proceed) Year 2 $ 650,000 (Year 2 commences on the first anniversary (months 13-24) of Referendum certification/Notice to Proceed) Year 3 $ 725,000 (months 25-36) Year 4 $ 725,000 (months 37-48) Year 5 $ 750,000 (months 49-60) Year 6 $ 1,250,000 $750,000 Base Rent + $500,000 one-time (months 61-72) payment at TCO for P25 Project(estimated to be between months 51-66) Year 7 $ 1,272,500 $772,500 Base Rent + $500,000 one-time (months 73-84) payment at TCO for P26 Project(estimated to be between months 66-82) Page 8 of 23 L 2022 ORE,Irc. Years 8 Increases over the prior year Base Rent by the greater of 2% (months 85-96) or CPI(capped at 3.0%) and Beyond: *Base Rent will be allocated to the P25 Project and the P26 Project based on the aggregate square footage of the P25 Ground Lease Component and P26 Ground Lease Component, respectively, prior to any increase in square footage that may result from the approval of the proposed amendments to the LDRs (as defined below). (ii) Annual Percentage Rent for the P25 Project: 5% of effective gross income from the P25 Project for such lease year. (iii) Annual Percentage Rent for the P26 Project: 5%of effective gross income from the P26 Project for such lease year. (iv) Base Rent Reset for each of the P25 Project and the P26 Project: At time of rent reset,hypothetical rent would be calculated based on year 6($750,000) (based on the allocated Base Rent as set forth above) escalated through the rent reset date by the higher of 2%or CPI (uncapped). This would occur at years 51 (for years 52-75)and year 75 (for years 76-99). This formula is in lieu of an appraisal so there is certainty. (v) Appraisal to be obtained in accordance with Section 82-37(b) of the City Code and Resolution No. 2019-30853. c. Net Revenues from the Public Parking Replacement Component: The City shall manage and operate the Public Parking Replacement Component (unless the City elects to cause the Developer to operate the Public Parking Replacement Component as provided in this Term Sheet)and shall be entitled to retain 100%of all Public Parking Replacement Net Revenues (as shall be further defined in the Ground Lease) arising out of any use of the Public Parking Replacement Component. The City shall have the right, in its sole discretion, to cause the Developer to operate the Public Parking Replacement Component. For the avoidance of doubt, rates to be charged for spaces in the Public Parking Replacement Component shall not be higher than the City's then applicable rates for similar parking facilities. d. Use: Office, retail, parking, ancillary uses related thereto and any other uses approved by the City in its sole discretion in accordance with the Development Agreement and/or the Ground Lease. No other uses or purposes shall be permitted. e. The Ground Lease shall be a"triple net"(net-net-net)lease,and Developer shall be solely responsible for all real estate taxes, utilities, assessments and other public charges, insurance, common area maintenance and other costs and expenses associated with operation of the Project; provided, however, the City shall be Page 9 of 23 2022 ORE,Inc responsible for all such reasonable,out of pocket costs and expenses attributable to the Public Parking Replacement Component. f. Following Substantial Completion of the P25 Project and the Public Parking Opening Date, Developer may assign its interests,rights and obligations under the P25 Ground Lease in connection with certain "Permitted Transfers" (as shall be defined in the Ground Lease)which shall include as-of-right transfers to permitted transferees having the requisite assets, net worth and experience to operate the Project(as shall be further described in the Ground Lease)as well as the Permitted DA Transfers. Following Substantial Completion of the P26 Project and the Public Parking Opening Date, Developer may assign its interests, rights and obligations under the P26 Ground Lease in connection with the foregoing Permitted Transfers. No other transfer shall be permitted without the prior written consent of the City, which may be granted or withheld in the City's sole and absolute discretion. [In no event shall any sale or transfer of any interests, rights or obligations of Developer under the Ground Lease or in the Project be permitted to a "Foreign Instrumentality"(as shall be defined in the Ground Lease,which definition shall be as defined in the Development Agreement) other than a Specified Foreign Instrumentality.4 Any proposed transferee of any ownership interest in Developer or any portion of the Project must satisfy the Acceptable Owner Criteria as and to the extent set forth therein and be confirmed as such by the City in accordance with Exhibit A attached hereto.] [Parties continuing to discuss] 4. The Project: a. The City Commission shall approve a concept plan design of the Project as part of its approval of the Development Agreement (the "Concept Plan"). The Concept Plan will be included as an exhibit to the Development Agreement. b. The term of Developer's possession of the Property shall commence immediately following, and commencement of construction shall be subject to, Developer's satisfaction of certain conditions reasonably determined by the City and to be further described in the Development Agreement, including without limitation,the following (such date of possession, as further defined and described in the Development Agreement,the"Possession Date"): (i) Issuance of all Required Approvals, as further described below and in the Development Agreement; (ii) Developer's delivery to the City of payment and performance bonds in form and substance reasonably acceptable to the City and naming City as co- obligee; d Indirect ownership by Foreign Instrumentalities will be subject to the threshold set forth in Exhibit A. Page 10 of 23 (iii) Developer's delivery to the City of a budget reflecting the costs to complete construction of the Project in accordance with the Development Agreement; (iv) Developer's delivery to the City of a schedule of performance of the Project using the critical path method setting forth the dates and times of delivery of the Project, including without limitation the Project milestones set forth below. (v) City's approval of the general contractor/design builder for the Project,with such approval not to be unreasonably withheld so long as the contractor has bonding capacity in excess of$100 million and has successfully completed at least five (5) projects of similar size and scope within the last ten (10) years; (vi) Developer's delivery to the City of the fully executed general construction contract for the Project with the approved general contractor/design builder reflecting a guaranteed maximum price that does not exceed the costs set forth in the budget; and (vii) Developer's delivery to the City of assignments of the architect's agreement and general contract, subject only to the rights of Developer's lender, pursuant to which the City shall have the right, without assuming Developer's obligations,to enforce the architect's and general contractor's, as applicable, full and prompt performance under their respective agreements, subject only to payment by the City; (viii) Developer's delivery to the City of evidence satisfactory to the City that Developer has sufficient equity and private debt financing to complete construction of the Project in accordance with the budget and the Development Agreement. c. Promptly following Developer's satisfaction of the conditions to the Possession Date, Developer shall commence construction of the Project and thereafter, diligently and continuously pursue completion of the Project in accordance with the Development Agreement and all applicable laws,permits and approvals, subject to unavoidable delays and force majeure events (which may include delays attributable to (a) the City acting in its proprietary capacity and as owner of the Property in failing to timely respond or join in applications for Required Approvals, (b) certain specified global or national economic conditions that delay the Developer's financing or construction of the Project and (c) specified unforeseen conditions to the extent not reasonably capable of being identified prior to the execution of the Development Agreement,provided(i)Developer provides prompt written notice to the City of any such unforeseen conditions and (ii) any resulting permitted delays are mutually agreed and identified prior to commencement of construction), and as further described in the Development Agreement. Page 11 of 23 2022 CBBE,Inc. d. Developer shall stage construction of the Project in a manner that minimizes the extent and duration of displacement of the existing public parking spaces on the Property during construction. e. Prior to the Possession Date, the City shall have the right to use the Property consistent with the current uses. f. During construction of the Project the City and its on-site representative shall have reasonable rights of inspection of the Project and progress of construction, which inspections shall be solely for the benefit of the City. The City and its on-site representative shall also have the right to participate in periodic meetings with Developer and to receive periodic updates with respect to the progress of construction and any changes to the Project budget and other Project documents. 5. Project Approvals and Milestones: a. Zoning: Developer shall adhere to all applicable zoning requirements, including without limitation, the minimum parking requirements and applicable height restrictions and FAR (unless amendments to the Land Development Regulations are proposed, in which case such amendments shall be subject to review and approval by the City and its applicable development boards, in their regulatory capacity and sole discretion). b. Required Approvals: (i) The City Commission shall have approved the Concept Plan as part of the Development Agreement described above. (ii) The City Manager shall have approved the proposed plans and specifications,which approval will not be unreasonably withheld or delayed provided such proposed plans and specifications conform to the approved Concept Plan. Any material modifications to the approved Concept Plan must be approved by the City Commission, in its reasonable discretion. (iii) Developer, at its sole cost, is responsible for obtaining all governmental approvals for the design, development and construction of the Project, including without limitation, Design Review Board ("DRB") and, if applicable, Planning Board approval. Promptly following the City Manager's approval of the proposed plans and specifications (the "Approved Plans"), Developer shall submit the Approved Plans to DRB and, if applicable, Planning Board for approval and thereafter diligently pursue such approvals. To the extent DRB or,if applicable,Planning Board requires any revisions to the Approved Plans that do not conform to the approved Concept Plan, such revisions shall be subject to the City Commission's approval in its sole discretion. c. Project Milestones: Page 12 of 23 b 2022®RE,Inc Target Date Outside Date DRB,and if applicable, 8 months after Effective Date 11 months after Effective Planning Board approval Date(plus one month to allow all appeal periods to expire) Issuance of full building 17 months after DRB,and if 20 months after DRB, and if permit for the Project applicable, Planning Board applicable,Planning Board ("Building Permit") fmal approval fmal approval Commencement of 2 months after issuance of 3 months after issuance of Construction of P25 Project Building Permit Building Permit and not later than 35 months after Effective Date Issuance of TCO for the P25 15 months after 19 months after Public Parking Replacement Commencement of Commencement of Component and the P25 Construction of P25 Project Construction of P25 Project Additional Parking and not later than 54 months Component and after Effective Date Commencement of Construction of P26 Project Completion of Construction 24 months after 28 months after and issuance of TCO for P25 Commencement of Commencement of Project Construction of P25 Project Construction of P25 Project and 51 months after the and not later than 63 months Effective Date after the Effective Date Completion of Construction 24 months after 28 months after and issuance of TCO for P26 Commencement of Commencement of Project Construction of P26 Project Construction of P26 Project and 66 months after the and not later than 82 months Effective Date after the Effective Date (i) Such other development milestones as the parties may mutually agree to be set forth in the Development Agreement. The Project milestones will be subject to reasonable extension for unavoidable delays and force majeure events(which may include specified conditions as described above),subject to prompt notice to the City, and as further described in the Development Agreement. To the extent the City approvals are delayed through no fault of Developer, the City Manager, in his/her reasonable discretion, may extend the Project milestones as may be reasonably necessary as a result of such delays. Page 13 of 23 4 2022 CUE.Inc. (ii) "Commencement of Construction"and"Completion of Construction"shall be defined and described in the Development Agreement. All references above to "TCO" shall mean a temporary certificate of occupancy allowing for the beneficial use and occupancy of the Project by tenants, occupants, users and visitors thereof and shall be further defined in the Development Agreement. 6. Project Costs and Financing: a. Developer, at its sole cost, shall be responsible for all costs and expenses in connection with the development, design, permitting, construction, operation and maintenance of the Project, including demolition of any existing improvements on the Property, including asphalt paving. b. Developer, in coordination with the City,shall be responsible for development and implementation of community outreach and public information campaigns for the Project. c. Developer shall be permitted to finance the Project with (i) one loan secured by a single mortgage in favor of one Institutional Lender and,at Developer's option,(ii) one mezzanine loan secured by one pledge of direct ownership interests in Developer in favor of an Institutional Lender; provided that the loan-to-cost ratio (with respect to construction fmancing) or loan-to-value ratio (with respect to permanent financing), taking into account the mortgage loan and the mezzanine loan (if any) financing the Project, shall not exceed 90%. Developer shall at all times maintain not less than ten percent (10%) equity in the Project, including Developer's initial equity contribution to the Project. [For the avoidance of doubt, each of Lot P25 and Lot P26 may be separately financed, and in such case, the above financings will be permitted with respect to each such portion of the Project separately.] [Parties continuing to discuss] d. In no event shall the City's fee interest in the Property be subject or subordinate to any mortgage or other liens or encumbrances hereafter affecting Developer's interest in the Property. City shall at all times have first priority right of payment of rent due under the Ground Lease. e. The City is not and shall not be required to provide any funding or financing for the Project, including without limitation, any tax credits and/or subsidies. f. Developer acknowledges and agrees that the City has a compelling interest in the development of the Project and the Option 3 Project in order to advance and promote the City's objective of developing additional Class-A office space to diversify its economy to include a greater mix of businesses, including technology and financial firms. In furtherance of the foregoing, Developer intends to market the P25 Office Component and the P26 Office Component for leasing to tenants in the financial and professional services and technology industries and such other industries targeted for promotion by the City and/or Miami-Dade County, Florida; Page 14 of 23 t-2022 CBRE,I.rc. provided that the foregoing shall not require Developer to enter into any lease with any prospective tenant,or prohibit Developer from entering into any lease with any prospective tenant. g. [As an inducement to the City to negotiate this Term Sheet, the Development Agreement and the Ground Lease, at all times until the conclusion of the Referendum, none of the Developer, any person authorized to speak on behalf of Developer or any director, officer or member of senior management of Developer, Integra Investments, LLC, The Comras Company or SCG shall engage in a deliberate campaign intended to cause voters in the Referendum to vote against the Option 3 Project, including by publicly disparaging, impugning or making derogatory statements regarding the Option 3 Project or the developer of the Option 3 Project with such intent (the "Option 3 Negative Campaign Covenant"). However, the foregoing waivers are not intended to and do not limit Developer's ability to truthfully communicate with any governmental agency, to advocate in favor of the Project, and to compare and contrast the Project and Option 3 Project, including to prospective tenants who may be considering both the Project and the Option 3 Project. Developer acknowledges that it is voluntarily and knowingly waiving its rights under the First Amendment to the United States Constitution and under any applicable provision of the Florida Constitution in connection with the Option 3 Negative Campaign Covenant. Developer has had the opportunity to consult an attorney in connection with the foregoing waivers and has made the informed decision to waive these rights in connection with the Option 3 Negative Campaign Covenant. The Developer shall execute an inducement letter containing the foregoing waivers promptly upon the City's request. The City agrees that it shall require the developer of the Option 3 Project to enter into a substantially similar agreement containing similar waivers with respect to the Project;provided, however,the developer of the Option 3 Project shall not be a third party beneficiary of the Option 3 Negative Campaign Covenant and the Developer shall not be a third party beneficiary of the negative campaign covenant made by the developer of the Option 3 Project. The City will fairly and equitably enforce both the Option 3 Negative Campaign Covenant and the negative campaign covenant made by the developer of the Option 3 Project as determined by the City Manager in his/her sole discretion.] [Provision to be effective once a decision has been made for both the Project and the Option 3 Project to be included on the same ballot] [Parties continuing to discuss] 7. Condition of Property/Environmental a. Developer accepts the Property in its AS IS,WHERE IS,and WITH ALL FAULTS condition, including without limitation, environmental condition, and all latent or patent defects, without any representation or warranty of any kind, express or implied,or arising by operation of law. b. The City will provide any environmental reports in the City's possession for the Property. Page 15 of 23 20,CORE,inc. c. The Project must be developed to comply with the City's resiliency standards attached as Appendix D to the RFP and to be set forth in the Development Agreement, including, without limitation, being designed with the objective of meeting LEED®Gold or Living Building Challenge certification requirements and compliance with the Sustainability Fee Program, in accordance with Section 133 of the City Code. The Public Parking Replacement Component and the Additional Parking Component will be designed to be eligible for Park Smart®certification. 8. Termination Rights: a. Developer may terminate the Development Agreement at any time prior to issuance of the building permit for the Project in the event of any of the following(1)any of the Required Approvals render the Project economically unfeasible in the reasonable business judgment of Developer, (2) the Project cannot meet concurrency requirements under Section 163.3180,Florida Statutes,or the costs of concurrency mitigation are, in the reasonable business judgment of Developer, economically unfeasible, or (3) Developer, after diligent, good faith efforts, has been unable to obtain a full building permit for the Project pursuant to the Approved Plans. b. The City will not have the right to terminate the Development Agreement for convenience. City will have the right to terminate the Development Agreement as a result of any default by Developer,which continues beyond the expiration of any applicable notice and cure period, as further described herein, in the Development Agreement and the Ground Lease. c. In the event of a termination by Developer pursuant to Section 8.a or by the City as a result of a default by Developer,(i)the Developer shall assign to the City all right, title and interest the Developer has in and to the Plans and any other materials pertaining to the Project developed by or on behalf of the Developer and (ii) the City shall have no further obligation to the Developer following such termination, financial or otherwise other than those obligations, if any,which expressly survive such termination. 9. Default: Developer shall be in default of the Development Agreement and Ground Lease if the Developer fails to comply with the terms thereof, including,without limitation, failure to satisfy conditions precedent to possession of the Property and commencement of construction prior to the outside date for commencement of construction, failure to satisfy the other Project milestones, the occurrence of any unpermitted transfers, which failures continue beyond the expiration of any applicable notice and cure period. City's remedies for Developer's default under the Development Agreement and Ground Lease will include, without limitation, termination of the Development Agreement and/or Ground Lease, as applicable, subject to the release of cross-defaults set forth in Section 1(d)above. In connection with any such termination following the commencement of construction and prior Page 16 of 23 a 2022®RE.Inr. to completion of construction,Developer shall restore the Property substantially to the condition existing prior to the execution of the Development Agreement so that the Property may be fully utilized by the City for its existing purposes as of the date hereof and Developer shall reimburse the City for any losses or damages suffered as a result of the Developer failure to complete construction in accordance with the Development Agreement, to be further described in the Development Agreement. In connection with certain defaults for failure to meet Project milestones prior to Developer paying full rent under the Ground Lease,in lieu of termination,City may elect to receive payment of liquidated damages by Developer for a specified period before exercising its right to terminate the Development Agreement as a result of such defaults. Such liquidated damages shall be reasonably determined by the City and further described in the Development Agreement. 10. Indemnification: Each of the Development Agreement and Ground Lease shall contain such indemnity provisions as the City customarily requires for projects of this nature. In addition, except to the extent caused by the City's gross negligence or willful misconduct, Developer will indemnify, hold harmless and defend the City for any claims, losses, damages, liabilities, fees, costs and expenses (including reasonable attorneys' fees,costs and expenses)in connection with any lawsuit challenging the validity of the Development Agreement or Ground Lease, any governmental approvals of the Project and/or the failure of Developer to complete construction in accordance with the Development Agreement, each at Developer's sole cost and expense and using legal counsel reasonably acceptable to the City. The foregoing indemnity will survive the expiration or earlier termination of the Development Agreement and Ground Lease, as applicable. Neither the City nor the Developer shall be entitled to consequential, special or punitive damages with respect to this Term Sheet, the Development Agreement and/or the Ground Lease; provided the foregoing is not intended to and shall not modify the Developer's obligation to pay any liquidated damages pursuant to the Development Agreement. 11. Other: a. Legal Description and Parking Bond Covenant Analysis: The Developer shall procure a survey of the Property by a licensed surveyor approved by the City(or at the City's sole discretion, it may have the survey prepared by its Public Works Department). Developer shall pay the costs of such survey,provided, if the City's Public Works Department prepares the survey, the Developer will reimburse the City for its costs in accordance with the terms of the Reimbursement Agreement (defined in Section l l.e). Developer acknowledges that the transactions are subject to the City's receipt of a parking bond covenant analysis acceptable to the City and performed by a parking bond consultant approved by the City(or at the City's sole discretion, the City may produce the parking bond covenant analysis using its internal resources).Whether the City retains the services of a consultant or produces Page 17 of 23 b 2022®RE,IM. the parking bond analysis itself, Developer will reimburse the City for its costs in accordance with the terms of the Reimbursement Agreement. b. Naming Rights: Naming rights for all or any portion of the Project shall require City Commission approval, which approval shall be in the Commission's sole discretion; provided, however, the City shall not unreasonably withhold its approval of a request by Developer for naming rights in favor of the lead commercial tenant for each Project Phase. c. Land Development Regulations: The Project shall be subject to the City's Land Development Regulations (the "LDRs"). If Proposer desires to request an amendment to the LDRs, Developer must advise the City of the proposed amendment in writing not later than 5:00pm March 11, 2022. The City makes no representation or warranty that the proposed amendment to the LDR will be approved by the City Commission. The Developer acknowledges and agrees that any amendment to the LDRs that would result in an FAR increase would be subject to separate voter referendum approval(i.e., separate from the Referendum required to approve the Ground Lease). d. By or before 5:00pm April 13,2022,Developer shall procure for the City's review, a preliminary parking impact study, a preliminary traffic impact study and a preliminary infrastructure(i.e. water and sewer capacity) study. e. Reimbursement: Developer agrees to reimburse the City for, or at City's option, pay directly, on a monthly basis the City's out of pocket transactional and professional costs and expenses associated with the due diligence, negotiation and drafting of the Development Agreement and Ground Lease and development of the Project, including without limitation fees for the City's parking bond covenant analysis,real estate and transaction appraisals and other required reports;the City's outside counsel and paralegal fees;and any surveys, environmental assessments(if any), title searches, and other reviews engaged by the City, up to $150,000 all as further described in the reimbursement agreement between the parties. The Developer shall execute the Reimbursement Agreement (the "Reimbursement Agreement") furnished to the Developer by the City by or before 5:00pm March 7, 2022. f. Art in Public Places: Developer shall comply with the City's Art In Public Places (AIPP) program requirements under Section 82-536 through 82-612 of the City Code,as applicable,and shall contribute to the City's Art in Public Places fund the total amount of 1.5% of the "construction cost" of the Project development costs, as such term is defined in Section 82-537 of the City Code, no later than the date of execution of the Project general contract by Developer and the Project general contractor, as required by the City Code. g. Prevailing Wage. Developer shall comply with Section 31-27 of the City Code which provides, in pertinent part, that in construction projects pursuant to a development agreement and/or ground lease with the City on City-owned land,the Page 18 of 23 ti 2022 CBIPE,Inc rate of wages and fringe benefits, or cash equivalent, for all laborers, mechanics and apprentices employed by any contractor or subcontractor on the work covered by the contract,shall not be less than the prevailing rate of wages and fringe benefit payments or cash equivalence for similar skills or classifications of work, as established by the Federal Register, in the City of Miami Beach, Florida. The details included in Appendix C of the RFP pertaining to this requirement shall be attached as an exhibit to the Development Agreement and Ground Lease. h. Local Workforce Participation Program: Developer shall cause its contractor to comply with Section 31-40 of the City Code which provides, in pertinent part,that the contractor in any construction contract valued in excess of$1,500,000 for the construction of buildings or improvements on City-owned land shall make of reasonable efforts to promote employment opportunities for local Miami-Dade County residents and seek to achieve a project goal of having thirty percent(30%) of all construction labor hours performed by Miami-Dade County and City of Miami Beach residents. The details included in Appendix C of the RFP pertaining to this requirement shall be attached as an exhibit to the Development Agreement and Ground Lease. i. Developer shall comply with comply with, all Federal, State, County, and City laws,ordinances,codes,rules and regulations,and all orders and decrees of bodies or tribunals having jurisdiction or authority which, in any manner, may affect the Project (including, without limitation, the Americans with Disabilities Act, Title VII of the Civil Rights Act,the EEOC Uniform Guidelines,and all EEO regulations and guidelines). j. Whether or not included or referenced in this term sheet, all other applicable terms and conditions included in the RFP shall be incorporated into the Development Agreement and/or Ground Lease,as appropriate. Page 19 of 23 2022 CBRE,Inc. EXHIBIT"A" ACCEPTABLE OWNER DEFINITION A. "Acceptable Owner" means any individual, corporation or other entity which has, at a minimum, the following qualifications: 1. [The proposed transferee is not a Foreign Instrumentality; provided however,that up to forty-nine percent(49%) of the indirect equity interests of Developer may be owned by Foreign Instrumentalities provided that at least seventy percent (70%) of such indirect equity interests permitted to be owned by Foreign Instrumentalities must be owned by Specified Foreign Instrumentalities.] [Parties continuing to discuss] 2. The proposed transferee must not be owned or Controlled by entities or individuals who have been convicted, or are presently under indictment, for felonies under the laws of any foreign or United States of America jurisdiction; provided however, the foregoing shall not apply to any individuals or entities owning less than twenty percent(20%)equity interest in such proposed transferee,other than officers,directors,managers or others who have the power to direct and control the business and affairs of such proposed transferee. 3. The proposed transferee must not in its charter or organizational documents (defined as the articles of incorporation and bylaws for any corporation,the partnership agreement and partnership certificate for any partnership, the articles of organization and limited liability company operating agreement for any limited liability company, the trust agreement for any trust and the constitution of the relevant government for any governmental entity, but expressly excluding any statements, positions, actions or allegations not contained in such charter organizational documents) expressly advocate or have as its stated purpose: (a) the violent overthrow of or armed resistance against,the U.S.government;or(b)genocide or violence against any persons; or(c) discrimination, hatred or animosity toward persons based solely on their race, gender, color, national origin, religion, age, disability, marital status, familial status, or sexual orientation. 4. Neither the proposed transferee nor any other Person that directly or indirectly Controls the proposed transferee (or that will, following the proposed transfer, directly or indirectly Control the proposed transferee) has violated any laws, which have resulted in a forfeiture of such proposed transferee's or other Person's entire interest in real property owned or managed by such transferee or other Person. 5. The proposed transferee must not(nor any of the individuals or entities who own at least a twenty percent (20%) equity interest in such proposed transferee or are officers, directors, managers or otherwise have the power to direct and control the business and affairs of such proposed transferee)have voluntarily filed or been discharged from bankruptcy,or have been the subject of an involuntary bankruptcy, reorganization or insolvency proceedings (which was not dismissed within 90 days after the filing thereof) within the past five (5) years (bankruptcy filings by Affiliates shall not disqualify a proposed transferee,unless such Affiliates are any of the individuals or entities described in the parenthetical immediately above). Page 20 of 23 2012 CBRE,Inc B. "Acceptable Owner Criteria": The foregoing categories of requirements set forth in paragraph A above are collectively defined as the"Acceptable Owner Criteria." C. Evaluation of the Acceptable Owner Criteria: Solely for the purpose of evaluating whether the proposed transferee has met the Acceptable Owner Criteria, the proposed transferee shall provide the following information to the Developer and certify that the information provided by the proposed transferee is true and correct and that the proposed transferee meets or exceeds the Acceptable Owner Criteria: 1. information sufficient for the City or any outside vendor engaged by the City to perform a due diligence investigation pursuant to paragraph D below, including copies of any applicable operating licenses; 2. identification and summary description of its principals and its major real estate or other investments; 3. a list of all bankruptcies filed by such proposed transferee or to which such proposed transferee was a party-bankrupt, if any; and 4. such other evidence as is commercially reasonably necessary as determined by Developer to establish that the new entity proposed to be the Acceptable Owner meets the Acceptable Owner Criteria. D. With respect to any proposed Transfer to a proposed transferee, City may, at its sole discretion, engage an outside vendor to perform a due diligence investigation at the Developer's or such proposed transferee's sole expense, which may include a search of civil, criminal, or bankruptcy proceedings in federal and state jurisdictions; regulatory filings; tax filings; lien, judgment and Uniform Commercial Code searches; business registrations, and the like; provided, however, that City's right to conduct its own due diligence shall not expand or deemed to expand the Acceptable Owner Criteria or impose additional criteria with respect to whether a proposed transferee constitutes an Acceptable Owner. City shall be entitled to engage an independent accounting firm,the reasonable costs of which shall be borne by Developer or such proposed transferee,to review the information upon which the proposed transferee's certifications were based, for the purpose of determining whether the certifications and/or information provided to the City is accurate and complete. Developer shall, or shall cause such proposed transferee to, reimburse City, upon demand, for any reasonable out-of-pocket costs incurred by City in connection with such Transfer or proposed Transfer to a proposed transferee, including the reasonable out-of-pocket costs of making inquiries and investigations into the conformance with the Acceptable Owner Criteria of such proposed transferee and the reasonable legal costs incurred, if any, in connection therewith. E. Confirmation/Approval Process for Proposed Transferees: Regarding the City's confirmation that a proposed transferee is an Acceptable Owner,or the City's approval of a Transfer that is not a Permitted Transfer,the parties hereby agree that: Page 21 of 23 2022 CBRE,Inc. 1. When reviewing a potential Permitted Transfer for compliance with the Acceptable Owner criteria, the City Manager shall make a recommendation to the City Commission in reliance on the proposed transferee's certification that the proposed transferee meets the Acceptable Owner Criteria (if a Permitted Transfer), along with the information provided by the proposed transferee and the results of any due diligence investigation performed by the City. If the City Manager does not recommend that the proposed transferee meets the Acceptable Owner Criteria, the City Manager shall provide to Developer, upon Developer's written request, specific written,commercially reasonable reasons for such action. 2. The City Commission shall not unreasonably withhold, condition, or delay the City's confirmation of a Permitted Transfer if the proposed transferee complies with the Acceptable Owner Criteria based on the review described in the preceding paragraph. 3. The City Manager may, but shall not be obligated to, make any a recommendation for the City's Approval of a Transfer that is not a Permitted Transfer, and provided that any such Transfer shall be subject to the prior written Approval of the City Commission, which may be granted, conditioned or withheld by the City Commission in its sole discretion; and 4. If a proposed Transfer requires the City's confirmation or Approval pursuant to the terms hereof,Developer shall deliver written notice to the City,which shall include (i) the name and address of the proposed transferee; (ii) the name and address of the proposed transferor; (iii) information describing the nature of the transaction; (iv) the percentage interest being conveyed; and(iv)the materials described in paragraph C above. 5. The City shall have up to sixty(60) days after the delivery of such written notice and the information required under paragraph C above, to determine whether, on a commercially reasonable basis, the proposed transferee meets the Acceptable Owner Criteria if a Permitted Transfer. The City shall have up to ninety (90) days after the delivery of such written notice and the information required under paragraph C above whether to Approve in accordance herewith a Transfer that is not a Permitted Transfer. 6. Provided that no Event of Default is then continuing, Developer's request for confirmation that the proposed transferee meets the Acceptable Owner Criteria shall be deemed confirmed if the first correspondence from Developer to the City requesting such confirmation is in an envelope marked"PRIORITY"and contains a bold-faced,conspicuous(in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that "THIS IS A REQUEST FOR CONFIRMATION OF A PERMITTED TRANSFER UNDER SECTION [ ] OF THE [DEVELOPMENT AGREEMENT] [GROUND LEASE], DATED AS OF [ ], 2022, AND FAILURE TO RESPOND TO THIS REQUEST WITHIN SIXTY(60)DAYS WILL RESULT IN THE REQUEST BEING DEEMED CONFIRMED,"and is accompanied by the information and documents required above and City fails to respond or to deny such request for confirmation in writing within such sixty(60)day period. Provided that no Event of Default is then continuing, Developer's request for Approval of a Transfer that is not a Permitted Transfer shall be deemed Approved (except if the request includes a Foreign Page 22 of 23 k 2022 BRE.Iz- Instrumentality as a transferee) if the first correspondence from Developer to the City requesting such Approval is in an envelope marked"PRIORITY"and contains a bold-faced,conspicuous(in a font size that is not less than fourteen(14))legend at the top of the first page thereof stating that "THIS IS A REQUEST FOR APPROVAL OF A TRANSFER UNDER SECTION[ ]OF THE [DEVELOPMENT AGREEMENT] [GROUND LEASE], DATED AS OF [ ], 2022, AND FAILURE TO RESPOND TO THIS REQUEST WITHIN NINETY (90) DAYS WILL RESULT IN THE REQUEST BEING DEEMED APPROVED, PROVIDED IF THE REQUEST INCLUDES A FOREIGN INSTRUMENTALITY AS TRANSFEREE, THE CITY'S FAILURE TO RESPOND IN THE AFFIRMATIVE WITHIN NINETY (90) DAYS SHALL BE DEEMED A REJECTION OF THE REQUEST" and is accompanied by the information and documents required above and City fails to respond or to deny such request for Approval in writing within such ninety(90) day period. For the avoidance of doubt, if the City has not notified Developer, in writing, of the City Commission's approval of a Transfer that includes a Foreign Instrumentality as transferee within the ninety (90) day period specified above,then such request shall be deemed rejected. 7. If the City notifies Developer,in writing,within the first thirty(30)days of such sixty (60) or ninety (90) day period, as applicable, that the information submitted is, on a commercially reasonable basis, incomplete or insufficient (and specifies in what ways it is incomplete or insufficient),then Developer shall supplement such information,on a commercially reasonable basis, and the City shall then have thirty (30) days and sixty (60) days, respectively, after such supplemental information is provided to make its determination whether the proposed transferee meets the Acceptable Owner Criteria or to Approve a Transfer that is not a Permitted Transfer. 8. No confirmation by the City of a proposed transferee as an Acceptable Owner or its meeting of the Acceptable Owner Criteria shall have the effect of waiving or estopping the City from later claiming that said Acceptable Owner is no longer developing, operating or maintaining the Project according to the terms of the [Development Agreement] [Ground Lease]. F. Interpretation: 1. All acts and omissions as well as rights and duties shall be done in a commercially reasonable manner,unless the standard of"sole discretion"is used. 2. The implied covenant of good faith and fair dealing under Florida law is expressly adopted. 4876-2520-6292,v.23 Page 23 of 23 8 2022 CBRE,Inc Addenda Addendum C TERM SHEET FOR P27 ©2022 CBRE,Inc. t 2022 CBRE,Inc Lincoln Land Class A Office Space,with Retail and Residential Components and Parking Development Agreement and Ground Lease Proposed Term Sheet City Revised Draft - April 26, 2022 Capitalized terms used in this Term Sheet and not defined, or with fuller definitions to be provided in the definitive documents, shall be defined in the Development Agreement and/or Ground Lease, as applicable. 1. Overview of Transaction Structure and Project: a. The City of Miami Beach, Florida (the "City") owns that certain surface parking lot referred to as Parking Lot P27 and consisting of the following seven (7) tax folios 02-3234-007-0560, 02-3234-007-0570, 02-3234-007-0630, 02-3234-007- 0640, 02-3234-007-0650, 02-3234-007-0660 and 02-3234-007-0670, all located in Miami Beach, Florida (collectively,the "Property"),and commonly known as 1664 Meridian Avenue,Miami,FL 33139. The Developer (as defined below) shall cause the recordation of a unity of title (or covenant in lieu of unity of title), in form and content reasonably acceptable to Developer and the City, prior to breaking ground for the Project (the form of which shall be attached as an exhibit to the Development Agreement). b. Lincoln Road Holdings, LLC, a Florida limited liability company, which is a subsidiary of The Peebles Corporation, a Washington D.C.corporation ("TPC" and together with its wholly-owned or Controlled subsidiary as permitted hereunder, the "Developer"), has responded to the City's Request for Proposals Bid Package 2021-173-KB (as amended, "RFP") for the redevelopment of the Property, and the City of Miami Beach Commission, consisting of six elected Commissioners and an elected Mayor (the "City Commission") authorized the City to commence negotiations with Developer for the redevelopment of the Property, based on Developer's proposal Option 3-Parcel 27 Noli Crossing Miami Beach Response dated January 12, 2022, including the Design Package and Financial Offer (the "RFP Response"). c. Subject to the Developer obtaining all required entitlements, Developer, at its sole cost and expense, intends to develop, hold a ground leasehold interest in (which includes ownership of the building(s)), design, permit, construct, operate and, as applicable, maintain on, the Property the following (collectively, the "Project"): (1) a Class A office component consisting of approximately [80,000] square feet, which shall in any event constitute not less than 50% of the available floor area ratio ("FAR") utilized by Developer for the Project (the "Office Component"), to be more fully and particularly described in the Development Agreement; ACTIVE 63649208v12 Error!Unknown document property name. (2) a ground floor retail component consisting of approximately [9,500] square feet, to be more fully and particularly described in the Development Agreement, which shall include a fully activated liner of retail, restaurant, personal service or similar active uses, with a minimum depth of 50 feet along the entire ground floor portions of the Project facing a street,sidewalk or Lincoln Lane North (provided, however, an exception to the liner requirement shall be made for utilities (to the extent such utilities cannot reasonably, or functionally be located elsewhere), access points and emergency access for vehicles and pedestrians, including stairs and ramps, alleys, and loading docks) (the "Retail Component"), and the design of which shall be subject to the review and approval by all applicable,required, City boards and departments; (3) to the extent the necessary amendment to the City's Comprehensive Plan (as shall be defined in the Development Agreement) is obtained, a residential component consisting of approximately [69,500] square feet and 43 rental units, to be more fully and particularly described in the Development Agreement,provided,however,the City has determined in its proprietary capacity that (A) no short term/transient rentals, as defined by Chapter 114 of the City Code, shall be permitted (the "Residential Component"), (B) the units shall have minimum lease term of twelve (12) months and (C) no such units shall be co-living or micro units (less than 400 square feet); (4) a public parking component (the "Public Parking Replacement Component") to replace the existing surface parking spaces on the Property consisting of at least 151 spaces (the "City Spaces") (for the avoidance of doubt, the City shall operate the Public Parking Replacement Component pursuant to an operating agreement to be negotiated with Developer, and the City shall be responsible for the management, repair, maintenance and insurance thereof and shall be responsible for its Pro Rata Share (as shall be defined in the Ground Lease) of the actual, reasonable out-of-pocket costs associated therewith, provided, however, the City shall have the right,in its sole discretion, to cause the Developer to operate the Public Parking Replacement Component by delivering written notice to the Developer on or before the date that is sixty (60) days from the date the Referendum (as defined below) results are certified. In the event the City requires the Developer to operate the Public Parking Replacement Component, the Developer and the City shall agree to additional terms regarding the Public Parking Replacement Component. At the City's option and simultaneously with or prior to its written notice regarding operation of the Public Parking Replacement Component,the Public Parking Replacement Component may be part of the Ground Lease Component (as defined below) or may be separate from the Ground Lease Component, and if separate, the City and Developer will mutually agree on the form of declaration of condominium and related documents to create a leasehold commercial condominium on the Property, which shall contain two condominium units, one unit Page 2 of 23 20,e CBRE,,nc consisting of the Public Parking Replacement Component and one unit consisting of the Ground Lease Component, and to provide for the respective maintenance obligations and cost-sharing between the City and Developer, each as to its respective condominium unit; (5) additional parking component consisting of such number of parking spaces as are required by the City Code (subject to any variance or amendment to the land use regulations approved by the City) for the exclusive use of the Project's office occupants, retail customers, and residents (the "Additional Parking Component" and together with the Office Component, the Retail Component, the Residential Component and, if applicable, the Public Parking Replacement Component, collectively, the "Ground Lease Component"); and (6) public benefits (collectively,the "Public Benefits Components") consisting of a Project which shall: (A)Provide the City and area with a Project that will activate,revitalize, enhance and bring new life and energy to this part of the City; (B)Serve as a benefit to the City by improving and replacing the City Spaces with covered, secure, and structured parking. (C)Create new rental housing for City residents; (D)Create new Class-A office space; (E) Further the City's sustainability and resiliency efforts for new development; (F) Improve lighting, providing increased safety for area; (G)Create temporary and construction jobs and long-term permanent jobs; (H)Increase the tax base and increase the tax revenue to the City; (I) Provide landscaping and overall beautification of the area surrounding the Project; (J) Create a live, work, and play environment within the Project; (K)Provide economic stimulus to the City; (L) Encourage future development of areas surrounding the Project;and (M) Create a pedestrian walkway connecting the Lincoln Lane neighborhood with landscaping, lighting, benches and storefronts. d. The transaction will be contractually structured as a development agreement for construction of the Project(the"Development Agreement") and a long-term ground lease for the completed Ground Lease Component (the "Ground Lease"). e. The Ground Lease shall be subject to, and comply with, Chapter 82, Article II, Sections 82-36 through 82-40 of the Miami Beach, Florida — Code of Ordinances (the "City Code") and requires approval by a majority of the voters voting in a Citywide referendum pursuant to Section 1.03(b)(2) of the City of Miami Beach Charter (the "Referendum"). In the City Commission's sole discretion, if requested by Developer, the Referendum could be scheduled for a special election on a date Page 3 of 23 2022 CBRE,Inc. different than the scheduled general election, provided that the Developer pays its pro rata share (based on total number of questions on the ballot) of the costs of a special election (approximately $400,000). Notwithstanding whether the Ground Lease ballot question is included in a scheduled general election or a special election,the Ground Lease and Development Agreement shall be finalized as to the form and approved by the City Commission prior to the deadline for submission of ballot questions to the Miami-Dade County Elections Department. The effectiveness of the Ground Lease and Development Agreement shall be subject to and contingent upon voter approval of the Ground Lease at the November 8, 2022 general election in accordance with the City of Miami Beach Charter. In the event the Referendum is not successful, or if the ballot question is removed, or the election results are invalidated by a court of competent jurisdiction, the Ground Lease and Development Agreement shall terminate simultaneously with such failure,shall be null and void and of no further force and effect,except to the extent any provisions of the Ground Lease and/or the Development Agreement expressly survive termination. f. The rights granted under the Ground Lease and Development Agreement shall be exclusive with respect to the Property; provided, however, the City reserves the right to grant similar privileges and similar development agreements and/or ground leases to other lessees or developers on other City-owned or leased property, and to take any and all actions that City is permitted to take under federal, state, and local law. Without limiting the generality of the foregoing, the Developer acknowledges that the City is negotiating the terms of a similar project for the development of Class-A Office Space, retail space and parking at City-owned lots P25 and P26 (the "Option 5 Project") with Lincoln Road Property Owner, L.P. In the event both the Project and the Option 5 Project are approved by the City Commission and by a majority of the City's voters in the Referendum, Developer acknowledges and agrees that the two (2) projects will likely be phased,taking into account all appropriate factors,including without limitation,the construction of the Miami Beach Convention Center Hotel, provided that the City may make a determination, in its sole, reasonable discretion, that the Option 5 Project and the Project can reasonably be constructed in tandem or otherwise simultaneously, and without having an adverse impact on the City's residents, businesses and visitors. The Developer may submit to the City such information as the Developer deems may be useful to the City in making its determination regarding the commencement order and/or phasing of the Option 5 Project and the Project, including the viability and feasibility of the Project. The City's determination as to phasing and order of commencement (i) shall be made in the City's sole, reasonable discretion on or prior to the date that is sixty (60) days from the date the Referendum results are certified and (ii) shall be final and binding on Developer with no right of appeal. g. If and to the extent any components of the Project are modified pursuant to entitlements, or the City's requests or demands, or as mutually agreed by the City and the Developer, such changes shall be addressed and accommodated in the Development Agreement and, as applicable, the Ground Lease and/or any amendments thereto. Page 4 of 23 2022 CRRE,Inc. 2. Development Agreement: a. The term of the Development Agreement will be limited to the construction period for the Project. b. If the Referendum is successful, the effective date of the Development Agreement shall occur upon the latest to occur of: (i) the parties' mutual execution and delivery of the Development Agreement by the parties; (ii) approval thereof by the City Commission in accordance with the City Code; (iii) adoption by the City Commission of a resolution accepting the certification of the official results of the successful Referendum; and (iv) the parties' mutual execution and delivery of the Ground Lease. The "Effective Date" for purposes of phasing and commencement of the Project (including milestones) under the Development Agreement shall be determined in the notice to proceed issued by the City but shall not be earlier than the latest to occur of(i) through (iv) above. c. During the term of the Development Agreement, and subject to the Permitted DA Transfers (as defined below), Developer shall not assign or otherwise transfer or permit to be assigned or transferred, directly or indirectly, its right, title or interest in and to the Development Agreement or the Property without the prior written consent of the City, which may be granted or withheld in the City's sole and absolute discretion. Notwithstanding the foregoing, the following transfers shall be permitted (i) a single mortgage secured by a single mortgage lien on the Developer's leasehold interest in the Property as security for financing of the construction of the Project in favor of a single lender(except as otherwise expressly permitted in Section 6.c. below) that is an "Institutional Lender" (as shall be further defined and criteria set in the Development Agreement), (ii) a single pledge of direct or indirect membership interests of the Developer as security for mezzanine financing for the construction of the Project in favor of a single lender (except as otherwise expressly permitted in Section 6.c. below) that is an Institutional Lender, (iii) involuntary transfers pursuant to a foreclosure or deed or assignment in lieu of foreclosure by an Institutional Lender pursuant to the mortgage financing or mezzanine financing permitted by clauses (i) and (ii) above, respectively, (iv) transfers of direct or indirect ownership (including non-voting limited partners that are Institutional Buyers (as shall be further defined and criteria set in the Development Agreement, and shall include creditworthy partners)) of Developer provided that: (A) the general partner or manager of the Developer as of the date hereof continues to be the general partner or manager of the Developer; and (B) Donahue Peebles II, Donahue Peebles III, Scott Robins and Philip Levine (collectively, the "Principals") continue to (I) own, directly or indirectly, at least ten percent (10%) of the ownership interests of the Developer and (II) have the ultimate power to direct and Control (as shall be further defined in the Development Agreement) the day-to-day business and affairs of Developer after such transfer, subject to certain "major decisions" or similar approval rights to another person or entity (provided that at all times during construction and through stabilization of the Project, the Principals retain control over decisions relating to construction and operations, including without limitation, leasing), or (v) transfers by members of Page 5 of 23 is 7011 CBRE.Inc. Developer for estate planning purposes or as the result of death provided the transferor (or the applicable heir) retains control of the transferred interest) (the "Permitted DA Transfers"),which transfers are expressly permitted hereunder with notice, and without the requirement for consent. The City may agree to permit C- PACE financing for the Project in addition to the mortgage financing and mezzanine financing described above subject to the City's receipt from the Developer of a security deposit or other security as may be acceptable to the City and such other terms as may be mutually agreed in the Ground Lease, and subject at all times to the loan-to-cost ratio and loan-to-value ratio, as applicable, set forth below. The City shall receive prior written notice of any such Permitted DA Transfer in accordance with (i), (ii), (iv) and (v) above, and any such transferee shall assume all remaining obligations of Developer under the Development Agreement in a written instrument reasonably acceptable to the City. Notwithstanding anything to the contrary set forth herein,in the event any proposed transferee will own, in the aggregate (whether in one transaction or a series of transactions), twenty percent (20%) or more of the direct or indirect ownership interests of Developer or will have the power to direct and Control the day-to-day business and affairs of the Developer, then such proposed transferee must satisfy the Acceptable Owner Criteria and comply with the procedures set forth in Exhibit "A" attached hereto. [In no event shall any sale or transfer of any interests, rights or obligations of Developer under the Development Agreement or in the Project be permitted to a "Foreign Instrumentality" (as shall be defined in the Development Agreement) other than any of the member countries of the European Union or the Gulf Cooperation Council (each as existing as of the effective date of the Development Agreement), United Kingdom, Norway, Switzerland, Canada, Mexico, countries located in South America (excluding Venezuela), Japan, South Korea, Singapore and Australia or any person or entity controlled by any of the foregoing countries (each, a "Specified Foreign Instrumentality").t] [Parties continuing to discuss] d. In furtherance of the goals of the City and Developer in connection with this Project, the parties acknowledge and agree that the exact and additional terms, provisions, and agreements of the Development Agreement are to be further negotiated by the parties,and this Term Sheet includes certain terms and conditions as a framework for the parties' good faith negotiation of the definitive documents. 3. Ground Lease: a. Term: Not to exceed 99 years, including an initial term of fifty-one (51) years and two (2) consecutive, dependent twenty-four (24)-year extension options. The extension options shall be exercisable by Developer, its permitted successors or assigns, in their sole and absolute discretion, subject only to the condition that Developer is not then in material default under the Ground Lease, beyond applicable notice and cure periods, nor has an event or circumstance occurred, which with the giving of notice and passage of time would constitute a material Indirect ownership by Foreign Instrumentalities will be subject to the threshold set forth in Exhibit A. Page 6 of 23 k 2022 ONE Inc. default thereunder. The effective date of the Ground Lease shall occur upon the latest to occur of, (i) execution of the Ground Lease by the parties and (ii) approval thereof by the City Commission in accordance with City Code and adoption by the City Commission of a resolution accepting the certification of the official results of the successful Referendum,and the effectiveness of the Ground Lease shall further be subject to the parties' execution of the Development Agreement. The term of the Ground Lease will commence upon the Possession Date (as defined below). In furtherance of the goals of the City and the Developer in connection with this Project, the parties acknowledge and agree that the exact and additional terms, provisions, and agreements of the Ground Lease are to be further negotiated by the parties, and this Term Sheet includes certain terms and conditions as a framework for the parties' good faith negotiation of the definitive Ground Lease. b. Rent: (i) Base Rent: Year 1 $ 0 (Referendum certification/Notice to (months 1-12) Proceed) Year 2 $ 2,150,000 (Year 2 commences on the first anniversary (months 13-24) of Referendum certification/Notice to Proceed) One-time payment of $2,000,000 due and $150,000 construction rent commences on the earlier of (a) the actual date of Commencement of Construction or (b) month 23, the Target Date for Commencement of Construction set forth in the Project milestones below Year 3 $ 150,000 (months 25-36) Year 4 $ 680,000 Commences on the earlier of (a) the actual (months 37-48) date of Completion of Construction or (b) month 43,the Target Date for Completion of Construction set forth in the Project milestones below (the "Full Rent Commencement Date") Year 5 Increases over the prior year Base Rent as follows: (months (49- (a) 1.5%commencing on the Full Rent Commencement Date 60) and Beyond and continuing for a period of five (5) years; (b) the greater of 1.5% or CPI (capped at 2%) commencing immediately following the expiration of the period set forth in (a) above and continuing for a period of five (5) years; Page 7 of 23 20, CBRE.ic (c) the greater of 1.5%or CPI (capped at 2.5%) commencing immediately following the expiration of the period set forth in (b) above and continuing for a period of five (5) years; (d) the greater of 1.5%or CPI (capped at 3.0%) commencing immediately following the expiration of the period set forth in (c) above and continuing for the remainder of the Term, subject to the Base Rent Resets set forth below. (ii) Annual Percentage Rent: 4%of effective gross income from the Project for such lease year. (iii) Base Rent Reset at year 51 (for years 52-75) and at year 75 (for years 76- 99): At the time of rent reset, hypothetical rent would be calculated based on year when full rent (i.e. $680,000) commences escalated through the rent reset date by the higher of 2% or CPI (uncapped). (iv) Appraisal to be obtained in accordance with Section 82-37(b) of the City Code and Resolution No. 2019-30853. c. Net Revenues from the Public Parking Replacement Component: The City shall manage and operate the Public Parking Replacement Component (unless the City elects to cause the Developer to operate the Public Parking Replacement Component as provided in this Term Sheet) and shall be entitled to retain 100% of all Net Revenues (as shall be further defined in the Ground Lease) arising out of any use of the Public Parking Replacement Component. The City shall have the right, in its sole discretion, to cause the Developer to operate the Public Parking Replacement Component as set forth above, and in such case, the Developer shall pay to the City, in addition to the Rent, all Net Revenues from the Public Parking Replacement Component, which shall be net of, any reasonable, out-of-pocket costs and expenses permitted under the Development Agreement and/or Ground Lease, including a reasonable and customary management fee to be retained by the Developer (or paid to a third party operator) in connection with the operation and maintenance of the Public Parking Replacement Component. For the avoidance of doubt,rates to be charged for spaces in the Public Parking Replacement Component shall not be higher than the City's then applicable rates for similar parking facilities. d. Use: Office, retail, restaurant, personal service or similar active uses, residential, public, and non-public parking,and ancillary uses. No other uses or purposes shall be permitted, except as may be approved by the City in its sole discretion and set forth in the Development Agreement and/or Ground Lease. e. The Ground Lease shall be a "triple net" (net-net-net) lease, and Developer shall be solely responsible for all real estate taxes, utilities, assessments and other public charges, insurance, common area maintenance and other costs and expenses associated with operation of the Project; provided, however, the City shall be Page 8 of 23 4•2022 CORE,Inc. responsible for all such reasonable,out of pocket costs and expenses attributable to the Public Parking Replacement Component. f. Following Substantial Completion (as shall be defined in the Development Agreement and Ground Lease), Developer may assign its interests, rights and obligations under the Ground Lease in connection with certain "Permitted Transfers" (as shall be defined in the Ground Lease and shall include certain permitted transferees having the requisite assets, net worth and experience to operate the Project, as shall be further described in the Ground Lease), which shall include the Permitted DA Transfers. No other transfer shall be permitted without the prior written consent of the City,which may be granted or withheld in the City's sole and absolute discretion. [In no event shall any sale or transfer of any interests, rights, or obligations of Developer under the Ground Lease or in the Project be permitted to a "Foreign Instrumentality" (as shall be defined in the Ground Lease, which definition shall be the same as defined in the Development Agreement) other than a Specified Foreign Instrumentality.2 Any proposed transferee of any ownership interest in Developer or any portion of the Project must satisfy the "Acceptable Owner Criteria" and be confirmed as such by the City in accordance with Exhibit "A" attached hereto.] [Parties continuing to discuss] 4. The Project: a. The City Commission shall approve a concept plan design of the Project as part of its approval of the Development Agreement (the "Concept Plan"). The Concept Plan will be included as an exhibit to the Development Agreement and as of the date hereof, is anticipated to be consistent with the RFP Response, provided that the design will also be subject to review by the DRB (as defined below) and any other relevant body or department. b. The term of Developer's possession of the Property pursuant to the Ground Lease shall commence immediately following, and commencement of construction and the Developer's right to such possession shall be expressly subject to, the Developer's satisfaction of certain conditions reasonably determined by the City and to be further described in the Development Agreement, including without limitation, the following (such date of possession, as further defined and described in the Development Agreement, the "Possession Date"): (i) Issuance of all Required Approvals, as further described below and in the Development Agreement; (ii) Developer's delivery to the City of payment and performance bonds in form and substance reasonably acceptable to the City and naming City as co- obligee, or such other security as is reasonably acceptable to the City Manager, after consultation with the City Attorney. City recognizes and approves of a lender being a co-obligee together with the City on the bonds 2 Indirect ownership by Foreign Instrumentalities will be subject to the threshold set forth in Exhibit A. Page 9 of 23 4 2022 CARE.Inc. and any other approved security, as shall be further described in the Development Agreement. (iii) Developer's delivery to the City of a budget reflecting the good faith estimated costs to complete construction of the Project in accordance with the Development Agreement; (iv) Developer's delivery to the City of a schedule of performance of the Project using the critical path method, setting forth the dates and times of delivery of the Project, including without limitation the Project milestones set forth below, subject to reasonable extension for unavoidable delays and force majeure events (which may include specified delays attributable to (a) the City acting in its proprietary capacity and as owner of the Property, (b) certain specified global or national economic conditions that delay the Developer's financing or construction of the Project and (c) unforeseen site conditions to the extent not reasonably capable of being identified prior to execution of the Development Agreement, provided in each case (i) Developer provides prompt written notice of such delay, and (ii) with respect to (b) and (c) above, any resulting permitted delays are mutually agreed and identified prior to commencement of construction), as more particularly described in the Development Agreement. (v) City's approval of the general contractor/design builder for the Project,with such approval not to be unreasonably withheld so long as the contractor has bonding capacity equal to or to exceed $100 million and has achieved final completion of at least five (5) projects of similar size and scope in the U.S. within the last ten (10) years; (vi) Developer's delivery to the City of the fully executed general construction contract for the Project with the approved general contractor/design builder reflecting a guaranteed maximum price that does not exceed the costs set forth in the budget; and (vii) Developer's delivery to the City of contingent assignments of the architect's agreement and general contract,subject to a default, beyond any applicable notice and cure periods of Developer, and further subject only to the rights of Developer's mortgage lender and/or mezzanine lender as shall be further defined in the Development Agreement, pursuant to which the City shall have the right, without assuming Developer's obligations, to enforce the architect's and general contractor's, as applicable, full and prompt performance under their respective agreements,subject only to payment by the City; (viii) Developer's delivery to the City of evidence reasonably satisfactory to the City that Developer has secured financing for the Project and will contribute equity to complete construction of the Project in accordance with the Project budget and the Development Agreement. Page 10 of 23 t 2022 C9RE,Inc. c. Promptly following Developer's satisfaction of the conditions to the Possession Date, Developer shall commence (or cause the general contractor to commence) construction of the Project and thereafter, diligently and continuously pursue completion of the Project in accordance with the Development Agreement and all applicable laws, permits and approvals, subject to the terms of the Development Agreement and reasonable extension for unavoidable delays and force majeure events, as further described above and as more particularly described in the Development Agreement. d. Developer shall stage construction of the Project in a manner that minimizes the extent and duration of displacement of the existing public parking spaces on the Property during construction and until the Public Parking Replacement Component is completed and available for beneficial use by the public, which shall be to the satisfaction of the City Manager or his/her designee in their sole discretion. e. Prior to the Possession Date, and subject to the Developer's rights to enter upon and conduct its investigations of the Property, which shall be exercised by Developer in a manner not to unreasonably interfere with the use of the Property as a surface parking lot, as shall be further set forth in the Development Agreement, the City shall have the right to use the Property consistent with the current uses, so long as such uses do not interfere with or delay the Possession Date. f. During construction of the Project,the City and its on-site representative shall have reasonable rights of inspection of the Project and progress of construction, which inspections shall be solely for the benefit of the City, provided that the City shall not unreasonably interfere with or disrupt construction of the Project by the Developer or its general contractor. The City and its on-site representative shall also have the right to participate in periodic meetings with Developer and to receive periodic updates with respect to the progress of construction and any changes to the Project budget and other Project documents. Nothing contained herein or in the Development Agreement or Ground Lease shall or is deemed to limit the City's inspection rights in its governmental and/or regulatory capacity. 5. Project Approvals and Milestones: a. Zoning: Developer shall adhere to all applicable zoning requirements, including without limitation, the minimum parking requirements, and applicable height restrictions and FAR (unless amendments to the Land Development Regulations are proposed, in which case such amendments shall be subject to review and approval by the City and its applicable development boards, in their regulatory capacity and sole discretion). b. The definition of"Required Approvals" shall mean: (i) The City Commission shall have approved the Concept Plan as part of the Development Agreement described above. Page 11 of 23 20,CBRE,ic. (ii) The City Manager shall have approved the proposed plans and specifications, which approval will not be unreasonably withheld, conditioned, or delayed provided such proposed plans and specifications substantially conform to the approved Concept Plan. Any material modifications made by or on behalf of the Developer to the approved Concept Plan, must be approved by the City Commission, in its sole discretion. The Development Agreement shall set forth certain minimum elements to be incorporated within the Project,and any deviation from such minimum elements shall be deemed material. (iii) Developer, at its sole cost, is responsible for obtaining all governmental approvals for the design, development, and construction of the Project, including without limitation, City of Miami Beach Design Review Board ("DRB") and, if applicable, City of Miami Beach Planning Board ("Planning Board") approval. Specifically with respect to the DRB approval, the Developer intends to seek a waiver for up to an additional five feet (5') of height as measured from the base flood elevation plus maximum freeboard, to the top of the second floor slab of the building in accordance with Section 142-337 of the City Code and reserves the right to seek additional waivers or variances as may be needed to accommodate the proposed design of the Project, subject to the City's approval in its proprietary capacity as part of its approval of the proposed plans and specifications. Promptly following the City Manager's approval of the proposed plans and specifications (the "Approved Plans"), Developer shall submit the Approved Plans to DRB and, if applicable, Planning Board for approval and thereafter, diligently pursue such approvals. To the extent DRB or, if applicable, Planning Board requires any revisions to the Approved Plans that do not materially conform to the approved Concept Plan, such revisions shall be subject to the City Commission's approval, in its sole discretion. [In accordance with Section 118-4(4) of the City Code, the Development Agreement shall extend the expiration date for a City Land Use Board Order as defined below beyond the time periods contemplated in Section 118-193 for conditional use permits issued by the Planning Board; Section 118-258 for design review and variance approvals issued by the design review board; and Section 118-355 for variance approvals issued by the board of adjustment. The term "Land Use Board Order" means an order by the Planning Board, but [with the approval of] Design Review Board and/or by the Board of Adjustment. In such cases,the expiration date set forth in the approved and executed Development Agreement shall control over any contained in a City Land Use Order. c. Project Milestones: Target Date Outside Date Page 12 of 23 6 2022 CBRE.Irc. DRB,and if applicable, 8 months after Effective Date 12 months after Effective Date Planning Board approval (plus one month to exhaust all appeals) Issuance of building permit 14 months after DRB, and if 20 months after DRB,and if necessary for commencement of applicable,Planning Board applicable,Planning Board vertical construction of the approval approval Project ("Building Permit") Commencement of Construction 1 month after issuance of 1 month after issuance of and Construction Loan Closing Building Permit and not later Building Permit and not later than 23 months after Effective than 34 months after Effective Date Date Completion of Construction and 20 months after Commencement 27 months after Commencement issuance of TCO for the Project of Construction and not later of Construction and not later than 43 months after the than 61 months after Effective Effective Date Date Opening of the Public Parking 1 month after Completion of 3 months after Completion of Replacement Component and Construction and issuance of Construction and issuance of Additional Parking Component TCO for the Project and not TCO for the Project and not to the public and Project Public later than 44 months after the later than 64 months after the Spaces [to be defined) Effective Date Effective Date Stabilization of the Project (as 24 months after Completion of 24 months after Completion of shall be further defined in the Construction and not later than Construction and not later than Ground Lease) ' 67 months after Effective Date 85 months after Effective Date (i) Such other development milestones as the parties may mutually agree to be set forth in the Development Agreement. The Project milestones will be subject to reasonable extension for unavoidable delays and force majeure events, as further described above and as more particularly described in the Development Agreement. (ii) "Commencement of Construction" and "Completion of Construction" shall be defined and described in the Development Agreement. All references above to "TCO" shall mean a temporary certificate of occupancy allowing for the beneficial use and occupancy of such portions of the Project by tenants, occupants, users and visitors thereof and shall be further defined in the Development Agreement. Page 13 of 23 t 2022 CBRE,Inc. 6. Project Costs and Financing: a. Developer at its sole cost, shall be responsible for all costs and expenses in connection with the development, design, permitting, construction, operation and maintenance of the Project, including demolition of any existing improvements on the Property, including asphalt paving. b. Developer, in coordination with the City,shall be responsible for development and implementation of community outreach and public information campaigns for the Project. c. Developer shall be permitted to finance the Project with (i) a single mortgage loan from one or more lenders as part of a syndication, provided that an Institutional Lender shall be the administrative agent/mortgagee with respect to such mortgage loan and, at Developer's option, (ii) one mezzanine loan secured by one pledge of the direct or indirect ownership interests in Developer,provided that an Institutional Lender shall be the administrative agent/pledgee with respect to such mezzanine loan; provided further that the loan-to-cost ratio (with respect to construction financing) or loan-to-value ratio (with respect to permanent financing), taking into account the mortgage loan and the mezzanine loan financing of the Project, as applicable, shall not exceed ninety percent (90%) and Developer shall at all times maintain not less than ten percent (10%) equity in the Project, including Developer's initial equity contribution to the Project. d. In no event shall the City's interest in the Property be subject or subordinate to any mortgage or other liens or encumbrances hereafter affecting Developer's interest in the Property. City shall at all times have first priority right of payment of rent due under the Ground Lease. e. The City is not and shall not be required to provide any funding or financing for the Project, including without limitation, any tax credits and/or subsidies. f. Developer acknowledges and agrees that the City has a compelling interest in the development of the Project and the Option 5 Project in order to advance and promote the City's objective of developing additional Class-A office space to diversify its economy to include a greater mix of businesses, including technology and financial firms. [As an inducement to the City to negotiate this Term Sheet, the Development Agreement and the Ground Lease,at all times until the conclusion of the Referendum,neither the Developer nor any Principal nor any director,officer or member of senior management of Developer, TPC, Scott Robins Companies or the Baron Corporation shall engage in a deliberate campaign intended to cause voters in the Referendum to vote against, or otherwise publicly disparage, impugn or make derogatory statements regarding the Option 5 Project or the developer of the Option 5 Project with such intent (the "Option 5 Negative Campaign Covenant"). However, the foregoing waivers are not intended to and do not limit Developer's ability to truthfully communicate with any governmental agency or to advocate in favor of the Project, including to prospective tenants who may be Page 14 of 23 b 2022 CONE.Inc. considering both the Project and the Option 5 Project. Developer acknowledges that it is voluntarily and knowingly waiving its rights under the First Amendment to the United States Constitution and under any applicable provision of the Florida Constitution in connection with the Option 5 Negative Campaign Covenant. Developer has had the opportunity to consult an attorney in connection with the foregoing waivers and has made the informed decision to waive these rights. The Developer shall execute an inducement letter containing the foregoing waivers promptly upon the City's request. The City agrees that it shall require the developer of the Option 5 Project to enter into a substantially similar agreement containing similar waivers with respect to the Project; provided, however, the developer of the Option 5 Project shall not be a third party beneficiary of the Option 5 Negative Campaign Covenant and the Developer shall not be a third party beneficiary of the negative campaign covenant made by the developer of the Option 3 Project. The City will fairly and equitably enforce both the Option 5 Negative Campaign Covenant and the negative campaign covenant made by the developer of the Option 5 Project as determined by the City Manager in his/her sole discretion.] [Parties continuing to discuss] 7. Condition of Property/Environmental a. Developer accepts the Property in its AS IS,WHERE IS,and WITH ALL FAULTS condition, including without limitation, environmental condition, and all latent or patent defects, without any representation or warranty of any kind, express or implied, or arising by operation of law. b. The City will provide any environmental reports in the City's possession for the Property. c. The Project must be developed to comply with the City's resiliency standards attached as Appendix D to the RFP and to be set forth in the Development Agreement. The Developer shall cause its architectural and engineering consultants to design the Project with the objective of meeting LEED® Gold or Living Building Challenge certification requirements and compliance with the Sustainability Fee Program, in accordance with Section 133 of the City Code. The Public Parking Replacement Component and the Additional Parking Component will be designed with the objective of being eligible for Park Smart® certification. 8. Termination Rights: a. Developer may terminate the Development Agreement and the Ground Lease at any time prior to issuance of the building permits for the Project in the event of any of the following: (1) any of the Required Approvals render the Project economically unfeasible in the reasonable business judgment of Developer, (2) the Project cannot meet concurrency requirements under Section 163.3180, Florida Statutes, or the costs of concurrency mitigation are, in the reasonable business judgment of Developer, economically unfeasible, (3) Developer, after diligent, good faith Page 15 of 23 :L,2022 CBRE.hrc. efforts, has been unable to obtain necessary building permits for the Project pursuant to the Approved Plans, (4) Developer, after diligent, good faith efforts, has been unable to secure adequate financing on financial terms that are commercially reasonable, or (5) there shall exist any material adverse change in national or global economic conditions that in the Developer's reasonable and good faith judgment would materially, adversely affect the financial viability of the Project. In connection with any such termination by Developer, Developer shall reimburse the City for any reasonable unreimbursed, out-of-pocket, third-party costs and expenses, beyond the cap on such costs and expenses set forth in the Reimbursement Agreement; for the avoidance of doubt, Developer would be "credited" with all amounts already reimbursed to City pursuant to the Reimbursement Agreement. b. The City will not have the right to terminate the Development Agreement for convenience. City will have the right to terminate the Development Agreement as a result of any default by Developer, as further described in the Development Agreement, beyond any applicable notice and cure periods, to be more fully set forth in the Development Agreement and the Ground Lease. c. In the event of a termination by Developer pursuant to Section 8.a or by the City as a result of an uncured default by Developer pursuant to Section 8.b., (i) the Developer shall assign (without any representation or warranty,express or implied) to the City all right, title and interest the Developer has in and to the Approved Plans and any other non-privileged, non-confidential or proprietary materials, information, and documents pertaining to the Project, developed by or on behalf of the Developer, and (ii) the City shall have no further obligation to the Developer following such termination, financial or otherwise. 9. Default: Developer shall be in default of the Development Agreement and Ground Lease if the Developer fails to comply with the terms thereof, beyond any applicable notice and cure periods to be negotiated by the parties and included in the Development Agreement and the Ground Lease, including, without limitation, failure to satisfy conditions precedent to possession of the Property, failure to commence construction prior to the outside date for commencement of construction, failure to satisfy the other Project milestones, and the occurrence of any unpermitted transfers, subject to any applicable extensions for unavoidable delays and force majeure events, as further described above and as more particularly described in the Development Agreement and the Ground Lease. The parties acknowledge and agree that the Development Agreement and Ground Lease will include reasonable and appropriate notice and cure periods and provisions in accordance with City's customary practices. City's remedies for Developer's default under the Development Agreement and Ground Lease will include, without limitation, termination of the Development Agreement and the Ground Lease, as applicable. In connection with any such termination following the commencement of construction and prior to completion of construction, Developer shall restore the Page 16 of 23 2022 CARE,Inc. Property to the condition existing prior to the execution of the Development Agreement so that the Property may be fully utilized by the City for its existing purposes as a surface parking lot as of the date hereof and Developer shall reimburse the City for any reasonable out of pocket losses or damages to the extent suffered as a result of the Developer's failure to complete construction in accordance with the Development Agreement, to be further described in the Development Agreement. In connection with certain defaults for failure to meet Project milestones prior to Developer paying full rent under the Ground Lease, in lieu of termination,the City may elect to receive payment of liquidated damages by Developer for a specified period before exercising its right to terminate the Development Agreement as a result of such defaults. Such liquidated damages shall be reasonably determined by the City, and further described and agreed to in the Development Agreement. 10. Indemnification: Each of the Development Agreement and Ground Lease shall contain such indemnity provisions as the City customarily requires for projects of this nature. In addition, except to the extent caused by the City's gross negligence and/or willful misconduct, Developer will indemnify, hold harmless and defend the City for any claims, losses, damages, liabilities, fees, costs and expenses (including reasonable attorneys' fees, costs and expenses) in connection with any lawsuit challenging the validity of the Development Agreement or Ground Lease, any governmental approvals of the Project and/or arising in connection with Developer's failure to complete construction in accordance with the Development Agreement, each at Developer's sole cost and expense and using legal counsel reasonably acceptable to the City. The foregoing indemnity will survive the expiration or earlier termination of the Development Agreement and Ground Lease, as applicable. In the event the City elects to operate the Public Replacement Component, the operating agreement may provide that the City agrees to indemnify the Developer subject to sovereign immunity and other customary City indemnity limitations. Neither the City nor the Developer shall be entitled to consequential, special or punitive damages with respect to this Term Sheet, the Development Agreement and/or the Ground Lease; provided the foregoing is not intended to and shall not modify the Developer's obligation to pay any liquidated damages pursuant to the Development Agreement. 11. Other: a. Legal Description and Parking Bond Covenant Analysis: The Developer shall procure a survey of the Property by a licensed surveyor reasonably approved by the City. Developer shall pay the costs of such survey, provided, if the City's Public Works Department prepares the survey, the Developer will reimburse the City for its costs in accordance with the terms of the Reimbursement Agreement (defined in Section 11.e). Developer acknowledges that the transactions are subject to the City's receipt of a parking bond covenant analysis acceptable to the City in its sole discretion and performed by a parking bond consultant approved by the City (or at Page 17 of 23 2022 CBRE,Inc the City's sole discretion,the City may produce the parking bond covenant analysis using its internal resources). Whether the City retains the services of a consultant or produces the parking bond analysis itself, Developer will reimburse the City for its costs in accordance with the terms of the Reimbursement Agreement. b. [Naming Rights: Naming rights for all or any portion of the Project shall require the approval of the City Commission, which approval shall be in the City Commission's sole discretion; provided, however, the City will not unreasonably withhold is approval of a request by Developer for naming rights in favor of the lead commercial tenant for the Project.] [Parties continuing to discuss] c. Land Development Regulations: The Project shall be subject to the City's Land Development Regulations (the "LDRs"). The City makes no representation or warranty that the proposed amendment to the LDR will be approved by the City Commission. The Developer acknowledges and agrees that any amendment to the LDRs that would result in a FAR increase would be subject to separate voter referendum approval (i.e., separate from the Referendum required to approve the Ground Lease). d. By or before 5:00 p.m. on April 13, 2022, Developer has procured for the City's review, a preliminary parking impact study, a preliminary traffic impact study and a preliminary infrastructure (i.e. water and sewer capacity) study. e. Reimbursement: Subject to the agreed upon terms, Developer agreed to reimburse the City for, or at City's option, pay directly, on a monthly basis the City's reasonable out of pocket transactional and professional costs and expenses associated with the due diligence, negotiation and drafting of the Development Agreement and Ground Lease and development of the Project, including without limitation reasonable fees for the City's parking bond covenant analysis,real estate appraisals and other required reports; the City's outside counsel and paralegal fees; and any surveys, environmental assessments (if any), title searches, and other reviews engaged by the City, up to $150,000, all as further described in the reimbursement agreement between the parties. The Developer has executed a Reimbursement Agreement(the"Reimbursement Agreement") and furnished same to the City on March 7, 2022. f. Art in Public Places: Developer shall comply with the City's Art In Public Places (AIPP) program requirements under Section 82-536 through 82-612 of the City Code,as applicable, and shall contribute to the City's Art in Public Places fund the total amount of 1.5% of the "construction cost" of the Project development costs, as such term is defined in Section 82-537 of the City Code, no later than the date of execution of the Project general contract by Developer and the Project general contractor, as required by the City Code. g. Prevailing Wage. Developer shall comply with Section 31-27 of the City Code which provides, in pertinent part, that in construction projects pursuant to a development agreement and/or ground lease with the City on City-owned land, the Page 18 of 23 20,CBRE,Inc. rate of wages and fringe benefits, or cash equivalent, for all laborers, mechanics and apprentices employed by any contractor or subcontractor on the work covered by the contract, shall not be less than the prevailing rate of wages and fringe benefit payments or cash equivalence for similar skills or classifications of work, as established by the Federal Register,in the City of Miami Beach,Florida.The details included in Appendix C of the RFP pertaining to this requirement shall be attached as an exhibit to the Development Agreement and Ground Lease. h. Local Workforce Participation Program: Developer shall cause its contractor to comply with Section 31-40 of the City Code which provides, in pertinent part, that the contractor in any construction contract valued in excess of$1,500,000 for the construction of buildings or improvements on City-owned land shall make of reasonable efforts to promote employment opportunities for local Miami-Dade County residents and seek to achieve a project goal of having thirty percent (30%) of all construction labor hours performed by Miami-Dade County and City of Miami Beach residents. The details included in Appendix C of the RFP pertaining to this requirement shall be attached as an exhibit to the Development Agreement and Ground Lease. i. Developer shall comply with,all Federal,State, County, and City laws,ordinances, codes,rules and regulations,and all orders and decrees of bodies or tribunals having jurisdiction or authority which, in any manner, may affect the Project (including, without limitation,the Americans with Disabilities Act,Title VII of the Civil Rights Act, the EEOC Uniform Guidelines, and all EEO regulations and guidelines). j. Whether or not included or referenced in this term sheet, all other applicable terms and conditions included in the RFP shall be incorporated into the Development Agreement and/or Ground Lease, as appropriate. k. Notwithstanding anything to the contrary herein, the specific details, terms, agreements, and conditions for the Project will be negotiated by the parties and set forth in the definitive Development Agreement and Ground Lease, and shall be subject to further approvals, as provided herein. Page 19 of 23 2022 CONE,Inc. EXHIBIT "A" ACCEPTABLE OWNER DEFINITION A. "Acceptable Owner" means any individual, corporation or other entity which has, at a minimum, the following qualifications: 1. [The proposed transferee is not a Foreign Instrumentality; provided however, that up to forty-nine percent (49%) of the indirect equity interests of Developer may be owned by Foreign Instrumentalities provided that at least seventy percent (70%) of such indirect equity interests permitted to be owned by Foreign Instrumentalities must be owned by Specified Foreign Instrumentalities.] [Parties continuing to discuss]. 2. The proposed transferee must not be owned or Controlled by entities or individuals who have been convicted, or are presently under indictment, for felonies under the laws of any foreign or United States of America jurisdiction; provided, however, the foregoing shall not apply to any individuals or entities owning less than twenty percent (20%) equity interest in the proposed transferee, other than officers, directors, managers or others who have the power to direct and control the business and affairs of such proposed transferee. 3. The proposed transferee must not in its charter or organizational documents (defined as the articles of incorporation and bylaws for any corporation, the partnership agreement and partnership certificate for any partnership, the articles of organization and limited liability company operating agreement for any limited liability company, the trust agreement for any trust and the constitution of the relevant government for any governmental entity, but expressly excluding any statements, positions, actions or allegations not contained in such charter organizational documents) expressly advocate or have as its stated purpose: (a) the violent overthrow of or armed resistance against,the U.S.government;or (b) genocide or violence against any persons; or (c) discrimination, hatred or animosity toward persons based solely on their race, gender, color, national origin, religion, age, disability, marital status, familial status, or sexual orientation. 4. Neither the proposed transferee nor any other person that controls the proposed transferee (or that will, following the proposed transfer, control the proposed transferee) will have violated any laws resulting in a forfeiture of such proposed transferee's or other person's entire interest in real property owned or managed by such transferee or other person. 5. The proposed transferee must not (nor any of the individuals or entities who own at least a twenty percent (20%) equity interest in such proposed transferee or are officers, directors, managers or otherwise have the power to direct and control the business and affairs of such proposed transferee) have voluntarily filed or been discharged from bankruptcy,or have been the subject of an involuntary bankruptcy, reorganization or insolvency proceedings (which was not dismissed within 90 days after the filing thereof) within the past five (5) years (bankruptcy filings by Affiliates shall not disqualify a proposed transferee,unless such Affiliates are any of the individuals or entities described in the parenthetical immediately above). B. "Acceptable Owner Criteria":The foregoing categories of requirements set forth in Paragraph A above are collectively defined as the "Acceptable Owner Criteria." Page 20 (Jr 23 C. Evaluation of the Acceptable Owner Criteria: Solely for the purpose of evaluating whether the proposed transferee has met the Acceptable Owner Criteria, the proposed transferee shall provide the following information to the Developer and certify that the information provided by the proposed transferee is true and correct and that the proposed transferee meets or exceeds the Acceptable Owner Criteria: 1. information sufficient for the City or any outside vendor engaged by the City to perform a due diligence investigation pursuant to Paragraph D below, including copies of any applicable operating licenses; 2. identification and summary description of its principals and its major real estate or other investments; 3. a list of all bankruptcies filed by such proposed transferee or to which such proposed transferee was a party-bankrupt, if any; and 4. such other evidence as is commercially reasonably necessary,as determined by Developer, to establish that the new entity proposed to be the Acceptable Owner meets the Acceptable Owner Criteria. D. With respect to any proposed transfer to a proposed transferee, City may,at its sole discretion, engage an outside vendor to perform a due diligence investigation at the Developer's or such proposed transferee's sole expense, which may include a search of civil, criminal, or bankruptcy proceedings in federal and state jurisdictions; regulatory filings; tax filings; lien, judgment and Uniform Commercial Code searches; business registrations, and the like; provided, however, that City's right to conduct its own due diligence shall not expand or deemed to expand the Acceptable Owner Criteria or impose additional criteria with respect to whether a proposed transferee constitutes an Acceptable Owner. City shall be entitled to engage an independent accounting firm, the reasonable costs of which shall be borne by Developer or such proposed transferee, to review the information upon which the proposed transferee's certifications were based,for the purpose of determining whether the certifications and/or information provided to the City is accurate and complete. Developer shall, or shall cause such proposed transferee to, reimburse City, upon demand, for any reasonable out-of-pocket costs incurred by City in connection with such transfer or proposed transfer to a proposed transferee, including the reasonable out-of-pocket costs of making inquiries and investigations into the conformance with the Acceptable Owner Criteria of such proposed transferee and the reasonable legal costs incurred, if any, in connection therewith. E. Confirmation/Approval Process for Proposed Transferees: Regarding the City's confirmation that a proposed transferee is an Acceptable Owner,or the City's approval of a transfer that is not a Permitted Transfer, the parties hereby agree that: Page 21 of 23 7 2022 CORE,IM. 1. When reviewing a potential Permitted Transfer for compliance with the Acceptable Owner criteria, the City Manager shall make a recommendation to the City Commission in reliance on the proposed transferee's certification that the proposed transferee meets the Acceptable Owner Criteria (if a Permitted Transfer), along with the information provided by the proposed transferee and the results of any due diligence investigation performed by the City. If the City Manager does not recommend that the proposed transferee meets the Acceptable Owner Criteria, the City Manager shall provide to Developer, upon Developer's written request, specific written, commercially reasonable reasons for such action. 2. The City Commission shall not unreasonably withhold the City's confirmation of a Permitted Transfer if the proposed transferee complies with the Acceptable Owner Criteria. 3. The City Manager may, but shall not be obligated to, make any recommendation for the City's Approval of a transfer that is not a Permitted Transfer,and provided that any such transfer shall be subject to the prior written Approval of the City Commission,which may be granted, conditioned, or withheld by the City Commission in its sole discretion; and 4. If a proposed transfer requires the City's confirmation or Approval, Developer shall deliver written notice to the City, which shall include (i) the name and address of the proposed transferee; (ii) the name and address of the proposed transferor; (iii) information describing the nature of the transaction; (iv) the percentage interest being conveyed; and (iv) the materials described in Paragraph C above. 5. The City shall have up to sixty (60) days after the delivery of such written notice and the information required under Paragraph C above, to determine whether, on a commercially reasonable basis, the proposed transferee meets the Acceptable Owner Criteria, and is a Permitted Transfer. The City shall have up to ninety (90) days after the delivery of such written notice and the information required under Paragraph C above whether to Approve in accordance herewith a transfer that is not a Permitted Transfer. 6. Provided that no Event of Default is then continuing, Developer's request for confirmation that the proposed transferee meets the Acceptable Owner Criteria shall be deemed confirmed if the first correspondence from Developer to the City requesting such confirmation is in an envelope marked "PRIORITY" and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that "THIS IS A REQUEST FOR CONFIRMATION OF A PERMITTED TRANSFER UNDER SECTION [ ] OF THE [DEVELOPMENT AGREEMENT] [GROUND LEASE], DATED AS OF [ ], 2022, AND FAILURE TO RESPOND TO THIS REQUEST WITHIN SIXTY (60) DAYS WILL RESULT IN THE REQUEST BEING DEEMED CONFIRMED" and is accompanied by the information and documents required above and City fails to respond or to deny such request for confirmation in writing within such sixty (60) day period. Provided that no Event of Default is then continuing, Developer's request for approval of a transfer that is not a Permitted Transfer shall be deemed Approved (except if the request includes a Foreign Page 22 of 23 2C..,Rkf mac Instrumentality as a transferee) if the first correspondence from Developer to the City requesting such approval is in an envelope marked "PRIORITY" and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that "THIS IS A REQUEST FOR APPROVAL OF A TRANSFER UNDER SECTION [ ]OF THE [DEVELOPMENT AGREEMENT] [GROUND LEASE], DATED AS OF [ ], 2022, AND FAILURE TO RESPOND TO THIS REQUEST WITHIN NINETY (90) DAYS WILL RESULT IN THE REQUEST BEING DEEMED APPROVED, PROVIDED IF THE REQUEST INCLUDES A FOREIGN INSTRUMENTALITY AS A TRANSFEREE, THE CITY'S FAILURE TO RESPOND IN THE AFFIRMATIVE WITHIN NINETY (90) DAYS SHALL BE DEEMED A REJECTION OF THE REQUEST" and is accompanied by the information and documents required above and City fails to respond or to deny such request for Approval in writing within such ninety (90) day period. For the avoidance of doubt, if the City has not notified Developer, in writing, of the City Commission's approval of a transfer that includes a Foreign Instrumentality as a transferee within the ninety (90) day period specified above, then such request shall be deemed rejected. 7. If the City notifies Developer, in writing, within the first thirty (30) days of such sixty (60) or ninety (90) day period, as applicable, that the information submitted is, on a commercially reasonable basis, incomplete, or insufficient (and specifies in what ways it is incomplete or insufficient),then Developer shall supplement such information,on a commercially reasonable basis, and the City shall then have thirty (30) days or sixty (60) days, respectively,after such supplemental information is provided to make its determination whether the proposed transferee meets the Acceptable Owner Criteria or to approve a transfer that is not a Permitted Transfer. 8. No confirmation by the City of a proposed transferee as an Acceptable Owner or its meeting of the Acceptable Owner Criteria shall have the effect of waiving or estopping the City from later claiming that said Acceptable Owner is no longer developing, operating or maintaining the Project according to the terms of the [Development Agreement] [Ground Lease]. F. Interpretation: 1. All acts and omissions as well as rights and duties shall be done in a commercially reasonable manner, unless the standard of"sole discretion" is used. 2. The implied covenant of good faith and fair dealing under Florida law is expressly adopted. Page 23 of 23 [2022 CBRE,Inc. 4856-3831-6306,v. 19 Page 24 of 23 F 2022 fBRF,Inc. Addenda Addendum D LEGAL DESCRIPTIONS ©2022 CBRE,Inc. 'x.2022 CORE,Inc SECTION 34•TOWMBMN S3 SOUTH•RANGE 42 EAST LYING AND BEING IN THE CITY OF MIAMI REACH,FLORIDA ipi ipi,.,,,,,,,--) - � .HST I :::111)1117-11:;T:11171.11.1111....705N _ -_//// z - I }LINCOLN N _ if l ill/ __- ..._____ \___-__ • SURVEYOR'S REPORT. BUT N_j( r' DATE a 01010 tleYEY: �---• __ BLUDGEONS_ ln.dote of completion of field Survey.a.on 6Dvemb.r 12 PO2y - - Since no other Information wore furnished other than that is cited under pertinent Information,ih.Client la hereby 0Wn 00 that there may be legal aelrlcllone an the I FLK itFV'RIPPf1N' Siect Property thel or net Mom an the.'--Mop Nat may be IeM M the LOCATION MAP PNdk Raxrd.'of IS,aml-Dad.tenet'FleHtln 29 o9tNee Puplk Rc.l.e1MY M0O45 bldoEW SUBOASW,actor M9 to q.Plat threat w morose M Plat Dom 0 Pepe file Surwpr mdua nor lotbn w la aenerMlp>poaaevlan o/the SuG}ct (NOT TO SCALE) Payout'et'any mutt'n��aiwaud who mot'upper of Publk Rend.of Ihia County Cantoeing 37,454 eq.Et.and/or 0.86 acre..more or lea by cdmwtim.. No v0avelkn or determination Cos made a.to haw t a Subject Property i..rvwd ACCURACY: by utilities. fine acwrxy obtalnM by fled immurement meNede and ffios colalatlans of closed geometric figures meets and No impravwmmt. located .r than these Nam.Ne u or9rauno r0xn4tiane mtgs.In.Minimum Tech..Standard.rpu:emmt for Suburban Area(Liner:1 foot M 7,500 eel)a Manse in Imorowmmta antl/n utilities eer6 Iowt.d or Mam hr.an.n Rule 5J-17.051.Florida Administrative Code PURPOSE OF SURVEY Elevations of 1 kmtllled features as oyicted an t Survey Map mos meere0 to a mtunate vertical position accuracy o / h/ an ground'cartoon. The purpose or the eurvay is for design. r 1 too of a foot an nine.Nrlxe.and 1 1D of set Well identified factures as depleted an the Survey Map eve immured to an estimated horizontal position accuracy of r1IFNT INFO 1401l0N' 1/10 of a lot. thh Topographic Surety at•prepared at the Mai.tmw of and certified is This Mop of Survey is Intended to be deployed at a scale of On.Inch.Ruda Twenty feet or small.. City of Mkml a.ean Public wen.Deportment._ pfRTtNENT INFORMATION USED FOR SURVEY' d1RVFYl1R'S 6RRfILATF' For Horizontal Can04. I hereby certify That this'Topographic Survey"and the SurmY Map re.u1lin9 Ber1n9.and Ceor4Matee ore matte to the Slots Plan.Coordinate Smtor,Florae Ea.t Zane(0901),North Amerkan F.VrUcai CwmOL therefrom ma performed uncle my dir.ctton and le true and correct to the bast of Datum(N.A.0)of 1963,eljuelment of 2011(Nett 63/2011)Epoch 2010.0000:elln b.orM9 of N9990'47•E, Iten9 olylMhe srladm ond belief proNalanm old fur.er,Aithat h tm.0'Topographic Sur In Land St-masts he intent in IoblMed for the centerline f 17th STREET.sold line to be considered a.ail e.t0bliMed and manumml.d lino. w Nvin O =d.n Vetka Datum al 1w(R.AV.D.66).OM a B.nmmn.WdplM4 on dart el semi-0 2.Gunny,RnNe. the State of Florida'.pursuant to Rule 5J-17.051 q 5J-17.052 of the Florida NI wewt m. Ua PUGic reu areDb Pedon the System ion wit). esu001n9•H we.caMonted M the Said to ospuYs mild covelnat.vduee ankh Etemm.b:A-36 O0vellm:7.34'(N.0.V.D.29)-1.55-579'(NAACO.M) Statute.. Cod•and its Implementing la,Chapter 472.027 0l the Florida de based an the commotion with the fab9alnq Horizontal Control Statbnc Nome Oahe Name North Dade Name:DI.fr1Ct 6 Laoated at DADS MNK---41.9'SOON OF CA LONGITUDE SURVEKSIS LLC..o Florida Limited Ueblllty Corporalean Code FILO Cade(LOU Cede FLOG ALTON RD---Kr WEST OF C/L Florida Crtlikol.of Authorization Number LB7335 Geyophk Coordinate: Geographic Coordinates: 0.o9renk Coordinates: PM hen hos been digitally Mined by. Latitude 26'07 14.23359•N Latitude 2S.57'56.76772"N Latitude 25'46'49.67625•N Bammre:C-100 Damon,11.061(N.GVO.211)-1.55a11.51'(N.A.V.O.se) Longitude:50.20'47.49327•W Longitude: 90 10'02.22301•W Lengto e: 60.22'35.34835•W Loeoteo et 0000 BLW---m'90UM OF C/L OF EA91BO1Ng LAW Slate Plan.Coordinate: Slate Plane Coordinates Slate Pl.Coordinates: w09T AK---9ROQ ONEE NS CONK athWg,650069.42 US Feet Northing:594119.571 US Feet Narq.p:5213 366.02 US Feet BAY RO---05'EAST OF CA OF ROAD Eduardo M.Sunv,PSIS Oats faing:570503.57 US Fee di al t fang:929757556 US Fed Eing,561,341.77 US Fast Ra9l.te13d Surveyor and Mapper LS6313 Ellipsoid Haight(Motor): -15.332 Elllpaold Height(Meters): -12.369 Ellipsoid Haight(Melds): -15.104 fine projct area lIGemara tom Imo.M a�Fl)ood Zane'At.Me tors Base Flood Devotin Doing 60 feet(N.CV.O'N),••pr Slots of Florida Suga LEM...00j ao a Ssetwinmbry(F0. �mmItrPane Rumba,120651(Chy of Miami Bain),Mop Na tIDMC6]17, NOTICE, Not Mid without the aipnolura and original r9Wd ed of a Florida Alt referenc•d.we.dol..tata.6.ue/eu,oeoingandmopp09/1pm.Mtm)are port of the Florida Permanent Reference Network(FPRN- Plot el•PALM NEW SUB0NSO`I.•raced.M Plot Book 6 et Pam 29 of the Pablo R.osM.of MIamFOod.County,Fnle Addition.war Motions to Survey y are matted St Y Mae by other than the elpnM9 earl wither the shim b0P tt or the dgnin9 potty. NI maaeuremmte are in U,S Surma foal. MIAMIBEACH NOCNBORH0CI 1.{�}NGITUOE eeLeWe, Klehea.COE.o aASS IAIIED II t OF RECORDxDnEERDFRELOAD N MM W 9EACM PARKING LOTI9ETNEDI JEREIt60M AVE AND MFACMM AVE) DESIGN an.214410.01 Tamara..Seamy-'MO Lanes AmOsa FMlLIC WORKS DIPARTMLNT ENGINEER 2 Rd. 'O'x GS ay11/15/2021 nor : 0,wee MD 1aoawxaam Gee me firm.mv,M mu: MAP OF BOUNDARY 6 TOPOGRAPHIC SURVEY seesaw.sty on FwnFFa pwnp ewmx.z.aF. B A l _m. DATe wvD m pay me.�� Ps a LEGEND & ABBREVIATIONS: AWN. ASPHALT BM BENCH MARK GRAPHIC SCALE BW BACK OF SIOEWALN CB CAT.BASIN • . 'i • • • CBS CONCRETE B10.STIUG1URE CC CURB AND GUTTER C7 CL Q CENTERLINE ,,K F..., .r ` r? — 17TH STREET --_- ._ R'L>,Ro• CLEARANCE ,x Ix'lax. IM'FC'9'F IOM. '• ID- _ -_ -- OE CHAIN UXK FENCE _. 1� OM C.CRETE MONUMENT CONC. �LLRE Low DM El. FLEVATGN 'r HOLE . 'I," 'u J ® ,.'Au PB011ozr [,] EXISTING ELECTRIC YERR _ y9. Ig DOSTNG ELECTRIC.nEr 31yyll �-, 21- #--_--. J -^� 4D.SD• ps EXISTNG GS MAIN VALVE BOX I I� .00..T.E _— (t EXISTING GAS MANHOLE L* l. L9Aw CCM<M) 7 •__- EXISTING GUY SIRE AND AN.. _ __ - 3' Oi _ tg'•T� p- _ T © EXISTING LANOSCARE SHRUBS LEVEL u $ L .a`� la • EXISTING ORNAMENTAL PLANT COSTING OVERHEAD WIRES PI .x • r �K •v� �� •`' --- r T Loa- `1�.'T�S°' "o��l EXISTING PALM `,I,� O,➢ EXISTING PARKING METER 1r ,r +11('u ''• .• '$ •u I R 'r] 1 m COSI.WATER METER BOX I WF I lr r a ORE, t_ EXISTING WATER VALVE =TNT -E,,4 1�M1-i 7 I. ['j EXISTING NRNG PIAL BO% y2y1.1 S r V L MANHOLE ' 4;;_ ufir , r gW..i *-. I PI aE I If 11 r• ". •I1 \ 6 I PAC. OF I 1.1 y_ II1, PCC PONTONT Of COIPWND CURVATURE 1 11 �1i 111 r Y 1191 Ili 1 P PROPEPONTRTY a NE tll itO PVC POINT OF COMMENCE 'III— 111 I I ] POWER ORE I yM/J/ 111 r LOT 1x . r1 1 PRC POI OF REVERSE CURVE r u�ICll�r • •r r r _ PT POINT OF TANGENCY I ° FD IP FOINO NON PPE .1-- 1 _ / fC R. ROW UNE Ir I� \��111 r 1141 / I \ 1 �.:N P IRON. w u1 ` \IFx 54 s ''(/✓✓ t` Ili I"� W 1 E�p PTA STAI OP LWVAIYRE _ ' V 1i-- \\\`}71i i1 I \\11 I I A MOPE H.D.STY P0.VETHKENE pR II II ///,,111 Z ■l PVC POLYNNYL POLYMER qa R pl I r P.B.OWE P ..1 _ A�i (Tel+ k 1 T. 111 OPP .RID N PLACE PPE LINER CAA u 1� 'Y. u �• , / 1 Pi+ G < •i!wl.N. SQUARE FEET s' '�^ 1 r .r ] a'-+ �r y I s6 K DIAMETER EC)L(HI r1 I r I1r1 I^' - l Eu p y 1 HIKE CIMINO CATCH BASIN �w. r l M r 1 i/ 67, DOSING ELECTRICAL MANHOLE V u II I hi' ■a\ u Ir I I I l u 1 W A EASING SEWER MANHOLE 1 RN 1 \ I 1� J EXIs.G STORM DRAINAGE MANHOLE I • 11\ 11 \1 I I, i+ 1 EP EXISTING TELEPHONE BOX bill 1111\ �1p 1'1 r V 1 u 1 I n R/W RIGHT-OF-NAY 11/— �11 \ Nixx TAM. TEMPORARY BENCH MARK 1 jal 1\1111 AIr 1 1 1 TC DOA OF CURB WATER METER �1 A CENTRAL ANGLE I r ••j�MF.• bY\ . r i� �Ir ] I I ENOTES USING ELEVATION r x•]7JILIL C 11 r` r 11 1 1 [RO oENOTES PROPOSED ELEVAnGN I �ILII I111 ! lul/ 1 1q IQ :4 COSTING TREE 1 l Ir � � Ill( / ,,,.• I rI 11 ! _ (T) EXISTING TELEPHONE MANHOLE 1 !YIIL- I I 111/// ,, 'r 112 `_ -( _- i ERADIUSRVIN 11_ \ I " ;1:: '� r 11 ,AIE sn c PrnER PnE I N • 3 .Il. EXISTING BARE FLOW P I T y CIF •N COP_ ' w', • LI - I EXISTING BACK Row PREHJFTEA 1 'M C A • ¢ 11 Ru��1 COMING WATER BOX rY riu�N's -4r LO r FLAKIER I ij V d' DOSING NG car BOX I .� Ili J 'r too"' r •R © EXISTING carry P I I jy` �a 1 �. . r" _ Sr,r (,•;: EXISTING NRN:ATIOR VALVE L-a�-A Mr1 :sm.''V MOP COMM t`.yl EnSTNc COVER VALVE I Ti LOT O • I.'T� rio COSTING KOPEC SIGNAL Box I 'TA� BLOCK'� PRIM NEW SUB RxA EXISTING GAS VALVE (POP°.6-PR M) I I I 1 H) COSTING BOLLARD 1 I ---0 ruff.UGHT Gull EXISTING BIKE RICHT MIAMIBEACH MANI BEACH PM.LIGWD RECORDENGINEER OF — ENGN�RQFREGDRD NIMNIBEACH PARKING LOTIWFTWFEN JFPFENbON AVE AND MENOAN AVEI LONGITUDE Nr•x1••D.Qm TKPOFIgic SRw.WX-166D VWa.W cIyER PUBLIC WORKS D!PAIITMENT T'�' FI GO. TU I•PROYERENT PROJEc „ a _ .x N/A v1._1(p_ ,.aia« 11.0..E1104t1..0•NF..011K11.,..MUM MAP OF BOUNDARY&TOPOGRAPHIC SURVEY •...o...w..A.I....L>- CITDO WEMA.OAW0 NAAn.FZ P.E 1 SAMA ER 1'-00' NO DATE REVISION APPD.RD D.•Y ',AVM, SE.x I DI... xox, SECTION 34•TOWNSHIP 53 SOUTH.RANGE 42 EAST LYING AND BEING IN THE CITY OF MIAMI BEACH,MIAMI.DADE COUNTY,FLORIDA 18TH ST 18TH ST MINI -7rp.4.NotoePlill al II Elm A ill6M111.1111111111: umiMINI CURVFYDR'S RFPORT Mil --'-- DATE OF FlFLp w9900 %/////%///4 C O The dab of completion of era Surrey was an(Sommer a 2021 IIII II. %//////'//////% Q > {r.At DESCRIPTION' _W%////%G%/////' Z----_'4C- Lot•r, ,14 1p D N,yet 34 bgthr eith th 111 30 Foot .Bounded an Ert fur the •t I Z Pit-ol W ISONSPON l bE 1 E ALTO.rtl pounded.aU,•a Wwl ear oo Fool Rip a Pieway Ins oft Lmr Avenue,a w•Fck n — JO,,� ,N QO n al the PUMb Records u,amµ Dora County N1COYPANY,wwdnp b the Mel Uredl,a.waded M Mal Bo!!Pape Y. Containing 46,000 ape fete ana/r 1.10 oar.car.a it by aalwlatl... LINCOLN RD 0 W = u.w - A�ACY: l�(T I l 1 I �� �� men accuracy obtained by nxa merar fit method.and rhos wlwkuans of closed g.arnevic rigor.s areas am 111 suede the Mnimum Technical stonaaCaae requirement for Suburban Area(Linear:1 loot n 7,500 feet)as defined n Rule 5J-17.051,Flake Adrninielratie Code. _ Elevations of.x1 Identified features as depict.an Survey Map were moose d to a estimated vertical paeitkn 'aI -- -� accuracy of 1/100 of a foot on hard enforces and 1/10 of root an ground surfaces I—I - -- .1 kedged features as depicted on the whey Mop were rhea..to an estimated nonmetal po•iUan acrrocy of N' Mill ' Thl. derof Su w =— _ m;.Map of Survey in intsodea to de aMplayed at a.deal.of on.non wad.Twenty feet or.armies. 5 ] r — • — ILVTA 51111RCFS t1aF0 FOR SURVFT 1 RESTRICnONS- For Mobantel Contr. Since no other nlormatlat are fumbled other than that le cited under data yaw.. used Ir survey,the Client is hereby advised that there may be logo!restrictions. 1I the Subject Property that as not shown on the Survey Map that may be found In Bearings and Coodnates relative to the State Plane Coodnale syot.n,Florida aEastben 2m.t SDI),Norm American I I I 1 the Public Record.al Miami-Dade County.Florida. Oat06 (N.A.())of 196;ad)uetmenl of 2011(NAO 63/2011)Epoch 2010.0000;with a bearng o1 501'57'51'C being W.I..for the cents.* of Mkhigon Avenue sold be to be considered a.1 setoblwd and manumented be. LOCATION MAP men s,r epr makes no rep titian r.a eenr,nip a y ion Of the subject Global Po2III.Ing SMtem(C.O.S.).measurements were conduatea n the Mid to acquire.ald coordinate values, ehkh No Lacy ben anY nlity ar xdMdud•no may appear of.Subject N.caM ear ark Caunly. der.bark an the cormecBan with the blowing Haimontol Contra stations (NOT TO SCALE) No excavation r determination eve made a.to node the subject Property le served by uttRl.. Nome Miami Beach Name,District 6 Code FLMB Cady.FLOE No Improvements bre located,other than those....h.No underground foundations, Gauophic CaarMnater Geographic Coordinates: improvement.and/or utilities were located or shown hereon. Latitude,25.N'57.0378a."N Latitude 25'M'49.67325'N Longitude 60.6'14.16764'N Longitude: 60'22.35.34635'W PURpOg OF SURVEY• Stale Plane Caardnoter Slate Plane Coordinates: me this survey del Northing:40056,.44 US Feet North.:526.366.02 US Feel puboes of y Is 1a r. Ealt.y:940056.84 US Feel Fading:861,341.37 US Feet CI IENT INFORMATION: Height(Meter.): -15.522 Ellipsoid Height(Meter.): -15.104 mi.TPyagrapnic Survey won prepared at the insistence of and certified Ta: wereferenced Stallone e part of the Florida Permanent Referents Network(FPRN- City of Miami Beach Public Woke Department. re daletab.seas/sumbenenebeOPng/Ipm.ehim) Al m•aedrenents are in U.S.Survey feet. ARVFttVi's CFRBFlCATF' For Vertical C.O. I herby corgis mat th99*Topographic Surveyf' d the Survey Map muffing therefrom correct was performed under my direction and is true and rect to line best of All elevation.glom here.are based on the NMn American Vertical Datum al 1966(N.A.V.D.68),and a Benchmark my knowledge mg el..ana further,that•ark'Topographic Suf."meets O.Intent supplied by the Pudic harks Department of Miami-Dade County.Florida. of the applicable provision.of men'Minimum Technical Standards for Land Surveying n the Slab of Florida,purbant to Rub 5J-17.051 Omagh SJ-I y.052 of the Flarka Benchmark:A-36 Elevaliau:7.34'(N.G.V.O.22)-1.55-5.79'(N.AVA 66) Administrative Code and Its Implementing low,Chapter 472.027 of the Flan. Statutes Located at DADE BLVD---41.S'SOUTH OF C/L ALiON RD---90'NEST OF C/L LONGITUDE Florida Certificate at Sul r'Icatio, Limit. ii1y Corporation rLBT335 Benchmark:C-100 Elbert.:11.06'(N.GV.O.29)-1.5rw9.5I'(N.A.V.0.66) This Item has ben digitally signed bp Lewt.at DADE BLVD---25'SOUTH OF CA OF EASTBOUND WOE WEST AVE---BRIDGE OVER COLLINS CANAL __— BAY RD---65'EAST OF CA OF ROAD Eduardo M.Suess.PSM Dote Register.Surveyor and Mapper L56313 cals project area appedre to be located in a Fiona Zane'AE'with the Base flood Debt.being 6.0 feet(N.GV.0'29), State of Florida a.pen Federal Emergency Management Agency(FEMA)CarnmunItY P.ei Number 12C651(City of Miami Beech),Yap Na.13066C0317,Suss L,Map Neb.Data September 11,NM. NOTICE Not Win without the•gnoture and..gine steed M of a Florida Licensed Surveyor red Mapper. PA Mat al' IY NEE AIBOIN90N,'retarded In Plat Bank 2 at Page 61 or the Public Records of MIa.-0ade County. Additions a ol 001 on.to Survey Mab by other than the ageing party are prohibited Florida. without the written consent of the eign'na party. F.D12T 911010(IARCEJIAP SR A1A(Sth SWFET)SFrTION 62060-156T p1FFT I TO I B8-152 PG 34 MIAMI BEACH NEIGHBORHOOD: LQ}NGITUDE eu.0 woA en Pas NV So.,.0FRrCoAO Nano 212410.01 Tapayaphic Suneyl1-12-21,dag IA.BEAC H PARKING LOT(BETWEENLENOX AVE.AND MICHIGAN AVE.; ,ua .oc , ZE PUBLIC WORKS!lAARTMENT B MAP OF BOUNDARY&TOPOGRAPHIC SURVEY - u en.rEavNE pew c c rcNla Gs Rrvrrn wR „DE des our yn Ott, xiA y, N/A wk,.p,r, I0134d2 out crmnov cartx awe sere row.,,OOP ,..,.....L.w.r.... OFF 2.a2222 nsvl212OPO022.FE. SCN,L t-30' N0. MTE RtVISpN AwO.BY Dew 11 /ala1 Shoo ,q ]m1 LEGEND & ABBREVIATIONS: MPH. AOLHALT BY BOLO(YANK BYO ATC OF SIDEWALK G ON CB BA9N CBS CONCRETE BLOCK STRUCTURE E.G CUM MO GuTIR GRAPHIC SCALE E OENTERUNE •C. CLEARANCE . t . RT CHAN USK FENCE CM CONCRETE MONUMENT CONC. CONCRETE ��_'Ito r 1CONCRETEON DRILL ROLE I R EL ELEVATION 19 FASTING ELECTRIC METER 59 ELOSTINO ELECTRIC ounET WO ENSTING GAS MAN VALVE BOX I ® COSTING GAS MANHOLE EN W M M SUNO Y RE A ANCHOR I {; CASTING LIGHT POLE LOW LEVEL I NEW SUBONSXN I I 1 © SHWA ENSTNG vNOSCAPE SHRS I PALM NEW SUBOVIN. I PA(P.B.B-P R PIN I NOSING ONNANENTK PUNT I I (P'&9 3a p) LOT 1O SLOW I iM —c— COSTING PALM MRES I I LOT IT "'•'sat ROLE W —— 71 I ii 4 • • .R��` O EASING PANNING METER 1 ION.. S H.ces•AL NIIB•OO'A)•C DPODrIC)L ON •' •• -_/- .r rnnRr[INLW -� �r I LIE EN..WATER mETER EXISTING WATER VALVE BO% _ 1 _ -� \vp _CORM. %y -. `••\ c\\ / .r: 1'�`\ 'le: I' I I m AIRING PULL BD% ]BOW 1W T a \ \ �\ \ � \� � � \ \�� .Y T 41 I w ARC LENGTH �•� R MIRRE �'9�111(� n e N\ 'L 1 i PONT OF CONPOND CURVATURE PROPERTY u I V wrfacts LOT 1•r r €."17:". I 1Pp OF BEGINNING III 2 SW •ySrA¢ I DPOCLLONMENGEMENI Li,: ;, /� - °�,�.., ,I�► p.r .1 -- PONTL Ii: l Y PT PONT pµofr RE ��, ;fi• r �; 1 1 NW NALFP N MO DISC D I III ) g _ I ` Bpi STA STANON�n P Z j 11 \ • NMG rN� Y ^%(!.^''' `- �\ �• J .R. ,w RI a 5 I HPC OP T OF mRsnRPWNAnR till PVC I a.�FLL O)Tii11UP • w P Q O L I T c hs MY LOT*ma ep ,tirM[n •" r .r A T enMKNt .r.MN Caa wa, L 9 al Q µ 1 PVCE POLYNNY POLYMER ttENE I A I.RYM 4 I SAL RAT B J �_ t OPP CURED IN PLACE PIPE uNEA 1 O 1 lI �4. �r%�.� •V Ir r IwTW �•�SQ.,`• L ANON r RFina L1,1LA I not , , •15" ✓ a =i) _• OwASTTESQUAREn CET I ZIR IF FLr H' _ z/i ""L_J_ w,',. �.. .MR i1.L V_ EIE3E EXISTING urcH BASIN J �r _' "1 r ifij_ • ENmxG ELECTRICAL MANIM0.E I I F ._ -mow, .-' (J EnmNc SEER RANKLE I Ir Iqe7 R'ErT Mir COL 70• 4W('17W'7J J� r ili I I l7- ENmnc SCR I 11...i). R li Wr ♦ ` �, r" —1 D EnsnNc STOW MANAGE RANKLE II"Lr 1 _ >R� / x Rc . !/ l LM�` M' arR 2 COSTING TELEPHONE BO% I I IIr.i FUNS \E r Br TI.A.D•NT v, ! R/Y RORI-CF-MAY r NAM Yr r.9rP�LMOT y3 • I TC TOPO WBENR1 MMN ��- .pN _-_ Tc TOP OF WRe r —r E�My.r .MrNT LINC�LN LN NO,pj�TH 1r 'Farr• "Md "'r' Y ,MR WM. RAISER MENTRAL RE • • � �• W -T r=Gas Nu -_� � =S =- �1 _ �IMNL ���...BIT: . 1 L DENOTES EASING ELEVATIRI mm I� r r •r r'r R R• as tl • 1 —— `!!•r ® DENOTES PROPOSED ELEVATION — ——— I�D A Y __ ypaO ATti'7�'6A'RU-00 I_I [Ls RAN. a Iar•� , FASTING TREE �w .III M II 'e OM Art ii//OfM:077 • LOT i LOT B I• I • 4 j EASING YtEAMRE YMnR£ V rY`J I p cR &Amp 'y' % LOT LOT 0 R RMUs I LOT 1 LOT E --Q- EATING POKER POLE I GOIRIFACK sNE 6) 1 I (Pa., a) I 1 ,I•;, COSTING ERE HYDRANT • EXISTING BACK ROW E PREANhA ® EXISTING WATER BOY ® EASING MAIL BOO © EASING Gm :7:: EASING IRRIGATKN vsA w. I};� Enan•c coAR vALA r. E%ISINO TRAFFIC Sloss BO% EASING CAS vALA .H EASING sown n 'RAFEC orHT Dooms BNE RACE MI AMI BEACH FARMING LOT BETWEEN LEND%AYE I MCNNiAN AVE.AND auc wOR CAW..NAAovLYEvrr aLc �Do A M BY y RVLvoR o 011000 F` UNCOLN ROAD 6 iT STREET LONGITUDE w,.nwaa rLW.•Ry,k WEN.n-Ri-r.a.B FOOTAGE PUBLIC WORKS DEPARTMENT nTLE: c.�ECNLR Gs HEWED ME F.L„, N/A Py N/A qH •OR3100 .rRrvu,r�Rr,l.rM"..,.RRAo,.,n'M MAP OF BOUNDARY&TOPOGRAPHIC SURVEY ,-,�.W�•r� ry ENM.EF.D.MG YAAnNFl.AL. �,,,. _00. Nc DATE RENsnN - r. a/DI/Bon sort G... Bon APw In SECTION 34-TOWNSHIP 53 SOUTH•RANGE 42 EAST LYING AND BEING IN THE CITY OF MIAMI BEACH,MIAMI-DADE COMITY,FLORIDA PO �U 18TH ST_ 11 111111 INN • MINN 0• 1116/ Rl4VYEC Si rill LOCACITO 'C —_ INNIP INN SURVEYOR'S REPORT' / 17THMO STST• ,_— DATE Di FIFIn SURVEY: 1 , `''_ NallOw do.of completion of field Suety wee on November 11 202E > I FCAl DFSGRIPTION. Q %/////_ — ot.23.EW1H a i.-LOT.1t2 11 14 Alq 16.Blew 3a al•AMENDED PLAT 6 CIXf CWR9,'„Zr.0N OF THE ALTON ZQ 0 W j///A. MEACM Dq eul ffll Oa�ANY,acwdiop to U.Plat thrsor,as r.aarded In Plat Soria 6 Pap.26 0l Ue Public R.carde err >' . W r � Containing 59.273 e.g.fit 1161 acres.more err lees,by calculation.. LEI '4 /�j////A>j/// ACGIRACY I I 0 c Q The accuracy obtained by field mweunmenl m.thede and office calculations of closed q.wnelrlc figures mesh and I Ix I I I 6 I v) < RuleM th.MMimum Technic.Standerde requirement for Suburban Arco(Linear:1 foot b 7,500 lest)as defined in ` O WSJ-mast Florida Admbistratiw Co. ZZ Z LINCOLN RD w E Elevations of sin Identified feature. Depicted on the Survey Mop were enamored to an M9neted vertical position tJ,J (,() I C accu acy of 1/100 of a loot on hortl surf..and 1/10 of loot an ground surfaces. - J J W c Wall identified features as dratted on the Survey Map were measured to on estimated horizontal position accuracy of Q 1 ( I I 1 I I 111�( I C 1/10 of a loot This Mr of Survey Is Intended to be dispiapa at a scale of One nth equals Twenty feel Or smaller. U PERTNENT INFORMATION USED FOR SURVEY roc Horizontal Contrail 0earings and Coardbotes or.roathe to Oa State Pion.Coordinate 5ysten,Florida East Zone(0901),North Am.Haan it -- Datum(N.A.O.)on 983,adjustment of 2011(SAD 83/2011)Epocn 2010.00(Af;with a bearing of 50137'S1'E, being Q — BEZMani ESL rces eatabliehed for the centerline of Meridian A.anue,sold line to be considered a well established and monumental line. Sint.no then Informa[bn were IumherebYlY,ed ore than that b cited under data ear tlabd Posillaning S�hm(GP.S).men rpn.nh w •c ducted th.field to acquire said coordinate Wue., .Tito _ —� —16--THHSSTT (T� T C U Subj u•ed far ect Property rty tllat ore t ie Fla shown MelSurrey ere Map Uotemal20,ay feul�nd i^' era paced an the c nenllon Wltn Ue fallowing Harlrnh�Canlyd Station. •T �l T I I I r--En I I the Public Re..of Miami--Dade County. Name:Davie Nam.:North Dade Nm.DIWkt 6 Cod. FRO Cods FEND Cade:EL6 LOCATION MAP P.epSumy a moat to or .hdt anw oo m ay ensoo P uglacset.cord sa lo U lsS }enntt yGeographic Coordinate. Geographic Coordinates Gaogaphic Coordinates Latitude;26'07'14.23359-N Latilud.25'57'56.76772'N Latitude:25.46'49.67325'N (NOT TO SCALE) No eaawtian or determination was mode as to how the Subject Property is.lived Longitude:80'20'47.49327-W Longitude: BO'10'02.22301'W Longitude 60'22'35.341335'W by utilities. State Plane Coordinates. Slat.Plane Coordinate.: 5tat.Plano Coordinate.: Northing:650069.42 US Fat Northing:594119.571 US Feet Northing:5261136.02 US Feat No Improvements were located,other than lhow.hewn.No underground foundation. EaraiEIUpSAO 0503.57 US Metera)Feet15.332 Ellipsoid 977550 US Feet bating: Ellipsoid 681,341.77 US Fat Improvements and/or ankle.wore located or roan hereon. p Height( ipa Height( eight(Meter.): -15.104 PURPOSE OF SURVEY_ Air d Stations are part of the Florida Permanent Rsf.ren Network(FPRN- The purpose of lhls survey Is for design. www.dotwate.fi.us/sur,yingendmappinq/7n.entm)ma c. OIIFNT INFORMATION- .measurements as in U.S.Survey feet. This Topographic Survey w s prepared of Me insistence of and certified To: For Vertical Contr. City of Miami Bea.Public Works Department. All...Ions ...on Weed ns shown hon are an Me North American Vertical Datum of 1988(N.A.V.D.BB m),and a Benchark supplied.d by the Public Works Deportment of Mbmi-Dade County,Florida. SURVEYOR'S CERTIFICATE- Benchmark:A-36 Elevation:11.06'(N.C.V.D.29)-1.55=9.51'(N.AV.O.5a) I hereby cartlfy,Thal this'Topographic Survey,and Ms Survey Map resulting therefrom was perMm.d under my direction and is true and correct to the best a Located at DADE BLVD---41.9'SOUTH OF CA my knowledge and ptl1e1 ond further.that sob'Topographic Survey,masts the Intent ALTON ND---50'5E5T of CA of lore applicable provision.of the-Minimum Technical Stan..for Land Surveying n the State of Florida',pursuant to Rule 5J-17.051 through 5J-17.052 of the flarka Benchmark:C-100 Elevation:11.06'(N.G.V.O.29)-1.55.9.51'(N.A.V.D.613) Administrative Code and Its Implementing law.Ch..472.027 of the Florida Statute. Located at DADE BLVD---25'SOUTH OF CA OE EASTBOUND LANE WEST AVE---BRIDGE OVER COLLINS CANAL LONGITUDE SURVEYORS LLC..a Florida Limited Liability Corporation BAY RD---65'EAST OF CA OF ROAD Florkla Certificate of Authorization Number LB7335 This Item nos been digitally signed by Thi.project ores appears to bay loaned b a Flood Zone'AC e11h Me Bose Flood Uevatbn Ming B.0 tat(N.G.V.O'29), Na.p Falc0317,SUM L Map genena OAagency `MA)Canmun rPane1 Number 120651(City of NlaEdudo BrM}Nr SM Plot of'PA MEW 911M 009w1,'recorded In Plat Back 2 et Pap 61 of the Public Records e1 Miami-Osa.County. Regisarered Surveyor Pand Mapper LS6313 Date W Florida. Stele of Florida F.D.O.T.MAINTENANCE MAP SR A1A(50 STREET)SECTION 82080-2581 SHEET 1 TO I.RB 152 PC 34 NOTICE: Not vd10 without the signature and original raised seal of a Florida 400111 d S dslst antl Meyypr. Adhout t ar dMten c la, y Naps by otter than the signing party are prenlpnr without the Witten canant of U.signing party. : ENGINEER OF N OC �Z ENGINEER ;LONGITUDE 21H110 rk6ewy(MEPoDMNAF}tl9MIAMIBEACH M"W BEACH PARKING POMOWORDIRECTOR- Tru IMPROVEMENT PROJECT.. [ d PUBLIC WORKS WENT mu: MAP OF BOUNDARY&TOPOGRAPHIC SURVEY a. MP u.nu L B5 i Bow_Ave, py. LA W.O. 1rw cOonviw tee[.OWE.w.ct+„a,,, in I=go NO DATE REVISION Amon CY HN6y20l1 SMt 2E21 sail LEGEND & ABBREVIATIONS: GRAPHIC SCALE ASP% ATIMLT BM 11ML11 MARK r r r o . BR BAa Cr SOEWAIR �,Farr 1CB CATCH BASIN t R Pas CONCRETE BLOC(STRUCNE I CRC CURB ANO GUTTER I II I MEAN IMEWED n. MEANANCL I rawml PLAT THE ALTOS BEACH CLF CHAIN(PAIN FENCE BEAUTY COMPANY I M CONCRETE MONUMENT I (P B.BLOcx Y x) 1 Rn CONCRELL TE E 1 I LOT 7 I El. ELEVATION I I I LOT)0 N EXISn.M ELECTRIC OURET aE C, A woo cal 17'[ 15Y•LD(C)a(N) Ir41 �M>lf RS EXISTING CAS MAIN VALVE BOX \ .aD J)Sa � NN'W l t_.y NRi ca5 A.0 I I/ I 1 Jr .I.I_.�1 JW try IXIII�cR�[W((L a_ "' % PLAT 6 0004 COURSE I ® oasnMG CAS MANHOLEri" .... / AY0.0 EXISTING GUY TARE AND ANCHOR 1 II ,W - _ ` . �.�; g y.A $1gOLM51W Pry µY EA01 I22 EXISTING EXISTING LLAND LOW SCAPE SHRUBS I �gq�,I1¢¢r �i�y .`TJ P.L r-y MJ EXISTING ORNAMENTAL��A�T I r-+n 1 LOT„ 'II) __� g% BLOCS CXISR.EWER EAD TARES H A RDO ..N.L,PAWL./ .r ' % LOT r I I Ilk EMS o EXISTING PARKING METER II /; //.�/uMpy/H�.'�1�/y r�NE nq •r I'111 O .M' XIsn.G WATER PALA BON �1 / / �Y y/y_////�l__J__ _ _ � / I I L RC LENGTH PULL BOX I r r � ,r �TT I— .rO.N l ..r 1 L• M LOLE I II H `ii�``�cNMYY�� 1 L -_ - r-.7 I II 1 MN MANHOLE / p�cgHA,M KC PONT OFrCMPOUND CURVANRE I 1 :1 t 1 4� E POOPEAx uNE I I1 I LOT 12 O cur. _ •M / LOT 5 I 1 Poe POINT OF DELIME N E v'ry 1 (• :fr MENaRSE aRVEEncwE ANO W rr,!'1i.. I �__ __7 t• � u) j - ➢d•Fri] 'd__�R• •I it STA STADON ���1+1/S 1 -T •• '� PC PONTOF CURVATUREZ 11,.a _ I� T1 - F(w,w HOPE N DENSITY VATUREHYLFNE 1 IIiar s II POLYNNn POLYMER < .---Ni I / .y.,.lt P IN PLACE PIPE LINER R? b 18! �VVV/�/ _ 1 11 I PVC LOT 1 I;y 1 (XLOT u u S.TA .M,a pyi I s I R SNARE ATTEERFEEr 6 ii; I ii4? /,r ,W,,.TA..MNMI 59,273 sq.ft. ..(.NT E,ff�` HIHIH EXISTING CATCH BAsw N 4,' �IiaM u Ras NO.M,o• Amp./PAM.WN, aE MGM I I t 1I ! rZ LIJ EXIsnNG ELECTRIC _ �IIM a ll TAXI l _//_� u��� 1 .s`. EXISTING SEWER MANHOLE' ES�R ii ¢ /��-}'�[ //, //m/�l u, ///f J ` I A�T (,,I`*�I1 I ..o. EnsnNc sa IL 11 1_.1_1--71/1;/ / _f --� __ r /,1Hi it * >Q tT 'Gi EXISTING STC.Y C(AMAGE MANHCE 1 rt�lC\ .r I �SSSfff__06.I-.� _ ,j• / 1 'I N D �1 . < [ITEMS..TELEPHONE BOX 11 I - -- \\` \-\ \ �. ..IM„w ' Z ;▪. ar_�_WAr g TAM. IEMPMMr BENCH MARK II I t \�E \�� • �I 1�' - O l TC ISM. TOP OF CURB I I I 1 lllotltlfll 11 y'MIIW.IO IMNUy .yM.LT P.MWH,..M I'I 11 p k I WATER METER I II I 'u l ✓ CENTRAL ANGLE 1 Ir I .r MP.,..NLIrN, •r ar CAM r our. Ny DENOTES VOTING ELEVATpN 11 1 1 4f E aac IIENOTEs PROPOSED ELEVATI°. 11 I-1g I /��/,( E °/r( �4�� � �_J__ ..,NA L 1 :.. EXISTING TREE jj d .t L_/[ _- Y-- /� — 2` 4 1 'I.. �u� fXISTN6 T¢ER1Crt MANHC.E Ir r.I r�{jT m2i.2.1 /l _ /_/Y- X_ _ _/_M7i_H� g rMMo vn R RADIUS �. EXISTwNc FIRE HYDRANT 'POE 1 r 1 j / / '� / �/ / / �E/ t n.rKF., I It� 11 rM.wa00 I I EXISTING BACK RAM PEVENTOH .u 4 (.] ,PMKNM, .vxrt PnMrn .r s MtOoIT 11 1 ® EXISTING WATER BOX I . It. .M `--11FR o.—o LINCOLN LN NORTH r Al EAST.MAIL BOX 'r I7 E.� `` -- -, {(- }1rrAHP..NR IMaeM.ul.�„6 `� �1♦- 51_ A I 19 EXISTING CATTY . i1 -� L— Y� -�--_ \-'._I r �''I Yr + II -� BOrmov Nom.L y 0U N..i.. rp.0 MAIL.M. 11 kil L;.;j EIOSMG IRMOATON VALVE .r ' » / / / II- Ij_I0 ' y0J 1,;11 m11,4 COVER VAL* OD r % ,.,.. • • • • •. wa sir / / Aim PLAT a Gas.COPSE .,77. �////////w CASON* II I TKu -" EXIST.TRAFFIC soul BOX BMBOIMSON OF THE ALTO EACH REALM Caw , 1 ., EXISTING as VALVE (v.e.1-Pc.m) RA 30 I ( P(Er. EXISTING BOLLARD , OT) 1 I --0 TIIAFRC LIGHT I 1 f11111 EXISTING BINE RICHT : ENGINEER OF M AMt BEACH Wr a�PARKING O,IBE WEEN EFFERSONAVE AND MERIDIAN AVE.) �^ T M .R.Ni.LI.P�LWFMT FX RECORD_ � �°'®'� """`°',......1*air.(iiemi 1•`a" A R�IM..N_ 040S P.R. N/A MAC VONG..F, PUBLICNMIOKKf DEPARTMENT TITLE MAP OF PO uNDARV&TOPOGRAPHIC SURVEY ,,,,,_y a,._..,r.._ GT1EM'AMEE.0.MB.M01IRL P.. suAIF I.m. .p DATE RErHaON AaDO r O. 11/IB/701, r.Wo 3 •r__LA. o.. .A. Addenda Addendum E CLIENT CONTRACT INFORMATION ©2022 CBRE,Inc. s�2022 CORE,Inc. VALUATION 8, ADVISORY SERVICES CBRE Proposal and Contract for Service: CBRE,Inc 777 Brickell Ave, Ste 1100 Miami,FL 33131 ww,,.cbra.us/valuation March 16, 2022 Stuart Lieberman,MAI VAS Vice President Alina T. Hudak, City Manager City of Miami Beach, Florida 1 700 Convention Center Drive Miami Beach, FL 33139 Phone: 305-673-7193 Email: rickellwilliams@miamibeachfl.gov RE: Assignment Agreement: Municipal Parking Lots P25, P26 & P27 1700 Lenox Avenue, 1701 Lenox Avenue& 1664 Meridian Avenue Miami Beach, FL 33139 Dear Ms. Hudak: We are pleased to submit this proposal and our Terms and Conditions for this assignment. PROPOSAL SPECIFICATIONS Purpose: To estimate the Market Value of the referenced real estate Premise: As Is,As Complete, and As Stabilized of each property.with Rights Appraised: consideration of the highest and best use,as if rezoned as follows:(1) P25,combined CD2&CD3(maximum height of 70'and FAR 1.87;(2) Intended Use: P26,CD3;and(3)P27,CD3 Intended User: Fee Simple Land Value and Leasehold At Completion & Stabilization Ground Lease Negotiations for proposed mixed-use development Reliance: The intended user is City of Miami Beach,Florida ("Client"), and such other parties and entities (if any) expressly recognized by CBRE as"Intended Users" (as further defined herein). Reliance on any reports produced by CBRE under this Agreement is extended solely to parties and entities expressly acknowledged in a signed writing by CBRE as Intended Users of the respective reports, provided that any conditions to such acknowledgement required by CBRE or hereunder hove been satisfied. Parties or entities other than Intended Users who obtain a copy of the report or any portion thereof, whether as a result of its direct dissemination or by any other means, may not rely upon any opinions or conclusions contained in the report or such portions thereof, and CBRE will not be responsible for any unpermitted use of the report, its conclusions or contents or have any liability in connection therewith. 2027 an.Inc. VALUATION &ADVISORY SERVICES City of Miami Beach, Florida Assignment Agreement Page 2 of 9 March 16, 2 122 Scope of Inspection: A full interior and exterior inspection of the property will be conducted and arranged with the property contact and performed by CBRE Valuations. If this expected property inspection is not possible due to unforeseen issues (such as lack of on-site personnel cooperation, physical obstructions, or appraiser/property contact health and safety concerns),the client will be promptly advised. The client may continue this assignment based on other inspection options agreed upon by CBRE and client or provide CBRE with a written notice to cancel. If CBRE determines that a credible appraisal result cannot be achieved due to inspection limitations, it will promptly provide the client with a written cancellation of this assignment. Valuation Approaches: All three traditional approaches to value will be considered and utilized. Report Type: Standard Appraisal Report Appraisal Standards: USPAP Appraisal Fee: $4,000.00 for Task 1 (land value only) $12,000.00 for Task 2 (as if development scenarios are completed) If cancelled by either party before a completion, the fee will be based on CBRE's hourly rates for the time expended; plus actual expenses. Expenses: Fee includes all associated expenses Retainer: A retainer is not required for this assignment. Payment Terms: Final payment is due within thirty (30) days of your receipt of the final report. The full appraisal fee is considered earned upon delivery of the report and we will invoice you for the assignment in its entirety at the completion of the Delivery Instructions: assignment. CBRE encourages our clients to join in our environmental sustainability efforts by accepting an electronic copy of the report. Delivery Schedule: An adobe PDF file will be delivered via e-mail to Rickellewilliams@miamibeachfl.gov Preliminary Value: Not Required Draft Report: Not Required Final Report: Task 1 due on or before 4/15/2022 Task 2 due on or before 5/15/2022 Start Date: The appraisal process will start upon receipt of your signed agreement and the property specific data. Acceptance Date: These specifications are subject to modification if this proposal is not accepted within 5 business days from the date of this letter. ve:.^.-4.cbre.us/valuation CBRE 2022 CARE,Inc. VALUATION&ADVISORY SERVICES City of Miami Beach, Florida Assignment Agreement Page 3 of 9 March 16, 21122 When executed and delivered by all parties,this letter, together with the Terms and Conditions and the Specific Property Data Request attached hereto and incorporated herein, will serve as the Agreement for appraisal services by and between CBRE and Client. Each person signing below represents that it is authorized to enter into this Agreement and to bind the respective parties, including all intended users, hereto. We appreciate this opportunity to be of service to you on this assignment If you have additional questions, please contact us. Sincerely, CBRE, Inc. Valuation & Advisory Services Stuart Lieberman, MAI VAS -Vice President As Agent for CBRE, Inc. T +1 305 3816472 stuart.lieberman@cbre.com www.cbre.us/valuation CBRE R,2022 CBRE.Inc. VALUATION & ADVISORY SERVICES City of Miami Beach, Florida Assignment Agreement Page 4 of 9 March 16, 2022 PROPERTY NAME PROPERTY LOCATION REPORT TYPE APPRAISAL FEES Municipal Parking Lots 1700 Lenox Avenue, Standard Appraisal $16,000.00 P25, P26 & P27 1701 Lenox Avenue& 1664 Meridian Avenue, Miami Beach, FL 33139 Assignment Total $16,000 00 www.cbre.us/voluolen CBR E C 2022 CBRE,Inc VALUATION& ADVISORY SERVICES City of Miami Beach, Florida Assignment Agreement Page 5 of 9 March 16, 2022 AGREED AND ACCEPTED FOR CITY OF MIAMI BEACH, FLORIDA ("CLIENT"): l lure -744Date 7Alina T. Hudak City Manager Name Title 305-673-7193 rickellewilliams@miamibeeachfl.gov Phone Number E-Mail Address ADDITIONAL OPTIONAL SERVICE Assessment &Consulting Services: CBRE's Assessment& Consulting Services group has the capability of providing a wide array of solution-oriented due diligence services in the form of property condition and environmental site assessment reports and other necessary due diligence service (seismic risk analysis, zoning compliance service, construction risk management, annual inspections,etc.). Initial below if you desire CBRE to contact you to discuss a proposal for any part or the full complement of consulting services, or you may reach out to us at ACSProposais&=%cbre.com. We will route your request to the appropriate manager. For more information, please visit www cbre con i/assessment. • APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 9ADOSim.----- u+ o'fu. jth City At:crnev kir D �e 20 CORE,h VALUATION 8 ADVISORY SERVICES City of Miami Beach, Florida Assignment Agreement Page 6 of 9 March 16, 2022 TERMS AND CONDITIONS 1. The Terms and Conditions herein ore port of an agreement for appraisal services(the"Agreement")between CBRE, Inc (the"Appraiser")and the client signing this Agreement,and for whom the appraisal services will be performed (the "Client"), and shall be deemed a part of such Agreement as though set forth in full therein. The Agreement shall be governed by the lows of the state where the appraisal office is located for the Appraiser executing this Agreement. 2 Client shall be responsible for the payment of all fees stipulated in the Agreement. Payment of the appraisal fee and preparation of an appraisal report (the "Appraisal Report, or the "report") are not contingent upon any predetermined value or on an action or event resulting from the analyses, opinions, conclusions, or use of the Appraisal Report. Final payment is due as provided in the Proposal Specifications Section of this Agreement if a draft report is requested, the fee is considered earned upon delivery of the draft report. It is understood that the Client may cancel this assignment in writing at any time prior to delivery of the completed report. In such event,the Client is obligated only for the prorated shore of the fee based upon the work completed and expenses incurred (including travel expenses to and from the job site), with o minimum charge of $500 Additional copies of the Appraisal Reports ore available at a cost of$250 per original color copy and$100 per photocopy(black and white), plus shipping fees of$30 per report. 3 If Appraiser is subpoenaed or ordered to give testimony,produce documents or information,or otherwise required or requested by Client or a third party to participate in meetings, phone calls,conferences, litigation or other legal proceedings (including preparation for such proceedings) because of, connected with or in any way pertaining to this engagement, the Appraisal Report, the Appraiser's expertise, or the Property, Client shall pay Appraiser's additional costs and expenses, additional time incurred by Appraiser based on Appraiser's then-prevailing hourly rotes and related fees. Each party shall bear their own attorney fees. Such charges include and pertain to, but are not limited to,time spent in preparing for and providing court room testimony,depositions,travel time, mileage and related travel expenses,waiting time,document review and production,and preparation time(excluding preparation of the Appraisal Report), meeting participation, and Appraiser's other related commitment of time and expertise Hourly charges and other fees for such participation will be provided upon request. In the event Client requests additional appraisal services beyond the scope and purpose stated in the Agreement,Client agrees to pay additional fees for such services and to reimburse related expenses,whether or not the completed report has been delivered to Client of the time of such request. Additional appraisal services,and the costs associated therewith, shall be subject to the written approval of client prior to appraiser commencing such additional work 4. Appraiser shall have the right to terminate this Agreement at any time for cause effective immediately upon written notice to Client on the occurrence of fraud or the willful misconduct of Client, its employees or agents,or without cause upon 5 days written notice. 5 In the event Client fails to make payments when due then,from the date due until paid,the amount due and payable shall bear interest at the maximum rate permitted in the state where the office is located for the Appraiser executing the Agreement. In the event either party institutes legal action against the other to enforce its rights under this Agreement,the prevailing party shall be entitled to recover its expenses. Each party waives the right to a trial by jury in any action arising under this Agreement. Each party shall be responsible for their own attorney fees 6 Appraiser assumes there are no major or significant items or issues affecting the Property that would require the expertise of o professional building contractor, engineer, or environmental consultant for Appraiser to prepare a valid report Client acknowledges that such additional expertise is not covered in the Appraisal fee and agrees that, if such additional expertise is required, it shall be provided by others at the discretion and direction of the Client, and solely of Client's additional cost and expense 7 Client acknowledges that Appraiser is being retained hereunder as on independent contractor to perform the services described herein and nothing in this Agreement shall be deemed to create any other relationship between Client and Appraiser This engagement shall be deemed concluded and the services hereunder completed upon delivery to Client of the Appraisal Report discussed herein. 8 All statements of fact in the report which ore used as the basis of the Appraiser's analyses,opinions,and conclusions will be true and correct to Appraiser's actual knowledge and belief. Appraiser does not make any representation or warranty,express or implied, as to the accuracy or completeness of the information or the condition of the Property furnished to Appraiser by Client or others TO THE FULLEST EXTENT PERMITTED BY LAW, APPRAISER DISCLAIMS ANY GUARANTEE OR WARRANTY AS TO THE OPINIONS AND CONCLUSIONS PRESENTED ORALLY OR IN ANY APPRAISAL REPORT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR ANY PARTICULAR t.-2027 CORE,Inc. VALUATION &ADVISORY SERVICES City of Miami Beach, Florida Assignment Agreement Page 7 of 9 March 16, 2'122 PURPOSE EVEN IF KNOWN TO APPRAISER Furthermore,the conclusions and any permitted reliance on and use of the Appraisal Report shall be subject to the assumptions,limitations,and qualifying statements contained in the report. 9. Appraiser shall have no responsibility for legal matters,including zoning,or questions of survey or title,soil or subsoil conditions, engineering, or other similar technical matters The report will not constitute a survey of the Property analyzed. 10. Client shall provide Appraiser with such materials with respect to the assignment as are requested by Appraiser and in the possession or under the control of Client. Client shall provide Appraiser with sufficient occess to the Property to be analyzed,and hereby grants permission for entry unless discussed in advance to the contrary. 11. The data gathered in the course of the assignment(except data furnished by Client)and the report prepared pursuant to the Agreement ore,and will remain,the property of Appraiser;however,client is hereby granted a license to use the data and final report in connection with the transaction of client's official business,which will include compliance with public records lows including, without limitation, Chapter 119, Florida Statutes, and sharing the information with the public,including a public meeting. With respect to doto provided by Client, Appraiser shall not violate the confidential nature of the Appraiser-Client relationship by improperly disclosing any proprietary information furnished to Appraiser. Notwithstanding the foregoing, Appraiser is authorized by Client to disclose all or any portion of the report and related data as may be required by statute, government regulation, legal process, or judicial decree,including to appropriate representatives of the Appraisal Institute if such disclosure is required to enable Appraiser to comply with the Bylaws and Regulations of such Institute as now or hereafter in effect. 12. Unless specifically noted, in preparing the Appraisal Report the Appraiser will not be considering the possible existence of asbestos, PCB transformers,or other toxic,hazardous,or contaminated substances and/or underground storage tanks(collectively,"Hazardous Material)on or affecting the Property,or the cost of encapsulation or removal thereof. Further, Client represents that there is no major or significant deferred maintenance of the Property that would require the expertise of a professional cost estimator or contractor. If such repairs are needed,the estimates ore to be prepared by others,of Client's discretion and direction,and are not covered as part of the Appraisal fee. 13. In the event Client intends to use the Appraisal Report in connection with a tax matter, Client acknowledges that Appraiser provides no warranty, representation or prediction as to the outcome of such tax matter. Client understands and acknowledges that any relevant taxing authority(whether the Internal Revenue Service or any other federal,state or local taxing authority)may disagree with or reject the Appraisal Report or otherwise disagree with Client's tax position, and further understands and acknowledges that the taxing authority may seek to collect additional taxes, interest, penalties or fees from Client beyond what may be suggested by the Appraisal Report. Client agrees that Appraiser shall have no responsibility or liability to Client or any other party for any such taxes, interest,penalties or fees and that Client will not seek damages or other compensation from Appraiser relating to any such taxes, interest, penalties or fees imposed on Client, or for any attorneys' fees, costs or other expenses relating to Client's tax matters. 1 4. Appraiser shall have no liability with respect to any loss,damage,claim or expense incurred by or asserted against Client arising out of, based upon or resulting from Client's failure to provide occurote or complete information or documentation pertaining to on assignment ordered under or in connection with this Agreement,including Client's failure,or the failure of any of Client's agents,to provide a complete copy of the Appraisal Report to any third party. 15. LIMITATION OF LIABILITY EXCEPT TO THE EXTENT ARISING FROM SECTION 16 BELOW, OR SECTION 17 IF APPLICABLE,IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATE,OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO THE OTHER, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, AND AGGREGATE DAMAGES IN CONNECTION WITH THIS AGREEMENT FOR EITHER PARTY (EXCLUDING THE OBLIGATION TO PAY THE FEES REQUIRED HEREUNDER)SHALL NOT EXCEED THE GREATER OF THE TOTAL FEES PAYABLE TO APPRAISER UNDER THIS AGREEMENT OR TEN THOUSAND DOLLARS ($10,000). THIS LIABILITY LIMITATION SHALL NOT APPLY IN THE EVENT OF A FINAL FINDING BY A COURT OF COMPETENT JURISDICTION THAT SUCH LIABILITY IS THE RESULT OF A PARTY'S FRAUD OR WILLFUL MISCONDUCT. 16 Client shall not disseminate, distribute, make available or otherwise provide any Appraisal Report prepared hereunder to any third party (including without limitation, incorporating or referencing the Appraisal Report , in whole or in port, in any offering or other material intended for review by other parties)except to(i)any third party expressly acknowledged in a signed writing by Appraiser as an"Intended User"of the Appraisal Report provided that either Appraiser has received an acceptable release from such third party with respect to such Appraisal Report or Client provides acceptable indemnity protections to Appraiser against any claims resulting from the distribution 2022 CORE,Inc. VALUATION&ADVISORY SERVICES City of Miami Beach, Florida Assignment Agreement Page 8 of 9 March 16, 2022 of the Appraisal Report to such third party,(ii)any third party service provider(including rating agencies and auditors) using the Appraisal Report in the course of providing services for the sole benefit of an Intended User, or(iii) as required by statute,government regulation, legal process,or judicial decree. In the event Appraiser consents, in writing, to Client incorporating or referencing the Appraisal Report in any offering or other materials intended for review by other parties,Client shall not distribute,file,or otherwise make such materials available to any such parties unless and until Client hos provided Appraiser with complete copies of such materials and Appraiser has approved all such materials in writing. Client shall not modify any such materials once approved by Appraiser In the absence of satisfying the conditions of this paragraph with respect to o party who is not designated as an Intended User,in no event shall the receipt of an Appraisal Report by such party extend any right to the party to use and rely on such report, and Appraiser shall hove no liability for such unauthorized use and reliance on any Appraisal Report. Notwithstanding the foregoing or any other provision of this agreement, client shall be authorized to disclose the appraisal report to the general public in o public meeting; and, as permitted pursuant to Chapter 1 19, Florida Statutes. 1 7. Time period for Legal Action. Unless the time period is shorter under applicable low,except in connection with paragraphs 16 and 17 above,Appraiser and Client agree that any legal action or lawsuit by one party against the other party or its affiliates, officers, directors, employees, contractors, agents, or other representatives, whether based in contract, warranty, indemnity, negligence,strict liability or other tort or otherwise, relating to(a) this Agreement or the Appraisal Report, (b)any services or appraisals under this Agreement or(c)any acts or conduct relating to such services or appraisals, shall be filed within three (3)years from the date of delivery to Client of the Appraisal Report to which the claims or causes of action in the legal action or lawsuit relate. The time period stated in this section shall not be extended by any incapacity of a party or any delay in the discovery or accrual of the underlying claims,causes of action or damages. IO":'c8RE,ic VALUATION&ADVISORY SERVICES City of Miami Beach, Florida Assignment Agreement Page 9 of 9 March 16, 2022 SPECIFIC PROPERTY DATA REQUEST In order to complete this assignment under the terms outlined, CBRE, Inc., Valuation & Advisory Services, will require the following specific information for the property: 1. PLEASE NOTIFY US IMMEDIATELY IF ANY OTHER CBRE SERVICE LINE (INCLUDING CAPSTONEI IS INVOLVED IN THE BROKERAGE, FINANCING. INVESTMENT OR MANAGEMENT OF THIS ASSET 2. Current title report and title holder name 3. Legal description 4. Survey and/or plat map 5. Site plan for proposed or entitled development, if applicable 6. Current county property tax assessment or tax bill 7. Details on any sale,contract, or listing of the property within the post three years 8. Engineering studies,soil tests or environmental assessments 9. Ground lease,if applicable 10. Planning/Zoning application or approval, if applicable 11. Any previous market/demand studies or appraisals 12 Name and telephone number of property contact for physical inspection and additional information needed during the appraisal process 13 Any other information that might be helpful in valuing this property If any of the requested data and information is not available, CBRE, Inc., reserves the right to extend the delivery date by the amount of time it takes to receive the requested information or make other arrangements. Please have the requested information delivered to the following! Stuart Lieberman, MAI VAS - Vice President stuart.lieberman@cbre.com CBRE, Inc. Valuation & Advisory Services 777 Brickell Ave, Ste 1 100 Miami, FL 33131 www.cbro.us/valuation C BR E iD 2022 CORE.Inc. Addenda Addendum F QUALIFICATIONS ©2022 CBRE,Inc. 2022 CBRE,Inc StuartLieberman, CBRE J. ebe an, MAI Vice President, Florida-Caribbean Region Experience Stuart J. Lieberman, MAI is a Vice president with over 30 years of real estate .rilli:_,,, ' 11 appraisal and consulting experience. Mr. Lieberman is in the Valuation & Advisory Services Group's Miami office in the South Florida/Caribbean Region. Since 1987, Mr. Lieberman has provided real estate valuation and consulting /11Ie/ services to the financial lending community, institutional clients, government agencies, corporate entities, legal & accounting professionals, developers and private individuals. Mr. Lieberman has experience providing market studies, feasibility studies, highest & best use analysis, market rent studies, expert `° testimony& litigation support and portfolio analysis. T +13053816472 Mr. Lieberman's experience encompasses a wide variety of property types M +13053816462 including single & multi-family residential, senior housing, mobile home parks, Stuart.lieberman@cbre.com high density urban & ocean front developments, open space & public parks, 777 Brickell Avenue automobile dealerships, service stations & convenience stores, funeral homes, Suite 1100 medical office & surgical centers, mixed-use office, financial institutions & branch Miami, FL 33131 banks, retail shopping centers & regional malls, parking garages, restaurants & night clubs, movie theatres, health & fitness clubs, marinas & shipping terminals, FBOs (fixed base operations), industrial flex warehouses, bulk distribution, truck terminals, refrigeration warehouses, R&D, business parks, self-storage facilities; Clients and, special purpose properties, including bowling alleys, broadcasting facilities, Represented car wash, historical properties, public & private schools, day care facilities, houses of worship & religious facilities, tourist attractions, sport arenas and • BankUnited entertainment venues & theatres. • Ocean Bank • Centennial Bank Professional Affiliations / Accreditations • C-III Asset Management • City of Miami • Appraisal Institute—Designated Member No. 12003 • Miami-Dade County, Internal • Certified General Real Estate Appraiser,State of Florida License RZ 1074 Services Dept. • Licensed Real Estate Broker—Associate, State of Florida License BK 0477878 Education • University of South Florida,Tampa, FL, BA, Political Science— 1985 • Appraisal Institute,American Institute of Real Estate Appraisers,Society of Real Estate Appraisers and Florida Real Estate Commission core courses, electives and seminars. '2C. CORL.. ,017::' Ron DeSantis, Governor °uµ` Halsey Beshears, Secretary ,,,, dbr ,� ; y STATE OF FLORIDA r6nw. T4, DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BD THE CERTIFIED GENERAL APPRAISER HEREIN IS CERTIFIED UNDER THE PROVISIONS OF CHAPTER 475, FLORIDA STATUTES if41 BERMAN, STUART JAYS , `777 BRICKELL AVE SUITE 1100 /+ �G MIAMI , r; FL33131 , �• •• * • 1 j 1" * "..`— - I 1 6'..' 40' ' -----J E LICENSE NUMBER: RZ1074 EXPIRATION DATE: NOVEMBER 30, 2022 Always verify licenses online at MyFloridaLicense.com 1t1-• C • _. Do not alter this document in any form. r :.. ..j r �i • :; jo• •. This is your license. It is unlawful for anyone other than the licensee to use this document. __ J ti n B. Repp, CBRE Kris tin MAI Managing Director/Market Leader-South Florida Experience Kristin B. Repp is the Managing Director of CBRE Valuation and Advisory Services in South Florida. As the market leader with over 25 years of commercial real estate experience, Ms. Repp oversees VAS operations in South Florida with offices in Miami,Fort Lauderdale, Boca Raton, and West Palm Beach. asp. Ms. Repp leads a team of professionals that provide valuation and advisory services involving all property types.Ms. Repp has extensive valuation experience and has served a broad range of clients including commercial and investment banks, REITs, insurance d companies, private corporations, investors, owners, developers, and attorneys. Her expertise incorporates all types of valuation services including appraisals, market and feasibility studies, real estate portfolios,financial reporting, estate planning, property tax consulting, and litigation support. Ms. Repp was previously a Vice President with CBRE. Prior to joining CBRE, Ms. Repp gained a broad range of commercial real estate experience through various roles in T +1 305 381 6408 financial analysis,consulting,acquisitions,due diligence,development,construction,and M+1 813 410 1847 brokerage. Kristin.regocacbre.com 777 Brickell Avenue Suite 1100 Miami,FL 33131 Professional Affiliations / Accreditations • Appraisal Institute—Designated Member(MAI) • Certified General Real Estate Appraiser, State of Florida, RZ2454 • CREW Network • Appraisal Institute—South Florida Chapter • CBRE Women's Network • Appraisal Institute Candidate Advisor Education • University of Wisconsin-Madison, Madison,Wisconsin Bachelor of Business Administration — Real Estate and Finance (Double Major) L 2022 CBRE,inc. oF.., - Ron DeSantis, Governor Halsey Beshears,Secretary �.<. �,,o,�,� Florida ?$q,l , r ,,,.„,,,, �< . ';..:>t STATE OF FLORIDA ',,,n.,w. DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BD THE CERTIFIED GENERAL APPRAISER HEREIN IS CERTIFIED UNDER THE PROVISIONS OF CHAPTER 475, FLORIDASTATUTES ♦ iI - i _" ., Tip i pir -get .ter. — _ i\ \.,� _me REPP, KRISTIN B --- i ', 201 E KENNEDY BLVD SUITE 250t 7 TAMPA- • _r ,, ,FL 33602 ,• _ , t� ,� *N. * a ,/� � tati( �.r.� � / s.,.. . , ,iu . . f •` LICENSE NUMBER: RZ2454 EXPIRATION DATE: NOVEMBER 30, 2022 Always verify licenses online at MyFloridaLicense.com EThc • 0 : .r Do not alter this document in any form. =' 'a . This is your license. It is unlawful for anyone other than the licensee to use this document.